<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1998
 
                                                  REGISTRATION NOS. 333-
                                                                    333-
-------------------------------------------------------------------------------
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                --------------
 
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                --------------

GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
                 (ISSUER WITH RESPECT TO OFFERED CERTIFICATES)
                      GREEN TREE FLOORPLAN FUNDING CORP.
                  (ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                --------------

       DELAWARE                   6189                        41-1823871
   (STATE OR OTHER     (PRIMARY STANDARD INDUSTRIAL       (I.R.S. EMPLOYER  
   JURISDICTION OF      CLASSIFICATION CODE NUMBER)       IDENTIFICATION NO.) 
   INCORPORATION OR
    ORGANIZATION)
           
                                                      
                                                      
 
                              500 LANDMARK TOWERS
            345 ST. PETER STREET, SAINT PAUL, MINNESOTA 55102-1639
                                (651) 293-3400
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                --------------
                            JOEL H. GOTTESMAN, ESQ.
                             1100 LANDMARK TOWERS
            345 ST. PETER STREET, SAINT PAUL, MINNESOTA 55102-1639
                                (651) 293-3400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                --------------
                                  COPIES TO:
           CHARLES F. SAWYER                      RENWICK D. MARTIN
         DORSEY & WHITNEY LLP                     BROWN & WOOD LLP
        220 SOUTH SIXTH STREET                 ONE WORLD TRADE CENTER
     MINNEAPOLIS, MINNESOTA 55402             NEW YORK, NEW YORK 10048
            (612) 343-7986                         (212) 839-5300
                                --------------
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                                --------------
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
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<CAPTION>
                                             PROPOSED       PROPOSED
                                 AMOUNT      MAXIMUM        MAXIMUM      AMOUNT OF
    TITLE OF EACH CLASS OF       TO BE    OFFERING PRICE   AGGREGATE    REGISTRATION
 SECURITIES TO BE REGISTERED   REGISTERED  PER UNIT(1)   OFFERING PRICE     FEE
------------------------------------------------------------------------------------
 <S>                           <C>        <C>            <C>            <C>
  Floorplan Receivable Trust
   Certificates, Series 1998-
   2, Class A ................ $  500,000      100%        $  500,000     $147.50
------------------------------------------------------------------------------------
  Floorplan Receivable Trust
   Certificates, Series 1998-
   2, Class B ................ $  500,000      100%        $  500,000     $147.50
------------------------------------------------------------------------------------
     Total...................  $1,000,000      100%        $1,000,000     $295.00
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee on
    the basis of the proposed maximum aggregate offering price, pursuant to
    Rule 457(o).
 
                                --------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
 
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<PAGE>
 
PROSPECTUS
 
$
 
LOGO
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
 $            Floating Rate Floorplan Receivable Trust Certificates, Series
 1998-2, Class A
 $            Floating Rate Floorplan Receivable Trust Certificates, Series
 1998-2, Class B
GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
GREEN TREE FINANCIAL CORPORATION
Servicer
 
Each of the Floating Rate Floorplan Receivable Trust Certificates, Series
1998-2, Class A (the "Class A Certificates") and each of the Floating Rate
Floorplan Receivable Trust Certificates, Series 1998-2, Class B (the "Class B
Certificates," and, together with the Class A Certificates, the "Offered
Certificates") will represent an undivided interest in the Green Tree
Floorplan Receivables Master Trust (the "Trust"), created pursuant to a
Pooling and Servicing Agreement among Green Tree Floorplan Funding Corp., as
transferor (the "Transferor"), Green Tree Financial Corporation, as servicer
("Green Tree" or the "Servicer") and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"). The fractional undivided interests in
the Trust represented by the Class B Certificates will be subordinated to fund
certain payments with respect to the Class A Certificates as described in
"Description of the Offered Certificates--Application of Collections," "--
Reallocated Principal Collections," and "--Investor Charge-Offs." The assets
of the Trust will include the amounts owed from time to time ("Receivables")
by retail dealers, manufacturers and distributors ("Dealers") pursuant to
revolving financing arrangements (each such arrangement, an "Account") between
such Dealers and Green Tree to finance (i) in the case of retail dealers,
their inventory of consumer and commercial products and (ii) in the case of
manufacturers and distributors, their inventory of finished goods, parts and
other items and the accounts receivable arising from the sale thereof. Any
increase in the Receivables referred to in clause (ii) to an amount in excess
of 20% of total Receivables will be subject to the limitations described under
"Description of the Offered Certificates--The Overconcentration Amounts."
Concurrently with the issuance of the Offered Certificates, the Trust will
issue the Floorplan Receivable Trust Certificates, Series 1998-2, Class C (the
"Class C Certificates"), which may either be issued to the Transferor or
privately placed, and the Floorplan Receivable Trust Certificates, Series
1998-2, Class D (the "Class D Certificates," and, together with the Class C
Certificates and the Offered Certificates, the "Certificates"), which will be
issued to the Transferor. The Offered Certificates, the Class C Certificates
and the Class D Certificates constitute "Series 1998-2." The fractional
undivided interests in the Trust represented by the Class C Certificates will
be subordinated to fund certain payments with respect to the Offered
Certificates, and the Class D Certificates will be subordinated to fund
certain payments with respect to the Class C Certificates and the Offered
Certificates as described in "Description of the Offered Certificates--
Application of Collections," "--Reallocated Principal Collections," and "--
Investor Charge-Offs." The Transferor will own the remaining undivided
interest in the Trust not represented by the Certificates and any other
investor certificates issued by the Trust, which retained interest will be
represented by the Exchangeable Transferor Certificate. The Exchangeable
Transferor Certificate will be held initially by the Transferor and will be
transferable only as provided in the Pooling and Servicing Agreement. The
Transferor from time to time may offer to the public or other investors under
a prospectus or other disclosure document in transactions either registered
under the Securities Act of 1933, as amended (the "Securities Act"), or exempt
from registration thereunder, other series of certificates that evidence
undivided interests in certain assets of the Trust by exchanging a portion of
its interest in the Trust therefor. Only the Offered Certificates are being
offered pursuant to this Prospectus.
                                                       (continued on next page)
 
POTENTIAL INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE INFORMATION SET
FORTH IN "RISK FACTORS" ON PAGES 26 THROUGH 32 HEREIN.
THE OFFERED CERTIFICATES REPRESENT INTERESTS IN THE TRUST ONLY AND DO NOT
REPRESENT INTERESTS IN OR RECOURSE OBLIGATIONS OF THE TRANSFEROR, GREEN TREE
FINANCIAL CORPORATION OR ANY AFFILIATE THEREOF. NEITHER THE OFFERED
CERTIFICATES NOR THE RECEIVABLES ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
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<TABLE>
<CAPTION>
                                                        PROCEEDS TO
                            PRICE TO     UNDERWRITING       THE
                            PUBLIC(1)      DISCOUNT   TRANSFEROR(1)(2)
----------------------------------------------------------------------
<S>                      <C>             <C>          <C>
Per Class A Certificate             %           %                 %
----------------------------------------------------------------------
Per Class B Certificate           %             %               %
----------------------------------------------------------------------
Total                    $               $            $
----------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from      , 1998.
(2) Before deduction of expenses estimated to be $    .
 
The Offered Certificates are offered by the Underwriter as described in
"Underwriting," subject to prior sale, when, as and if issued to and accepted
by the Underwriter and subject to approval of certain legal matters by counsel
for the Underwriter. The Underwriter reserves the right to reject orders in
whole or in part. It is expected that the Offered Certificates will be
delivered in book-entry form on or about      , 1998 through the facilities of
The Depository Trust Company, Cedel Bank, societe anonyme and the Euroclear
System.
 
J.P. MORGAN & CO.
      , 1998.
<PAGE>
 
  Interest on the outstanding principal balance of the Class A Certificates
will accrue at a rate per annum equal to the lesser of (i) the applicable one-
month LIBOR (calculated and determined as described under "Description of the
Offered Certificates--Interest Payments") plus    % per annum or (ii) the Net
Receivables Rate (as defined under "Description of the Offered Certificates--
Interest Payments") (the "Class A Certificate Rate"). Interest on the
outstanding principal balance of the Class B Certificates will accrue at a
rate per annum equal to the lesser of (i) the applicable one-month LIBOR plus
   % per annum or (ii) the Net Receivables Rate (as defined under "Description
of the Offered Certificates--Interest Payments") (the "Class B Certificate
Rate"). Interest with respect to the Certificates will be distributed on
  , 1998 and on the    day of each month thereafter (or, if such 13th day is
not a business day, the next succeeding business day) (each, a "Distribution
Date"). Principal on the Class A Certificates is scheduled to be distributed
on the Distribution Date in         but may be paid earlier under certain
limited circumstances described herein. Principal on the Class B Certificates
is scheduled to be paid on the Distribution Date in         but may be paid
earlier under certain limited circumstances described herein.
 
  Application has been made to list the Offered Certificates on the Luxembourg
Stock Exchange.
 
  There currently is no secondary market for the Offered Certificates, and
there is no assurance that one will develop or, if one does develop, that it
will continue until the Offered Certificates are paid in full.
 
  CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE OFFERED
CERTIFICATES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF
OFFERED CERTIFICATES TO COVER SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF
PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
 
                         REPORTS TO CERTIFICATEHOLDERS
 
  Unless and until Definitive Certificates (as defined herein) are issued,
monthly and annual reports, containing information concerning the Trust and
prepared by the Servicer, will be sent on behalf of the Trust to Cede & Co.,
as nominee of The Depository Trust Company ("DTC") and registered holder of
the Offered Certificates, pursuant to the Pooling and Servicing Agreement (as
defined herein). All references herein to "holders" or "Certificateholders" of
the Class A or Class B Certificates reflect the rights of the owners of the
beneficial interests in the Offered Certificates ("Certificate Owners") as
they may indirectly exercise such rights through DTC and its participants,
except as otherwise specified herein. Neither Green Tree Financial Corporation
nor any successor servicer intends to send any of such monthly and annual
reports to Certificate Owners. See "Description of the Offered Certificates--
Book-Entry Registration," "--Reports to Certificateholders" and "--Evidence as
to Compliance." Certificate Owners may receive such reports upon written
request, together with (i) a certification that they are Certificate Owners
and (ii) payment of reproduction and postage expenses associated with the
distribution of such reports, from the Trustee at Norwest Bank Minnesota,
National Association, Norwest Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0069, Attention: Corporate Trust Department. Such
reports will not constitute financial statements prepared in accordance with
generally accepted accounting principles. The Servicer will file with the
Securities and Exchange Commission (the "Commission") such periodic reports
with respect to the Trust as are required under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations of the
Commission thereunder.
 
                             AVAILABLE INFORMATION
 
  Green Tree Floorplan Funding Corp., as originator of the Trust, has filed a
Registration Statement under the Securities Act with the Commission on behalf
of the Trust with respect to the Certificates offered pursuant to this
Prospectus. For further information, reference is made to the Registration
Statement and amendments thereof and exhibits thereto, which are available for
inspection without charge at the public references facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of the
Registration Statement and amendments thereof and exhibits thereto may be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a World Wide Web site which provides on-line access to reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission at the address
"http://www.sec.gov." Periodic reports with respect to the Trust that have
been filed under the Exchange Act and the rules and regulations of the
Commission thereunder and other information filed by the Servicer can be
inspected and copied at the public reference facilities maintained by the
Commission referred to above.
 
                               OTHER INFORMATION
 
  Upon receipt of a request by an investor who has received an electronic
Prospectus from the Underwriter or a request by such investor's representative
within the period during which there is an obligation to deliver a Prospectus,
the Transferor or the Underwriter will promptly deliver, or cause to be
delivered, without charge, a paper copy of the Prospectus.
 
 
                                       2
<PAGE>
 
                               PROSPECTUS SUMMARY
 
  The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus. Certain
capitalized terms used herein are defined in the "Glossary of Terms" or
elsewhere in this Prospectus. Unless the context requires otherwise, certain
capitalized terms, when used in this Prospectus, relate only to the Series
1998-2 Certificates and not to other certificates which may exist from time to
time.
 
Offered Certificates.........  $            aggregate principal amount of Class
                                A Certificates and $           aggregate prin-
                                cipal amount of Class B Certificates are being
                                offered hereby. The Offered Certificates will
                                be available for purchase in minimum denomina-
                                tions of $1,000 and in integral multiples of
                                $1,000 in excess thereof.
 
                               The Offered Certificates represent obligations
                                of the Trust only and do not represent inter-
                                ests in or recourse obligations of Green Tree,
                                the Transferor, or any affiliate of either of
                                them.
 
                               The Class B Certificates will be subordinated to
                                fund certain payments with respect to the Class
                                A Certificates as described herein. See "De-
                                scription of the Offered Certificates--Subordi-
                                nation of the Class B Certificates."
 
Other Series 1998-2            $           aggregate principal amount of Class
 Certificates................   C Certificates, which may either be issued to
                                the Transferor or privately placed, and
                                $           aggregate principal amount (exclu-
                                sive of the Class D Incremental Invested
                                Amount) of Class D Certificates, which will be
                                issued to the Transferor. The Class D Invested
                                Amount will be adjusted from time to time as
                                described under "Description of the Offered
                                Certificates--The Overconcentration Amounts."
                                Only the Offered Certificates are being offered
                                pursuant to this Prospectus.
 
Transferor...................  Green Tree Floorplan Funding Corp., a wholly
                                owned subsidiary of Green Tree, is the Trans-
                                feror. The principal executive offices of the
                                Transferor are located at 500 Landmark Towers,
                                345 St. Peter Street, St. Paul, Minnesota
                                55102-1639, telephone number (651) 293-3400.
                                See "The Transferor."
 
Servicer.....................  Green Tree Financial Corporation (in such capac-
                                ity, "Green Tree" or the "Servicer"). The prin-
                                cipal executive offices of the Servicer are lo-
                                cated at 1100 Landmark Towers, 345 St. Peter
                                Street, St. Paul, Minnesota 55102-1639, tele-
                                phone number (651) 293-3400. A substitute
                                Servicer may be appointed in certain circum-
                                stances. See "Green Tree Financial Corporation
                                and Its Commercial Finance Division" and "De-
                                scription of the Offered Certificates--Certain
                                Matters Regarding the Transferor and the
                                Servicer."
 
Trustee .....................  Norwest Bank Minnesota, National Association, is
                                the Trustee. Under certain circumstances speci-
                                fied herein, the beneficial owners of investor
                                certificates representing more than 50% of the
                                aggregate invested amount of all Series will
                                have the right
 
                                       3
<PAGE>
 
                                to remove the Trustee. See "Description of the
                                Offered Certificates--The Trustee."
 
Trust........................  The Trust has been formed pursuant to the Pool-
                                ing and Servicing Agreement, which has been
                                supplemented by Supplements thereto relating to
                                four previous Series of Certificates and which
                                will be supplemented by the Series 1998-2 Sup-
                                plement relating to the Series 1998-2 Certifi-
                                cates and by Supplements applicable to other
                                Series that may be issued in the future. See
                                "The Trust."
 
Trust Assets.................  The Trust assets include (i) all Receivables
                                arising under the Accounts from time to time
                                satisfying certain criteria described herein
                                (see "The Receivables--Eligible Receivables and
                                Eligible Accounts"), (ii) all funds to be col-
                                lected in respect of the Receivables, (iii) all
                                the rights of the Transferor under the Receiv-
                                ables Purchase Agreement between the Transferor
                                and Green Tree (the "Purchase Agreement"), (iv)
                                all funds on deposit in certain accounts of the
                                Trust, (v) any amounts received by the Servicer
                                with respect to Receivables that were previ-
                                ously charged off as uncollectible in accor-
                                dance with the Servicer's customary and usual
                                servicing procedures ("Recoveries"), (vi) an
                                assignment of a security interest in the con-
                                sumer and commercial products or other assets
                                securing each Receivable (collectively, the
                                "Collateral Security"), (vii) the Transferor's
                                rights under all Floorplan Agreements with Man-
                                ufacturers relating to the Collateral Security,
                                and (viii) all proceeds of the foregoing. The
                                Offered Certificates will not have the benefit
                                of any credit enhancement other than the subor-
                                dination of the Class B Certificates, Class C
                                Certificates and Class D Certificates for the
                                benefit of each Class of Series 1998-2 Certifi-
                                cates with an earlier alphabetical designation
                                as described above.
 
                               Pursuant to the Purchase Agreement, the Trans-
                                feror will purchase from Green Tree all of the
                                Receivables arising from time to time under the
                                Accounts. See "Description of the Purchase
                                Agreement--Transfer of Receivables."
 
                               Pursuant to the Pooling and Servicing Agreement,
                                the Transferor will automatically transfer to
                                the Trust all of its right, title, and interest
                                in and to the Receivables. See "Risk Factors--
                                Transfer of the Receivables; Insolvency Risk
                                Considerations" for a discussion of certain le-
                                gal considerations relating to such transfer.
 
The Accounts.................  The Accounts pursuant to which the Receivables
                                will be generated are revolving credit agree-
                                ments entered into with Green Tree or one of
                                its subsidiaries by dealers, manufacturers and
                                distributors located throughout the United
                                States ("Dealers") to finance their production
                                and inventory of consumer and commercial prod-
                                ucts. The Receivables constitute payment obli-
                                gations arising from time to time under the Ac-
                                counts. "Floorplan Receivables" represent ex-
                                tensions of credit to finance product inven-
 
                                       4
<PAGE>
 
                                tory for dealers, and are secured by the re-
                                lated dealer's product inventory. The products
                                for which Green Tree currently provides
                                floorplan financing to dealers include manufac-
                                tured housing, recreational vehicles, marine
                                products, aircraft, motorcycles and trucks.
                                "Asset-Based Receivables" represent extensions
                                of credit generally to manufacturers and dis-
                                tributors to finance their production and in-
                                ventory, and are secured by finished goods in-
                                ventory, accounts receivable, certain work-in-
                                process, raw materials and component parts, as
                                well as other assets of the borrower. In gener-
                                al, Green Tree's credit approval process fo-
                                cuses on the creation of the Account with the
                                Dealer, with credit limits and other appropri-
                                ate restrictions established upon creation of
                                the Account. The amount of Receivables arising
                                under an Account at any time will be determined
                                primarily by the financing needs of the Dealer.
 
                               Green Tree expects that it will provide financ-
                                ing to Dealers in other products in the future,
                                and that the relative proportions of the Re-
                                ceivables representing financing for each type
                                of product will change over time as the Receiv-
                                ables balance of each Dealer fluctuates over
                                time. The Accounts will be selected from all
                                such credit agreements of Green Tree that meet
                                the credit and eligibility criteria specified
                                in the Pooling and Servicing Agreement and the
                                related Series Supplement (the "Eligible Ac-
                                counts"). Under certain circumstances Accounts
                                may be added to, or removed from, the Trust,
                                and the Transferor expects to add additional
                                Accounts to the Trust from time to time. See
                                "Description of the Offered Certificates--Rep-
                                resentations and Warranties," "--Addition of
                                Accounts" and "--Removal of Accounts."
 
Receivables..................  The Receivables represent the amounts payable
                                from time to time pursuant to the Accounts. The
                                Receivables will bear interest at an adjustable
                                rate described herein. Certain Receivables do
                                not bear interest for a specified period fol-
                                lowing their origination. Generally, the prin-
                                cipal amount of a Receivable is due (i) in the
                                case of Floorplan Receivables, in scheduled in-
                                stallments with payment in full due upon the
                                retail sale of the related product, or (ii) in
                                the case of Asset-Based Receivables, upon the
                                reduction of eligible collateral or as the bor-
                                rower's needs decline, and in full upon the
                                termination of the facility. Accordingly, the
                                amount of Receivables will fluctuate from day
                                to day as new Receivables are generated and as
                                existing Receivables are collected, written off
                                as uncollectible, or otherwise adjusted. Green
                                Tree may also acquire participation interests
                                in floorplan receivables and asset-based re-
                                ceivables established by other lenders on terms
                                similar to those of Floorplan Receivables and
                                Asset-Based Receivables originated by Green
                                Tree and sell such participation interests to
                                the Transferor (who will then transfer to the
                                Trust). In addition, Green Tree may sell to the
                                Transferor (who will then transfer to the
                                Trust) floorplan receivables and asset-based
                                receivables subject to a participation interest
                                granted to another lender, or Green Tree may
                                sell to the Transferor (who will then transfer
                                to the Trust) interests in a partnership or
                                other limited-
 
                                       5
<PAGE>
 
                                purpose entity whose sole assets will be re-
                                ceivables that are subject to the participation
                                interests of other lenders. See "Green Tree Fi-
                                nancial Corporation and its Commercial Finance
                                Division."
 
Overconcentration Amounts....  In order to reduce the Trust's exposure to any
                                single Dealer or any single industry, certain
                                diversification thresholds ("Overconcentration
                                Amounts") will be tested at the end of each
                                Monthly Period. Initially, except as provided
                                below, no more than 20% of the Receivables may
                                be Asset-Based Receivables; no more than 2% (or
                                3% for certain designated Dealers) of the Re-
                                ceivables may have arisen under an Account with
                                a single Dealer; no more than 15% of the Re-
                                ceivables may be Floorplan Receivables financ-
                                ing products from a single manufacturer; no
                                more than 5% of the Receivables may be
                                Floorplan Receivables financing marine prod-
                                ucts; no more than 25% of the Receivables may
                                be Floorplan Receivables financing recreational
                                vehicles, and no more than 5% of the Receiv-
                                ables may be Floorplan Receivables financing
                                products other than manufactured housing, ma-
                                rine products or recreational vehicles. Green
                                Tree expects that the Receivables will from
                                time to time exceed one or more of these
                                thresholds. To the extent that any such thresh-
                                old is exceeded at the end of a Monthly Period,
                                the Class D Invested Amount will be increased
                                by an equivalent amount. These threshold per-
                                centages may, however, be increased or de-
                                creased in the future without the consent of
                                any Certificateholder to a level acceptable to
                                each Rating Agency without any reduction or
                                withdrawal of its rating of the Class A or
                                Class B Certificates. See "Description of the
                                Offered Certificates--The Overconcentration
                                Amounts."
 
Collections..................  The Servicer will deposit all collections of Re-
                                ceivables (other than collections allocable to
                                the Exchangeable Transferor Certificate, sub-
                                ject to certain exceptions specified herein) in
                                the Collection Account on each business day.
                                The aggregate of (A) all collections on the Re-
                                ceivables with respect to interest or other
                                fees, (B) investment earnings on amounts on de-
                                posit in the Interest Funding Account, the
                                Principal Account, the Distribution Account,
                                the Collection Account, the Excess Funding Ac-
                                count, the Pre-Funding Account and the Class D
                                Subaccount of the Excess Funding Account (col-
                                lectively, the "Trust Accounts") on such busi-
                                ness day and (C) Recoveries will be treated as
                                "Finance Charge Collections." In addition, in
                                order to provide additional yield to the Trust
                                to offset the effect of any increase in Receiv-
                                ables that do not bear interest for a specified
                                period, any increase in the length of such a
                                period or any decrease in the level of interest
                                rates borne by the Receivables, the Transferor
                                may elect at any time to instruct the Servicer
                                to allocate a specified percentage (the "Dis-
                                count Factor") of Principal Collections to be
                                treated as interest collections ("Imputed Yield
                                Collections"). The Discount Factor, if any, may
                                vary from time to time (subject to the limita-
                                tions set forth in the Series 1998-2 Supple-
                                ment), and
 
                                       6
<PAGE>
 
                                initially will be zero. Finance Charge Collec-
                                tions and Imputed Yield Collections, if any,
                                are collectively referred to as "Interest Col-
                                lections." The remainder of the collections on
                                the Receivables received on any business day
                                will be treated as "Principal Collections."
                                Principal Collections and Interest Collections
                                are collectively sometimes referred to herein
                                as "Collections." See "Description of the Of-
                                fered Certificates--Interest Collections; Prin-
                                cipal Collections." All such amounts will then
                                be allocated in accordance with the respective
                                interests of the Certificateholders, the
                                certificateholders of any other Series, and the
                                holder of the Exchangeable Transferor Certifi-
                                cate in the Principal Receivables and in the
                                Interest Receivables in the Trust. During the
                                Revolving Period, upon the retail sale of a
                                product securing a Receivable where Green Tree
                                is providing the customer financing for such
                                retail sale, Green Tree will not, except under
                                certain limited circumstances, be obligated to
                                deposit cash in the Collection Account in re-
                                spect of the principal amount of such Receiv-
                                able but may instead replace such Receivable
                                with other Receivables. See "Description of the
                                Offered Certificates--Allocation Percentages."
 
The Series 1998-2
 Certificates
 
  A. Class A Certificates....  The Class A Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class A Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class A Certificates at the Class A Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class A Invested Amount
                                (which may be less than the aggregate unpaid
                                principal amount of the Class A Certificates,
                                in certain circumstances, if the Investor De-
                                fault Amount exceeds funds allocable thereto
                                and the Class B Invested Amount, the Class C
                                Invested Amount and the Class D Invested Amount
                                are reduced to zero). See "Description of the
                                Offered Certificates--Subordination of the
                                Class B Certificates," "--Allocation Percent-
                                ages" and "--Investor Charge-Offs."
 
  B. Class B Certificates....  The Class B Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class B Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class B Certificates at the Class B Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class B Invested Amount
                                (which may be less than the aggregate unpaid
                                principal amount of the Class B Certificates,
                                in certain circumstances, if the Investor De-
                                fault Amount exceeds funds allocable thereto
                                and the Class C Invested Amount and the Class D
                                Invested Amount are reduced to zero). See "De-
                                scription of the Offered Certificates--Subordi-
                                nation of the Class B Certificates," "--Alloca-
                                tion Percentages" and "--Investor Charge-Offs."
 
 
                                       7
<PAGE>
 
  C. Class C Certificates....  The Class C Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class C Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class C Certificates at the Class C Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class C Invested Amount
                                (which may be less than the aggregate unpaid
                                principal amount of the Class C Certificates,
                                in certain circumstances, if the Investor De-
                                fault Amount exceeds funds allocable thereto
                                and the Class D Invested Amount is reduced to
                                zero). See "Description of the Offered Certifi-
                                cates--Allocation Percentages" and "--Investor
                                Charge-Offs." The Class C Certificates are not
                                being offered hereby.
 
  D. Class D Certificates....  The Class D Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class D Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class D Certificates at the Class D Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class D Invested Amount. The
                                Class D Invested Amount will initially equal
                                $           (exclusive of the Class D Incremen-
                                tal Invested Amount), and will be adjusted from
                                time to time as described under "Description of
                                the Offered Certificates--The Overconcentration
                                Amounts." The Class D Certificates are not be-
                                ing offered hereby.
 
Transferor Interest..........  The Pooling and Servicing Agreement provides
                                that the Trustee will issue two types of cer-
                                tificates: (i) investor certificates in one or
                                more Series, each of which may have multiple
                                classes and of which one or more such classes
                                may be transferable, and (ii) the Exchangeable
                                Transferor Certificate. The Exchangeable Trans-
                                feror Certificate will evidence the Transferor
                                Interest, will be held by the Transferor, and
                                will be transferable only as provided in the
                                Pooling and Servicing Agreement. The Transferor
                                Interest will represent the right to the assets
                                of the Trust not allocated to the Series 1998-2
                                Certificateholders' Interest or the interest of
                                the holders of certificates of any other Series
                                pursuant to the Pooling and Servicing Agreement
                                and applicable Supplements.
 
Companion Series with Series
 1995-1 Certificates.........
                               The Series 1998-2 Certificates are a Companion
                                Series of the Series 1995-1 Certificates. As a
                                result, if a Pay Out Event occurs with respect
                                to the Series 1998-2 Certificates prior to the
                                payment in full of the Series 1995-1 Certifi-
                                cates, Series 1998-2 Certificateholders will
                                receive no allocations of principal (other than
                                funds then on deposit in the Pre-Funding Ac-
                                count) until the Series 1995-1 Certificates are
                                paid in full or funds in respect thereof have
                                been deposited in the Principal Account, which
                                is expected to occur in October 1998. See "Risk
                                Factors--Companion Series with Series 1995-1
                                Certificates; Delay in Allocations of Princi-
                                pal."
 
 
                                       8
<PAGE>
 
Issuance of New Series.......  The Pooling and Servicing Agreement provides
                                that, pursuant to any one or more supplements
                                thereto (each, a "Supplement"), the Transferor
                                may cause the Trustee to issue one or more new
                                Series of certificates (a "New Issuance"). The
                                Transferor may create a New Issuance pursuant
                                to an Exchange (described below). The Trans-
                                feror may offer any Series for sale in transac-
                                tions either registered under the Securities
                                Act or exempt from registration thereunder, di-
                                rectly or through one or more underwriters or
                                placement agents, in fixed-price offerings, in
                                negotiated transactions or otherwise. The
                                Transferor has previously offered Floating Rate
                                Floorplan Receivable Trust Certificates, Series
                                1995-1 (the "Series 1995-1 Certificates"),
                                Floating Rate Floorplan Receivable Trust Cer-
                                tificates, Series 1996-2 (the "Series 1996-2
                                Certificates") and Floating Rate Floorplan Re-
                                ceivable Trust Certificates, Series 1998-1 (the
                                "Series 1998-1 Certificates"), in public offer-
                                ings, and has privately placed Variable Funding
                                Certificates, Series 1996-1 (the "Series 1996-1
                                Certificates"). See Annex B hereto. The Trans-
                                feror currently intends to offer, from time to
                                time, additional Series issued by the Trust.
 
Exchanges....................  The Pooling and Servicing Agreement provides
                                that, pursuant to any one or more Supplements
                                to the Pooling and Servicing Agreement, the
                                Transferor may tender the Exchangeable Trans-
                                feror Certificate or, if provided in the rele-
                                vant Supplement, certificates comprising any
                                Series and the Exchangeable Transferor Certifi-
                                cate, to the Trustee in exchange for certifi-
                                cates comprising one or more new Series and a
                                reissued Exchangeable Transferor Certificate
                                (an "Exchange"). Any Exchange will be subject
                                to certain conditions specified in the Pooling
                                and Servicing Agreement. See "Description of
                                the Offered Certificates--Exchanges."
 
Interest.....................  Interest on the respective outstanding balance
                                of each Class of Offered Certificates will ac-
                                crue at the applicable Certificate Rate (as de-
                                fined below) and will be payable on the 13th
                                day of each month, or if such day is not a
                                business day, on the next succeeding business
                                day (each a "Distribution Date"), beginning
                                  , 1998. Interest will accrue from and includ-
                                ing the preceding Distribution Date up to but
                                excluding such Distribution Date (or, in the
                                case of the first Distribution Date, from and
                                including the Series 1998-2 Issuance Date)
                                (each an "Interest Accrual Period") and will be
                                calculated on the basis of the actual number of
                                days in the related Interest Accrual Period di-
                                vided by 360.
 
                               Interest on the outstanding principal balance of
                                the Class A Certificates will accrue for each
                                Interest Accrual Period at a rate per annum
                                equal to the lesser of (i) one-month LIBOR
                                (calculated as described under "Description of
                                the Offered Certificates--Interest Payments")
                                determined as of the second LIBOR business day
                                prior to such Interest Accrual Period (or, in
                                the case of the first Distribution Date, deter-
                                mined as of      , 1998 for the period
 
                                       9
<PAGE>
 
                                from      , 1998 up to but excluding      ,
                                1998) plus    % per annum or (ii) the Net Re-
                                ceivables Rate (as described under "Description
                                of the Offered Certificates--Interest") (the
                                "Class A Certificate Rate"). Interest on the
                                outstanding principal balance of the Class B
                                Certificates will accrue for each Interest Ac-
                                crual Period at a rate per annum equal to the
                                lesser of (i) one-month LIBOR determined as of
                                the second LIBOR business day prior to such In-
                                terest Accrual Period (or, in the case of the
                                first Distribution Date, determined as of
                                  , 1998 for the period from      , 1998 up to
                                but excluding      , 1998) plus    % per annum
                                or (ii) the Net Receivables Rate (the "Class B
                                Certificate Rate" and together with the Class A
                                Certificate Rate, the Class C Certificate Rate
                                and the Class D Certificate Rate, the "Certifi-
                                cate Rates").
 
                               Interest payments on the Offered Certificates
                                will be made from Series Available Interest
                                Collections, as described under "Description of
                                the Offered Certificates--Application of Col-
                                lections--Payment of Fees, Interest and Other
                                Items," and from certain other funds allocated
                                for such purpose under the Pooling and Servic-
                                ing Agreement. See "Description of the Offered
                                Certificates--Reallocated Principal Collec-
                                tions."
 
Funding Period...............  During the period from and including the Series
                                1998-2 Issuance Date to but excluding the ear-
                                lier of (x) the first day for which the In-
                                vested Amount equals the Full Invested Amount;
                                (y) the first day on which a Pay Out Event is
                                deemed to occur; and (z) the last day of the
                                    1998 Monthly Period (the "Funding Period"),
                                the Pre-Funded Amount will be maintained in a
                                trust account to be established with the
                                Trustee (the "Pre-Funding Account"). The "Pre-
                                Funded Amount" as of any date during the Fund-
                                ing Period will equal the amount of the initial
                                deposit to the Pre-Funding Account, less the
                                amounts of any increases in the Invested Amount
                                pursuant to the Series 1998-2 Supplement in
                                connection with the increase in the amount of
                                Receivables in the Trust. On the Series 1998-2
                                Issuance Date a cash deposit will be made to
                                the Pre-Funding Account such that the amount of
                                Principal Receivables plus the amount of such
                                cash deposit on such date will at least equal
                                the sum of the initial outstanding principal
                                balances of the Class A Certificates, the Class
                                B Certificates, the Class C Certificates and
                                the Class D Certificates, and the then current
                                outstanding principal amount of the Series
                                1995-1 Certificates, the Series 1996-1 Variable
                                Funding Certificates, the Series 1996-2 Certif-
                                icates and the Series 1998-1 Certificates.
                                Funds on deposit in the Pre-Funding Account
                                will be invested by the Trustee at the direc-
                                tion of the Servicer in Cash Equivalents.
 
                               During the Funding Period, funds on deposit in
                                the Pre-Funding Account will be withdrawn and
                                paid to the Transferor, as frequently as daily,
                                to the extent of any increases in the Invested
 
                                       10
<PAGE>
 
                                Amount as a result of the increase in the
                                amount of Receivables in the Trust. The Trans-
                                feror expects that the funds on deposit in the
                                Pre-Funding Account will be fully invested in
                                Receivables by the end of the     1998 Monthly
                                Period. In the event of the occurrence of a Pay
                                Out Event during the Funding Period the amounts
                                remaining on deposit in the Pre-Funding Ac-
                                count, will be payable as principal first to
                                the Class A Certificateholders until the Class
                                A Invested Amount is paid in full, then to the
                                Class B Certificateholders until the Class B
                                Invested Amount is paid in full, then to the
                                Class C Certificateholders until the Class C
                                Invested Amount is paid in full, and then to
                                the Class D Certificateholders until the Class
                                D Invested Amount is paid in full. Should the
                                Pre-Funded Amount be greater than zero on the
                                last day of the     1998 Monthly Period, such
                                amount will be deposited in the Excess Funding
                                Account and the Invested Amount will be in-
                                creased in an amount equal to such deposit.
                                Amounts on deposit in the Excess Funding Ac-
                                count are treated as assets of the Trust allo-
                                cated to all Series then outstanding and the
                                Exchangeable Transferor Certificate and will be
                                applied as described in "Description of the Of-
                                fered Certificates--Excess Funding Account."
 
Revolving Period.............  The "Revolving Period" with respect to Series
                                1998-2 means the period from and including the
                                Series 1998-2 Issuance Date to, but not includ-
                                ing, the earlier of (a) the commencement of the
                                Controlled Accumulation Period (described be-
                                low) and (b) the commencement of the Early Am-
                                ortization Period. During the Revolving Period,
                                Principal Collections otherwise allocable to
                                the Certificateholders (other than any Reallo-
                                cated Principal Collections applied to make in-
                                terest distributions) will, subject to certain
                                limitations, be paid from the Trust to the
                                holder of the Exchangeable Transferor Certifi-
                                cate or applied as Shared Principal Collections
                                and paid to holders of certificates of other
                                series, as described below under "Shared Prin-
                                cipal Collections."
 
                               The aggregate principal amount of the Series
                                1998-2 Certificates, except as otherwise pro-
                                vided herein, will remain fixed during the Re-
                                volving Period.
Principal Payments
 
  A. Controlled Accumulation
     Period..................
                               On      , the Servicer will determine the Accu-
                                mulation Period Length. The "Accumulation Pe-
                                riod Length" will be one, two, three or four
                                month(s) and will be calculated as the product,
                                rounded upwards to the nearest integer, of (a)
                                four and (b) a fraction, the numerator of which
                                is the Invested Amount as of       (after giv-
                                ing effect to all changes therein on such date)
                                and the denominator of which is the sum of such
                                Invested Amount and the invested amounts as of
                                      (after giving effect to all changes
                                therein on such date) of all other outstanding
                                Series whose respective revolving periods are
                                not
 
                                       11
<PAGE>
 
                                scheduled to end before the last day of the
                                      Monthly Period. Depending on whether the
                                Accumulation Period Length is one month, two
                                months, three months or four months, the "Accu-
                                mulation Period Commencement Date" will be the
                                first day of the       Monthly Period, the
                                      Monthly Period, the       Monthly Period
                                or the       Monthly Period, respectively. Not-
                                withstanding the foregoing, the Accumulation
                                Period Commencement Date will be       if,
                                prior to such date, any other outstanding Se-
                                ries has entered into an early amortization pe-
                                riod. In addition, if the Accumulation Period
                                Length has been determined to be less than four
                                months and, thereafter, any outstanding Series
                                enters into an early amortization period, the
                                Accumulation Period Commencement Date will be
                                the earlier of (i) the date that such outstand-
                                ing Series entered into its early amortization
                                period and (ii) the Accumulation Period Com-
                                mencement Date as previously determined.
 
                               The Controlled Accumulation Period will end on
                                the earliest of (i) the commencement of the
                                Early Amortization Period, (ii) payment of the
                                Invested Amount in full and (iii) the Series
                                1998-2 Termination Date.
 
                               On each business day during the Controlled Accu-
                                mulation Period, prior to the payment of the
                                Class A Invested Amount in full, the Servicer
                                will deposit into an account established for
                                the Certificateholders (the "Principal Ac-
                                count") an amount equal to the lesser of (a)
                                Principal Collections allocable to the Class A,
                                Class B and Class C Certificateholders' Inter-
                                ests plus Shared Principal Collections, if any,
                                from other Series allocable to the Class A,
                                Class B and Class C Certificates, plus certain
                                other amounts comprising Class A, Class B and
                                Class C Principal, and (b) the amount, if any,
                                by which (i) the sum of the Controlled Accumu-
                                lation Amount for such Monthly Period plus the
                                Accumulation Shortfall (described below), if
                                any (such sum being referred to as the "Con-
                                trolled Deposit Amount" for the related Monthly
                                Period) exceeds (ii) the amount in the Princi-
                                pal Account for the account of the Class A
                                Certificateholders.
 
                               On each business day during the Controlled Accu-
                                mulation Period, following the payment (or de-
                                posit in the Principal Account) of the Class A
                                Invested Amount in full but prior to the pay-
                                ment (or deposit in the Principal Account) of
                                the Class B Invested Amount in full, an amount
                                equal to the lesser of (a) Principal Collec-
                                tions allocable to the Class B and Class C
                                Certificateholders' Interests (on the basis of
                                the ABC Fixed/Floating Allocation Percentage)
                                plus Shared Principal Collections, if any, from
                                other Series allocable to the Class B and Class
                                C Certificates, plus certain other amounts com-
                                prising Class B and Class C Principal, and (b)
                                the amount, if any, by which (i) the Controlled
                                Deposit Amount for the related
 
                                       12
<PAGE>
 
                                Monthly Period exceeds (ii) the amount in the
                                Principal Account for the account of the Class
                                B Certificateholders, will be deposited daily
                                in the Principal Account.
 
                               On any business day when the amount on deposit
                                in the Principal Account equals or exceeds the
                                Controlled Deposit Amount for the related Dis-
                                tribution Date, the balance of all such funds
                                remaining on deposit in the Collection Account
                                will be treated as Shared Principal Collections
                                and may be used to make payments to other Se-
                                ries which are in an accumulation or amortiza-
                                tion period.
 
                               If, for any Monthly Period, the amount deposited
                                in the Principal Account is less than the Con-
                                trolled Deposit Amount, the amount of such de-
                                ficiency will be the "Accumulation Shortfall"
                                for the succeeding Monthly Period.
 
                               All funds on deposit in the Principal Account
                                will be invested at the direction of the
                                Servicer by the Trustee in certain Cash Equiva-
                                lents. Investment earnings (net of investment
                                losses and expenses) on funds on deposit in the
                                Principal Account (the "Principal Investment
                                Proceeds") during the Controlled Accumulation
                                Period will be treated as Available Series In-
                                terest Collections. Amounts, if any, in the
                                Principal Account may be expected to earn in-
                                terest at a rate that is less than the weighted
                                average of the Class A Certificate Rate, the
                                Class B Certificate Rate, the Class C Certifi-
                                cate Rate and the Class D Certificate Rate plus
                                2% per annum (the "Base Rate"). The difference
                                between the amount of interest actually earned
                                on investments in the Principal Account on any
                                day and the amount of interest that would have
                                been earned on such investments at the Base
                                Rate is the "Principal Funding Investment
                                Shortfall" for such day. On each business day,
                                the Servicer will apply an amount equal to the
                                lesser of (i) the Series Allocation Percentage
                                of the Interest Collections allocable to the
                                Transferor Interest ("Transferor Interest Col-
                                lections") on such business day and (ii) the
                                Principal Funding Investment Shortfall plus the
                                Negative Carry Amount (described below under
                                "Excess Funding Account"), if any, for such
                                business day, in the manner specified for ap-
                                plication of Available Series Interest Collec-
                                tions.
 
                               Funds on deposit in the Principal Account will
                                be available to pay the Class A
                                Certificateholders the Class A Invested Amount
                                on the Class A Scheduled Payment Date. If the
                                aggregate principal amount of deposits made to
                                the Principal Account is insufficient to pay
                                the Class A Invested Amount on the Class A
                                Scheduled Payment Date, the Early Amortization
                                Period will commence as described below. Al-
                                though it is anticipated that during the Con-
                                trolled Accumulation Period prior to the pay-
                                ment of the Class A Invested Amount in full,
                                funds will be deposited in the Principal Ac-
                                count in an amount equal to the applicable Con-
                                trolled Deposit Amount for each Monthly Period
                                and that scheduled prin-
 
                                       13
<PAGE>
 
                                cipal will be available for distribution to the
                                Class A Certificateholders on the Class A
                                Scheduled Payment Date, no assurance can be
                                given in that regard. See "Risk Factors--Cer-
                                tificate Rating" and "Maturity Considerations."
 
                               On the Class B Scheduled Payment Date, provided
                                that the Class A Invested Amount is paid in
                                full on the Class A Scheduled Payment Date and
                                the Early Amortization Period has not com-
                                menced, Principal Collections will be paid to
                                the Class B Certificateholders in respect of
                                the Class B Invested Amount as described here-
                                in. If the Principal Collections are insuffi-
                                cient to pay the Class B Invested Amount in
                                full on the Class B Scheduled Payment Date, the
                                Early Amortization Period will commence as de-
                                scribed below. Although it is anticipated that
                                scheduled principal will be available for dis-
                                tribution to the Class B Certificateholders on
                                the Class B Scheduled Payment Date, no assur-
                                ance can be given in that regard. See "Risk
                                Factors--Certificate Rating" and "Maturity Con-
                                siderations."
 
                               If a Pay Out Event occurs during the Controlled
                                Accumulation Period, the Early Amortization Pe-
                                riod will commence and any amounts on deposit
                                in the Principal Account will be applied as de-
                                scribed under "B. Early Amortization Period"
                                below.
 
                               Other Series issued by the Trust may have either
                                an accumulation period or an amortization peri-
                                od. Such periods may have different lengths and
                                begin on different dates than the Controlled
                                Accumulation Period described herein. Thus,
                                certain Series may be in their revolving peri-
                                ods while others are in their amortization or
                                accumulation periods. In addition, other Series
                                may allocate Principal Collections based upon
                                different investor percentages. No Supplement
                                with respect to any such Series, however, may
                                change the terms of the Series 1998-2 Certifi-
                                cates or the terms of the Pooling and Servicing
                                Agreement as it relates to the Offered Certifi-
                                cates. See "Description of the Offered Certifi-
                                cates--Exchanges" for a discussion of the po-
                                tential terms of other Series.
 
  B. Early Amortization        If a Pay Out Event occurs, either during the Re-
 Period......................   volving Period or the Controlled Accumulation
                                Period, the Early Amortization Period will be-
                                gin. During the Early Amortization Period,
                                Principal Collections allocable to the Class A,
                                Class B and Class C Certificateholders' Inter-
                                est and certain other amounts (including Shared
                                Principal Collections from any other Series and
                                funds, if any, on deposit in the Pre-Funding
                                Account or the Excess Funding Account (other
                                than funds in the Class D Subaccount)) will no
                                longer be reinvested in the Trust or otherwise
                                used to maintain the Certificateholders' Inter-
                                est, but instead will be distributed as princi-
                                pal payments monthly on each Distribution Date
                                beginning with the first Distribution Date fol-
                                lowing the Monthly Period in which a Pay Out
                                Event occurs or is deemed to have occurred.
                                Principal payments will be made first to the
                                Class A Certificateholders until the Class A
                                Invested Amount has been
 
                                       14
<PAGE>
 
                                paid in full, and then to the Class B
                                Certificateholders until the Class B Invested
                                Amount has been paid in full, and then to the
                                Class C Certificateholders until the Class C
                                Invested Amount has been paid in full, and then
                                to the Class D Certificateholders until the
                                Class D Invested Amount has been paid in full.
                                If a Pay Out Event occurs with respect to the
                                Series 1998-2 Certificates prior to the payment
                                in full of the Series 1995-1 Certificates, Se-
                                ries 1998-2 Certificateholders will receive no
                                allocations of principal (other than funds then
                                on deposit in the Pre-Funding Account) until
                                the Series 1995-1 Certificates are paid in full
                                or funds in respect thereof have been deposited
                                in the Principal Account, which is expected to
                                occur in October 1998. See "Risk Factors--Com-
                                panion Series with Series 1995-1 Certificates;
                                Delay in Allocations of Principal" and "De-
                                scription of the Offered Certificates--Pay Out
                                Events."
 
Allocation of Trust Assets...  The Trust's assets will be allocated among the
                                Class A Certificateholders' Interest, the Class
                                B Certificateholders' Interest, the Class C
                                Certificateholders' Interest, the Class D
                                Certificateholders' Interest, the interest of
                                the certificateholders of any other Series is-
                                sued pursuant to the Pooling and Servicing
                                Agreement and applicable Supplements, and the
                                Transferor Interest. The interest of the
                                certificateholders of any class of any Series
                                in the assets of the Trust will be limited to
                                the certificateholders' interest for such class
                                and Series, and such certificateholders will
                                not have any recourse against any assets of the
                                Trust other than those allocated to such
                                certificateholders' interest pursuant to the
                                Pooling and Servicing Agreement and any appli-
                                cable Supplement. The principal amount of the
                                Transferor Interest will fluctuate as the
                                amount of Receivables in the Trust, the in-
                                vested amount of each Series, and the amounts,
                                if any, on deposit in the Excess Funding Ac-
                                count change from time to time. See "Descrip-
                                tion of the Offered Certificates--General" and
                                "--Excess Funding Account."
 
                               The Class A Certificateholders' Interest, the
                                Class B Certificateholders' Interest, the Class
                                C Certificateholders' Interest, and the Class D
                                Certificateholders' Interest will each include
                                the right to receive (but only to the extent
                                needed to make required payments under the
                                Pooling and Servicing Agreement) varying per-
                                centages of Interest Collections and Principal
                                Collections during each Monthly Period. Inter-
                                est Collections and the amount of Defaulted Re-
                                ceivables will be allocated on each business
                                day, and Principal Collections will be allo-
                                cated on each business day during the Revolving
                                Period, to the Class A Certificateholders' In-
                                terest, the Class B Certificateholders' Inter-
                                est, the Class C Certificateholders' Interest,
                                and the Class D Certificateholders' Interest
                                based on the Class A Floating Allocation Per-
                                centage, the Class B Floating Allocation Per-
                                centage, the Class C Floating Allocation Per-
                                centage, and the Class D Floating Allocation
                                Percentage, respectively. During the Revolving
                                Period for each Se-
 
                                       15
<PAGE>
 
                                ries, all Principal Collections that would oth-
                                erwise be allocated to the Certificateholders
                                will be allocated on each business day and paid
                                to the Transferor (except for Shared Principal
                                Collections used to make payments to other Se-
                                ries and Reallocated Principal Collections).
                                During the Controlled Accumulation Period, un-
                                til the Class A Scheduled Payment Date, Princi-
                                pal Collections will generally be allocated on
                                each business day to the Class A
                                Certificateholders' Interest based on the ABC
                                Fixed/Floating Allocation Percentage. On and
                                after the Class A Scheduled Payment Date, Prin-
                                cipal Collections will generally be allocated
                                on each business day to the Class B
                                Certificateholders' Interest based on the ABC
                                Fixed/Floating Allocation Percentage. On and
                                after the Class B Scheduled Payment Date, all
                                Principal Collections will generally be allo-
                                cated on each business day to the Class C
                                Certificateholders' Interest based on the ABC
                                Fixed/Floating Allocation Percentage. See "De-
                                scription of the Offered Certificates--Alloca-
                                tion Percentages."

Shared Principal 
 Collections.................  To the extent that Principal Collections and
                                other amounts that are allocated to the
                                certificateholders' interest of any class of
                                any series (other than any Transferor Retained
                                Class) are not needed to make payments to the
                                certificateholders of such class or required to
                                be deposited in the Principal Account, they may
                                be applied to cover principal payments due to
                                or for the benefit of certificateholders of an-
                                other Series. Any such reallocation will not
                                result in a reduction in the certificate-
                                holders' interest of the Series to which such
                                Principal Collections were initially allocated.
                                As a result, Principal Collections and certain
                                other amounts otherwise allocable to other Se-
                                ries, to the extent such collections are not
                                needed to make payments to the
                                certificateholders of such other Series, may be
                                applied to cover principal payments due to or
                                for the benefit of the holders of the Series
                                1998-2 Certificates, and Principal Collections
                                and certain other amounts otherwise allocable
                                to the Series 1998-2 Certificates, to the ex-
                                tent such collections are not needed to make
                                payments to the holders of the Series 1998-2
                                Certificates, may be applied to cover principal
                                payments due to or for the benefit of the hold-
                                ers of certificates of other Series. See "De-
                                scription of the Offered Certificates--Applica-
                                tion of Collections."
 
Excess Funding Account.......  At any time during which the Transferor Interest
                                is less than the Minimum Transferor Interest,
                                funds (to the extent available therefor as de-
                                scribed herein) otherwise payable to the Trans-
                                feror will be deposited in the Excess Funding
                                Account on each business day until the Trans-
                                feror Interest is equal to the Minimum Trans-
                                feror Interest. If for any reason the Trans-
                                feror Interest (plus any funds on deposit in
                                the Excess Funding Account) is less than the
                                Minimum Transferor Interest, or if the amount
                                of funds in the Excess Funding Account exceeds
                                certain threshholds for a specified period of
                                time, a Pay Out Event will occur and the Early
                                Amortization Period will begin. Funds on
 
                                       16
<PAGE>
 
                                deposit in the Excess Funding Account will be
                                withdrawn and paid to the Transferor to the ex-
                                tent that on any day the Transferor Interest
                                exceeds the Minimum Transferor Interest. No
                                funds will be deposited in the Excess Funding
                                Account, however, if any Series is in an amor-
                                tization or accumulation period (including any
                                early amortization period), unless the princi-
                                pal account for such Series has been fully
                                funded for such Monthly Period.
 
                               Any funds on deposit in the Excess Funding Ac-
                                count at the beginning of the Controlled Accu-
                                mulation Period will be deposited in the Prin-
                                cipal Account. See "Description of the Offered
                                Certificates--Excess Funding Account."
 
                               Amounts, if any, in the Excess Funding Account
                                may be expected to earn interest at a rate that
                                is less than the Base Rate (described above un-
                                der "Principal Payments--A. Controlled Accumu-
                                lation Period"). The difference between the
                                amount of interest actually earned on invest-
                                ments in the Excess Funding Account and the
                                Pre-Funding Account on any day and the amount
                                of interest that would have been earned on such
                                investments at the Base Rate is the "Negative
                                Carry Amount" for such day. On each business
                                day, the Servicer will apply an amount equal to
                                the lesser of (i) the Transferor Interest Col-
                                lections on such business day and (ii) the
                                Principal Funding Investment Shortfall plus the
                                Negative Carry Amount, if any, for such busi-
                                ness day, in the manner specified for applica-
                                tion of Available Series Interest Collections.
 
Distribution of Available
 Series Interest Collections
 Allocable to
 Certificateholders..........  Available Series Interest Collections will be
                                applied on each business day in a Monthly Pe-
                                riod in the following order of priority:
 
                                  (i) an amount equal to the amount of Class A
                                  Monthly Interest and any overdue Class A
                                  Monthly Interest not previously deposited in
                                  the Interest Funding Account for such
                                  Monthly Period and interest on any overdue
                                  interest amounts will be deposited in the
                                  Interest Funding Account;
 
                                  (ii) an amount equal to the amount of Class
                                  B Monthly Interest and any overdue Class B
                                  Monthly Interest not previously deposited in
                                  the Interest Funding Account for such
                                  Monthly Period and interest on any overdue
                                  interest amounts will be deposited in the
                                  Interest Funding Account;
 
                                  (iii) if Green Tree or an affiliate of Green
                                  Tree is not the Servicer, an amount equal to
                                  the Monthly Servicing Fee plus any unpaid
                                  Monthly Servicing Fee for any prior Monthly
                                  Period, to the extent such amount has not
                                  been paid on prior business days in such
                                  Monthly Period, will be paid to the
                                  Servicer;
 
 
                                       17
<PAGE>
 
                                  (iv) an amount equal to the ABC Investor
                                  Default Amount on such business day and, to
                                  the extent not previously paid, the ABC
                                  Investor Default Amount for each prior
                                  business day in such Monthly Period will be
                                  (a) during the Revolving Period, treated as
                                  Shared Principal Collections, (b) during the
                                  Controlled Accumulation Period, deposited in
                                  the Principal Account (up to the Controlled
                                  Deposit Amount) or (c) during any Early
                                  Amortization Period, deposited in the
                                  Principal Account;
 
                                  (v) an amount equal to the Class D Investor
                                  Default Amount on such business day and, to
                                  the extent not previously paid, the Class D
                                  Investor Default Amount for each prior
                                  business day in such Monthly Period will be
                                  (a) during the Revolving Period and the
                                  Controlled Accumulation Period prior to the
                                  payment in full of the Class C Invested
                                  Amount, paid to the Transferor in order to
                                  maintain the Class D Invested Amount, (b)
                                  during the Controlled Accumulation Period
                                  following the payment in full of the Class C
                                  Invested Amount, paid to the Class D
                                  Certificateholders up to the Class D
                                  Invested Amount, and (c) during the Early
                                  Amortization Period prior to the payment of
                                  the Class C Invested Amount in full,
                                  deposited in the Class D Subaccount of the
                                  Excess Funding Account, to be held until the
                                  Class C Invested Amount has been paid in
                                  full, and to be available to be applied as
                                  Reallocated Class D Principal Collections;
 
                                  (vi) an amount equal to unreimbursed Class A
                                  Investor Charge-Offs on such business day
                                  will be (a) during the Revolving Period,
                                  treated as Shared Principal Collections, (b)
                                  during the Controlled Accumulation Period,
                                  on or prior to the Class A Scheduled Payment
                                  Date, deposited in the Principal Account (up
                                  to the Controlled Deposit Amount), or (c)
                                  during any Early Amortization Period,
                                  deposited in the Principal Account;
 
                                  (vii) an amount equal to the accrued and un-
                                  paid interest on the outstanding aggregate
                                  principal amount of the Class B Certificates
                                  not previously deposited in the Interest
                                  Funding Account for such Monthly Period will
                                  be deposited in the Interest Funding Account;
 
                                  (viii) an amount equal to unreimbursed Class
                                  B Investor Charge-Offs and unreimbursed re-
                                  ductions in the Class B Invested Amount on
                                  account of Reallocated Principal Collections
                                  on such business day will be (a) during the
                                  Revolving Period, treated as Shared Principal
                                  Collections, (b) during the Controlled Accu-
                                  mulation Period, on or prior to the Class A
                                  Scheduled Payment Date, deposited in the
                                  Principal Account (up to the Controlled De-
                                  posit Amount) for the Class A
                                  Certificateholders, (c) during the Controlled
                                  Accumulation Period, on and after the Class A
                                  Scheduled Payment Date, de-
 
                                       18
<PAGE>
 
                                 posited in the Principal Account up to the
                                 Class B Invested Amount for the Class B
                                 Certificateholders, or (d) during any Early
                                 Amortization Period, deposited in the Princi-
                                 pal Account;
 
                                 (ix) an amount equal to unreimbursed Class C
                                 Investor Charge-Offs and unreimbursed reduc-
                                 tions in the Class C Invested Amount on ac-
                                 count of Reallocated Principal Collections on
                                 such business day will be (a) during the Re-
                                 volving Period, treated as Shared Principal
                                 Collections, (b) during the Controlled Accu-
                                 mulation Period, on or prior to the Class A
                                 Scheduled Payment Date, deposited in the
                                 Principal Account (up to the Controlled De-
                                 posit Amount) for the Class A
                                 Certificateholders, (c) during the Controlled
                                 Accumulation Period, prior to the Class C
                                 Principal Commencement Date, deposited in the
                                 Principal Account up to the Class B Invested
                                 Amount for the Class B Certificateholders, or
                                 (d) during any Early Amortization Period, de-
                                 posited in the Principal Account;
 
                                 (x) an amount equal to unreimbursed Class D
                                 Investor Charge-Offs and unreimbursed reduc-
                                 tions in the Class D Invested Amount on ac-
                                 count of Reallocated Principal Collections on
                                 such business day will be (a) during the Re-
                                 volving Period and during the Controlled Ac-
                                 cumulation Period prior to the payment in
                                 full of the Class C Invested Amount, paid to
                                 the Transferor in order to maintain the Class
                                 D Invested Amount, (b) during the Controlled
                                 Accumulation Period following the payment in
                                 full of the Class C Invested Amount, paid to
                                 the Class D Certificateholders, and (c) dur-
                                 ing the Early Amortization Period prior to
                                 the payment of the Class C Invested Amount in
                                 full, deposited in the Class D Subaccount of
                                 the Excess Funding Account, to be held until
                                 the Class C Invested Amount has been paid in
                                 full, and to be available to be applied as
                                 Reallocated Class D Principal Collections;
 
                                 (xi) an amount equal to the accrued and
                                 unpaid interest on the outstanding aggregate
                                 principal amount of the Class C Certificates
                                 not previously deposited in the Interest
                                 Funding Account for such Monthly Period or
                                 any prior Monthly Period will be deposited in
                                 the Interest Funding Account;
 
                                 (xii) an amount equal to the accrued and un-
                                 paid interest on the outstanding aggregate
                                 principal amount of the Class D Certificates
                                 not previously deposited in the Interest
                                 Funding Account for such Monthly Period or
                                 any prior Monthly Period will be deposited in
                                 the Interest Funding Account;
 
                                 (xiii) if Green Tree or an affiliate of Green
                                 Tree is the Servicer, an amount equal to the
                                 Monthly Servicing Fee plus any unpaid Monthly
                                 Servicing Fee for any prior Monthly Pe-
 
                                       19
<PAGE>
 
                                 riod, to the extent such amount has not been
                                 paid on prior business days in such Monthly
                                 Period, will be paid to the Servicer; and
 
                                 (xiv) the remainder will be treated as Excess
                                 Interest Collections.
 
                                 See "Description of the Offered Certifi-
                                 cates--Application of Collections."

Sharing of Excess Interest 
 Collections.................  Interest Collections on any business day in ex-
                                cess of the amounts necessary to make required
                                payments in respect of the Series 1998-2 Cer-
                                tificates on such business day will be applied
                                to cover any shortfalls with respect to amounts
                                payable from Interest Collections allocable to
                                any other Series then outstanding, pro rata
                                based upon the amount of the shortfall, if any,
                                with respect to such other Series. Any Excess
                                Interest Collections remaining after covering
                                shortfalls with respect to all outstanding Se-
                                ries will be paid to the Transferor.
 
Investor Default Amount;
 Investor Charge-Offs........  A portion of all Defaulted Receivables (the "In-
                                vestor Default Amount") will be allocated to
                                the Certificateholders in an amount equal to
                                the product of the Floating Allocation Percent-
                                age applicable during the related Monthly Pe-
                                riod and the principal amount of Defaulted Re-
                                ceivables for such Monthly Period. Available
                                Series Interest Collections will be applied to
                                the payment thereof as described in clauses
                                (iv) and (v) of "Distribution of Available Se-
                                ries Interest Collections Allocable to
                                Certificateholders" above. If such application
                                is not sufficient to cover the entire Investor
                                Default Amount, then the amount of Excess In-
                                terest Collections, to the extent applied to
                                the payment thereof as described in "Sharing of
                                Excess Interest Collections" above and any Re-
                                allocated Principal Collections applied with
                                respect thereto, as described under "Descrip-
                                tion of the Offered Certificates--Reallocated
                                Principal Collections," will be applied to
                                cover any remaining Investor Default Amount. If
                                such amounts are not sufficient to cover such
                                remaining Investor Default Amount, then the
                                Class D Invested Amount will be reduced by the
                                remaining aggregate Investor Default Amount (a
                                "Class D Investor Charge-Off") for such Monthly
                                Period to avoid a charge-off with respect to
                                the Class A Certificates, the Class B Certifi-
                                cates or the Class C Certificates.
 
                               The Class D Invested Amount will thereafter be
                                increased (but by no more than the amount of
                                previously unreimbursed Class D Investor
                                Charge-Offs and Reallocated Class D Principal
                                Collections) on any business day by the amount
                                of Available Series Interest Collections allo-
                                cated and available for such purpose as de-
                                scribed in clause (x) of "Distribution of
                                Available Series Interest Collections Allocable
                                to Certificateholders." If the Class D Invested
                                Amount is reduced to zero, a portion of the
                                Class C
 
                                       20
<PAGE>
 
                                Invested Amount equal to the amount by which
                                such insufficiency would have caused the Class
                                D Invested Amount to be reduced below zero (but
                                not in excess of the remaining aggregate In-
                                vestor Default Amount for such Monthly Period)
                                will be deducted from the Class C Invested
                                Amount (a "Class C Investor Charge-Off") to
                                avoid a charge-off with respect to the Class A
                                Certificates or the Class B Certificates. If
                                and for so long as the Class D Invested Amount
                                is reduced to zero, the Class C
                                Certificateholders will bear directly the
                                credit and other risks associated with their
                                undivided interest in the Trust.
 
                               The Class C Invested Amount will thereafter be
                                increased (but not in excess of the unpaid
                                principal balance of the Class C Certificates)
                                on any business day by the amount of Available
                                Series Interest Collections allocated and
                                available for that purpose as described in
                                clause (ix) of "Distribution of Available Se-
                                ries Interest Collections Allocable to
                                Certificateholders." If the Class C Invested
                                Amount is reduced to zero, a portion of the
                                Class B Invested Amount equal to the amount by
                                which such insufficiency would have caused the
                                Class C Invested Amount to be reduced below
                                zero (but not in excess of the remaining aggre-
                                gate Investor Default Amount for such Monthly
                                Period) will be deducted from the Class B In-
                                vested Amount (a "Class B Investor Charge-Off")
                                to avoid a charge-off with respect to the Class
                                A Certificates. If and for so long as the Class
                                C Invested Amount is reduced to zero, the Class
                                B Certificateholders will bear directly the
                                credit and other risks associated with their
                                undivided interest in the Trust.
 
                               The Class B Invested Amount will thereafter be
                                increased (but not in excess of the unpaid
                                principal balance of the Class B Certificates)
                                on any business day by the amount of Available
                                Series Interest Collections allocated and
                                available for that purpose as described in
                                clause (viii) of "Distribution of Available Se-
                                ries Interest Collections Allocable to
                                Certificateholders." If the Class B Invested
                                Amount is reduced to zero, a portion of the
                                Class A Invested Amount equal to the amount by
                                which such insufficiency would have caused the
                                Class B Invested Amount to be reduced below
                                zero (but not in excess of the remaining aggre-
                                gate Investor Default Amount for such Monthly
                                Period) will be deducted from the Class A In-
                                vested Amount (a "Class A Investor Charge-
                                Off"). If and for so long as the Class B In-
                                vested Amount and the Class C Invested Amount
                                are reduced to zero, the Class A
                                Certificateholders will bear directly the
                                credit and other risks associated with their
                                undivided interest in the Trust.
 
                               The Class A Invested Amount will thereafter be
                                increased (but not in excess of the unpaid
                                principal balance of the Class A Certificates)
                                on any business day by the amount of Available
                                Series Interest Collections allocated and
                                available for that purpose as
 
                                       21
<PAGE>
 
                                described in clause (vi) of "Distribution of
                                Available Series Interest Collections Allocable
                                to Certificateholders." See "Description of the
                                Offered Certificates--Investor Charge-Offs."
 
Subordination of the Class B
 Certificates, the Class C
 Certificates and the Class
 D Certificates..............
                               The Class B Certificates will be subordinated to
                                fund payments of principal and interest on the
                                Class A Certificates. The Class C Certificates
                                will be subordinated to fund payments of prin-
                                cipal and interest on the Class A Certificates
                                and the Class B Certificates. The Class D Cer-
                                tificates will be subordinated to fund payments
                                of principal and interest on the Class A Cer-
                                tificates and the Class B Certificates and pay-
                                ments of principal and, under certain circum-
                                stances, interest on the Class C Certificates.
                                See "Description of the Offered Certificates--
                                Subordination of the Class B Certificates," "--
                                Reallocation of Cash Flows" and "--Reallocated
                                Principal Collections" herein. The Class B In-
                                vested Amount, the Class C In vested Amount and
                                the Class D Invested Amount will be subordi-
                                nated as described herein to the extent neces-
                                sary to fund certain payments with respect to
                                each Class of Certificates with an earlier al-
                                phabetical designation as described herein. If
                                at the end of any Monthly Period there is a
                                positive Class A Required Amount, Class B Re-
                                quired Amount or Class C Required Amount, then,
                                commencing on the first business day of the
                                following Monthly Period, certain Principal
                                Collections for such business day will be used
                                to fund first the Class A Required Amount, sec-
                                ond the Class B Required Amount and third the
                                Class C Required Amount, as more fully de-
                                scribed herein in "Description of the Offered
                                Certificates-- Reallocated Principal Collec-
                                tions." To the extent the Class B Invested
                                Amount, the Class C Invested Amount or the
                                Class D Invested Amount is reduced for any rea-
                                son, the percentage of Interest Collections al-
                                located to the Class B Certificateholders, the
                                Class C Certificateholders, or the Class D
                                Certificateholders, as applicable, will be re-
                                duced. Moreover, to the extent the amount of
                                such reduction in the Class B Invested Amount,
                                the Class C Invested Amount, or the Class D In-
                                vested Amount is not reimbursed, the amount of
                                principal distributable to the Class B
                                Certificateholders, the Class C
                                Certificateholders, or the Class D
                                Certificateholders, as applicable, from the
                                Collection Account will be reduced. Principal
                                payments with respect to the Class B Certifi-
                                cates will not be made until the final payment
                                of the Class A Invested Amount has been made to
                                the Class A Certificateholders. Principal pay-
                                ments with respect to the Class C Certificates
                                will not be made until the final payment of the
                                Class A Invested Amount has been made to the
                                Class A Certificateholders and the final pay-
                                ment of the Class B Invested Amount has been
                                made to the Class B Certificateholders. Princi-
                                pal payments with respect to the Class D Cer-
                                tificates will not be made until the final pay-
                                ment of the Class A Invested Amount
 
                                       22
<PAGE>
 
                                has been made to the Class A
                                Certificateholders, the final payment of the
                                Class B Invested Amount has been made to the
                                Class B Certificateholders and the final pay-
                                ment of the Class C Invested Amount has been
                                made to the Class C Certificateholders. See
                                "Description of the Offered Certificates--Sub-
                                ordination of the Class B Certificates," "--Re-
                                allocation of Cash Flows" and "--Reallocated
                                Principal Collections."
 
Servicing Compensation.......  The Servicer will receive a monthly servicing
                                fee as described herein as servicing compensa-
                                tion from the Trust. See "Description of the
                                Certificates--Servicing Compensation and Pay-
                                ment of Expenses." In certain circumstances,
                                the Servicer will be permitted to use for its
                                own benefit and not segregate collections on
                                the Receivables received by it during each
                                Monthly Period until no later than the business
                                day prior to the related Distribution Date. See
                                "Description of the Offered Certificates--Ap-
                                plication of Collections."
 
Companion Series.............  On or prior to the commencement of the Con-
                                trolled Accumulation Period or the Early Amor-
                                tization Period, the Series 1998-2 Certificates
                                may be paired with one or more other Series
                                (each a "Companion Series"). Each Companion Se-
                                ries either will be prefunded with an initial
                                deposit to a prefunding account in an amount up
                                to the initial principal balance of such Com-
                                panion Series, funded primarily from the pro-
                                ceeds for the sale of such Companion Series, or
                                will have a variable principal amount. Any such
                                prefunding account will be held for the benefit
                                of such Companion Series and not for the bene-
                                fit of Series 1998-2 Certificateholders. As
                                principal is deposited in the Principal Account
                                with respect to the Series 1998-2 Certificates,
                                either (i) in the case of a prefunded Companion
                                Series, an equal amount of funds on deposit in
                                any prefunding account for such prefunded Com-
                                panion Series will be released (which funds
                                will be distributed to the Transferor) or (ii)
                                in the case of a Companion Series having a
                                variable principal amount, an interest in such
                                variable Companion Series in an equal or lesser
                                amount may be sold by the Trust (and the pro-
                                ceeds thereof will be distributed to the Trans-
                                feror) and, in either case, the invested amount
                                in the Trust of such Companion Series will in-
                                crease by up to the corresponding amount. See
                                "Description of the Offered Certificates--Com-
                                panion Series."
 
Optional Repurchase..........  The Class A Certificates, the Class B Certifi-
                                cates and the Class C Certificates will be sub-
                                ject to optional repurchase by the Transferor
                                on any Distribution Date after the Invested
                                Amount of the Class A Certificates, the Class B
                                Certificates and the Class C Certificates is
                                reduced to an amount less than or equal to
                                $      (10% of the initial outstanding princi-
                                pal amount of the Class A Certificates, the
                                Class B Certificates and the Class C Certifi-
                                cates), if certain conditions set forth in the
                                Pooling and Servicing Agreement are met. The
                                repurchase price will be equal to the Invested
                                Amount plus accrued and unpaid interest
 
                                       23
<PAGE>
 
                                on the Class A Certificates, the Class B Cer-
                                tificates and the Class C Certificates through
                                the day preceding the Distribution Date on
                                which the repurchase occurs. See "Description
                                of the Offered Certificates--Final Payment of
                                Principal; Termination."
 
Tax Status...................  In the opinion of counsel to Green Tree and the
                                Transferor, the Class A Certificates and the
                                Class B Certificates will be characterized as
                                debt and the Trust will not be characterized as
                                an association, publicly traded partnership or
                                taxable mortgage pool taxable as a corporation
                                for federal income tax purposes under existing
                                law. Under the Pooling and Servicing Agreement,
                                the Transferor, the Servicer, the Class A
                                Certificateholders and the Class B
                                Certificateholders will agree to treat the
                                Class A Certificates and the Class B Certifi-
                                cates as debt for federal, state and other tax
                                purposes. See "Certain Federal Income Tax Con-
                                sequences" for additional information concern-
                                ing the application of federal income tax laws.
 
ERISA Considerations.........  Under regulations issued by the U.S. Department
                                of Labor, the Trust's assets would not be
                                deemed "plan assets" of an employee benefit
                                plan holding an interest in the Certificates if
                                certain conditions are met, including that in-
                                terests in each Class of the Certificates be
                                held by at least 100 persons independent of the
                                Transferor and each other upon completion of
                                the public offering being made hereby. The Un-
                                derwriter expects that the Offered Certificates
                                will not be held by at least 100 persons. Con-
                                sequently, the publicly offered security excep-
                                tion contained in the regulations will not be
                                met with respect to the Offered Certificates.
                                If the Trust's assets were deemed to be "plan
                                assets" of such a plan, there is uncertainty as
                                to whether existing exemptions from the "pro-
                                hibited transaction" rules of the Employee Re-
                                tirement Income Security Act of 1974, as
                                amended ("ERISA"), and the Internal Revenue
                                Code of 1986, as amended (the "Code") would ap-
                                ply to all transactions involving the Trust's
                                assets. Accordingly, employee benefit plans
                                contemplating purchasing the Offered Certifi-
                                cates should consult their counsel before mak-
                                ing a purchase. See "Employee Benefit Plan Con-
                                siderations."
 
Offered Certificate Ratings..  It is a condition to the issuance of the Class A
                                Certificates that they be rated "AAA" by Stan-
                                dard & Poor's Rating Services, a Division of
                                The McGraw-Hill Companies, Inc. ("Standard &
                                Poor's"), "Aaa" by Moody's Investors Service,
                                Inc. ("Moody's") and "AAA" by Fitch IBCA, Inc.
                                ("Fitch"). Standard & Poor's, Moody's and Fitch
                                are sometimes collectively referred to herein
                                as the "Rating Agencies."
 
                               It is a condition to the issuance of the Class B
                                Certificates that they be rated at least "A" by
                                Standard & Poor's, "A3" by Moody's and "AA-" by
                                Fitch.
 
 
                                       24
<PAGE>
 
                               A rating is not a recommendation to buy, sell or
                                hold securities and may be subject to revision
                                or withdrawal at any time by the assigning Rat-
                                ing Agency. Each rating should be evaluated in-
                                dependently of any other rating. See "Risk Fac-
                                tors--Certificate Rating."
 
Listing......................  Application has been made to list the Offered
                                Certificates on the Luxembourg Stock Exchange.
 
                                       25
<PAGE>
 
                                 RISK FACTORS
 
  Prospective investors in the Offered Certificates should consider, among
other things, the following factors in connection with the purchase of the
Offered Certificates:
 
LIMITED EXPERIENCE
 
  Green Tree began originating and servicing revolving credit arrangements in
February 1994, and thus has limited underwriting and servicing experience, and
limited delinquency, default and loss experience, with respect to such
accounts. Green Tree's substantial experience in underwriting and servicing
retail installment sales contracts is not necessarily indicative that
satisfactory results will be experienced on Accounts and the Receivables
generated in Accounts. See "Green Tree Financial Corporation and its
Commercial Finance Division."
 
  Green Tree's historical loss experience with respect to its portfolio of
revolving credit agreements is presented under "The Accounts--Loss
Experience." However, because Green Tree's portfolio has grown rapidly in the
past three years, and Green Tree expects to create Additional Accounts that
will be transferred to the Trust in the future, the actual loss experience
with respect to the Accounts owned by the Trust may be different. Since a
substantial number of the accounts in Green Tree's portfolio were only
recently originated, it may be expected that such accounts have not yet
exhibited a loss experience that is representative of the losses that may be
experienced over a longer period of time. There can be no assurance that the
loss experience for the Receivables in the future will be similar to Green
Tree's historical experience. In addition, Green Tree's historical experience
includes the effect of the financial obligations of Manufacturers in respect
of repossessed products as described under "Green Tree Financial Corporation
and its Commercial Finance Division--Floorplan Agreements with Manufacturers."
If Manufacturers are not able to perform such obligations in the future, the
loss experience in respect of the Receivables may be adversely affected.
 
ADDITION OF TRUST ASSETS; ADDITIONAL PRODUCT TYPES
 
  The Transferor expects, and in some cases will be obligated, to designate
Additional Accounts, the Receivables in which will be conveyed to the Trust.
Such Additional Accounts may include accounts with dealers originated by Green
Tree under criteria different from those which were applied to the Dealers on
the Accounts designated as of the Series 1998-2 Issuance Date, because such
accounts were originated at a different date. Such Accounts may also provide
financing for products of types different from those included in the Trust on
the Series 1998-2 Issuance Date. Consequently, there can be no assurance that
Additional Accounts designated in the future will relate to the same types of
products or will be of the same credit quality as previously designated
Accounts or that new product types that may secure the Receivables in new
Accounts will provide security that is as favorable as that provided by
manufactured homes or other additional product types. The designation of
Additional Accounts will be subject to the satisfaction of certain conditions
described herein under "Description of the Offered Certificates--Addition of
Accounts."
 
MASTER TRUST CONSIDERATIONS; POSSIBLE EFFECTS OF NEW SERIES ON PREVIOUSLY
ISSUED SERIES
 
  In addition to the Certificates and the Series described in Annex B hereto,
the Trust, as a master trust, is expected to issue additional Series from time
to time. While the Principal Terms of any Series will be specified in a
Supplement to the Pooling and Servicing Agreement, the provision of a
Supplement and, therefore, the terms of any additional Series, will not be
subject to the prior review or consent of holders of the certificates of any
previously issued Series. Such Principal Terms may include methods for
determining applicable investor percentages and allotting collections,
provisions creating security or credit enhancement, different classes of
certificates (including subordinated classes of certificates), provisions
subordinating such Series to another Series (if the Supplement relating to
such Series so permits) or another Series to such Series (if the Supplement
for such other Series so permits), and any other amendment or supplement to
the Pooling and Servicing Agreement which is made applicable only to such
Series. See "Description of the Offered Certificates--Exchanges." In
 
                                      26
<PAGE>
 
addition, the provisions of any Supplement may give the holders of the
certificates issued pursuant thereto consent, approval, or other rights that
could result in such holders having the power to cause the Transferor, the
Servicer, or the Trustee to take or refrain from taking certain actions,
including, without limitation, actions with respect to the exercise of certain
rights and remedies under the Pooling and Servicing Agreement, without regard
to the position or interest of the Series 1998-2 Certificateholders or the
certificateholders of any other Series. Similar rights may also be given to
the provider of any credit enhancement for any Series. It is a condition
precedent to issuance of any additional Series that each rating agency that
has rated any outstanding Series deliver written confirmation to the Trustee
that the Exchange will not result in such rating agency reducing or
withdrawing its rating on any outstanding Series. There can be no assurance,
however, that the Principal Terms of any other Series, including any Series
issued from time to time hereafter, might not have an adverse impact on the
timing and amount of payments received by a Certificateholder or the value of
Certificates even if there is no change in the rating of any outstanding
Series. See "Description of the Offered Certificates--Exchanges."
 
COMPANION SERIES WITH SERIES 1995-1 CERTIFICATES; DELAY IN ALLOCATIONS OF
PRINCIPAL
 
  If a Pay Out Event occurs with respect to the Series 1998-2 Certificates
prior to the payment in full of the Series 1995-1 Certificates, Series 1998-2
Certificateholders will receive no allocations of principal (other than funds
then on deposit in the Pre-Funding Account) until the Series 1995-1
Certificates are paid in full or funds in respect thereof have been deposited
in the Principal Account, which is expected to occur in October 1998. The
"Fixed/Floating Allocation Percentage" (which is used to determine allocations
of principal among Series following the end of the Revolving Period, including
the occurrence of a Pay Out Event) with respect to the Series 1998-2
Certificates will be zero until the Pre-Allocated Invested Amount equals zero.
The Pre-Allocated Invested Amount on the Series 1998-2 Issuance Date will be
equal to the difference between $460,000,000 and the remaining Invested Amount
of the Series 1995-1 Certificates on such date (expected to be approximately
$      ), and will be reduced by the aggregate amount of principal payments
made or amounts deposited in the Principal Account on the Series 1995-1
Certificates on each Payment Date thereafter. On the Payment Date on which the
Series 1995-1 Certificates have been paid in full, which is expected to be the
October 1998 Payment Date, and on each Payment Date thereafter, the Pre-
Allocated Invested Amount will be zero. See "Description of the Certificates--
Allocation Percentages."
 
TRANSFER OF THE RECEIVABLES; INSOLVENCY RISK CONSIDERATIONS
 
  Green Tree has warranted to the Transferor in the Purchase Agreement that
the sale of the related Receivables by it to the Transferor is a valid sale of
such Receivables to the Transferor. Green Tree has taken and will take all
actions that are required under Minnesota law to perfect the Transferor's
ownership interest in such Receivables. See "Certain Legal Aspects of the
Receivables--Transfer of Receivables." Notwithstanding the foregoing, if Green
Tree were to become a debtor in a bankruptcy case and a creditor or trustee-
in-bankruptcy of Green Tree, or Green Tree itself as debtor-in-possession,
were to take the position that any sale of Receivables to the Transferor
should be recharacterized as a pledge of such Receivables to secure a
borrowing of Green Tree, then delays in payments to the Transferor (and
therefore to the Trust and the Certificateholders) of collections on the
Receivables could occur or (should the court rule that such transfers were
borrowings rather than sales) reductions in the amount of such payments could
result. It is possible that the risk of such treatment may be increased by the
retention by the Transferor of the Exchangeable Transferor Certificate and the
Class D Certificates, and by any sale of the Class D Certificates by the
Transferor with a guaranty provided by Green Tree. If a transfer of
Receivables to the Transferor were recharacterized as a pledge, a tax or
government lien on the property of Green Tree arising before any Receivables
come into existence may have priority over the Transferor's (and therefore the
Trust's) interest in such Receivables. See "Certain Legal Aspects of the
Receivables--Certain Matters Relating to Bankruptcy." If the transfer of
Receivables to the Transferor were respected as a sale, the Receivables would
not be part of Green Tree's bankruptcy estate and would not be available to
Green Tree's creditors.
 
 
                                      27
<PAGE>
 
  In addition, if Green Tree were to become a debtor in a bankruptcy case and
a creditor or trustee-in-bankruptcy of Green Tree, or Green Tree itself as
debtor-in-possession, were to request a bankruptcy court to order that the
Transferor be substantively consolidated with Green Tree, delays in and
reductions in the amount of distributions on the Certificates could occur.
 
  Although the Pooling and Servicing Agreement provides that the Transferor is
transferring all of its right, title, and interest in and to the Receivables
to the Trust, a court could treat such transactions as an assignment of
collateral as security for the benefit of holders of certificates issued by
the Trust. It is possible that the risk of such treatment may be increased by
the retention by the Transferor of the Exchangeable Transferor Certificate and
the Class D Certificates. The Transferor has represented and warranted in the
Pooling and Servicing Agreement that the transfer of the Receivables to the
Trust is either a valid transfer and assignment of the Receivables to the
Trust or the grant to the Trust of a security interest in the Receivables. The
Transferor has taken and will take certain actions required to perfect the
Trust's interest in the Receivables and will warrant that if the transfer to
the Trust is deemed to be a grant to the Trust of a security interest in the
Receivables, the Trustee will have a first priority perfected security
interest therein, subject only to Permitted Liens (as defined in the Pooling
and Servicing Agreement). If the transfer of the Receivables to the Trust is
deemed to create a security interest therein under the Uniform Commercial Code
(the "UCC"), a tax or government lien on property of the Transferor arising
before Receivables come into existence may have priority over the Trust's
interest in such Receivables. In the event of the insolvency of the
Transferor, certain administrative expenses may also have priority over the
Trust's interest in such Receivables. See "Certain Legal Aspects of the
Receivables--Transfer of Receivables."
 
  In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir. 1993), the
United States Court of Appeals for the 10th Circuit suggested that even where
a transfer of accounts or chattel paper from a seller to a buyer constitutes a
"true sale," the accounts or chattel paper would nevertheless constitute
property of the seller's estate in a bankruptcy of the seller. If Green Tree
or the Transferor were to become subject to a bankruptcy proceeding and a
court were to follow the Octagon court's reasoning, Certificateholders might
experience delays in payment or possibly losses in their investment in the
Certificates. Counsel to the Transferor has advised the Transferor that the
reasoning of the Octagon case appears to be inconsistent with established
precedent and the UCC. See "Certain Legal Aspects of the Receivables--Certain
Matters Relating to Bankruptcy."
 
  To the extent that the Transferor is deemed to have granted a security
interest in the Receivables to the Trust and such security interest was
validly perfected before any insolvency of the Transferor and was not granted
or taken in contemplation of insolvency or with the intent to hinder, delay,
or defraud the Transferor or its creditors, such security interest should not
be subject to avoidance in the event of insolvency or receivership of the
Transferor, and payments to the Trust with respect to the Receivables should
not be subject to recovery by a bankruptcy trustee or receiver of the
Transferor. If, however, such a bankruptcy trustee or receiver were to assert
a contrary position, delays in payments on the Offered Certificates and
possible reductions in the amount of those payments could occur. If a
bankruptcy trustee or receiver were appointed for the Servicer, and no
Servicer Default other than such bankruptcy or receivership or insolvency of
the Servicer exists, the bankruptcy trustee or receiver may have the power to
prevent either the Trustee or the majority of the Certificateholders from
effecting a transfer of servicing to a successor Servicer. If a bankruptcy
trustee or receiver were appointed for the Transferor, causing a Pay Out Event
to occur with respect to all Series then outstanding, new Receivables would
not be transferred to the Trust pursuant to the Pooling and Servicing
Agreement and the Trustee would sell the portion of the Receivables allocable
in accordance with the Pooling and Servicing Agreement to each Series (unless
holders of more than 50% of the principal amount of each class of each Series,
excluding any class or portion thereof held by the Transferor, and the holders
of any Supplemental Certificates or any other interest in the Exchangeable
Transferor Certificates other than the Transferor instruct otherwise), thereby
causing early termination of the Trust and a loss to the Certificateholders if
the net proceeds allocable to the Certificateholders from such sale, if any,
were insufficient to pay the Certificateholders in full. The net proceeds of
any such sale of the portion of the Receivables allocated in accordance with
the Pooling and Servicing Agreement to each Series will first be used to pay
amounts due to the Class A Certificateholders, will thereafter
 
                                      28
<PAGE>
 
be used to pay amounts due to the Class B Certificateholders, will thereafter
be used to pay amounts due to the Class C Certificateholders, and will
thereafter be used to pay amounts due to the Class D Certificateholders. If
the only Pay Out Event to occur is either the insolvency of the Transferor or
the appointment of a bankruptcy trustee or receiver for the Transferor, the
bankruptcy trustee or receiver may have the power to continue to require the
Transferor to transfer new Receivables to the Trust and to prevent the early
sale, liquidation, or disposition of the Receivables and the commencement of
the Early Amortization Period. In addition, a bankruptcy trustee or receiver
for the Transferor may have the power to cause early payment of the
Certificates. See "Certain Legal Aspects of the Receivables--Certain Matters
Relating to Bankruptcy."
 
PARTICIPATION IN RECEIVABLES
 
  The Receivables may include floorplan receivables or asset-based receivables
acquired by Green Tree in the form of participation interests therein, subject
to certain limitations set forth in the Pooling and Servicing Agreement. In
purchasing participation interests, Green Tree (and the Transferor and the
Trust, as Green Tree's assignees) may have a contractual relationship only
with the selling institution and not the Dealer. Green Tree (and the
Transferor and the Trust, as Green Tree's assignees) may have no right
directly to enforce compliance by the Dealer with the terms of any such
Accounts, or any rights of set-off against the Dealer, nor have the right to
object to certain changes to any such Account agreed to by the selling
institution. The Trust may not directly benefit from the Collateral Security
related to any such Receivable and may be subject to any rights of set-off the
Dealer has against the selling institution.
 
  In addition, in the event of the insolvency of the selling institution, the
Trust may be treated as a general creditor of the selling institution, and may
not have any exclusive or senior claim with respect to the Receivables
acquired from such selling institution or the Collateral Security related
thereto.
 
BASIS RISK
 
  The Receivables will bear interest at a variable rate above a designated
index rate. See "Green Tree Financial Corporation and its Commercial Finance
Division--Floorplan Payment Terms." The Offered Certificates bear interest at
the lesser of (i) a floating rate based on LIBOR and (ii) the Net Receivables
Rate. If there is a decline in such index rate, the amount of Interest
Collections on such Accounts may be reduced. It is possible that, with respect
to any Interest Accrual Period, LIBOR plus the margin used to compute the
applicable Certificate Rate will exceed the Net Receivables Rate for the
preceding Monthly Period. In such event, interest will accrue on the Offered
Certificates during such Interest Accrual Period at a rate equal to the Net
Receivables Rate. The Servicer has the right to change the Discount Factor to
offset any such reduced Interest Collections. The interest rates borne by the
Receivables will be limited by the applicable state usury laws.
 
SOCIAL, ECONOMIC AND OTHER FACTORS; COMPETITION
 
  Green Tree's ability to generate new Receivables, and the Dealers' ability
to make payments on the Receivables owned by the Trust, will depend upon the
retail sales of manufactured housing and the other products securing such
Receivables. The level of retail sales of such products will be affected by a
variety of social and economic factors, including national and regional
unemployment levels and levels of economic activity in general, interest rates
and consumer perceptions of economic conditions. In addition, Green Tree
competes with various other financing sources, including independent finance
companies, manufacturer-affiliated finance companies and banks, who are in the
business of providing floorplan financing arrangements to dealers. If, for any
reason, Green Tree were unable to or ceased to generate new Receivables, a Pay
Out Event would occur. See "Payments and Maturity; Reinvestment Risk" below.
 
LIMITED LIQUIDITY
 
  The Underwriter currently intends to make a market in the Offered
Certificates but is not obligated to do so. There can be no assurance that a
secondary market will develop for the Offered Certificates, or, if it does
develop,
 
                                      29
<PAGE>
 
that it will provide the holders of any of the Offered Certificates with
liquidity of investment or that if such a secondary market develops that it
will continue to exist for the term of the Offered Certificates.
 
NON-RECOURSE TO TRANSFEROR, GREEN TREE OR AFFILIATES THEREOF
 
  No Certificateholder will have recourse for payment of its Certificates to
any assets of any of the Transferor (other than the Exchangeable Transferor
Certificate and an interest represented by any class of investor certificates
which is retained by the Transferor (a "Transferor Retained Class"), in each
case to the extent described herein), Green Tree or any affiliates thereof,
except to the extent of any guaranty that may be provided by Green Tree in
connection with a sale by the Transferor of the Class D Certificates.
Consequently, Class A, Class B, and Class C Certificateholders must rely
solely upon payments on the Receivables for the payment of principal of and
interest on the Certificates. Furthermore, under the Pooling and Servicing
Agreement, the Certificateholders have an interest in the Receivables and
Collections only to the extent of the Certificateholders' Interest and, to the
limited extent described herein, the Transferor Interest. Should the Offered
Certificates not be paid in full on a timely basis, Certificateholders may not
look to any assets of any of the Transferor (other than the Exchangeable
Transferor Certificate and any Transferor Retained Class, in each case to the
extent described herein), Green Tree or any affiliates thereof to satisfy
their claims.
 
PAYMENTS AND MATURITY; REINVESTMENT RISK
 
  The Receivables may be paid at any time and there is no assurance that there
will be additional Receivables created or that any particular pattern of
repayments will occur. A significant decline in the amount of Receivables
generated could result in the occurrence of a Pay Out Event and the
commencement of the Early Amortization Period if, as a result, the Transferor
Interest were reduced below the Minimum Transferor Interest or amounts in the
Excess Funding Account result in significant Negative Carry Amounts. See
"Maturity Considerations" and "Description of the Offered Certificates--Pay
Out Events" for a discussion of other Pay Out Events. If a Pay Out Event
occurs, the Early Amortization Period will commence and the average life and
maturity of the Offered Certificates may be significantly reduced. There can
be no assurance in that event that the holders of the Offered Certificates
would be able to reinvest any accelerated distributions on account of such
Offered Certificates in other suitable investments having a comparable yield.
 
  Floorplan Receivables are generally payable upon the retail sale of the
related product. Asset-Based Receivables are payable as described under "Green
Tree Financial Corporation and Its Commercial Finance Division--Asset-Based
Receivables." The payment of principal on the Certificates is dependent on the
receipt of Principal Collections during the Controlled Accumulation Period. No
assurance can be given that the Principal Collections allocable to Series
1998-2 during the Controlled Accumulation Period, especially if another Series
enters into an early amortization period during such time, will be sufficient
to fully pay the Class A Invested Amount on the Class A Scheduled Payment Date
or the Class B Invested Amount on the Class B Scheduled Payment Date.
 
EFFECT OF SUBORDINATION OF CLASS B CERTIFICATES; PRINCIPAL PAYMENTS
 
  The Class B Certificates will be subordinated in right of payment of
principal to the Class A Certificates. Payments of principal in respect of the
Class B Certificates will not commence until after the Class A Invested Amount
has been paid in full. Moreover, the Class B Invested Amount is subject to
reduction on any Determination Date if collections of Principal Receivables
allocable to the Class B Certificates are reallocated to cover the Class A
Required Amount or if the aggregate Investor Default Amount, if any, for the
preceding Monthly Period exceeds the aggregate Available Series Interest
Collections applied to the payment thereof and is not funded from Excess
Interest Collections, Class C Reallocated Principal Collections or Class D
Reallocated Principal Collections and is not assessed against the Class C
Invested Amount or the Class D Invested Amount. If the Class B Invested Amount
suffers such a reduction, Interest Collections allocable to the Class B
Certificateholders' Interest in future Monthly Periods will be reduced.
Moreover, to the extent the amount of such reduction in the Class B Invested
Amount is not reimbursed, the amount of principal distributable to the
 
                                      30
<PAGE>
 
Class B Certificateholders will be reduced. See "Description of the Offered
Certificates--Allocation Percentages," "--Reallocated Principal Collections,"
"--Investor Charge-Offs" and "--Subordination of the Class B Certificates."
 
NEGATIVE CARRY; DECREASE IN AVAILABLE SERIES INTEREST COLLECTIONS
 
  Funds in the Pre-Funding Account and funds, if any, in the Excess Funding
Account will be invested in Cash Equivalents and, as a result, would be
expected to earn a rate of return lower than the interest rates borne by a
comparable amount of Principal Receivables. Accordingly, funds in the Pre-
Funding Account and any funds in the Excess Funding Account may be expected to
reduce the amount of Interest Collections available to the Trust on each
business day, until Green Tree is able to generate sufficient Eligible
Receivables to permit such funds to be released from the Pre-Funding Account
or the Excess Funding Account. Transferor Interest Collections will, however,
be applied toward any such Negative Carry Amounts. See "Description of the
Offered Certificates--Coverage of Certain Interest Shortfalls."
 
ABILITY OF SERVICER TO CHANGE PAYMENT TERMS OF THE RECEIVABLES
 
  The Servicer will have the right, on behalf of the Transferor, to change
payment terms (including without limitation the interest rate and repayment
terms) and various other terms with respect to the Receivables, subject to the
conditions described below. A decrease in the interest rate borne by the
Receivables or an increase in interest-free periods without an increase in the
Discount Factor would decrease the Portfolio Yield and could result in the
occurrence of a Pay Out Event. See "Payments and Maturity; Reinvestment Risk"
above. Green Tree will covenant that it will only change the terms relating to
the Receivables generally if in its reasonable judgment, no Pay Out Event will
occur as a result of the change and the interests of the certificateholders of
all outstanding Series will not be materially adversely affected. Except as
specified above, there are no restrictions on the ability of the Servicer to
change the terms of the Receivables. While the Servicer has no current
intention of taking actions which would change the payment or other terms of
the Receivables, other than in accordance with its customary and usual
procedures, there can be no assurance that changes in the marketplace or
prudent business practice might not result in a determination to do so.
 
  Green Tree will have the right to generate new Receivables with payment
terms which are generally longer than the current payment terms on the
Receivables. Such a lengthening of the payment period could result in a
reduction of the monthly payment rate and consequently a reduction in the
Portfolio Yield (if a Discount Factor is in use), unless such Discount Factor
is increased accordingly for any Monthly Period.
 
CONTROL OF CERTAIN ACTIONS UNDER THE POOLING AND SERVICING AGREEMENT
 
  Subject to certain exceptions, the consent or approval of the holders of a
specified percentage of the aggregate unpaid principal amount of all
outstanding investor certificates of each Series will be required to direct
certain actions to be taken, under the Pooling and Servicing Agreement or the
related Supplement. In determining whether the required percentage of
Certificateholders have given their approval or consent, except as otherwise
specified, the Class A Certificateholders, the Class B Certificateholders and
the Class C Certificateholders will be treated as a single Series.
Accordingly, the Class A Certificateholders will have the power to determine
whether any such action is taken without regard to the position or interests
of the Class B Certificateholders or the Class C Certificateholders relating
to such action. Neither the Class B Certificateholders nor the Class C
Certificateholders will have similar power. However, under certain
circumstances the consent or approval of a specified percentage of the
aggregate invested amount of all Series outstanding or of the invested amount
of each class of each Series may be required to direct certain actions,
including requiring the appointment of a successor Servicer following a
Servicer Default, amending the Pooling and Servicing Agreement in certain
circumstances, directing the Servicer not to sell the Receivables upon the
occurrence of an Insolvency Event and directing a repurchase of all
outstanding Series upon the breach of certain representations and warranties
by the Transferor. In such instances, it may be difficult for the
Certificateholders to achieve the results that they desire.
 
                                      31
<PAGE>
 
CERTIFICATE RATING
 
  It is a condition to issuance of the Class A Certificates that they have an
initial rating of "AAA" from Standard & Poor's, "Aaa" from Moody's and "AAA"
from Fitch. It is a condition to issuance of the Class B Certificates that
they have an initial rating of "A" from Standard & Poor's, "A3" from Moody's
and "AA-" from Fitch. However, any such rating will not address the likelihood
that the principal of, or interest on, the Class A Certificates will be paid
by the Class A Scheduled Payment Date or that the principal of, or interest
on, the Class B Certificates will be paid by the Class B Scheduled Payment
Date. The ratings will be based primarily on the value of the Receivables, the
funds in the Pre-Funding Account and the funds, if any, on deposit in the
Excess Funding Account (and the manner in which such funds are invested). The
ratings are not a recommendation to purchase, hold, or sell the Class A
Certificates or the Class B Certificates, inasmuch as such ratings do not
comment as to the market price or suitability for a particular investor. There
can be no assurance that the ratings will remain in effect for any given
period of time or that any rating will not be lowered or withdrawn by any
Rating Agency if in its judgment circumstances so warrant.
 
  There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating with respect to
any Class of the Offered Certificates, and, if so, what such rating would be.
A rating assigned to any Class of the Offered Certificates by a rating agency
that has not been requested by the Transferor to do so may be lower than the
ratings assigned by the Rating Agencies pursuant to the Transferor's request.
 
PRE-FUNDING ACCOUNT AND THE FUNDING PERIOD
 
  The Invested Amount will be increased during the Funding Period (but not in
excess of the Full Invested Amount) to the extent amounts are (x) withdrawn
from the Pre-Funding Account and paid to the Transferor in connection with the
addition of Receivables to the Trust or in connection with payments of
principal on the Series 1995-1 Certificates, or (y) deposited in the Excess
Funding Account. It is anticipated that the Invested Amount will be equal to
the Full Invested Amount by the end of the     1998 Monthly Period; however,
there can be no assurance that a sufficient amount of Receivables will be
available for such purpose. Should the Pre-Funded Amount be greater than zero
at the end of the Funding Period, the amounts remaining on deposit in the Pre-
Funding Account will be deposited into the Excess Funding Account. If there is
a decline in the balance of the Receivables during the Funding Period,
deposits may be made to the Excess Funding Account. Amounts on deposit in the
Excess Funding Account are invested in Cash Equivalents and are treated as
assets of the entire Trust allocated to all Series then outstanding and to the
Exchangeable Transferor Certificate, and will be applied as described in
"Description of the Offered Certificates--Excess Funding Account." Such funds
may be released to holders of certificates of other Series in connection with
a reduction of the principal balance of the certificates of such other Series.
 
                                   THE TRUST
 
  The Trust has been formed, in accordance with the laws of the State of
Minnesota, pursuant to the Pooling and Servicing Agreement. The Trust was
formed for the transactions described herein and similar transactions, as
contemplated by the Pooling and Servicing Agreement. The Trust will not engage
in any business activity, other than as described herein, but rather will only
acquire and hold the Receivables (and related assets), issue (or cause to be
issued) the Certificates, the Exchangeable Transferor Certificate, and
certificates representing additional Series and engage in related activities
(including, with respect to any Series, entering into any credit enhancement
and credit enhancement agreement relating thereto) and make payments thereon.
As a consequence, the Trust is not expected to have any need for additional
capital resources. The Trust has previously issued four Series of
Certificates, Series 1995-1, Series 1996-1, Series 1996-2 and Series 1998-1.
 
 
                                      32
<PAGE>
 
                                THE TRANSFEROR
 
  Green Tree Floorplan Funding Corp., a wholly owned subsidiary of Green Tree,
was incorporated in Delaware in September 1995. The Transferor was organized
for the limited purposes of purchasing receivables from Green Tree and
transferring such receivables to third parties, and any activities incidental
to and necessary or convenient for the accomplishment of such purposes. The
principal executive offices of the Transferor are located at 500 Landmark
Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639 (telephone (651)
293-3400).
 
  The Transferor has taken, and will take in connection with the creation of
each Series of Certificates, steps intended to ensure that the voluntary or
involuntary application for relief by Green Tree under the United States
Bankruptcy Code or similar applicable state laws ("Insolvency Laws") will not
result in consolidation of the assets and liabilities of the Transferor with
those of Green Tree. These steps include the creation of the Transferor as a
separate, limited-purpose subsidiary pursuant to a Certificate of
Incorporation containing certain limitations (including restrictions on the
nature of the Transferor's business and a restriction on the Transferor's
ability to commence a voluntary case or proceeding under any Insolvency Laws
without the unanimous affirmative vote of all of its directors). The
Transferor's Certificate of Incorporation includes a provision that requires
the Transferor to have two directors who qualify under the Certificate of
Incorporation as "Independent Directors," meaning a person who is not now, and
has never been, a director or officer of, employed by, or the holder of any
beneficial economic interest in any Affiliate, and who may at no time hold any
beneficial or economic interest in the Transferor. "Affiliate" means any
entity other than the Transferor (i) which owns beneficially, directly or
indirectly, 10% or more of the outstanding shares of Common Stock of the
Transferor, or (ii) of which 10% or more of the outstanding shares of its
Common Stock is owned beneficially, directly or indirectly, by any entity
described in clause (i) above, or (iii) which is controlled by an entity
described in clause (i) above, as the term "control" is defined under the
Rules and Regulations of the Commission. No assurance can be given, however,
that such a consolidation will not occur. See "Risk Factors--Transfer of the
Receivables; Insolvency Risk Considerations."
 
     GREEN TREE FINANCIAL CORPORATION AND ITS COMMERCIAL FINANCE DIVISION
 
  Green Tree Financial Corporation is a diversified financial services company
with operations serving customers in the consumer finance, commercial finance
and insurance markets. Through its various divisions, Green Tree purchases,
pools, sells and services retail installment sales contracts for manufactured
housing, home improvements and a variety of consumer products, provides sale
and lease financing for a variety of commerical equipment, and provides
inventory financing to dealers, manufacturers and distributors of various
consumer and commercial products. Green Tree also offers revolving credit and
originates home equity and mortgage loans. Green Tree is currently the largest
servicer of manufactured housing government insured or guaranteed contracts,
and is one of the largest servicers of conventional manufactured housing
contracts, in the United States. Through its principal offices in Saint Paul,
Minnesota and service centers throughout the United States, Green Tree
services all 50 states. Its principal executive offices are located at 1100
Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639
(telephone (651) 293-3400). Green Tree's Annual Report on Form 10-K for the
year ended December 31, 1997, most recent Proxy Statement, and, when
available, subsequent quarterly or annual reports are available from Green
Tree upon written request. The Certificates do not represent an interest in or
obligation of Green Tree, the Transferor or any of their affiliates, and no
Certificateholder will have recourse for payment of its Certificates to any
assets of any of Green Tree, the Transferor (other than the Exchangeable
Transferor Certificate and any Transferor Retained Class, to the extent
described herein) or any of their affiliates.
 
RECENT DEVELOPMENTS
 
  Green Tree recently announced that it has decided to take a supplemental
reserve of $190 million against the valuation of its interest only securities
in the quarter ended December 31, 1997, and that the carrying value
 
                                      33
<PAGE>
 
of its interest only securities should be reduced by an additional $200
million in the audited financial statements for 1996, which have been restated
accordingly.
 
  Green Tree has been served with various lawsuits in the United States
District Court for the District of Minnesota. These lawsuits were filed by
certain stockholders of Green Tree as purported class actions on behalf of
persons or entities who purchased common stock of Green Tree during the
alleged class periods. In addition to Green Tree, certain current and former
officers and directors of Green Tree are named as defendants in one or more of
the lawsuits. Green Tree and the other defendants intend to seek consolidation
of each of the lawsuits in the United States District Court for the District
of Minnesota. Plaintiffs in the lawsuits assert claims under Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934. In each case, plaintiffs
allege that Green Tree and the other defendants violated federal securities
laws by, among other things, making false and misleading statements about the
current state and future prospects of Green Tree (particularly with respect to
prepayment assumptions and performance of certain of Green Tree's loan
portfolios) which allegedly rendered Green Tree's financial statements false
and misleading. Green Tree believes that the lawsuits are without merit and
intends to defend such lawsuits vigorously.
 
  On June 30, 1998, Green Tree became a wholly owned subsidiary of Conseco,
Inc., pursuant to a Merger Agreement announced on April 7, 1998. Green Tree
will continue to operate from its existing headquarters in St. Paul,
Minnesota, and its 200 local offices throughout the country. Lawrence M. Coss,
Green Tree's Chairman and Chief Executive Officer, has agreed to continue to
manage Green Tree's business for at least one year. Headquartered in Carmel,
Indiana, Conseco is among the nation's leading providers of supplemental
health insurance, retirement annuities and universal life insurance.
 
COMMERCIAL FINANCE DIVISION--GENERAL
 
  The Receivables sold and to be sold to the Transferor were and will be
selected from extensions of credit made by Green Tree's Commercial Finance
Division ("CFD") under revolving credit agreements with dealers, manufacturers
and distributors of various consumer and commercial products. The Green Tree
party to such an agreement may be a subsidiary of Green Tree. "Floorplan
Receivables" represent the financing of product inventory for retail dealers
of a variety of consumer products. "Asset-Based Receivables" generally
represent the financing of production and inventory by manufacturers, such
revolving credit arrangements being secured by finished goods inventory,
accounts receivable arising from the sale of such inventory, certain work-in-
process, raw materials and component parts, as well as other assets of the
borrower, which may include commercial real estate in some cases. The dealers,
manufacturers and distributors obligated under the Receivables are
collectively referred to as "Dealers." The products securing the Floorplan
Receivables currently include manufactured housing, recreational vehicles and
marine products. Green Tree expects to provide financing to additional Dealers
in the future, and Green Tree expects that the financing needs of Dealers will
change over time, whether as a result of seasonality or other changes in the
Dealers' business. Accordingly, though the types of credit arrangements are
expected to remain the same, the products securing those arrangements are
expected to expand over time, and the relative proportions of the various
types of product collateral will change over time. In addition, Green Tree may
from time to time sell participation interests in Floorplan Receivables
arising in certain accounts prior to designating such account as an Additional
Account and transferring to the Transferor that portion of the Receivables
arising in such accounts and owned by Green Tree.
 
FLOORPLAN RECEIVABLES--GENERAL
 
  The Floorplan Receivables are secured by the products being financed and the
Dealer's other inventory, together with personal guaranties in some instances.
The amount of the advance is generally equal to 100% of the invoice price of
the product. The Floorplan Receivables are generally full recourse obligations
of the related Dealer.
 
 
                                      34
<PAGE>
 
FLOORPLAN AGREEMENTS WITH MANUFACTURERS
 
  Green Tree will provide financing for products for a particular Dealer, in
most instances, only if Green Tree has also entered into a floorplanning
agreement (the "Floorplan Agreement") with the manufacturer, distributor or
other vendor (each a "Manufacturer") of such product. Pursuant to the
Floorplan Agreement, the Manufacturer will agree, among other matters, to
purchase from Green Tree those products sold by such Manufacturer to a Dealer
and financed by Green Tree if Green Tree acquires possession of such products
pursuant to repossession, voluntary surrender, or other circumstances. The
terms of such repurchase obligations may vary, both by industry and by
Manufacturer. In some instances, the Manufacturer will be obligated to
repurchase the product for a price equal to the unpaid principal balance owed
by the Dealer for the product in question whenever Green Tree acquires
possession thereof. On occasion, different terms may be negotiated. Such terms
may provide for a smaller purchase price, or a purchase price which declines
over time, or time periods beyond which no obligation to purchase by the
Manufacturer shall apply. Certain Floorplan Agreements may also eliminate the
repurchase obligation or reduce the purchase price payable by the
Manufacturer, depending upon the condition of the inventory acquired by Green
Tree.
 
FLOORPLAN CREDIT UNDERWRITING PROCESS
 
  A Dealer requesting the establishment of a credit line with Green Tree is
required to submit an application and financial information, including audited
or unaudited financial statements and, in some cases, tax returns. CFD
attempts to talk to, or receive reference letters from, several of the
applicant's current creditors and may also obtain a credit agency report on
the applicant's credit history. In addition to such current financial
information and historical credit information, CFD will consider the following
factors: the reason for the request for the extension of credit; the need for
the credit line; the products to be financed and the financial status of the
manufacturer of such products, if any, that would enter into a related
Floorplan Agreement; and the experience of the Dealer's management. The
determination of whether to extend credit and the amount to be extended is
based upon a weighing of the above factors.
 
  Extensions of credit lines in excess of $5,000,000 must be approved at the
corporate level of Green Tree. Extensions of credit up to $5,000,000 may be
approved by division level credit officers and up to $1,000,000 by a business
center vice president. CFD reviews individual Dealer credit limits (i) prior
to any increase in such credit limit, (ii) generally every 12 to 18 months and
(iii) upon becoming aware that the Dealer is experiencing financial
difficulties or is in default on its obligations under its agreement with
Green Tree.
 
CREATION OF FLOORPLAN RECEIVABLES
 
  Green Tree's floorplan business is typically documented by an agreement
between Green Tree and the Dealer which provides for both the extension of
credit and a grant of a security interest. Such agreements are generally for
an unspecified period of time and create discretionary lines of credit, which
Green Tree may terminate at any time in its sole discretion, subject, however,
to prevailing standards of commercial reasonableness and good faith. Absent
default by the Dealer, the outstanding Floorplan Receivables owed by such
Dealer cannot be accelerated, even if the line of credit is terminated. After
the effective date of termination, Green Tree is under no obligation to
continue to provide additional financing, but the then current outstanding
balance will be repayable in accordance with the payment terms of such
Dealer's program with Green Tree, as described below.
 
  Advances made for the purchase of inventory are most commonly arranged in
the following manner: the Dealer will contact the manufacturer and place a
purchase order for a shipment of inventory. If the manufacturer has been
advised that Green Tree is the Dealer's inventory financing source, the
manufacturer will contact Green Tree to obtain an approval number with respect
to such purchase order. Upon such request, Green Tree will determine whether
(i) the manufacturer is in compliance with its Floorplan Agreement, (ii) the
Dealer is in compliance with its program with Green Tree and (iii) such
purchase order is within the Dealer's credit limit. If all of such
requirements are met, Green Tree will issue an approval number to the
manufacturer. The
 
                                      35
<PAGE>
 
manufacturer will then ship the inventory and directly submit its invoice for
such purchase order to Green Tree for payment. Interest or finance charges
normally begin to accrue on the Dealer's accounts as of the invoice date. The
proceeds of the loan being made by Green Tree to the Dealer are paid directly
to the manufacturer in satisfaction of the invoice price and will normally be
funded at that time. In some cases, however, Green Tree will negotiate a delay
in funding the advance for a period which in most cases does not exceed 10
days after the date of the invoice. Green Tree and the manufacturer may also
agree that Green Tree may discount the invoice price of the inventory ordered
by the Dealer. Under this arrangement, the manufacturer will deem itself paid
in full upon receipt of such discounted amount. Typically, in exchange for the
increased yield created by the discount, Green Tree will agree to provide the
manufacturer's Dealers with reduced interest, or perhaps no interest, for some
period of time. Thus, the Dealer's financing program may provide for so-called
"interest free" or "free flooring" periods during which no interest or finance
charges will accrue on their accounts. The price paid by the Trust for such a
Receivable will be the full amount payable by the Dealer.
 
FLOORPLAN PAYMENT TERMS
 
  The Dealer is obligated to pay interest or finance charges monthly, but
principal repayment with respect to any particular item of inventory financed
by Green Tree is due and payable only upon the sale of such item by the
Dealer, subject in some cases to an ultimate maturity date. In addition, Green
Tree requires Dealers to begin repaying principal in installments if the unit
has not been sold within a specified period of time. These payments are
referred to as "curtailments." Even if a unit is subject to curtailment
payments, the outstanding balance with respect to such unit will remain fully
payable upon the sale of the unit.
 
  Floorplan receivables generally accrue interest (subject to any "interest
free" or "free flooring" periods as described above) at a floating rate based
on a generally published prime rate or other index. Green Tree also charges
the Dealer a documentation, handling and inspection fee for each unit financed
("DHI Fees"). These fees will be included in the Finance Charge Collections
owned by the Trust. Interest and DHI Fees are due and payable on a monthly
basis.
 
FLOORPLAN BILLING PROCEDURES
 
  At the beginning of each month Green Tree sends to each Dealer a billing
statement for the interest, DHI Fees, curtailments, if any, and any other non-
principal charges accrued or arising in the prior month. Payment is due in the
same month.
 
FLOORPLAN DEALER MONITORING
 
  Inventory inspections are performed to physically verify the collateral used
to secure a Dealer's loan, check the condition of the inventory, account for
any missing inventory and collect any funds due. The inventory inspection is
one of the key tools utilized by CFD for monitoring inventory financed by
Green Tree, and is performed generally on a monthly basis with respect to each
Dealer account (and each location within a Dealer account to the extent that a
dealer conducts its business in more than one location). If an inspection
reveals that the Dealer has sold any inventory without immediate repayment to
Green Tree, the inventory is considered "sold and unpaid" ("SAU") and Green
Tree demands immediate repayment from the Dealer or initiates other
appropriate steps to resolve the SAU. Inspection dates within each month may
vary, as all inspections are unscheduled and are performed whenever CFD deems
it appropriate. CFD also requires regular rotation of the individuals
conducting a Dealer's inspections.
 
  In addition, Region Managers, within their respective portfolio of Dealers,
monitor each Dealer as to such Dealer's performance and adherence to Green
Tree's requirements. This includes a regular review of annual and interim
financial statements for trends, payments for sold inventory between
inspections, monitoring of Green Tree's on-going perfected security interests
in the inventory, existence of proper insurance coverage with respect to such
inventory at all times, timely payment of interest, DHI fees and curtailments,
proper recording of invoices, the maintenance of the Manufacturer Statements
of Origin which are on file with respect to each
 
                                      36
<PAGE>
 
manufactured home financed, and the requirement that all inventory stays
within the repurchase period in effect with respect to each Manufacturer.
 
PARTICIPATIONS IN FLOORPLAN RECEIVABLES
 
  Green Tree may also acquire participation interests in floorplan receivables
established by other lenders. Such participation interests, rather than the
receivables themselves, would be transferred to the Transferor and, in turn,
to the Trust. Such receivables would have terms similar to those of Floorplan
Receivables originated by Green Tree, and would be serviced by the lead lender
in a manner similar to Green Tree's servicing standards.
 
PARTICIPATION ARRANGEMENTS
 
  From time to time Green Tree will enable other financing sources to
participate in certain of its credit facilities ("Participations"). Pursuant
to a typical Participation, the documentation for the underlying line of
credit will remain in the name of Green Tree, as lender. In a separate
contractual arrangement with Green Tree, the participant will agree to provide
a portion of the funding for such facility in exchange for an agreed upon
interest rate. Occasionally, fees and other charges may also be shared with
the participant. In certain cases, Green Tree will advise a borrower that the
size of its credit facility is expressly conditioned upon the availability of
participants in the facility. In those situations, if no participants can be
found, or if such participants cease to participate, the size of the credit
facility may be reduced. In other circumstances, there will be no such
condition and Green Tree may be obligated to maintain a credit facility
notwithstanding its expectation that a portion of it would be participated.
The Receivables to be sold by Green Tree to the Transferor, and in turn by the
Transferor to the Trust, may include the non-participated portion of
receivables from accounts which have been participated. In addition, subject
to substantially the same limitations that apply to the removal of Accounts,
the Transferor may cause the Trust to transfer an interest in certain
Receivables to the Transferor, which may thereafter transfer such interest to
another person in the form of a Participation. Green Tree may also sell to the
Transferor (who will then transfer to the Trust) floorplan receivables and
asset-based receivables subject to a participation interest granted to another
lender, or Green Tree may sell to the Transferor (who will then transfer to
the Trust) interests in a partnership or other limited-purpose entity whose
sole assets will be receivables that are subject to the participation
interests of other lenders. In addition, Green Tree may, from time to time,
enter into syndicated credit facilities, pursuant to which multiple lenders,
including Green Tree, will jointly establish a credit facility administered by
a lender Agent. Under these facilities, Green Tree and its co-lenders will
agree, pursuant to the terms of the loan agreement with the borrower, to
provide a portion of the overall credit facility up to their respective
maximum commitment amounts. In return, Green Tree and its co-lenders generally
share in the interest and principal payments and other fees and charges on a
pro-rata basis.
 
ASSET-BASED RECEIVABLES
 
  Asset-Based Receivables that may be sold to the Transferor arise from asset-
based revolving credit facilities provided to certain manufacturers and
distributors. These facilities typically involve a revolving line of credit,
for a contractually committed period of time, pursuant to which the borrower
may draw the lesser of the maximum amount of such line of credit or a
specifically negotiated loan availability amount, subject to the availability
of adequate collateral. Interest is typically payable monthly, while principal
payments and draws are generally settled weekly or, if earlier, when and to
the extent principal outstandings exceed eligible collateral at negotiated
advance rates (i.e., the maximum percentage of the borrowing base, or portion
thereof, that the borrowed amount can represent). As a result, monthly payment
rates for Asset-Based Receivables will vary depending on the terms of the
facility. The loan availability amount is generally determined by multiplying
an agreed upon advance rate against the value of certain types of assets. In
these facilities, Green Tree will most typically lend against finished
inventory and eligible accounts receivable arising from the sale of such
inventory which are free and clear of other liens and otherwise in compliance
with specified standards. Green Tree's asset-based revolving credit facilities
are usually secured by the assets which constitute the borrowing base against
which the loan availability amount is calculated and, occasionally, by other
personal property, mortgages or other
 
                                      37
<PAGE>
 
assets of the borrower. Asset-Based Receivables are generally not supported by
any Floorplan Agreement with a Manufacturer, and for that reason generally
have significantly lower advance rates than a borrowing agreement supported by
a Floorplan Agreement with a Manufacturer.
 
  Green Tree's underwriting of Asset-Based Receivables gives consideration to
a variety of factors, including, among others, the financial condition of the
borrowing entity, its credit history and relationship with current and
previous lenders and its historical performance and trends. Upon satisfaction
of certain credit criteria, terms and conditions, an account is approved for a
revolving line of credit, the size of which is based on a variety of factors
including the needs of the borrower.
 
  Upon approval of the credit, an evaluation of the borrowing base is
performed and advance rates are established based on the type of collateral.
For purposes of evaluating items such as finished goods inventory, work-in-
process, raw materials and component parts, an independent appraisal may be
obtained and used in connection with establishing advance rates. With respect
to accounts receivable, eligibility criteria, typically excluding items past
due in excess of 60 days or aged over 120 days from invoice date, are
established, and concentration limits are set with respect to the individual
items within the receivables base. Next, an advance rate on eligible
receivables is determined based on a review of historical and projected data,
giving consideration to factors such as credit loss experience, dilution,
contingent sales and aged items. The intended result of the above analyses is
to set eligibility criteria and advance rates such that, under a collateral
liquidation scenario, Green Tree would fully recover any principal dollars
advanced on the revolving line of credit.
 
  The credit facilities giving rise to the Asset-Based Receivables may also
provide for control of all cash receipts of the borrower through a bank
lockbox facility. The adequacy of the borrowing base is monitored weekly and
audited quarterly. Collateral inspections may occur on a more frequent basis.
In addition, the financial condition of the borrower is monitored in
connection with financial covenants set forth in the loan agreements, and is
subject to audit by Green Tree at any time. In cases in which Green Tree is a
co-lender with other lenders one of which is a lead lender, the lead lender
may perform such monitoring.
 
REALIZATION ON THE RECEIVABLES
 
  Upon any default by a Dealer of its obligations to Green Tree under the
related financing agreement and expiration of any and all applicable notice
and cure periods that may have been agreed to between Green Tree and such
Dealer, Green Tree may declare such Dealer's obligations immediately due and
payable and enforce all of its legal rights and remedies, including
commencement of proceedings to realize upon any collateral, subject to
prevailing standards of commercial reasonableness and good faith. Upon
learning of such a default relating to Floorplan Receivables, Green Tree makes
contact with the Dealer to determine whether it can develop a workout
arrangement with the Dealer to cure all defaults. If disputes with the Dealer
exist, such disputes may be submitted to arbitration. If Green Tree determines
that such an arrangement to cure a default cannot be successfully implemented,
the Dealer's payment obligations are accelerated. Green Tree then attempts to
obtain possession of the collateral. If a Manufacturer is obligated to
repurchase the collateral under a Floorplan Agreement as described above under
"Floorplan Agreements with Manufacturers," the collateral is turned over to
the related Manufacturer. Green Tree repossesses, stores and then attempts to
sell all other salable collateral in a commercially reasonable manner. See
"The Accounts--Loss Experience."
 
  Upon default by a Dealer under an Asset-Based Receivable revolving credit
arrangement, which, among other conditions, may arise as a result of the
borrower's failure to comply with certain specified debt covenants or failure
to maintain an adequate borrowing base to support outstanding balances, Green
Tree will continue its ongoing assessment of the borrower's financial
condition and determine its best course of action for purposes of obtaining
repayment, including the possibility of immediate liquidation of all
collateral.
 
 
                                      38
<PAGE>
 
                                THE RECEIVABLES
 
  The Receivables conveyed to the Trust represent the amounts owed from time
to time under the Accounts. The Accounts have been selected from Green Tree's
portfolio of accounts on the basis of criteria set forth in the Pooling and
Servicing Agreement as applied on the Cut-off Date and, with respect to
Additional Accounts, as of the related date of their designation (the "Trust
Portfolio"). Many of the Accounts were originated by subsidiaries of Green
Tree. The Transferor will have the right (subject to certain limitations and
conditions set forth therein), and in some circumstances will be obligated, to
designate from time to time Additional Accounts and to transfer to the Trust
all Receivables arising from such Additional Accounts, whether such
Receivables are then existing or thereafter created. Green Tree expects to
transfer Receivables in Additional Accounts to the Transferor, who will
transfer such Receivables to the Trust, as Green Tree's commercial finance
business continues to grow. Any Additional Accounts must be Eligible Accounts
as of the date the Transferor designates such accounts as Additional Accounts.
Furthermore, pursuant to the Pooling and Servicing Agreement, the Transferor
has the right (subject to certain limitations and conditions) to designate
certain Accounts as Removed Accounts and to require the Trustee to reconvey
all Receivables in such Removed Accounts to the Transferor, whether such
Receivables are then existing or thereafter created. Throughout the term of
the Series, the Accounts from which the Receivables arise will be the Accounts
designated by the Transferor on the Cut-off Date plus any Additional Accounts
minus any Removed Accounts. Pursuant to the Pooling and Servicing Agreement,
the Transferor will represent and warrant to the Trust that, as of the date
Receivables are conveyed to the Trust, such Receivables meet certain
eligibility requirements. See "Description of the Offered Certificates--
Representations and Warranties."
 
ELIGIBLE RECEIVABLES AND ELIGIBLE ACCOUNTS
 
  The Receivables must arise under an Eligible Account. An "Eligible Account"
is defined to mean, as of the Cut-off Date (or, with respect to Additional
Accounts, as of their date of designation for inclusion in the Trust), an
arrangement to provide a revolving extension of credit by Green Tree or one of
its subsidiaries to a Dealer (i) in order to finance the purchase by a Dealer
of consumer and commercial product inventory or (ii) as a line of credit
secured by unencumbered assets of such Dealer, which extension of credit, as
of the date of determination thereof, (a) is in existence and maintained with
Green Tree or such subsidiary, (b) is payable in United States dollars, (c) is
with a Dealer whose most recent billing address is in the United States or its
territories or possessions, (d) has been originated by Green Tree or such
subsidiary in the ordinary course of its business or acquired by Green Tree
through the acquisition of an Eligible Account from another lender upon
satisfying Green Tree's customary underwriting standards, (e) in respect of
which no amounts have been charged off by Green Tree or such subsidiary as
uncollectible in its customary and usual manner as of the Cut-off Date (or,
with respect to Additional Accounts, as of their date of designation for
inclusion in the Trust), and (f) is with a Dealer that is not involved in
insolvency proceedings. The definition of Eligible Account may be changed by
amendment to the Pooling and Servicing Agreement without the consent of the
Certificateholders if (i) the Transferor delivers to the Trustee a certificate
of an authorized officer to the effect that, in the reasonable belief of the
Transferor, such amendment will not as of the date of such amendment adversely
affect in any material respect the interest of the Certificateholders, and
(ii) such amendment will not result in a withdrawal or reduction of the rating
of any outstanding Series issued by the Trust.
 
  An "Eligible Receivable" is defined as a Receivable (a) that was originated
by Green Tree or one of its subsidiaries in the ordinary course of business or
acquired by Green Tree through the acquisition of an Eligible Account from
another lender upon satisfying Green Tree's customary underwriting standards,
(b) that has arisen under an Eligible Account, (c) that was created in
compliance with all requirements of law applicable thereto and pursuant to a
floorplan or asset-based financing agreement that complies with all
requirements of law applicable thereto, (d) with respect to which all
consents, licenses or authorizations of, or registrations with, any
governmental authority required to be obtained or given by Green Tree or such
subsidiary or the Transferor in connection with the creation of such
Receivable, or the transfer thereof to the Trust or the execution, delivery,
creation and performance by Green Tree or such subsidiary of the related
floorplan or asset-based financing
 
                                      39
<PAGE>
 
agreement have been duly obtained or given and are in full force and effect as
of the date of the creation of such Receivable, (e) as to which, at the time
of its creation, the Transferor had good and marketable title free and clear
of all liens and security interests (other than certain liens permitted
pursuant to the Pooling and Servicing Agreement), and at all times following
the transfer of such Receivables to the Trust, the Trust will have good and
marketable title free and clear of all liens and security interests (other
than certain liens permitted pursuant to the Pooling and Servicing Agreement)
or the grant of a first priority security interest therein, (f) that is the
legal, valid, binding and assignable payment obligation of the related Dealer,
legally enforceable against such Dealer in accordance with its terms (with
certain bankruptcy related exceptions), (g) that constitutes "chattel paper,"
an "account" or a "general intangible" under Article 9 of the UCC as then in
effect in the State of Minnesota, (h) if such Receivable has the benefit of a
Floorplan Agreement with a Manufacturer, such Floorplan Agreement provides,
subject to the specific terms thereof and any limitations therein (which may
vary among Floorplan Agreements), that the Manufacturer is obligated to
repurchase the products securing the Receivables upon the Servicer's
repossession thereof upon the related Dealer's default, (i) which has been the
subject of a valid transfer and assignment from the Transferor to the Trust of
all the Transferor's interest therein and in the related Collateral Security
(including any proceeds thereof), (j) which at the time of transfer to the
Trust is not subject to any right of rescission, setoff, or any other defense
(including defenses arising out of violations of usury laws) of the Dealer,
(k) as to which, at the time of transfer of such Receivable to the Trust,
Green Tree (or such subsidiary) and the Transferor have satisfied all their
respective obligations with respect to such Receivable required to be
satisfied at such time, (l) as to which, at the time of transfer of such
Receivable to the Trust, neither Green Tree (or such subsidiary) nor the
Transferor has taken or failed to take any action which would impair the
rights of the Trust or the certificateholders therein and (m) which represents
the obligation of a Dealer to repay an advance made to or on behalf of such
Dealer to finance products or the accounts receivable arising from the sale of
such products. In addition, participation interests described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participations in Floorplan Receivables" and Receivables described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participation Arrangements" will be Receivables.
 
  The products financed by the receivables in Green Tree's portfolio as of
  , 1998 are shown below under "The Accounts--Description of Green Tree's
Portfolio." Currently, substantially all the Receivables are Floorplan
Receivables owed by manufactured housing, recreational vehicle, marine product
(primarily boats, outboard motors and boat trailers), aircraft, motorcycle and
truck dealers. These Receivables enable dealers to finance their inventory
pending resale to consumers. Green Tree expects that it will establish
Accounts for other Dealers in the future, whose related Receivables will
finance other types of products. A small percentage of the Receivables as of
      , 1998 are Asset-Based Receivables, generally arising under revolving
credit facilities for manufacturers and distributors of various products.
Green Tree expects that the composition of the Receivables will change over
time.
 
  In order to reduce the Trust's exposure to any single Dealer or any single
industry, certain diversification thresholds ("Overconcentration Amounts")
will be tested at the end of each Monthly Period. Initially, except as
provided below, no more than 20% of the Receivables may be Asset-Based
Receivables; no more than 2% (or, with respect to certain designated Dealers,
3%) of the Receivables may have arisen under an Account with a single Dealer;
no more than 15% of the Receivables may be Floorplan Receivables financing
products from a single manufacturer; no more than 5% of the Receivables may be
Floorplan Receivables financing marine products; no more than 25% of the
Receivables may be Floorplan Receivables financing recreational vehicles, and
no more than 5% of the Receivables may be Floorplan Receivables financing
products other than manufactured housing, marine products or recreational
vehicles. Green Tree expects that the Receivables will from time to time
exceed one or more of these thresholds. To the extent that any such threshold
is exceeded at the end of a Monthly Period, the Class D Invested Amount will
be increased by an equivalent amount. These threshold percentages may,
however, be increased or decreased in the future without the consent of any
Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of the Class A or Class B Certificates.
See "Description of the Offered Certificates--The Overconcentration Amounts."
 
                                      40
<PAGE>
 
                                 THE ACCOUNTS
 
GENERAL
 
  The Receivables have arisen or will arise in the Accounts. The Accounts were
selected from all the accounts that were Eligible Accounts (the "Eligible
Portfolio") at the Cut-off Date or, in the case of Additional Accounts, as of
the date of their designation. In order to be included in the Eligible
Portfolio, each Account must be an account established by Green Tree in the
ordinary course of business or acquired by Green Tree through the acquisition
of an Eligible Account from another lender upon satisfying Green Tree's
customary underwriting standards, and meet certain other criteria provided in
the Pooling and Servicing Agreement. See "The Receivables--Eligible
Receivables and Eligible Accounts" and "Description of the Offered
Certificates--Representations and Warranties."
 
  Pursuant to the Pooling and Servicing Agreement, the Transferor, and
pursuant to the Purchase Agreement, Green Tree, have the right (subject to
certain limitations and conditions), and in some circumstances are obligated,
to designate from time to time additional Eligible Accounts to be included as
Accounts ("Additional Accounts") and convey to the Trust the Receivables of
such Additional Accounts, including Receivables thereafter created. These
accounts must meet the eligibility criteria set forth above as of the date
such accounts are designated as Additional Accounts. Green Tree will convey
the Receivables then existing, with certain exceptions, or thereafter created
under such Additional Accounts to the Transferor, which will in turn convey
them to the Trust. See "Description of the Offered Certificates--Addition of
Accounts."
 
DESCRIPTION OF GREEN TREE'S PORTFOLIO
 
  The following tables set forth the composition of the receivables in Green
Tree's servicing portfolio of revolving credit agreements, as of       , 1998,
by business line and other criteria. Because Green Tree expects to designate
Additional Accounts from time to time and to transfer the Receivables arising
therein to the Transferor and thence to the Trust, the business lines and the
actual composition of the Receivables by business line are expected to change
over time. In addition, due to the variability and uncertainty with respect to
the rates at which Receivables in the Trust Portfolio are created, paid or
otherwise reduced, the characteristics set forth below may vary significantly
as of any other date of determination. Percentages may not add to 100% due to
rounding.
 
  In general, Green Tree considers any number of revolving financing
arrangements established with a group of affiliated Dealers to be a single
account, because the affiliated Dealers represent a consolidated credit risk.
However, Green Tree also measures its exposure to Dealers in various
industries, and for this purpose it would, for example, consider revolving
financing arrangements with a group of affiliated dealers engaged in sales of
manufactured housing and recreational vehicles to be separate accounts, one
relating to a group of manufactured housing dealers and one relating to a
group of recreational vehicle dealers. Accordingly, the total number of
Accounts in the tables below may vary.
 
 
                                      41
<PAGE>
 
     COMPOSITION OF RECEIVABLES IN GREEN TREE'S PORTFOLIO BY BUSINESS LINE
                                       , 1998
 
<TABLE>
<CAPTION>
                                                                   PERCENTAGE OF
                                                    RECEIVABLES     RECEIVABLES
   BUSINESS LINE                                      BALANCE         BALANCE
   -------------                                 ----------------- -------------
   <S>                                           <C>               <C>
   Manufactured Housing Floorplan Receivables... $                          %
   Marine Floorplan Receivables.................
   Recreational Vehicle Floorplan Receivables...
   Aircraft Floorplan Receivables...............
   Motorcycle Floorplan Receivables.............
   Trailer Floorplan Receivables................
   Truck Floorplan Receivables..................
   Asset-Based Receivables......................
   Real Estate..................................
                                                 -----------------    ------
     Total...................................... $                    100.00%
                                                 =================    ======
</TABLE>
 
    COMPOSITION OF RECEIVABLES IN GREEN TREE'S PORTFOLIO BY ACCOUNT BALANCE
                              AS OF       , 1998
 
<TABLE>
<CAPTION>
                                                 PERCENTAGE           PERCENTAGE
                                                     OF       NUMBER  OF NUMBER
                                  RECEIVABLES    RECEIVABLES    OF        OF
   ACCOUNT BALANCE RANGE            BALANCE        BALANCE   ACCOUNTS  ACCOUNTS
   ---------------------       ----------------- ----------- -------- ----------
   <S>                         <C>               <C>         <C>      <C>
   $0 to $100,000............  $                         %                    %
   $100,000.01 to $500,000...
   $500,000.01 to $1,000,000.
   $1,000,000.01 to
    $5,000,000...............
   $5,000,000.01 to
    $10,000,000..............
   Over $10,000,000.01.......
                               -----------------   ------     -----     ------
     Total...................  $                   100.00%              100.00%
                               =================   ======     =====     ======
</TABLE>
 
       GEOGRAPHIC DISTRIBUTION OF RECEIVABLES IN GREEN TREE'S PORTFOLIO
                              AS OF       , 1998
 
<TABLE>
<CAPTION>
                                          PERCENTAGE OF           PERCENTAGE OF
                           RECEIVABLES     RECEIVABLES  NUMBER OF   NUMBER OF
   DEALER LOCATION(1)        BALANCE         BALANCE    ACCOUNTS    ACCOUNTS
   ------------------   ----------------- ------------- --------- -------------
   <S>                  <C>               <C>           <C>       <C>
   Florida............. $                          %                       %
   Texas...............
   North Carolina......
   California..........
   Arizona.............
   Georgia.............
   Michigan............
   Tennessee...........
   Mississippi.........
   Alabama.............
   Colorado............
   Ohio................
   Other States (2)....
                        -----------------    ------        ---       ------
     Total............. $                    100.00%                 100.00%
                        =================    ======        ===       ======
</TABLE>
--------
(1) For purpose of this table, the Dealer's location is based on the Dealer's
    headquarters address rather than the actual location of the Dealer's place
    of business.
(2) The percentage of the Receivables balance represented by Receivables in
    each state not specifically listed is less than 3% of the Receivables
    balance.
 
                                      42
<PAGE>
 
YIELD INFORMATION
 
  The Receivables bear interest in their accrual periods at rates generally
equal to an index rate selected in the related financing agreement, which as
of the date hereof is generally a prime rate, plus a margin. Certain
Receivables do not bear interest for a specified period after their
origination. During the six months ended June 30, 1998, the receivables in
Green Tree's portfolio had a yield of      % per annum. The Trust's yield on
its Receivables will be affected by the interest rates borne by Receivables,
the Discount Factor, if any, and the rate at which the Receivables balances
are paid.
 
MAJOR CUSTOMERS; MAJOR MANUFACTURERS
 
  At       , 1998 no one Floorplan Dealer accounted for more than     % of the
aggregate balance of the Receivables in Green Tree's portfolio. At       ,
1998, except as discussed below, no one Manufacturer was obligated under
Floorplan Agreements relating to receivables in Green Tree's portfolio
aggregating more than     % of the aggregate receivables balance. At       ,
1998, Fleetwood Enterprises, Inc. was obligated under its Floorplan Agreement
with Green Tree with respect to receivables aggregating      % of Green Tree's
portfolio. Fleetwood Enterprises, Inc. is a large manufacturer of both
manufactured housing and recreational vehicles, with production facilities
located throughout the United States and in Germany, and is not affiliated
with Green Tree. No prediction can be made as to what percentage of the
Receivables in the future may be obligations of a single Dealer or be related
to a single Manufacturer under its Floorplan Agreement, but such percentages
are subject to the effect of Overconcentration Amounts. See "Description of
the Offered Certificates--The Overconcentration Amounts."
 
DELINQUENCY EXPERIENCE
 
  The following table sets forth the delinquency experience as of the dates
indicated for Green Tree's entire portfolio. Because Green Tree's portfolio
has grown rapidly in the past year, and Green Tree expects to create a
substantial number of Additional Accounts that will be transferred to the
Trust in the future, the actual delinquency experience with respect to the
Eligible Accounts may be different. There can be no assurance that the
delinquency experience for the Receivables in the future will be similar to
the experience shown below.
 
                  DELINQUENCY EXPERIENCE FOR TOTAL PORTFOLIO
                              RECEIVABLES BALANCE
                            (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                              DECEMBER 31, DECEMBER 31, DECEMBER 31,  JUNE 30,
                                  1995         1996         1997        1998
                              ------------ ------------ ------------ ----------
<S>                           <C>          <C>          <C>          <C>
Aggregate Principal Balance.    $539,615    $1,022,534   $1,496,433  $
SAU/NSF(1)..................       1,558         1,319        1,447
SAU/NSF as a Percentage of
 Aggregate Principal
 Balance....................        0.29%         0.13%        0.10%           %
</TABLE>
--------
(1) A "SAU/NSF" Receivable is one that is deemed delinquent when (i) there is
    an unpaid receivable balance as to which the related product has been sold
    and such receivable balance has not been paid by the related Dealer or
    (ii) a payoff check from the related Dealer has been returned because of
    insufficient funds.
 
LOSS EXPERIENCE
 
  The following table sets forth Green Tree's average principal receivables
balance and loss experience for each of the periods shown with respect to its
portfolio. Because Green Tree's portfolio has grown rapidly in the past three
years, and Green Tree expects to create a substantial number of Additional
Accounts that will be designated for the Trust in the future, actual loss
experience with respect to the Eligible Accounts may be different. Since a
substantial number of receivables from which the Receivables will be taken
were only recently originated, it may be expected that such receivables have
not yet exhibited a loss experience that is representative
 
                                      43
<PAGE>
 
of the losses that may be experienced over a longer period of time. There can
be no assurance that the loss experience for the Receivables in the future
will be similar to the historical experience set forth below with respect to
the portfolio. The historical experience set forth below includes the effect
of the financial obligations of Manufacturers in respect of repossessed
products as described above under "Green Tree Financial Corporation and Its
Commercial Finance Division--Floorplan Agreements with Manufacturers." If
Manufacturers are not able to perform such obligations in the future, the loss
experience in respect of the portfolio and the Receivables may be adversely
affected.
 
                       LOSS EXPERIENCE FOR THE PORTFOLIO
                            (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                 TWELVE       TWELVE       TWELVE    SIX MONTHS
                              MONTHS ENDED MONTHS ENDED MONTHS ENDED   ENDED
                              DECEMBER 31, DECEMBER 31, DECEMBER 31,  JUNE 30,
                                  1995         1996         1997        1998
                              ------------ ------------ ------------ ----------
<S>                           <C>          <C>          <C>          <C>
Average Principal
 Receivables Balance (1)....    $380,226    $1,048,260   $1,657,940  $
Gross Losses................          24           612        1,667
Recoveries..................                      (104)        (239)
Net Losses (Recoveries) (2).          24           508        1,428
Net Losses (Recoveries) as a
 percentage of Average
 Principal Receivables
 Balance....................       0.006%        0.049%       0.086%           %
</TABLE>
--------
(1) Average Principal Receivables Balance is the average daily principal
    balances for the twelve months ended December 31, 1995, 1996 and 1997, and
    the six months ended June 30, 1998, respectively.
(2) Net losses (recoveries) in any period are gross losses less recoveries for
    such period. Recoveries include recoveries from collateral security in
    addition to recoveries from the products.
 
AGING EXPERIENCE
 
  The following table provides the age distribution of inventory for all
dealers in the portfolio excluding Asset Based Receivables, as a percentage of
total principal outstanding at the date indicated. Because the Eligible
Accounts will only be a portion of the entire portfolio, actual age
distribution with respect to the Eligible Accounts may be different.
 
                     AGE DISTRIBUTION FOR THE PORTFOLIO(1)
                              AS OF       , 1998
 
<TABLE>
<CAPTION>
                                                                   PERCENTAGE OF
                                                    RECEIVABLES     RECEIVABLES
                                                      BALANCE         BALANCE
                                                 ----------------- -------------
<S>                                              <C>               <C>
Days
  0-89.......................................... $                          %
  90-179........................................
  180-365.......................................
  366-730.......................................
  Over 731......................................
                                                 -----------------    ------
    Total....................................... $                    100.00%
                                                 =================    ======
</TABLE>
--------
(1) Excludes Asset-Based Receivables.
 
 
                                      44
<PAGE>
 
                            MATURITY CONSIDERATIONS
 
  The Pooling and Servicing Agreement provides that Class A Certificateholders
will not receive payments of principal until the Class A Scheduled Payment
Date, or earlier in the event of a Pay Out Event that results in the
commencement of the Early Amortization Period. The Pooling and Servicing
Agreement also provides that Class B Certificateholders will not receive
payments of principal until the Class B Scheduled Payment Date, or earlier in
the event of a Pay Out Event that results in the commencement of the Early
Amortization Period (in either case, only after the Class A Invested Amount
has been paid in full). The Class B Certificateholders will not receive any
payments of principal until the final principal payment on the Class A
Certificates has been made.
 
  Controlled Accumulation Period. On each business day during the Controlled
Accumulation Period, prior to the payment (or deposit in the Principal
Account) of the Class A Invested Amount in full, an amount equal to the lesser
of (a) Principal Collections allocable to the Class A, Class B and Class C
Certificateholders' Interest plus Shared Principal Collections, if any, from
other Series allocable to the Class A, Class B and Class C Certificates, plus
certain other amounts comprising Class A, Class B and Class C Principal, and
(b) the amount, if any, by which (i) the sum of the Controlled Accumulation
Amount for such Monthly Period plus the Accumulation Shortfall, if any (such
sum being referred to as the "Controlled Deposit Amount" for the related
Monthly Period) exceeds (ii) the amount in the Principal Account for the
account of the Class A, Class B and Class C Certificate Owners, will be
deposited daily in the Principal Account.
 
  On each business day during the Controlled Accumulation Period, following
the payment (or deposit in the Principal Account) of the Class A Invested
Amount in full but prior to the payment (or deposit in the Principal Account)
of the Class B Invested Amount in full, an amount equal to the lesser of (a)
Principal Collections allocable to the Class A, Class B and Class C
Certificateholders' Interest plus Shared Principal Collections, if any, from
other Series allocable to the Class A, Class B and Class C Certificates, plus
certain other amounts comprising Class A, Class B and Class C Principal, and
(b) the amount, if any, by which (i) the Controlled Deposit Amount for the
related Monthly Period exceeds (ii) the amount in the Principal Account for
the account of the Class B Certificate Owners, will be deposited daily in the
Principal Account.
 
  Although it is anticipated that during the Controlled Accumulation Period
prior to the payment of the Class A Invested Amount in full, funds will be
deposited in the Principal Account in an amount equal to the applicable
Controlled Deposit Amount for each Monthly Period and that the Class A
Invested Amount will be available for distribution to the Class A Certificate
Owners on the Class A Scheduled Payment Date, and that the Class B Invested
Amount will be available for distribution to the Class B Certificate Owners on
the Class B Scheduled Payment Date, respectively, no assurance can be given in
that regard.
 
  Pay Out Event. If a Pay Out Event occurs, the Early Amortization Period will
commence and any amounts on deposit in the Principal Account will be paid to
the Class A Certificate Owners on the Distribution Date in the month following
the commencement of the Early Amortization Period. In addition, to the extent
that the Class A Invested Amount has not been paid in full on the Class A
Scheduled Payment Date, the Class A Certificate Owners will be entitled to
monthly payments of principal equal to the Principal Collections allocable to
the Class A, Class B and Class C Certificateholders' Interest plus Shared
Principal Collections, if any, from other Series allocable to the Class A,
Class B and Class C Certificates, plus certain other amounts comprising Class
A, Class B and Class C Principal, until the earlier of the date on which the
Class A Invested Amount has been paid in full and the Series 1998-2
Termination Date. After the Class A Invested Amount has been paid in full and
if the Series 1998-2 Termination Date has not occurred, Principal Collections
allocable to the Class B and Class C Certificateholders' Interest plus Shared
Principal Collections, if any, from other Series allocable to the Class A,
Class B and Class C Certificates, plus certain other amounts comprising Class
B and Class C Principal, will be paid to the Class B Certificate Owners on
each Distribution Date until the earlier of the date on which the Class B
Invested Amount has been paid in full and the Series 1998-2 Termination Date.
Thereafter, on and after the Class C Principal Commencement Date, the Class C
Certificate Owners will be entitled to receive monthly payments of principal,
until the Class C Invested Amount is paid in full or until the Series 1998-2
Termination Date. If a Pay Out Event occurs with respect to the Series 1998-2
Certificates prior to the payment in full of the
 
                                      45
<PAGE>
 
Series 1995-1 Certificates, Series 1998-2 Certificateholders will receive no
allocations of principal (other than funds then on deposit in the Pre-Funding
Account) until the Series 1995-1 Certificates are paid in full or funds in
respect thereof have been deposited in the Principal Account, which is
expected to occur in October 1998. See "Risk Factors--Companion Series with
Series 1995-1 Certificates; Delay in Allocations of Principal."
 
  A "Pay Out Event" occurs, either automatically or after specified notice,
upon
 
    (i) failure by the Transferor to convey Receivables in Additional
  Accounts to the Trust within five Business Days after the day on which it
  is required to convey such Receivables pursuant to the Pooling and
  Servicing Agreement;
 
    (ii) failure on the part of the Transferor, the Servicer or Green Tree,
  as applicable, (a) to make any payment or deposit required by the Pooling
  and Servicing Agreement or the Purchase Agreement, on or before the date
  such payment or deposit is required to be made therein, which failure is
  not cured within five business days after written notice from the Trustee
  of such failure; or (b) to deliver a Distribution Date Statement on the
  date required under the Pooling and Servicing Agreement (or within ten
  business days after written notice from the Trustee of such failure); or
  (c) to comply with its covenant not to create any lien on a Receivable
  which failure has a material adverse effect on the holders of the
  Certificates and which continues unremedied for a period of 60 days after
  written notice to it; provided, however, that any Pay Out Event shall not
  be deemed to have occurred if the Transferor shall have repurchased the
  related Receivables or, if applicable, all the Receivables during such
  period in accordance with the provisions of the Pooling and Servicing
  Agreement; or (d) to observe or perform in any material respect any other
  covenants or agreements set forth in the Pooling and Servicing Agreement or
  the Purchase Agreement, which failure has a materially adverse effect on
  the Certificateholders and which continues unremedied for a period of 45
  days after written notice of such failure;
 
    (iii) any representation or warranty made by Green Tree in the Purchase
  Agreement or by the Transferor in the Pooling and Servicing Agreement or
  any information required to be given by the Transferor to the Trustee to
  identify the Accounts proves to have been incorrect in any material respect
  when made and continues to be incorrect in any material respect for a
  period of 60 days after written notice and as a result the interests of the
  Certificateholders are materially and adversely affected (excluding,
  however, any representation or warranty made by the Transferor that the
  Pooling and Servicing Agreement constitutes, or the transfer of the
  Receivables to the Trust is, a valid sale, transfer and assignment to the
  Trust of all right, title and interest of the Transferor in the Receivables
  and the Collateral Security if the Pooling and Servicing Agreement
  constitutes the grant of a security interest in the Receivables and
  Collateral Security); provided, however, that any Pay Out Event shall not
  be deemed to occur thereunder if the Transferor has repurchased the related
  Receivables or all such Receivables, if applicable, during such period in
  accordance with the provisions of the Pooling and Servicing Agreement;
 
    (iv) the occurrence of certain events of bankruptcy, insolvency or
  receivership relating to Green Tree or the Transferor;
 
    (v) the Trust or the Transferor becomes an investment company within the
  meaning of the Investment Company Act of 1940, as amended;
 
    (vi) any Servicer Default occurs;
 
    (vii) on any Determination Date, the average of the Monthly Payment Rates
  for the three preceding Monthly Periods, where the Monthly Payment Rate for
  a Monthly Period is the percentage obtained by dividing the aggregate of
  the Receivables balances (without deducting therefrom any discount portion)
  collected during such Monthly Period by the average daily aggregate
  Receivables balance (without deducting therefrom any discount portion) for
  such Monthly Period, is less than 18%;
 
    (viii) the failure to pay the outstanding principal amount of the Class A
  or Class B Certificates by the Class A Scheduled Payment Date or the Class
  B Scheduled Payment Date, as applicable;
 
 
                                      46
<PAGE>
 
    (ix) the ratio (expressed as a percentage) of (i) the average for each
  month of the net losses on the Receivables (exclusive of the Ineligible
  Receivables) owned by the Trust (i.e., gross losses less recoveries on any
  such Receivables (including, without limitation, recoveries from collateral
  security in addition to recoveries from the products, recoveries from
  Manufacturers and insurance proceeds)) during any three consecutive
  calendar months to (ii) the average of the month-end aggregate balances of
  such Receivables (without deducting therefrom the discount portion) for
  such three-month period, exceeds 5% on an annualized basis;
 
    (x) the sum of all Cash Equivalents and amounts on deposit in the Excess
  Funding Account represents more than 50% of the sum of the aggregate amount
  of Principal Receivables (without deducting therefrom any discount portion)
  on each of six or more consecutive Determination Dates, after giving effect
  to all payments made or to be made on the Distribution Date next succeeding
  each such respective Determination Date; or
 
    (xi) if Principal Collections allocable to the Class D
  Certificateholder's Interest have been reallocated in any Monthly Period to
  cover any Required Amounts and have not been reimbursed as of the
  Determination Date in such Monthly Period.
 
  The amount of new Receivables generated in any month and payment rates on
the Receivables may vary because of seasonal variations in product sales and
inventory levels, retail incentive programs provided by product manufacturers
and various economic factors affecting product sales generally. The following
table sets forth the monthly payment rates ("MPR") for the receivables
originated by Green Tree from Dealers for each month since January 1995 and
the average monthly payment rates for such receivables for all months during
the periods shown, in each case calculated by dividing the total collections
during a given month by total opening monthly balances of such receivables
during the periods shown and expressing such amounts as a percentage. Payment
rates shown in the table are based on amounts which would be deemed payments
of Principal Receivables with respect to such receivables. The payment rates
shown in the table reflect payments on Floorplan Receivables only. As of
  , 1998, approximately      % of the receivables in Green Tree's portfolio
were Asset-Based Receivables.
 
                    MONTHLY PAYMENT RATES FOR THE PORTFOLIO
 
<TABLE>
<CAPTION>
                                                            PAYMENT RATE
                                                         ----------------------
MONTH                                                    1995  1996  1997  1998
-----                                                    ----  ----  ----  ----
<S>                                                      <C>   <C>   <C>   <C> 
January.................................................  22%   20%   17%     %
February................................................  19    18    17
March...................................................  24    22    22
April...................................................  25    25    23
May.....................................................  28    26    24
June....................................................  29    25    25
July....................................................  29    28    28
August..................................................  33    29    25
September...............................................  28    26    26
October.................................................  30    26    26
November................................................  28    23    22
December................................................  24    21    22
                                                         ---   ---   ---   ---
Average.................................................  26%   23%   23%     %
                                                         ---   ---   ---   ---
</TABLE>
--------
 
  The amount of collections on Receivables may vary from month to month due to
seasonal fluctuations in sales of the products securing the Receivables and
other factors. There can be no assurance that Principal Collections with
respect to the Trust, and thus the rate at which funds are deposited in the
Principal Account during the Controlled Accumulation Period, will be similar
to the historical experience set forth above. If a Pay
 
                                      47
<PAGE>
 
Out Event occurs, the average life and maturity of the Offered Certificates
could be significantly reduced. Certificate Owners will bear the risk of being
able to reinvest principal received on the Certificates at a yield at least
equal to their yield on the Certificates. If an investor acquires a
Certificate at a discount, the repayment of principal on the Certificate later
than on the related Scheduled Payment Date will likely result in a lower than
anticipated yield. In addition, if an investor acquires a Certificate at a
premium, repayment of principal earlier than the related Scheduled Payment
Date will result in a yield to that investor that is lower than anticipated by
that investor.
 
                                USE OF PROCEEDS
 
  The net proceeds from the sale of the Offered Certificates will be paid to
the Transferor. The Transferor will apply the entire amount of such net
proceeds, which is expected to be $              , to reduce the principal
amount of the Series 1995-1 Certificates, to pay the purchase price of
Receivables and to fund the Pre-Funding Account to the extent of the Pre-
Funded Amount.
 
                    DESCRIPTION OF THE OFFERED CERTIFICATES
 
  The Offered Certificates will be issued pursuant to the Pooling and
Servicing Agreement and the Series 1998-2 Supplement. Pursuant to the Pooling
and Servicing Agreement, the Transferor and the Trustee have executed
Supplements for the Series 1995-1 Certificates, the Series 1996-1
Certificates, the Series 1996-2 Certificates and the Series 1998-1
Certificates, and may execute additional Supplements in order to issue
additional Series.
 
GENERAL
 
  The Offered Certificates will represent undivided interests in certain
assets of the Trust, including the right to the investor allocation percentage
of all Obligor payments on the Receivables in the Trust. Each Class A
Certificate and Class B Certificate represents the right to receive payments
of interest at the Class A Certificate Rate or the Class B Certificate Rate,
as the case may be, funded from Available Series Interest Collections and the
right to receive payments of principal on or after the Class A Scheduled
Payment Date or the Class B Scheduled Payment Date, as applicable, in each
case funded from Principal Collections allocated to the Class A, Class B and
Class C Certificateholders' Interests.
 
  The Transferor will own the Exchangeable Transferor Certificate and the
Class D Certificates and may either own or privately place the Class C
Certificates. The Exchangeable Transferor Certificate will represent an
undivided interest in the Trust, including the right to a percentage (the
"Transferor Percentage") of all Obligor payments on the Receivables in the
Trust equal to 100% minus the sum of the applicable investor allocation
percentages (which shall not exceed 100%) for all Series of certificates then
outstanding. See "--Certain Matters Regarding the Transferor and the
Servicer."
 
  During the Revolving Period, the amount of the Invested Amount in the Trust
will remain constant except under certain limited circumstances. See "--
Defaulted Receivables" and "--The Overconcentration Amounts." The amount of
Principal Receivables in the Trust, however, will vary each day as new
Receivables arise in the Accounts and other Receivables are paid. The amount
of the Transferor Interest (or the amount in the Excess Funding Account, if
necessary) will fluctuate each day, therefore, to reflect the changes in the
amount of the Principal Receivables in the Trust, except to the extent another
Series absorbs such change. During the Controlled Accumulation Period, the
Invested Amount will decline as dealer payments of Principal Receivables are
collected and held for distribution or distributed to the Certificate Owners.
As a result, except to the extent another Series absorbs such change, the
Transferor Interest will generally increase each month during the Controlled
Accumulation Period to reflect the reductions in the Invested Amount of such
Series and will also
 
                                      48
<PAGE>
 
change to reflect the variations in the amount of the Principal Receivables in
the Trust. The Transferor Interest may be reduced as the result of an
Exchange. See "--Exchanges."
 
  Each Class of Offered Certificates initially will be represented by
certificates registered in the name of the nominee of DTC (together with any
successor depository selected by the Transferor, the "Depository"), except as
set forth below. Beneficial interests in each Class of Offered Certificates
will be available for purchase in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof in book-entry form only. The Transferor
has been informed by DTC that DTC's nominee will be Cede & Co. Accordingly,
Cede & Co. is expected to be the holder of record of the Offered Certificates.
Unless and until Definitive Certificates are issued under the limited
circumstances described herein, no Certificate Owner acquiring an interest in
any Class of Offered Certificates will be entitled to receive a certificate
representing such Certificate Owner's interest in such Certificates. Until
such time, all references herein to actions by Certificateholders of any Class
of Offered Certificates will refer to actions taken by the Depository upon
instructions from its participating organizations ("DTC Participants" or
"Participants") and all references herein to distributions, notices, reports,
and statements to Certificateholders of any Class of Offered Certificates will
refer to distributions, notices, reports, and statements to the Depository or
its nominee, as the registered holder of the Offered Certificates of such
Class, for distribution to Certificate Owners of such Class in accordance with
the Depository's procedures. See "--Book-Entry Registration" and "--Definitive
Certificates."
 
BOOK-ENTRY REGISTRATION
 
  With respect to each Class of Offered Certificates in book-entry form,
Certificateholders may hold their Certificates through DTC (in the United
States) or Cedel or Euroclear (in Europe), if they are participants of such
systems, or indirectly through organizations that are participants in such
systems.
 
  Cede, as nominee for DTC, will hold the global certificates. Cedel and
Euroclear will hold omnibus positions on behalf of the Cedel Participants and
the Euroclear Participants, respectively, through customers' securities
accounts in Cedel's and Euroclear's names on the books of their respective
depositaries (collectively, the "Depositaries") which in turn will hold such
positions in customers' securities accounts in the Depositaries' names on the
books of DTC.
 
  DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities for its Participants and facilitates the clearance and
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other
organizations. Indirect access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
 
  Transfers between DTC Participants will occur in accordance with DTC rules.
Transfers between Cedel Participants and Euroclear Participants will occur in
the ordinary way in accordance with their applicable rules and operating
procedures.
 
  Cross-market transfers between persons holding directly or indirectly
through DTC in the United States, on the one hand, and directly or indirectly
through Cedel Participants or Euroclear Participants on the other, will be
effected in DTC in accordance with DTC rules on behalf of the relevant
European international clearing system by its Depositary; however, such cross-
market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing
 
                                      49
<PAGE>
 
system will, if the transaction meets its settlement requirements, deliver
instructions to its Depositary to take action to effect final settlement on
its behalf by delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Cedel Participants and Euroclear Participants
may not deliver instructions directly to the Depositaries.
 
  Because of time-zone differences, credits of securities in Cedel or
Euroclear as a result of a transaction with a DTC Participant will be made
during the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in
such securities settled during such processing will be reported to the
relevant Cedel Participant or Euroclear Participant on such business day. Cash
received in Cedel or Euroclear as a result of sales of securities by or
through a Cedel Participant or a Euroclear Participant to a DTC Participant
will be received with value on the DTC settlement date but will be available
in the relevant Cedel or Euroclear cash account only as of the business day
following settlement in DTC.
 
  Purchases of Offered Certificates under the DTC system must be made by or
through Participants, which will receive a credit for the Offered Certificates
on DTC's records. The ownership interest of each actual Certificate Owner is
in turn to be recorded on the Participants' and Indirect Participants'
records. Certificate Owners will not receive written confirmation from DTC of
their purchase, but Certificate Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Certificate Owner entered into the transaction. Transfers of
ownership interests in the Offered Certificates are to be accomplished by
entries made on the books of Participants acting on behalf of Certificate
Owners. Certificate Owners will not receive certificates representing their
ownership interest in Offered Certificates, except in the event that use of
the book-entry system for the Offered Certificates is discontinued.
 
  To facilitate subsequent transfers, all Offered Certificates deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Offered Certificates with DTC and their registration
in the name of Cede & Co. effects no change in beneficial ownership. DTC has
no knowledge of the actual Certificate Owners; DTC's records reflect only the
identity of the Participants to whose accounts such Offered Certificates are
credited, which may or may not be the Certificate Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
 
  Conveyance of notices and other communications by DTC to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Certificate Owners will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time.
 
  Neither DTC nor Cede & Co. will consent or vote with respect to the Offered
Certificates. Under its usual procedures, DTC mails an omnibus proxy to the
issuer as soon as possible after the record date, which assigns Cede & Co.'s
consenting or voting rights to those Participants to whose accounts the
Offered Certificates are credited on the record date (identified in a listing
attached thereto).
 
  Principal and interest payments on the Offered Certificates will be made to
DTC. DTC's practice is to credit Participants' accounts on the Distribution
Date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on the
Distribution Date. Payments by Participants to Certificate Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, the Trustee or the Transferor, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the Trustee, disbursement of such
payments to Participants shall be the responsibility of DTC, and disbursement
of such payments to the Certificate Owners shall be the responsibility of
Participants and Indirect Participants.
 
  DTC may discontinue providing its services as securities depository with
respect to the Offered Certificates at any time by giving reasonable notice to
the Transferor or the Trustee. Under such circumstances, in the event
 
                                      50
<PAGE>
 
that a successor securities depository is not obtained, Definitive
Certificates are required to be printed and delivered. The Transferor may
decide to discontinue use of the system of book-entry transfers through DTC
(or a successor securities depository). In that event, Definitive Certificates
will be printed and delivered.
 
  Cedel Bank, societe anonyme ("Cedel") is incorporated under the laws of
Luxembourg as a professional depository. Cedel holds securities for its
participating organizations ("Cedel Participants") and facilitates the
clearance and settlement of securities transactions between Cedel Participants
through electronic book-entry changes in accounts of Cedel Participants,
thereby eliminating the need for physical movement of certificates.
Transactions may be settled by Cedel in any of 28 currencies, including United
States dollars. Cedel provides to its Cedel Participants, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Cedel
interfaces with domestic markets in several countries. As a professional
depository, Cedel is subject to regulations by the Luxembourg Monetary
Institute. Cedel Participants are recognized financial institutions around the
world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations and may
include the underwriters of any Series of Certificates. Indirect access to
Cedel is also available to others, such as banks, brokers, dealers and trust
companies that dear through or maintain a custodial relationship with a Cedel
Participant, either directly or indirectly.
 
  The Euroclear System (the "Euroclear System") was created in 1968 to hold
securities for participants of the Euroclear System ("Euroclear Participants")
and to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Transactions may now be
settled in any of 32 currencies, including United States dollars. The
Euroclear System includes various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. The Euroclear System is operated by Morgan Guaranty Trust
Company of New York, Brussels, Belgium office (the "Euroclear Operator" or
"Euroclear"), under contract with Euroclear Clearance System, S.C., a Belgian
cooperative corporation (the "Cooperative"). All operations are conducted by
the Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for the Euroclear system on
behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other
professional financial intermediaries and may include the underwriters of any
Series of Certificates. Indirect access to the Euroclear System is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
 
  The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
 
  Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions
govern transfers of securities and cash within the Euroclear System,
withdrawal of securities and cash from the Euroclear System, and receipts of
payments with respect to securities in the Euroclear System. All securities in
the Euroclear System are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of Euroclear
Participants and has no record of or relationship with persons holding through
Euroclear Participants.
 
  Distributions with respect to Offered Certificates held through Cedel or
Euroclear will be credited to the cash accounts of Cedel Participants or
Euroclear Participants in accordance with the relevant system's rules and
procedures, to the extent received by its Depositary. Such distributions will
be subject to tax reporting in accordance with relevant United States tax laws
and regulations. Cedel or the Euroclear Operator, as the case may be, will
take any other action permitted to be taken by a Certificateholder under the
related Pooling and
 
                                      51
<PAGE>
 
Servicing Agreement on behalf of a Cedel Participant or a Euroclear
Participant only in accordance with its relevant rules and procedures and
subject to its Depositary's ability to effect such actions on its behalf
through DTC.
 
  Although DTC, Cedel and Euroclear have agreed to the foregoing procedures in
order to facilitate transfers of Offered Certificates among participants of
DTC, Cedel and Euroclear, they are under no obligation to perform or continue
to perform such procedures and such procedures may be discontinued at any
time.
 
DEFINITIVE CERTIFICATES
 
  Each Class of Offered Certificates will be issued in such registered,
certificated form to the Certificate Owners of such Class or their nominees
("Definitive Certificates"), rather than to the Depository or its nominee,
only if (i) the Transferor advises the Trustee in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as
Depository with respect to the Offered Certificates of such Class, and the
Trustee or the Transferor is unable to locate a qualified successor, (ii) the
Transferor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, or (iii) after the
occurrence of a Servicer Default, Certificate Owners representing not less
than 50% of the Invested Amount of such Class advise the Trustee and the
Depository through Participants in writing that the continuation of a book-
entry system through the Depository is no longer in the best interest of the
Certificate Owners of such Class.
 
  Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Depository is required to notify all Participants of
the availability through the Depository of Definitive Certificates. Upon
surrender by the Depository of the definitive certificate representing the
Offered Certificates of the affected Class and instructions for registration,
the Trustee will issue the Offered Certificates of such Class as Definitive
Certificates, and thereafter the Trustee will recognize the holders of such
Definitive Certificates as Certificateholders under the Pooling and Servicing
Agreement.
 
  Distribution of principal and interest on the Offered Certificates will be
made by the Trustee directly to Certificateholders in accordance with the
procedures set forth herein and in the Pooling and Servicing Agreement.
Interest payments and any principal payments on each Distribution Date will be
made to Certificateholders in whose names the Definitive Certificates were
registered at the close of business on the related Record Date. Distributions
will be made by check mailed to the address of such Certificateholder as it
appears on the register maintained by the Trustee. The final payment on any
Offered Certificate, however, will be made only upon presentation and
surrender of such Certificate at the office or agency specified in the notice
of final distribution to Certificateholders. The Trustee will provide such
notice to registered Certificateholders mailed not later than the fifth day of
the month of such final distributions.
 
  Definitive Certificates will be transferable and exchangeable at the offices
of the transfer agent and registrar, which initially will be the Trustee (in
such capacity, the "Transfer Agent and Registrar"). No service charge will be
imposed for any registration of transfer or exchange, but the Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge imposed in connection therewith. The Transfer Agent
and Registrar will not be required to register the transfer or exchange of
Definitive Certificates for the period from the Record Date preceding the due
date for any payment to the Distribution Date with respect to such Definitive
Certificates.
 
  In the event that Definitive Certificates are issued, the Trustee will
maintain paying agencies in Luxembourg and London for payments in respect of
Definitive Certificates for so long as they are outstanding. The names and
addresses of the paying agents which are expected to be appointed in such
circumstances are set forth at the end of this Prospectus. If Definitive
Certificates are issued, such paying agents also will act as co-transfer
agents and co-registrars with respect to the Definitive Certificates. In the
event of any such appointment or replacement of paying agents, the Trustee
will publish or cause to be published as soon as possible in the Luxemburger
Wort a notice to the effect that such paying agent has been appointed or
replaced and other relevant information. If Definitive Certificates are
issued, such Definitive Certificates will be transferable and exchangeable at
the offices
 
                                      52
<PAGE>
 
of the transfer agent and such co-transfer agents. In the event of the
transfer of less than all the Invested Amount represented by a Definitive
Certificate, the transfer agent or such co-transfer agent, as applicable, will
issue a new Definitive Certificate to the transferor thereof representing the
Invested Amount not so transferred. In addition, upon maturity or final
payment, such Definitive Certificates may be presented for payment at the
offices of such paying agents in Luxembourg or London up to two years after
maturity or final payment. The Trustee may take appropriate steps to contact
the remaining Certificateholders regarding the surrender of their
Certificates, and the cost thereof will be paid out of the fund held by the
Trustee for benefit of such Certificateholders. The Trustee and the Paying
Agent will pay to the Transferor upon request any monies held by them for the
payment of principal or interest which remains unclaimed for two years. After
payment to the Transferor, Investor Certificateholders entitled to the money
must look to the Transferor for payment as general creditors unless an
applicable abandoned property law designates another Person.
 
REPLACEMENT OF DEFINITIVE CERTIFICATES
 
  In the event that Definitive Certificates are issued, a Class A or a Class B
Certificate that is mutilated, destroyed, lost or stolen may be exchanged or
replaced, as the case may be, at the offices of the co-transfer agent and co-
registrar in Luxembourg upon presentation of the Certificate or satisfactory
evidence of the destruction, loss or theft thereof to the co-transfer agent
and co-registrar. An indemnity satisfactory to the co-transfer agent and co-
registrar and the Trustee may be required at the expense of the Class A or the
Class B Certificateholder before a replacement Class A or Class B Certificate
will be issued. The Class A or the Class B Certificateholder will be required
to pay any tax or other governmental charge imposed in connection with such
exchange or replacement and any other expenses (including the fees and
expenses of the Trustee and the co-transfer agent and co-registrar) connected
therewith.
 
INTEREST PAYMENTS
 
  Interest on the respective outstanding balance of each Class of Offered
Certificates will accrue at the applicable Certificate Rate and will be
payable on the 13th day of each month, or if such day is not a business day,
on the next succeeding business day (each a "Distribution Date"), beginning
  , 1998. A "Business Day" is any day other than a Saturday or Sunday or
another day on which banking institutions in New York, New York, London,
England or Luxembourg are authorized or obligated by law or executive order to
be closed. Interest will accrue from and including the preceding Distribution
Date (or, in the case of the first Distribution Date, from and including the
Series 1998-2 Issuance Date) to but excluding such Distribution Date and will
be calculated on the basis of the actual number of days in the related
Interest Accrual Period divided by 360 days.
 
  Interest on the outstanding principal balance of the Class A Certificates
will accrue for each Interest Accrual Period at the Class A Certificate Rate,
which shall equal the lesser of (i) LIBOR (calculated as described below)
determined as of the second LIBOR business day prior to such Interest Accrual
Period (or, in the case of the first Distribution Date, determined as of
  , 1998 for the period from       , 1998 up to but excluding      , 1998)
plus    % per annum or (ii) the Net Receivables Rate (described below).
Interest on the outstanding principal balance of the Class B Certificates will
accrue for each Interest Accrual Period at the Class B Certificate Rate, which
shall equal the lesser of (i) LIBOR determined as of the second LIBOR business
day prior to such Interest Accrual Period (or, in the case of the first
Distribution Date, determined as of      , 1998 for the period from        up
to but excluding      , 1998) plus    % per annum or (ii) the Net Receivables
Rate. The Class C Certificates and the Class D Certificates will not bear
interest.
 
  On the second London Banking Day prior to the Interest Reset date (as
defined herein) for such Interest Period (a "LIBOR Determination Date"), until
the Series Termination Date, the Trustee will determine the rate for deposits
in United States dollars for the applicable Index Maturity, commencing on such
Interest Reset Date, which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such LIBOR Determination Date. If such rate does not appear on
Telerate Page 3750, the rate for such LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks (as defined herein) at
approximately 11:00 a.m., London time, on that day to prime banks in the
London interbank market
 
                                      53
<PAGE>
 
for the applicable Index Maturity. The Trustee will request the principal
London office in each of the Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate for such LIBOR
Determination Date will be the arithmetic mean of the quotations (rounded
upward to the nearest 0.015625%). If fewer than two quotations are provided as
requested, the rate for such LIBOR Determination Date will be the arithmetic
mean (rounded upward to the nearest 0.015625%) of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on such date for loans in United States dollars to leading
European banks for the applicable Index Maturity; provided, however, that if
the Trustee is unable to determine a rate in accordance with one of the
procedures described above, LIBOR shall be LIBOR as determined on the most
recent LIBOR Determination Date. For purposes of calculating LIBOR, "London
Banking Day" means any business day on which dealings in deposits in United
States dollars are transacted in the London interbank market, "Telerate Page
3750" means the display page currently so designated on the Dow Jones Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices), and "Reference Banks" means
three major banks in the London interbank market selected by the Servicer.
 
  The "Net Receivables Rate" for a Distribution Date is (i) the weighted
average of the interest rates borne by the Receivables during the second
preceding Monthly Period (because interest payments on the Receivables at such
rates will be due and payable in the Monthly Period preceding such
Distribution Date), plus (ii) the product of (x) the Monthly Payment Rate for
the Monthly Period preceding such Distribution Date, (y) the Discount Factor,
if any, for such Distribution Date and (z) twelve, less 2% per annum, unless
the Servicing Fee has been waived for such Monthly Period. The "Monthly
Payment Rate" for a Monthly Period is the percentage equivalent of a fraction,
the numerator of which is the aggregate of the Receivables balance (without
deducting therefrom the discount portion, if any) collected during such
Monthly Period and the denominator of which is the average daily aggregate
Receivables balance (without deducting therefrom the discount portion, if any)
for such Monthly Period.
 
  The Class A Certificate Rate and the Class B Certificate Rate applicable to
the then current and immediately preceding Interest Accrual Period may be
obtained by telephoning the Trustee at its Corporate Trust Office at (612)
667-4959. If the Offered Certificates are listed on the Luxembourg Stock
Exchange, the Trustee will cause the Class A Certificate Rate and the Class B
Certificate Rate applicable to an Interest Accrual Period to be provided to
the Luxembourg Stock Exchange as soon as possible after its determination but
in no event later than the first day of such Interest Accrual Period. If the
Offered Certificates are listed on the Luxembourg Stock Exchange, the Trustee
will publish or cause to be published in the Luxemburger Wort, as soon as
possible after determination, the Certificate Rates for the Interest Accrual
Period commencing on such Distribution Date, as well as the length of such
Interest Accrual Period and the aggregate amount of interest payable on the
Class A Certificates and the Class B Certificates on the following
Distribution Date, and will provide notice thereof to the Luxembourg Stock
Exchange.
 
PRINCIPAL PAYMENTS
 
  During the Revolving Period (which begins on the Series 1998-2 Issuance Date
and ends on the day before the earlier of (i) the commencement of the
Controlled Accumulation Period or (ii) the commencement of the Early
Amortization Period), no principal payments will be made to the
Certificateholders. During the Controlled Accumulation Period, principal will
be deposited in the Principal Account on each business day and such amounts
will be distributed to the Class A Certificateholders on the Class A Scheduled
Payment Date, then to the Class B Certificateholders on the Class B Scheduled
Payment Date, then to the Class C Certificateholders until the Class C
Invested Amount is paid in full, and finally to the Class D Certificateholders
until the Class D Invested Amount is paid in full. The amount of principal
deposited in the Principal Account during each Monthly Period during the
Controlled Accumulation Period will not exceed the Controlled Deposit Amount.
See "--Pay Out Events" for a discussion of events which might lead to the
commencement of the Early Amortization Period prior to the first day of the
Controlled Accumulation Period. See "--Application of Collections" for a
discussion of the method by which Principal Collections are allocated during
the Controlled Accumulation Period.
 
 
                                      54
<PAGE>
 
  Principal Collections for any Monthly Period during the Controlled
Accumulation Period allocated to the Class A, Class B and Class C
Certificateholders' Interests will first be used to cover, with respect to
such Monthly Period, required deposits into the Principal Account for the
benefit of the Class A Certificateholders. On and after the Class B Principal
Payment Commencement Date, Principal Collections for any Monthly Period
allocated to the Class A, Class B and Class C Certificateholders' Interests
will first be used to cover required deposits into the Principal Account for
the benefit of the Class B Certificateholders. On and after the Class C
Principal Commencement Date, Principal Collections for any Monthly Period
allocated to the Class A, Class B and Class C Certificateholders' Interests
will first be used to cover required deposits into the Principal Account for
the benefit of the Class C Certificateholders. The Servicer will determine the
amount of Principal Collections for any business day allocated to the Class A,
Class B and Class C Certificateholders' Interests that remain after covering
required deposits or payments of principal to the Certificateholders and any
similar amount remaining with respect to certificates of any other Series
(other than amounts allocated to Transferor Retained Classes) (collectively,
"Shared Principal Collections"). The Servicer will allocate the Shared
Principal Collections to cover any scheduled or permitted principal
distributions to certificateholders and deposits to principal funding
accounts, if any, for any Series that have not been covered out of the
Principal Collections allocable to such Series and certain other amounts
("Principal Shortfalls"). Shared Principal Collections will not be used to
cover investor charge-offs for any Series. If Principal Shortfalls exceed
Shared Principal Collections on any business day, Shared Principal Collections
will be allocated pro rata among the applicable Series based on the relative
amounts of Principal Shortfalls. To the extent that Shared Principal
Collections exceed Principal Shortfalls, the balance will, subject to certain
limitations, be paid to the holder of the Exchangeable Transferor Certificate.
 
POSTPONEMENT OF CONTROLLED ACCUMULATION PERIOD
 
  The Controlled Accumulation Period is currently expected to commence at the
close of business on         ; however, the date on which the Controlled
Accumulation Period actually commences may be delayed if the Controlled
Accumulation Period Length (determined as described below) is less than the
number of months remaining between the Period Length Determination Date
(defined below) and the Class A Scheduled Payment Date. On            , the
Servicer will determine the "Accumulation Period Length." The "Accumulation
Period Length" will be one, two, three or four months and will be calculated
as the product, rounded upwards to the nearest integer, of (a) four and (b) a
fraction, the numerator of which is the Invested Amount as of        (after
giving effect to all changes therein on such date) and the denominator of
which is the sum of such Invested Amount and the invested amounts as of
   (after giving effect to all changes therein on such date) of all other
outstanding Series whose respective revolving periods are not scheduled to end
before the last day of the          Monthly Period. Depending on whether the
Accumulation Period Length is one month, two months, three months or four
months, the "Accumulation Period Commencement Date" will be the first day of
the          Monthly Period, the          Monthly Period, the          Monthly
Period or the          Monthly Period, respectively. Notwithstanding the
foregoing, the Accumulation Period Commencement Date will be           if,
prior to such date, any other outstanding Series has entered into an early
amortization period. The effect of the foregoing calculation is to reduce the
Controlled Accumulation Period Length based on the invested amounts of other
Series that are scheduled to be in their revolving periods and thus scheduled
to create Shared Principal Collections during the Controlled Accumulation
Period.
 
INTEREST COLLECTIONS; PRINCIPAL COLLECTIONS
 
  The Servicer will allocate the aggregate amount of Collections available in
the Collection Account (or shall instruct the Trustee to so allocate from
amounts on deposit in the Collection Account if all Collections are being
deposited therein as described below under "--Application of Collections;
Allocations") on each business day to Interest Collections and Principal
Collections. "Interest Collections" are calculated as the sum of (A) all
collections of interest and other fees on the Receivables, (B) all Imputed
Yield Collections (if a Discount Factor is then in effect), (C) investment
earnings on amounts on deposit in the Trust Accounts on such business day
 
                                      55
<PAGE>
 
and (D) Recoveries on such business day. "Principal Collections" are such
Collections other than Interest Collections.
 
SUBORDINATION OF THE CLASS B CERTIFICATES
 
  The Class B Certificates will be subordinated to the extent necessary to
fund certain payments with respect to the Class A Certificates. To the extent
the Class B Invested Amount is reduced, the percentage of Interest Collections
allocated to the Class B Certificateholders will be reduced. Moreover, to the
extent the amount of such reduction in the Class B Invested Amount is not
reimbursed, the amount of principal distributable to the Class B
Certificateholders will be reduced.
 
  The Class C Certificates will be subordinated to the extent necessary to
fund certain payments with respect to the Class A Certificates and the Class B
Certificates. To the extent the Class C Invested Amount is reduced, the
percentage of Interest Collections allocated to the Class C Certificateholders
will be reduced. Moreover, to the extent the amount of such reduction in the
Class C Invested Amount is not reimbursed, the amount of principal
distributable to the Class C Certificateholders will be reduced.
 
  If, on any Determination Date, the aggregate Investor Default Amount, if
any, for each business day in the preceding Monthly Period exceeds the sum of
(a) the aggregate amount of Available Series Interest Collections applied to
the payment thereof as described in clauses (iv) and (v) of "--Application of
Collections--Payment of Fees, Interest, and Other Items," (b) the amount of
Excess Interest Collections allocated thereto as described in "--Reallocation
of Cash Flows," and (c) the amount of Reallocated Principal Collections
allocated with respect thereto as described in "--Reallocated Principal
Collections," the Class D Invested Amount will be reduced by the amount by
which such aggregate Investor Default Amount exceeds the amount applied with
respect thereto during the preceding Monthly Period. Such reductions of the
Class D Invested Amount will thereafter be reimbursed and the Class D Invested
Amount increased on each business day by the amount, if any, of Available
Series Interest Collections and Excess Interest Collections allocated and
available for that purpose. The Class D Invested Amount will initially be
$           and may be adjusted under the circumstances described under "--The
Overconcentration Amounts" below.
 
  In the event that any such reduction of the Class D Invested Amount would
cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero and the Class C Invested Amount will
be reduced by the amount by which the Class D Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such preceding Monthly Period. Such reductions of the Class C
Invested Amount will thereafter be reimbursed and the Class C Invested Amount
increased during such Monthly Period by the amount, if any, of such Available
Series Interest Collections and Excess Interest Collections for such business
day allocated and available for that purpose.
 
  In the event that any such reduction of the Class C Invested Amount would
cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero and the Class B Invested Amount will
be reduced by the amount by which the Class C Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period. Such reductions of the Class B Invested Amount
will thereafter be reimbursed and the Class B Invested Amount increased on
each business day by the amount, if any, of Available Series Interest
Collections and Excess Interest Collections for such business day allocated
and available for that purpose. If the Class B Invested Amount is reduced to
zero, the Class A Invested Amount will be reduced by the amount by which the
Class B Invested Amount would have been reduced below zero, but not more than
the remaining aggregate Investor Default Amount for such Monthly Period. Such
reductions of the Class A Invested Amount will thereafter be reimbursed and
the Class A Invested Amount increased on each business day by the amount, if
any, of Available Series Interest Collections and Excess Interest Collections
allocated and available for that purpose. See "--Reallocation of Cash Flows,"
"--Reallocated Principal Collections" and "--Investor Charge-Offs."
 
 
                                      56
<PAGE>
 
TRANSFER AND ASSIGNMENT OF RECEIVABLES AND COLLATERAL SECURITY
 
  Pursuant to the Purchase Agreement, Green Tree has contributed and sold to
the Transferor all of its right, title and interest in and to the outstanding
Receivables and the related Collateral Security, all the Receivables and the
related Collateral Security arising in the Accounts from time to time
thereafter, and the proceeds of all of the foregoing. Pursuant to the Pooling
and Servicing Agreement, the Transferor has transferred and assigned to the
Trust all of its right, title and interest in and to the outstanding
Receivables and the related Collateral Security and all the Receivables and
the related Collateral Security arising in the Accounts from time to time
thereafter. On the Series 1998-2 Issuance Date, the Trustee will authenticate
the Certificates and deliver the Certificates to the Transferor which will in
turn deliver the Offered Certificates to the Underwriter against payment of
the net proceeds of the sale of the Offered Certificates.
 
  Green Tree, for itself and as Servicer, will identify in its computer files
that the Receivables have been assigned to the Trust. Green Tree, as Servicer,
will retain and will not deliver to the Trustee any other records or
agreements relating to the Receivables. The records and agreements relating to
the Receivables will not be segregated from those relating to other accounts
and receivables of Green Tree and the physical documentation relating to the
Receivables will not be stamped or marked to reflect the transfer of the
Receivables to the Trust. The Trustee will have reasonable access to such
records and agreements as required by applicable law or to enforce the rights
of the Certificateholders. Green Tree has filed one or more UCC-1 financing
statements in accordance with the UCC to perfect the Transferor's interest in
the Receivables and the proceeds thereof, as applicable. The Transferor has
filed one or more UCC-1 financing statements in accordance with applicable
state law to perfect the Trust's interest in the Receivables and the proceeds
thereof. The UCC-1 financing statements that perfect Green Tree's (or the
relevant subsidiary's) security interest in the Collateral Security will not
be amended to reflect such transfers. See "Risk Factors"--"Transfer of the
Receivables; Insolvency Risk Considerations" and "Certain Legal Aspects of the
Receivables."
 
EXCHANGES
 
  The Pooling and Servicing Agreement provides for the Trustee to issue two
types of certificates: (i) one or more Series of certificates, each of which
may have one or more classes, and (ii) the Exchangeable Transferor
Certificate. The Exchangeable Transferor Certificate will evidence the
Transferor Interest, will initially be held by the Transferor, and will be
transferable only as provided in the Pooling and Servicing Agreement. The
Pooling and Servicing Agreement also provides that, pursuant to any one or
more Supplements to the Pooling and Servicing Agreement, the holder of the
Exchangeable Transferor Certificate may tender such certificate, or the
Exchangeable Transferor Certificate and the certificates evidencing any Series
of certificates, to the Trustee in exchange for one or more new Series and a
reissued Exchangeable Transferor Certificate. Under the Pooling and Servicing
Agreement, the holder of the Exchangeable Transferor Certificate may define,
with respect to any newly issued Series, certain terms including: (i) its name
or designation; (ii) its initial invested amount (or method for calculating
such amount); (iii) its certificate rate (or the method of allocating interest
payments or other cash flows to such Series); (iv) the closing date; (v) the
rating agency or agencies, if any, rating the Series; (vi) the interest
payment date or dates and the date or dates from which interest shall accrue;
(vii) the name of the clearing agency, if any; (viii) the method for
allocating collections to certificateholders of such Series with respect to
Principal Collections, Interest Collections, and Defaulted Receivables and the
method by which the principal amount of such Series will amortize or accrue;
(ix) the names of any accounts to be used by such Series and the terms
governing the operation of any such accounts; (x) the percentage used to
calculate monthly servicing fees; (xi) the Minimum Transferor Interest; (xii)
the credit enhancement provider, if applicable, and the terms of any credit
enhancement with respect to such Series; (xiii) the base rate applicable to
such Series; (xiv) the terms on which the certificates of such Series may be
repurchased or remarketed to other investors; (xv) the termination date of
such Series; (xvi) any deposit into any account provided for such Series;
(xvii) the number of classes of such Series and, if more than one class, the
rights and priorities of each such class; (xviii) the fees, if any, to be
included in funds available to certificateholders in such Series; (xix) the
subordination, if any, of such new Series with respect to any other Series;
(xx) the rights, if any, of the holder of the Exchangeable Transferor
Certificate that have been transferred to the holders of such Series; (xxi)
the pool factor (consisting of
 
                                      57
<PAGE>
 
a seven-digit decimal expressing the ratio of the invested amount to the
initial invested amount); (xxii) whether such Series will be part of a group
or subject to being paired with any other prefunded Series; (xxiii) whether
such Series will be prefunded; and (xxiv) any other relevant terms, including
whether or not such Series will be pledged as collateral for an issuance of
any other securities, including commercial paper (all such terms, the
"Principal Terms" of such Series). None of the Transferor, the Servicer, the
Trustee, or the Trust is required or intends to obtain the consent of any
Certificateholder to issue any additional Series or in connection with the
determination of the Principal Terms thereof. However, as a condition of an
Exchange, the holder of the Exchangeable Transferor Certificate will deliver
to the Trustee written confirmation that the Exchange will not result in any
Rating Agency reducing or withdrawing its rating of any outstanding Series,
including the Offered Certificates. The Transferor may offer any Series to the
public or other investors in transactions either registered under the
Securities Act or exempt from registration thereunder, directly, through one
or more underwriters or placement agents, in fixed-price offerings, in
negotiated transactions, or otherwise. Any such Series may be issued in fully
registered or book-entry form in minimum denominations determined by the
Transferor. The Certificates represent the Series initially issued by the
Trust. The Transferor currently intends to offer, from time to time,
additional Series.
 
  The Pooling and Servicing Agreement provides that the holder of the
Exchangeable Transferor Certificate may perform Exchanges and define the
Principal Terms of each Series, including the period during which amortization
of the principal amount thereof is intended to occur, which period may have a
different length and begin on a different date than such period for any other
Series. Accordingly, one or more Series may be in their amortization periods
while other Series are not. Moreover, any Series may have the benefit of a
credit enhancement that is available only to such Series. Under the Pooling
and Servicing Agreement, the Trustee will hold any such form of credit
enhancement only on behalf of the Series with respect to which it relates.
Likewise, with respect to each such form of credit enhancement, the holder of
the Exchangeable Transferor Certificate may deliver a different form of credit
enhancement agreement. The Pooling and Servicing Agreement also provides that
the holder of the Exchangeable Transferor Certificate may specify different
coupon rates and monthly servicing fees with respect to each Series (or a
particular class within such Series). Collections allocated to Interest
Receivables not used to pay interest on the certificates, the monthly
servicing fee, the investor default amount, or investor charge-offs with
respect to any Series will be allocated as provided in such credit enhancement
agreement, if applicable. The holder of the Exchangeable Transferor
Certificate also has the option under the Pooling and Servicing Agreement to
vary between Series the terms upon which a Series (or a particular class
within such Series) may be repurchased by the Transferor or remarketed to
other investors. Additionally, certain Series may be subordinated to other
Series, and classes within a Series may have different priorities. The Series
1998-1 Supplement does not permit the subordination of the Certificates to any
other Series that may be issued by the Trust (except to the limited extent
described herein with respect to Shared Principal Collections and Excess
Interest Collections). There is no limit to the number of Exchanges that may
be performed under the Pooling and Servicing Agreement. The Trust will
terminate only as provided in the Pooling and Servicing Agreement.
 
  An Exchange may occur only upon the satisfaction of certain conditions
provided in the Pooling and Servicing Agreement. The holder of the
Exchangeable Transferor Certificate may perform an Exchange by notifying the
Trustee at least five business days in advance of the date upon which the
Exchange is to occur. The notice will state the designation of any Series to
be issued on the date of the Exchange and, with respect to each such Series:
(i) its initial principal amount (or method for calculating such amount), (ii)
its certificate rate (or the method of allocating interest payments or other
cash flows to such Series), and (iii) the provider of the credit enhancement,
if any, which is expected to provide credit support with respect to it. The
Pooling and Servicing Agreement provides that on the date of the Exchange the
Trustee will authenticate any such Series only upon delivery to the Trustee of
the following: (i) a Supplement to the Pooling and Servicing Agreement
specifying the Principal Terms of such Series, (ii) an opinion of counsel to
the effect that the certificates of such Series will be characterized as
indebtedness or as partnership interests under existing law for federal and
applicable state income tax purposes and that the issuance of such Series will
not materially adversely affect the federal income tax characterization of any
outstanding Series, including Series 1998-2, or result in the trust being
subject to tax at the entity level for federal or applicable state tax
purposes, (iii) if required by such Supplement, the form of
 
                                      58
<PAGE>
 
credit enhancement and an appropriate credit enhancement agreement with
respect thereto executed by the Transferor and the issuer of the credit
enhancement, (iv) written confirmation from each Rating Agency that the
Exchange will not result in such Rating Agency's reducing or withdrawing its
rating on any then-outstanding Series rated by it, including Series 1998-2,
(v) the existing Exchangeable Transferor Certificate and, if applicable, the
certificates representing the Series to be exchanged, and (vi) an officer's
certificate of the Transferor stating that, after giving effect to such
Exchange, (a) the Transferor Interest would be at least equal to the Minimum
Transferor Interest, and (b) taking into account the certificates of the newly
issued Series, more than 20% (by Invested Amount and by value) of the
outstanding certificates issued by the Trust with respect to which no opinion
of counsel was issued that the applicable class would be treated as debt for
federal income tax purposes (including the Exchangeable Transferor Certificate
and each Transferor Retained Class) shall, by their terms, be prohibited from
being transferred.
 
  Under the Pooling and Servicing Agreement, the Transferor may also exchange
the Exchangeable Transferor Certificate for a newly issued Exchangeable
Transferor Certificate and a second certificate (a "Supplemental Certificate")
the terms of which will be defined in a supplement upon the satisfaction of
certain conditions provided in the Pooling and Servicing Agreement.
 
REPRESENTATIONS AND WARRANTIES
 
  The Transferor has made and will make representations and warranties to the
Trust relating to the Accounts, the Receivables and the Collateral Security to
the effect, among other things, that (a) as of the Cut-off Date, the Closing
Date and the date of issuance of any other Series (a "Series Issuance Date")
(or, in the case of an Additional Account, as of the date of its designation
for inclusion in the Trust and the date the related Receivables are
transferred to the Trust (an "Addition Date")), each Account or Additional
Account was or is an Eligible Account or, if it was or is an Ineligible
Account on such date, such Account is being removed from the Trust in
accordance with the requirements of the Pooling and Servicing Agreement, (b)
as of the Cut-off Date (or as of the Additional Cut-off Date, in the case of
any Additional Accounts) or as of the date any Receivable is generated (a
"Transfer Date"), each Receivable is an Eligible Receivable, (c) each
Receivable and all Collateral Security conveyed to the Trust on the Closing
Date and on each Transfer Date or, in the case of Additional Accounts, on the
Addition Date, and all of the Transferor's right, title and interest in the
Purchase Agreement, have been conveyed to the Trust free and clear of any
liens, and (d) all appropriate consents and governmental authorizations
required to be obtained by the Transferor in connection with the conveyance of
each such Receivable have been duly obtained. If the Transferor breaches any
representation and warranty described in this paragraph, such breach remains
uncured for 30 days (or such longer period as may be agreed to by the Trustee)
after the earlier to occur of the discovery of such breach by the Transferor
or the Servicer or receipt of written notice of such breach by the Transferor
or the Servicer, and such breach has a materially adverse effect on the
Certificateholders' Interest or the interests of the holders of other
outstanding Series in any Receivable or Account, the Certificateholders'
Interest and such other certificateholders' interests in such Receivable or,
in the case of a breach relating to an Account, all Receivables in the related
Account ("Ineligible Receivables") will be reassigned to the Transferor on the
terms and conditions set forth below and such Account shall no longer be
included as an Account.
 
  Each Ineligible Receivable will be reassigned to the Transferor on or before
the end of the Monthly Period in which such reassignment obligation arises by
the Transferor directing the Servicer to deduct the balance of such Receivable
(discounted by the Discount Factor, if any, for the Monthly Period preceding
such Determination Date) from the Pool Balance. In the event that such
deduction would cause the Transferor Interest to be less than the Minimum
Transferor Interest on the preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be made on such
Distribution Date), on the date on which such reassignment is to occur the
Transferor will be obligated to make a deposit into the Collection Account in
immediately available funds in an amount equal to the amount by which the
Transferor Interest would be less than the Minimum Transferor Interest (the
amount of any such deposit being referred to herein as a "Transfer Deposit
Amount"), provided that if the Transfer Deposit Amount is not so deposited,
the principal balance of
 
                                      59
<PAGE>
 
the related Receivables will be deducted from the Pool Balance only to the
extent the Transferor Interest is not reduced below the Minimum Transferor
Interest and any principal balance not so deducted will not be reassigned and
will remain part of the Trust. The reassignment of any such Receivable to the
Transferor and the payment of any related Transfer Deposit Amount will be the
sole remedy respecting any breach of the representations and warranties
described in the preceding paragraph with respect to such Receivable available
to Certificateholders or the Trustee on behalf of Certificateholders.
 
  The Transferor will make in the Pooling and Servicing Agreement
representations and warranties to the Trust to the effect, among other things,
that as of the closing date of each Series (a) the Transferor is duly
organized, validly existing, and in good standing under the laws of the State
of Delaware and has the corporate power and authority to execute, deliver and
perform its obligations under the Pooling and Servicing Agreement, the related
Series Supplement, and the Purchase Agreement, (b) the Transferor is duly
qualified to do business and in good standing (or is exempt from such
requirement) in any state required in order to conduct its business and has
obtained all necessary licenses and approvals required under federal,
Minnesota and Delaware law, (c) the execution and delivery of the Pooling and
Servicing Agreement, the related Series Supplement, and the Purchase
Agreement, and the consummation of the transactions provided for therein, have
been duly authorized by the Transferor by all necessary corporate action on
its part, (d) the Pooling and Servicing Agreement constitutes a legal, valid
and binding obligation of the Transferor and (e) the transfer of Receivables
and the Collateral Security by it to the Trust under the Pooling and Servicing
Agreement constitutes either a valid transfer and assignment to the Trust of
all right, title and interest of the Transferor in and to the Receivables and
the Collateral Security (other than Receivables in Additional Accounts),
whether then existing or thereafter created and the proceeds thereof
(including amounts in any of the accounts established for the benefit of
Certificateholders) or the grant of a first priority perfected security
interest in such Receivables (except for certain liens permitted pursuant to
the Pooling and Servicing Agreement) and the proceeds thereof (including
amounts in any of the accounts established for the benefit of
Certificateholders), which is effective as to each such Receivable upon the
creation thereof. In the event of a breach of any of the representations and
warranties described in this paragraph, either the Trustee or the Holders of
Certificates evidencing undivided interests in the Trust aggregating more than
50% of the aggregate investor interest of the related Series outstanding may
direct the Transferor to accept reassignment of an amount of Principal
Receivables equal to the invested amount to be reassigned (as described below)
within 60 days of such notice, or within such longer period specified in such
notice. The Transferor will thereupon be obligated to accept reassignment of
such Receivables on a Distribution Date occurring within such applicable
period. Such reassignment will not be required to be made, however, if at any
time during such applicable period, or such longer period, the representations
and warranties shall then be true and correct in all material respects. The
amount to be deposited by the Transferor for distribution to
certificateholders in connection with such reassignment will be equal to the
invested amount for all Series of certificates required to be reassigned on
the last day of the Monthly Period preceding the Distribution Date on which
the reassignment is scheduled to be made, less the amount, if any, previously
allocated for payment of principal to such certificateholders on such
Distribution Date, plus an amount equal to all interest accrued but unpaid on
such certificates at the applicable certificate rate through the last day of
the related Interest Accrual Period, less the amount transferred to the
Distribution Account from the Interest Funding Account in respect of interest
on such certificates for the month ending on such last day of the Monthly
Period. The payment of the reassignment deposit amount and the transfer of all
other amounts deposited for the preceding month in the Distribution Account
will be considered a payment in full of the investor interest for all Series
of certificates required to be repurchased and will be distributed upon
presentation and surrender of the certificates for each such Series. If the
Trustee or certificateholders give a notice as provided above, the obligation
of the Transferor to make any such deposit will constitute the sole remedy
available to the Trustee and the certificateholders with respect to any breach
of the Transferor's representations and warranties.
 
  An "Eligible Account" is defined to mean, as of the relevant Cut-off Date
(or, with respect to Additional Accounts, as of their date of designation for
inclusion in the Trust), an arrangement to provide a revolving extension of
credit by Green Tree or one of its subsidiaries to a Dealer (i) in order to
finance the purchase by a Dealer of consumer and commercial product inventory
or (ii) as a line of credit secured by unencumbered assets
 
                                      60
<PAGE>
 
of such Dealer, which extension of credit, as of the date of determination
thereof, (a) is in existence and maintained with Green Tree or such
subsidiary, (b) is payable in United States dollars, (c) is with a Dealer
whose most recent billing address is in the United States or its territories
or possessions, (d) has been originated by Green Tree or such subsidiary in
the ordinary course of business or acquired by Green Tree through the
acquisition of an Eligible Account from another lender upon satisfying Green
Tree's customary underwriting standards, (e) in respect of which no amounts
have been charged off by Green Tree or such subsidiary as uncollectible in its
customary and usual manner as of the Cut-off Date (or, with respect to
Additional Accounts, as of their date of designation for inclusion in the
Trust), and (f) is with a Dealer that is not involved in insolvency
proceedings. The definition of Eligible Account may be changed by amendment to
the Pooling and Servicing Agreement without the consent of the
Certificateholders if (i) the Transferor delivers to the Trustee a certificate
of an authorized officer to the effect that, in the reasonable belief of the
Transferor, such amendment will not as of the date of such amendment adversely
affect in any material respect the interest of the Certificateholders, and
(ii) such amendment will not result in a withdrawal or reduction of the rating
of any outstanding Series under the Trust.
 
  An "Eligible Receivable" is defined to mean each Receivable (a) that was
originated or acquired by Green Tree or one of its subsidiaries in the
ordinary course of business or acquired by Green Tree through the acquisition
of an Eligible Account from another lender upon satisfying Green Tree's
customary underwriting standards, (b) that has arisen under an Eligible
Account, (c) that was created in compliance with all requirements of law
applicable thereto and pursuant to a floorplan or asset-based financing
agreement that complies with all requirements of law applicable thereto, (d)
with respect to which all consents, licenses or authorizations of, or
registrations with, any governmental authority required to be obtained or
given by Green Tree or such subsidiary or the Transferor in connection with
the creation of such Receivable or the transfer thereof to the Trust or the
execution, delivery, creation and performance by Green Tree or such subsidiary
of the related floorplan or asset-based financing agreement have been duly
obtained or given and are in full force and effect as of the date of the
creation of such Receivable, (e) as to which, at the time of its creation, the
Transferor had good and marketable title free and clear of all liens and
security interests (other than certain liens permitted pursuant to the Pooling
and Servicing Agreement), and at all times following the transfer of such
Receivables to the Trust, the Trust will have good and marketable title free
and clear of all liens and security interests (other than certain liens
permitted pursuant to the Pooling and Servicing Agreement) or the grant of a
first priority security interest therein, (f) that is the legal, valid,
binding and assignable payment obligation of the related Dealer, legally
enforceable against such Dealer, in accordance with its terms (with certain
bankruptcy related exceptions), (g) that constitutes "chattel paper," an
"account" or a "general intangible" under Article 9 of the Uniform Commercial
Code as then in effect in the State of Minnesota, (h) if such Receivable has
the benefit of a Floorplan Agreement with a Manufacturer, such Floorplan
Agreement provides, subject to the specific terms thereof and any limitations
therein (which may vary among Floorplan Agreements), that the Manufacturer is
obligated to repurchase the products securing the Receivables upon the
Servicer's repossession thereof upon the related Dealer's default, (i) which
has been the subject of a valid transfer and assignment from the Transferor to
the Trust of all the Transferor's interest therein and in the related
Collateral Security (including any proceeds thereof), (j) which at the time of
transfer to the Trust is not subject to any right of rescission, setoff, or
any other defense (including defenses arising out of violations of usury laws)
of the Dealer, (k) as to which, at the time of transfer of such Receivable to
the Trust, Green Tree (or such subsidiary) and the Transferor have satisfied
all their respective obligations with respect to such Receivable required to
be satisfied at such time, (l) as to which, at the time of transfer of such
Receivable to the Trust, neither Green Tree or such subsidiary nor the
Transferor has taken or failed to take any action which would impair the
rights of the Trust or the certificateholders therein and (m) which represents
the obligation of a Dealer to repay an advance made to or on behalf of such
Dealer to finance products or the accounts receivable arising from the sale of
such products. In addition, participation interests described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participations in Floorplan Receivables" and Receivables described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participation Arrangements" will be Receivables.
 
 
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<PAGE>
 
  It will not be required or anticipated that the Trustee will make any
initial or periodic general examination of the Receivables or any records
relating to the Receivables for the purpose of establishing the presence or
absence of defects, compliance with the Transferor's representations and
warranties or for any other purpose. The Servicer, however, will deliver to
the Trustee on or before March 31 of each year, an opinion of counsel with
respect to the validity of the security interest of the Trust in and to the
Receivables and certain other components of the Trust Portfolio.
 
ADDITION OF ACCOUNTS
 
  Subject to the conditions described below, the Transferor will have the
right to designate, from time to time, Additional Accounts to be included as
Accounts with respect to the Trust. In addition, the Transferor will be
required to designate Additional Accounts if (i) the Transferor Interest on
the last day of any Monthly Period is less than the Minimum Transferor
Interest or (ii) the Pool Balance is less than the Minimum Aggregate Principal
Receivables (less any amounts in the Excess Funding Account). The Transferor
will convey to the Trust its interest in all Receivables in such Additional
Accounts, whether such Receivables are then existing or thereafter created.
 
  Each Additional Account must be an Eligible Account at the time of its
designation. However, Additional Accounts may not be of the same credit
quality as the initial Accounts, and may have been originated by Green Tree
using credit criteria different from those which were applied by Green Tree to
the initial Accounts.
 
  A conveyance by the Transferor to the Trust of Receivables in Additional
Accounts is subject to the following conditions, among others: (i) each such
Additional Account must be an Eligible Account; (ii) the Transferor shall
represent and warrant that the addition of such Additional Accounts shall not,
in the reasonable belief of the Transferor, cause a Pay Out Event to occur;
(iii) the Transferor shall not select such Additional Accounts in a manner
that it believes is adverse to the interests of the certificateholders or any
Enhancement Provider; (iv) the Transferor shall deliver a Tax Opinion, other
than in the case of a required addition, and certain other opinions of counsel
with respect to the addition of such Additional Accounts to the Trustee, each
Rating Agency and any credit enhancement provider and (v) if the Automatic
Addition Condition (as described below) is not satisfied, the applicable
Rating Agencies shall have provided written confirmation that such addition
will not result in a reduction or withdrawal of the rating of the Certificates
or any other rated outstanding Series or class of certificates. If the
Automatic Addition Condition is satisfied and the Account being added will
contain Receivables secured by a security interest in a type of product not
previously financed by Green Tree, then such addition is subject to each
Rating Agency confirming that the addition of such Account would not result in
the reduction or the withdrawal of the rating of the Certificates.
 
  The "Automatic Addition Condition" means, with respect to the addition of
Accounts that (i) during the calendar quarter in which such addition occurs,
the number of new Accounts for Dealers that are financing products of the type
already being financed by Green Tree does not exceed 5% of the number of all
Accounts at the end of the preceding calendar quarter, (ii) during the twelve
months ending at the beginning of such calendar quarter, the number of such
new Accounts does not exceed 20% of the number of all Accounts at the
beginning of such twelve month period, (iii) the average for the three months
preceding the month of such addition of the aggregate balance of Receivables
that have been delinquent for more than 30 days does not exceed 1.25% of the
Pool Balance at the end of the month preceding the month of such addition, and
(iv) the annualized average for such three month period of the net losses
incurred in respect of the Receivables does not exceed 1.75% of the Pool
Balance at the end of the month preceding the month of such addition.
 
  In addition to the periodic reports otherwise required to be filed by the
Servicer with the Commission pursuant to the Exchange Act, the Servicer
intends to file, on behalf of the Trust, a Report on Form 8-K with respect to
any addition to the Trust of Receivables in Additional Accounts that would
have a material effect on the composition of the assets of the Trust.
 
 
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<PAGE>
 
REMOVAL OF ACCOUNTS
 
  The Transferor shall have the right at any time to require the removal from
the Trust of Eligible Accounts, including all amounts then held by the Trust
or thereafter received by the Trust in respect of the Eligible Accounts to be
removed. To remove any Eligible Account and such amounts, the Transferor (or
the Servicer on its behalf) shall, among other things, (a) on or before the
fifth business day prior to the Determination Date on which such removal will
occur (the "Removal Date"), furnish to the Trustee, any credit enhancement
provider and each Rating Agency a written notice (the "Removal Notice")
specifying the Removal Date; (b) on or before the fifth business day after the
Removal Date, the Transferor shall have furnished to the Trustee a computer
file, microfiche list or other list of the Accounts (the "Removed Accounts")
that were removed on the Removal Date, specifying for each Removed Account as
of the date of the Removal Notice its number, the aggregate amount outstanding
in such Removed Account and the aggregate amount of Principal Receivables
therein; (c) represent and warrant that the removal of any such Eligible
Account on the Removal Date will not, in the reasonable belief of the
Transferor, cause a Pay Out Event to occur or cause the Transferor Interest to
be less than the Minimum Transferor Interest amount as of such date; (d)
represent and warrant that no selection procedures believed by the Transferor
to be adverse to the interest of the certificateholders were utilized in
selecting the Removed Accounts; (e) obtain a statement from each Rating Agency
that such removal will not result in a reduction or withdrawal of the rating
of the Class A or Class B Certificates or any other outstanding Series or
class of certificates; and (f) on or before the related Removal Date, deliver
to the Trustee and any credit enhancement provider an Officer's certificate
confirming the items set forth in clauses (c), (d) and (e) above and a Tax
Opinion with respect to such removal.
 
  All Receivables existing in the Removed Accounts will be reassigned to the
Transferor as of the Removal Date. On any date on which an Account becomes an
Ineligible Account (which date will be deemed the Removal Date for such
Account), the Transferor will commence the removal of such Account from the
Trust. However, all Receivables existing in any such Account (other than an
Account that was an Ineligible Account at the time it was originally
designated as an Account) as of the Removal Date will continue to be a Trust
asset.
 
  Accounts that are terminated by their Dealers after they have paid the
related Receivables in full will be deemed to be removed from the Trust
without having to follow the procedures described above.
 
TRUST ACCOUNTS
 
  The Trustee will establish and maintain with a Qualified Institution in the
name of the Trust, for the benefit of the Certificateholders, two separate
accounts, each in a segregated trust account (which need not be a deposit
account), consisting of an "Interest Funding Account" and a "Principal
Account." The Trustee will also establish a "Distribution Account" for the
benefit of the certificateholders of each Series which will be a non-interest
bearing segregated demand deposit account established with a Qualified
Institution. The Servicer will establish and maintain, in the name of the
Trust, for the benefit of certificateholders of all Series, a "Collection
Account," which will be a segregated account established by and maintained by
the Servicer with a Qualified Institution. A "Qualified Institution" is a
depository institution or trust company, which may include the Trustee,
organized under the laws of the United States or any one of the states
thereof, which at all times has a certificate of deposit rating of P-1 by
Moody's, of A-1+ by Standard & Poor's and of F-1+ by Fitch if rated by Fitch
or long-term unsecured debt obligation (other than such obligation the rating
of which is based on collateral or on the credit of a person other than such
institution or trust company) rating of Aaa by Moody's, of AAA by Standard &
Poor's and of AAA by Fitch if rated by Fitch and deposit insurance provided by
the FDIC, or a depository institution, which may include the Trustee, which is
acceptable to the Rating Agencies; provided, however, that no such rating
shall be required of an institution which shall have corporate trust powers
and which maintains the Collection Account, any principal account, any
interest funding account or any other account maintained for the benefit of
Certificateholders as a fully segregated trust account with the trust
department of such institution which is rated at least Baa3 by Moody's. Funds
in the Principal Account and the Interest Funding Account will be invested, at
the direction of the Transferor, in (i) obligations fully guaranteed by the
United States of America, (ii) time deposits, promissory notes, or
certificates of deposit of depository institutions
 
                                      63
<PAGE>
 
or trust companies, the certificates of deposit of which are rated P-1 by
Moody's, A-1+ by Standard & Poor's and F-1+ by Fitch if rated by Fitch, (iii)
commercial paper having, at the time of the Trust' investment, a rating of P-1
by Moody's, of A-1+ by Standard & Poor's and F-1+ by Fitch if rated by Fitch,
(iv) bankers' acceptances issued by any depository institution or trust
company described in clause (ii) above, (v) money market funds which have the
highest rating from, or have otherwise been approved in writing by, Moody's,
Standard & Poor's and Fitch, (vi) certain open end diversified investment
companies, (vii) Eurodollar time deposits that have been rated P-1 by Moody's,
A-1+ by Standard & Poor's and F-1+ by Fitch if rated by Fitch, and (viii) any
other investment that each Rating Agency confirms in writing will not
adversely affect its then current rating of any outstanding Certificates (such
investments, "Cash Equivalents"). Any earnings (net of losses and investment
expenses) on funds in the Interest Funding Account and the Principal Account
will be deposited in the Collection Account as part of Available Series
Interest Collections. The Servicer has the revocable power to withdraw funds
from the Collection Account, and to instruct the Trustee to make withdrawals
and payments from the Interest Funding Account and the Principal Account, for
the purpose of carrying out the Servicer' duties under the Pooling and
Servicing Agreement. The agent making payments to the Certificateholders (the
"Paying Agent") has the revocable power to withdraw funds from the
Distribution Account for the purpose of making distributions to
Certificateholders. The Paying Agent initially will be the Trustee.
 
EXCESS FUNDING ACCOUNT
 
  The Trustee will establish and maintain in the name of the Trust, for the
benefit of the certificateholders of all Series, an "Excess Funding Account"
which will be a segregated account established by and maintained by the
Servicer with a Qualified Institution. At any time during which the Transferor
Interest does not exceed the Minimum Transferor Interest, funds (to the extent
available therefor as described herein) otherwise payable to the Transferor
will be deposited in the Excess Funding Account on any business day until the
Transferor Interest is at least equal to the Minimum Transferor Interest.
Funds on deposit in the Excess Funding Account will be withdrawn and paid to
the Transferor to the extent that on any day the Transferor Interest exceeds
the Minimum Transferor Interest as a result of the addition of new Receivables
to the Trust. Such deposits in and withdrawals from the Excess Funding Account
may be made on a daily basis. No funds will be deposited in the Excess Funding
Account, however, if any Series is in an amortization or accumulation period
(including any early amortization period), unless the principal account for
such Series has been fully funded for such Monthly Period.
 
  Any funds on deposit in the Excess Funding Account at the beginning of the
Controlled Accumulation Period will be deposited in the Principal Account as
part of Class A Principal, Class B Principal, or Class C Principal, as
applicable, for any Distribution Date. In the event that more than one Series
begins its amortization or accumulation period at the same time, amounts on
deposit in the Excess Funding Account (other than any amounts in the Class D
Subaccount) will be paid out to each such Series pro rata based on the
aggregate invested amount of each such Series. A Pay Out Event will occur if
the sum of all Cash Equivalents and other amounts on deposit in the Excess
Funding Account as a percentage of the sum of the aggregate amount of
Principal Receivables (without deducting therefrom any discount portion) plus
the amount on deposit in the Excess Funding Account shall equal or exceed 50%
on the last day of six consecutive Monthly Periods.
 
  Funds on deposit in the Excess Funding Account will be invested by the
Trustee at the direction of the Transferor in Cash Equivalents. On each
Distribution Date, all net investment income earned on amounts in the Excess
Funding Account since the preceding Distribution Date will be withdrawn from
the Excess Funding Account and treated as Interest Collections. Amounts, if
any, in the Excess Funding Account may be expected to earn interest at a rate
that is less than the Base Rate. The difference between the amount of interest
actually earned on investments in the Excess Funding Account on any day and
the amount of interest that would have been earned on such investments at the
Base Rate is the "Negative Carry Amount" for such day. See "--Coverage of
Certain Interest Shortfalls" below.
 
 
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<PAGE>
 
PRE-FUNDING ACCOUNT
 
  The Servicer will establish and maintain in the name of the Trustee, on
behalf of the Trust, the Pre-Funding Account. The Pre-Funding Account will be
established and maintained with the trust department of the Trustee. Funds on
deposit in the Pre-Funding Account will be withdrawn and paid to the
Transferor to the extent of any increases in the Invested Amount during the
Funding Period as a result of (a) an increase in the amount of Receivables in
the Trust, or (b) payments of principal on the Series 1995-1 Certificates, in
accordance with the Series 1998-2 Supplement. Following the occurrence of a
Pay Out Event during the Funding Period, the amounts remaining on deposit in
the Pre-Funding Account will be payable as principal first to the Class A
Certificateholders until the Class A Invested Amount is paid in full, then to
the Class B Certificateholders until the Class B Invested Amount is paid in
full, then to the Class C Certificateholders until the Class C Invested Amount
is paid in full, and then to the Class D Certificateholders until the Class D
Invested Amount is paid in full. Should the Pre-Funded Amount be greater than
zero at the end of the     1998 Monthly Period, such amount will be deposited
in the Excess Funding Account. The percentage of the assets of the Trust
represented by amounts on deposit in the Pre-Funding Account and the
percentage of the assets of the Trust represented by amounts on deposit in the
Pre-Funding Account allocated to Series 1998-2 will not exceed 25%. The
underwriting standards for receivables transferred to the Trust during the
period in which the Pre-Funding Account is funded will be the same as those
described in "Green Tree Financial Corporation and its Commercial Finance
Division."
 
  All amounts on deposit in the Pre-Funding Account will be invested by the
Trustee at the direction of the Servicer in Cash Equivalents that would not
require registration of the Trust as an investment company under the
Investment Company Act. On each Distribution Date with respect to the Funding
Period, all investment income earned on amounts in the Pre-Funding Account
since the preceding Distribution Date will be withdrawn from the Pre-Funding
Account and deposited into the Collection Account for application as Available
Series Interest Collections for distribution to the Certificateholders.
 
ALLOCATION PERCENTAGES
 
  Pursuant to the Pooling and Servicing Agreement, during each Monthly Period,
the Servicer will allocate among the Class A Certificateholders' Interest, the
Class B Certificateholders' Interest, the Class C Certificateholders'
Interest, the Class D Certificateholders' Interest, the Transferor Interest,
and the holders of any other Series issued and outstanding from time to time
pursuant to the Pooling and Servicing Agreement and applicable Supplements all
Interest Collections and all Principal Collections and the amount of all
Defaulted Receivables. Interest Collections and the amount of Defaulted
Receivables will be allocated at all times, and Principal Collections will be
allocated during the Revolving Period, to the Class A Certificateholders'
Interest, the Class B Certificateholders' Interest, the Class C
Certificateholders' Interest and the Class D Certificateholders' Interest,
based on the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount, or the Class D Invested Amount, respectively, at the end of the
preceding business day and the denominator of which is the greater of (a) the
Pool Balance (plus amounts, if any, on deposit in the Excess Funding Account)
as of the end of the preceding business day and (b) the sum of the numerator
for all classes of all Series then outstanding used to calculate the
applicable allocation percentage (the "Class A Floating Allocation
Percentage," the "Class B Floating Allocation Percentage," the "Class C
Floating Allocation Percentage," and the "Class D Floating Allocation
Percentage," respectively; the sum of all such percentages, the "Floating
Allocation Percentage"). During the Revolving Period, all Principal
Collections allocable to the Certificates will be allocated and paid to the
Transferor (except for collections applied as Reallocated Principal
Collections and Shared Principal Collections paid to the holders of
certificates of other Series, if any, and except for any funds deposited in
the Excess Funding Account). On any business day on or after the Controlled
Accumulation Period Commencement Date or during the Early Amortization Period,
Principal Collections will be allocated to the Certificateholders' Interest
based on the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount or the Class D Invested Amount, respectively, at the end of the last
day of the Revolving Period and the denominator of which is the greater of (a)
the Pool Balance
 
                                      65
<PAGE>
 
(plus amounts, if any, on deposit in the Excess Funding Account) at the end of
the preceding business day and (b) the sum of the numerators used to calculate
the allocation percentages with respect to Principal Collections for all
Series (the "Class A Fixed/Floating Allocation Percentage," the "Class B
Fixed/Floating Allocation Percentage," the "Class C Fixed/Floating Allocation
Percentage," and the "Class D Fixed/Floating Allocation Percentage,"
respectively; the sum of all such percentages the "Fixed/Floating Allocation
Percentage"). On any business day when Principal Collections are being
allocated for payment to the Class A, Class B or Class C Certificates,
Principal Collections will be allocated to the Class A, Class B or Class C
Certificateholders' Interest based on the percentage equivalent of a fraction,
the numerator of which is the sum of the Class A Invested Amount, the Class B
Invested Amount and the Class C Invested Amount at the end of the last day of
the Revolving Period and the denominator of which is the greater of (a) the
sum of the Pool Balance and the amount on deposit in the Excess Funding
Account at the end of the preceding business day and (b) the sum of the
numerators used to calculate the allocation percentages with respect to
Principal Collections for all Series (the "ABC Fixed/Floating Allocation
Percentage"). If, however, on any business day on which such Fixed/Floating
Allocation Percentages are being calculated, the Pre-Allocated Invested Amount
is greater than zero, then each such Fixed/Floating Allocation Percentage will
be zero. As a result, if a Pay Out Event occurs with respect to the Series
1998-2 Certificates prior to the payment in full of the Series 1995-1
Certificates, Series 1998-2 Certificateholders will receive no allocations of
principal (other than funds then on deposit in the Pre-Funding Account) until
the Series 1995-1 Certificates are paid in full or funds in respect thereof
have been deposited in the Principal Account, which is expected to occur in
October 1998. See "Risk Factors--Companion Series with Series 1995-1
Certificates; Delay in Allocations of Principal."
 
  "Pool Balance" means, as of the time of determination thereof, the product
of (i) the total amount of Principal Receivables at such time multiplied by
(ii) one minus the Discount Factor, if any.
 
  "Class A Invested Amount" means an amount equal to (a) the initial principal
balance of the Class A Certificates less the Class A Percentage of the initial
deposit to the Pre-Funding Account plus the Class A Percentage of any
withdrawals from the Pre-Funding Account in connection with (i) during the
Funding Period, the addition of Receivables to the Trust or (ii) at the end of
the Funding Period for deposit into the Excess Funding Account, minus (b) the
aggregate amount of principal payments (except principal payments made from
the Pre-Funding Account) made to Class A Certificateholders prior to such
date, minus (c) the aggregate amount of Class A Investor Charge-Offs for all
prior Determination Dates, equal to the amount by which the Class A Invested
Amount has been reduced to fund the Investor Default Amount on all prior
Distribution Dates as described under "--Investor Charge-Offs," and plus (d)
the aggregate amount of Available Series Interest Collections, Excess Interest
Collections and Reallocated Principal Collections applied on all prior
Distribution Dates for the purpose of reimbursing amounts deducted pursuant to
the foregoing clause (c).
 
  "Class B Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class B Certificates less the Class B
Percentage of the initial deposit to the Pre-Funding Account plus the Class B
Percentage of any withdrawals from the Pre-Funding Account in connection with
(i) during the Funding Period, the addition of Receivables to the Trust or
(ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Determination Dates, equal to the amount
by which the Class B Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates as described under "--Investor
Charge-Offs," minus (d) the aggregate amount of Reallocated Class B Principal
Collections for which neither the Class D Invested Amount nor the Class C
Invested Amount has been reduced for all prior Distribution Dates, and plus
(e) the aggregate amount of Available Series Interest Collections, Excess
Interest Collections and Reallocated Class C Principal Collections and
Reallocated Class D Principal Collections applied on all prior Distribution
Dates for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c) and (d).
 
  "Class C Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class C Certificates less the Class C
Percentage of the initial deposit to the Pre-Funding Account plus the Class
 
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<PAGE>
 
C Percentage of any withdrawals from the Pre-Funding Account in connection
with (i) during the Funding Period, the addition of Receivables to the Trust
or (ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class C
Certificateholders prior to such date, minus (c) the aggregate amount of Class
C Investor Charge-Offs for all prior Determination Dates, equal to the amount
by which the Class C Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates as described under "--Investor
Charge-Offs," minus (d) the aggregate amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections for which the Class
D Invested Amount has not been reduced for all prior Distribution Dates, and
plus (e) the aggregate amount of Available Series Interest Collections, Excess
Interest Collections, Reallocated Class D Principal Collections and certain
other amounts as may be available applied on all prior Distribution Dates for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c) and (d).
 
  "Class D Invested Amount" means an amount equal to (a) the initial principal
balance of the Class D Certificates, plus (b) the Class D Incremental Invested
Amount (described below under "--The Overconcentration Amounts") for the
related Monthly Period, plus (c) any Additional Class D Invested Amount, minus
(d) the aggregate amount of principal payments made to Class D
Certificateholders prior to such date, minus (e) the aggregate amount of Class
D Investor Charge-Offs for all prior Determination Dates, equal to the amount
by which the Class D Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates as described under "--Investor
Charge-Offs," minus (f) the aggregate amount of Reallocated Class D Principal
Collections for all prior Distribution Dates, plus (g) the aggregate amount of
Available Series Interest Collections and Excess Interest Collections applied
on all prior Distribution Dates for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (e) and (f).
 
  "Invested Amount" means the sum of the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount and the Class D Invested Amount.
 
  "Pre-Allocated Invested Amount" means (a) on any date prior to the Payment
Date on which the Series 1995-1 Certificates are paid in full, an amount equal
to the difference between $460,000,000 and the remaining Invested Amount of
the Series 1995-1 Certificates on such date, less amounts deposited in the
Principal Account with respect to the Series 1995-1 Certificates, and (b)
thereafter, zero.
 
  "Transferor's Percentage" means (a) when used with respect to Principal
Collections during the Revolving Period and Interest Collections and the
amount of Defaulted Receivables at all times, 100% minus the sum of the
Floating Allocation Percentage and the floating allocation percentages for all
other Series and (b) when used with respect to Principal Collections during
the Controlled Accumulation Period or Early Amortization Period, 100% minus
the sum of the Fixed/Floating Allocation Percentage and the allocation
percentages used with respect to Principal Collections for all other Series.
 
  As a result of the Floating Allocation Percentage, Interest Collections and
the portion of Defaulted Receivables allocated to the Certificateholders will
change each business day based on the relationship of the Class A Invested
Amount, the Class B Invested Amount, the Class C Invested Amount, and Class D
Invested Amount to the Pool Balance and amounts on deposit in the Excess
Funding Account on the preceding business day.
 
THE OVERCONCENTRATION AMOUNTS
 
  The Class D Invested Amount will be adjusted to reflect, on each
Distribution Date, the aggregate principal amount of Receivables in the Trust
on such Distribution Date which are Asset-Based Receivable Overconcentrations,
Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line
Overconcentrations (the "Overconcentration Amount") allocable to the
Certificateholders' Interest. The Overconcentration Amount is intended to
provide additional protection to Class A, Class B and Class C
Certificateholders against the risk of a decrease in credit diversification of
the Receivables caused by such
 
                                      67
<PAGE>
 
Overconcentrations. There can be no assurance, however, that the adjustment to
the Class D Invested Amount (as described below) will provide sufficient
protection against losses on the Receivables. Moreover, if Green Tree is
unable to continue to generate new Receivables that satisfy these
diversification requirements, the resulting increase in the Class D Invested
Amount (as described below) due to the Overconcentration Amount, resulting in
a corresponding decrease in the Transferor Interest, could cause a Pay Out
Event to occur.
 
    "Asset-Based Receivable Overconcentration" on any Distribution Date means
  the excess of (a) the aggregate of all amounts of Principal Receivables in
  Accounts for Asset-Based Receivables on the last day of the Monthly Period
  immediately preceding such Distribution Date over (b) 20% of the Principal
  Receivables on the last day of such immediately preceding Monthly Period.
 
    "Dealer Overconcentration" on any Distribution Date means, with respect
  to any Account with a Dealer, the excess of (a) the aggregate amount of
  Principal Receivables in such Account on the last day of the Monthly Period
  immediately preceding such Distribution Date over (b) 2% of the Principal
  Receivables on the last day of such immediately preceding Monthly Period.
  Certain designated Dealers may be subject to a higher percentage limit with
  Rating Agency approval, but in no case higher than 3%.
 
    "Manufacturer Overconcentration" on any Distribution Date means the
  excess of (a) the aggregate of all amounts of Principal Receivables in
  Accounts created pursuant to Floorplan Agreements with a single
  Manufacturer on the last day of the Monthly Period immediately preceding
  such Distribution Date over (b) 15% of the Principal Receivables on the
  last day of such immediately preceding Monthly Period.
 
    "Product Line Overconcentration" on any Distribution Date means the
  excess of (a) the aggregate of all amounts of Principal Receivables in the
  Accounts that represent financing for a single product line (other than
  Asset-Based Receivables and Receivables that represent financing for
  manufactured housing) on the last day of the Monthly Period immediately
  preceding such Distribution Date over (b) 5% for marine products, 25% for
  recreational vehicles, and 5% for any other products in total, of the
  Principal Receivables on the last day of such immediately preceding Monthly
  Period. If Receivables are transferred to the Trust in the future and such
  Receivables are secured by products in a product line that is new to the
  Trust, the Rating Agencies may create a separate category of product line
  overconcentration with its own overconcentration limits, and such new
  product line overconcentration will become part of the Overconcentration.
 
  The Class D Invested Amount will be adjusted to reflect changes in the Class
D Incremental Invested Amount, as described under "Allocation Percentages"
above. The "Class D Incremental Invested Amount" for any Monthly Period will
equal the product of (a) a fraction, the numerator of which is the Invested
Amount (exclusive of the Class D Incremental Invested Amount) on the last day
of the immediately preceding Monthly Period, and the denominator of which is
the Pool Balance on such last day, times (b) the Overconcentration Amount for
the Distribution Date in such Monthly Period.
 
  Notwithstanding the above, in the case of each such Overconcentration, the
percentage in clause (b) for such Overconcentration may be increased or
decreased by the Transferor, without the consent of any Certificateholder, to
a level acceptable to each Rating Agency without any reduction or withdrawal
of its rating of the Class A or Class B Certificates. Any such increase in
such a percentage may involve an adjustment, upward or downward, of the Class
D Invested Amount (if upward, an "Additional Class D Invested Amount").
 
REALLOCATION OF CASH FLOWS
 
  On the first business day following the end of each Monthly Period, the
Servicer will determine the Required Amount, if any. Commencing on such first
business day, the Servicer will apply all or a portion of the Excess Interest
Collections of other Series with respect to such business day allocable to the
Series 1998-2 Certificates in an amount equal to the remaining Required
Amount. Excess Interest Collections from other Series allocable to the Series
1998-2 Certificates for any business day will be equal to the product of (x)
Excess Interest Collections available from all other Series for such business
day and (y) a fraction, the numerator of which is the Required Amount for such
business day and the denominator of which is the aggregate amount of
shortfalls in
 
                                      68
<PAGE>
 
required amounts or other amounts to be paid from available Interest
Collections for all Series for such business day.
 
REALLOCATED PRINCIPAL COLLECTIONS
 
  On the first business day following the end of each Monthly Period, the
Servicer will apply or cause the Trustee to apply an amount, not to exceed the
Class D Invested Amount, equal to the product of (a)(i) during the Revolving
Period, the Class D Floating Allocation Percentage or (ii) during the
Controlled Accumulation Period or Early Amortization Period, the Class D
Fixed/Floating Allocation Percentage and (b) the amount of Principal
Collections with respect to such business day to the following amounts in the
following priority (such collections applied in accordance with clause (a)
below are called "Reallocated Class D Principal Collections"):
 
    (a) an amount equal to the sum of (i) the remaining Class A Required
  Amount, if any, with respect to the prior Monthly Period, (ii) the
  remaining Class B Required Amount, if any, with respect to the prior
  Monthly Period and (iii) the remaining Class C Required Amount, if any,
  with respect to the prior Monthly Period will be applied first to the
  components of the Class A Required Amount, then to the components of the
  Class B Required Amount and then to the components of the Class C Required
  Amount in the same priority in which Available Series Interest Collections
  are applied to such components as described in "--Application of
  Collections--Payment of Fees, Interest and Other Items"; and
 
    (b) any such collections not applied in the foregoing manner (and
  therefore not constituting Reallocated Class D Principal Collections) (i)
  on business days with respect to the Revolving Period and the Controlled
  Accumulation Period or Early Amortization Period prior to the payment in
  full of the Class C Invested Amount will be paid to the Transferor in order
  to maintain the Class D Invested Amount, (ii) on business days during the
  Controlled Accumulation Period following payment in full of the Class C
  Invested Amount will be included in the funds available to make principal
  payments to the Class D Certificateholders until the Class D Invested
  Amount is paid in full and (iii) on business days during an Early
  Amortization Period will be deposited in the Class D Subaccount of the
  Excess Funding Account to be held until the Class C Invested Amount is paid
  in full and to be available to be applied as Reallocated Class D Principal
  Collections.
 
  On each business day, the Servicer will apply or cause the Trustee to apply
an amount, not to exceed the Class C Invested Amount, equal to the product of
(a)(i) during the Revolving Period, the Class C Floating Allocation Percentage
or (ii) during the Controlled Accumulation Period or Early Amortization
Period, the Class C Fixed/Floating Allocation Percentage and (b) the amount of
Principal Collections with respect to such business day to the following
amounts in the following priority (such collections applied in accordance with
clause (a) below are called "Reallocated Class C Principal Collections"):
 
    (a) an amount equal to the sum of (i) the remaining Class A Required
  Amount, if any, with respect to the prior Monthly Period over the amount of
  Reallocated Class D Principal Collections applied with respect thereto for
  such Monthly Period and (ii) the remaining Class B Required Amount, if any,
  with respect to the prior Monthly Period over the amount of Reallocated
  Class D Principal Collections applied with respect thereto for such Monthly
  Period, will be applied first to the remaining components of the Class A
  Required Amount and then to the remaining components of the Class B
  Required Amount in the same priority in which Available Series Interest
  Collections are applied to such components as described in "--Application
  of Collections--Payment of Fees, Interest and Other Items"; and
 
    (b) any such collections not applied in the foregoing manner (and
  therefore not constituting Reallocated Class C Principal Collections) will,
  on business days with respect to the Revolving Period, be applied as Shared
  Principal Collections and on business days with respect to the Controlled
  Accumulation Period or Early Amortization Period will be included in the
  funds available to make principal payments to the Class A
  Certificateholders until the Class A Invested Amount is paid in full and
  then to the Class B Certificateholders until the Class B Invested Amount is
  paid in full and then to the Class C Certificateholders until the Class C
  Invested Amount is paid in full.
 
 
                                      69
<PAGE>
 
  On each business day, the Servicer will apply or cause the Trustee to apply
an amount, not to exceed the Class B Invested Amount, equal to the product of
(a)(i) during the Revolving Period, the Class B Floating Allocation Percentage
or (ii) during the Controlled Accumulation Period or Early Amortization
Period, the Class B Fixed/Floating Allocation Percentage and (b) the amount of
Principal Collections with respect to such business day to the following
amounts in the following priority (such collections applied in accordance with
clause (a) below are called "Reallocated Class B Principal Collections" and
the sum of Reallocated Class D Principal Collections, Reallocated Class C
Principal Collections and Reallocated Class B Principal Collections is called
"Reallocated Principal Collections"):
 
    (a) an amount equal to the excess, if any, of the remaining Class A
  Required Amount, if any, with respect to the prior Monthly Period over the
  sum of the amount of Reallocated Class D Principal Collections and
  Reallocated Class C Principal Collections applied with respect thereto for
  the prior Monthly Period will be applied to the remaining components of the
  Class A Required Amount in the same priority in which Available Series
  Interest Collections are applied to such components as described in "--
  Application of Collections--Payment of Fees, Interest and Other Items"; and
 
    (b) any such collections not applied in the foregoing manner (and
  therefore not constituting Reallocated Class B Principal Collections) will,
  on business days with respect to the Revolving Period, be applied as Shared
  Principal Collections and on business days with respect to the Controlled
  Accumulation Period or Early Amortization Period will be included in the
  funds available to make principal payments to the Class A
  Certificateholders until the Class A Invested Amount is paid in full and
  then to the Class B Certificateholders until the Class B Invested Amount is
  paid in full.
 
  On each Determination Date, the Class D Invested Amount will be reduced by
the amount of unreimbursed Reallocated Principal Collections for the related
Monthly Period. In the event that such reduction would cause the Class D
Invested Amount to be a negative number, the Class D Invested Amount will be
reduced to zero and the Class C Invested Amount will be reduced by the amount
by which the Class D Invested Amount would have been reduced below zero. In
the event that the amount of Reallocated Principal Collections for such
Distribution Date would cause the Class C Invested Amount to be a negative
number, the Class C Invested Amount will be reduced to zero and the Class B
Invested Amount will be reduced by the amount by which the Class C Invested
Amount would have been reduced below zero. In the event that the amount of
Reallocated Principal Collections for such Distribution Date would cause the
Class B Invested Amount to be a negative number on any Distribution Date, the
amount of Class B Reallocated Principal Collections on such Distribution Date
will be an amount not to exceed the amount which would cause the Class B
Invested Amount to be reduced to zero.
 
APPLICATION OF COLLECTIONS
 
  Allocations. Payments on the Receivables will be made to the Servicer, who
will deposit all such payments (other than collections allocable to the
Exchangeable Transferor Certificate, subject to certain exceptions specified
herein), in the Collection Account no later than the second business day
following the date of processing. On the day on which any deposit to the
Collection Account is available, the Servicer will make the deposits and
payments to the accounts and parties as indicated below; provided, however,
that for as long as Green Tree or any affiliate of Green Tree remains the
Servicer under the Pooling and Servicing Agreement, then the Servicer may make
such deposits and payments on the business day immediately prior to the
Distribution Date (the "Transfer Date") in an aggregate amount equal to the
net amount of such deposits and payments which would have been made had the
conditions of this proviso not applied if (a)(i) the Servicer provides to the
Trustee a letter of credit or other form of credit enhancement rated in the
highest rating category by the Rating Agency covering the risk of collection
of the Servicer and (ii) the Transferor shall not have received a notice from
the Rating Agency that making payments monthly rather than daily would result
in the lowering of such Rating Agency's then-existing rating of any Series of
certificates then outstanding or (b) the Servicer has and maintains a short-
term credit rating of P-1 by Moody's, A-1 by Standard & Poor's and F-1 by
Fitch. During the Revolving Period, upon the retail sale of a product securing
a Receivable where Green Tree is providing the customer financing for such
retail sale, Green Tree will not, except under certain limited circumstances,
be obligated to
 
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<PAGE>
 
deposit cash in the Collection Account in respect of the principal amount of
such Receivable but may instead replace such Receivable with other
Receivables.
 
  If clause (a) or clause (b) set forth in the proviso to the immediately
preceding paragraph is satisfied, payments on the Receivables collected by the
Servicer will not be segregated from the assets of the Servicer. Until such
payments on the Receivables collected by the Servicer are deposited into the
Collection Account, such funds may be used by the Servicer for its own
benefit, and the proceeds of any short-term investment of such funds will
accrue to the Servicer. During such times as the Servicer holds funds
representing payments on the Receivables collected by the Servicer and is
permitted to use such funds for its own benefit, the Certificateholders are
subject to risk of loss, including risk resulting from the bankruptcy or
insolvency of the Servicer. The Servicer will pay no fee to the Trust or any
Certificateholder for any use by the Servicer of funds representing
collections on the Receivables.
 
  Notwithstanding the foregoing, whether the Servicer is required to make
daily or monthly deposits to the Collection Account, the Servicer is only
required to deposit Collections from the Collection Account into any Trust
Account or any account for any other Series up to the required amount to be
deposited therein and is permitted to withdraw from the Collection Account any
funds not required to be so deposited.
 
  The Servicer will withdraw the following amounts from the Collection Account
for application on each business day as indicated:
 
    (i) an amount equal to the Transferor Percentage plus, prior to the Class
  D Principal Payment Commencement Date, the Class D Floating Allocation
  Percentage or the Class D Fixed/Floating Allocation Percentage, as
  applicable, of the aggregate amount of Principal Collections (less the
  amount thereof which may be applied as Reallocated Class D Principal
  Collections) and any amounts to be paid in respect of the Class D Investor
  Default Amount will be paid to the Transferor to maintain the Class D
  Invested Amount;
 
    (ii) an amount equal to the Transferor Percentage of the aggregate amount
  of Interest Collections will be paid to the holder of the Exchangeable
  Transferor Certificate to the extent such funds are not applied to cover
  Negative Carry Amounts or Principal Funding Investment Shortfalls, or
  allocated to any Series as set forth in the applicable Supplement;
 
    (iii) an amount equal to the sum of (a) the Floating Allocation
  Percentage of the aggregate amount of Interest Collections and (b) Excess
  Interest Collections of other Series allocable to such Series, will be
  allocated and paid as described below in "--Payment of Fees, Interest, and
  Other Items;"
 
    (iv) during the Revolving Period, an amount equal to the sum of the Class
  A Floating Allocation Percentage, the Class B Floating Allocation
  Percentage and the Class C Floating Allocation Percentage of Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class B Principal Collections and Reallocated Class C Principal
  Collections) will be applied as Shared Principal Collections;
 
    (v) during the Controlled Accumulation Period or Early Amortization
  Period and prior to the Class B Principal Commencement Date, an amount
  equal to the ABC Fixed/Floating Allocation Percentage of Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class B Principal Collections or Reallocated Class C Principal
  Collections), any amount on deposit in the Excess Funding Account
  (exclusive of any amount in the Class D Subaccount), any amounts to be paid
  in respect of the ABC Investor Default Amount, Class A Investor Charge-
  Offs, Class B Investor Charge-Offs and Class C Investor Charge-Offs and any
  amount of Shared Principal Collections allocated to the Certificates on
  such business day up to (a) during the Controlled Accumulation Period, the
  Controlled Deposit Amount or (b) during the Early Amortization Period, the
  Class A Invested Amount, will be deposited in the Principal Account;
 
    (vi) during the Controlled Accumulation Period or Early Amortization
  Period and on or after the Class B Principal Commencement Date, an amount
  equal to the ABC Fixed/Floating Allocation Percentage of such Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class B Principal Collections or Reallocated Class C Principal
  Collections), any remaining amount on deposit in the Excess
 
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<PAGE>
 
  Funding Account (exclusive of any amount in the Class D Subaccount), any
  amounts to be paid in respect of the ABC Investor Default Amount, Class B
  Investor Charge-Offs and Class C Investor Charge-Offs and any amount of
  Shared Principal Collections allocated to the Certificates on such business
  day, up to (a) during the Controlled Accumulation Period, the Controlled
  Deposit Amount or (b) during the Early Amortization Period, the Class B
  Invested Amount, will be deposited in the Principal Account;
 
    (vii) during the Controlled Accumulation Period or Early Amortization
  Period and on or after the Class C Principal Commencement Date, an amount
  equal to the ABC Fixed/Floating Allocation Percentage of such Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class C Principal Collections), any remaining amount on deposit in the
  Excess Funding Account (exclusive of any amount in the Class D Subaccount),
  any amounts to be paid in respect of the ABC Investor Default Amount, and
  Class C Investor Charge-Offs and any amount of Shared Principal Collections
  allocated to the Certificates on such business day, up to the Class C
  Invested Amount, will be deposited into the Principal Account;
 
    (viii) Shared Principal Collections will be allocated to each outstanding
  Series pro rata based on any Principal Shortfalls with respect to any
  Series which is in its amortization period. The Servicer will pay any
  remaining Shared Principal Collections on such business day to the holder
  of the Exchangeable Transferor Certificate; and
 
    (ix) Excess Interest Collections will be allocated as set forth below in
  paragraph (xii) to "--Payment of Fees, Interest, and Other Items."
 
  Any Shared Principal Collections and other amounts described above as being
payable to the Transferor will not be paid to the Transferor if the Transferor
Interest on any date, after giving effect to the inclusion in the Trust of all
Receivables on or prior to such date and the application of all prior payments
to the Transferor, does not exceed the Minimum Transferor Interest. Any such
amounts otherwise payable to the Transferor will be deposited into and held in
the Excess Funding Account, and on the commencement of the accumulation period
or amortization period with respect to any Series, such amounts will be
deposited in the principal account of such Series to the extent specified in
the related Supplement until the applicable principal account of such Series
has been funded in full or the holders of certificates of such Series have
been paid in full. See "--Excess Funding Account."
 
  Payment of Fees, Interest and Other Items. On each business day during a
Monthly Period, the Servicer will determine the Floating Allocation Percentage
of Interest Collections (the "Available Series Interest Collections") and will
distribute from the Collection Account the following amounts in the following
priority (in each case, subject to the limit of the Available Series Interest
Collections less all amounts distributed pursuant to a higher priority):
 
    (i) an amount equal to the excess of
 
        (A) the sum of (1) the Class A Monthly Interest, (2) the amount of
      any Class A Monthly Interest previously due but not deposited in the
      Interest Funding Account in prior Monthly Periods, and (3) any
      additional interest (to the extent permitted by applicable law) at
      the Class A Certificate Rate with respect to interest amounts that
      were due but not paid in a prior Monthly Period over
 
        (B) the amount which has already been deposited in the Interest
      Funding Account with respect thereto in the current Monthly Period,
 
  will be deposited in the Interest Funding Account for distribution on the
  next succeeding Distribution Date to the Class A Certificateholders;
 
    (ii) an amount equal to the excess of
 
        (A) the sum of (1) the Class B Monthly Interest, (2) the amount of
      any Class B Monthly Interest previously due but not deposited in the
      Interest Funding Account in prior Monthly Periods, and (3) any
      additional interest (to the extent permitted by applicable law) at
      the Class B
 
                                      72
<PAGE>
 
      Certificate Rate with respect to Class B Monthly Interest amounts
      that were due but not paid in a prior Monthly Period over
 
        (B) the amount which has already been deposited in the Interest
      Funding Account with respect thereto in the current Monthly Period,
 
  will be deposited in the Interest Funding Account for distribution on the
  next succeeding Distribution Date to the Class B Certificateholders;
 
    (iii) if Green Tree or an affiliate of Green Tree is not the Servicer, an
  amount equal to the portion of the Monthly Servicing Fee for the current
  month that has not been previously paid to the Servicer plus any prior
  Monthly Servicing Fee that was due but not previously paid to the Servicer,
  will be distributed to the Servicer;
 
    (iv) an amount equal to the sum of (1) the aggregate ABC Investor Default
  Amount for such business day and (2) the unpaid ABC Investor Default Amount
  for any prior business day during the then-current Monthly Period, will (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  on and prior to the Class B Principal Commencement Date, be deposited in
  the Principal Account for payment to the Class A Certificateholders, (y) on
  and after the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class B Certificateholders and (z) on
  and after the Class C Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class C Certificateholders;
 
    (v) an amount equal to the sum of (1) the aggregate Class D Investor
  Default Amount for such business day and (2) the unpaid Class D Investor
  Default Amount for any prior business day during the then-current Monthly
  Period, will (x) during the Revolving Period and the Controlled
  Accumulation Period prior to the payment in full of the Class C Invested
  Amount, be paid to the Transferor in order to maintain the Class D Invested
  Amount, (y) during the Controlled Accumulation Period or Early Amortization
  Period following the payment in full of the Class C Invested Amount, be
  deposited in the Principal Account for payment to the Class D
  Certificateholders, and (z) during the Early Amortization Period prior to
  the payment of the Class C Invested Amount in full, deposited in the Class
  D Subaccount of the Excess Funding Account, to be held until the Class C
  Invested Amount has been paid in full, and to be available to be applied as
  Reallocated Class D Principal Collections;
 
    (vi) an amount equal to unreimbursed Class A Investor Charge-Offs, if
  any, will be applied to reimburse Class A Investor Charge-Offs and (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  but on and prior to the Class B Principal Commencement Date, be deposited
  in the Principal Account for payment to the Class A Certificateholders, (y)
  on and after the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class B Certificateholders and (z) on
  and after the Class C Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class C Certificateholders;
 
    (vii) an amount equal to the sum of (1) the amount of interest which has
  accrued with respect to the outstanding aggregate principal amount of the
  Class B Certificates at the Class B Certificate Rate but has not been
  deposited in the Interest Funding Account with respect to the Class B
  Certificateholders either on such business day or on a prior business day,
  and (2) any additional interest (to the extent permitted by applicable law)
  at the Class B Certificate Rate with respect to such interest amounts that
  were due but not paid to Class B Certificateholders in any previous Monthly
  Period, will be deposited in the Interest Funding Account for distribution
  on the next succeeding Distribution Date to the Class B Certificateholders;
 
    (viii) an amount equal to the sum of (a) unreimbursed Class B Investor
  Charge-Offs, if any, and (b) any unreimbursed reduction in the Class B
  Invested Amount on account of Reallocated Principal Collections as
  described under "--Reallocated Principal Collections" will be applied to
  reimburse such Class B Investor Charge-Offs and such reduction and (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  but prior to the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class A Certificateholders, (y) on and
  after the Class B Principal Commencement Date but prior to the Class
 
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<PAGE>
 
  C Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class B Certificateholders and (z) on and after the Class C
  Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class C Certificateholders;
 
    (ix) an amount equal to the sum of (a) unreimbursed Class C Investor
  Charge-Offs, if any, and (b) any unreimbursed reduction in the Class C
  Invested Amount on account of Reallocated Principal Collections as
  described under "--Reallocated Principal Collections" will be applied to
  reimburse such Class C Investor Charge-Offs and such reduction and (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  but prior to the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class A Certificateholders, (y) on and
  after the Class B Principal Commencement Date but prior to the Class C
  Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class B Certificateholders and (z) on and after the Class C
  Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class C Certificateholders;
 
    (x) an amount equal to the sum of (a) unreimbursed Class D Investor
  Charge-Offs, if any, and (b) any unreimbursed reduction in the Class D
  Invested Amount on account of Reallocated Principal Collections as
  described under "--Reallocated Principal Collections" will (x) during the
  Revolving Period and during the Controlled Accumulation Period prior to the
  payment in full of the Class C Invested Amount, be paid to the Transferor,
  (y) during the Early Amortization Period, be deposited in the Class D
  Subaccount of the Excess Funding Account, to be held until the Class C
  Invested Amount has been paid in full and to be available to be applied as
  Reallocated Class D Principal Collections, and (z) during the Controlled
  Accumulation Period following payment in full of the Class C Invested
  Amount, be deposited in the Principal Account for payment to the Class D
  Certificateholders;
 
    (xi) an amount equal to the sum of (1) the amount of interest which has
  accrued with respect to the outstanding aggregate principal amount of the
  Class C Certificates at the Class C Certificate Rate but has not been
  deposited in the Interest Funding Account with respect to the Class C
  Certificateholders either on such business days or on a prior business day,
  and (2) any additional interest (to the extend permitted by applicable law)
  at the interest rate on the Class C Certificate with respect to such
  interest amounts that are due but not paid to Class C Certificateholders in
  any previous Monthly Period, will be deposited in the Interest Funding
  Account for distribution on the next succeeding Distribution Date to the
  Class C Certificateholders.
 
    (xii) an amount equal to the sum of (1) the amount of interest which has
  accrued with respect to the outstanding aggregate principal amount of the
  Class D Certificates at the Class D Certificate Rate but has not been
  deposited in the Interest Funding Account with respect to the Class D
  Certificateholders either on such business days or on a prior business day,
  and (2) any additional interest (to the extend permitted by applicable law)
  at the interest rate on the Class D Certificate with respect to such
  interest amounts that are due but not paid to Class D Certificateholders in
  any previous Monthly Period, will be deposited in the Interest Funding
  Account for distribution on the next succeeding Distribution Date to the
  Class D Certificateholders.
 
    (xiii) if Green Tree or an affiliate of Green Tree is the Servicer, an
  amount equal to the portion of the Monthly Servicing Fee for the current
  month that has not been previously paid to the Servicer plus any prior
  Monthly Servicing Fee that was due but not previously paid to the Servicer
  will be distributed to the Servicer; and
 
    (xiv) any Available Series Interest Collections remaining after making
  the above described distributions will be treated as Excess Interest
  Collections which will be available to cover shortfalls, if any, in amounts
  payable from Interest Collections to certificateholders of other Series and
  then to pay any unpaid commercially reasonable costs and expenses of a
  successor Servicer, if any. Excess Interest Collections which are not so
  used will be paid to the Transferor.
 
  "Class A Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class A Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual
 
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Period divided by 360 and (iii) the outstanding principal balance of the Class
A Certificates at the close of business on the first day of such Interest
Accrual Period.
 
  "Class B Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class B Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period
divided by 360 and (iii) with respect to the Funding Period, the outstanding
principal balance of the Class B Certificates at the close of business on the
first day of such Interest Accrual Period and after the Funding Period, the
Class B Invested Amount at the close of business on the first day of such
Interest Accrual Period.
 
  "Required Amount" means on the first business day following a Monthly Period
the amount, if any, by which the full amount to be paid pursuant to clauses
(i)-(xiii) above in "--Payments of Fees, Interest, and Other Items" for such
prior Monthly Period exceeds the portion of the Available Series Interest
Collections applied to the payment of the amounts described in such clauses
for such prior Monthly Period.
 
  Payment of Principal. On each business day during the Revolving Period, the
Trustee, acting in accordance with instructions from the Servicer, will treat
the amount described in clause (iv) of "--Allocations" as Shared Principal
Collections which will be applied as described in clause (viii) of "--
Allocations." On the Transfer Date preceding the Class A Scheduled Payment
Date, the Trustee, acting in accordance with instructions from the Servicer,
will withdraw the amount on deposit in the Principal Account and deposit such
amount in the Distribution Account for distribution to the Class A
Certificateholders on the Class A Scheduled Payment Date. If the amount so
distributed on the Class A Scheduled Payment Date is less than the Class A
Invested Amount, the Class A Certificateholders will be entitled on each
subsequent Distribution Date to receive principal payments to the extent of
Class A Principal until the Class A Invested Amount is paid in full. The Class
B Certificateholders will be entitled to receive payment of the Class B
Invested Amount on the Class B Scheduled Payment Date, but only after the
Class A Invested Amount has been paid in full. The Class C Certificateholders
will be entitled to receive principal payments to the extent of Class C
Principal until the Class C Invested Amount is paid in full only after the
Class A Invested Amount and the Class B Invested Amount have been paid in
full. The Class D Certificateholders will be entitled to receive principal
payments only after the Class A Invested Amount, the Class B Invested Amount,
and the Class C Invested Amount have been paid in full.
 
  "Class A Principal" with respect to any Distribution Date during the
Controlled Accumulation Period or Early Amortization Period will equal the sum
of (i) an amount equal to the ABC Fixed/Floating Allocation Percentage of all
Principal Collections (less the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections) received during the
Monthly Period immediately preceding such Distribution Date, (ii) any amount
on deposit in the Excess Funding Account (other than any amount in the Class D
Subaccount) or the Pre-Funding Account allocated to the Class A Certificates
with respect to the preceding Monthly Period, (iii) the aggregate ABC Investor
Default Amount paid from Available Series Interest Collections, Excess
Interest Collections or Reallocated Principal Collections with respect to the
preceding Monthly Period and any reimbursements from Available Series Interest
Collections, Excess Interest Collections or Reallocated Principal Collections
of unreimbursed Class A Investor Charge-Offs, Class B Investor Charge-Offs and
Class C Investor Charge-Offs and (iv) Shared Principal Collections allocated
to the Class A Certificates; provided, however, that with respect to any
Distribution Date during the Controlled Accumulation Period, Class A Principal
will not exceed the lesser of (i) the Controlled Deposit Amount and (ii) the
Class A Invested Amount; provided, further, that with respect to the Series
1998-2 Termination Date, Class A Principal will be an amount equal to the
Class A Invested Amount.
 
  "Class B Principal" with respect to any Distribution Date on or after the
Class A Scheduled Payment Date will equal the sum of (i) an amount equal to
the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class B Principal Collections and Reallocated
Class C Principal Collections) received during the Monthly Period immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date following the date on which an amount equal to the Class A Invested
Amount is deposited in the Principal Account to be applied to the payment of
Class A Principal, the ABC Fixed/Floating Allocation Percentage of Principal
Collections from the date on which such deposit is made), (ii) any amount on
 
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<PAGE>
 
deposit in the Excess Funding Account (other than any amount in the Class D
Subaccount) or the Pre-Funding Account allocated to the Class B Certificates
with respect to the preceding Monthly Period, and (iii) the aggregate ABC
Investor Default Amount paid from Available Series Interest Collections,
Excess Interest Collections or Reallocated Principal Collections with respect
to the preceding Monthly Period and any reimbursements from Available Series
Interest Collections, Excess Interest Collections or Reallocated Principal
Collections of unreimbursed Class B Investor Charge-Offs and Class C Investor
Charge-Offs and (iv) Shared Principal Collections allocated to the Class B
Certificates; provided, however, that with respect to any Distribution Date
during the Controlled Accumulation Period, Class B Principal will not exceed
the lesser of (i) the Controlled Deposit Amount and (ii) the Class B Invested
Amount; provided, further, that with respect to the Series 1998-2 Termination
Date, Class B Principal will be an amount equal to the Class B Invested
Amount.
 
  "Class C Principal" with respect to any Distribution Date on or after the
Class C Principal Commencement Date will equal the sum of (i) an amount equal
to the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class C Principal Collections) received during
the Monthly Period immediately preceding such Distribution Date (or, in the
case of the first Distribution Date following the date on which an amount
equal to the Class B Invested Amount is deposited in the Principal Account to
be applied to the payment of Class B Principal, the ABC Fixed/Floating
Allocation Percentage of Principal Collections from the date on which such
deposit is made), (ii) any amount on deposit in the Excess Funding Account
(other than any amount in the Class D Subaccount) or the Pre-Funding Account
allocated to the Class C Certificates with respect to the preceding Monthly
Period, (iii) the aggregate ABC Investor Default Amount paid from Available
Series Interest Collections, Excess Interest Collections or Reallocated
Principal Collections with respect to the preceding Monthly Period and any
reimbursements from Available Series Interest Collections, Excess Interest
Collections or Reallocated Principal Collections of unreimbursed Class C
Investor Charge-Offs and (iv) Shared Principal Collections allocated to the
Class C Certificates; provided, that with respect to the Series 1998-2
Termination Date, Class C Principal will be an amount equal to the Class C
Invested Amount.
 
  On the Transfer Date preceding the Class D Principal Commencement Date, and
on each Transfer Date thereafter until the Trust is terminated or until the
Class D Invested Amount is paid in full, the Trustee, acting in accordance
with instructions from the Servicer, will withdraw amounts deposited into the
Principal Account in respect of Principal Collections processed during the
related Monthly Period and, to the extent of the Class D Invested Amount,
deposit such amounts in the Distribution Account for distribution to the Class
D Certificateholders on the next succeeding Distribution Date (the "Class D
Principal"). The Class D Certificateholders will be entitled to receive
principal payments to the extent of Class D Principal until the Class D
Invested Amount is paid in full.
 
COVERAGE OF CERTAIN INTEREST SHORTFALLS
 
  To the extent of any shortfall in the amount of Available Series Interest
Collections due to the accumulation of principal in the Excess Funding
Account, the Pre-Funding Account or the Principal Account, the Transferor
Interest Collections will be made available to cover such Negative Carry
Amount and such Principal Funding Investment Shortfall.
 
  Interest Collections allocable to any Series in excess of the amounts
necessary to make required payments with respect to such Series ("Excess
Interest Collections") will be applied to cover any shortfalls with respect to
amounts payable from Interest Collections allocable to any other Series, pro
rata based upon the amounts of the shortfalls, if any, with respect to such
other Series. Any Excess Interest Collections remaining after covering
shortfalls with respect to all outstanding Series during a Monthly Period will
be paid to the successor Servicer, if any, to cover certain costs and expenses
and then to the holder of the Exchangeable Transferor Certificate.
 
DEFAULTED RECEIVABLES
 
  Receivables will be charged off as uncollectible in accordance with the
Servicer's customary and usual policies (a "Defaulted Receivable"). See "The
Accounts--Loss Experience." On each business day, the
 
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<PAGE>
 
Servicer will allocate to the Certificateholders a portion of all Defaulted
Receivables in an amount (the "Investor Default Amount") equal to the product
of (a) the Floating Allocation Percentage applicable on such business day and
(b) the aggregate principal amount of Defaulted Receivables identified since
the prior reporting date. On each business day, the Servicer will allocate to
the Class A, Class B and Class C Certificateholders a portion of all Defaulted
Receivables in an amount (the "ABC Investor Default Amount") equal to the
product of (a) the sum of the Class A Floating Allocation Percentage, the
Class B Floating Allocation Percentage and the Class C Floating Allocation
Percentage applicable on such business day and (b) the aggregate principal
amount of Defaulted Receivables identified since the prior reporting date. On
each business day, the Servicer will allocate to the Class D
Certificateholders a portion of all Defaulted Receivables in an amount (the
"Class D Investor Default Amount") equal to the product of (a) the Class D
Floating Allocation Percentage and (b) the aggregate principal amount of
Defaulted Receivables identified since the prior reporting date.
 
INVESTOR CHARGE-OFFS
 
  If on the second business day preceding each Distribution Date (the
"Determination Date"), the aggregate Investor Default Amount, if any, for all
business days in the preceding Monthly Period exceeded the aggregate amount of
the Available Series Interest Collections, Excess Interest Collections and
Reallocated Principal Collections allocated with respect thereto during such
Monthly Period, then the Class D Invested Amount will be reduced by the
aggregate amount of such excess, but not more than the remaining aggregate
Investor Default Amount for such Monthly Period (a "Class D Investor Charge-
Off"). The Class D Invested Amount thereafter will be increased (but not in
excess of the aggregate of such reductions in the Class D Invested Amount
previously made that have not been previously reimbursed as described in this
sentence) on any business day by the amounts allocated and available for that
purpose as described under clause (x) of "--Application of Collections--
Payment of Fees, Interest, and Other Items."
 
  In the event that any such reduction of the Class D Invested Amount would
cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be maintained at or reduced to zero, and the Class C
Invested Amount will be reduced by the aggregate amount of such excess, but
not more than the remaining aggregate Investor Default Amount for such Monthly
Period (a "Class C Investor Charge-Off"), which will have the effect of
slowing or reducing the return of principal to the Class C Certificateholders.
The Class C Invested Amount will thereafter be increased (but not in excess of
the unpaid principal balance of the Class C Certificates) on any Monthly
Period by the amounts allocated and available for that purpose as described
under clause (ix) of "--Application of Collections--Payment of Fees, Interest,
and Other Items."
 
  In the event that any such reduction of the Class C Invested Amount would
cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero, and the Class B Invested Amount will
be reduced by the aggregate amount of such excess, but not more than the
remaining aggregate Investor Default Amount for such Monthly Period (a "Class
B Investor Charge-Off"), which will have the effect of slowing or reducing the
return of principal to the Class B Certificateholders. The Class B Invested
Amount will thereafter be increased (but not in excess of the unpaid principal
balance of the Class B Certificates) on any Monthly Period by the amounts
allocated and available for that purpose as described under clause (viii) of
"--Application of Collections--Payment of Fees, Interest, and Other Items."
 
  In the event that any such reduction of the Class B Invested Amount would
cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount will be reduced to zero, and the Class A Invested Amount will
be reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class A Investor Charge-Off"). The Class A
Invested Amount will thereafter be increased (but not in excess of the unpaid
principal balance of the Class A Certificates) on any Monthly Period by the
amounts allocated and available for that purpose as described under clause
(vi) of "--Application of Collections--Payment of Fees, Interest, and Other
Items."
 
 
                                      77
<PAGE>
 
COMPANION SERIES
 
  The Series 1998-2 Certificates may be paired with one or more other Series
(each a "Companion Series"). Each Companion Series either will be prefunded
with an initial deposit to a prefunding account in an amount up to the initial
principal balance of such Companion Series, funded primarily from the proceeds
for the sale of such Companion Series, or will have a variable principal
amount. Any such prefunding account will be held for the benefit of such
Companion Series and not for the benefit of Series 1998-2 Certificateholders.
As principal is paid with respect to the Series 1998-2 Certificates, either
(i) in the case of a prefunded Companion Series, an equal amount of funds on
deposit in any prefunding account for such prefunded Companion Series will be
released (which funds will be distributed to the Transferor) or (ii) in the
case of a Companion Series having a variable principal amount, an interest in
such variable Companion Series in an equal or lesser amount may be sold by the
Trust (and the proceeds thereof will be distributed to the Transferor) and, in
either case, the invested amount in the Trust of such Companion Series will
increase by up to the corresponding amount. Upon payment in full of the Series
1998-2 Certificates, assuming that there have been no unreimbursed charge-offs
with respect to any related Companion Series, the aggregate invested amount of
such related Companion Series will have been increased by an amount up to an
aggregate amount equal to the Series 1998-2 Investor Interest paid to the
Series 1998-1 Certificateholders since the issuance of such Companion Series.
The issuance of a Companion Series will be subject to the conditions described
under "Description of the Certificates--Exchanges." Green Tree does not expect
that the terms of any Companion Series would have an impact on the timing or
amount of payments received by a Series 1998-2 Certificateholder.
 
FINAL PAYMENT OF PRINCIPAL; TERMINATION
 
  The Class A Certificates, the Class B Certificates, and the Class C
Certificates will each be subject to optional repurchase by the Transferor on
any Distribution Date after the sum of the Class A Invested Amount, the Class
B Invested Amount and the Class C Invested Amount is reduced to an amount less
than or equal to $           (10% of the initial outstanding principal amount
of the Class A Certificates, the Class B Certificates and the Class C
Certificates), if certain conditions set forth in the Pooling and Servicing
Agreement are satisfied. The repurchase price will be equal to (i) the unpaid
Class A Invested Amount plus accrued and unpaid interest on the Class A
Certificates, (ii) the unpaid Class B Invested Amount plus accrued and unpaid
interest on the Class B Certificates, (iii) the unpaid Class C Invested Amount
plus accrued and unpaid interest on the Class C Certificates and (iv) the
unpaid Class D Invested Amount. In each case interest will accrue through the
day preceding the Distribution Date on which the repurchase occurs.
 
  The Certificates will be retired on the day following the Distribution Date
on which the final payment of principal is scheduled to be made to the
Certificateholders, whether as a result of optional reassignment to the
Transferor or otherwise. Subject to prior termination as provided above, the
Pooling and Servicing Agreement provides that the final distribution of
principal and interest on the Certificates will be made on the earlier of (i)
the Distribution Date on which the Invested Amount is paid in full and (ii)
the         Distribution Date (the "Series 1998-2 Termination Date"), except
to the extent provided below. In the event that the Invested Amount is greater
than zero, exclusive of any Class held by the Transferor, on the Series 1998-2
Termination Date, the Trustee will sell or cause to be sold (and apply the
proceeds first to the Class A Certificates until paid in full, then to the
Class B Certificates until paid in full, then to the Class C Certificates
until paid in full, and finally to the Class D Certificates to the extent
necessary to pay such remaining amounts to all Certificateholders pro rata
within each Class as final payment of the Certificates) interests in the
Receivables or certain Receivables, as specified in the Pooling and Servicing
Agreement and the Series 1998-2 Supplement, in an amount up to 110% of the
Invested Amount at the close of business on such date (but not more than the
total amount of Receivables allocable to the Certificates in accordance with
the Pooling and Servicing Agreement). If the sale contemplated by the
preceding sentence has not occurred by the Series 1998-2 Termination Date, the
affected Certificateholders shall remain entitled to receive proceeds of such
sale when it occurs. The net proceeds of such sale and any collections on the
Receivables, up to an amount equal to the Invested Amount plus accrued
interest due on the Certificates, will be paid on the Series 1998-2
Termination Date first to Class A Certificateholders until the Class A
Invested Amount is paid in full, then to the Class B Certificateholders until
the Class B Invested Amount is
 
                                      78
<PAGE>
 
paid in full, then to the Class C Certificateholders until the Class C
Invested Amount is paid in full, and then to the Class D Certificateholders
until the Class D Invested Amount is paid in full.
 
  Unless the Servicer and the holder of the Exchangeable Transferor
Certificate instruct the Trustee otherwise, the Trust will terminate on the
earlier of (a) the day after the Distribution Date following the date on which
funds shall have been deposited in the Distribution Account for the payment to
certificateholders outstanding sufficient to pay in full the aggregate
investor interest of all Series outstanding plus interest thereon at the
applicable certificate rates to the next Distribution Date and (b) a date
which shall not be later than         , or (c) if the Receivables are sold,
disposed of or liquidated following the occurrence of an Insolvency Event,
immediately following such sale, disposition or liquidation (such date, the
"Trust Termination Date"). Upon the termination of the Trust and the surrender
of the Exchangeable Transferor Certificate, the Trustee will convey to the
holder of the Exchangeable Transferor Certificate all right, title, and
interest of the Trust in and to the Receivables and other funds of the Trust
(other than funds on deposit in the Distribution Account and other similar
bank accounts of the Trust with respect to any Series).
 
PAY OUT EVENTS
 
  As described above, the Revolving Period is expected to continue through the
end of the Monthly Period immediately preceding the Controlled Amortization
Period, unless a Pay Out Event occurs prior to such date. A "Pay Out Event"
refers to any of the following events:
 
    (i) failure by the Transferor to convey Receivables in Additional
  Accounts to the Trust within five business days after the day on which it
  is required to convey such Receivables pursuant to the Pooling and
  Servicing Agreement;
 
    (ii) failure on the part of the Transferor, the Servicer or Green Tree,
  as applicable, (a) to make any payment or deposit required by the Pooling
  and Servicing Agreement or the Purchase Agreement, on or before the date
  such payment or deposit is required to be made therein, which failure is
  not cured within five business days after written notice from the Trustee
  of such failure; or (b) to deliver a Distribution Date Statement on the
  date required under the Pooling and Servicing Agreement (or within ten
  business days after written notice from the Trustee of such failure); or
  (c) to comply with its covenant not to create any lien on a Receivable
  which failure has a material adverse effect on the holders of the
  Certificates and which continues unremedied for a period of 60 days after
  written notice to it; provided, however, that any Pay Out Event shall not
  be deemed to have occurred if the Transferor shall have repurchased the
  related Receivables or, if applicable, all the Receivables during such
  period in accordance with the provisions of the Pooling and Servicing
  Agreement; or (d) to observe or perform in any material respect any other
  covenants or agreements set forth in the Pooling and Servicing Agreement or
  the Purchase Agreement, which failure has a materially adverse effect on
  the Certificateholders and which continues unremedied for a period of 45
  days after written notice of such failure;
 
    (iii) any representation or warranty made by Green Tree in the Purchase
  Agreement or by the Transferor in the Pooling and Servicing Agreement or
  any information required to be given by the Transferor to the Trustee to
  identify the Accounts proves to have been incorrect in any material respect
  when made and continues to be incorrect in any material respect for a
  period of 60 days after written notice and as a result the interests of the
  Certificateholders are materially and adversely affected (excluding,
  however, any representation or warranty made by the Transferor that the
  Pooling and Servicing Agreement constitutes, or the transfer of the
  Receivables to the Trust is, a valid sale, transfer and assignment to the
  Trust of all right, title and interest of the Transferor in the Receivables
  and the Collateral Security if the Pooling and Servicing Agreement
  constitutes the grant of a security interest in the Receivables and
  Collateral Security); provided, however, that any Pay Out Event shall not
  be deemed to occur thereunder if the Transferor has repurchased the related
  Receivables or all such Receivables, if applicable, during such period in
  accordance with the provisions of the Pooling and Servicing Agreement;
 
    (iv) the occurrence of certain events of bankruptcy, insolvency or
  receivership relating to Green Tree or the Transferor;
 
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<PAGE>
 
    (v) the Trust or the Transferor becomes an investment company within the
  meaning of the Investment Company Act of 1940, as amended;
 
    (vi) any Servicer Default occurs;
 
    (vii) on any Determination Date, the average of the Monthly Payment Rates
  for the three preceding Monthly Periods, where the Monthly Payment Rate for
  a Monthly Period is the percentage obtained by dividing the aggregate of
  the Receivables balance (without deducting therefrom any discount portion)
  collected during such Monthly Period by the average daily aggregate
  Receivables balance (without deducting therefrom any discount portion) for
  such Monthly Period, is less than 18%;
 
    (viii) the failure to pay the outstanding principal amount of the Class A
  Certificates or Class B Certificates by the Class A Scheduled Payment Date
  or the Class B Scheduled Payment Date, as applicable;
 
    (ix) the ratio (expressed as a percentage) of (a) the average for each
  month of the net losses on the Receivables (exclusive of the Ineligible
  Receivables) owned by the Trust (i.e., gross losses less recoveries on any
  such Receivables (including, without limitation, recoveries from collateral
  security in addition to recoveries from the products, recoveries from
  Manufacturers and insurance proceeds)) during any three consecutive
  calendar months to (b) the average of the month-end aggregate balances of
  such Receivables (without deducting therefrom the discount portion) for
  such three-month period, exceeds 5% on an annualized basis;
 
    (x) the sum of all Cash Equivalents and other amounts on deposit in the
  Excess Funding Account represents more than 50% of the sum of the aggregate
  amount of Principal Receivables (without deducting therefrom any discount
  portion) on each of six or more consecutive Determination Dates, after
  giving effect to all payments made or to be made on the Distribution Date
  next succeeding each such respective Determination Date; or
 
    (xi) if Principal Collections allocable to the Class D
  Certificateholder's Interest have been reallocated in any Monthly Period to
  cover any Required Amounts and have not been reimbursed as of the
  Determination Date in such Monthly Period.
 
  In the case of any event described in clause (ii), (iii) or (vi) above, a
Pay Out Event will be deemed to have occurred with respect to the Certificates
only if, after any applicable grace period, the Certificateholders evidencing
undivided interests aggregating more than 50% of the Invested Amount, by
written notice to the Transferor and the Servicer, declare that a Pay Out
Event has occurred with respect to the Certificates as of the date of such
notice. In the case of any event described in clause (iv) or (v) above, a Pay
Out Event with respect to all Series then outstanding, and in the case of any
event described in clause (i), (vii), (viii), (ix), (x) or (xi) above, a Pay
Out Event with respect only to the Certificates, will be deemed to have
occurred without any notice or other action on the part of the Trustee or the
Certificateholders or all certificateholders, as appropriate, immediately upon
the occurrence of such event. On the date on which a Pay Out Event is deemed
to have occurred, the Early Amortization Period will commence. In such event,
distributions of principal to the Certificateholders will begin on the first
Distribution Date following the month in which such Pay Out Event occurred.
If, because of the occurrence of a Pay Out Event, the Early Amortization
Period begins, Certificateholders will begin receiving distributions of
principal earlier than they otherwise would have, which may shorten the
average life of the Certificates.
 
  In addition to the consequences of a Pay Out Event discussed above, if,
pursuant to certain provisions of federal law, the Transferor voluntarily
enters liquidation or a trustee in bankruptcy is appointed for the Transferor
(an "Insolvency Event"), the Transferor will immediately cease to transfer
Receivables to the Trust and promptly give notice to the Trustee of such
event. Within 15 days, the Trustee will publish a notice of the liquidation or
the appointment stating that the Trustee intends to sell, dispose of, or
otherwise liquidate the Receivables in a commercially reasonable manner. With
respect to each Series outstanding at such time (or, if any such Series has
more than one class, of each class of such Series excluding any class or
portion thereof held by the Transferor), unless otherwise instructed within a
specified period by certificateholders representing undivided interests
aggregating more than 50% of the invested amount of such Series (or class
excluding any
 
                                      80
<PAGE>
 
class or portion thereof held by the Transferor) and the holders (other than
the Transferor) of any Supplemental Certificates or any other interest in the
Exchangeable Transferor Certificate, the Trustee will sell, dispose of, or
otherwise liquidate the portion of the Receivables allocable to the Series
that did not vote to continue the Trust in accordance with the Pooling and
Servicing Agreement in a commercially reasonable manner and on commercially
reasonable terms. The proceeds from the sale, disposition, or liquidation of
the Receivables will be treated as collections of the Receivables allocable to
such Certificateholders and will be distributed to the applicable
Certificateholders as provided above in "--Application of Collections."
 
  If the only Pay Out Event to occur is either the bankruptcy or insolvency of
the Transferor or the appointment of a bankruptcy trustee or receiver for the
Transferor, the bankruptcy trustee or receiver may have the power to prevent
the early sale, liquidation, or disposition of the Receivables and the
commencement of the Early Amortization Period. In addition, a bankruptcy
trustee or receiver may have the power to cause the early sale of the
Receivables and the early retirement of the Certificates.
 
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
 
  The Servicer's compensation for its servicing activities and reimbursement
for its expenses will take the form of the payment to it of a servicing fee in
an amount for any Monthly Period equal to the sum of (i) with respect to each
Series, one-twelfth of the product of (x) the applicable servicing fee
percentage with respect to such Series and (y) the Invested Amount of such
Series on the first day of the related Monthly Period and (ii) one-twelfth of
the product of the weighted average servicing fee percentage for all Series
and the average Transferor Interest for such Monthly Period. The monthly
servicing fee will be allocated between the Transferor Interest, the
Certificateholders' Interest, and the investor interest for all other Series.
The portion of the servicing fee allocable to the Certificateholders' Interest
during each Monthly Period (the "Monthly Servicing Fee") will be equal to one-
twelfth of the product of (x) the Servicing Fee Rate per annum and (y) the
Invested Amount on the first day of the related Monthly Period or, in the case
of the first Distribution Date, the initial principal amount of the
Certificates. The Monthly Servicing Fee will be funded from Interest
Collections allocated to the Certificateholders' Interest, and will be paid
each month from the amount so allocated and on deposit in the Collection
Account. See "--Application of Collections--Payment of Fees, Interest, and
Other Items" above. The remainder of the servicing fee will be allocable to
the Transferor Interest and the investor interests of other Series. Neither
the Trust nor the Certificateholders will have any obligation to pay such
portion of the servicing fee.
 
  The Servicer will be permitted to waive its right to receive the Servicing
Fee on any Distribution Date, so long as it believes that sufficient Interest
Collections will be available on a future Distribution Date to pay the Monthly
Servicing Fee relating to such waived Servicing Fee, in which case the
Servicing Fee and the Monthly Servicing Fee for such Distribution Date shall
be deemed to be zero.
 
  The Servicer will pay from its servicing compensation certain expenses
incurred in connection with servicing the Receivables, including, without
limitation, payment of the fees and disbursements of the Trustee and
independent certified public accountants and other fees which are not
expressly stated in the Pooling and Servicing Agreement to be payable by the
Trust or the Certificateholders other than federal, state, and local income
and franchise taxes, if any, of the Trust.
 
CERTAIN MATTERS REGARDING THE TRANSFEROR AND THE SERVICER
 
  The Servicer may not resign from its obligations and duties under the
Pooling and Servicing Agreement, except upon determination that performance of
its duties is no longer permissible under applicable law. No such resignation
will become effective until the Trustee or a successor to the Servicer has
assumed the Servicer's responsibilities and obligations under the Pooling and
Servicing Agreement. The Servicer may delegate some or all of its servicing
duties; provided, however, such delegation will not relieve the Servicer of
its obligation to perform such duties in accordance with the Pooling and
Servicing Agreement. In addition, any affiliate of Green
 
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<PAGE>
 
Tree may be substituted in all respects for Green Tree as Servicer, provided
that Green Tree will remain jointly and severally liable with such affiliate.
 
  The Pooling and Servicing Agreement provides that the Servicer will
indemnify the Trust and the Trustee from and against any reasonable loss,
liability, expense, damage, or injury suffered or sustained by reason of any
acts or omissions or alleged acts or omissions of the Servicer with respect to
the activities of the Trust or the Trustee; provided, however, that the
Servicer will not indemnify (a) the Trustee for liabilities imposed by reason
of fraud, negligence, or willful misconduct by the Trustee in the performance
of its duties under the Pooling and Servicing Agreement, (b) the Trust, the
Certificateholders, or the Certificate Owners for liabilities arising from
actions taken by the Trustee at the request of Certificateholders, (c) the
Trust, the Certificateholders, or the Certificate Owners for any losses,
claims, damages, or liabilities incurred by any of them in their capacities as
investors, including without limitation, losses incurred as a result of
Defaulted Receivables, or (d) the Trust, the Certificateholders, or the
Certificate Owners for any liabilities, costs, or expenses of the Trust, the
Certificateholders, or the Certificate Owners arising under any tax law,
including without limitation, any federal, state, or local income or franchise
tax or any other tax imposed on or measured by income (or any interest or
penalties with respect thereto or arising from a failure to comply therewith)
required to be paid by the Trust, the Certificateholders, or the Certificate
Owners in connection with the Pooling and Servicing Agreement to any taxing
authority.
 
  In addition, the Pooling and Servicing Agreement provides that, subject to
certain exceptions, the Transferor will indemnify the Trust and the Trustee
from and against any reasonable loss, liability, expense, damage, or injury
(other than to the extent that any of the foregoing relate to any tax law or
any failure to comply therewith) suffered or sustained by reason of any acts
or omissions or alleged acts or omissions arising out of or based upon the
arrangement created by the Pooling and Servicing Agreement as though the
Pooling and Servicing Agreement created a partnership under the Minnesota
Uniform Partnership Act in which the Transferor is a general partner.
 
  The Pooling and Servicing Agreement provides that, except for the foregoing
indemnities, neither the Transferor nor the Servicer nor any of their
respective directors, officers, employees, or agents will be under any
liability to the Trust, the Trustee, the Certificateholders, or any other
person for any action taken, or for refraining from taking any action pursuant
to the Pooling and Servicing Agreement. Neither the Transferor nor the
Servicer nor any of their respective directors, officers, employees, or agents
will be protected against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith, or gross negligence of the
Transferor, the Servicer, or any such person in the performance of its duties
thereunder or by reason of reckless disregard of obligations and duties
thereunder. In addition, the Pooling and Servicing Agreement provides that the
Servicer is not under any obligation to appear in, prosecute, or defend any
legal action that is not incidental to its servicing responsibilities under
the Pooling and Servicing Agreement and which in its opinion may expose it to
any expense or liability.
 
  Under the Pooling and Servicing Agreement, the Transferor will be liable
directly to an injured party for the entire amount of any losses, claims,
damages or liabilities (other than those incurred by a Certificateholder in
the capacity of an investor in the Certificates) arising out of or based on
the arrangement created by the Pooling and Servicing Agreement or the actions
of the Servicer taken pursuant to the Pooling and Servicing Agreement as
though the Pooling and Servicing Agreement created a partnership under the
Minnesota Uniform Partnership Act in which the Transferor is a general
partner. The Transferor will also pay, indemnify and hold harmless each
Certificateholder for any such losses, claims, damages or liabilities (other
than those incurred by a Certificateholder in the capacity of an investor in
the Certificates) except to the extent that they lapse from any action by any
Certificateholder. In the event of a Service Transfer, the successor Servicer
will indemnify the Transferor for any losses, claims, damages and liabilities
of the Transferor as described in this paragraph arising from the actions or
omissions of such successor.
 
 
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<PAGE>
 
SERVICER DEFAULT
 
  In the event of any Servicer Default (as defined below), either the Trustee
or certificateholders representing undivided interests aggregating more than
50% of the aggregate investor interests for all outstanding Series, by written
notice to the Servicer (and to the Trustee if given by the
certificateholders), may terminate all of the rights and obligations of the
Servicer as servicer under the Pooling and Servicing Agreement and in and to
the Receivables and the proceeds thereof and the Trustee may appoint a new
Servicer (a "Service Transfer"). The
rights and interest of the Transferor under the Pooling and Servicing
Agreement and in the Transferor Interest will not be affected by such
termination. Upon such termination, the Trustee will as promptly as possible
appoint a successor Servicer. If no such Servicer has been appointed and has
accepted such appointment by the time the Servicer ceases to act as Servicer,
all authority, power, and obligations of the Servicer under the Pooling and
Servicing Agreement will pass to and be vested in the Trustee. If the Trustee
is unable to obtain any bids from eligible servicers and the Servicer delivers
an Officer's certificate to the effect that it cannot in good faith cure the
applicable Servicer Default, and if the Trustee is legally unable to act as a
successor Servicer, then the Trustee will give the Transferor the right to
accept reassignment of all of the Receivables on terms equivalent to the best
purchase offer as determined by the Trustee.
 
  A "Servicer Default" refers to any of the following events:
 
    (i) failure by the Servicer to make any payment, transfer, or deposit, or
  to give instructions to the Trustee to make certain payments, transfers, or
  deposits within five business days after the date the Servicer is required
  to do so under the Pooling and Servicing Agreement or any Supplement;
  provided, however, that any such failure caused by a nonwillful act of the
  Servicer shall not constitute a Servicer Default if the Servicer promptly
  remedies such failure within five business days after receiving notice of
  such failure or otherwise becoming aware of such failure;
 
    (ii) failure on the part of the Servicer duly to observe or perform in
  any respect any other covenants or agreements of the Servicer which has a
  material adverse effect on the certificateholders of any Series then
  outstanding and which continues unremedied for a period of 60 days after
  written notice of such failure, requiring the same to be remedied, shall
  have been given to the Servicer by the Trustee, or to the Servicer and the
  Trustee by holders of Certificates evidencing undivided interests
  aggregating not less than 50% of the Invested Amount of any Series
  materially adversely affected thereby and continues to have a material
  adverse effect on the certificateholders of any Series then outstanding for
  such period; or the delegation by the Servicer of its duties under the
  Pooling and Servicing Agreement, except as specifically permitted
  thereunder;
 
    (iii) any representation, warranty, or certification made by the Servicer
  in the Pooling and Servicing Agreement, or in any certificate delivered
  pursuant to the Pooling and Servicing Agreement, proves to have been
  incorrect when made which has a material adverse effect on the
  certificateholders of any Series then outstanding, and which continues to
  be incorrect in any material respect for a period of 60 days after written
  notice of such failure, requiring the same to be remedied, shall have been
  given to the Servicer by the Trustee, or to the Servicer and Trustee by the
  holders of Certificates evidencing undivided interests aggregating not less
  than 50% of the Invested Amount of any Series materially adversely affected
  thereby and continues to have a material adverse effect on such
  certificateholders for such period; or
 
    (iv) the occurrence of certain events of bankruptcy, insolvency, or
  receivership of the Servicer.
 
  Notwithstanding the foregoing, a delay in or failure of performance referred
to in clause (i) above for a period of five business days, or referred to
under clause (ii) or (iii) for a period of 60 business days, will not
constitute a Servicer Default if such delay or failure could not be prevented
by the exercise of reasonable diligence by the Servicer and such delay or
failure was caused by an act of God or other similar occurrence. Upon the
occurrence of any such event, the Servicer will not be relieved from using its
best efforts to perform its obligations in a timely manner in accordance with
the terms of the Pooling and Servicing Agreement, and the Servicer will
provide the Trustee, any provider of credit enhancement, the Transferor, and
the holders of
 
                                      83
<PAGE>
 
certificates of all Series outstanding prompt notice of such failure or delay
by it, together with a description of the cause of such failure or delay and
its efforts to perform its obligations.
 
  In the event of a Servicer Default due to the bankruptcy of the Servicer, if
no Servicer Default other than such bankruptcy or the insolvency of the
Servicer exists, the bankruptcy trustee or the Servicer itself as debtor-in-
possession may have the power to prevent either the Trustee or the majority of
the Certificateholders from effecting a Service Transfer.
 
REPORTS TO CERTIFICATEHOLDERS
 
  On each Distribution Date, the Paying Agent will forward to each
Certificateholder of record (which is expected to be Cede & Co., as nominee
for DTC, unless Definitive Certificates are issued) a statement prepared by
the Servicer setting forth, among other things, with respect to such Series:
(a) the total amount distributed, (b) the amount of the distribution allocable
to principal on the Class A Certificates, the Class B Certificates, the Class
C Certificates and the Class D Certificates, (c) the amount of such
distribution allocable to interest on the Class A Certificates and the Class B
Certificates, (d) the amount of Principal Collections processed during the
related Monthly Period and allocated in respect of the Class A Certificates,
the Class B Certificates, the Class C Certificates and the Class D
Certificates, respectively, (e) the amount of Interest Collections processed
during the preceding Monthly Period and allocated in respect of the Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class
D Certificates, respectively, (f) the aggregate amount of Principal
Receivables, the Invested Amount, the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount, the Class D Invested Amount, the
Floating Allocation Percentage, and during the Controlled Accumulation Period
or Early Amortization Period, the ABC Fixed/Floating Allocation Percentage
with respect to the Principal Receivables in the Trust as of the close of
business on the Record Date, (g) the aggregate outstanding balance of
Receivables which are current, 30-59, 60-89 and 90 or more days delinquent as
of the end of the day on the Record Date, (h) the Aggregate Investor Default
Amount for the related Monthly Period, (i) the aggregate amount of Class A
Investor Charge-Offs, Class B Investor Charge-Offs, Class C Investor Charge-
Offs and Class D Investor Charge-Offs for the preceding Monthly Period, (j)
the amount of the Monthly Servicing Fee for the preceding Monthly Period, and
(k) the aggregate amount of funds in the Excess Funding Account as of the last
day of the Monthly Period immediately preceding the Distribution Date. Unless
and until Definitive Certificates are issued, such reports with respect to the
Series 1998-2 Certificates will be sent to Cede & Co., as registered holder of
the Certificates and the nominee of DTC. Certificate Owners may receive copies
of such reports upon written request, together with a certification that they
are Certificate Owners and payment of reproduction and postage expenses
associated with the distribution of such reports, from the Trustee. See
"Reports to Certificateholders."
 
  The Paying Agent will furnish to each person who at any time during the
preceding calendar year was a Certificateholder of record (which is expected
to be Cede & Co., as nominee for DTC, unless Definitive Certificates are
issued) a statement prepared by the Servicer containing the information
required to be contained in the regular monthly report to Certificateholders,
as set forth in clauses (a), (b), and (c) above aggregated for such calendar
year or the applicable portion thereof during which such person was a
Certificateholder, together with, on or before March 31 of each year, such
customary information (consistent with the treatment of the Certificates as
debt) as the Servicer or Trustee deems necessary or desirable for tax
reporting purposes. Moreover, as long as the Certificateholder of record is
Cede & Co., as nominee for DTC, Certificate Owners will receive tax and other
information from Participants and Indirect Participant rather than from the
Trustee.
 
REPORTS; NOTICES
 
  If the Offered Certificates are listed on the Luxembourg Stock Exchange, the
Trustee will publish or will cause to be published following each Distribution
Date in the Luxemburger Wort a notice to the effect that Servicer's reports
described above will be available for review at the main office of the Listing
Agent of the Trust in Luxembourg, Luxembourg.
 
 
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<PAGE>
 
  Following the listing of the Offered Certificates on the Luxembourg Stock
Exchange, notices to Certificateholders will be given by publication in the
Luxemburger Wort. In the event that Definitive Certificates are issued,
notices to Certificateholders will also be given by mail to the addresses of
such holders as they appear in the certificate register.
 
EVIDENCE AS TO COMPLIANCE
 
  The Pooling and Servicing Agreement provides that on or before March 31 of
each calendar year, the Servicer will cause a firm of independent public
accountants which is a member of the American Institute of Certified Public
Accountants to furnish a report to the effect that such accounting firm has
examined selected documents and records relating to the servicing of the
Accounts in accordance with certain procedures agreed upon with the Servicer,
and that, on the basis of such agreed upon procedures, such firm states that
such servicing was conducted in compliance with the Pooling and Servicing
Agreement during the period covered by such report except for such significant
exceptions or errors in records that, in the opinion of such firm, generally
accepted auditing standards requires it to report.
 
AMENDMENTS
 
  The Pooling and Servicing Agreement and any Supplement may be amended by the
Transferor, the Servicer, and the Trustee, without the consent of
Certificateholders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Pooling and Servicing
Agreement and Supplements or of modifying in any manner the rights of such
Certificateholders; provided that (i) the Transferor delivers an opinion of
counsel acceptable to the trustee to the effect that such amendment will not
adversely affect in any material respect the interest of the
Certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding series.
 
  The Pooling and Servicing Agreement and the Supplement may be amended by the
Transferor, the Servicer, and the Trustee with the consent of the holders of
certificates evidencing undivided interests aggregating not less than 66 2/3%
of the investor interests of each and every Series adversely affected (and
with respect to Series 1998-1, the holders of not less than 66 2/3% of the
Invested Amount of each Class of Certificates adversely affected), for the
purpose of adding any provisions to, changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement, or any Supplement or
of modifying in any manner the rights of certificateholders of any then
outstanding Series. No such amendment, however, may (a) reduce in any manner
the amount of, or delay the timing of, distributions required to be made on
any such Series, (b) change the definition of or the manner of calculating the
interest of any certificateholder of such Series, or (c) reduce the aforesaid
percentage of investor interests the holders of which are required to consent
to any such amendment, in each case without the consent of all
certificateholders of all Series adversely affected. Promptly following the
execution of any amendment to the Pooling and Servicing Agreement, the Trustee
will furnish written notice of the substance of such amendment to each
Certificateholder. Any Supplement and any amendments regarding the addition or
removal of Receivables from the Trust will not be considered an amendment
requiring certificateholder consent under the provisions of the Pooling and
Servicing Agreement and any Supplement.
 
LIST OF CERTIFICATEHOLDERS
 
  Upon written request of Certificateholders representing undivided interests
in the Trust aggregating not less than 10% of the Invested Amount, the Trustee
after having been adequately indemnified by such Certificateholders for its
costs and expenses, and having given the Servicer notice that such request has
been made, will afford such Certificateholders access during business hours to
the current list of Certificateholders of the Trust for purposes of
communicating with other Certificateholders with respect to their rights under
the Pooling and Servicing Agreement. See "--Book-Entry Registration" and "--
Definitive Certificates."
 
 
                                      85
<PAGE>
 
THE TRUSTEE
 
  The Transferor, the Servicer, and their respective affiliates may from time
to time enter into normal banking, lending and trustee relationships with the
Trustee and its affiliates. The Trustee, the Transferor, the Servicer, and any
of their respective affiliates may hold Certificates in their own names. In
addition, for purposes of meeting the legal requirements of certain local
jurisdictions, the Trustee will have the power to appoint a co-trustee or
separate trustees of all or any part of the Trust. In the event of such
appointment, all rights, powers, duties, and obligations conferred or imposed
upon the Trustee by the Pooling and Servicing Agreement will be conferred or
imposed upon the Trustee and such separate trustee or co-trustee jointly, or,
in any jurisdiction in which the Trustee shall be incompetent or unqualified
to perform certain acts, singly upon such separate trustee or co-trustee who
will exercise and perform such rights, powers, duties, and obligations solely
at the direction of the Trustee.
 
  The Trustee may resign at any time, in which event the Transferor will be
obligated to appoint a successor Trustee. The Transferor may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Pooling and Servicing Agreement or if the Trustee becomes insolvent. In such
circumstances, the Transferor will be obligated to appoint a successor
Trustee. Any resignation or removal of the Trustee and appointment of a
successor Trustee does not become effective until acceptance of the
appointment by the successor Trustee.
 
  If the Trustee fails to perform any of its obligations under the Pooling and
Servicing Agreement, and a certificateholder delivers written notice of such
failure to the Trustee, and the Trustee shall not have corrected such failure
for 60 days thereafter, then the holders of investor certificates representing
more than 50% of the aggregate invested amount of all Series (including
related commitments) shall have the right to remove the Trustee and (with the
consent of the Transferor, which shall not be unreasonably withheld) promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee.
 
                     DESCRIPTION OF THE PURCHASE AGREEMENT
 
  The following summary describes certain terms of the Receivables Purchase
Agreement (the "Purchase Agreement") and is qualified in its entirety by
reference to the Purchase Agreement.
 
TRANSFER OF RECEIVABLES
 
  Pursuant to the Purchase Agreement, Green Tree has sold and transferred to
the Transferor all of its right, title and interest in and to all of the
outstanding Receivables and the Collateral Security as of the Cut-off Date and
will sell and transfer all of the Receivables thereafter created. As described
herein, pursuant to the Pooling and Servicing Agreement, the Transferor has
transferred to the Trust all of its right, title and interest in and to the
Purchase Agreement.
 
  In connection with each such sale or transfer of Receivables to the
Transferor, Green Tree will indicate in its computer files that such
Receivables have been sold or transferred to the Transferor, and that such
Receivables have been transferred by the Transferor to the Trust. In addition,
Green Tree will provide to the Transferor a computer file or microfiche or
written list containing a true and complete list of all such Receivables,
identifying the balances of the Receivables as of the Cut-off Date. The
records and agreements relating to such Accounts and Receivables will not be
segregated by Green Tree from other documents and agreements relating to other
accounts and receivables and will not be stamped or marked to reflect the sale
or transfer of such Receivables to the Transferor, but the computer records of
Green Tree will be marked to evidence such sale or transfer. Green Tree will
file UCC financing statements with respect to the Receivables meeting the
requirements of Minnesota state law. See "Risk Factors--Transfer of the
Receivables; Insolvency Risk Considerations" and "Certain Legal Aspects of the
Receivables--Transfer of Receivables."
 
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<PAGE>
 
REPRESENTATIONS AND WARRANTIES
 
  Pursuant to the Purchase Agreement, Green Tree made certain representations
and warranties to the Transferor that, among other things, (a) it has been
duly incorporated and is in good standing and that it has the authority to
consummate the transactions contemplated by the Purchase Agreement and (b) as
of the Cut-off Date (or, in the case of an Additional Account, as of the
Additional Cut-off Date and Addition Date), each Account or Additional Account
was an Eligible Account.
 
  Pursuant to the Purchase Agreement, Green Tree will make certain
representations and warranties to the Transferor relating to the Receivables
that, among other things, (a) as of the Cut-off Date and each Closing Date,
each of the Accounts was an Eligible Account or, if it was or is an Ineligible
Account on such date, such Account is being removed from the Trust in
accordance with the requirements of the Pooling and Servicing Agreement, and
(b) as of the date any new Receivable is created, such Receivable is an
Eligible Receivable. In the event of a breach of any representation and
warranty set forth in this paragraph which results in an Ineligible Receivable
and the requirement that the Transferor accept retransfer of such Ineligible
Receivable pursuant to the Pooling and Servicing Agreement, then Green Tree
will be obligated to repurchase such Ineligible Receivable from the Transferor
on the date of such retransfer. The purchase price for such Ineligible
Receivable will be the face amount thereof plus any accrued and unpaid
interest thereon, of which at least the amount of any cash deposit required to
be made by the Transferor under the Pooling and Servicing Agreement in respect
of the retransfer of such Ineligible Receivable must be paid in cash.
 
  Pursuant to the Purchase Agreement, Green Tree also made representations and
warranties to the Transferor that, among other things, as of the Closing Date,
(a) the Purchase Agreement constitutes a legal, valid and binding obligation
of Green Tree and (b) the Purchase Agreement constitutes a valid sale or
transfer to the Transferor of all right, title and interest of Green Tree in
and to the Receivables, whether then existing or thereafter created in the
Accounts, the Collateral Security, all related security interests and other
related rights and the proceeds thereof, which is effective as to each
Receivable upon the creation thereof. If the breach of any of the
representations and warranties described in this paragraph results in the
obligation of the Transferor under the Pooling and Servicing Agreement to
accept retransfer of the Receivables, Green Tree will be obligated to
repurchase the Receivables retransferred to Green Tree for an amount of cash
equal to the amount of cash the Transferor is required to deposit under the
Pooling and Servicing Agreement in connection with such retransfer.
 
  Green Tree has agreed to indemnify the Transferor and to hold the Transferor
harmless from and against any and all losses, damages and expenses (including
reasonable attorneys' fees) suffered or incurred by the Transferor if the
foregoing representations and warranties are materially false.
 
CERTAIN COVENANTS
 
  Pursuant to the Purchase Agreement, Green Tree covenants that it will
perform its obligations under the agreements relating to the Receivables and
the Accounts in conformity with its then-current policies and procedures
relating to the Receivables and Accounts.
 
  Green Tree further covenants that, except for the sale and conveyance under
the Purchase Agreement and the interests created under the Pooling and
Servicing Agreement and the Series Supplement, Green Tree will not sell,
pledge, assign or transfer any interest in the Receivables to any other
person. Green Tree also covenants to defend and indemnify the Transferor for
any loss, liability or expense incurred by the Transferor in connection with a
breach by Green Tree of any of its representations, warranties or covenants
contained in the Purchase Agreement.
 
  In addition, Green Tree expressly acknowledges and consents to the
Transferor's assignment of its rights relating to the Receivables under the
Purchase Agreement to the Trustee.
 
 
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<PAGE>
 
TERMINATION
 
  The Purchase Agreement will terminate immediately after the Trust
terminates. In addition, if Green Tree becomes party to any bankruptcy or
similar proceeding (other than as a claimant) and, if such proceeding is not
voluntary and is not dismissed within 60 days of its institution, Green Tree
will immediately cease to sell or transfer Receivables to the Transferor and
will promptly give notice of such event to the Transferor and to the Trustee.
 
                   CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
 
TRANSFER OF RECEIVABLES
 
  On the Closing Date, Green Tree sold and assigned the Receivables to the
Transferor pursuant to the Purchase Agreement, and the Transferor immediately
sold and assigned the Receivables to the Trust pursuant to the Pooling and
Servicing Agreement. The Transferor represented and warranted on the Closing
Date that such sale to the Trust constituted a valid transfer and assignment
to the Trust of all right, title and interest of the Transferor in and to the
Receivables, except for the interest of any investor certificate of any Series
then held by it, or the grant to the Trust of a security interest in the
Receivables. The Transferor has also represented and warranted in the Pooling
and Servicing Agreement that, in the event the transfer of the Receivables by
the Transferor to the Trust is deemed to create a security interest under the
UCC, there will exist a valid, subsisting, and enforceable first priority
perfected security interest in such Receivables created thereafter in favor of
the Trust on and after their creation, subject to certain tax liens. For a
discussion of the Trust's rights arising from these representations and
warranties not being satisfied, see "Description of the Offered Certificates--
Representations and Warranties."
 
  Each of Green Tree and the Transferor has represented that the Receivables
are "general intangibles," "chattel paper" or "accounts" for purposes of the
UCC as in effect in Minnesota. If the Receivables are deemed to be general
intangibles and the transfer thereof by either Green Tree to the Transferor or
by the Transferor to the Trust is deemed to be a sale, Minnesota common law
applies and neither possession nor a financing statement is required. If the
Receivables are deemed to be general intangibles and the transfer thereof by
either Green Tree to the Transferor or by the Transferor to the Trust is
deemed to create a security interest, the UCC as in effect in Minnesota
applies and the transferee must file an appropriate financing statement or
statements in order to perfect its interest therein. If the Receivables are
deemed to be chattel paper and the transfer thereof by either Green Tree to
the Transferor or by the Transferor to the Trust is deemed either to be a sale
or to create a security interest, the UCC as in effect in Minnesota applies
and the transferee must either take possession of the chattel paper or file an
appropriate financing statement or statements in order to perfect its interest
therein. If the Receivables are treated as accounts and the transfer thereof
by either by Green Tree to the Transferor or the Transferor to the Trust is
deemed either to be a sale or create a security interest, the transferee must
file an appropriate financing statement or statements in order to perfect its
interest therein under the UCC as in effect in Minnesota. Financing statements
covering the Receivables will be filed under the UCC as in effect in Minnesota
by both the Transferor and the Trust to perfect their respective interests in
the Receivables and continuation statements will be filed as required to
continue the perfection of such interests. The Receivables will not be stamped
to indicate the interest of the Transferor or the Trustee.
 
  There are certain limited circumstances under the UCC and other applicable
law in which prior or subsequent transferees of Receivables could have an
interest in such Receivables with priority over the Trust's interest. A
purchaser of the Receivables that are chattel paper who gives new value and
takes possession of the instruments that evidence the Receivables (i.e., the
chattel paper) in the ordinary course of such purchaser's business may, under
certain circumstances, have priority over the interest of the Trust in such
Receivable. Under the Purchase Agreement, Green Tree warrants to the
Transferor, and under the Agreement and Series 1998-2 Supplement the
Transferor warrants to the Trust, that the Receivables have been transferred
free and clear of the lien of any third party. Each of Green Tree and the
Transferor will also covenant that it will not sell, pledge, assign, transfer
or grant any lien on any Receivable or, except as described under "Description
of the Offered
 
                                      88
<PAGE>
 
Certificates--Exchanges," the Exchangeable Transferor's Certificate (or any
interest therein) other than to the Trust. A tax or other government lien on
property of Green Tree or the Transferor arising prior to the time a
Receivable comes into existence may also have priority over the interest of
the Trust in such Receivable. In addition, while Green Tree is the Servicer,
cash collections on the Receivables may, under certain circumstances, be
commingled with the funds of Green Tree prior to each Distribution Date and,
in the event of bankruptcy of Green Tree, the Trust may not have a perfected
interest in such collections.
 
CERTAIN MATTERS RELATING TO BANKRUPTCY
 
  Green Tree warrants to the Transferor in the Purchase Agreement that the
sale of the Receivables by it to the Transferor is a valid sale of the
Receivables to the Transferor. In addition, pursuant to the Purchase
Agreement, Green Tree and the Transferor will agree to treat the transactions
described herein as a sale of such Receivables to the Transferor, and Green
Tree will take all actions that are required under Minnesota law to perfect
the Transferor's ownership interest in the Receivables. Notwithstanding the
foregoing, if Green Tree were to become a debtor in a bankruptcy case and a
creditor or trustee-in-bankruptcy of Green Tree or Green Tree itself as
debtor-in-possession were to take the position that the sale of Receivables
from Green Tree to the Transferor should be recharacterized as a pledge of
such Receivables to secure a borrowing from Green Tree, then delays in
payments of collections of Receivables to the Transferor could occur or
(should the court rule in favor of any such trustee, debtor-in-possession or
creditor) reductions in the amount of such payments could result.
 
  In addition, if Green Tree were to become a debtor in a bankruptcy case and
a creditor or trustee-in-bankruptcy of such debtor or Green Tree itself were
to request a court to order that Green Tree should be substantively
consolidated with the Transferor, delays in payments on the Certificates could
result. Should the bankruptcy court rule in favor of any such creditor,
trustee-in-bankruptcy or Green Tree, reductions in such payments could result.
 
  The Transferor will warrant to the Trust that the transfer of the
Receivables to the Trust is a sale of the Receivables to the Trust or the
grant of a security interest in the Receivables to the Trust. The Transferor
is required to take all actions that are required under Minnesota law to
perfect the Trust's ownership interest or security interest in the Receivables
and the Transferor will warrant to the Trust that the Trust will at all times
have a first priority perfected ownership interest or security interest
therein and, with certain exceptions, the proceeds thereof. Nevertheless, a
tax or government lien on property of Green Tree or the Transferor arising
prior to the time a Receivable is conveyed to the Trust may have priority over
the interest of the Trust in such Receivable. The Transferor's certificate of
incorporation provides that, under certain circumstances, the Transferor is
required to have two independent directors (as defined therein) in which event
it shall not file a voluntary application for relief under Title 11 of the
United States Code (the "Bankruptcy Code") without the affirmative vote of its
two independent directors. Pursuant to the Pooling and Servicing Agreement,
the Trustee, all certificateholders and any credit enhancement provider with
respect to any other series will covenant that they will not at any time
institute against the Transferor any bankruptcy, reorganization or other
proceedings under any federal or state bankruptcy or similar law.
Notwithstanding such steps, if the Transferor were to become a debtor in a
bankruptcy case, and a bankruptcy trustee for the Transferor or the Transferor
as debtor in possession or a creditor of the Transferor were to take the
position that the transfer of the Receivables from the Transferor to the Trust
should be recharacterized as a pledge of such Receivables, then delays in
payments on the Certificates or (should the court rule in favor of any such
trustee, debtor in possession or creditor) reductions in the amount of such
payments could result.
 
  The Transferor does not intend to file, and Green Tree will agree that it
will not cause the Transferor to file, a voluntary application for relief
under the Bankruptcy Code or any similar applicable state law with respect to
the Transferor so long as the Transferor is solvent and does not foresee
becoming insolvent.
 
  If Green Tree or the Transferor were to become a debtor in a bankruptcy case
causing a Pay Out Event to occur, then, pursuant to the Purchase Agreement,
new Receivables would no longer be transferred to the
 
                                      89
<PAGE>
 
Transferor and, pursuant to the Pooling and Servicing Agreement, only
collections on Receivables theretofore sold to the Transferor and transferred
to the related Trust would be available to be applied to pay interest accruing
on the Certificates and to pay the principal amount of the Certificates. Under
such circumstances, the Servicer is obligated to allocate all Principal
Collections to the oldest principal balance first. If such allocation method
were to be altered by the bankruptcy court, the rate of payment on the
Certificates might be adversely affected. In addition, distributions of
principal on each Certificate would not be subject to the applicable
Controlled Accumulation Amount. If the only Pay Out Event to occur is either
the insolvency of the Transferor or the appointment of a bankruptcy trustee or
receiver for the Transferor, the receiver or bankruptcy trustee for the
Transferor may have the power to continue to require the Transferor to
transfer new Principal Receivables to the Trust and to prevent the early sale,
liquidation, or disposition of the Receivables and the commencement of the
Early Amortization Period. See "Description of the Offered Certificates--Pay
Out Events."
 
  The occurrence of certain events of bankruptcy, insolvency or receivership
with respect to the Servicer will result in a Servicer Default, which Servicer
Default, in turn, will result in a Pay Out Event. If no other Servicer Default
other than the commencement of such bankruptcy or similar event exists, a
trustee-in-bankruptcy of the Servicer may have the power to prevent either the
Trustee or the Certificateholders from appointing a successor Servicer.
 
  Payments made in respect of repurchases of Receivables by Green Tree or the
Transferor pursuant to the Pooling and Servicing Agreement and the Series
1998-2 Supplement may be recoverable by Green Tree or the Transferor, as
debtor in possession, or by a creditor or a trustee-in-bankruptcy of Green
Tree or the Transferor as a preferential transfer from Green Tree or the
Transferor if such payments are made within one year prior to the filing of a
bankruptcy case in respect of Green Tree or the Transferor.
 
  In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir. 1993), the
United States Court of Appeals for the 10th Circuit suggested that even where
a transfer of accounts from a seller to a buyer constitutes a "true sale," the
accounts would nevertheless constitute property of the seller's bankruptcy
estate in a bankruptcy of the seller. If Green Tree or the Transferor were to
become subject to a bankruptcy proceeding and a court were to follow the
Octagon court's reasoning, Certificateholders might experience delays in
payment or possibly losses in their investment in the Certificates. Counsel
has advised the seller that the reasoning of the Octagon case appears to be
inconsistent with established precedent and the UCC. In addition, because
Green Tree, the Transferor, the Trust and the transaction governed by the
Pooling and Servicing Agreement do not have any particular link to the 10th
Circuit, it is unlikely that Green Tree or the Transferor would be subject to
a receivership proceeding in the 10th Circuit. Accordingly, the Octagon case
should not be binding precedent on a court in a receivership proceeding.
 
SECURITY INTERESTS IN THE RELATED PRODUCTS
 
  The Transferor represents and warrants in the Pooling and Servicing
Agreement that each Receivable is at the time of creation secured by a first
priority security interest in the related product or accounts receivable.
Generally, under applicable state laws, a security interest in goods or
accounts receivable which secure wholesale financing obligations may be
perfected by the filing of UCC financing statements. Green Tree endeavors to
take all actions necessary under applicable state laws to perfect Green Tree's
(or a subsidiary's) security interest in such goods and accounts receivable.
However, at the time a product is sold or an account receivable is paid, Green
Tree's (or a subsidiary's) security interest therein will terminate.
Therefore, if a Dealer fails to remit to Green Tree amounts owed with respect
to a product that has been sold or an account receivable that has been paid,
the related Receivables will no longer be secured by such goods or accounts
receivable.
 
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<PAGE>
 
                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
  Set forth below is a discussion of the material federal income tax
consequences to Certificate Owners. This discussion is based upon present
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the
regulations promulgated thereunder, and judicial or ruling authority, all of
which are subject to change (which may be retroactive). Dorsey & Whitney LLP,
counsel to Green Tree and the Transferor ("Counsel"), is delivering its
opinion regarding certain federal income tax matters discussed below. The
opinion of Counsel specifically addresses only those issues specifically
identified below as being covered by such opinion; however, the opinion of
Counsel also states that the additional discussion set forth below accurately
sets forth Counsel's advice with respect to material tax issues. No ruling on
any of the issues discussed below will be sought from the Internal Revenue
Service (the "IRS"). This discussion does not deal with all aspects of federal
income taxation that may be relevant to Offered Certificate Owners in light of
their personal investment circumstances, nor to certain types of owners
subject to special treatment under the federal income tax laws (e.g., banks,
life insurance companies and tax-exempt organizations). Prospective investors
are encouraged to consult their own tax advisors with regard to the federal
income tax consequences of owning and disposing of the Certificates, as well
as the tax consequences arising under the laws of any applicable state,
foreign country or other jurisdiction.
 
  Treatment of the Certificates as Indebtedness of the Transferor. The
Transferor and the holders of Certificates will express in the Pooling and
Servicing Agreement the intent that, for federal, state and local income and
franchise tax purposes, the Offered Certificates will be indebtedness secured
by the Receivables and any other Trust assets allocable to the Offered
Certificates. The Transferor, by entering into the Pooling and Servicing
Agreement, and each Offered Certificate Owner, by the acceptance of an
interest in an Offered Certificate, will agree to treat the Offered
Certificates as indebtedness for federal, state and local income and franchise
tax purposes. The Pooling and Servicing Agreement generally will refer to the
transfer of the related Receivables as a "sale," however, and since different
criteria are used in determining the nontax accounting treatment of the
transaction, the Transferor will treat the Pooling and Servicing Agreement,
for certain nontax purposes, as effecting a transfer of an ownership interest
in the Receivables and not as creating a debt obligation.
 
  A basic premise of federal income tax law is that the economic substance of
a transaction generally determines the tax consequences. The form of a
transaction, while a relevant factor, is not conclusive evidence of its
economic substance. In appropriate circumstances, the courts have allowed
taxpayers, as well as the IRS, to treat a transaction in accordance with its
economic substance, as determined under federal income tax law, even though
the participants in the transaction have characterized it differently for
nontax purposes.
 
  The determination of whether the economic substance of a property transfer
is a sale or a loan secured by the transferred property has been made by the
IRS and the courts on the basis of numerous factors designed to determine
whether the transferor has relinquished (and the transferee has obtained)
substantial incidents of ownership in the property. Among those factors, the
primary factors examined are whether the transferee has the opportunity to
gain if the property increases in value and bears the risk of loss if the
property decreases in value. Based upon an analysis of such factors, Counsel's
opinion provides that for federal income tax purposes the Offered Certificates
will be characterized as indebtedness secured by the Receivables and any other
Trust assets, and the Trust will not be characterized as an "association,"
"publicly traded partnership" or "taxable mortgage pool" taxable as a
corporation.
 
  Interest Income to Certificate Owners. Assuming the Offered Certificates are
debt obligations for federal income tax purposes, interest on the Offered
Certificates will be taxable as ordinary interest income when received by
Certificate Owners utilizing the cash-basis method of accounting and when
accrued by Certificate Owners utilizing the accrual method of accounting.
Under the applicable regulations, the Offered Certificates would be considered
issued with original issue discount ("OID") if the "stated redemption price at
maturity" of an Offered Certificate (generally equal to its principal amount
as of the date of issuance plus all interest other than "qualified stated
interest" payable prior to or at maturity) exceeds the original issue price
(in this case, the initial offering price at which a substantial amount of the
Offered Certificates are sold to the public). Any OID would be considered de
minimis under the regulation if it does not exceed 1/4% of the stated
redemption price at
 
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<PAGE>
 
maturity of an Offered Certificate multiplied by the number of full years
until its maturity date. It is anticipated that the Offered Certificates will
not be considered issued with more than de minimis OID. Under the OID
regulations, an owner of an Offered Certificate issued with a de minimis
amount of OID must include such OID in income, on a pro rata basis, as
principal payments are made on the Offered Certificate.
 
  While it is not anticipated that the Offered Certificates will be issued
with more than de minimis OID, it is possible that they will be so issued or
will be deemed to be issued with OID. This deemed OID could arise, for
example, if interest payments on the Offered Certificates are not deemed to be
"qualified stated interest" because the Offered Certificates do not provide
for default remedies ordinarily available to holders of debt instruments or
because no penalties are imposed as a result of any failure to make interest
payments on the Offered Certificates. In addition, under the OID regulations,
certain variable interest rates, including rates based upon the weighted
average interest rate of the Receivables, may not be treated as qualified
stated interest. Based upon existing authority, however, the Transferor and
the Trustee will treat interest payments on the Offered Certificates as
qualified stated interest under the OID regulations. If the Offered
Certificates are issued or are deemed to be issued with OID, all or a portion
of the taxable income to be recognized with respect to the Offered
Certificates would be includible in the income of Certificate Owners as OID.
Any amount treated as OID would not, however, be includible again when the
amount is actually received. If the yield on a class of Offered Certificates
were not materially different from its coupon, this treatment would have no
significant effect on Certificate Owners using the accrual method of
accounting. However, cash method Certificate Owners may be required to report
income with respect to the Offered Certificates in advance of the receipt of
cash attributable to such income.
 
  A Certificate Owner must include OID in income as interest over the term of
the Offered Certificate under a constant yield method. In general, OID must be
included in income in advance of the receipt of cash representing that income.
Each Certificate Owner should consult its own tax advisor regarding the impact
of the OID rules if the Offered Certificates are issued with OID.
 
  A Certificate Owner who purchases an Offered Certificate at a discount may
be subject to the "market discount" rules of the Code. These rules provide, in
part, for the treatment of gain attributable to accrued market discount as
ordinary income upon the receipt of partial principal payments or on the sale
or other disposition of the Offered Certificate, and for the deferral of
interest deductions with respect to debt incurred to acquire or carry the
market discount Offered Certificate. A Certificate Owner who purchases an
Offered Certificate at a premium may elect to amortize and deduct this premium
over the remaining term of the Offered Certificate in accordance with rules
set forth in Section 171 of the Code.
 
  As an alternative to the above treatments, accrual method Certificate Owners
may elect to include in gross income all interest with respect to an Offered
Certificate, including stated interest, acquisition discount, OID, de minimis
OID, market discount, de minimis market discount, and unstated interest, as
adjusted by any amortizable bond premium or acquisition premium, using the
constant yield method.
 
  Disposition of Offered Certificates. Generally, gain or loss will be
recognized on a sale or other taxable disposition of Offered Certificates in
an amount equal to the difference between the amount realized and the seller's
tax basis in the Offered Certificates. A Certificate Owner's tax basis in an
Offered Certificate will generally equal the cost thereof increased by any
OID, market discount and gain previously included by such Certificate Owner in
income with respect to the Offered Certificate and decreased by any bond
premium previously amortized and any principal payments previously received by
such Certificate Owner with respect to the Offered Certificate. Any such gain
or loss will be capital gain or loss if the Offered Certificate was held as a
capital asset, except for gain representing accrued interest and accrued
market discount not previously included in income. Any such capital gain would
be taxed at long-term rates if the Offered Certificate is held for more than
18 months, at mid-term rates if held for more than 12 but not more than 18
months and at short-term rates if held for not more than 12 months.
 
 
                                      92
<PAGE>
 
  Information Reporting and Backup Withholding. The Trustee will be required
to report annually to the IRS, and to each Offered Certificateholder of
record, the amount of interest paid on the Offered Certificates (and the
amount of interest withheld for federal income taxes, if any) for each
calendar year, except as to exempt holders (generally, holders that are
corporations, tax-exempt organizations, qualified pension and profit-sharing
trusts, individual retirement accounts, or nonresident aliens who provide
certification of their status as nonresidents). As long as the only
"Certificateholder" of record is Cede & Co., as nominee for DTC, Certificate
Owners and the IRS will receive tax and other information only from
Participants and Indirect Participants rather than from the Trustee. Each
nonexempt Offered Certificate Owner will be required to provide, under
penalties of perjury, a certificate on IRS Form W-9 containing the Owner's
name, address, federal taxpayer identification number and a statement that
such Owner is not subject to backup withholding. Should a nonexempt Offered
Certificate Owner fail to provide the required certification, the Trustee (or
the Participants or Indirect Participants) will be required to withhold (or
cause to be withheld) 31% of the interest (and principal) otherwise payable to
the Owner, and remit the withheld amounts to the IRS as a credit against the
Owner's federal income tax liability.
 
  Possible Classification of the Trust as a Partnership or Association. As
described above, it is the opinion of Counsel that for federal income tax
purposes the Offered Certificates will be characterized as debt and the Trust
will not be characterized as an association, publicly traded partnership or
taxable mortgage pool taxable as a corporation. However, this opinion is not
binding on the IRS and no assurance can be given that this characterization
will be sustained.
 
  If the IRS were to contend successfully that any class of Certificates is
not debt for federal income tax purposes, the Trust might be classified for
federal income tax purposes as a partnership, an association taxable as a
corporation, or a publicly traded partnership taxable as a corporation. In the
opinion of Counsel, if the Class C Certificates were sold to investors and the
IRS were to contend successfully that the Class C Certificates were not debt
for federal income tax purposes (assuming that neither the Class A or Class B
Certificates, nor certificates of any other outstanding series, were also
recharacterized) the arrangement among the Transferor and the Class C
Certificateholders would be classified as a partnership for federal income tax
purposes and would not be treated as a publicly traded partnership because of
an exception for (i) an entity whose income is interest income that is not
derived in the conduct of a financial business or (ii) partnership interests
that are privately placed. In such case, the partnership would not be subject
to federal income tax. If the Class A or Class B Certificates are treated as
equity interests in a partnership, the partnership would in all likelihood be
treated as a publicly traded partnership. A publicly traded partnership is, in
general, taxable as a corporation. If the partnership were nevertheless not
taxable as a corporation because of an exception for an entity whose income is
interest income that is not derived in the conduct of a financial business, it
would not be subject to federal income tax. Rather, each item of income, gain,
loss, deduction and credit generated through the ownership of the Receivables
by the partnership would be passed through to the partners in the partnership
(including the Certificate Owners) according to their respective interests
therein.
 
  The income reportable by the Offered Certificate Owners as partners in such
a partnership could differ from the income reportable by them as holders of
debt. However, except as provided below, it is not expected that such
differences would be material. If the Offered Certificate Owners were treated
as partners, a cash-basis Certificate Owner might be required to report income
when it accrues to the partnership rather than when it is received by the
Certificate Owner. Moreover, if the Offered Certificates are interests in a
partnership, an individual Certificate Owner's share of expenses of the
partnership would be miscellaneous itemized deductions that might not be
deductible in whole or in part, causing the Certificate Owner to be taxable on
a greater amount of income than the stated interest on the Offered
Certificates. Finally, if any class of Certificates is treated as equity in a
partnership in which other Certificates are debt, all or part of a tax-exempt
Certificate Owner's share of income from Certificates treated as equity would
be treated as unrelated debt-financed income taxable to the Certificate Owner.
 
  Alternatively, if the Trust were treated as either an association taxable as
a corporation, a publicly traded partnership or taxable mortgage pool taxable
as a corporation, the resulting entity would be subject to federal income
taxes at corporate tax rates on its taxable income generated by ownership of
the Receivables.
 
                                      93
<PAGE>
 
Distributions by the entity (other than interest distributions on classes of
Certificates properly characterized as debt) would probably not be deductible
in computing the entity's taxable income. Such an entity-level tax could
result in reduced distributions to Offered Certificate Owners, and the Offered
Certificate Owners could be liable for a share of such a tax. Moreover, all or
part of the distributions on Certificates treated as equity would probably be
treated as dividend income to the recipients, although such dividends might,
under certain circumstances, be eligible for the dividends received deduction
under the Code.
 
  Since the Transferor will treat the Offered Certificates as indebtedness for
federal income tax purposes, the Trustee (and Participants and Indirect
Participants) will not comply with the tax reporting requirements that would
apply under these alternative characterizations of the Offered Certificates.
 
  Foreign Investors. If, in accordance with the opinion of Counsel, the
Offered Certificates are classified as debt for federal income tax purposes,
the following information describes the federal income tax treatment of
investors that are not U.S. persons (each a "Foreign Person"). The term
"Foreign Person" means any person other than (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity organized in or
under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is includible in gross income for U.S.
federal income tax purposes, regardless of its source or (iv) a trust if (A) a
court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust or (B) the trust
was in existence on August 20, 1996, was treated as a United States person at
that time and has in effect an election to continue to be so treated.
 
    (a) Interest paid or accrued to a Foreign Person would be exempt from
  U.S. withholding taxes (including backup withholding taxes); provided that
  the Foreign Person complies with applicable identification requirements
  (and does not actually or constructively own 10% or more of the voting
  stock of Green Tree, is not a controlled foreign corporation with respect
  to Green Tree and is not a bank receiving interest described in Section
  881(c)(3)(A) of the Code). Applicable identification requirements will be
  satisfied if there is delivered to a securities clearing organization (or
  bank or other financial institution that holds the Offered Certificates on
  behalf of the customer in the ordinary course of its trade or business) (i)
  IRS Form W-8 signed under penalties of perjury by the beneficial owner of
  the Offered Certificates stating that the owner is not a U.S. person and
  providing the owner's name and address, (ii) IRS Form 1001 signed by the
  beneficial owner of the Offered Certificates or the owner's agent claiming
  exemption from withholding under an applicable tax treaty, or (iii) IRS
  Form 4224 signed by the beneficial owner of the Offered Certificates or the
  owner's agent claiming exemption from withholding of tax on income
  connected with the conduct of a trade or business in the United States;
  provided that in any such case (x) the applicable form is delivered
  pursuant to applicable procedures and is properly transmitted to the United
  States entity otherwise required to withhold tax and (y) none of the
  entities receiving the form has actual knowledge that the owner is a U.S.
  person or that any certification on the form is false.
 
    (b) An owner of an Offered Certificate who is a Foreign Person will not
  be subject to United States federal income tax on gain realized on the
  sale, exchange or redemption of the Offered Certificate, provided that (i)
  the gain is not effectively connected to a trade or business carried on by
  the owner in the United States, (ii) in the case of an owner who is an
  individual, the owner is not present in the United States for 183 days or
  more during the taxable year in which the sale, exchange or redemption
  occurs, (iii) in the case of gain representing accrued interest, the
  conditions described in clause (a) are satisfied, and (iv) the Offered
  Certificate was held as a capital asset.
 
    (c) If the interest, gain or income on an Offered Certificate held by a
  Foreign Person is effectively connected with the conduct of a trade or
  business in the United States by the Foreign Person, the holder (although
  exempt from the withholding tax previously discussed if an appropriate
  statement is furnished) generally will be subject to United States federal
  income tax on the interest, gain or income at regular federal income tax
  rates. In addition, if the Foreign Person is a foreign corporation, it may
  be subject to a branch profits tax equal to 30 percent of its "effectively
  connected earnings and profits" within the meaning
 
                                      94
<PAGE>
 
  of the Code for the taxable year, as adjusted for certain items, unless it
  qualifies for a lower rate under an applicable tax treaty.
 
    (d) An Offered Certificate owned by an individual who at the time of
  death is a nonresident alien will not be subject to United States federal
  estate tax as a result of the owner's death if, immediately before his
  death, (i) the decedent did not actually or constructively own 10% or more
  of the voting stock of Green Tree Financial Corporation and (ii) the
  ownership of the Offered Certificate was not effectively connected with the
  conduct by the decedent of a trade or business in the United States.
 
  Final regulations dealing with withholding tax on income paid to foreign
persons, backup withholding tax, and related matters (the "New Withholding
Regulations") were issued by the Treasury Department on October 6, 1997. The
New Withholding Regulations will generally be effective for payments made
after December 31, 1998, subject to certain transition rules. In certain
circumstances, the New Withholding Regulations may impose stricter
certification requirements than the regulations presently in effect.
Prospective holders of Offered Certificates are urged to consult their own tax
advisors with respect to the New Withholding Regulations.
 
  If the IRS were to contend successfully that the Offered Certificates are
equity interests in a partnership (not taxable as a corporation), an Offered
Certificate Owner that is a Foreign Person might be required to file a U.S.
income tax return and pay tax on its share of partnership income at regular
U.S. rates, including, in the case of a corporation, the branch profits tax
(and would be subject to withholding tax on its share of partnership income).
If the Offered Certificates are recharacterized as equity interests in an
association taxable as a corporation or a publicly traded partnership taxable
as a corporation, an owner who is a Foreign Person would generally be taxed
(and be subject to withholding) on the gross amount of the distributions on
the Offered Certificates, to the extent they are treated as dividends, at the
rate of 30% (unless the rate is reduced by applicable treaty).
 
STATE AND LOCAL TAX CONSEQUENCES
 
  The activities to be undertaken by the Servicer in servicing and collecting
the Receivables will take place in Minnesota. The State of Minnesota imposes
an income tax on individuals, trusts and estates and a franchise tax measured
by net income on corporations. This discussion of Minnesota taxation is based
upon current statutory provisions and the regulations promulgated thereunder,
and applicable judicial or ruling authority, all of which are subject to
change (which may be retroactive). No ruling on any of the issues discussed
below will be sought from the Minnesota Department of Revenue.
 
  If the Offered Certificates are treated as debt for federal income tax
purposes, in the opinion of Counsel this treatment will also apply for
Minnesota tax purposes, and the Trust will not be characterized as an
association, publicly traded partnership or taxable mortgage pool taxable as a
corporation for Minnesota tax purposes. Certificate Owners not otherwise
subject to Minnesota income or franchise taxation would not become subject to
such a tax solely because of their ownership of the Offered Certificates.
Certificate Owners already subject to income or franchise taxation in
Minnesota could, however, be required to pay such a tax on all or a portion of
the income generated from ownership of the Offered Certificates.
 
  If the Trust is treated as a partnership (not taxable as a corporation) for
federal income tax purposes, in the opinion of Counsel the Trust would also be
treated as such a partnership for Minnesota income tax purposes. The
partnership therefore would not be subject to Minnesota taxation. Certificate
Owners that are not otherwise subject to Minnesota income or franchise
taxation would not become subject to such a tax solely because of their
interests in the constructive partnership. Certificate Owners already subject
to income or franchise taxation in Minnesota could, however, be required to
pay such a tax on all or a portion of the income from the constructive
partnership.
 
  If the Offered Certificates are treated as ownership interests in an
association or publicly traded partnership taxable as a corporation, in the
opinion of Counsel this treatment would also apply for Minnesota income and
franchise tax purposes. Pursuant to this treatment, the Trust would be subject
to the Minnesota franchise tax
 
                                      95
<PAGE>
 
measured by net income (which could result in reduced distributions to
Certificate Owners). Certificate Owners that are not otherwise subject to
Minnesota income or franchise taxation would not become subject to such a tax
solely because of their interests in the constructive corporation. Certificate
Owners already subject to income or franchise taxation in Minnesota could,
however, be required to pay such a tax on all or a portion of the income from
the constructive corporation.
 
  Because state tax laws vary, it is not possible to describe the tax
consequences to the Certificate Owners in all of the states. Certificate
Owners are therefore urged to consult their own tax advisors with respect to
the state tax treatment of the Offered Certificates and income derived
therefrom.
 
                     EMPLOYEE BENEFIT PLAN CONSIDERATIONS
 
  Section 406 of ERISA and Section 4975 of the Code prohibit a pension, profit
sharing or other employee benefit plan that is subject to such provisions from
engaging in certain transactions involving "plan assets" with persons that are
"parties in interest" under ERISA or "disqualified persons" under the Code
with respect to the plan. ERISA also imposes certain duties on persons who are
fiduciaries of plans subject to ERISA and prohibits certain transactions
between a plan and parties in interest with respect to such plans. Under
ERISA, any person who exercises any authority or control respecting the
management or disposition of the assets of a plan is considered to be a
fiduciary of such plan (subject to certain exceptions not here relevant). A
violation of these "prohibited transaction" rules may generate excise tax and
other liabilities under ERISA and the Code for such persons.
 
  Plan fiduciaries must determine whether the acquisition and holding of the
Offered Certificates and the operations of the Trust would result in direct or
indirect prohibited transactions under ERISA and the Code. The operations of
the Trust could result in prohibited transactions if Benefit Plans that
purchase the Offered Certificates are deemed to own an interest in the
underlying assets of the Trust. There may also be an improper delegation of
the responsibility to manage Benefit Plan assets if Benefit Plans that
purchase the Offered Certificates are deemed to own an interest in the
underlying assets of the Trust.
 
  Pursuant to a final regulation (the "Final Regulation") issued by the
Department of Labor (the "DOL") concerning the definition of what constitutes
the "plan assets" of an employee benefit plan subject to Title I of ERISA or
Section 4975 of the Code, or an individual retirement account ("IRA")
(collectively referred to as "Benefit Plans"), the assets and properties of
certain entities in which a Benefit Plan makes an equity investment could be
deemed to be assets of the Benefit Plan in certain circumstances. Accordingly,
if Benefit Plans purchase Offered Certificates, the Trust could be deemed to
hold plan assets unless one of the exceptions under the Final Regulation is
applicable to the Trust.
 
  The Final Regulation applies to the purchase by a Benefit Plan of an "equity
interest" in an entity. Assuming that interests in Offered Certificates are
equity interests, the Final Regulation contains an exception that provides
that if a Benefit Plan acquires a "publicly offered security," the issuer of
the security is not deemed to hold plan assets. A publicly offered security is
a security that is (i) freely transferable, (ii) part of a class of securities
that is owned by 100 or more investors independent of the issuer and of one
another and (iii) either is (A) part of a class of securities registered under
Section 12(b) or 12(g) of the Exchange Act or (B) sold to the plan as part of
an offering of securities to the public pursuant to an effective registration
statement under the Securities Act and the class of securities of which such
security is a part is registered under the Exchange Act within 120 days (or
such later time as may be allowed by the Commission) after the end of the
fiscal year of the issuer during which the offering of such securities to the
public occurred. In addition, the Final Regulation provides that if at all
times less that 25% of the value of all classes of equity interests in
Certificates are held by benefit plan investors (which is defined as including
plans subject to ERISA, government plans and IRA's), the investing plan's
assets will not include any of the underlying assets of the Trust.
 
 
                                      96
<PAGE>
 
  The Underwriter of the Class A Certificates and the Class B Certificates
expects that the Offered Certificates will not be held by at least 100
persons. Consequently, the publicly offered security exception contained in
the Final Regulation will not be met with respect to the Offered Certificates.
Consequently, no transfer of an Offered Certificate will be permitted to be
made to a Benefit Plan unless such Benefit Plan, at its expense, delivers to
the Trustee and the Transferor an opinion of counsel satisfactory to them to
the effect that the purchase or holding of an Offered Certificate by such
Benefit Plan will not result in the assets of the Trust being deemed to be
"assets of the Benefit Plan" or subject to the prohibited transaction
provisions of ERISA and the Code and will not subject the Trustee, the
Transferor or the Servicer to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement. Unless such opinion is delivered, each
person acquiring an Offered Certificate or the beneficial ownership of an
Offered Certificate will be deemed to represent to the Trustee, the Transferor
and the Servicer that such person is not a Benefit Plan subject to ERISA or
Section 4975 of the Code.
 
  If interests in a Class of the Offered Certificates fail to meet the
criteria of publicly offered securities, the Trust's assets may be deemed to
include assets of Benefit Plans that are holders of the Certificates of such
Class, and transactions involving the Trust and "parties in interest" or
"disqualified persons" with respect to such Benefit Plans might be prohibited
under Section 406 of ERISA and Section 4975 of the Code unless an exemption is
applicable. In addition, the Transferor or the Underwriter may be considered
to be a party in interest, disqualified person or fiduciary with respect to an
investing Benefit Plan. Accordingly, an investment by a Benefit Plan in
Offered Certificates may be a prohibited transaction under ERISA and the Code
unless such investment is subject to a statutory or administrative exemption.
Thus, for example, if a participant in any Benefit Plan is an Obligor, under
DOL interpretations the purchase of interests in Offered Certificates by such
plan could constitute a prohibited transaction. Five class exemptions issued
by the DOL that could apply in such event are DOL Prohibited Transaction
Exemption 84-14 (Class Exemption for Plan Asset Transactions Determined by
Independent Qualified Professional Asset Managers), 91-38 (Class Exemption for
Certain Transactions Involving Bank Collective Investment Funds), 90-1 (Class
Exemption for Certain Transactions Involving Insurance Company Pooled Separate
Accounts), 95-60 (Class Exemption for Certain Transactions Involving Insurance
Company General Accounts) and 96-23 (Class Exemption for Plan Asset
Transactions Determined by In-house Asset Managers). There is no assurance
that these exemptions even if all of the conditions specified therein are
satisfied, or any other exemption will apply to all transactions involving the
Trust's assets.
 
  In light of the foregoing, fiduciaries of a Benefit Plan considering the
purchase of interests in Offered Certificates should consult their own counsel
as to whether the assets of the Trust which are represented by such interests
would be considered plan assets, and whether, under the general fiduciary
standards of investment prudence and diversification, an investment in Offered
Certificates is appropriate for the Benefit Plan taking into account the
overall investment policy of the Benefit Plan and the composition of the
Benefit Plan's investment portfolio. In addition, fiduciaries should consider
the consequences that would apply if the Trust's assets were considered plan
assets, the applicability of exemptive relief from the prohibited transaction
rules, and, whether all conditions for such exemptive relief would be
satisfied. In this regard, purchasers that are insurance companies should
consult with their counsel with respect to the United States Supreme Court
case interpreting the fiduciary responsibility rules of ERISA, John Hancock
Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 144 S.Ct. 517
(1993). In John Hancock, the Supreme Court ruled that assets held in an
insurance company's general account may be deemed to be "plan assets" for
ERISA purposes under certain circumstances. Prospective purchasers should
determine whether the decision affects their ability to make purchases of the
Offered Certificates.
 
                                      97
<PAGE>
 
                                 UNDERWRITING
 
  Subject to the terms and conditions set forth in an Underwriting Agreement
dated      , 1998 (the "Underwriting Agreement"), among the Transferor, Green
Tree and J.P. Morgan Securities Inc. (the "Underwriter"), the Transferor has
agreed to sell to the Underwriter, and the Underwriter has agreed to purchase
from the Transferor, the entire principal amount of the Offered Certificates.
 
 
  In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all the Offered
Certificates offered hereby if any Offered Certificates are purchased.
 
  The Transferor has been advised by the Underwriter that the Underwriter
intends initially to sell the Class A Certificates to a trust with respect to
which the Underwriter will act as depositor. The Transferor has been advised
by the Underwriter that the Underwriter proposes initially to offer the Class
B Certificates to the public at the public offering price set forth on the
cover page of this Prospectus, and to certain dealers at such price less a
concession not in excess of    % of the principal amount of the Class B
Certificates. The Underwriter may allow, and such dealers may reallow, a
discount with respect to the Class B Certificates not in excess of     % of
such principal amount to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
 
  The Underwriting Agreement provides that the Transferor and Green Tree will
indemnify the Underwriter against certain liabilities, including liabilities
under applicable securities laws, or contribute to payments the Underwriter
may be required to make in respect thereof.
 
  The Underwriter has represented and agreed that (i) it has not offered or
sold and, prior to the expiration of the period of six months from the Closing
Date, will not offer or sell any Class A or Class B Certificates to persons in
the United Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulation 1995; (ii) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 with respect to anything done by
it in relation to the Class A or Class B Certificates in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and
will only issue or pass on in the United Kingdom any document received by it
in connection with the issue of the Class A or Class B Certificates to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995, or is a person
to whom such document may otherwise lawfully be issued or passed on.
 
  In connection with the offering, the Underwriter may engage in transactions
that stabilize, maintain or otherwise affect the price of the Offered
Certificates. Specifically, the Underwriter may overallot the offering,
creating a syndicate short position. The Underwriter may bid for and purchase
Offered Certificates in the open market to cover syndicate short positions. In
addition, the Underwriter may bid for and purchase Offered Certificates in the
open market to stabilize the price of the Offered Certificates. These
activities may stabilize or maintain the market price of the Offered
Certificates above independent market levels. The Underwriter is not required
to engage in these activities, and may end these activities at any time.
 
                        LISTING AND GENERAL INFORMATION
 
  The Transferor has taken all reasonable care to ensure that the information
in this Prospectus in relation to the Transferor, the Trust, the Offered
Certificates and the Servicer is true and accurate in all material respects
and that in relation to the Transferor, the Trust, the Offered Certificates
and the Servicer there are no material facts the omission of which would make
misleading any statement herein, whether fact or opinion. The Transferor
accepts responsibility for the information contained in this Prospectus.
 
 
                                      98
<PAGE>
 
  Application has been made to list the Offered Certificates on the Luxembourg
Stock Exchange. In connection with the listing application, the Certificate of
Incorporation and Bylaws of the Transferor, as well as legal notice relating
to the issuance of the Offered Certificates will be deposited prior to listing
with the Chief Registrar of the District Court of Luxembourg, where copies
thereof may be obtained upon request. Once the Certificates have been so
listed, trading of the Offered Certificates may be effected on the Luxembourg
Stock Exchange. The Class A Certificates and the Class B Certificates have
been accepted for clearance through the facilities of DTC, Cedel and Euroclear
under the following common codes:         for the Class A Certificates and
        for the Class B Certificates. The ISIN number for the Class A
Certificates is              and for the Class B Certificates is             .
 
  The transactions contemplated in this Prospectus were authorized by
resolutions adopted by the Transferor on September 13, 1995, and     , 1998.
 
  There have been no material adverse changes in the composition of the Trust
Portfolio since       , 1998.
 
  Copies of the Purchase Agreement, the Pooling and Servicing Agreement, the
Series 1998-2 Supplement, a form of Floorplan Agreement, the annual report of
independent public accountants described in "Description of the Offered
Certificates--Evidence as to Compliance" in the Prospectus, the documents
listed under "Available Information" and the reports to Certificateholders
referred to under "Reports to Certificateholders" and "Description of the
Offered Certificates--Reports to Certificateholders" in the Prospectus will be
available at the office of the Listing Agent of the Trust in Luxembourg, whose
address is 80, place de la Gare 1616, Luxembourg. Financial information
regarding the Transferor will be included in the consolidated financial
statements of Green Tree Financial Corporation in its Annual Report on Form
10-K for the fiscal year ended December 31, 1997, which will be available at
the office of the Listing Agent in Luxembourg, along with future quarterly and
annual reports of Green Tree Financial Corporation. In the event that the
Listing Agent is changed or replaced, in any manner, the Trustee will publish
or will cause to be published in the Luxemburger Wort a notice to the effect
that a change in the Listing Agent has occurred and other relevant
information.
 
  If the Offered Certificates are listed on the Luxembourg Stock Exchange, the
Trustee will publish or will cause to be published following each Distribution
Date in the Luxemburger Wort a notice to the effect that copies of the
statements described under "Description of the Offered Certificates--Reports
to Certificateholders" will be available for collection at the main office of
the Listing Agent of the Trust in Luxembourg.
 
  If the Offered Certificates are listed on the Luxembourg Stock Exchange, all
notices to Certificateholders will be given by publication in the Luxemburger
Wort. In the event that Definitive Certificates are issued, notices to
Certificateholders will also be given by mail to the address of such holders
as they appear in the Certificate Register.
 
  The Offered Certificates, the Pooling and Servicing Agreement, the 1998-2
Series Supplement and the Receivables Purchase Agreement are governed by the
laws of the State of Minnesota. The Trust was organized under the laws of the
State of Minnesota.
 
  The Certificates, the Pooling and Servicing Agreement and the Series 1998-2
Supplement are governed by the laws of the State of Minnesota.
 
                                 LEGAL MATTERS
 
  The legality of the Offered Certificates will be passed upon for the
Transferor and Green Tree by Dorsey & Whitney LLP, Minneapolis, Minnesota. The
material federal income tax consequences of the Certificates will be passed
upon for the Transferor by Dorsey & Whitney LLP. Certain legal matters
relating to the Offered Certificates will be passed upon for the Underwriter
by Brown & Wood LLP.
 
                                      99
<PAGE>
 
                               GLOSSARY OF TERMS
 
  There follows abbreviated definitions of certain capitalized terms used in
the Prospectus. The Pooling and Servicing Agreement and the 1998-2 Series
Supplement may contain a more complete definition of certain of the terms
defined herein and reference should be made to the Pooling and Servicing
Agreement and the 1998-2 Series Supplement for a more complete definition of
all such terms.
 
  "ABC Fixed/Floating Allocation Percentage" means, (i) for any business day
on which the Pre-Allocated Invested Amount is greater than zero, zero, and
(ii) for any business day on which the Pre-Allocated Invested Amount is zero,
the percentage equivalent of a fraction, the numerator of which is the sum of
the Class A Invested Amount, the Class B Invested Amount and the Class C
Invested Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the sum of the aggregate amount of
the Pool Balance and the amount on deposit in the Excess Funding Account at
the end of the preceding business day and (b) the sum of the numerators used
to calculate the allocation percentages with respect to Principal Receivables
for all Series.
 
  "ABC Investor Default Amount" means an amount equal to the product of (a)
the sum of the Class A Floating Allocation Percentage, the Class B Floating
Allocation Percentage and the Class C Floating Allocation Percentage
applicable on such business day and (b) the aggregate principal amount of
Defaulted Receivables identified since the prior reporting date.
 
  "Accounts" mean the revolving credit agreements entered into with Green Tree
or one of its subsidiaries by dealers, manufacturers and distributors located
throughout the United States to finance their production and inventory of
consumer and commercial products.
 
  "Accumulation Period Commencement Date" means the first day of the
Monthly Period, if the Accumulation Period Length is four months, the first
day of the          Monthly Period, if the Accumulation Period Length is three
months, the first day of the          Monthly Period, if the Accumulation
Period Length is two months and the first day of the          Monthly Period
if the Accumulation Period Length is one month; provided, however, if the
Accumulation Period Length has been determined to be less than four months
and, after such determination, any outstanding Series enters into an early
amortization period, the Accumulation Period Commencement Date shall be the
earlier of (i) the date that such outstanding Series entered into its early
amortization period and (ii) the Accumulation Period Commencement Date, as
previously determined.
 
  "Accumulation Period Length" means the one, two, three or four month(s)
period, determined on             , and shall be calculated as the product,
rounded upwards to the nearest integer, of (a) four and (b) a fraction, the
numerator of which is the Invested Amount as of           (after giving effect
to all changes therein on such date) and the denominator of which is the sum
of such Invested Amount and the invested amounts as of       (after giving
effect to all changes therein on such date) of all other outstanding Series
whose respective revolving periods are not scheduled to end before the last
day of the       Monthly Period.
 
  "Accumulation Shortfall" means, for the succeeding Monthly Period, the
amount by which the Controlled Deposit Amount exceeds the amount deposited in
the Principal Account for any Monthly Period.
 
  "Addition Date" means in the case of an Additional Account, the date of its
designation for inclusion as an Account and the date the related Receivables
are transferred to the Trust.
 
  "Additional Accounts" means the additional Eligible Accounts which the
Transferor and Green Tree have the right (subject to certain limitations and
conditions), and in some circumstances are obligated, to designate from time
to time to be included as Accounts and to convey to the Trust the Receivables
of such Additional Accounts.
 
 
                                      100
<PAGE>
 
  "Additional Cut-off Date" means with respect to Additional Accounts, the
date specified in the Addition Notice delivered with respect to such
Additional Accounts pursuant to Section 2.6(c) of the Pooling and Servicing
Agreement.
 
  "Additional Class D Invested Amount" means any increase in the Class D
Invested Amount agreed to in connection with an increase by the Transferor in
any of the percentages used to calculate the Overconcentration Amounts.
 
  "Affiliate" means, with respect to a particular Person, any Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person.
 
  "Asset-Based Receivable Overconcentration" on any Distribution Date means
the excess of (a) the aggregate of all amounts of Principal Receivables in
Accounts for Asset-Based Receivables on the last day of the Monthly Period
immediately preceding such Distribution Date over (b) 20% of the Principal
Receivables on the last day of such immediately preceding Monthly Period.
Notwithstanding the above, in the case of such Overconcentration, the
percentage in clause (b) may be increased by the Transferor, without the
consent of any Certificateholder, to a level acceptable to each Rating Agency
without any reduction or withdrawal of its rating of the Class A or Class B
Certificates (but which may involve an adjustment, upward or downward, of the
Class D Invested Amount).
 
  "Asset-Based Receivables" represent extensions of credit generally to
manufacturers and distributors to finance their production and inventory, and
are secured by finished goods inventory, accounts receivable, certain work-in-
process, raw materials and component parts, as well as other assets of the
borrower, which may include commercial real estate in some cases.
 
  "Automatic Addition Condition" means, with respect to the addition of
Accounts, that (i) during the calendar quarter in which such addition occurs,
the number of new Accounts for Dealers that are financing products of the type
already being financed by Green Tree does not exceed 5% of the number of all
Accounts at the end of the preceding calendar quarter, (ii) during the twelve
months ending at the beginning of such calendar quarter, the number of such
new Accounts does not exceed 20% of the number of all Accounts at the
beginning of such twelve month period, (iii) the average for the three months
preceding the month of such addition of the aggregate balance of Receivables
that have been delinquent for more than 30 days does not exceed 1.25% of the
Pool Balance at the end of the month preceding the month of such addition, and
(iv) the annualized average for such three month period of the net losses
incurred in respect of the Receivables does not exceed 1.75% of the Pool
Balance at the end of the month preceding the month of such addition.
 
  "Available Series Interest Collections" means, for any business day, the
Floating Allocation Percentage of Interest Collections for such business day.
 
  "Bankruptcy Code" means Title 11 of the United States Code.
 
  "Base Rate" means the sum of (i) the weighted average of the Class A
Certificate Rate, the Class B Certificate Rate, the Class C Certificate Rate
and the Class D Certificate Rate plus (ii) 2% per annum.
 
  "Benefit Plans" means an employee benefit plan subject to Title I of ERISA
or Section 4975 of the Code, or an individual retirement account (an "IRA").
 
  "Cash Equivalents" mean, unless otherwise provided in the Supplement with
respect to any Series, (a) negotiable instruments or securities represented by
instruments in bearer or registered form which evidence (i) obligations of or
fully guaranteed by the United States of America; (ii) time deposits,
promissory notes, or certificates of deposit of any depositary institution or
trust company; provided, however, that at the time of the Trust's investment
or contractual commitment to invest therein, the certificates of deposit or
short-term deposits of such depositary institution or trust company shall have
a credit rating from Standard & Poor's of A-1+, from Moody's of P-1 and Fitch
of F-1+ if rated by Fitch; (iii) commercial paper having, at the time of the
Trust's
 
                                      101
<PAGE>
 
investment or contractual commitment to invest therein, a rating from Standard
& Poor's of A-1+, from Moody's of P-1 and from Fitch of F-1+ if rated by
Fitch; (iv) banker's acceptances issued by any depositary institution or trust
company described in clause (a)(ii) above; and (v) investments in money market
funds rated AAA-m or AAA-mg by Standard & Poor's, Aaa by Moody's and AAA by
Fitch if rated by Fitch or otherwise approved in writing by Moody's, Standard
& Poor's and Fitch; (b) time deposits and demand deposits in the name of the
Trust or the Trustee in any depositary institution or trust company referred
to in clause (a)(ii) above; (c) securities not represented by an instrument
that are registered in the name of the Trustee or its nominee (which may not
be Green Tree or an Affiliate) upon books maintained for that purpose by or on
behalf of the issuer thereof and identified on books maintained for that
purpose by the Trustee as held for the benefit of the Trust or the
Certificateholders, and consisting of (x) shares of an open end diversified
investment company which is registered under the Investment Company Act which
(i) invests its assets exclusively in obligations of or guaranteed by the
United States of America or any instrumentality or agency thereof having in
each instance a final maturity date of less than one year from their date of
purchase or other Cash Equivalents, (ii) guarantees to maintain a constant net
asset value per share, (iii) has aggregate net assets of not less than
$100,000,000 on the date of purchase of such shares and (iv) which each Rating
Agency designates in writing will not result in a withdrawal or downgrading of
its then current rating of any Series rated by it or (y) Eurodollar time
deposits of a depository institution or trust company that are rated A-1+ by
Standard & Poor's, P-1 by Moody's and F-1+ by Fitch if rated by Fitch;
provided, however, that at the time of the Trust's investment or contractual
commitment to invest therein, the Eurodollar deposits of such depositary
institution or trust company shall have a credit rating from Standard & Poor's
of A-1+, from Moody's of P-1 and from Fitch of F-1+ if rated by Fitch; and (d)
any other investment if each Rating Agency confirms in writing that such
investment will not adversely affect its then current rating of the Investor
Certificates.
 
  "Cede & Co." means DTC's nominee. Cede & Co. is expected to be the holder of
record of the Offered Certificates.
 
  "Cedel" means Cedel Bank, societe anonyme, the professional depository,
incorporated under the laws of Luxembourg, which holds securities for its
participating organizations and facilitates the clearance and settlement of
securities transactions between Cedel Participants through electronic book-
entry changes in the accounts of such Cedel Participants.
 
  "Cedel Participants" means the participating organizations for which Cedel
holds securities.
 
  "Certificate Owners" means the owners of the beneficial interests in the
Offered Certificates.
 
  "Certificateholders" means the holders of record of the Class A, Class B,
Class C and Class D Certificates.
 
  "Certificateholders' Interest" means the interest in the assets of the Trust
allocated to the Certificateholders.
 
  "Certificate Rates" means the Class A Certificate Rate and the Class B
Certificate Rate.
 
  "Certificates" means each of the Offered Certificates, the Floorplan
Receivable Trust Certificates, Series 1998-2, Class C and the Floorplan
Receivable Trust Certificates, Series 1998-2, Class D.
 
  "CFD" means Green Tree's Commercial Finance Division.
 
  "Class" means, with respect to any Series, any one of the classes of
Certificates of that Series as specified in the related Series Supplement.
 
  "Class A Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class A Certificates will accrue, which
will be at a rate per annum equal to the lesser of (i) the applicable LIBOR
plus    % per annum or (ii) the applicable Net Receivables Rate.
 
  "Class A Certificateholder" means the Person in whose name a Class A
Certificate is registered in the Certificate Register.
 
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<PAGE>
 
  "Class A Certificates" means each of the Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class A.
 
  "Class A Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class A Certificates.
 
  "Class A Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
  "Class A Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class A Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the Pool Balance and the amount on
deposit in the Excess Funding Account as of the end of the preceding business
day and (b) the sum of the numerators with respect to all Classes of all
Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Class A Invested Amount" means an amount equal to (a) the initial principal
balance of the Class A Certificates less the Class A Percentage of the initial
deposit to the Pre-Funding Account plus the Class A Percentage of any
withdrawals from the Pre-Funding Account in connection with (i) during the
Funding Period, the addition of Receivables to the Trust or (ii) at the end of
the Funding Period for deposit into the Excess Funding Account, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders
prior to such date, minus (c) the aggregate amount of Class A Investor Charge-
Offs for all prior Distribution Dates, equal to the amount by which the Class
A Invested Amount has been reduced to fund the Investor Default Amount on all
prior Distribution Dates, and plus (d) the aggregate amount of Available
Series Interest Collections, Excess Interest Collections and Reallocated
Principal Collections applied on all prior Distribution Dates for the purpose
of reimbursing amounts deducted pursuant to the foregoing clause (c).
 
  "Class A Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class A Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class A Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period
divided by 360 and (iii) the outstanding principal balance of the Class A
Certificates at the close of business on the first day of such Interest
Accrual Period.
 
  "Class A Percentage" means the percentage derived from the fraction the
numerator of which is the Class A original principal amount and the
denominator of which is the sum of the Class A original principal amount, the
Class B original principal amount and the Class C original principal amount.
 
  "Class A Principal" with respect to any Distribution Date during the
Controlled Accumulation Period or Early Amortization Period will equal the sum
of (i) an amount equal to the ABC Fixed/Floating Allocation Percentage of all
Principal Collections (less the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections) received during the
Monthly Period immediately preceding such Distribution Date, (ii) any amount
on deposit in the Excess Funding Account (other than any amount in the Class D
Subaccount) or the Pre-Funding Account allocated to the Class A Certificates
with respect to the preceding Monthly Period, (iii) the aggregate ABC Investor
Default Amount paid from Available Series Interest Collections, Excess
Interest Collections or Reallocated Principal Collections with respect to the
preceding Monthly Period and any reimbursements from Available Series Interest
Collections, Excess Interest Collections or Reallocated Principal Collections
of unreimbursed Class A Investor Charge-Offs, Class B Investor Charge-
 
                                      103
<PAGE>
 
Offs and Class C Investor Charge-Offs and (iv) Shared Principal Collections
allocated to the Class A Certificates; provided, however, that with respect to
any Distribution Date during the Controlled Accumulation Period, Class A
Principal will not exceed the lesser of (i) the Controlled Deposit Amount and
(ii) the Class A Invested Amount; provided, further, that with respect to the
Series 1998-2 Termination Date, Class A Principal will be an amount equal to
the Class A Invested Amount.
 
  "Class A Required Amount" means the amount determined by the Servicer on
each business day equal to the excess, if any, of (x) the sum of (i) Class A
Interest for the prior Monthly Period, (ii) any Class A Interest due but not
paid on any previous Distribution Date plus any Class A Additional Interest
previously due but not paid to the Class A Certificateholders on a prior
Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class A Floating Allocation Percentage of the
Servicing Fee for the prior Monthly Period and (iv) the Class A Floating
Allocation Percentage of the Default Amount, to the extent not previously
paid, for any business day in the prior Monthly Period over (y) the Available
Series 1998-2 Interest Collections plus any Excess Interest Collections from
other Series allocated with respect to the amounts described in clauses (x)(i)
through (iv).
 
  "Class A Scheduled Payment Date" means the Distribution Date in     .
 
  "Class B Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class B Certificates will accrue, which
shall be at a rate per annum equal to the lesser of (i) the applicable LIBOR
plus    % per annum or (ii) the applicable Net Receivables Rate.
 
  "Class B Certificateholder" means the Person in whose name a Class B
Certificate is registered in the Certificate Register.
 
  "Class B Certificates" means each of the Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class B.
 
  "Class B Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class B Certificates.
 
  "Class B Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
  "Class B Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class B Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
business day and (b) the sum of the numerators with respect to all Classes of
all Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Class B Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class B Certificates less the Class B
Percentage of the initial deposit to the Pre-Funding Account plus the Class B
Percentage of any withdrawals from the Pre-Funding Account in connection with
(i) during the Funding Period, the addition of Receivables to the Trust or
(ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Determination Dates, minus (d) the
aggregate amount of
 
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<PAGE>
 
Reallocated Class B Principal Collections for which neither the Class D
Invested Amount nor the Class C Invested Amount has been reduced for all prior
Distribution Dates, and plus (e) the aggregate amount of Available Series
Interest Collections, Excess Interest Collections and Reallocated Class C
Principal Collections and Reallocated Class D Principal Collections applied on
all prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c) and (d).
 
  "Class B Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class B Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class B Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period
divided by 360 and (iii) with respect to the Funding Period, the outstanding
principal balance of the Class B Certificates at the close of business on the
first day of such Interest Accrual Period and after the Funding Period, the
Class B Invested Amount at the close of business on the first day of such
Interest Accrual Period.
 
  "Class B Percentage" means the percentage derived from the fraction the
numerator of which is the Class B original principal amount and the
denominator of which is the sum of the Class A original principal amount, the
Class B and the Class C original principal amount.
 
  "Class B Principal" with respect to any Distribution Date on or after the
Class A Scheduled Payment Date will equal the sum of (i) an amount equal to
the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class B Principal Collections and Reallocated
Class C Principal Collections) received during the Monthly Period immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date following the date on which an amount equal to the Class A Invested
Amount is deposited in the Principal Amount to be applied to the payment of
Class A Principal, the ABC Fixed/Floating Allocation Percentage of Principal
Collections from the date on which such deposit is made), (ii) any amount on
deposit in the Excess Funding Account (other than the Class D Subaccount) or
the Pre-Funding Account allocated to the Class B Certificates with respect to
the preceding Monthly Period, (iii) the aggregate ABC Investor Default Amount
paid from Available Series Interest Collections, Excess Interest Collections
or Reallocated Principal Collections with respect to the preceding Monthly
Period and any reimbursements from Available Series Interest Collections,
Excess Interest Collections or Reallocated Principal Collections of
unreimbursed Class B Investor Charge-Offs and Class C Investor Charge-Offs and
(iv) Shared Principal Collections allocated to the Class B Certificates;
provided, however, that with respect to any Distribution Date during the
Controlled Accumulation Period, Class B Principal will not exceed the lesser
of (i) the Controlled Deposit Amount and (ii) the Class B Invested Amount;
provided, further that with respect to the Series 1998-2 Termination Date,
Class B Principal will be an amount equal to the Class B Invested Amount.
 
  "Class B Principal Commencement Date" means the earliest of (a) the Class B
Scheduled Payment Date, (b) the Distribution Date during the Early
Amortization Period or following the Initial Principal Payment Date on which
the Class A Invested Amount is paid in full or, if there are no Principal
Collections allocable to the Series 1998-2 Investor Certificates remaining
after payments have been made to the Class A Certificates on such Distribution
Date, the Distribution Date following the Distribution Date on which the Class
A Invested Amount is paid in full and (c) the Distribution Date following a
sale or repurchase of the Receivables as set forth in the Pooling and
Servicing Agreement and the 1998-2 Series Supplement.
 
  "Class B Required Amount" means the amount determined by the Servicer on
each business day equal to the excess, if any, of (x) the sum of (i) Class B
Interest for the prior Monthly Period, (ii) any Class B Interest due but not
paid on any previous Distribution Date plus any Class B Additional Interest
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class B Floating Allocation Percentage of the
Servicing Fee for the prior Monthly Period and (iv) the Class B Floating
Allocation Percentage of the Default Amount, to the extent not previously
paid, for any business day in the prior Monthly Period over (y) the Available
Series 1998-2 Interest
 
                                      105
<PAGE>
 
Collections plus any Excess Interest Collections from other Series allocated
with respect to the amounts described in clauses (x)(i) through (iv).
 
  "Class B Scheduled Payment Date" means the Distribution Date in      .
 
  "Class C Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class C Certificates will accrue, which
shall be at a rate per annum not in excess of the applicable LIBOR plus    %
per annum.
 
  "Class C Certificates" means each of the Floorplan Receivable Trust
Certificates, Series 1998-2, Class C.
 
  "Class C Certificateholder" means the Person in whose name a Class C
Certificate is registered in the Certificate Register.
 
  "Class C Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class C Certificates.
 
  "Class C Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
  "Class C Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class C Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
business day and (b) the sum of the numerators with respect to all Classes of
all Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Class C Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class C Certificates less the Class C
Percentage of the initial deposit to the Pre-Funding Account plus the Class C
Percentage of any withdrawals from the Pre-Funding Account in connection with
(i) during the Funding Period, the addition of Receivables to the Trust or
(ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class C
Certificateholders prior to such date, minus (c) the aggregate amount of Class
C Investor Charge-Offs for all prior Distribution Dates, equal to the amount
by which the Class C Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates, minus (d) the aggregate amount
of Reallocated Class C Principal Collections for which the Class D Invested
Amount has not been reduced for all prior Distribution Dates, and plus (e) the
aggregate amount of Available Series Interest Collections, Excess Interest
Collections, Reallocated Class D Principal Collections and certain other
amounts as may be available applied on all prior Distribution Dates for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c)
and (d).
 
  "Class C Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class C Percentage" means the percentage derived from the fraction the
numerator of which is the Class C original principal amount and the
denominator of which is the sum of the Class A original principal amount, the
Class B original principal amount and the Class C original principal amount.
 
 
                                      106
<PAGE>
 
  "Class C Principal" with respect to any Distribution Date on or after the
Class C Principal Commencement Date will equal the sum of (i) an amount equal
to the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class C Principal Collections) received during
the Monthly Period immediately preceding such Distribution Date (or, in the
case of the first Distribution Date following the date on which an amount
equal to the Class B Invested Amount is deposited in the Principal Account to
be applied to the payment of Class B Principal, the ABC Fixed/Floating
Allocation Percentage of Principal Collections from the date on which such
deposit is made), (ii) any amount on deposit in the Excess Funding Account
(other than the Class D Subaccount) or the Pre-Funding Account allocated to
the Class C Certificates with respect to the preceding Monthly Period, (iii)
the aggregate ABC Investor Default Amount paid from Available Series Interest
Collections, Excess Interest Collections or Reallocated Principal Collections
with respect to the preceding Monthly Period and any reimbursements from
Available Series Interest Collections, Excess Interest Collections or
Reallocated Principal Collections of unreimbursed Class C Investor Charge-Offs
and (iv) Shared Principal Collections allocated to the Class C Certificates;
provided, that with respect to the Series 1998-2 Termination Date, Class C
Principal will be an amount equal to the Class C Invested Amount.
 
  "Class C Principal Commencement Date" means the earlier of (a) the
Distribution Date on which the Class B Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1998-2 Investor
Certificates remaining after payments have been made to the Class B
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class B Invested Amount is paid in full and (b)
the Distribution Date following a sale or repurchase of the Receivables as set
forth in the Pooling and Servicing Agreement and the 1998-2 Series Supplement.
 
  "Class C Required Amount" means the amount determined by the Servicer on
each business day equal to the excess, if any, of (x) the sum of (i) if the
Class A Certificates and Class B Certificates have been reduced to zero,
interest accrued on the Class C Certificates for the prior Monthly Period,
(ii) if the Class A Certificates and Class B Certificates have been reduced to
zero, any interest due on the Class C Certificates but not paid on any
previous Distribution Date plus any interest at the Class C Certificate Rate
(to the extent lawful) on interest on the Class C Certificates previously due
but not paid to the Class C Certificateholders on a prior Distribution Date,
(iii) if Green Tree or an Affiliate of Green Tree is no longer the Servicer,
the Class C Floating Allocation Percentage of the Servicing Fee for the prior
Monthly Period and (iv) the Class C Floating Allocation Percentage of the
Default Amount, to the extent not previously paid, for any business day in the
prior Monthly Period over (y) the Available Series 1998-2 Interest Collections
plus any Excess Interest Collections from other Series allocated with respect
to the amounts described in clauses (x)(i) through (iv).
 
  "Class D Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class D Certificates will accrue, which
shall be at a rate per annum not in excess of the applicable LIBOR plus    %
per annum.
 
  "Class D Certificateholder" means the person in whose name a Class D
Certificate is registered in the Certificate Register.
 
  "Class D Certificates" means each of the Floorplan Receivable Trust
Certificates, Series 1998-2, Class D.
 
  "Class D Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class D Certificates.
 
  "Class D Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account as of the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
                                      107
<PAGE>
 
  "Class D Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class D Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the total amount of Principal
Receivables and the amount on deposit in the Excess Funding Account at the end
of the preceding business day and (b) the sum of the numerators with respect
to all Classes of all Series then outstanding used to calculate the applicable
allocation percentage.
 
  "Class D Incremental Invested Amount" means for any Monthly Period the
product of (a) a fraction, the numerator of which the Invested Amount
(exclusive of the Class D Incremental Invested Amount) on the last day of the
immediately preceding Monthly Period and the denominator of which is the Pool
Balance on such last day times (b) the Overconcentration Amount for such
Monthly Period.
 
  "Class D Invested Amount" means an amount equal to (a) the initial principal
balance of the Class D Certificates, plus (b) the Class D Incremental Invested
Amount for the related Monthly Period, plus (c) any Additional Class D
Invested Amount, minus (d) the aggregate amount of principal payments made to
Class D Certificateholders prior to such date, minus (e) the aggregate amount
of Class D Investor Charge-Offs for all prior Distribution Dates, equal to the
amount by which the Class D Invested Amount has been reduced to fund the
Investor Default Amount on all prior Distribution Dates minus (f) the
aggregate amount of Reallocated Class D Principal Collections for all prior
Distribution Dates, plus (g) the aggregate amount of Interest Collections and
Excess Interest Collections applied on all prior Distribution Dates for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (e)
and plus (f).
 
  "Class D Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class D Investor Default Amount" means the portion of all Defaulted
Receivables in an amount equal to the product of (a) the Class D Floating
Allocation Percentage and (b) the aggregate principal amount of Defaulted
Receivables identified since the prior reporting date.
 
  "Class D Principal" means, beginning on the Transfer Date preceding the
Class D Principal Commencement Date, the amounts that the Trustee, acting in
accordance with instructions from the Servicer, will withdraw from amounts
deposited into the Principal Account in respect of Principal Collections
processed during the related Monthly Period and, to the extent of the Class D
Invested Amount, shall deposit in the Distribution Account for distribution to
the Class D Certificateholders on the next succeeding Distribution Date.
 
  "Class D Principal Payment Commencement Date" means the earlier of (a) the
Distribution Date on which the Class C Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1998-2 Investor
Certificates remaining after payments have been made to the Class C
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class C Invested Amount is paid in full and (b)
the Distribution Date following a sale or repurchase of the Receivables as set
forth in the Pooling and Servicing Agreement and the 1998-2 Series Supplement.
 
  "Class D Subaccount" means a subaccount of the Excess Funding Account, into
which Principal Collections allocable to Class D Certificates will be
deposited during any Early Amortization Period.
 
  "Closing Date" means December 20, 1995.
 
  "Code" means the Internal Revenue Code of 1986, as amended.
 
  "Collateral Security" means an assignment of a security interest in the
consumer and commercial products or other assets securing each Receivable.
 
 
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<PAGE>
 
  "Collection Account" means a segregated account established by and
maintained by the Servicer with a Qualified Institution in the name of the
Trust, for the benefit of certificateholders of all Series.
 
  "Collections" means the Principal Collections and Interest Collections.
 
  "Commission" means the Securities and Exchange Commission.
 
  "Companion Series" means one or more other Series with which the Series
1998-2 Certificates may be paired.
 
  "Controlled Accumulation Amount" means an amount sufficient to amortize the
Class A Invested Amount given the Accumulation Period Length.
 
  "Controlled Accumulation Period" means, unless a Pay Out Event has occurred,
the period commencing on the Accumulation Period Commencement Date and ending
upon the earliest to occur of (i) the commencement of the Early Amortization
Period, (ii) payment to the Investor Certificateholders of the full Invested
Amount, and (iii) the Series 1998-2 Termination Date.
 
  "Controlled Deposit Amount" means, for any Monthly Period, the sum of the
(i) Controlled Accumulation Amount for such Monthly Period plus (ii) the
Accumulation Shortfall for the related Monthly Period.
 
  "Cooperative" means the Euroclear Clearance System, S.C., a Belgian
cooperative corporation.
 
  "Counsel" means Dorsey & Whitney LLP.
 
  "Cut-off Date" means December 1, 1995.
 
  "DHI Fees" means, with respect to the Floorplan Receivables, the
documentation, handling and inspection fee charged to each Dealer by Green
Tree for each unit financed.
 
  "DOL" means the United States Department of Labor.
 
  "DTC" means The Depository Trust Company.
 
  "DTC Participants" means the participating organizations of DTC.
 
  "Dealer Overconcentration" means, on any Distribution Date with respect to
any Account with a Dealer, the excess of (a) the aggregate amount of Principal
Receivables in such Account on the last day of Monthly Period immediately
preceding such Distribution Date over (b) 2% of the Principal Receivables on
the last day of such immediately preceding Monthly Period. Certain Dealers may
be subject to a higher percentage limit with Rating Agency approval, but in no
case higher than 3%. Notwithstanding the above, in the case of such
Overconcentration, the percentage in clause (b) may be increased by the
Transferor, without the consent of any Certificateholder, to a level
acceptable to each Rating Agency without any reduction or withdrawal of its
rating of the Class A or Class B Certificates (but which may involve an
adjustment, upward or downward, of the Class D Invested Amount).
 
  "Dealers" means those dealers, manufacturers and distributors who are
obligated under the Receivables.
 
  "Defaulted Receivables" means the Receivables that will be charged off as
uncollectible in accordance with the Servicer's customary and usual policies.
 
  "Definitive Certificates" means definitive, fully registered Certificates
issued to Certificate Owners pursuant to the Pooling and Servicing Agreement.
 
  "Depositaries" means Cede & Co., Cedel and Euroclear.
 
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<PAGE>
 
  "Depository" means the nominee of DTC (together with any successor
depository selected by the Transferor).
 
  "Determination Date" means the second business day preceding each
Distribution Date.
 
  "Discount Factor" means a specified percentage of Principal Collections to
be treated as interest collections. The Discount Factor, if any, may vary from
time to time and initially will be zero.
 
  "Distribution Account" means a non-interest bearing segregated demand
deposit account established by the Trustee with a Qualified Institution for
the benefit of the certificateholders of each Series.
 
  "Distribution Date" means the 13th day of each month, or if such day is not
a business day, the next succeeding business day, beginning     , 1998.
 
  "Early Amortization Period" means the period beginning on the date that a
Pay Out Event occurs and ending on the earlier of (i) the date on which the
Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount and the Class D Invested Amount have been paid in full and (ii) the
Series 1998-2 Termination Date.
 
  "Eligible Account" means as of the Cut-off Date (or, with respect to
Additional Accounts, as of their date of designation for inclusion in the
Trust), an arrangement to provide a revolving extension of credit by Green
Tree or one of its subsidiaries to a Dealer (i) in order to finance the
purchase by a Dealer of consumer and commercial product inventory or (ii) as a
line of credit secured by unencumbered assets of such Dealer, which extension
of credit, as of the date of determination thereof, (a) is in existence and
maintained with Green Tree or such subsidiary, (b) is payable in United States
dollars, (c) is with a Dealer whose most recent billing address is in the
United States or its territories or possessions, (d) has been originated by
Green Tree or such subsidiary in the ordinary course of its business or
acquired by Green Tree through the acquisition of an Eligible Account from
another lender upon satisfying Green Tree's customary underwriting standards
(e) in respect of which no amounts have been charged off by Green Tree or such
subsidiary as uncollectible in its customary and usual manner as of the Cut-
off Date (or, with respect to Additional Accounts, as of their date of
designation for inclusion in the Trust), and (f) is with a Dealer that is not
involved in insolvency proceedings.
 
  "Eligible Portfolio" means all the accounts that were Eligible Accounts at
the Cut-off Date.
 
  "Eligible Receivable" means a Receivable (a) that was originated by Green
Tree or one of its subsidiaries in the ordinary course of business or acquired
by Green Tree through the acquisition of an Eligible Account from another
lender upon satisfying Green Tree's customary underwriting standards, (b) that
has arisen under an Eligible Account, (c) that was created in compliance with
all requirements of law applicable thereto and pursuant to a floorplan or
asset-based financing agreement that complies with all requirements of law
applicable thereto, (d) with respect to which all consents, licenses or
authorizations of, or registrations with, any governmental authority required
to be obtained or given by Green Tree or such subsidiary or the Transferor in
connection with the creation of such Receivable, or the transfer thereof to
the Trust or the execution, delivery, creation and performance by Green Tree
or such subsidiary of the related floorplan or asset-based financing agreement
have been duly obtained or given and are in full force and effect as of the
date of the creation of such Receivable, (e) as to which, at the time of its
creation, the Transferor had good and marketable title free and clear of all
liens and security interests (other than certain liens permitted pursuant to
the Pooling and Servicing Agreement), and at all times following the transfer
of such Receivables to the Trust, the Trust will have good and marketable
title free and clear of all liens and security interests (other than certain
liens permitted pursuant to the Pooling and Servicing Agreement) or the grant
of a first priority security interest therein, (f) that is the legal, valid,
binding and assignable payment obligation of the related Dealer, legally
enforceable against such Dealer in accordance with its terms (with certain
bankruptcy related exceptions), (g) that constitutes "chattel paper," an
"account" or a "general intangible" under Article 9 of the UCC as then in
effect in the State of Minnesota, (h) if such Receivable has the benefit of a
Floorplan Agreement with a Manufacturer, such Floorplan Agreement provides,
 
                                      110
<PAGE>
 
subject to the specific terms thereof and any limitations therein (which may
vary among Floorplan Agreements), that the Manufacturer is obligated to
repurchase the products securing the Receivables upon the Servicer's
repossession thereof upon the related Dealer's default, (i) which has been the
subject of a valid transfer and assignment from the Transferor to the Trust of
all the Transferor's interest therein and in the related Collateral Security
(including any proceeds thereof), (j) which at the time of transfer to the
Trust is not subject to any right of rescission, setoff, or any other defense
(including defenses arising out of violations of usury laws) of the Dealer,
(k) as to which, at the time of transfer of such Receivable to the Trust,
Green Tree (or such subsidiary) and the Transferor have satisfied all their
respective obligations with respect to such Receivable required to be
satisfied at such time, (l) as to which, at the time of transfer of such
Receivable to the Trust, neither Green Tree (or such subsidiary) nor the
Transferor has taken or failed to take any action which would impair the
rights of the Trust or the certificateholders therein and (m) which represents
the obligation of a Dealer to repay an advance made to or on behalf of such
Dealer to finance products or the accounts receivable arising from the sale of
such products. In addition, participation interests described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participations in Floorplan Receivables" and Receivables described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participation Arrangements" will be Receivables.
 
  "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
 
  "Euroclear" or "Euroclear Operator" means Morgan Guaranty Trust Company of
New York, Brussels, Belgium office as operator of the Euroclear System.
 
  "Euroclear Participants" means participants of the Euroclear System.
Euroclear Participants include banks (including central banks), securities
brokers and dealers and other professional financial intermediaries and may
include the underwriters of any Series of Certificates.
 
  "Euroclear System" means the system created in 1968 to hold securities for
Euroclear Participants and to clear and settle transactions between Euroclear
Participants through simultaneous electronic book-entry delivery against
payment.
 
  "Excess Funding Account" means the segregated account established by and
maintained by the Servicer in the name of the Trust with a Qualified
Institution for the benefit of the certificateholders of all Series.
 
  "Excess Interest Collections" means Interest Collections allocable to any
Series in excess of the amounts necessary to make required payments with
respect to such Series.
 
  "Exchange" means a transaction whereby the Transferor may tender the
Exchangeable Transferor Certificate or, if provided in the relevant
Supplement, certificates comprising any Series and the Exchangeable Transferor
Certificate, to the Trustee in exchange for certificates comprising one or
more new Series and a reissued Exchangeable Transferor Certificate.
 
  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
  "Exchangeable Transferor Certificate" means a certificate representing the
Transferor's interest in the Trust, which shall be the remaining undivided
interest in the Trust not represented by the Certificates and any other
investor certificates issued by the Trust.
 
  "FDIC" means the United States Federal Deposit Insurance Corporation.
 
  "Final Regulation" means the final regulation issued by the DOL concerning
the definition of what constitutes the "plan assets" of an employee benefit
plan subject to Title I of ERISA or Section 4975 of the Code, or an IRA.
 
 
                                      111
<PAGE>
 
  "Finance Charge Collections" means, for any business day, the aggregate of
(a) all collections on the Receivables with respect to interest or other fees,
(b) investment earnings on amounts on deposit in all Trust Accounts on such
business day and (c) Recoveries.
 
  "Fitch" means Fitch IBCA, Inc., or any successor thereto.
 
  "Fixed/Floating Allocation Percentage" means (i) for any business day on
which the Pre-Allocated Invested Amount is greater than zero, zero, and (ii)
for any business day on which the Pre-Allocated Invested Amount is zero, the
percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount or
the Class D Invested Amount, respectively, at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the Pool
Balance (plus amounts, if any, on deposit in the Excess Funding Account) at
the end of the preceding business day and (b) the sum of the numerators used
to calculate the allocation percentages with respect to Principal Collections
for all Series.
 
  "Floating Allocation Percentage" means on any business day, the percentage
equivalent of a fraction, the numerator of which is the Class A Invested
Amount, the Class B Invested Amount, the Class C Invested Amount, or the Class
D Invested Amount, respectively, at the end of the preceding business day and
the denominator of which is the greater of (a) the Pool Balance (plus amounts,
if any, on deposit in the Excess Funding Account) as of the end of the
preceding business day and (b) the sum of the numerator for all classes of all
Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Floorplan Agreement" means the agreement Green Tree enters into with a
Manufacturer providing financing for products for Dealers.
 
  "Floorplan Receivables" represent extensions of credit to finance product
inventory for dealers, and are secured by the related dealer's product
inventory.
 
  "Foreign Person" means any person other than (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity organized
in or under the laws of the United States or any political subdivision thereof
or (iii) an estate or trust the income of which is includible in gross income
for U.S. federal income tax purposes, regardless of its source.
 
  "Free Flooring Period" means a period during which no interest or finance
charges accrue on a Dealer's account.
 
  "Funding Period" means the period from and including the Series 1998-2
Issuance Date to but excluding the earliest of (x) the first day for which the
Invested Amount equals the Full Invested Amount; (y) the first day on which a
Pay Out Event is deemed to occur; and (z) the last day of the       1998
Monthly Period.
 
  "Full Invested Amount" means $     .
 
  "Global Securities" means the globally offered Floorplan Receivable Trust
Certificates, Series 1998-2.
 
  "Green Tree" means Green Tree Financial Corporation.
 
  "Holders" means the holders of record of the Class A, Class B, Class C and
Class D Certificates.
 
  "Imputed Yield Collections" means the specified percentage of Principal
Collections which the Transferor elects to be treated as interest collections.
 
  "Independent Director" means a person who is not now, and has never been, a
director or officer of, employed by, or the holder of any beneficial economic
interest in any Affiliate of the Transferor, and who may at no time hold any
beneficial or economic interest in the Transferor.
 
                                      112
<PAGE>
 
  "Indirect Participants" means securities brokers and dealers, banks, and
trust companies that have an indirect access to the DTC system and that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly.
 
  "Ineligible Receivable" means any Receivable that does not satisfy the
definition of Eligible Receivable.
 
  "Initial Invested Amount" means, with respect to any Series of Certificates,
the amount stated in the related Supplement.
 
  "Insolvency Event" means the event whereby, pursuant to certain provisions
of federal law, the Transferor voluntarily enters liquidation or a trustee in
bankruptcy is appointed for the Transferor.
 
  "Insolvency Laws" means the United States Bankruptcy Code or similar
applicable state laws.
 
  "Interest Accrual Period" means, with respect to a Distribution Date, the
period from and including the preceding Distribution Date (or, in the case of
the first Distribution Date, from and including the Series 1998-2 Issuance
Date) to but excluding such Distribution Date.
 
  "Interest Collections" for any business day means the sum of (A) all Finance
Charge Collections and (B) all Imputed Yield Collections (if a Discount Factor
is then in effect) for such business day.
 
  "Interest Free Period" means a period during which no interest or finance
charges accrue on a Dealer's account.
 
  "Interest Funding Account" means a segregated trust account (which need not
be a deposit account) established and maintained by the Trustee with a
Qualified Institution in the name of the Trust, for the benefit of the
Certificateholders.
 
  "Interest Receivables" means, with respect to any Account, all amounts
billed to the related Dealer in respect of interest and all other non-
principal charges, plus any Imputed Yield Receivables.
 
  "Invested Amount" means the sum of the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount and the Class D Invested Amount.
 
  "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time.
 
  "Investor Default Amount" means a portion of all Defaulted Receivables which
will be allocated to the Certificateholders in an amount equal to the product
of the Floating Allocation Percentage applicable during the related Monthly
Period and the Principal Amount of Defaulted Receivables for such Monthly
Period.
 
  "IRA" means an individual retirement account.
 
  "IRS" means the Internal Revenue Service.
 
  "LIBOR" for any Interest Accrual Period is described under "Description of
the Offered Certificates-- Interest Payments."
 
  "LIBOR Determination Date" has the meaning assigned under "Description of
the Offered Certificates--Interest Payments" on page 52.
 
  "Manufacturer" means the manufacturer, distributor or vendor of products for
sale or lease to Dealers in the ordinary course of business.
 
  "Manufacturer Overconcentration" means, on any Distribution Date, the excess
of (a) the aggregate of all amounts of Principal Receivables in Accounts
created pursuant to Floorplan Agreements with a single
 
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<PAGE>
 
Manufacturer on the last day of the Monthly Period immediately preceding such
Distribution Date over (b) 15% of the Principal Receivables on the last day of
such immediately preceding Monthly Period. Notwithstanding the above, in the
case of each such Overconcentration, the percentage in clause (b) for such
Overconcentration may be increased by the Transferor, without the consent of
any Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of the Class A or Class B Certificates
(but which may involve an adjustment, upward or downward, of the Class D
Invested Amount).
 
  "Minimum Aggregate Principal Receivables" means the sum of all numerators
used to calculate the allocation percentages with respect to Principal
Collections for all Series.
 
  "Minimum Transferor Interest" means, as of any date of determination, the
sum of the product for each Series of (i) the Minimum Transferor Percentage
for such Series, times (ii) the Invested Amount for such Series.
 
  "Minimum Transferor Percentage" is 4% with respect to the Series 1998-2
Certificates.
 
  "Monthly Payment Rate" means, for any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the
Receivables balances (without deducting therefrom the discount portion, if
any) collected during such Monthly Period and the denominator of which is the
average daily aggregate Receivables balance (without deducting therefrom the
discount portion, if any) for such Monthly Period.
 
  "Monthly Period" means the period from and including the first day of each
calendar month to and including the last day of such calendar month.
 
  "Monthly Servicing Fee" means the portion of the servicing fee allocable to
the Certificateholders' Interest during each Monthly Period, which will be
equal to one-twelfth of the product of (x) the Servicing Fee Rate per annum
and (y) the Invested Amount on the preceding Record Date or, in the case of
the first Distribution Date, the initial principal amount of the Certificates.
 
  "Moody's" means Moody's Investors Service, Inc., or any successor thereto.
 
  "Negative Carry Amount" means the difference between the amount of interest
actually earned on investments in the Excess Funding Account and the Pre-
Funding Account on any day and the amount of interest that would have been
earned on such investments at the Base Rate on such day.
 
  "Net Receivables Rate" means for a Distribution Date (i) the weighted
average of the interest rates borne by the Receivables during the second
preceding Monthly Period (because interest payments on the Receivables at such
rates will be due and payable in the Monthly Period preceding such
Distribution Date), plus (ii) the product of (x) the Monthly Payment Rate for
the Monthly Period preceding such Distribution Date, the (y) Discount Factor,
if any, for such Distribution Date and (z) twelve, less 2% per annum, unless
the Servicing Fee has been waived for such Monthly Period.
 
  "New Issuance" means one or more new Series of Certificates that the
Transferor may cause the Trustee to issue pursuant to any one or more
Supplements to the Pooling and Servicing Agreement.
 
  "Offered Certificates" means the Class A Certificates and the Class B
Certificates.
 
  "OID" means original issue discount.
 
  "Overconcentration Amount" means on each Distribution Date, the aggregate
principal amount of Receivables in the Trust on such Distribution Date which
are Asset-Based Receivable Overconcentrations, Dealer Overconcentrations,
Manufacturer Overconcentrations and Product Line Overconcentrations.
 
  "Participants" means the participating organizations of DTC.
 
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<PAGE>
 
  "Pay Out Event" is described under "Description of the Offered
Certificates--Pay Out Event."
 
  "Paying Agent" means the agent making payments to the Certificateholders.
 
  "Permitted Lien" means, with respect to the Receivables, (i) liens in favor
of the Transferor created pursuant to the Purchase Agreement assigned to the
Trustee pursuant to the Pooling and Servicing Agreement; (ii) liens in favor
of the Trustee pursuant to Pooling and Servicing Agreement; and (iii) liens
which secure the payment of taxes, assessments and governmental charges or
levies, if such taxes are either (a) not delinquent or (b) being contested in
good faith by appropriate legal or administrative proceedings and as to which
adequate reserves in accordance with generally accepted accounting principles
shall have been established.
 
  "Pool Balance" means the product of (i) the total amount of Principal
Receivables and (ii) one minus the Discount Factor.
 
  "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement,
dated as of December 1, 1995, among the Transferor, the Servicer, and the
Trustee, as supplemented or amended in accordance with its terms. Unless the
context requires otherwise, the term "Pooling and Servicing Agreement" refers
to the Pooling and Servicing Agreement as supplemented by the 1998-2 Series
Supplement.
 
  "Portfolio Yield" means, with respect to any Monthly Period, the annualized
percentage equivalent of a fraction, the numerator of which is the sum of the
aggregate amount of Available Series Interest Collections for such Monthly
Period, calculated on a cash basis, minus the aggregate Investor Default
Amount for such Monthly Period, and the denominator of which is the average
daily Invested Amount during the preceding Monthly Period.
 
  "Pre-Allocated Invested Amount" means (a) on any date prior to the Payment
Date on which the Series 1995-1 Certificates are paid in full, an amount equal
to the difference between $460,000,000 and the remaining Invested Amount of
the Series 1995-1 Certificates on such date, less amounts deposited in the
Principal Account with respect to the Series 1995-1 Certificates, and (b)
thereafter, zero.
 
  "Pre-Funded Amount" means, as of any date during the Funding Period, the
amount of the initial deposit to the Pre-Funding Account less the amounts of
any increases in the Invested Amount pursuant to the Series 1998-2 Supplement
in connection with the increase in the amount of the Receivables in the Trust
or in connection with payments of principal on the Series 1995-1 Certificates.
 
  "Pre-Funding Account" means a segregated trust account established and
maintained in the name of the Trustee, on behalf of the Trust, with the trust
department of a Qualified Institution.
 
  "Presold" means the financing program offered by Green Tree to dealers
through which floorplan financing is provided to a dealer on units for which
Green Tree has already approved a retail financing contract for sale to a
customer.
 
  "Principal Account" means a segregated trust account (which need not be a
deposit account) established and maintained by the Trustee with a Qualified
Institution in the name of the Trust, for the benefit of the
Certificateholders.
 
  "Principal Collections" means all Collections other than Interest
Collections.
 
  "Principal Funding Investment Shortfall" means, for any day, the difference
between the amount of interest actually earned on investments in the Principal
Account on any day and the amount of interest that would have been earned on
such investments at the Base Rate for such day.
 
  "Principal Investment Proceeds" means investment earnings (net of investment
losses and expenses) on funds on deposit in the Principal Account during the
Controlled Accumulation Period.
 
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<PAGE>
 
  "Principal Receivables" means, with respect to an Account, amounts shown on
the Servicer's records as Receivables (other than such amounts that represent
Interest Receivables, Defaulted Receivables or interest payable by the related
Dealer).
 
  "Principal Shortfalls" means the amounts representing scheduled or permitted
principal distributions to certificateholders and deposits to principal
funding accounts, if any, for any Series that have not been covered out of the
Principal Collections allocable to such Series and certain other amounts.
 
  "Principal Terms" means certain terms, with respect to any newly issued
Series, including: (i) its name or designation; (ii) its initial invested
amount (or method for calculating such amount); (iii) its certificate rate (or
the method of allocating interest payments or other cash flows to such
Series); (iv) the closing date; (v) the rating agency or agencies, if any,
rating the Series; (vi) the interest payment date or dates and the date or
dates from which interest shall accrue; (vii) the name of the clearing agency,
if any; (viii) the method for allocating collections to certificateholders of
such Series with respect to Principal Collections, Interest Collections, and
Defaulted Receivables and the method by which the principal amount of such
Series will amortize or accrue; (ix) the names of any accounts to be used by
such Series and the terms governing the operation of any such accounts; (x)
the percentage used to calculate monthly servicing fees; (xi) the Minimum
Transferor Interest; (xii) the credit enhancement provider, if applicable, and
the terms of any credit enhancement with respect to such Series; (xiii) the
base rate applicable to such Series; (xiv) the terms on which the certificates
of such Series may be repurchased or remarketed to other investors; (xv) the
termination date of such Series; (xvi) any deposit into any account provided
for such Series; (xvii) the number of classes of such Series and, if more than
one class, the rights and priorities of each such class; (xviii) the fees, if
any, to be included in funds available to certificateholders in such Series;
(xix) the subordination, if any, of such new Series with respect to any other
Series; (xx) the rights, if any, of the holder of the Exchangeable Transferor
Certificate that have been transferred to the holders of such Series; (xxi)
whether such Series will be part of a group or subject to being paired with
any other prefunded Series; (xxii) whether such Series will be prefunded; and
(xxiii) any other relevant terms, including whether or not such Series will be
pledged as collateral for an issuance of any other securities, including
commercial paper.
 
  "Product Line Overconcentration" on any Distribution Date means the excess
of (a) the aggregate of all amounts of Principal Receivables in the Accounts
that represent financing for a single product line (other than Asset-Based
Receivables and Receivables that represent financing for manufactured housing)
on the last day of the Monthly Period immediately preceding such Distribution
Date over (b) 5% for marine products, 25% for recreational vehicles, and 5%
for any other products in total, of the Principal Receivables on the last day
of such immediately preceding Monthly Period. Notwithstanding the above, in
the case of each such Overconcentration, the percentage in clause (b) for such
Overconcentration may be increased by the Transferor, without the consent of
any Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of the Class A or Class B Certificates
(but which may involve an adjustment, upward or downward, of the Class D
Invested Amount).
 
  "Purchase Agreement" means the Receivables Purchase Agreement dated as of
December 1, 1995, between the Transferor and Green Tree Financial Corporation.
 
  "Qualified Institution" means a depository institution or trust company,
which may include the Trustee, organized under the laws of the United States
or any one of the states thereof, which at all times has a certificate of
deposit rating of P-1 by Moody's, of A-1+ by Standard & Poor's of F-1+ by
Fitch if rated by Fitch or long-term unsecured debt obligation (other than
such obligation the rating of which is based on collateral or on the credit of
a person other than such institution or trust company) rating of Aaa by
Moody's, of AAA by Standard & Poor's and of AAA by Fitch if rated by Fitch and
deposit insurance provided by the FDIC, or a depository institution, which may
include the Trustee, which is acceptable to the Rating Agencies; provided,
however, that no such rating shall be required of an institution which shall
have corporate trust powers and which maintains the Collection Account, any
principal account, any interest funding account or any other account
maintained for
 
                                      116
<PAGE>
 
the benefit of Certificateholders as a fully segregated trust account with the
trust department of such institution which is rated at least Baa3 by Moody's.
 
  "Rating Agency" means each of Standard & Poor's, Moody's and Fitch.
 
  "Reallocated Class B Principal Collections" is described in "Description of
the Offered Certificates--Reallocated Principal Collections."
 
  "Reallocated Class C Principal Collections" is described in "Description of
the Offered Certificates--Reallocated Principal Collections."
 
  "Reallocated Class D Principal Collections" is described in "Description of
the Offered Certificates--Reallocated Principal Collections."
 
  "Reallocated Principal Collections" means the sum of Reallocated Class D
Principal Collections, Reallocated Class C Principal Collections and
Reallocated Class B Principal Collections.
 
  "Receivables" means, with respect to an Account, all amounts payable
(including interest, finance charges and other charges), and the obligation to
pay such amounts, by the related Dealer from time to time in respect of
advances made by Green Tree (or one of its subsidiaries) to or on behalf of
such Dealer in connection with the Floorplan Business or the Asset Based
Lending Business, as the case may be, together with the group of writings
evidencing such amounts and the security interest created in connection
therewith and all of the rights, remedies, powers and privileges thereunder
(including under the related Financing Agreement). Receivables which become
Defaulted Receivables will cease to be included as Receivables on the day on
which they become Defaulted Receivables. Receivables which Green Tree is
unable to transfer to the Transferor pursuant to the Purchase Agreement or
which the Transferor is unable to transfer to the Trust as provided in the
Pooling and Servicing Agreement and Receivables which arise in Designated
Accounts from and after the related Removal Commencement Date shall not be
included in calculating the amount of Receivables.
 
  "Record Date" means, with respect to any Distribution Date, the third
business day preceding such Distribution Date, except that, with respect to
any Definitive Certificates, Record Date shall mean the fifth day of the then
current Monthly Period.
 
  "Recoveries" means any amounts received by the Servicer with respect to
Receivables that were previously charged off as uncollectible in accordance
with the Servicer's customary and usual servicing procedures.
 
  "Reference Banks" means three major banks in the London interbank market
selected by the Servicer to determine and provide LIBOR on the basis of
quotations of the offered rates for one-month United States dollar deposits
following the LIBOR Determination Date.
 
  "Removal Date" means, with respect to the Transferor's removal from the
Trust of Eligible Accounts, the Determination Date on which such removal will
occur.
 
  "Removal Notice" means, with respect to the Transferor's removal from the
Trust of Eligible Accounts, the written notice furnished to the Trustee, any
credit enhancement provider and each Rating Agency specifying the Removal Date
of such Removed Accounts.
 
  "Removed Accounts" means the Accounts that were removed from the Trust, as
identified on a computer file, microfiche list or other list furnished by the
Transferor to the Trustee.
 
  "Required Amount" means on the first business day following a Monthly
Period, the amount, if any, by which the full amount to be paid pursuant to
clauses (i)-(xiii) in "Description of the Offered Certificates--Payments of
Fees, Interest, and Other Items" for such prior Monthly Period exceeds the
portion of the Available
 
                                      117
<PAGE>
 
Series Interest Collections applied to the payment of the amounts described in
such clauses for such prior Monthly Period.
 
  "Revolving Period" with respect to Series 1998-2 means the period from and
including the Series 1998-2 Issuance Date to, but not including, the earlier
of (a) the commencement of the Controlled Accumulation Period and (b) the
commencement of the Early Amortization Period.
 
  "SAU" means "sold and unpaid" and refers to inventory that the Dealer has
sold without immediate repayment to Green Tree.
 
  "SAU/NSF" means an account that is deemed delinquent when (i) there is an
unpaid receivable balance as to which the related product has been sold and
such receivable balance has not been paid by the related Dealer or (ii) a
payoff check from the related Dealer has been returned because of insufficient
funds.
 
  "Securities Act" means the Securities Act of 1933, as amended.
 
  "Series" means any series of certificates issued by the Trust pursuant to a
Supplement, including the 1998-2 Series Supplement.
 
  "Series Allocation Percentage" means, on any date of determination, the
percentage equivalent of a fraction the numerator of which is the Invested
Amount of such Series and the denominator of which is the sum of the Invested
Amounts of all Series then outstanding.
 
  "Series Available Interest Collections" means the amount of the Floating
Allocation Percentage of Interest Collections available in the Collection
Account.
 
  "Series Issuance Date" means the date of issuance of any other Series.
 
  "Series 1998-2" means the Offered Certificates, the Class C Certificates and
the Class D Certificates.
 
  "Series 1998-2 Issuance Date" means     , 1998.
 
  "Series 1998-2 Supplement" means the Supplement, dated as of     , 1998,
among the Transferor, the Servicer and the Trustee, relating to the Series
1998-2 Certificates.
 
  "Series 1998-2 Termination Date" means the earlier of (i) the Distribution
Date on which the Invested Amount is paid in full and (ii) the Distribution
Date.
 
  "Service Transfer" means, in the event of a Servicer Default, the
termination of all rights and obligations of the Servicer as servicer under
the Pooling and Servicing Agreement and in and to the Receivables and the
proceeds thereof and the appointment by the Trustee of a new Servicer.
 
  "Servicer" means Green Tree Financial Corporation or an Affiliate or
successor of Green Tree Financial Corporation, and any replacement Servicer as
provided in the Pooling and Servicing Agreement.
 
  "Servicer Default" means any of the following events: (i) failure by the
Servicer to make any payment, transfer, or deposit, or to give instructions to
the Trustee to make certain payments, transfers, or deposits within five
business days after the date the Servicer is required to do so under the
Pooling and Servicing Agreement or any Supplement; provided, however, that any
such failure caused by a nonwillful act of the Servicer shall not constitute a
Servicer Default if the Servicer promptly remedies such failure within five
business days after receiving notice of such failure or otherwise becoming
aware of such failure; (ii) failure on the part of the Servicer duly to
observe or perform in any respect any other covenants or agreements of the
Servicer which has a material adverse effect on the certificateholders of any
Series then outstanding and which continues unremedied for a period of 60 days
after written notice of such failure, requiring the same to be remedied, shall
have been
 
                                      118
<PAGE>
 
given to the Servicer by the Trustee, or to the Servicer and the Trustee by
holders of Certificates evidencing undivided interests aggregating not less
than 50% of the Invested Amount of any Series materially adversely affected
thereby and continues to have a material adverse effect on the
certificateholders of any Series then outstanding for such period; or the
delegation by the Servicer of its duties under the Pooling and Servicing
Agreement, except as specifically permitted thereunder; (iii) any
representation, warranty, or certification made by the Servicer in the Pooling
and Servicing Agreement, or in any certificate delivered pursuant to the
Pooling and Servicing Agreement, proves to have been incorrect when made which
has a material adverse effect on the certificateholders of any Series then
outstanding, and which continues to be incorrect in any material respect for a
period of 60 days after written notice of such failure, requiring the same to
be remedied, shall have been given to the Servicer by the Trustee, or to the
Servicer and Trustee by the holders of Certificates evidencing undivided
interests aggregating not less than 50% of the Invested Amount of any Series
materially adversely affected thereby and continues to have a material adverse
effect on such certificateholders for such period; or (iv) the occurrence of
certain events of bankruptcy, insolvency, or receivership of the Servicer.
 
  "Servicing Fee Rate" means 2.00% per annum.
 
  "Servicing Compensation" means the Monthly Servicing Fee and certain other
amounts (as specified in the Pooling and Servicing Agreement and the Series
Supplement) which the Servicer will receive from the Trust.
 
  "Shared Principal Collections" means the amount of Principal Collections for
any business day allocated by the Servicer to the Class A, Class B and Class C
Certificateholders' Interest (other than amounts allocated to the Transferor
Retained Class) remaining after covering required deposits or payments to the
Certificateholders and any similar amount remaining for any other Series.
 
  "Standard & Poor's" means Standard & Poor's Rating Services, a Division of
The McGraw-Hill Companies, Inc., or any successor thereto.
 
  "Supplement" means any supplement to the Pooling and Servicing Agreement.
 
  "Supplemental Certificate" means a second certificate issued in addition to
a newly issued Exchangeable Transferor Certificate which was exchanged for an
Exchangeable Transferor Certificate.
 
  "Terms and Conditions" means the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System and
applicable Belgian law which govern securities clearance accounts and cash
accounts within the Euroclear System.
 
  "Transfer Agent and Registrar" means the transfer agent and registrar, which
initially will be the Trustee.
 
  "Transfer Date" means, with respect to any Series, the business day
immediately prior to the Distribution Date on which the Servicer may make
deposits and payments.
 
  "Transfer Deposit Amount" means, on any date on which a reassignment of an
Ineligible Receivable is to occur, the amount of the deposit by the Transferor
into the Collection Account in immediately available funds, equal to the
amount by which the Transferor Interest is less than the Minimum Transferor
Interest.
 
  "Transferor" means Green Tree Floorplan Funding Corp.
 
  "Transferor Interest" means the Transferor's right to the assets of the
Trust not allocated to the Series 1998-2 Certificateholders' interest or the
interest of the holders of certificates of any other Series pursuant to the
Pooling and Servicing Agreement and applicable Supplements.
 
  "Transferor Interest Collections" means, on any business day, the Series
Allocation Percentage of the Interest Collections allocable to the Transferor
Interest for such business day.
 
 
                                      119
<PAGE>
 
  "Transferor Percentage" (a) when used with respect to Principal Collections
during the Revolving Period and Interest Collections and the amount of
Defaulted Receivables at all times, 100% minus the sum of the Floating
Allocation Percentage and the floating allocation percentages for all other
Series and (b) when used with respect to Principal Collections during the
Controlled Accumulation Period or Early Amortization Period, 100% minus the
sum of the Fixed/Floating Allocation Percentage and the allocation percentages
used with respect to Principal Collections for all other Series.
 
  "Transferor Retained Class" means any class of investor certificates of any
Series that the Transferor is initially required to retain pursuant to the
terms of any Supplement.
 
  "Trust" means the Green Tree Floorplan Receivables Master Trust.
 
  "Trust Accounts" means the Interest Funding Account, the Principal Account,
the Distribution Account, the Collection Account, the Excess Funding Account,
the Pre-Funding Account and the Class D Subaccount of the Excess Funding
Account.
 
  "Trust Portfolio" means the Receivables conveyed to the Trust that arise in
Accounts selected from Green Tree's portfolio of accounts on the basis of
criteria set forth in the Pooling and Servicing Agreement and the 1998-2
Series Supplement as applied on the Cut-off Date and, with respect to
Additional Accounts, as of the related date of their designation.
 
  "Trust Termination Date" means the date in which the Trust will terminate on
the earlier of (a) the day after the Distribution Date following the date on
which funds shall have been deposited in the Distribution Account for the
payment to certificateholders outstanding sufficient to pay in full the
aggregate investor interest of all Series outstanding plus interest thereon at
the applicable certificate rates to the next Distribution Date and (b) a date
which shall not be later than         , or (c) if the Receivables are sold,
disposed of or liquidated following the occurrence of an Insolvency Event,
immediately following such sale, disposition or liquidation, unless the
Servicer and the holder of the Exchangeable Transferor Certificate instruct
the Trustee otherwise.
 
  "Trustee" means Norwest Bank Minnesota, National Association.
 
  "UCC" means the Uniform Commercial Code, as amended from time to time, as in
effect in the applicable jurisdiction.
 
  "U.S. Person" means (i) a citizen or resident of the United States, (ii) a
corporation or partnership organized in or under the laws of the United States
or any political subdivision thereof or (iii) an estate the income of which is
includible in gross income for United States tax purposes, regardless of its
source.
 
  "Underwriter" means J.P. Morgan Securities Inc..
 
  "Underwriting Agreement" means the underwriting agreement dated    , 1998,
among the Transferor, Green Tree and the Underwriter.
 
                                      120
<PAGE>
 
                                                                        ANNEX A
 
         GLOBAL CLEARANCE SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
 
  Except in certain limited circumstances, the globally offered Floating Rate
Floorplan Receivable Trust Certificates, Series 1998-2 (the "Global
Securities") will be available only in book-entry form. Investors in the
Global Securities may hold such Global Securities through any of The
Depository Trust Company ("DTC"), Cedel or Euroclear. The Global Securities
will be tradeable as home market instruments in both the European and U.S.
domestic markets. Initial settlement and all secondary trades will settle in
same-day funds.
 
  Secondary market trading between investors holding Global Securities through
Cedel and Euroclear will be conducted in the ordinary way in accordance with
their normal rules and operating procedures and in accordance with
conventional eurobond practice (i.e., seven calendar day settlement).
 
  Secondary market trading between investors holding Global Securities through
DTC will be conducted according to the rules and procedures applicable to U.S.
corporate debt obligations.
 
  Secondary cross-market trading between Cedel or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-
payment basis through the respective Depositaries of Cedel and Euroclear (in
such capacity) and as DTC Participants.
 
  Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing
organizations or their participants.
 
INITIAL SETTLEMENT
 
  All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities
will be represented through financial institutions acting on their behalf as
direct and indirect Participants in DTC. As a result, Cedel and Euroclear will
hold positions on behalf of their participants through their respective
Depositaries, which in turn will hold such positions in accounts as DTC
Participants.
 
  Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to conventional credit card certificate
issues. Investor securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.
 
  Investors electing to hold their Global Securities through Cedel or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no "lock-up" or restricted period. Global Securities will be credited to
the securities custody accounts on the settlement date against payment in the
same-day funds.
 
SECONDARY MARKET TRADING
 
  Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and Transferor's
accounts are located to ensure that settlement can be made on the desired
value date.
 
  Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to conventional
credit card certificate issues in same-day funds.
 
                                      A-1
<PAGE>
 
  Trading between Cedel and/or Euroclear Participants. Secondary market
trading between Cedel Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
 
  Trading between DTC Transferor and Cedel or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC Participant to the
accounts of a Cedel Participant or a Euroclear Participant, the purchaser will
send instructions to Cedel or Euroclear through a Cedel Participant or
Euroclear Participant at least one business day prior to settlement. Cedel or
Euroclear will instruct the respective Depositary, as the case may be, to
receive the Global Securities against payment. Payment will include interest
accrued on the Global Securities from and including the last coupon payment
date to and excluding the settlement date, on the basis of actual days elapsed
and a 360 day year. Payment will then be made by the respective Depositary to
the DTC Participant's account against delivery of the Global Securities. After
settlement has been completed, the Global Securities will be credited to the
respective clearing system and by the clearing system, in accordance with its
usual procedures, to the Cedel Participant's or Euroclear Participant's
account. The Global Securities credit will appear the next day (European time)
and the cash debit will be bad-valued to, and the interest on the Global
Securities will accrue from, the value date (which would be the preceding day
when settlement occurred in New York). If settlement is not completed on the
intended value date (i.e., the trade fails), the Cedel or Euroclear cash debit
will be valued instead as of the actual settlement date.
 
  Cedel Participants and Euroclear Participants will need to make available to
the respective clearing systems the funds necessary to process De-day funds
settlement. The most direct means of doing so is to pre-position funds for
settlement, either from cash on hand or existing lines of credit, as they
would for any settlement occurring within Cedel or Euroclear. Under this
approach, they may take on credit exposure to Cedel or Euroclear until the
Global Securities are credited to their accounts one day later.
 
  As an alternative, if Cedel or Euroclear has extended a line of credit to
them, Cedel Participants or Euroclear Participants can elect not to
preposition funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Cedel Participants or Euroclear Participants
purchasing Global Securities would incur overdraft charges for one day,
assuming they cleared the overdraft when the Global Securities were credited
to their accounts. However, interest on the Global Securities would accrue
form the value date. Therefore, in many cases the investment income on the
Global Securities earned during that one-day period may substantially reduce
or offset the amount of such overdraft charges, although this result will
depend on each Cedel Participant's or Euroclear Participant's particular cost
of funds.
 
  Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities
to the respective Depositary for the benefit of Cedel Participants or
Euroclear Participants. The sale proceeds will be available to the DTC
Transferor on the settlement date. Thus, to the DTC Participants a cross-
market transaction will settle no differently than a trade between two DTC
Participants.
 
  Trading between Cedel or Euroclear Transferor and DTC purchaser. Due to time
zone differences in their favor, Cedel Participants and Euroclear Participants
may employ their customary procedures for transactions in which Global
Securities are to be transferred by the respective clearing system, through
the respective Depositary, to a DTC Participant. The Transferor will send
instructions to Cedel or Euroclear through a Cedel Participant or Euroclear
Participant at least one business day prior to settlement. In these cases,
Cedel or Euroclear will instruct the respective Depositary, as appropriate, to
deliver the bonds to the DTC Participant's account against payment. Payment
will include interest accrued on the Global Securities from and including the
last coupon payment date to and excluding the settlement date on the basis of
actual days elapsed and a 360 day year. The payment will then be reflected in
the account of the Cedel Participant or Euroclear Participant the following
day, and receipt of the cash proceeds in the Cedel Participant's or Euroclear
Participant's account would be back-valued to the value date (which would be
the preceding day, when settlement occurred in New York). Should the Cedel
Participant or Euroclear Participant have a line of credit with its respective
clearing
 
                                      A-2
<PAGE>
 
system and elect to be in debt in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft charges
incurred over that one-day period. If settlement is not completed on the
intended value date (i.e., the trade fails), receipt of the cash proceeds in
the Cedel Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.
 
  Finally, day traders that use Cedel or Euroclear and that purchase Global
Securities from DTC Participants for delivery to Cedel Participants or
Euroclear Participants should note that these trades would automatically fail
on the sale side unless affirmative action were taken. At least three
techniques should be readily available to eliminate this potential problem:
 
    (a) borrowing through Cedel or Euroclear for one day (until the purchase
  side of the day trade is reflected in their Cedel or Euroclear accounts) in
  accordance with the clearing system's customary procedures;
 
    (b) borrowing the Global Securities in the U.S. from a DTC Participant no
  later than one day prior to settlement, which would give the Global
  Securities sufficient time to be reflected in their Cedel or Euroclear
  account in order to settle the sale side of the trade; or
 
    (c) staggering the value dates for the buy and sell sides of the trade so
  that the value date for the purchase form the DTC Participant is at least
  one day prior to the value date for the sale to the Cedel Participant or
  Euroclear Participant.
 
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
 
  A beneficial owner of Global Securities holding securities through Cedel or
Euroclear (or through DTC if the holder has an address outside the U.S.) will
be subject to the 30% U.S. withholding tax that generally applies to payments
of interest (including original issue discount) on registered debt issued by
U.S. Persons, unless (i) each clearing system, bank or other financial
institution that holds customers' securities in the ordinary course of its
trade or business in the chain of intermediaries between such beneficial owner
and the U.S. entity required to withhold tax complies with applicable
certification requirements and (ii) such beneficial owner takes one of the
following steps to obtain an exemption or reduced tax rate:
 
  Exemption for non-U.S. Persons (Form W-8). Beneficial owners of Certificates
that are non-U.S. Persons can obtain a complete exemption from the withholding
tax by filing a signed Form W-8 (Certificate of Foreign Status) and a
certificate under penalties of perjury (the "Tax Certificate") that such
beneficial owner is (i) not a controlled foreign corporation (within the
meaning of Section 957(a) of the Code) that is related (within the meaning of
Section 864(d)(4) of the Code) to the Trust or the Transferor and (ii) not a
10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of the Trust or the Transferor. If the information shown on Form W-8 or
the Tax Certificate changes, a new Form W-8 or Tax Certificate, as the case
may be, must be filed within 30 days of such change.
 
  Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its
conduct of a trade or business in the United States, can obtain an exemption
from the withholding tax by filing Form 4224 (Exemption from Withholding of
Tax on Income Effectively Connected with the Conduct of a Trade or Business in
the United States).
 
  Exemption or reduced rate for non-U.S. persons resident in treaty countries
(Form 1001). Non-U.S. Persons that are Certificate Owners residing in a
country that has a tax treaty with the United States can obtain an exemption
or reduced tax rate (depending on the treaty terms) by filing Form 1001
(Ownership, Exemption or Reduced Rate Certificate). If the treaty provides
only for a reduced rate, withholding tax will be imposed at that rate unless
the filer alternatively files Form W-8. Form 1001 may be filed by the
Certificate Owner or his agent.
 
                                      A-3
<PAGE>
 
  Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
 
  U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his
agent, files by submitting the appropriate form to the person through whom it
holds (the clearing agency, in the case of persons holding directly on the
books of the clearing agency). Form W-8 and Form 1001 are effective for three
calendar years and Form 4224 is effective for one calendar year.
 
  The term "U.S. Person" means (i) a citizen or resident of the United States,
(ii) a corporation or partnership organized in or under the laws of the United
States or any political subdivision thereof, (iii) an estate the income of
which is includible in gross income for United States tax purposes, regardless
of its source or (iv) a trust if (A) a court within the United States is able
to exercise primary supervision over the administration of the trust and (B)
one or more United States trustees have authority to control all substantial
decisions of the trust. This summary does not deal with all aspects of U.S.
Federal income tax withholding that may be relevant to foreign holders of the
Global Securities. Investors are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of the Global
Securities.
 
                                      A-4
<PAGE>
 
                                                                        ANNEX B
 
                                 OTHER SERIES
 
  The table below sets forth the principal characteristics of Series 1995-1,
Series 1996-1, Series 1996-2 and Series 1998-1, the only Series heretofore
issued by the Trust. Series 1996-1 is a series of variable funding
certificates, meaning that the aggregate outstanding principal amount of
Series 1996-1 Certificates may be increased or decreased from time to time
subject to a maximum amount. It is expected that the aggregate outstanding
principal amount of the Series 1996-1 Certificates will be zero on the Series
1998-2 Issuance Date. For more specific information with respect to any
Series, any prospective investor should contact the Servicer at (651) 293-
3400. The Servicer will provide, without charge, to any prospective purchaser
of the Certificates, a copy of the disclosure documents for any previous
publicly issued Series.
 
SERIES 1995-1
 
<TABLE>
<S>                                                            <C>
Scheduled Series Termination Date............................. December 13, 2000
Series Issuance Date.......................................... December 1995
Annual Servicing Fee Percentage............................... 2.00%
</TABLE>
 
CLASS A CERTIFICATES
 
<TABLE>
<S>                                   <C>
Initial Invested Amount.............. $409,400,000
Expected Invested Amount as of        $409,400,000
 Closing Date........................
Certificate Rate..................... LIBOR + 0.16%
Commencement of Controlled            August 1998 (extendible)
 Accumulation Period.................
Enhancement.......................... Subordination of Class B Certificates,
                                       Class C Certificates and Class D
                                       Certificates
 
CLASS B CERTIFICATES
 
Initial Invested Amount.............. $18,400,000
Certificate Rate..................... LIBOR + 0.32%
Enhancement.......................... Subordination of Class C Certificates and
                                       Class D Certificates
 
CLASS C CERTIFICATES
 
Initial Invested Amount.............. $6,900,000
Certificate Rate..................... None
Enhancement.......................... Subordination of Class D Certificates
 
CLASS D CERTIFICATES
 
Initial Invested Amount.............. $25,300,000 (exclusive of the Class D
                                       Incremental Invested Amount)
Certificate Rate..................... None
</TABLE>
 
                                      B-1
<PAGE>
 
SERIES 1996-1
 
<TABLE>
<S>                                    <C>
Scheduled Series Termination Date..... September 13, 2000
Series Issuance Date.................. June 12, 1996
Annual Servicing Fee Percentage....... 2.0%
</TABLE>
 
CLASS A CERTIFICATES
 
<TABLE>
<S>                                    <C>
Invested Amount....................... Variable (subject to a maximum of
                                        $382,700,000)
Certificate Rate...................... Variable
Commencement of Amortization Period... June 1999
Enhancement........................... Subordination of Class B Certificates,
                                        Class C Certificates and Class D
                                        Certificates
 
CLASS B CERTIFICATES
 
Invested Amount....................... Variable (subject to a maximum of
                                        $17,200,000)
Certificate Rate...................... Variable
Enhancement........................... Subordination of Class C Certificates and
                                        Class D Certificates
 
CLASS C CERTIFICATES
 
Invested Amount....................... Variable (subject to a maximum of
                                        $6,450,000)
Certificate Rate...................... None
Enhancement........................... Subordination of Class D Certificates
 
CLASS D CERTIFICATES
 
Initial Invested Amount............... Variable
Certificate Rate...................... None
 
SERIES 1996-2
 
Scheduled Series Termination Date..... December 13, 2001
Series Issuance Date.................. December 18, 1996
Annual Servicing Fee Percentage....... 2.0%
</TABLE>
 
CLASS A CERTIFICATES
 
<TABLE>
<S>                                   <C>
Invested Amount...................... $478,800,000
Certificate Rate..................... LIBOR + 0.08%
Commencement of Controlled            August 1999
 Accumulation Period.................
Enhancement.......................... Subordination of Class B Certificates,
                                       Class C Certificates and Class D
                                       Certificates
 
CLASS B CERTIFICATES
 
Invested Amount...................... $21,500,000
Certificate Rate..................... LIBOR + 0.30%
Enhancement.......................... Subordination of Class C Certificates and
                                       Class D Certificates
 
CLASS C CERTIFICATES
 
Invested Amount...................... $8,100,000
Certificate Rate..................... None
Enhancement.......................... Subordination of Class D Certificates
 
CLASS D CERTIFICATES
 
Initial Invested Amount.............. $29,600,000 (exclusive of the Class D
                                       Incremental Invested Amount)
Certificate Rate..................... None
</TABLE>
 
 
                                      B-2
<PAGE>
 
SERIES 1998-1
 
<TABLE>
<S>                                   <C>
Scheduled Series Termination Date.... March 13, 2003
Series Issuance Date................. April 15, 1998
Annual Servicing Fee Percentage...... 2.00%
</TABLE>
 
CLASS A CERTIFICATES
 
<TABLE>
<S>                                   <C>
Invested Amount...................... $400,400,000
Certificate Rate..................... LIBOR + .05%
Commencement of Controlled            October 2000
 Accumulation Period.................
Enhancement.......................... Subordination of Class B Certificates,
                                       Class C Certificates and Class D
                                       Certificates
 
CLASS B CERTIFICATES
 
Invested Amount...................... $20,475,000
Certificate Rate..................... LIBOR + .27%
Enhancement.......................... Subordination of Class C Certificates and
                                       Class D Certificates
 
CLASS C CERTIFICATES
 
Invested Amount...................... $19,337,000
Certificate Rate..................... LIBOR + .70%
Enhancement.......................... Subordination of Class D Certificates
</TABLE>
 
CLASS D CERTIFICATES
 
<TABLE>
<S>                                        <C>
Initial Invested Amount................... $14,788,000 (exclusive of the Class D
                                            Incremental Invested Amount)
Certificate Rate.......................... LIBOR + .70%
</TABLE>
 
 
                                      B-3
<PAGE>
 
                              PRINCIPAL OFFICE OF
                                 THE TRANSFEROR
 
                              500 Landmark Towers
                              345 St. Peter Street
                        Saint Paul, Minnesota 55102-1639
 
                                    TRUSTEE
                              AND TRUST'S ADDRESS
 
                  Norwest Bank Minnesota, National Association
                                 Norwest Center
                       Sixth Street and Marquette Avenue
                       Minneapolis, Minnesota 55479-0669
 
                                 PAYING AGENTS
 
    Norwest Bank Minnesota, National           Banque Generale du Luxembourg
              Association                         50, avenue J.F. Kennedy
             Norwest Center                               L-2951
   Sixth Street and Marquette Avenue                    Luxembourg
   Minneapolis, Minnesota 55479-0669
 
                                 LISTING AGENT
 
                         Banque Generale du Luxembourg
                            50, avenue J.F. Kennedy
                                     L-2951
                                   Luxembourg
 
    LEGAL ADVISOR TO THE TRANSFEROR          LEGAL ADVISOR TO THE UNDERWRITER
        AS TO UNITED STATES LAW                   AS TO UNITED STATES LAW
 
 
          Dorsey & Whitney LLP                       Brown & Wood LLP
         220 South Sixth Street                   One World Trade Center
      Minneapolis, Minnesota 55402               New York, New York 10048
 
                    SPECIAL LEGAL ADVISOR TO THE TRANSFEROR
                        AS TO UNITED STATES TAX MATTERS
 
                              Dorsey & Whitney LLP
                             220 South Sixth Street
                          Minneapolis, Minnesota 55402
 
                   INDEPENDENT ACCOUNTANTS TO THE TRANSFEROR
 
                             KPMG Peat Marwick LLP
                              4200 Norwest Center
                              90 South 7th Street
                       Minneapolis, Minnesota 55402-3900
<PAGE>
 
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION OR
TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REF-
ERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE TRANSFEROR OR THE UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF GREEN TREE FINANCIAL CORPORATION, GREEN TREE FLOORPLAN FUNDING CORP.
OR THE RECEIVABLES SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICI-
TATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITA-
TION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.
 
                                ---------------
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Reports to Certificateholders..............................................   2
Available Information......................................................   2
Other Information..........................................................   2
Prospectus Summary.........................................................   3
Risk Factors...............................................................  26
The Trust..................................................................  32
The Transferor.............................................................  33
Green Tree Financial Corporation and its Commercial Finance Division.......  33
The Receivables............................................................  39
The Accounts...............................................................  41
Maturity Considerations....................................................  45
Use of Proceeds............................................................  48
Description of the Offered Certificates....................................  48
Description of the Purchase Agreement......................................  86
Certain Legal Aspects of the Receivables...................................  88
Certain Federal Income Tax
 Consequences..............................................................  91
Employee Benefit Plan Considerations.......................................  96
Underwriting...............................................................  98
Listing and General Information............................................  98
Legal Matters..............................................................  99
Glossary of Terms.......................................................... 100
Annex A.................................................................... A-1
Annex B.................................................................... B-1
</TABLE>
 
                                ---------------
 
UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING TRANS-
ACTIONS IN THE OFFERED CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DIS-
TRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
$
 
LOGO
 
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
 
$             Floating Rate
Floorplan Receivable Trust Certificates,
Series 1998-2, Class A
 
$             Floating Rate
Floorplan Receivable Trust Certificates,
Series 1998-2, Class B
 
GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
 
GREEN TREE FINANCIAL CORPORATION
Servicer
 
J.P. MORGAN & CO.
 
PROSPECTUS
    , 1998
<PAGE>
 
                                   PART II.
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
<TABLE>
   <S>                                                             <C>
   SEC registration fee........................................... $    295.00
   Blue Sky fees and expenses.....................................            *
   Accountant's fees and expenses.................................            *
   Attorney's fees and expenses...................................            *
   Trustee's fees and expenses....................................            *
   Printing and engraving expenses................................            *
   Rating Agency fees.............................................            *
   Miscellaneous..................................................            *
                                                                   -----------
     Total........................................................ $          *
                                                                   ===========
</TABLE>
--------
  * To be supplied by amendment
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
  (a) Exhibits:
 
<TABLE>
  <C>     <S>
     *1.1 Proposed form of Underwriting Agreement
   ***3.1 Certificate of Incorporation of Green Tree Floorplan Funding Corp.
   ***3.2 Bylaws of Green Tree Floorplan Funding Corp.
  ****4.1 Pooling and Servicing Agreement dated December 1, 1995
     *4.2 Form of Series 1998-2 Supplement to the Pooling and Servicing
           Agreement dated as of September 1, 1998
  ****4.3 Receivables Purchase Agreement dated December 1, 1995
    **4.4 Amendment No. 1 to the Pooling and Servicing Agreement dated as of
           March 11, 1998
     *5.1 Opinion and consent of Dorsey & Whitney LLP as to legality
     *8.1 Opinion and consent of Dorsey & Whitney LLP as to tax matters
    *23.1 Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1)
    *23.2 Consent of Dorsey & Whitney LLP (included as part of Exhibit 8.1)
     24.1 Power of attorney from officers and directors of the Registrants
           (Included at II-2)
</TABLE>
--------
    *To be filed by amendment.
   **Incorporated by reference to the corresponding exhibit to Post Effective
    Amendment No. 1 to the Registration Statement on Form S-1, Registration
    No. 333-47533, filed April 15, 1998.
  ***Incorporated by reference to the corresponding exhibit numbers in
    Amendment No. 1 to the Company's Registration Statement on Form S-1
    Registration No. 33-62433, filed November 8, 1995.
 ****Incorporated by reference to the corresponding exhibit in the Company's
    Registration Statement on Form S-1, Registration No. 333-15285, filed
    October 31, 1996.
 
  (b) Financial Statements:
 
    Not Applicable
 
                                     II-1
<PAGE>
 
                                  SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAINT PAUL, STATE OF
MINNESOTA, ON THE 24TH DAY OF JULY, 1998.
 
 
                                          Green Tree Floorplan Funding Corp.
 
                                                   /s/ Phyllis A. Knight
                                          By __________________________________
                                                   PHYLLIS A. KNIGHT
                                               Senior Vice President and
                                                       Treasurer
 
                               POWER OF ATTORNEY
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATE INDICATED. EACH PERSON WHOSE SIGNATURE TO THIS REGISTRATION STATEMENT
APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS JOEL H. GOTTESMAN AND PHYLLIS A.
KNIGHT, AND EACH OF THEM, AS HIS OR HER TRUE AND LAWFUL ATTORNEY-IN-FACT AND
AGENT, WITH FULL POWER OF SUBSTITUTION, TO SIGN ON HIS OR HER BEHALF
INDIVIDUALLY AND IN THE CAPACITY STATED BELOW, AND TO PERFORM ANY ACTS
NECESSARY TO BE DONE IN ORDER TO FILE ALL AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND ANY AND ALL INSTRUMENTS OR
DOCUMENTS FILED AS PART OF OR IN CONNECTION WITH THIS REGISTRATION STATEMENT
OR THE AMENDMENTS THERETO, AND EACH OF THE UNDERSIGNED DOES HEREBY RATIFY AND
CONFORM ALL THAT SAID ATTORNEY-IN-FACT AND AGENT, OR HIS OR HER SUBSTITUTES,
SHALL DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
 
 
              SIGNATURE                        TITLE                 DATE
 
        /s/ Richard G. Evans           President and             July 24, 1998
-------------------------------------   Director
          RICHARD G. EVANS
 
 
       /s/ Phyllis A. Knight           Senior Vice               July 24, 1998
-------------------------------------   President and
          PHYLLIS A. KNIGHT             Treasurer
                                        (Principal
                                        Financial Officer
                                        and Principal
                                        Accounting Officer)
 
 
        /s/ Joel H. Gottesman          Senior Vice               July 24, 1998
-------------------------------------   President and
          JOEL H. GOTTESMAN             Director
 
          /s/ Paul A. Boyum            Director                  July 24, 1998
-------------------------------------
            PAUL A. BOYUM
 
          /s/ Gary P. Mills            Director                  July 24, 1998
-------------------------------------
 
            GARY P. MILLS
 
 
 
                                     II-2
<PAGE>
 
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAINT PAUL, STATE OF
MINNESOTA, ON THE 24TH DAY OF JULY, 1998.
 
 
                                          Green Tree Floorplan Receivables
                                           Master Trust
 
                                          By Green Tree Floorplan Funding
                                           Corp.
 
                                                   /s/ Phyllis A. Knight
                                          By __________________________________
                                                   PHYLLIS A. KNIGHT
                                               Senior Vice President and
                                                       Treasurer
 
                                      II-3
<PAGE>
 
                               INDEX TO EXHIBITS
 
                                                                           PAGE
 
 
<TABLE>
  <C>     <S>
     *1.1 Proposed form of Underwriting Agreement
   ***3.1 Certificate of Incorporation of Green Tree Floorplan Funding Corp.
   ***3.2 Bylaws of Green Tree Floorplan Funding Corp.
  ****4.1 Pooling and Servicing Agreement dated December 1, 1995
     *4.2 Form of Series 1998-2 Supplement to the Pooling and Servicing
           Agreement dated as of September 1, 1998
  ****4.3 Receivables Purchase Agreement dated December 1, 1995
    **4.4 Amendment No. 1 to the Pooling and Servicing Agreement dated as of
           March 11, 1998
     *5.1 Opinion and consent of Dorsey & Whitney LLP as to legality
     *8.1 Opinion and consent of Dorsey & Whitney LLP as to tax matters
    *23.1 Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1)
    *23.2 Consent of Dorsey & Whitney LLP (included as part of Exhibit 8.1)
     24.1 Power of attorney from officers and directors of the Registrants
           (Included at II-2)
</TABLE>
--------
    *To be filed by amendment.
   **Incorporated by reference to the corresponding exhibit to Post Effective
    Amendment No. 1 to the Registration Statement on Form S-1, Registration
    No. 333-47533, filed April 15, 1998.
  ***Incorporated by reference to the corresponding exhibit numbers in
    Amendment No. 1 to the Company's Registration Statement on Form S-1
    Registration No. 33-62433, filed November 8, 1995.
 ****Incorporated by reference to the corresponding exhibit in the Company's
    Registration Statement on Form S-1, Registration No. 333-15285, filed
    October 31, 1996.
 
  (b) Financial Statements:
 
    Not Applicable
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 602010}]
[{"company-data": {"conformed-name": "GREENTREE FLOORPLAN FUNDING CORP", "cik": "0001026002", "assigned-sic": "6189"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-59865", "film-number": "98671233"}, "business-address": {"street1": "500 LANDMARK TOWERS", "street2": "345 ST PETER ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55102-1639", "phone": "6122833400"}, "mail-address": {"street1": "500 LANDMARK TOWERS", "street2": "345 ST PETER ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55102-1639"}}, {"company-data": {"conformed-name": "GREEN TREE FLOORPLAN RECIEVABLES MASTER TRUST", "cik": "0001058999", "assigned-sic": "6189", "irs-number": "416433537", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-59865-01", "film-number": "98671234"}, "business-address": {"street1": "1100 LANDMARK TOWERS", "street2": "345 ST PETER ST", "city": "SAINT PAUL", "state": "MN", "zip": "55102-1639", "phone": "6122933400"}, "mail-address": {"street1": "1100 LANDMARK TOWERS", "street2": "345 ST PETER ST", "city": "SAINT PAUL", "state": "MN", "zip": "55102-1639"}}]
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1998
 
                                                  REGISTRATION NOS. 333-
                                                                    333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                --------------
 
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                --------------

GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
                 (ISSUER WITH RESPECT TO OFFERED CERTIFICATES)
                      GREEN TREE FLOORPLAN FUNDING CORP.
                  (ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                --------------

       DELAWARE                   6189                        41-1823871
   (STATE OR OTHER     (PRIMARY STANDARD INDUSTRIAL       (I.R.S. EMPLOYER  
   JURISDICTION OF      CLASSIFICATION CODE NUMBER)       IDENTIFICATION NO.) 
   INCORPORATION OR
    ORGANIZATION)
           
                                                      
                                                      
 
                              500 LANDMARK TOWERS
            345 ST. PETER STREET, SAINT PAUL, MINNESOTA 55102-1639
                                (651) 293-3400
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                --------------
                            JOEL H. GOTTESMAN, ESQ.
                             1100 LANDMARK TOWERS
            345 ST. PETER STREET, SAINT PAUL, MINNESOTA 55102-1639
                                (651) 293-3400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                --------------
                                  COPIES TO:
           CHARLES F. SAWYER                      RENWICK D. MARTIN
         DORSEY & WHITNEY LLP                     BROWN & WOOD LLP
        220 SOUTH SIXTH STREET                 ONE WORLD TRADE CENTER
     MINNEAPOLIS, MINNESOTA 55402             NEW YORK, NEW YORK 10048
            (612) 343-7986                         (212) 839-5300
                                --------------
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                                --------------
                        CALCULATION OF REGISTRATION FEE
 

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
PROPOSED       PROPOSED
                                 AMOUNT      MAXIMUM        MAXIMUM      AMOUNT OF
    TITLE OF EACH CLASS OF       TO BE    OFFERING PRICE   AGGREGATE    REGISTRATION
 SECURITIES TO BE REGISTERED   REGISTERED  PER UNIT(1)   OFFERING PRICE     FEE
------------------------------------------------------------------------------------
Floorplan Receivable Trust
   Certificates, Series 1998-
   2, Class A ................ $  500,000      100%        $  500,000     $147.50
------------------------------------------------------------------------------------
  Floorplan Receivable Trust
   Certificates, Series 1998-
   2, Class B ................ $  500,000      100%        $  500,000     $147.50
------------------------------------------------------------------------------------
     Total...................  $1,000,000      100%        $1,000,000     $295.00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee on
    the basis of the proposed maximum aggregate offering price, pursuant to
    Rule 457(o).
 
                                --------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROSPECTUS
 
$
 
LOGO
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
 $            Floating Rate Floorplan Receivable Trust Certificates, Series
 1998-2, Class A
 $            Floating Rate Floorplan Receivable Trust Certificates, Series
 1998-2, Class B
GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
GREEN TREE FINANCIAL CORPORATION
Servicer
 
Each of the Floating Rate Floorplan Receivable Trust Certificates, Series
1998-2, Class A (the "Class A Certificates") and each of the Floating Rate
Floorplan Receivable Trust Certificates, Series 1998-2, Class B (the "Class B
Certificates," and, together with the Class A Certificates, the "Offered
Certificates") will represent an undivided interest in the Green Tree
Floorplan Receivables Master Trust (the "Trust"), created pursuant to a
Pooling and Servicing Agreement among Green Tree Floorplan Funding Corp., as
transferor (the "Transferor"), Green Tree Financial Corporation, as servicer
("Green Tree" or the "Servicer") and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"). The fractional undivided interests in
the Trust represented by the Class B Certificates will be subordinated to fund
certain payments with respect to the Class A Certificates as described in
"Description of the Offered Certificates--Application of Collections," "--
Reallocated Principal Collections," and "--Investor Charge-Offs." The assets
of the Trust will include the amounts owed from time to time ("Receivables")
by retail dealers, manufacturers and distributors ("Dealers") pursuant to
revolving financing arrangements (each such arrangement, an "Account") between
such Dealers and Green Tree to finance (i) in the case of retail dealers,
their inventory of consumer and commercial products and (ii) in the case of
manufacturers and distributors, their inventory of finished goods, parts and
other items and the accounts receivable arising from the sale thereof. Any
increase in the Receivables referred to in clause (ii) to an amount in excess
of 20% of total Receivables will be subject to the limitations described under
"Description of the Offered Certificates--The Overconcentration Amounts."
Concurrently with the issuance of the Offered Certificates, the Trust will
issue the Floorplan Receivable Trust Certificates, Series 1998-2, Class C (the
"Class C Certificates"), which may either be issued to the Transferor or
privately placed, and the Floorplan Receivable Trust Certificates, Series
1998-2, Class D (the "Class D Certificates," and, together with the Class C
Certificates and the Offered Certificates, the "Certificates"), which will be
issued to the Transferor. The Offered Certificates, the Class C Certificates
and the Class D Certificates constitute "Series 1998-2." The fractional
undivided interests in the Trust represented by the Class C Certificates will
be subordinated to fund certain payments with respect to the Offered
Certificates, and the Class D Certificates will be subordinated to fund
certain payments with respect to the Class C Certificates and the Offered
Certificates as described in "Description of the Offered Certificates--
Application of Collections," "--Reallocated Principal Collections," and "--
Investor Charge-Offs." The Transferor will own the remaining undivided
interest in the Trust not represented by the Certificates and any other
investor certificates issued by the Trust, which retained interest will be
represented by the Exchangeable Transferor Certificate. The Exchangeable
Transferor Certificate will be held initially by the Transferor and will be
transferable only as provided in the Pooling and Servicing Agreement. The
Transferor from time to time may offer to the public or other investors under
a prospectus or other disclosure document in transactions either registered
under the Securities Act of 1933, as amended (the "Securities Act"), or exempt
from registration thereunder, other series of certificates that evidence
undivided interests in certain assets of the Trust by exchanging a portion of
its interest in the Trust therefor. Only the Offered Certificates are being
offered pursuant to this Prospectus.
                                                       (continued on next page)
 
POTENTIAL INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE INFORMATION SET
FORTH IN "RISK FACTORS" ON PAGES 26 THROUGH 32 HEREIN.
THE OFFERED CERTIFICATES REPRESENT INTERESTS IN THE TRUST ONLY AND DO NOT
REPRESENT INTERESTS IN OR RECOURSE OBLIGATIONS OF THE TRANSFEROR, GREEN TREE
FINANCIAL CORPORATION OR ANY AFFILIATE THEREOF. NEITHER THE OFFERED
CERTIFICATES NOR THE RECEIVABLES ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
-------------------------------------------------------------------------------
PROCEEDS TO
                            PRICE TO     UNDERWRITING       THE
                            PUBLIC(1)      DISCOUNT   TRANSFEROR(1)(2)
----------------------------------------------------------------------
Per Class A Certificate             %           %                 %
----------------------------------------------------------------------
Per Class B Certificate           %             %               %
----------------------------------------------------------------------
Total                    $               $            $
----------------------------------------------------------------------
(1) Plus accrued interest, if any, from      , 1998.
(2) Before deduction of expenses estimated to be $    .
 
The Offered Certificates are offered by the Underwriter as described in
"Underwriting," subject to prior sale, when, as and if issued to and accepted
by the Underwriter and subject to approval of certain legal matters by counsel
for the Underwriter. The Underwriter reserves the right to reject orders in
whole or in part. It is expected that the Offered Certificates will be
delivered in book-entry form on or about      , 1998 through the facilities of
The Depository Trust Company, Cedel Bank, societe anonyme and the Euroclear
System.
 
J.P. MORGAN & CO.
      , 1998.
Interest on the outstanding principal balance of the Class A Certificates
will accrue at a rate per annum equal to the lesser of (i) the applicable one-
month LIBOR (calculated and determined as described under "Description of the
Offered Certificates--Interest Payments") plus    % per annum or (ii) the Net
Receivables Rate (as defined under "Description of the Offered Certificates--
Interest Payments") (the "Class A Certificate Rate"). Interest on the
outstanding principal balance of the Class B Certificates will accrue at a
rate per annum equal to the lesser of (i) the applicable one-month LIBOR plus
   % per annum or (ii) the Net Receivables Rate (as defined under "Description
of the Offered Certificates--Interest Payments") (the "Class B Certificate
Rate"). Interest with respect to the Certificates will be distributed on
  , 1998 and on the    day of each month thereafter (or, if such 13th day is
not a business day, the next succeeding business day) (each, a "Distribution
Date"). Principal on the Class A Certificates is scheduled to be distributed
on the Distribution Date in         but may be paid earlier under certain
limited circumstances described herein. Principal on the Class B Certificates
is scheduled to be paid on the Distribution Date in         but may be paid
earlier under certain limited circumstances described herein.
 
  Application has been made to list the Offered Certificates on the Luxembourg
Stock Exchange.
 
  There currently is no secondary market for the Offered Certificates, and
there is no assurance that one will develop or, if one does develop, that it
will continue until the Offered Certificates are paid in full.
 
  CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE OFFERED
CERTIFICATES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF
OFFERED CERTIFICATES TO COVER SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF
PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
 
                         REPORTS TO CERTIFICATEHOLDERS
 
  Unless and until Definitive Certificates (as defined herein) are issued,
monthly and annual reports, containing information concerning the Trust and
prepared by the Servicer, will be sent on behalf of the Trust to Cede & Co.,
as nominee of The Depository Trust Company ("DTC") and registered holder of
the Offered Certificates, pursuant to the Pooling and Servicing Agreement (as
defined herein). All references herein to "holders" or "Certificateholders" of
the Class A or Class B Certificates reflect the rights of the owners of the
beneficial interests in the Offered Certificates ("Certificate Owners") as
they may indirectly exercise such rights through DTC and its participants,
except as otherwise specified herein. Neither Green Tree Financial Corporation
nor any successor servicer intends to send any of such monthly and annual
reports to Certificate Owners. See "Description of the Offered Certificates--
Book-Entry Registration," "--Reports to Certificateholders" and "--Evidence as
to Compliance." Certificate Owners may receive such reports upon written
request, together with (i) a certification that they are Certificate Owners
and (ii) payment of reproduction and postage expenses associated with the
distribution of such reports, from the Trustee at Norwest Bank Minnesota,
National Association, Norwest Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0069, Attention: Corporate Trust Department. Such
reports will not constitute financial statements prepared in accordance with
generally accepted accounting principles. The Servicer will file with the
Securities and Exchange Commission (the "Commission") such periodic reports
with respect to the Trust as are required under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations of the
Commission thereunder.
 
                             AVAILABLE INFORMATION
 
  Green Tree Floorplan Funding Corp., as originator of the Trust, has filed a
Registration Statement under the Securities Act with the Commission on behalf
of the Trust with respect to the Certificates offered pursuant to this
Prospectus. For further information, reference is made to the Registration
Statement and amendments thereof and exhibits thereto, which are available for
inspection without charge at the public references facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of the
Registration Statement and amendments thereof and exhibits thereto may be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a World Wide Web site which provides on-line access to reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission at the address
"http://www.sec.gov." Periodic reports with respect to the Trust that have
been filed under the Exchange Act and the rules and regulations of the
Commission thereunder and other information filed by the Servicer can be
inspected and copied at the public reference facilities maintained by the
Commission referred to above.
 
                               OTHER INFORMATION
 
  Upon receipt of a request by an investor who has received an electronic
Prospectus from the Underwriter or a request by such investor's representative
within the period during which there is an obligation to deliver a Prospectus,
the Transferor or the Underwriter will promptly deliver, or cause to be
delivered, without charge, a paper copy of the Prospectus.
 
 
                                       2
PROSPECTUS SUMMARY
 
  The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus. Certain
capitalized terms used herein are defined in the "Glossary of Terms" or
elsewhere in this Prospectus. Unless the context requires otherwise, certain
capitalized terms, when used in this Prospectus, relate only to the Series
1998-2 Certificates and not to other certificates which may exist from time to
time.
 
Offered Certificates.........  $            aggregate principal amount of Class
                                A Certificates and $           aggregate prin-
                                cipal amount of Class B Certificates are being
                                offered hereby. The Offered Certificates will
                                be available for purchase in minimum denomina-
                                tions of $1,000 and in integral multiples of
                                $1,000 in excess thereof.
 
                               The Offered Certificates represent obligations
                                of the Trust only and do not represent inter-
                                ests in or recourse obligations of Green Tree,
                                the Transferor, or any affiliate of either of
                                them.
 
                               The Class B Certificates will be subordinated to
                                fund certain payments with respect to the Class
                                A Certificates as described herein. See "De-
                                scription of the Offered Certificates--Subordi-
                                nation of the Class B Certificates."
 
Other Series 1998-2            $           aggregate principal amount of Class
 Certificates................   C Certificates, which may either be issued to
                                the Transferor or privately placed, and
                                $           aggregate principal amount (exclu-
                                sive of the Class D Incremental Invested
                                Amount) of Class D Certificates, which will be
                                issued to the Transferor. The Class D Invested
                                Amount will be adjusted from time to time as
                                described under "Description of the Offered
                                Certificates--The Overconcentration Amounts."
                                Only the Offered Certificates are being offered
                                pursuant to this Prospectus.
 
Transferor...................  Green Tree Floorplan Funding Corp., a wholly
                                owned subsidiary of Green Tree, is the Trans-
                                feror. The principal executive offices of the
                                Transferor are located at 500 Landmark Towers,
                                345 St. Peter Street, St. Paul, Minnesota
                                55102-1639, telephone number (651) 293-3400.
                                See "The Transferor."
 
Servicer.....................  Green Tree Financial Corporation (in such capac-
                                ity, "Green Tree" or the "Servicer"). The prin-
                                cipal executive offices of the Servicer are lo-
                                cated at 1100 Landmark Towers, 345 St. Peter
                                Street, St. Paul, Minnesota 55102-1639, tele-
                                phone number (651) 293-3400. A substitute
                                Servicer may be appointed in certain circum-
                                stances. See "Green Tree Financial Corporation
                                and Its Commercial Finance Division" and "De-
                                scription of the Offered Certificates--Certain
                                Matters Regarding the Transferor and the
                                Servicer."
 
Trustee .....................  Norwest Bank Minnesota, National Association, is
                                the Trustee. Under certain circumstances speci-
                                fied herein, the beneficial owners of investor
                                certificates representing more than 50% of the
                                aggregate invested amount of all Series will
                                have the right
 
                                       3
to remove the Trustee. See "Description of the
                                Offered Certificates--The Trustee."
 
Trust........................  The Trust has been formed pursuant to the Pool-
                                ing and Servicing Agreement, which has been
                                supplemented by Supplements thereto relating to
                                four previous Series of Certificates and which
                                will be supplemented by the Series 1998-2 Sup-
                                plement relating to the Series 1998-2 Certifi-
                                cates and by Supplements applicable to other
                                Series that may be issued in the future. See
                                "The Trust."
 
Trust Assets.................  The Trust assets include (i) all Receivables
                                arising under the Accounts from time to time
                                satisfying certain criteria described herein
                                (see "The Receivables--Eligible Receivables and
                                Eligible Accounts"), (ii) all funds to be col-
                                lected in respect of the Receivables, (iii) all
                                the rights of the Transferor under the Receiv-
                                ables Purchase Agreement between the Transferor
                                and Green Tree (the "Purchase Agreement"), (iv)
                                all funds on deposit in certain accounts of the
                                Trust, (v) any amounts received by the Servicer
                                with respect to Receivables that were previ-
                                ously charged off as uncollectible in accor-
                                dance with the Servicer's customary and usual
                                servicing procedures ("Recoveries"), (vi) an
                                assignment of a security interest in the con-
                                sumer and commercial products or other assets
                                securing each Receivable (collectively, the
                                "Collateral Security"), (vii) the Transferor's
                                rights under all Floorplan Agreements with Man-
                                ufacturers relating to the Collateral Security,
                                and (viii) all proceeds of the foregoing. The
                                Offered Certificates will not have the benefit
                                of any credit enhancement other than the subor-
                                dination of the Class B Certificates, Class C
                                Certificates and Class D Certificates for the
                                benefit of each Class of Series 1998-2 Certifi-
                                cates with an earlier alphabetical designation
                                as described above.
 
                               Pursuant to the Purchase Agreement, the Trans-
                                feror will purchase from Green Tree all of the
                                Receivables arising from time to time under the
                                Accounts. See "Description of the Purchase
                                Agreement--Transfer of Receivables."
 
                               Pursuant to the Pooling and Servicing Agreement,
                                the Transferor will automatically transfer to
                                the Trust all of its right, title, and interest
                                in and to the Receivables. See "Risk Factors--
                                Transfer of the Receivables; Insolvency Risk
                                Considerations" for a discussion of certain le-
                                gal considerations relating to such transfer.
 
The Accounts.................  The Accounts pursuant to which the Receivables
                                will be generated are revolving credit agree-
                                ments entered into with Green Tree or one of
                                its subsidiaries by dealers, manufacturers and
                                distributors located throughout the United
                                States ("Dealers") to finance their production
                                and inventory of consumer and commercial prod-
                                ucts. The Receivables constitute payment obli-
                                gations arising from time to time under the Ac-
                                counts. "Floorplan Receivables" represent ex-
                                tensions of credit to finance product inven-
 
                                       4
tory for dealers, and are secured by the re-
                                lated dealer's product inventory. The products
                                for which Green Tree currently provides
                                floorplan financing to dealers include manufac-
                                tured housing, recreational vehicles, marine
                                products, aircraft, motorcycles and trucks.
                                "Asset-Based Receivables" represent extensions
                                of credit generally to manufacturers and dis-
                                tributors to finance their production and in-
                                ventory, and are secured by finished goods in-
                                ventory, accounts receivable, certain work-in-
                                process, raw materials and component parts, as
                                well as other assets of the borrower. In gener-
                                al, Green Tree's credit approval process fo-
                                cuses on the creation of the Account with the
                                Dealer, with credit limits and other appropri-
                                ate restrictions established upon creation of
                                the Account. The amount of Receivables arising
                                under an Account at any time will be determined
                                primarily by the financing needs of the Dealer.
 
                               Green Tree expects that it will provide financ-
                                ing to Dealers in other products in the future,
                                and that the relative proportions of the Re-
                                ceivables representing financing for each type
                                of product will change over time as the Receiv-
                                ables balance of each Dealer fluctuates over
                                time. The Accounts will be selected from all
                                such credit agreements of Green Tree that meet
                                the credit and eligibility criteria specified
                                in the Pooling and Servicing Agreement and the
                                related Series Supplement (the "Eligible Ac-
                                counts"). Under certain circumstances Accounts
                                may be added to, or removed from, the Trust,
                                and the Transferor expects to add additional
                                Accounts to the Trust from time to time. See
                                "Description of the Offered Certificates--Rep-
                                resentations and Warranties," "--Addition of
                                Accounts" and "--Removal of Accounts."
 
Receivables..................  The Receivables represent the amounts payable
                                from time to time pursuant to the Accounts. The
                                Receivables will bear interest at an adjustable
                                rate described herein. Certain Receivables do
                                not bear interest for a specified period fol-
                                lowing their origination. Generally, the prin-
                                cipal amount of a Receivable is due (i) in the
                                case of Floorplan Receivables, in scheduled in-
                                stallments with payment in full due upon the
                                retail sale of the related product, or (ii) in
                                the case of Asset-Based Receivables, upon the
                                reduction of eligible collateral or as the bor-
                                rower's needs decline, and in full upon the
                                termination of the facility. Accordingly, the
                                amount of Receivables will fluctuate from day
                                to day as new Receivables are generated and as
                                existing Receivables are collected, written off
                                as uncollectible, or otherwise adjusted. Green
                                Tree may also acquire participation interests
                                in floorplan receivables and asset-based re-
                                ceivables established by other lenders on terms
                                similar to those of Floorplan Receivables and
                                Asset-Based Receivables originated by Green
                                Tree and sell such participation interests to
                                the Transferor (who will then transfer to the
                                Trust). In addition, Green Tree may sell to the
                                Transferor (who will then transfer to the
                                Trust) floorplan receivables and asset-based
                                receivables subject to a participation interest
                                granted to another lender, or Green Tree may
                                sell to the Transferor (who will then transfer
                                to the Trust) interests in a partnership or
                                other limited-
 
                                       5
purpose entity whose sole assets will be re-
                                ceivables that are subject to the participation
                                interests of other lenders. See "Green Tree Fi-
                                nancial Corporation and its Commercial Finance
                                Division."
 
Overconcentration Amounts....  In order to reduce the Trust's exposure to any
                                single Dealer or any single industry, certain
                                diversification thresholds ("Overconcentration
                                Amounts") will be tested at the end of each
                                Monthly Period. Initially, except as provided
                                below, no more than 20% of the Receivables may
                                be Asset-Based Receivables; no more than 2% (or
                                3% for certain designated Dealers) of the Re-
                                ceivables may have arisen under an Account with
                                a single Dealer; no more than 15% of the Re-
                                ceivables may be Floorplan Receivables financ-
                                ing products from a single manufacturer; no
                                more than 5% of the Receivables may be
                                Floorplan Receivables financing marine prod-
                                ucts; no more than 25% of the Receivables may
                                be Floorplan Receivables financing recreational
                                vehicles, and no more than 5% of the Receiv-
                                ables may be Floorplan Receivables financing
                                products other than manufactured housing, ma-
                                rine products or recreational vehicles. Green
                                Tree expects that the Receivables will from
                                time to time exceed one or more of these
                                thresholds. To the extent that any such thresh-
                                old is exceeded at the end of a Monthly Period,
                                the Class D Invested Amount will be increased
                                by an equivalent amount. These threshold per-
                                centages may, however, be increased or de-
                                creased in the future without the consent of
                                any Certificateholder to a level acceptable to
                                each Rating Agency without any reduction or
                                withdrawal of its rating of the Class A or
                                Class B Certificates. See "Description of the
                                Offered Certificates--The Overconcentration
                                Amounts."
 
Collections..................  The Servicer will deposit all collections of Re-
                                ceivables (other than collections allocable to
                                the Exchangeable Transferor Certificate, sub-
                                ject to certain exceptions specified herein) in
                                the Collection Account on each business day.
                                The aggregate of (A) all collections on the Re-
                                ceivables with respect to interest or other
                                fees, (B) investment earnings on amounts on de-
                                posit in the Interest Funding Account, the
                                Principal Account, the Distribution Account,
                                the Collection Account, the Excess Funding Ac-
                                count, the Pre-Funding Account and the Class D
                                Subaccount of the Excess Funding Account (col-
                                lectively, the "Trust Accounts") on such busi-
                                ness day and (C) Recoveries will be treated as
                                "Finance Charge Collections." In addition, in
                                order to provide additional yield to the Trust
                                to offset the effect of any increase in Receiv-
                                ables that do not bear interest for a specified
                                period, any increase in the length of such a
                                period or any decrease in the level of interest
                                rates borne by the Receivables, the Transferor
                                may elect at any time to instruct the Servicer
                                to allocate a specified percentage (the "Dis-
                                count Factor") of Principal Collections to be
                                treated as interest collections ("Imputed Yield
                                Collections"). The Discount Factor, if any, may
                                vary from time to time (subject to the limita-
                                tions set forth in the Series 1998-2 Supple-
                                ment), and
 
                                       6
initially will be zero. Finance Charge Collec-
                                tions and Imputed Yield Collections, if any,
                                are collectively referred to as "Interest Col-
                                lections." The remainder of the collections on
                                the Receivables received on any business day
                                will be treated as "Principal Collections."
                                Principal Collections and Interest Collections
                                are collectively sometimes referred to herein
                                as "Collections." See "Description of the Of-
                                fered Certificates--Interest Collections; Prin-
                                cipal Collections." All such amounts will then
                                be allocated in accordance with the respective
                                interests of the Certificateholders, the
                                certificateholders of any other Series, and the
                                holder of the Exchangeable Transferor Certifi-
                                cate in the Principal Receivables and in the
                                Interest Receivables in the Trust. During the
                                Revolving Period, upon the retail sale of a
                                product securing a Receivable where Green Tree
                                is providing the customer financing for such
                                retail sale, Green Tree will not, except under
                                certain limited circumstances, be obligated to
                                deposit cash in the Collection Account in re-
                                spect of the principal amount of such Receiv-
                                able but may instead replace such Receivable
                                with other Receivables. See "Description of the
                                Offered Certificates--Allocation Percentages."
 
The Series 1998-2
 Certificates
 
  A. Class A Certificates....  The Class A Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class A Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class A Certificates at the Class A Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class A Invested Amount
                                (which may be less than the aggregate unpaid
                                principal amount of the Class A Certificates,
                                in certain circumstances, if the Investor De-
                                fault Amount exceeds funds allocable thereto
                                and the Class B Invested Amount, the Class C
                                Invested Amount and the Class D Invested Amount
                                are reduced to zero). See "Description of the
                                Offered Certificates--Subordination of the
                                Class B Certificates," "--Allocation Percent-
                                ages" and "--Investor Charge-Offs."
 
  B. Class B Certificates....  The Class B Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class B Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class B Certificates at the Class B Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class B Invested Amount
                                (which may be less than the aggregate unpaid
                                principal amount of the Class B Certificates,
                                in certain circumstances, if the Investor De-
                                fault Amount exceeds funds allocable thereto
                                and the Class C Invested Amount and the Class D
                                Invested Amount are reduced to zero). See "De-
                                scription of the Offered Certificates--Subordi-
                                nation of the Class B Certificates," "--Alloca-
                                tion Percentages" and "--Investor Charge-Offs."
 
 
                                       7
C. Class C Certificates....  The Class C Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class C Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class C Certificates at the Class C Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class C Invested Amount
                                (which may be less than the aggregate unpaid
                                principal amount of the Class C Certificates,
                                in certain circumstances, if the Investor De-
                                fault Amount exceeds funds allocable thereto
                                and the Class D Invested Amount is reduced to
                                zero). See "Description of the Offered Certifi-
                                cates--Allocation Percentages" and "--Investor
                                Charge-Offs." The Class C Certificates are not
                                being offered hereby.
 
  D. Class D Certificates....  The Class D Certificates will evidence undivided
                                interests in the assets of the Trust allocated
                                to the Class D Certificateholders' Interest and
                                will represent the right to receive from such
                                assets funds up to (but not in excess of) the
                                amounts required to make payments of interest
                                on the Class D Certificates at the Class D Cer-
                                tificate Rate and the payment of principal to
                                the extent of the Class D Invested Amount. The
                                Class D Invested Amount will initially equal
                                $           (exclusive of the Class D Incremen-
                                tal Invested Amount), and will be adjusted from
                                time to time as described under "Description of
                                the Offered Certificates--The Overconcentration
                                Amounts." The Class D Certificates are not be-
                                ing offered hereby.
 
Transferor Interest..........  The Pooling and Servicing Agreement provides
                                that the Trustee will issue two types of cer-
                                tificates: (i) investor certificates in one or
                                more Series, each of which may have multiple
                                classes and of which one or more such classes
                                may be transferable, and (ii) the Exchangeable
                                Transferor Certificate. The Exchangeable Trans-
                                feror Certificate will evidence the Transferor
                                Interest, will be held by the Transferor, and
                                will be transferable only as provided in the
                                Pooling and Servicing Agreement. The Transferor
                                Interest will represent the right to the assets
                                of the Trust not allocated to the Series 1998-2
                                Certificateholders' Interest or the interest of
                                the holders of certificates of any other Series
                                pursuant to the Pooling and Servicing Agreement
                                and applicable Supplements.
 
Companion Series with Series
 1995-1 Certificates.........
                               The Series 1998-2 Certificates are a Companion
                                Series of the Series 1995-1 Certificates. As a
                                result, if a Pay Out Event occurs with respect
                                to the Series 1998-2 Certificates prior to the
                                payment in full of the Series 1995-1 Certifi-
                                cates, Series 1998-2 Certificateholders will
                                receive no allocations of principal (other than
                                funds then on deposit in the Pre-Funding Ac-
                                count) until the Series 1995-1 Certificates are
                                paid in full or funds in respect thereof have
                                been deposited in the Principal Account, which
                                is expected to occur in October 1998. See "Risk
                                Factors--Companion Series with Series 1995-1
                                Certificates; Delay in Allocations of Princi-
                                pal."
 
 
                                       8
Issuance of New Series.......  The Pooling and Servicing Agreement provides
                                that, pursuant to any one or more supplements
                                thereto (each, a "Supplement"), the Transferor
                                may cause the Trustee to issue one or more new
                                Series of certificates (a "New Issuance"). The
                                Transferor may create a New Issuance pursuant
                                to an Exchange (described below). The Trans-
                                feror may offer any Series for sale in transac-
                                tions either registered under the Securities
                                Act or exempt from registration thereunder, di-
                                rectly or through one or more underwriters or
                                placement agents, in fixed-price offerings, in
                                negotiated transactions or otherwise. The
                                Transferor has previously offered Floating Rate
                                Floorplan Receivable Trust Certificates, Series
                                1995-1 (the "Series 1995-1 Certificates"),
                                Floating Rate Floorplan Receivable Trust Cer-
                                tificates, Series 1996-2 (the "Series 1996-2
                                Certificates") and Floating Rate Floorplan Re-
                                ceivable Trust Certificates, Series 1998-1 (the
                                "Series 1998-1 Certificates"), in public offer-
                                ings, and has privately placed Variable Funding
                                Certificates, Series 1996-1 (the "Series 1996-1
                                Certificates"). See Annex B hereto. The Trans-
                                feror currently intends to offer, from time to
                                time, additional Series issued by the Trust.
 
Exchanges....................  The Pooling and Servicing Agreement provides
                                that, pursuant to any one or more Supplements
                                to the Pooling and Servicing Agreement, the
                                Transferor may tender the Exchangeable Trans-
                                feror Certificate or, if provided in the rele-
                                vant Supplement, certificates comprising any
                                Series and the Exchangeable Transferor Certifi-
                                cate, to the Trustee in exchange for certifi-
                                cates comprising one or more new Series and a
                                reissued Exchangeable Transferor Certificate
                                (an "Exchange"). Any Exchange will be subject
                                to certain conditions specified in the Pooling
                                and Servicing Agreement. See "Description of
                                the Offered Certificates--Exchanges."
 
Interest.....................  Interest on the respective outstanding balance
                                of each Class of Offered Certificates will ac-
                                crue at the applicable Certificate Rate (as de-
                                fined below) and will be payable on the 13th
                                day of each month, or if such day is not a
                                business day, on the next succeeding business
                                day (each a "Distribution Date"), beginning
                                  , 1998. Interest will accrue from and includ-
                                ing the preceding Distribution Date up to but
                                excluding such Distribution Date (or, in the
                                case of the first Distribution Date, from and
                                including the Series 1998-2 Issuance Date)
                                (each an "Interest Accrual Period") and will be
                                calculated on the basis of the actual number of
                                days in the related Interest Accrual Period di-
                                vided by 360.
 
                               Interest on the outstanding principal balance of
                                the Class A Certificates will accrue for each
                                Interest Accrual Period at a rate per annum
                                equal to the lesser of (i) one-month LIBOR
                                (calculated as described under "Description of
                                the Offered Certificates--Interest Payments")
                                determined as of the second LIBOR business day
                                prior to such Interest Accrual Period (or, in
                                the case of the first Distribution Date, deter-
                                mined as of      , 1998 for the period
 
                                       9
from      , 1998 up to but excluding      ,
                                1998) plus    % per annum or (ii) the Net Re-
                                ceivables Rate (as described under "Description
                                of the Offered Certificates--Interest") (the
                                "Class A Certificate Rate"). Interest on the
                                outstanding principal balance of the Class B
                                Certificates will accrue for each Interest Ac-
                                crual Period at a rate per annum equal to the
                                lesser of (i) one-month LIBOR determined as of
                                the second LIBOR business day prior to such In-
                                terest Accrual Period (or, in the case of the
                                first Distribution Date, determined as of
                                  , 1998 for the period from      , 1998 up to
                                but excluding      , 1998) plus    % per annum
                                or (ii) the Net Receivables Rate (the "Class B
                                Certificate Rate" and together with the Class A
                                Certificate Rate, the Class C Certificate Rate
                                and the Class D Certificate Rate, the "Certifi-
                                cate Rates").
 
                               Interest payments on the Offered Certificates
                                will be made from Series Available Interest
                                Collections, as described under "Description of
                                the Offered Certificates--Application of Col-
                                lections--Payment of Fees, Interest and Other
                                Items," and from certain other funds allocated
                                for such purpose under the Pooling and Servic-
                                ing Agreement. See "Description of the Offered
                                Certificates--Reallocated Principal Collec-
                                tions."
 
Funding Period...............  During the period from and including the Series
                                1998-2 Issuance Date to but excluding the ear-
                                lier of (x) the first day for which the In-
                                vested Amount equals the Full Invested Amount;
                                (y) the first day on which a Pay Out Event is
                                deemed to occur; and (z) the last day of the
                                    1998 Monthly Period (the "Funding Period"),
                                the Pre-Funded Amount will be maintained in a
                                trust account to be established with the
                                Trustee (the "Pre-Funding Account"). The "Pre-
                                Funded Amount" as of any date during the Fund-
                                ing Period will equal the amount of the initial
                                deposit to the Pre-Funding Account, less the
                                amounts of any increases in the Invested Amount
                                pursuant to the Series 1998-2 Supplement in
                                connection with the increase in the amount of
                                Receivables in the Trust. On the Series 1998-2
                                Issuance Date a cash deposit will be made to
                                the Pre-Funding Account such that the amount of
                                Principal Receivables plus the amount of such
                                cash deposit on such date will at least equal
                                the sum of the initial outstanding principal
                                balances of the Class A Certificates, the Class
                                B Certificates, the Class C Certificates and
                                the Class D Certificates, and the then current
                                outstanding principal amount of the Series
                                1995-1 Certificates, the Series 1996-1 Variable
                                Funding Certificates, the Series 1996-2 Certif-
                                icates and the Series 1998-1 Certificates.
                                Funds on deposit in the Pre-Funding Account
                                will be invested by the Trustee at the direc-
                                tion of the Servicer in Cash Equivalents.
 
                               During the Funding Period, funds on deposit in
                                the Pre-Funding Account will be withdrawn and
                                paid to the Transferor, as frequently as daily,
                                to the extent of any increases in the Invested
 
                                       10
Amount as a result of the increase in the
                                amount of Receivables in the Trust. The Trans-
                                feror expects that the funds on deposit in the
                                Pre-Funding Account will be fully invested in
                                Receivables by the end of the     1998 Monthly
                                Period. In the event of the occurrence of a Pay
                                Out Event during the Funding Period the amounts
                                remaining on deposit in the Pre-Funding Ac-
                                count, will be payable as principal first to
                                the Class A Certificateholders until the Class
                                A Invested Amount is paid in full, then to the
                                Class B Certificateholders until the Class B
                                Invested Amount is paid in full, then to the
                                Class C Certificateholders until the Class C
                                Invested Amount is paid in full, and then to
                                the Class D Certificateholders until the Class
                                D Invested Amount is paid in full. Should the
                                Pre-Funded Amount be greater than zero on the
                                last day of the     1998 Monthly Period, such
                                amount will be deposited in the Excess Funding
                                Account and the Invested Amount will be in-
                                creased in an amount equal to such deposit.
                                Amounts on deposit in the Excess Funding Ac-
                                count are treated as assets of the Trust allo-
                                cated to all Series then outstanding and the
                                Exchangeable Transferor Certificate and will be
                                applied as described in "Description of the Of-
                                fered Certificates--Excess Funding Account."
 
Revolving Period.............  The "Revolving Period" with respect to Series
                                1998-2 means the period from and including the
                                Series 1998-2 Issuance Date to, but not includ-
                                ing, the earlier of (a) the commencement of the
                                Controlled Accumulation Period (described be-
                                low) and (b) the commencement of the Early Am-
                                ortization Period. During the Revolving Period,
                                Principal Collections otherwise allocable to
                                the Certificateholders (other than any Reallo-
                                cated Principal Collections applied to make in-
                                terest distributions) will, subject to certain
                                limitations, be paid from the Trust to the
                                holder of the Exchangeable Transferor Certifi-
                                cate or applied as Shared Principal Collections
                                and paid to holders of certificates of other
                                series, as described below under "Shared Prin-
                                cipal Collections."
 
                               The aggregate principal amount of the Series
                                1998-2 Certificates, except as otherwise pro-
                                vided herein, will remain fixed during the Re-
                                volving Period.
Principal Payments
 
  A. Controlled Accumulation
     Period..................
                               On      , the Servicer will determine the Accu-
                                mulation Period Length. The "Accumulation Pe-
                                riod Length" will be one, two, three or four
                                month(s) and will be calculated as the product,
                                rounded upwards to the nearest integer, of (a)
                                four and (b) a fraction, the numerator of which
                                is the Invested Amount as of       (after giv-
                                ing effect to all changes therein on such date)
                                and the denominator of which is the sum of such
                                Invested Amount and the invested amounts as of
                                      (after giving effect to all changes
                                therein on such date) of all other outstanding
                                Series whose respective revolving periods are
                                not
 
                                       11
scheduled to end before the last day of the
                                      Monthly Period. Depending on whether the
                                Accumulation Period Length is one month, two
                                months, three months or four months, the "Accu-
                                mulation Period Commencement Date" will be the
                                first day of the       Monthly Period, the
                                      Monthly Period, the       Monthly Period
                                or the       Monthly Period, respectively. Not-
                                withstanding the foregoing, the Accumulation
                                Period Commencement Date will be       if,
                                prior to such date, any other outstanding Se-
                                ries has entered into an early amortization pe-
                                riod. In addition, if the Accumulation Period
                                Length has been determined to be less than four
                                months and, thereafter, any outstanding Series
                                enters into an early amortization period, the
                                Accumulation Period Commencement Date will be
                                the earlier of (i) the date that such outstand-
                                ing Series entered into its early amortization
                                period and (ii) the Accumulation Period Com-
                                mencement Date as previously determined.
 
                               The Controlled Accumulation Period will end on
                                the earliest of (i) the commencement of the
                                Early Amortization Period, (ii) payment of the
                                Invested Amount in full and (iii) the Series
                                1998-2 Termination Date.
 
                               On each business day during the Controlled Accu-
                                mulation Period, prior to the payment of the
                                Class A Invested Amount in full, the Servicer
                                will deposit into an account established for
                                the Certificateholders (the "Principal Ac-
                                count") an amount equal to the lesser of (a)
                                Principal Collections allocable to the Class A,
                                Class B and Class C Certificateholders' Inter-
                                ests plus Shared Principal Collections, if any,
                                from other Series allocable to the Class A,
                                Class B and Class C Certificates, plus certain
                                other amounts comprising Class A, Class B and
                                Class C Principal, and (b) the amount, if any,
                                by which (i) the sum of the Controlled Accumu-
                                lation Amount for such Monthly Period plus the
                                Accumulation Shortfall (described below), if
                                any (such sum being referred to as the "Con-
                                trolled Deposit Amount" for the related Monthly
                                Period) exceeds (ii) the amount in the Princi-
                                pal Account for the account of the Class A
                                Certificateholders.
 
                               On each business day during the Controlled Accu-
                                mulation Period, following the payment (or de-
                                posit in the Principal Account) of the Class A
                                Invested Amount in full but prior to the pay-
                                ment (or deposit in the Principal Account) of
                                the Class B Invested Amount in full, an amount
                                equal to the lesser of (a) Principal Collec-
                                tions allocable to the Class B and Class C
                                Certificateholders' Interests (on the basis of
                                the ABC Fixed/Floating Allocation Percentage)
                                plus Shared Principal Collections, if any, from
                                other Series allocable to the Class B and Class
                                C Certificates, plus certain other amounts com-
                                prising Class B and Class C Principal, and (b)
                                the amount, if any, by which (i) the Controlled
                                Deposit Amount for the related
 
                                       12
Monthly Period exceeds (ii) the amount in the
                                Principal Account for the account of the Class
                                B Certificateholders, will be deposited daily
                                in the Principal Account.
 
                               On any business day when the amount on deposit
                                in the Principal Account equals or exceeds the
                                Controlled Deposit Amount for the related Dis-
                                tribution Date, the balance of all such funds
                                remaining on deposit in the Collection Account
                                will be treated as Shared Principal Collections
                                and may be used to make payments to other Se-
                                ries which are in an accumulation or amortiza-
                                tion period.
 
                               If, for any Monthly Period, the amount deposited
                                in the Principal Account is less than the Con-
                                trolled Deposit Amount, the amount of such de-
                                ficiency will be the "Accumulation Shortfall"
                                for the succeeding Monthly Period.
 
                               All funds on deposit in the Principal Account
                                will be invested at the direction of the
                                Servicer by the Trustee in certain Cash Equiva-
                                lents. Investment earnings (net of investment
                                losses and expenses) on funds on deposit in the
                                Principal Account (the "Principal Investment
                                Proceeds") during the Controlled Accumulation
                                Period will be treated as Available Series In-
                                terest Collections. Amounts, if any, in the
                                Principal Account may be expected to earn in-
                                terest at a rate that is less than the weighted
                                average of the Class A Certificate Rate, the
                                Class B Certificate Rate, the Class C Certifi-
                                cate Rate and the Class D Certificate Rate plus
                                2% per annum (the "Base Rate"). The difference
                                between the amount of interest actually earned
                                on investments in the Principal Account on any
                                day and the amount of interest that would have
                                been earned on such investments at the Base
                                Rate is the "Principal Funding Investment
                                Shortfall" for such day. On each business day,
                                the Servicer will apply an amount equal to the
                                lesser of (i) the Series Allocation Percentage
                                of the Interest Collections allocable to the
                                Transferor Interest ("Transferor Interest Col-
                                lections") on such business day and (ii) the
                                Principal Funding Investment Shortfall plus the
                                Negative Carry Amount (described below under
                                "Excess Funding Account"), if any, for such
                                business day, in the manner specified for ap-
                                plication of Available Series Interest Collec-
                                tions.
 
                               Funds on deposit in the Principal Account will
                                be available to pay the Class A
                                Certificateholders the Class A Invested Amount
                                on the Class A Scheduled Payment Date. If the
                                aggregate principal amount of deposits made to
                                the Principal Account is insufficient to pay
                                the Class A Invested Amount on the Class A
                                Scheduled Payment Date, the Early Amortization
                                Period will commence as described below. Al-
                                though it is anticipated that during the Con-
                                trolled Accumulation Period prior to the pay-
                                ment of the Class A Invested Amount in full,
                                funds will be deposited in the Principal Ac-
                                count in an amount equal to the applicable Con-
                                trolled Deposit Amount for each Monthly Period
                                and that scheduled prin-
 
                                       13
cipal will be available for distribution to the
                                Class A Certificateholders on the Class A
                                Scheduled Payment Date, no assurance can be
                                given in that regard. See "Risk Factors--Cer-
                                tificate Rating" and "Maturity Considerations."
 
                               On the Class B Scheduled Payment Date, provided
                                that the Class A Invested Amount is paid in
                                full on the Class A Scheduled Payment Date and
                                the Early Amortization Period has not com-
                                menced, Principal Collections will be paid to
                                the Class B Certificateholders in respect of
                                the Class B Invested Amount as described here-
                                in. If the Principal Collections are insuffi-
                                cient to pay the Class B Invested Amount in
                                full on the Class B Scheduled Payment Date, the
                                Early Amortization Period will commence as de-
                                scribed below. Although it is anticipated that
                                scheduled principal will be available for dis-
                                tribution to the Class B Certificateholders on
                                the Class B Scheduled Payment Date, no assur-
                                ance can be given in that regard. See "Risk
                                Factors--Certificate Rating" and "Maturity Con-
                                siderations."
 
                               If a Pay Out Event occurs during the Controlled
                                Accumulation Period, the Early Amortization Pe-
                                riod will commence and any amounts on deposit
                                in the Principal Account will be applied as de-
                                scribed under "B. Early Amortization Period"
                                below.
 
                               Other Series issued by the Trust may have either
                                an accumulation period or an amortization peri-
                                od. Such periods may have different lengths and
                                begin on different dates than the Controlled
                                Accumulation Period described herein. Thus,
                                certain Series may be in their revolving peri-
                                ods while others are in their amortization or
                                accumulation periods. In addition, other Series
                                may allocate Principal Collections based upon
                                different investor percentages. No Supplement
                                with respect to any such Series, however, may
                                change the terms of the Series 1998-2 Certifi-
                                cates or the terms of the Pooling and Servicing
                                Agreement as it relates to the Offered Certifi-
                                cates. See "Description of the Offered Certifi-
                                cates--Exchanges" for a discussion of the po-
                                tential terms of other Series.
 
  B. Early Amortization        If a Pay Out Event occurs, either during the Re-
 Period......................   volving Period or the Controlled Accumulation
                                Period, the Early Amortization Period will be-
                                gin. During the Early Amortization Period,
                                Principal Collections allocable to the Class A,
                                Class B and Class C Certificateholders' Inter-
                                est and certain other amounts (including Shared
                                Principal Collections from any other Series and
                                funds, if any, on deposit in the Pre-Funding
                                Account or the Excess Funding Account (other
                                than funds in the Class D Subaccount)) will no
                                longer be reinvested in the Trust or otherwise
                                used to maintain the Certificateholders' Inter-
                                est, but instead will be distributed as princi-
                                pal payments monthly on each Distribution Date
                                beginning with the first Distribution Date fol-
                                lowing the Monthly Period in which a Pay Out
                                Event occurs or is deemed to have occurred.
                                Principal payments will be made first to the
                                Class A Certificateholders until the Class A
                                Invested Amount has been
 
                                       14
paid in full, and then to the Class B
                                Certificateholders until the Class B Invested
                                Amount has been paid in full, and then to the
                                Class C Certificateholders until the Class C
                                Invested Amount has been paid in full, and then
                                to the Class D Certificateholders until the
                                Class D Invested Amount has been paid in full.
                                If a Pay Out Event occurs with respect to the
                                Series 1998-2 Certificates prior to the payment
                                in full of the Series 1995-1 Certificates, Se-
                                ries 1998-2 Certificateholders will receive no
                                allocations of principal (other than funds then
                                on deposit in the Pre-Funding Account) until
                                the Series 1995-1 Certificates are paid in full
                                or funds in respect thereof have been deposited
                                in the Principal Account, which is expected to
                                occur in October 1998. See "Risk Factors--Com-
                                panion Series with Series 1995-1 Certificates;
                                Delay in Allocations of Principal" and "De-
                                scription of the Offered Certificates--Pay Out
                                Events."
 
Allocation of Trust Assets...  The Trust's assets will be allocated among the
                                Class A Certificateholders' Interest, the Class
                                B Certificateholders' Interest, the Class C
                                Certificateholders' Interest, the Class D
                                Certificateholders' Interest, the interest of
                                the certificateholders of any other Series is-
                                sued pursuant to the Pooling and Servicing
                                Agreement and applicable Supplements, and the
                                Transferor Interest. The interest of the
                                certificateholders of any class of any Series
                                in the assets of the Trust will be limited to
                                the certificateholders' interest for such class
                                and Series, and such certificateholders will
                                not have any recourse against any assets of the
                                Trust other than those allocated to such
                                certificateholders' interest pursuant to the
                                Pooling and Servicing Agreement and any appli-
                                cable Supplement. The principal amount of the
                                Transferor Interest will fluctuate as the
                                amount of Receivables in the Trust, the in-
                                vested amount of each Series, and the amounts,
                                if any, on deposit in the Excess Funding Ac-
                                count change from time to time. See "Descrip-
                                tion of the Offered Certificates--General" and
                                "--Excess Funding Account."
 
                               The Class A Certificateholders' Interest, the
                                Class B Certificateholders' Interest, the Class
                                C Certificateholders' Interest, and the Class D
                                Certificateholders' Interest will each include
                                the right to receive (but only to the extent
                                needed to make required payments under the
                                Pooling and Servicing Agreement) varying per-
                                centages of Interest Collections and Principal
                                Collections during each Monthly Period. Inter-
                                est Collections and the amount of Defaulted Re-
                                ceivables will be allocated on each business
                                day, and Principal Collections will be allo-
                                cated on each business day during the Revolving
                                Period, to the Class A Certificateholders' In-
                                terest, the Class B Certificateholders' Inter-
                                est, the Class C Certificateholders' Interest,
                                and the Class D Certificateholders' Interest
                                based on the Class A Floating Allocation Per-
                                centage, the Class B Floating Allocation Per-
                                centage, the Class C Floating Allocation Per-
                                centage, and the Class D Floating Allocation
                                Percentage, respectively. During the Revolving
                                Period for each Se-
 
                                       15
ries, all Principal Collections that would oth-
                                erwise be allocated to the Certificateholders
                                will be allocated on each business day and paid
                                to the Transferor (except for Shared Principal
                                Collections used to make payments to other Se-
                                ries and Reallocated Principal Collections).
                                During the Controlled Accumulation Period, un-
                                til the Class A Scheduled Payment Date, Princi-
                                pal Collections will generally be allocated on
                                each business day to the Class A
                                Certificateholders' Interest based on the ABC
                                Fixed/Floating Allocation Percentage. On and
                                after the Class A Scheduled Payment Date, Prin-
                                cipal Collections will generally be allocated
                                on each business day to the Class B
                                Certificateholders' Interest based on the ABC
                                Fixed/Floating Allocation Percentage. On and
                                after the Class B Scheduled Payment Date, all
                                Principal Collections will generally be allo-
                                cated on each business day to the Class C
                                Certificateholders' Interest based on the ABC
                                Fixed/Floating Allocation Percentage. See "De-
                                scription of the Offered Certificates--Alloca-
                                tion Percentages."

Shared Principal 
 Collections.................  To the extent that Principal Collections and
                                other amounts that are allocated to the
                                certificateholders' interest of any class of
                                any series (other than any Transferor Retained
                                Class) are not needed to make payments to the
                                certificateholders of such class or required to
                                be deposited in the Principal Account, they may
                                be applied to cover principal payments due to
                                or for the benefit of certificateholders of an-
                                other Series. Any such reallocation will not
                                result in a reduction in the certificate-
                                holders' interest of the Series to which such
                                Principal Collections were initially allocated.
                                As a result, Principal Collections and certain
                                other amounts otherwise allocable to other Se-
                                ries, to the extent such collections are not
                                needed to make payments to the
                                certificateholders of such other Series, may be
                                applied to cover principal payments due to or
                                for the benefit of the holders of the Series
                                1998-2 Certificates, and Principal Collections
                                and certain other amounts otherwise allocable
                                to the Series 1998-2 Certificates, to the ex-
                                tent such collections are not needed to make
                                payments to the holders of the Series 1998-2
                                Certificates, may be applied to cover principal
                                payments due to or for the benefit of the hold-
                                ers of certificates of other Series. See "De-
                                scription of the Offered Certificates--Applica-
                                tion of Collections."
 
Excess Funding Account.......  At any time during which the Transferor Interest
                                is less than the Minimum Transferor Interest,
                                funds (to the extent available therefor as de-
                                scribed herein) otherwise payable to the Trans-
                                feror will be deposited in the Excess Funding
                                Account on each business day until the Trans-
                                feror Interest is equal to the Minimum Trans-
                                feror Interest. If for any reason the Trans-
                                feror Interest (plus any funds on deposit in
                                the Excess Funding Account) is less than the
                                Minimum Transferor Interest, or if the amount
                                of funds in the Excess Funding Account exceeds
                                certain threshholds for a specified period of
                                time, a Pay Out Event will occur and the Early
                                Amortization Period will begin. Funds on
 
                                       16
deposit in the Excess Funding Account will be
                                withdrawn and paid to the Transferor to the ex-
                                tent that on any day the Transferor Interest
                                exceeds the Minimum Transferor Interest. No
                                funds will be deposited in the Excess Funding
                                Account, however, if any Series is in an amor-
                                tization or accumulation period (including any
                                early amortization period), unless the princi-
                                pal account for such Series has been fully
                                funded for such Monthly Period.
 
                               Any funds on deposit in the Excess Funding Ac-
                                count at the beginning of the Controlled Accu-
                                mulation Period will be deposited in the Prin-
                                cipal Account. See "Description of the Offered
                                Certificates--Excess Funding Account."
 
                               Amounts, if any, in the Excess Funding Account
                                may be expected to earn interest at a rate that
                                is less than the Base Rate (described above un-
                                der "Principal Payments--A. Controlled Accumu-
                                lation Period"). The difference between the
                                amount of interest actually earned on invest-
                                ments in the Excess Funding Account and the
                                Pre-Funding Account on any day and the amount
                                of interest that would have been earned on such
                                investments at the Base Rate is the "Negative
                                Carry Amount" for such day. On each business
                                day, the Servicer will apply an amount equal to
                                the lesser of (i) the Transferor Interest Col-
                                lections on such business day and (ii) the
                                Principal Funding Investment Shortfall plus the
                                Negative Carry Amount, if any, for such busi-
                                ness day, in the manner specified for applica-
                                tion of Available Series Interest Collections.
 
Distribution of Available
 Series Interest Collections
 Allocable to
 Certificateholders..........  Available Series Interest Collections will be
                                applied on each business day in a Monthly Pe-
                                riod in the following order of priority:
 
                                  (i) an amount equal to the amount of Class A
                                  Monthly Interest and any overdue Class A
                                  Monthly Interest not previously deposited in
                                  the Interest Funding Account for such
                                  Monthly Period and interest on any overdue
                                  interest amounts will be deposited in the
                                  Interest Funding Account;
 
                                  (ii) an amount equal to the amount of Class
                                  B Monthly Interest and any overdue Class B
                                  Monthly Interest not previously deposited in
                                  the Interest Funding Account for such
                                  Monthly Period and interest on any overdue
                                  interest amounts will be deposited in the
                                  Interest Funding Account;
 
                                  (iii) if Green Tree or an affiliate of Green
                                  Tree is not the Servicer, an amount equal to
                                  the Monthly Servicing Fee plus any unpaid
                                  Monthly Servicing Fee for any prior Monthly
                                  Period, to the extent such amount has not
                                  been paid on prior business days in such
                                  Monthly Period, will be paid to the
                                  Servicer;
 
 
                                       17
(iv) an amount equal to the ABC Investor
                                  Default Amount on such business day and, to
                                  the extent not previously paid, the ABC
                                  Investor Default Amount for each prior
                                  business day in such Monthly Period will be
                                  (a) during the Revolving Period, treated as
                                  Shared Principal Collections, (b) during the
                                  Controlled Accumulation Period, deposited in
                                  the Principal Account (up to the Controlled
                                  Deposit Amount) or (c) during any Early
                                  Amortization Period, deposited in the
                                  Principal Account;
 
                                  (v) an amount equal to the Class D Investor
                                  Default Amount on such business day and, to
                                  the extent not previously paid, the Class D
                                  Investor Default Amount for each prior
                                  business day in such Monthly Period will be
                                  (a) during the Revolving Period and the
                                  Controlled Accumulation Period prior to the
                                  payment in full of the Class C Invested
                                  Amount, paid to the Transferor in order to
                                  maintain the Class D Invested Amount, (b)
                                  during the Controlled Accumulation Period
                                  following the payment in full of the Class C
                                  Invested Amount, paid to the Class D
                                  Certificateholders up to the Class D
                                  Invested Amount, and (c) during the Early
                                  Amortization Period prior to the payment of
                                  the Class C Invested Amount in full,
                                  deposited in the Class D Subaccount of the
                                  Excess Funding Account, to be held until the
                                  Class C Invested Amount has been paid in
                                  full, and to be available to be applied as
                                  Reallocated Class D Principal Collections;
 
                                  (vi) an amount equal to unreimbursed Class A
                                  Investor Charge-Offs on such business day
                                  will be (a) during the Revolving Period,
                                  treated as Shared Principal Collections, (b)
                                  during the Controlled Accumulation Period,
                                  on or prior to the Class A Scheduled Payment
                                  Date, deposited in the Principal Account (up
                                  to the Controlled Deposit Amount), or (c)
                                  during any Early Amortization Period,
                                  deposited in the Principal Account;
 
                                  (vii) an amount equal to the accrued and un-
                                  paid interest on the outstanding aggregate
                                  principal amount of the Class B Certificates
                                  not previously deposited in the Interest
                                  Funding Account for such Monthly Period will
                                  be deposited in the Interest Funding Account;
 
                                  (viii) an amount equal to unreimbursed Class
                                  B Investor Charge-Offs and unreimbursed re-
                                  ductions in the Class B Invested Amount on
                                  account of Reallocated Principal Collections
                                  on such business day will be (a) during the
                                  Revolving Period, treated as Shared Principal
                                  Collections, (b) during the Controlled Accu-
                                  mulation Period, on or prior to the Class A
                                  Scheduled Payment Date, deposited in the
                                  Principal Account (up to the Controlled De-
                                  posit Amount) for the Class A
                                  Certificateholders, (c) during the Controlled
                                  Accumulation Period, on and after the Class A
                                  Scheduled Payment Date, de-
 
                                       18
posited in the Principal Account up to the
                                 Class B Invested Amount for the Class B
                                 Certificateholders, or (d) during any Early
                                 Amortization Period, deposited in the Princi-
                                 pal Account;
 
                                 (ix) an amount equal to unreimbursed Class C
                                 Investor Charge-Offs and unreimbursed reduc-
                                 tions in the Class C Invested Amount on ac-
                                 count of Reallocated Principal Collections on
                                 such business day will be (a) during the Re-
                                 volving Period, treated as Shared Principal
                                 Collections, (b) during the Controlled Accu-
                                 mulation Period, on or prior to the Class A
                                 Scheduled Payment Date, deposited in the
                                 Principal Account (up to the Controlled De-
                                 posit Amount) for the Class A
                                 Certificateholders, (c) during the Controlled
                                 Accumulation Period, prior to the Class C
                                 Principal Commencement Date, deposited in the
                                 Principal Account up to the Class B Invested
                                 Amount for the Class B Certificateholders, or
                                 (d) during any Early Amortization Period, de-
                                 posited in the Principal Account;
 
                                 (x) an amount equal to unreimbursed Class D
                                 Investor Charge-Offs and unreimbursed reduc-
                                 tions in the Class D Invested Amount on ac-
                                 count of Reallocated Principal Collections on
                                 such business day will be (a) during the Re-
                                 volving Period and during the Controlled Ac-
                                 cumulation Period prior to the payment in
                                 full of the Class C Invested Amount, paid to
                                 the Transferor in order to maintain the Class
                                 D Invested Amount, (b) during the Controlled
                                 Accumulation Period following the payment in
                                 full of the Class C Invested Amount, paid to
                                 the Class D Certificateholders, and (c) dur-
                                 ing the Early Amortization Period prior to
                                 the payment of the Class C Invested Amount in
                                 full, deposited in the Class D Subaccount of
                                 the Excess Funding Account, to be held until
                                 the Class C Invested Amount has been paid in
                                 full, and to be available to be applied as
                                 Reallocated Class D Principal Collections;
 
                                 (xi) an amount equal to the accrued and
                                 unpaid interest on the outstanding aggregate
                                 principal amount of the Class C Certificates
                                 not previously deposited in the Interest
                                 Funding Account for such Monthly Period or
                                 any prior Monthly Period will be deposited in
                                 the Interest Funding Account;
 
                                 (xii) an amount equal to the accrued and un-
                                 paid interest on the outstanding aggregate
                                 principal amount of the Class D Certificates
                                 not previously deposited in the Interest
                                 Funding Account for such Monthly Period or
                                 any prior Monthly Period will be deposited in
                                 the Interest Funding Account;
 
                                 (xiii) if Green Tree or an affiliate of Green
                                 Tree is the Servicer, an amount equal to the
                                 Monthly Servicing Fee plus any unpaid Monthly
                                 Servicing Fee for any prior Monthly Pe-
 
                                       19
riod, to the extent such amount has not been
                                 paid on prior business days in such Monthly
                                 Period, will be paid to the Servicer; and
 
                                 (xiv) the remainder will be treated as Excess
                                 Interest Collections.
 
                                 See "Description of the Offered Certifi-
                                 cates--Application of Collections."

Sharing of Excess Interest 
 Collections.................  Interest Collections on any business day in ex-
                                cess of the amounts necessary to make required
                                payments in respect of the Series 1998-2 Cer-
                                tificates on such business day will be applied
                                to cover any shortfalls with respect to amounts
                                payable from Interest Collections allocable to
                                any other Series then outstanding, pro rata
                                based upon the amount of the shortfall, if any,
                                with respect to such other Series. Any Excess
                                Interest Collections remaining after covering
                                shortfalls with respect to all outstanding Se-
                                ries will be paid to the Transferor.
 
Investor Default Amount;
 Investor Charge-Offs........  A portion of all Defaulted Receivables (the "In-
                                vestor Default Amount") will be allocated to
                                the Certificateholders in an amount equal to
                                the product of the Floating Allocation Percent-
                                age applicable during the related Monthly Pe-
                                riod and the principal amount of Defaulted Re-
                                ceivables for such Monthly Period. Available
                                Series Interest Collections will be applied to
                                the payment thereof as described in clauses
                                (iv) and (v) of "Distribution of Available Se-
                                ries Interest Collections Allocable to
                                Certificateholders" above. If such application
                                is not sufficient to cover the entire Investor
                                Default Amount, then the amount of Excess In-
                                terest Collections, to the extent applied to
                                the payment thereof as described in "Sharing of
                                Excess Interest Collections" above and any Re-
                                allocated Principal Collections applied with
                                respect thereto, as described under "Descrip-
                                tion of the Offered Certificates--Reallocated
                                Principal Collections," will be applied to
                                cover any remaining Investor Default Amount. If
                                such amounts are not sufficient to cover such
                                remaining Investor Default Amount, then the
                                Class D Invested Amount will be reduced by the
                                remaining aggregate Investor Default Amount (a
                                "Class D Investor Charge-Off") for such Monthly
                                Period to avoid a charge-off with respect to
                                the Class A Certificates, the Class B Certifi-
                                cates or the Class C Certificates.
 
                               The Class D Invested Amount will thereafter be
                                increased (but by no more than the amount of
                                previously unreimbursed Class D Investor
                                Charge-Offs and Reallocated Class D Principal
                                Collections) on any business day by the amount
                                of Available Series Interest Collections allo-
                                cated and available for such purpose as de-
                                scribed in clause (x) of "Distribution of
                                Available Series Interest Collections Allocable
                                to Certificateholders." If the Class D Invested
                                Amount is reduced to zero, a portion of the
                                Class C
 
                                       20
Invested Amount equal to the amount by which
                                such insufficiency would have caused the Class
                                D Invested Amount to be reduced below zero (but
                                not in excess of the remaining aggregate In-
                                vestor Default Amount for such Monthly Period)
                                will be deducted from the Class C Invested
                                Amount (a "Class C Investor Charge-Off") to
                                avoid a charge-off with respect to the Class A
                                Certificates or the Class B Certificates. If
                                and for so long as the Class D Invested Amount
                                is reduced to zero, the Class C
                                Certificateholders will bear directly the
                                credit and other risks associated with their
                                undivided interest in the Trust.
 
                               The Class C Invested Amount will thereafter be
                                increased (but not in excess of the unpaid
                                principal balance of the Class C Certificates)
                                on any business day by the amount of Available
                                Series Interest Collections allocated and
                                available for that purpose as described in
                                clause (ix) of "Distribution of Available Se-
                                ries Interest Collections Allocable to
                                Certificateholders." If the Class C Invested
                                Amount is reduced to zero, a portion of the
                                Class B Invested Amount equal to the amount by
                                which such insufficiency would have caused the
                                Class C Invested Amount to be reduced below
                                zero (but not in excess of the remaining aggre-
                                gate Investor Default Amount for such Monthly
                                Period) will be deducted from the Class B In-
                                vested Amount (a "Class B Investor Charge-Off")
                                to avoid a charge-off with respect to the Class
                                A Certificates. If and for so long as the Class
                                C Invested Amount is reduced to zero, the Class
                                B Certificateholders will bear directly the
                                credit and other risks associated with their
                                undivided interest in the Trust.
 
                               The Class B Invested Amount will thereafter be
                                increased (but not in excess of the unpaid
                                principal balance of the Class B Certificates)
                                on any business day by the amount of Available
                                Series Interest Collections allocated and
                                available for that purpose as described in
                                clause (viii) of "Distribution of Available Se-
                                ries Interest Collections Allocable to
                                Certificateholders." If the Class B Invested
                                Amount is reduced to zero, a portion of the
                                Class A Invested Amount equal to the amount by
                                which such insufficiency would have caused the
                                Class B Invested Amount to be reduced below
                                zero (but not in excess of the remaining aggre-
                                gate Investor Default Amount for such Monthly
                                Period) will be deducted from the Class A In-
                                vested Amount (a "Class A Investor Charge-
                                Off"). If and for so long as the Class B In-
                                vested Amount and the Class C Invested Amount
                                are reduced to zero, the Class A
                                Certificateholders will bear directly the
                                credit and other risks associated with their
                                undivided interest in the Trust.
 
                               The Class A Invested Amount will thereafter be
                                increased (but not in excess of the unpaid
                                principal balance of the Class A Certificates)
                                on any business day by the amount of Available
                                Series Interest Collections allocated and
                                available for that purpose as
 
                                       21
described in clause (vi) of "Distribution of
                                Available Series Interest Collections Allocable
                                to Certificateholders." See "Description of the
                                Offered Certificates--Investor Charge-Offs."
 
Subordination of the Class B
 Certificates, the Class C
 Certificates and the Class
 D Certificates..............
                               The Class B Certificates will be subordinated to
                                fund payments of principal and interest on the
                                Class A Certificates. The Class C Certificates
                                will be subordinated to fund payments of prin-
                                cipal and interest on the Class A Certificates
                                and the Class B Certificates. The Class D Cer-
                                tificates will be subordinated to fund payments
                                of principal and interest on the Class A Cer-
                                tificates and the Class B Certificates and pay-
                                ments of principal and, under certain circum-
                                stances, interest on the Class C Certificates.
                                See "Description of the Offered Certificates--
                                Subordination of the Class B Certificates," "--
                                Reallocation of Cash Flows" and "--Reallocated
                                Principal Collections" herein. The Class B In-
                                vested Amount, the Class C In vested Amount and
                                the Class D Invested Amount will be subordi-
                                nated as described herein to the extent neces-
                                sary to fund certain payments with respect to
                                each Class of Certificates with an earlier al-
                                phabetical designation as described herein. If
                                at the end of any Monthly Period there is a
                                positive Class A Required Amount, Class B Re-
                                quired Amount or Class C Required Amount, then,
                                commencing on the first business day of the
                                following Monthly Period, certain Principal
                                Collections for such business day will be used
                                to fund first the Class A Required Amount, sec-
                                ond the Class B Required Amount and third the
                                Class C Required Amount, as more fully de-
                                scribed herein in "Description of the Offered
                                Certificates-- Reallocated Principal Collec-
                                tions." To the extent the Class B Invested
                                Amount, the Class C Invested Amount or the
                                Class D Invested Amount is reduced for any rea-
                                son, the percentage of Interest Collections al-
                                located to the Class B Certificateholders, the
                                Class C Certificateholders, or the Class D
                                Certificateholders, as applicable, will be re-
                                duced. Moreover, to the extent the amount of
                                such reduction in the Class B Invested Amount,
                                the Class C Invested Amount, or the Class D In-
                                vested Amount is not reimbursed, the amount of
                                principal distributable to the Class B
                                Certificateholders, the Class C
                                Certificateholders, or the Class D
                                Certificateholders, as applicable, from the
                                Collection Account will be reduced. Principal
                                payments with respect to the Class B Certifi-
                                cates will not be made until the final payment
                                of the Class A Invested Amount has been made to
                                the Class A Certificateholders. Principal pay-
                                ments with respect to the Class C Certificates
                                will not be made until the final payment of the
                                Class A Invested Amount has been made to the
                                Class A Certificateholders and the final pay-
                                ment of the Class B Invested Amount has been
                                made to the Class B Certificateholders. Princi-
                                pal payments with respect to the Class D Cer-
                                tificates will not be made until the final pay-
                                ment of the Class A Invested Amount
 
                                       22
has been made to the Class A
                                Certificateholders, the final payment of the
                                Class B Invested Amount has been made to the
                                Class B Certificateholders and the final pay-
                                ment of the Class C Invested Amount has been
                                made to the Class C Certificateholders. See
                                "Description of the Offered Certificates--Sub-
                                ordination of the Class B Certificates," "--Re-
                                allocation of Cash Flows" and "--Reallocated
                                Principal Collections."
 
Servicing Compensation.......  The Servicer will receive a monthly servicing
                                fee as described herein as servicing compensa-
                                tion from the Trust. See "Description of the
                                Certificates--Servicing Compensation and Pay-
                                ment of Expenses." In certain circumstances,
                                the Servicer will be permitted to use for its
                                own benefit and not segregate collections on
                                the Receivables received by it during each
                                Monthly Period until no later than the business
                                day prior to the related Distribution Date. See
                                "Description of the Offered Certificates--Ap-
                                plication of Collections."
 
Companion Series.............  On or prior to the commencement of the Con-
                                trolled Accumulation Period or the Early Amor-
                                tization Period, the Series 1998-2 Certificates
                                may be paired with one or more other Series
                                (each a "Companion Series"). Each Companion Se-
                                ries either will be prefunded with an initial
                                deposit to a prefunding account in an amount up
                                to the initial principal balance of such Com-
                                panion Series, funded primarily from the pro-
                                ceeds for the sale of such Companion Series, or
                                will have a variable principal amount. Any such
                                prefunding account will be held for the benefit
                                of such Companion Series and not for the bene-
                                fit of Series 1998-2 Certificateholders. As
                                principal is deposited in the Principal Account
                                with respect to the Series 1998-2 Certificates,
                                either (i) in the case of a prefunded Companion
                                Series, an equal amount of funds on deposit in
                                any prefunding account for such prefunded Com-
                                panion Series will be released (which funds
                                will be distributed to the Transferor) or (ii)
                                in the case of a Companion Series having a
                                variable principal amount, an interest in such
                                variable Companion Series in an equal or lesser
                                amount may be sold by the Trust (and the pro-
                                ceeds thereof will be distributed to the Trans-
                                feror) and, in either case, the invested amount
                                in the Trust of such Companion Series will in-
                                crease by up to the corresponding amount. See
                                "Description of the Offered Certificates--Com-
                                panion Series."
 
Optional Repurchase..........  The Class A Certificates, the Class B Certifi-
                                cates and the Class C Certificates will be sub-
                                ject to optional repurchase by the Transferor
                                on any Distribution Date after the Invested
                                Amount of the Class A Certificates, the Class B
                                Certificates and the Class C Certificates is
                                reduced to an amount less than or equal to
                                $      (10% of the initial outstanding princi-
                                pal amount of the Class A Certificates, the
                                Class B Certificates and the Class C Certifi-
                                cates), if certain conditions set forth in the
                                Pooling and Servicing Agreement are met. The
                                repurchase price will be equal to the Invested
                                Amount plus accrued and unpaid interest
 
                                       23
on the Class A Certificates, the Class B Cer-
                                tificates and the Class C Certificates through
                                the day preceding the Distribution Date on
                                which the repurchase occurs. See "Description
                                of the Offered Certificates--Final Payment of
                                Principal; Termination."
 
Tax Status...................  In the opinion of counsel to Green Tree and the
                                Transferor, the Class A Certificates and the
                                Class B Certificates will be characterized as
                                debt and the Trust will not be characterized as
                                an association, publicly traded partnership or
                                taxable mortgage pool taxable as a corporation
                                for federal income tax purposes under existing
                                law. Under the Pooling and Servicing Agreement,
                                the Transferor, the Servicer, the Class A
                                Certificateholders and the Class B
                                Certificateholders will agree to treat the
                                Class A Certificates and the Class B Certifi-
                                cates as debt for federal, state and other tax
                                purposes. See "Certain Federal Income Tax Con-
                                sequences" for additional information concern-
                                ing the application of federal income tax laws.
 
ERISA Considerations.........  Under regulations issued by the U.S. Department
                                of Labor, the Trust's assets would not be
                                deemed "plan assets" of an employee benefit
                                plan holding an interest in the Certificates if
                                certain conditions are met, including that in-
                                terests in each Class of the Certificates be
                                held by at least 100 persons independent of the
                                Transferor and each other upon completion of
                                the public offering being made hereby. The Un-
                                derwriter expects that the Offered Certificates
                                will not be held by at least 100 persons. Con-
                                sequently, the publicly offered security excep-
                                tion contained in the regulations will not be
                                met with respect to the Offered Certificates.
                                If the Trust's assets were deemed to be "plan
                                assets" of such a plan, there is uncertainty as
                                to whether existing exemptions from the "pro-
                                hibited transaction" rules of the Employee Re-
                                tirement Income Security Act of 1974, as
                                amended ("ERISA"), and the Internal Revenue
                                Code of 1986, as amended (the "Code") would ap-
                                ply to all transactions involving the Trust's
                                assets. Accordingly, employee benefit plans
                                contemplating purchasing the Offered Certifi-
                                cates should consult their counsel before mak-
                                ing a purchase. See "Employee Benefit Plan Con-
                                siderations."
 
Offered Certificate Ratings..  It is a condition to the issuance of the Class A
                                Certificates that they be rated "AAA" by Stan-
                                dard & Poor's Rating Services, a Division of
                                The McGraw-Hill Companies, Inc. ("Standard &
                                Poor's"), "Aaa" by Moody's Investors Service,
                                Inc. ("Moody's") and "AAA" by Fitch IBCA, Inc.
                                ("Fitch"). Standard & Poor's, Moody's and Fitch
                                are sometimes collectively referred to herein
                                as the "Rating Agencies."
 
                               It is a condition to the issuance of the Class B
                                Certificates that they be rated at least "A" by
                                Standard & Poor's, "A3" by Moody's and "AA-" by
                                Fitch.
 
 
                                       24
A rating is not a recommendation to buy, sell or
                                hold securities and may be subject to revision
                                or withdrawal at any time by the assigning Rat-
                                ing Agency. Each rating should be evaluated in-
                                dependently of any other rating. See "Risk Fac-
                                tors--Certificate Rating."
 
Listing......................  Application has been made to list the Offered
                                Certificates on the Luxembourg Stock Exchange.
 
                                       25
RISK FACTORS
 
  Prospective investors in the Offered Certificates should consider, among
other things, the following factors in connection with the purchase of the
Offered Certificates:
 
LIMITED EXPERIENCE
 
  Green Tree began originating and servicing revolving credit arrangements in
February 1994, and thus has limited underwriting and servicing experience, and
limited delinquency, default and loss experience, with respect to such
accounts. Green Tree's substantial experience in underwriting and servicing
retail installment sales contracts is not necessarily indicative that
satisfactory results will be experienced on Accounts and the Receivables
generated in Accounts. See "Green Tree Financial Corporation and its
Commercial Finance Division."
 
  Green Tree's historical loss experience with respect to its portfolio of
revolving credit agreements is presented under "The Accounts--Loss
Experience." However, because Green Tree's portfolio has grown rapidly in the
past three years, and Green Tree expects to create Additional Accounts that
will be transferred to the Trust in the future, the actual loss experience
with respect to the Accounts owned by the Trust may be different. Since a
substantial number of the accounts in Green Tree's portfolio were only
recently originated, it may be expected that such accounts have not yet
exhibited a loss experience that is representative of the losses that may be
experienced over a longer period of time. There can be no assurance that the
loss experience for the Receivables in the future will be similar to Green
Tree's historical experience. In addition, Green Tree's historical experience
includes the effect of the financial obligations of Manufacturers in respect
of repossessed products as described under "Green Tree Financial Corporation
and its Commercial Finance Division--Floorplan Agreements with Manufacturers."
If Manufacturers are not able to perform such obligations in the future, the
loss experience in respect of the Receivables may be adversely affected.
 
ADDITION OF TRUST ASSETS; ADDITIONAL PRODUCT TYPES
 
  The Transferor expects, and in some cases will be obligated, to designate
Additional Accounts, the Receivables in which will be conveyed to the Trust.
Such Additional Accounts may include accounts with dealers originated by Green
Tree under criteria different from those which were applied to the Dealers on
the Accounts designated as of the Series 1998-2 Issuance Date, because such
accounts were originated at a different date. Such Accounts may also provide
financing for products of types different from those included in the Trust on
the Series 1998-2 Issuance Date. Consequently, there can be no assurance that
Additional Accounts designated in the future will relate to the same types of
products or will be of the same credit quality as previously designated
Accounts or that new product types that may secure the Receivables in new
Accounts will provide security that is as favorable as that provided by
manufactured homes or other additional product types. The designation of
Additional Accounts will be subject to the satisfaction of certain conditions
described herein under "Description of the Offered Certificates--Addition of
Accounts."
 
MASTER TRUST CONSIDERATIONS; POSSIBLE EFFECTS OF NEW SERIES ON PREVIOUSLY
ISSUED SERIES
 
  In addition to the Certificates and the Series described in Annex B hereto,
the Trust, as a master trust, is expected to issue additional Series from time
to time. While the Principal Terms of any Series will be specified in a
Supplement to the Pooling and Servicing Agreement, the provision of a
Supplement and, therefore, the terms of any additional Series, will not be
subject to the prior review or consent of holders of the certificates of any
previously issued Series. Such Principal Terms may include methods for
determining applicable investor percentages and allotting collections,
provisions creating security or credit enhancement, different classes of
certificates (including subordinated classes of certificates), provisions
subordinating such Series to another Series (if the Supplement relating to
such Series so permits) or another Series to such Series (if the Supplement
for such other Series so permits), and any other amendment or supplement to
the Pooling and Servicing Agreement which is made applicable only to such
Series. See "Description of the Offered Certificates--Exchanges." In
 
                                      26
addition, the provisions of any Supplement may give the holders of the
certificates issued pursuant thereto consent, approval, or other rights that
could result in such holders having the power to cause the Transferor, the
Servicer, or the Trustee to take or refrain from taking certain actions,
including, without limitation, actions with respect to the exercise of certain
rights and remedies under the Pooling and Servicing Agreement, without regard
to the position or interest of the Series 1998-2 Certificateholders or the
certificateholders of any other Series. Similar rights may also be given to
the provider of any credit enhancement for any Series. It is a condition
precedent to issuance of any additional Series that each rating agency that
has rated any outstanding Series deliver written confirmation to the Trustee
that the Exchange will not result in such rating agency reducing or
withdrawing its rating on any outstanding Series. There can be no assurance,
however, that the Principal Terms of any other Series, including any Series
issued from time to time hereafter, might not have an adverse impact on the
timing and amount of payments received by a Certificateholder or the value of
Certificates even if there is no change in the rating of any outstanding
Series. See "Description of the Offered Certificates--Exchanges."
 
COMPANION SERIES WITH SERIES 1995-1 CERTIFICATES; DELAY IN ALLOCATIONS OF
PRINCIPAL
 
  If a Pay Out Event occurs with respect to the Series 1998-2 Certificates
prior to the payment in full of the Series 1995-1 Certificates, Series 1998-2
Certificateholders will receive no allocations of principal (other than funds
then on deposit in the Pre-Funding Account) until the Series 1995-1
Certificates are paid in full or funds in respect thereof have been deposited
in the Principal Account, which is expected to occur in October 1998. The
"Fixed/Floating Allocation Percentage" (which is used to determine allocations
of principal among Series following the end of the Revolving Period, including
the occurrence of a Pay Out Event) with respect to the Series 1998-2
Certificates will be zero until the Pre-Allocated Invested Amount equals zero.
The Pre-Allocated Invested Amount on the Series 1998-2 Issuance Date will be
equal to the difference between $460,000,000 and the remaining Invested Amount
of the Series 1995-1 Certificates on such date (expected to be approximately
$      ), and will be reduced by the aggregate amount of principal payments
made or amounts deposited in the Principal Account on the Series 1995-1
Certificates on each Payment Date thereafter. On the Payment Date on which the
Series 1995-1 Certificates have been paid in full, which is expected to be the
October 1998 Payment Date, and on each Payment Date thereafter, the Pre-
Allocated Invested Amount will be zero. See "Description of the Certificates--
Allocation Percentages."
 
TRANSFER OF THE RECEIVABLES; INSOLVENCY RISK CONSIDERATIONS
 
  Green Tree has warranted to the Transferor in the Purchase Agreement that
the sale of the related Receivables by it to the Transferor is a valid sale of
such Receivables to the Transferor. Green Tree has taken and will take all
actions that are required under Minnesota law to perfect the Transferor's
ownership interest in such Receivables. See "Certain Legal Aspects of the
Receivables--Transfer of Receivables." Notwithstanding the foregoing, if Green
Tree were to become a debtor in a bankruptcy case and a creditor or trustee-
in-bankruptcy of Green Tree, or Green Tree itself as debtor-in-possession,
were to take the position that any sale of Receivables to the Transferor
should be recharacterized as a pledge of such Receivables to secure a
borrowing of Green Tree, then delays in payments to the Transferor (and
therefore to the Trust and the Certificateholders) of collections on the
Receivables could occur or (should the court rule that such transfers were
borrowings rather than sales) reductions in the amount of such payments could
result. It is possible that the risk of such treatment may be increased by the
retention by the Transferor of the Exchangeable Transferor Certificate and the
Class D Certificates, and by any sale of the Class D Certificates by the
Transferor with a guaranty provided by Green Tree. If a transfer of
Receivables to the Transferor were recharacterized as a pledge, a tax or
government lien on the property of Green Tree arising before any Receivables
come into existence may have priority over the Transferor's (and therefore the
Trust's) interest in such Receivables. See "Certain Legal Aspects of the
Receivables--Certain Matters Relating to Bankruptcy." If the transfer of
Receivables to the Transferor were respected as a sale, the Receivables would
not be part of Green Tree's bankruptcy estate and would not be available to
Green Tree's creditors.
 
 
                                      27
In addition, if Green Tree were to become a debtor in a bankruptcy case and
a creditor or trustee-in-bankruptcy of Green Tree, or Green Tree itself as
debtor-in-possession, were to request a bankruptcy court to order that the
Transferor be substantively consolidated with Green Tree, delays in and
reductions in the amount of distributions on the Certificates could occur.
 
  Although the Pooling and Servicing Agreement provides that the Transferor is
transferring all of its right, title, and interest in and to the Receivables
to the Trust, a court could treat such transactions as an assignment of
collateral as security for the benefit of holders of certificates issued by
the Trust. It is possible that the risk of such treatment may be increased by
the retention by the Transferor of the Exchangeable Transferor Certificate and
the Class D Certificates. The Transferor has represented and warranted in the
Pooling and Servicing Agreement that the transfer of the Receivables to the
Trust is either a valid transfer and assignment of the Receivables to the
Trust or the grant to the Trust of a security interest in the Receivables. The
Transferor has taken and will take certain actions required to perfect the
Trust's interest in the Receivables and will warrant that if the transfer to
the Trust is deemed to be a grant to the Trust of a security interest in the
Receivables, the Trustee will have a first priority perfected security
interest therein, subject only to Permitted Liens (as defined in the Pooling
and Servicing Agreement). If the transfer of the Receivables to the Trust is
deemed to create a security interest therein under the Uniform Commercial Code
(the "UCC"), a tax or government lien on property of the Transferor arising
before Receivables come into existence may have priority over the Trust's
interest in such Receivables. In the event of the insolvency of the
Transferor, certain administrative expenses may also have priority over the
Trust's interest in such Receivables. See "Certain Legal Aspects of the
Receivables--Transfer of Receivables."
 
  In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir. 1993), the
United States Court of Appeals for the 10th Circuit suggested that even where
a transfer of accounts or chattel paper from a seller to a buyer constitutes a
"true sale," the accounts or chattel paper would nevertheless constitute
property of the seller's estate in a bankruptcy of the seller. If Green Tree
or the Transferor were to become subject to a bankruptcy proceeding and a
court were to follow the Octagon court's reasoning, Certificateholders might
experience delays in payment or possibly losses in their investment in the
Certificates. Counsel to the Transferor has advised the Transferor that the
reasoning of the Octagon case appears to be inconsistent with established
precedent and the UCC. See "Certain Legal Aspects of the Receivables--Certain
Matters Relating to Bankruptcy."
 
  To the extent that the Transferor is deemed to have granted a security
interest in the Receivables to the Trust and such security interest was
validly perfected before any insolvency of the Transferor and was not granted
or taken in contemplation of insolvency or with the intent to hinder, delay,
or defraud the Transferor or its creditors, such security interest should not
be subject to avoidance in the event of insolvency or receivership of the
Transferor, and payments to the Trust with respect to the Receivables should
not be subject to recovery by a bankruptcy trustee or receiver of the
Transferor. If, however, such a bankruptcy trustee or receiver were to assert
a contrary position, delays in payments on the Offered Certificates and
possible reductions in the amount of those payments could occur. If a
bankruptcy trustee or receiver were appointed for the Servicer, and no
Servicer Default other than such bankruptcy or receivership or insolvency of
the Servicer exists, the bankruptcy trustee or receiver may have the power to
prevent either the Trustee or the majority of the Certificateholders from
effecting a transfer of servicing to a successor Servicer. If a bankruptcy
trustee or receiver were appointed for the Transferor, causing a Pay Out Event
to occur with respect to all Series then outstanding, new Receivables would
not be transferred to the Trust pursuant to the Pooling and Servicing
Agreement and the Trustee would sell the portion of the Receivables allocable
in accordance with the Pooling and Servicing Agreement to each Series (unless
holders of more than 50% of the principal amount of each class of each Series,
excluding any class or portion thereof held by the Transferor, and the holders
of any Supplemental Certificates or any other interest in the Exchangeable
Transferor Certificates other than the Transferor instruct otherwise), thereby
causing early termination of the Trust and a loss to the Certificateholders if
the net proceeds allocable to the Certificateholders from such sale, if any,
were insufficient to pay the Certificateholders in full. The net proceeds of
any such sale of the portion of the Receivables allocated in accordance with
the Pooling and Servicing Agreement to each Series will first be used to pay
amounts due to the Class A Certificateholders, will thereafter
 
                                      28
be used to pay amounts due to the Class B Certificateholders, will thereafter
be used to pay amounts due to the Class C Certificateholders, and will
thereafter be used to pay amounts due to the Class D Certificateholders. If
the only Pay Out Event to occur is either the insolvency of the Transferor or
the appointment of a bankruptcy trustee or receiver for the Transferor, the
bankruptcy trustee or receiver may have the power to continue to require the
Transferor to transfer new Receivables to the Trust and to prevent the early
sale, liquidation, or disposition of the Receivables and the commencement of
the Early Amortization Period. In addition, a bankruptcy trustee or receiver
for the Transferor may have the power to cause early payment of the
Certificates. See "Certain Legal Aspects of the Receivables--Certain Matters
Relating to Bankruptcy."
 
PARTICIPATION IN RECEIVABLES
 
  The Receivables may include floorplan receivables or asset-based receivables
acquired by Green Tree in the form of participation interests therein, subject
to certain limitations set forth in the Pooling and Servicing Agreement. In
purchasing participation interests, Green Tree (and the Transferor and the
Trust, as Green Tree's assignees) may have a contractual relationship only
with the selling institution and not the Dealer. Green Tree (and the
Transferor and the Trust, as Green Tree's assignees) may have no right
directly to enforce compliance by the Dealer with the terms of any such
Accounts, or any rights of set-off against the Dealer, nor have the right to
object to certain changes to any such Account agreed to by the selling
institution. The Trust may not directly benefit from the Collateral Security
related to any such Receivable and may be subject to any rights of set-off the
Dealer has against the selling institution.
 
  In addition, in the event of the insolvency of the selling institution, the
Trust may be treated as a general creditor of the selling institution, and may
not have any exclusive or senior claim with respect to the Receivables
acquired from such selling institution or the Collateral Security related
thereto.
 
BASIS RISK
 
  The Receivables will bear interest at a variable rate above a designated
index rate. See "Green Tree Financial Corporation and its Commercial Finance
Division--Floorplan Payment Terms." The Offered Certificates bear interest at
the lesser of (i) a floating rate based on LIBOR and (ii) the Net Receivables
Rate. If there is a decline in such index rate, the amount of Interest
Collections on such Accounts may be reduced. It is possible that, with respect
to any Interest Accrual Period, LIBOR plus the margin used to compute the
applicable Certificate Rate will exceed the Net Receivables Rate for the
preceding Monthly Period. In such event, interest will accrue on the Offered
Certificates during such Interest Accrual Period at a rate equal to the Net
Receivables Rate. The Servicer has the right to change the Discount Factor to
offset any such reduced Interest Collections. The interest rates borne by the
Receivables will be limited by the applicable state usury laws.
 
SOCIAL, ECONOMIC AND OTHER FACTORS; COMPETITION
 
  Green Tree's ability to generate new Receivables, and the Dealers' ability
to make payments on the Receivables owned by the Trust, will depend upon the
retail sales of manufactured housing and the other products securing such
Receivables. The level of retail sales of such products will be affected by a
variety of social and economic factors, including national and regional
unemployment levels and levels of economic activity in general, interest rates
and consumer perceptions of economic conditions. In addition, Green Tree
competes with various other financing sources, including independent finance
companies, manufacturer-affiliated finance companies and banks, who are in the
business of providing floorplan financing arrangements to dealers. If, for any
reason, Green Tree were unable to or ceased to generate new Receivables, a Pay
Out Event would occur. See "Payments and Maturity; Reinvestment Risk" below.
 
LIMITED LIQUIDITY
 
  The Underwriter currently intends to make a market in the Offered
Certificates but is not obligated to do so. There can be no assurance that a
secondary market will develop for the Offered Certificates, or, if it does
develop,
 
                                      29
that it will provide the holders of any of the Offered Certificates with
liquidity of investment or that if such a secondary market develops that it
will continue to exist for the term of the Offered Certificates.
 
NON-RECOURSE TO TRANSFEROR, GREEN TREE OR AFFILIATES THEREOF
 
  No Certificateholder will have recourse for payment of its Certificates to
any assets of any of the Transferor (other than the Exchangeable Transferor
Certificate and an interest represented by any class of investor certificates
which is retained by the Transferor (a "Transferor Retained Class"), in each
case to the extent described herein), Green Tree or any affiliates thereof,
except to the extent of any guaranty that may be provided by Green Tree in
connection with a sale by the Transferor of the Class D Certificates.
Consequently, Class A, Class B, and Class C Certificateholders must rely
solely upon payments on the Receivables for the payment of principal of and
interest on the Certificates. Furthermore, under the Pooling and Servicing
Agreement, the Certificateholders have an interest in the Receivables and
Collections only to the extent of the Certificateholders' Interest and, to the
limited extent described herein, the Transferor Interest. Should the Offered
Certificates not be paid in full on a timely basis, Certificateholders may not
look to any assets of any of the Transferor (other than the Exchangeable
Transferor Certificate and any Transferor Retained Class, in each case to the
extent described herein), Green Tree or any affiliates thereof to satisfy
their claims.
 
PAYMENTS AND MATURITY; REINVESTMENT RISK
 
  The Receivables may be paid at any time and there is no assurance that there
will be additional Receivables created or that any particular pattern of
repayments will occur. A significant decline in the amount of Receivables
generated could result in the occurrence of a Pay Out Event and the
commencement of the Early Amortization Period if, as a result, the Transferor
Interest were reduced below the Minimum Transferor Interest or amounts in the
Excess Funding Account result in significant Negative Carry Amounts. See
"Maturity Considerations" and "Description of the Offered Certificates--Pay
Out Events" for a discussion of other Pay Out Events. If a Pay Out Event
occurs, the Early Amortization Period will commence and the average life and
maturity of the Offered Certificates may be significantly reduced. There can
be no assurance in that event that the holders of the Offered Certificates
would be able to reinvest any accelerated distributions on account of such
Offered Certificates in other suitable investments having a comparable yield.
 
  Floorplan Receivables are generally payable upon the retail sale of the
related product. Asset-Based Receivables are payable as described under "Green
Tree Financial Corporation and Its Commercial Finance Division--Asset-Based
Receivables." The payment of principal on the Certificates is dependent on the
receipt of Principal Collections during the Controlled Accumulation Period. No
assurance can be given that the Principal Collections allocable to Series
1998-2 during the Controlled Accumulation Period, especially if another Series
enters into an early amortization period during such time, will be sufficient
to fully pay the Class A Invested Amount on the Class A Scheduled Payment Date
or the Class B Invested Amount on the Class B Scheduled Payment Date.
 
EFFECT OF SUBORDINATION OF CLASS B CERTIFICATES; PRINCIPAL PAYMENTS
 
  The Class B Certificates will be subordinated in right of payment of
principal to the Class A Certificates. Payments of principal in respect of the
Class B Certificates will not commence until after the Class A Invested Amount
has been paid in full. Moreover, the Class B Invested Amount is subject to
reduction on any Determination Date if collections of Principal Receivables
allocable to the Class B Certificates are reallocated to cover the Class A
Required Amount or if the aggregate Investor Default Amount, if any, for the
preceding Monthly Period exceeds the aggregate Available Series Interest
Collections applied to the payment thereof and is not funded from Excess
Interest Collections, Class C Reallocated Principal Collections or Class D
Reallocated Principal Collections and is not assessed against the Class C
Invested Amount or the Class D Invested Amount. If the Class B Invested Amount
suffers such a reduction, Interest Collections allocable to the Class B
Certificateholders' Interest in future Monthly Periods will be reduced.
Moreover, to the extent the amount of such reduction in the Class B Invested
Amount is not reimbursed, the amount of principal distributable to the
 
                                      30
Class B Certificateholders will be reduced. See "Description of the Offered
Certificates--Allocation Percentages," "--Reallocated Principal Collections,"
"--Investor Charge-Offs" and "--Subordination of the Class B Certificates."
 
NEGATIVE CARRY; DECREASE IN AVAILABLE SERIES INTEREST COLLECTIONS
 
  Funds in the Pre-Funding Account and funds, if any, in the Excess Funding
Account will be invested in Cash Equivalents and, as a result, would be
expected to earn a rate of return lower than the interest rates borne by a
comparable amount of Principal Receivables. Accordingly, funds in the Pre-
Funding Account and any funds in the Excess Funding Account may be expected to
reduce the amount of Interest Collections available to the Trust on each
business day, until Green Tree is able to generate sufficient Eligible
Receivables to permit such funds to be released from the Pre-Funding Account
or the Excess Funding Account. Transferor Interest Collections will, however,
be applied toward any such Negative Carry Amounts. See "Description of the
Offered Certificates--Coverage of Certain Interest Shortfalls."
 
ABILITY OF SERVICER TO CHANGE PAYMENT TERMS OF THE RECEIVABLES
 
  The Servicer will have the right, on behalf of the Transferor, to change
payment terms (including without limitation the interest rate and repayment
terms) and various other terms with respect to the Receivables, subject to the
conditions described below. A decrease in the interest rate borne by the
Receivables or an increase in interest-free periods without an increase in the
Discount Factor would decrease the Portfolio Yield and could result in the
occurrence of a Pay Out Event. See "Payments and Maturity; Reinvestment Risk"
above. Green Tree will covenant that it will only change the terms relating to
the Receivables generally if in its reasonable judgment, no Pay Out Event will
occur as a result of the change and the interests of the certificateholders of
all outstanding Series will not be materially adversely affected. Except as
specified above, there are no restrictions on the ability of the Servicer to
change the terms of the Receivables. While the Servicer has no current
intention of taking actions which would change the payment or other terms of
the Receivables, other than in accordance with its customary and usual
procedures, there can be no assurance that changes in the marketplace or
prudent business practice might not result in a determination to do so.
 
  Green Tree will have the right to generate new Receivables with payment
terms which are generally longer than the current payment terms on the
Receivables. Such a lengthening of the payment period could result in a
reduction of the monthly payment rate and consequently a reduction in the
Portfolio Yield (if a Discount Factor is in use), unless such Discount Factor
is increased accordingly for any Monthly Period.
 
CONTROL OF CERTAIN ACTIONS UNDER THE POOLING AND SERVICING AGREEMENT
 
  Subject to certain exceptions, the consent or approval of the holders of a
specified percentage of the aggregate unpaid principal amount of all
outstanding investor certificates of each Series will be required to direct
certain actions to be taken, under the Pooling and Servicing Agreement or the
related Supplement. In determining whether the required percentage of
Certificateholders have given their approval or consent, except as otherwise
specified, the Class A Certificateholders, the Class B Certificateholders and
the Class C Certificateholders will be treated as a single Series.
Accordingly, the Class A Certificateholders will have the power to determine
whether any such action is taken without regard to the position or interests
of the Class B Certificateholders or the Class C Certificateholders relating
to such action. Neither the Class B Certificateholders nor the Class C
Certificateholders will have similar power. However, under certain
circumstances the consent or approval of a specified percentage of the
aggregate invested amount of all Series outstanding or of the invested amount
of each class of each Series may be required to direct certain actions,
including requiring the appointment of a successor Servicer following a
Servicer Default, amending the Pooling and Servicing Agreement in certain
circumstances, directing the Servicer not to sell the Receivables upon the
occurrence of an Insolvency Event and directing a repurchase of all
outstanding Series upon the breach of certain representations and warranties
by the Transferor. In such instances, it may be difficult for the
Certificateholders to achieve the results that they desire.
 
                                      31
CERTIFICATE RATING
 
  It is a condition to issuance of the Class A Certificates that they have an
initial rating of "AAA" from Standard & Poor's, "Aaa" from Moody's and "AAA"
from Fitch. It is a condition to issuance of the Class B Certificates that
they have an initial rating of "A" from Standard & Poor's, "A3" from Moody's
and "AA-" from Fitch. However, any such rating will not address the likelihood
that the principal of, or interest on, the Class A Certificates will be paid
by the Class A Scheduled Payment Date or that the principal of, or interest
on, the Class B Certificates will be paid by the Class B Scheduled Payment
Date. The ratings will be based primarily on the value of the Receivables, the
funds in the Pre-Funding Account and the funds, if any, on deposit in the
Excess Funding Account (and the manner in which such funds are invested). The
ratings are not a recommendation to purchase, hold, or sell the Class A
Certificates or the Class B Certificates, inasmuch as such ratings do not
comment as to the market price or suitability for a particular investor. There
can be no assurance that the ratings will remain in effect for any given
period of time or that any rating will not be lowered or withdrawn by any
Rating Agency if in its judgment circumstances so warrant.
 
  There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating with respect to
any Class of the Offered Certificates, and, if so, what such rating would be.
A rating assigned to any Class of the Offered Certificates by a rating agency
that has not been requested by the Transferor to do so may be lower than the
ratings assigned by the Rating Agencies pursuant to the Transferor's request.
 
PRE-FUNDING ACCOUNT AND THE FUNDING PERIOD
 
  The Invested Amount will be increased during the Funding Period (but not in
excess of the Full Invested Amount) to the extent amounts are (x) withdrawn
from the Pre-Funding Account and paid to the Transferor in connection with the
addition of Receivables to the Trust or in connection with payments of
principal on the Series 1995-1 Certificates, or (y) deposited in the Excess
Funding Account. It is anticipated that the Invested Amount will be equal to
the Full Invested Amount by the end of the     1998 Monthly Period; however,
there can be no assurance that a sufficient amount of Receivables will be
available for such purpose. Should the Pre-Funded Amount be greater than zero
at the end of the Funding Period, the amounts remaining on deposit in the Pre-
Funding Account will be deposited into the Excess Funding Account. If there is
a decline in the balance of the Receivables during the Funding Period,
deposits may be made to the Excess Funding Account. Amounts on deposit in the
Excess Funding Account are invested in Cash Equivalents and are treated as
assets of the entire Trust allocated to all Series then outstanding and to the
Exchangeable Transferor Certificate, and will be applied as described in
"Description of the Offered Certificates--Excess Funding Account." Such funds
may be released to holders of certificates of other Series in connection with
a reduction of the principal balance of the certificates of such other Series.
 
                                   THE TRUST
 
  The Trust has been formed, in accordance with the laws of the State of
Minnesota, pursuant to the Pooling and Servicing Agreement. The Trust was
formed for the transactions described herein and similar transactions, as
contemplated by the Pooling and Servicing Agreement. The Trust will not engage
in any business activity, other than as described herein, but rather will only
acquire and hold the Receivables (and related assets), issue (or cause to be
issued) the Certificates, the Exchangeable Transferor Certificate, and
certificates representing additional Series and engage in related activities
(including, with respect to any Series, entering into any credit enhancement
and credit enhancement agreement relating thereto) and make payments thereon.
As a consequence, the Trust is not expected to have any need for additional
capital resources. The Trust has previously issued four Series of
Certificates, Series 1995-1, Series 1996-1, Series 1996-2 and Series 1998-1.
 
 
                                      32
THE TRANSFEROR
 
  Green Tree Floorplan Funding Corp., a wholly owned subsidiary of Green Tree,
was incorporated in Delaware in September 1995. The Transferor was organized
for the limited purposes of purchasing receivables from Green Tree and
transferring such receivables to third parties, and any activities incidental
to and necessary or convenient for the accomplishment of such purposes. The
principal executive offices of the Transferor are located at 500 Landmark
Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639 (telephone (651)
293-3400).
 
  The Transferor has taken, and will take in connection with the creation of
each Series of Certificates, steps intended to ensure that the voluntary or
involuntary application for relief by Green Tree under the United States
Bankruptcy Code or similar applicable state laws ("Insolvency Laws") will not
result in consolidation of the assets and liabilities of the Transferor with
those of Green Tree. These steps include the creation of the Transferor as a
separate, limited-purpose subsidiary pursuant to a Certificate of
Incorporation containing certain limitations (including restrictions on the
nature of the Transferor's business and a restriction on the Transferor's
ability to commence a voluntary case or proceeding under any Insolvency Laws
without the unanimous affirmative vote of all of its directors). The
Transferor's Certificate of Incorporation includes a provision that requires
the Transferor to have two directors who qualify under the Certificate of
Incorporation as "Independent Directors," meaning a person who is not now, and
has never been, a director or officer of, employed by, or the holder of any
beneficial economic interest in any Affiliate, and who may at no time hold any
beneficial or economic interest in the Transferor. "Affiliate" means any
entity other than the Transferor (i) which owns beneficially, directly or
indirectly, 10% or more of the outstanding shares of Common Stock of the
Transferor, or (ii) of which 10% or more of the outstanding shares of its
Common Stock is owned beneficially, directly or indirectly, by any entity
described in clause (i) above, or (iii) which is controlled by an entity
described in clause (i) above, as the term "control" is defined under the
Rules and Regulations of the Commission. No assurance can be given, however,
that such a consolidation will not occur. See "Risk Factors--Transfer of the
Receivables; Insolvency Risk Considerations."
 
     GREEN TREE FINANCIAL CORPORATION AND ITS COMMERCIAL FINANCE DIVISION
 
  Green Tree Financial Corporation is a diversified financial services company
with operations serving customers in the consumer finance, commercial finance
and insurance markets. Through its various divisions, Green Tree purchases,
pools, sells and services retail installment sales contracts for manufactured
housing, home improvements and a variety of consumer products, provides sale
and lease financing for a variety of commerical equipment, and provides
inventory financing to dealers, manufacturers and distributors of various
consumer and commercial products. Green Tree also offers revolving credit and
originates home equity and mortgage loans. Green Tree is currently the largest
servicer of manufactured housing government insured or guaranteed contracts,
and is one of the largest servicers of conventional manufactured housing
contracts, in the United States. Through its principal offices in Saint Paul,
Minnesota and service centers throughout the United States, Green Tree
services all 50 states. Its principal executive offices are located at 1100
Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639
(telephone (651) 293-3400). Green Tree's Annual Report on Form 10-K for the
year ended December 31, 1997, most recent Proxy Statement, and, when
available, subsequent quarterly or annual reports are available from Green
Tree upon written request. The Certificates do not represent an interest in or
obligation of Green Tree, the Transferor or any of their affiliates, and no
Certificateholder will have recourse for payment of its Certificates to any
assets of any of Green Tree, the Transferor (other than the Exchangeable
Transferor Certificate and any Transferor Retained Class, to the extent
described herein) or any of their affiliates.
 
RECENT DEVELOPMENTS
 
  Green Tree recently announced that it has decided to take a supplemental
reserve of $190 million against the valuation of its interest only securities
in the quarter ended December 31, 1997, and that the carrying value
 
                                      33
of its interest only securities should be reduced by an additional $200
million in the audited financial statements for 1996, which have been restated
accordingly.
 
  Green Tree has been served with various lawsuits in the United States
District Court for the District of Minnesota. These lawsuits were filed by
certain stockholders of Green Tree as purported class actions on behalf of
persons or entities who purchased common stock of Green Tree during the
alleged class periods. In addition to Green Tree, certain current and former
officers and directors of Green Tree are named as defendants in one or more of
the lawsuits. Green Tree and the other defendants intend to seek consolidation
of each of the lawsuits in the United States District Court for the District
of Minnesota. Plaintiffs in the lawsuits assert claims under Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934. In each case, plaintiffs
allege that Green Tree and the other defendants violated federal securities
laws by, among other things, making false and misleading statements about the
current state and future prospects of Green Tree (particularly with respect to
prepayment assumptions and performance of certain of Green Tree's loan
portfolios) which allegedly rendered Green Tree's financial statements false
and misleading. Green Tree believes that the lawsuits are without merit and
intends to defend such lawsuits vigorously.
 
  On June 30, 1998, Green Tree became a wholly owned subsidiary of Conseco,
Inc., pursuant to a Merger Agreement announced on April 7, 1998. Green Tree
will continue to operate from its existing headquarters in St. Paul,
Minnesota, and its 200 local offices throughout the country. Lawrence M. Coss,
Green Tree's Chairman and Chief Executive Officer, has agreed to continue to
manage Green Tree's business for at least one year. Headquartered in Carmel,
Indiana, Conseco is among the nation's leading providers of supplemental
health insurance, retirement annuities and universal life insurance.
 
COMMERCIAL FINANCE DIVISION--GENERAL
 
  The Receivables sold and to be sold to the Transferor were and will be
selected from extensions of credit made by Green Tree's Commercial Finance
Division ("CFD") under revolving credit agreements with dealers, manufacturers
and distributors of various consumer and commercial products. The Green Tree
party to such an agreement may be a subsidiary of Green Tree. "Floorplan
Receivables" represent the financing of product inventory for retail dealers
of a variety of consumer products. "Asset-Based Receivables" generally
represent the financing of production and inventory by manufacturers, such
revolving credit arrangements being secured by finished goods inventory,
accounts receivable arising from the sale of such inventory, certain work-in-
process, raw materials and component parts, as well as other assets of the
borrower, which may include commercial real estate in some cases. The dealers,
manufacturers and distributors obligated under the Receivables are
collectively referred to as "Dealers." The products securing the Floorplan
Receivables currently include manufactured housing, recreational vehicles and
marine products. Green Tree expects to provide financing to additional Dealers
in the future, and Green Tree expects that the financing needs of Dealers will
change over time, whether as a result of seasonality or other changes in the
Dealers' business. Accordingly, though the types of credit arrangements are
expected to remain the same, the products securing those arrangements are
expected to expand over time, and the relative proportions of the various
types of product collateral will change over time. In addition, Green Tree may
from time to time sell participation interests in Floorplan Receivables
arising in certain accounts prior to designating such account as an Additional
Account and transferring to the Transferor that portion of the Receivables
arising in such accounts and owned by Green Tree.
 
FLOORPLAN RECEIVABLES--GENERAL
 
  The Floorplan Receivables are secured by the products being financed and the
Dealer's other inventory, together with personal guaranties in some instances.
The amount of the advance is generally equal to 100% of the invoice price of
the product. The Floorplan Receivables are generally full recourse obligations
of the related Dealer.
 
 
                                      34
FLOORPLAN AGREEMENTS WITH MANUFACTURERS
 
  Green Tree will provide financing for products for a particular Dealer, in
most instances, only if Green Tree has also entered into a floorplanning
agreement (the "Floorplan Agreement") with the manufacturer, distributor or
other vendor (each a "Manufacturer") of such product. Pursuant to the
Floorplan Agreement, the Manufacturer will agree, among other matters, to
purchase from Green Tree those products sold by such Manufacturer to a Dealer
and financed by Green Tree if Green Tree acquires possession of such products
pursuant to repossession, voluntary surrender, or other circumstances. The
terms of such repurchase obligations may vary, both by industry and by
Manufacturer. In some instances, the Manufacturer will be obligated to
repurchase the product for a price equal to the unpaid principal balance owed
by the Dealer for the product in question whenever Green Tree acquires
possession thereof. On occasion, different terms may be negotiated. Such terms
may provide for a smaller purchase price, or a purchase price which declines
over time, or time periods beyond which no obligation to purchase by the
Manufacturer shall apply. Certain Floorplan Agreements may also eliminate the
repurchase obligation or reduce the purchase price payable by the
Manufacturer, depending upon the condition of the inventory acquired by Green
Tree.
 
FLOORPLAN CREDIT UNDERWRITING PROCESS
 
  A Dealer requesting the establishment of a credit line with Green Tree is
required to submit an application and financial information, including audited
or unaudited financial statements and, in some cases, tax returns. CFD
attempts to talk to, or receive reference letters from, several of the
applicant's current creditors and may also obtain a credit agency report on
the applicant's credit history. In addition to such current financial
information and historical credit information, CFD will consider the following
factors: the reason for the request for the extension of credit; the need for
the credit line; the products to be financed and the financial status of the
manufacturer of such products, if any, that would enter into a related
Floorplan Agreement; and the experience of the Dealer's management. The
determination of whether to extend credit and the amount to be extended is
based upon a weighing of the above factors.
 
  Extensions of credit lines in excess of $5,000,000 must be approved at the
corporate level of Green Tree. Extensions of credit up to $5,000,000 may be
approved by division level credit officers and up to $1,000,000 by a business
center vice president. CFD reviews individual Dealer credit limits (i) prior
to any increase in such credit limit, (ii) generally every 12 to 18 months and
(iii) upon becoming aware that the Dealer is experiencing financial
difficulties or is in default on its obligations under its agreement with
Green Tree.
 
CREATION OF FLOORPLAN RECEIVABLES
 
  Green Tree's floorplan business is typically documented by an agreement
between Green Tree and the Dealer which provides for both the extension of
credit and a grant of a security interest. Such agreements are generally for
an unspecified period of time and create discretionary lines of credit, which
Green Tree may terminate at any time in its sole discretion, subject, however,
to prevailing standards of commercial reasonableness and good faith. Absent
default by the Dealer, the outstanding Floorplan Receivables owed by such
Dealer cannot be accelerated, even if the line of credit is terminated. After
the effective date of termination, Green Tree is under no obligation to
continue to provide additional financing, but the then current outstanding
balance will be repayable in accordance with the payment terms of such
Dealer's program with Green Tree, as described below.
 
  Advances made for the purchase of inventory are most commonly arranged in
the following manner: the Dealer will contact the manufacturer and place a
purchase order for a shipment of inventory. If the manufacturer has been
advised that Green Tree is the Dealer's inventory financing source, the
manufacturer will contact Green Tree to obtain an approval number with respect
to such purchase order. Upon such request, Green Tree will determine whether
(i) the manufacturer is in compliance with its Floorplan Agreement, (ii) the
Dealer is in compliance with its program with Green Tree and (iii) such
purchase order is within the Dealer's credit limit. If all of such
requirements are met, Green Tree will issue an approval number to the
manufacturer. The
 
                                      35
manufacturer will then ship the inventory and directly submit its invoice for
such purchase order to Green Tree for payment. Interest or finance charges
normally begin to accrue on the Dealer's accounts as of the invoice date. The
proceeds of the loan being made by Green Tree to the Dealer are paid directly
to the manufacturer in satisfaction of the invoice price and will normally be
funded at that time. In some cases, however, Green Tree will negotiate a delay
in funding the advance for a period which in most cases does not exceed 10
days after the date of the invoice. Green Tree and the manufacturer may also
agree that Green Tree may discount the invoice price of the inventory ordered
by the Dealer. Under this arrangement, the manufacturer will deem itself paid
in full upon receipt of such discounted amount. Typically, in exchange for the
increased yield created by the discount, Green Tree will agree to provide the
manufacturer's Dealers with reduced interest, or perhaps no interest, for some
period of time. Thus, the Dealer's financing program may provide for so-called
"interest free" or "free flooring" periods during which no interest or finance
charges will accrue on their accounts. The price paid by the Trust for such a
Receivable will be the full amount payable by the Dealer.
 
FLOORPLAN PAYMENT TERMS
 
  The Dealer is obligated to pay interest or finance charges monthly, but
principal repayment with respect to any particular item of inventory financed
by Green Tree is due and payable only upon the sale of such item by the
Dealer, subject in some cases to an ultimate maturity date. In addition, Green
Tree requires Dealers to begin repaying principal in installments if the unit
has not been sold within a specified period of time. These payments are
referred to as "curtailments." Even if a unit is subject to curtailment
payments, the outstanding balance with respect to such unit will remain fully
payable upon the sale of the unit.
 
  Floorplan receivables generally accrue interest (subject to any "interest
free" or "free flooring" periods as described above) at a floating rate based
on a generally published prime rate or other index. Green Tree also charges
the Dealer a documentation, handling and inspection fee for each unit financed
("DHI Fees"). These fees will be included in the Finance Charge Collections
owned by the Trust. Interest and DHI Fees are due and payable on a monthly
basis.
 
FLOORPLAN BILLING PROCEDURES
 
  At the beginning of each month Green Tree sends to each Dealer a billing
statement for the interest, DHI Fees, curtailments, if any, and any other non-
principal charges accrued or arising in the prior month. Payment is due in the
same month.
 
FLOORPLAN DEALER MONITORING
 
  Inventory inspections are performed to physically verify the collateral used
to secure a Dealer's loan, check the condition of the inventory, account for
any missing inventory and collect any funds due. The inventory inspection is
one of the key tools utilized by CFD for monitoring inventory financed by
Green Tree, and is performed generally on a monthly basis with respect to each
Dealer account (and each location within a Dealer account to the extent that a
dealer conducts its business in more than one location). If an inspection
reveals that the Dealer has sold any inventory without immediate repayment to
Green Tree, the inventory is considered "sold and unpaid" ("SAU") and Green
Tree demands immediate repayment from the Dealer or initiates other
appropriate steps to resolve the SAU. Inspection dates within each month may
vary, as all inspections are unscheduled and are performed whenever CFD deems
it appropriate. CFD also requires regular rotation of the individuals
conducting a Dealer's inspections.
 
  In addition, Region Managers, within their respective portfolio of Dealers,
monitor each Dealer as to such Dealer's performance and adherence to Green
Tree's requirements. This includes a regular review of annual and interim
financial statements for trends, payments for sold inventory between
inspections, monitoring of Green Tree's on-going perfected security interests
in the inventory, existence of proper insurance coverage with respect to such
inventory at all times, timely payment of interest, DHI fees and curtailments,
proper recording of invoices, the maintenance of the Manufacturer Statements
of Origin which are on file with respect to each
 
                                      36
manufactured home financed, and the requirement that all inventory stays
within the repurchase period in effect with respect to each Manufacturer.
 
PARTICIPATIONS IN FLOORPLAN RECEIVABLES
 
  Green Tree may also acquire participation interests in floorplan receivables
established by other lenders. Such participation interests, rather than the
receivables themselves, would be transferred to the Transferor and, in turn,
to the Trust. Such receivables would have terms similar to those of Floorplan
Receivables originated by Green Tree, and would be serviced by the lead lender
in a manner similar to Green Tree's servicing standards.
 
PARTICIPATION ARRANGEMENTS
 
  From time to time Green Tree will enable other financing sources to
participate in certain of its credit facilities ("Participations"). Pursuant
to a typical Participation, the documentation for the underlying line of
credit will remain in the name of Green Tree, as lender. In a separate
contractual arrangement with Green Tree, the participant will agree to provide
a portion of the funding for such facility in exchange for an agreed upon
interest rate. Occasionally, fees and other charges may also be shared with
the participant. In certain cases, Green Tree will advise a borrower that the
size of its credit facility is expressly conditioned upon the availability of
participants in the facility. In those situations, if no participants can be
found, or if such participants cease to participate, the size of the credit
facility may be reduced. In other circumstances, there will be no such
condition and Green Tree may be obligated to maintain a credit facility
notwithstanding its expectation that a portion of it would be participated.
The Receivables to be sold by Green Tree to the Transferor, and in turn by the
Transferor to the Trust, may include the non-participated portion of
receivables from accounts which have been participated. In addition, subject
to substantially the same limitations that apply to the removal of Accounts,
the Transferor may cause the Trust to transfer an interest in certain
Receivables to the Transferor, which may thereafter transfer such interest to
another person in the form of a Participation. Green Tree may also sell to the
Transferor (who will then transfer to the Trust) floorplan receivables and
asset-based receivables subject to a participation interest granted to another
lender, or Green Tree may sell to the Transferor (who will then transfer to
the Trust) interests in a partnership or other limited-purpose entity whose
sole assets will be receivables that are subject to the participation
interests of other lenders. In addition, Green Tree may, from time to time,
enter into syndicated credit facilities, pursuant to which multiple lenders,
including Green Tree, will jointly establish a credit facility administered by
a lender Agent. Under these facilities, Green Tree and its co-lenders will
agree, pursuant to the terms of the loan agreement with the borrower, to
provide a portion of the overall credit facility up to their respective
maximum commitment amounts. In return, Green Tree and its co-lenders generally
share in the interest and principal payments and other fees and charges on a
pro-rata basis.
 
ASSET-BASED RECEIVABLES
 
  Asset-Based Receivables that may be sold to the Transferor arise from asset-
based revolving credit facilities provided to certain manufacturers and
distributors. These facilities typically involve a revolving line of credit,
for a contractually committed period of time, pursuant to which the borrower
may draw the lesser of the maximum amount of such line of credit or a
specifically negotiated loan availability amount, subject to the availability
of adequate collateral. Interest is typically payable monthly, while principal
payments and draws are generally settled weekly or, if earlier, when and to
the extent principal outstandings exceed eligible collateral at negotiated
advance rates (i.e., the maximum percentage of the borrowing base, or portion
thereof, that the borrowed amount can represent). As a result, monthly payment
rates for Asset-Based Receivables will vary depending on the terms of the
facility. The loan availability amount is generally determined by multiplying
an agreed upon advance rate against the value of certain types of assets. In
these facilities, Green Tree will most typically lend against finished
inventory and eligible accounts receivable arising from the sale of such
inventory which are free and clear of other liens and otherwise in compliance
with specified standards. Green Tree's asset-based revolving credit facilities
are usually secured by the assets which constitute the borrowing base against
which the loan availability amount is calculated and, occasionally, by other
personal property, mortgages or other
 
                                      37
assets of the borrower. Asset-Based Receivables are generally not supported by
any Floorplan Agreement with a Manufacturer, and for that reason generally
have significantly lower advance rates than a borrowing agreement supported by
a Floorplan Agreement with a Manufacturer.
 
  Green Tree's underwriting of Asset-Based Receivables gives consideration to
a variety of factors, including, among others, the financial condition of the
borrowing entity, its credit history and relationship with current and
previous lenders and its historical performance and trends. Upon satisfaction
of certain credit criteria, terms and conditions, an account is approved for a
revolving line of credit, the size of which is based on a variety of factors
including the needs of the borrower.
 
  Upon approval of the credit, an evaluation of the borrowing base is
performed and advance rates are established based on the type of collateral.
For purposes of evaluating items such as finished goods inventory, work-in-
process, raw materials and component parts, an independent appraisal may be
obtained and used in connection with establishing advance rates. With respect
to accounts receivable, eligibility criteria, typically excluding items past
due in excess of 60 days or aged over 120 days from invoice date, are
established, and concentration limits are set with respect to the individual
items within the receivables base. Next, an advance rate on eligible
receivables is determined based on a review of historical and projected data,
giving consideration to factors such as credit loss experience, dilution,
contingent sales and aged items. The intended result of the above analyses is
to set eligibility criteria and advance rates such that, under a collateral
liquidation scenario, Green Tree would fully recover any principal dollars
advanced on the revolving line of credit.
 
  The credit facilities giving rise to the Asset-Based Receivables may also
provide for control of all cash receipts of the borrower through a bank
lockbox facility. The adequacy of the borrowing base is monitored weekly and
audited quarterly. Collateral inspections may occur on a more frequent basis.
In addition, the financial condition of the borrower is monitored in
connection with financial covenants set forth in the loan agreements, and is
subject to audit by Green Tree at any time. In cases in which Green Tree is a
co-lender with other lenders one of which is a lead lender, the lead lender
may perform such monitoring.
 
REALIZATION ON THE RECEIVABLES
 
  Upon any default by a Dealer of its obligations to Green Tree under the
related financing agreement and expiration of any and all applicable notice
and cure periods that may have been agreed to between Green Tree and such
Dealer, Green Tree may declare such Dealer's obligations immediately due and
payable and enforce all of its legal rights and remedies, including
commencement of proceedings to realize upon any collateral, subject to
prevailing standards of commercial reasonableness and good faith. Upon
learning of such a default relating to Floorplan Receivables, Green Tree makes
contact with the Dealer to determine whether it can develop a workout
arrangement with the Dealer to cure all defaults. If disputes with the Dealer
exist, such disputes may be submitted to arbitration. If Green Tree determines
that such an arrangement to cure a default cannot be successfully implemented,
the Dealer's payment obligations are accelerated. Green Tree then attempts to
obtain possession of the collateral. If a Manufacturer is obligated to
repurchase the collateral under a Floorplan Agreement as described above under
"Floorplan Agreements with Manufacturers," the collateral is turned over to
the related Manufacturer. Green Tree repossesses, stores and then attempts to
sell all other salable collateral in a commercially reasonable manner. See
"The Accounts--Loss Experience."
 
  Upon default by a Dealer under an Asset-Based Receivable revolving credit
arrangement, which, among other conditions, may arise as a result of the
borrower's failure to comply with certain specified debt covenants or failure
to maintain an adequate borrowing base to support outstanding balances, Green
Tree will continue its ongoing assessment of the borrower's financial
condition and determine its best course of action for purposes of obtaining
repayment, including the possibility of immediate liquidation of all
collateral.
 
 
                                      38
THE RECEIVABLES
 
  The Receivables conveyed to the Trust represent the amounts owed from time
to time under the Accounts. The Accounts have been selected from Green Tree's
portfolio of accounts on the basis of criteria set forth in the Pooling and
Servicing Agreement as applied on the Cut-off Date and, with respect to
Additional Accounts, as of the related date of their designation (the "Trust
Portfolio"). Many of the Accounts were originated by subsidiaries of Green
Tree. The Transferor will have the right (subject to certain limitations and
conditions set forth therein), and in some circumstances will be obligated, to
designate from time to time Additional Accounts and to transfer to the Trust
all Receivables arising from such Additional Accounts, whether such
Receivables are then existing or thereafter created. Green Tree expects to
transfer Receivables in Additional Accounts to the Transferor, who will
transfer such Receivables to the Trust, as Green Tree's commercial finance
business continues to grow. Any Additional Accounts must be Eligible Accounts
as of the date the Transferor designates such accounts as Additional Accounts.
Furthermore, pursuant to the Pooling and Servicing Agreement, the Transferor
has the right (subject to certain limitations and conditions) to designate
certain Accounts as Removed Accounts and to require the Trustee to reconvey
all Receivables in such Removed Accounts to the Transferor, whether such
Receivables are then existing or thereafter created. Throughout the term of
the Series, the Accounts from which the Receivables arise will be the Accounts
designated by the Transferor on the Cut-off Date plus any Additional Accounts
minus any Removed Accounts. Pursuant to the Pooling and Servicing Agreement,
the Transferor will represent and warrant to the Trust that, as of the date
Receivables are conveyed to the Trust, such Receivables meet certain
eligibility requirements. See "Description of the Offered Certificates--
Representations and Warranties."
 
ELIGIBLE RECEIVABLES AND ELIGIBLE ACCOUNTS
 
  The Receivables must arise under an Eligible Account. An "Eligible Account"
is defined to mean, as of the Cut-off Date (or, with respect to Additional
Accounts, as of their date of designation for inclusion in the Trust), an
arrangement to provide a revolving extension of credit by Green Tree or one of
its subsidiaries to a Dealer (i) in order to finance the purchase by a Dealer
of consumer and commercial product inventory or (ii) as a line of credit
secured by unencumbered assets of such Dealer, which extension of credit, as
of the date of determination thereof, (a) is in existence and maintained with
Green Tree or such subsidiary, (b) is payable in United States dollars, (c) is
with a Dealer whose most recent billing address is in the United States or its
territories or possessions, (d) has been originated by Green Tree or such
subsidiary in the ordinary course of its business or acquired by Green Tree
through the acquisition of an Eligible Account from another lender upon
satisfying Green Tree's customary underwriting standards, (e) in respect of
which no amounts have been charged off by Green Tree or such subsidiary as
uncollectible in its customary and usual manner as of the Cut-off Date (or,
with respect to Additional Accounts, as of their date of designation for
inclusion in the Trust), and (f) is with a Dealer that is not involved in
insolvency proceedings. The definition of Eligible Account may be changed by
amendment to the Pooling and Servicing Agreement without the consent of the
Certificateholders if (i) the Transferor delivers to the Trustee a certificate
of an authorized officer to the effect that, in the reasonable belief of the
Transferor, such amendment will not as of the date of such amendment adversely
affect in any material respect the interest of the Certificateholders, and
(ii) such amendment will not result in a withdrawal or reduction of the rating
of any outstanding Series issued by the Trust.
 
  An "Eligible Receivable" is defined as a Receivable (a) that was originated
by Green Tree or one of its subsidiaries in the ordinary course of business or
acquired by Green Tree through the acquisition of an Eligible Account from
another lender upon satisfying Green Tree's customary underwriting standards,
(b) that has arisen under an Eligible Account, (c) that was created in
compliance with all requirements of law applicable thereto and pursuant to a
floorplan or asset-based financing agreement that complies with all
requirements of law applicable thereto, (d) with respect to which all
consents, licenses or authorizations of, or registrations with, any
governmental authority required to be obtained or given by Green Tree or such
subsidiary or the Transferor in connection with the creation of such
Receivable, or the transfer thereof to the Trust or the execution, delivery,
creation and performance by Green Tree or such subsidiary of the related
floorplan or asset-based financing
 
                                      39
agreement have been duly obtained or given and are in full force and effect as
of the date of the creation of such Receivable, (e) as to which, at the time
of its creation, the Transferor had good and marketable title free and clear
of all liens and security interests (other than certain liens permitted
pursuant to the Pooling and Servicing Agreement), and at all times following
the transfer of such Receivables to the Trust, the Trust will have good and
marketable title free and clear of all liens and security interests (other
than certain liens permitted pursuant to the Pooling and Servicing Agreement)
or the grant of a first priority security interest therein, (f) that is the
legal, valid, binding and assignable payment obligation of the related Dealer,
legally enforceable against such Dealer in accordance with its terms (with
certain bankruptcy related exceptions), (g) that constitutes "chattel paper,"
an "account" or a "general intangible" under Article 9 of the UCC as then in
effect in the State of Minnesota, (h) if such Receivable has the benefit of a
Floorplan Agreement with a Manufacturer, such Floorplan Agreement provides,
subject to the specific terms thereof and any limitations therein (which may
vary among Floorplan Agreements), that the Manufacturer is obligated to
repurchase the products securing the Receivables upon the Servicer's
repossession thereof upon the related Dealer's default, (i) which has been the
subject of a valid transfer and assignment from the Transferor to the Trust of
all the Transferor's interest therein and in the related Collateral Security
(including any proceeds thereof), (j) which at the time of transfer to the
Trust is not subject to any right of rescission, setoff, or any other defense
(including defenses arising out of violations of usury laws) of the Dealer,
(k) as to which, at the time of transfer of such Receivable to the Trust,
Green Tree (or such subsidiary) and the Transferor have satisfied all their
respective obligations with respect to such Receivable required to be
satisfied at such time, (l) as to which, at the time of transfer of such
Receivable to the Trust, neither Green Tree (or such subsidiary) nor the
Transferor has taken or failed to take any action which would impair the
rights of the Trust or the certificateholders therein and (m) which represents
the obligation of a Dealer to repay an advance made to or on behalf of such
Dealer to finance products or the accounts receivable arising from the sale of
such products. In addition, participation interests described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participations in Floorplan Receivables" and Receivables described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participation Arrangements" will be Receivables.
 
  The products financed by the receivables in Green Tree's portfolio as of
  , 1998 are shown below under "The Accounts--Description of Green Tree's
Portfolio." Currently, substantially all the Receivables are Floorplan
Receivables owed by manufactured housing, recreational vehicle, marine product
(primarily boats, outboard motors and boat trailers), aircraft, motorcycle and
truck dealers. These Receivables enable dealers to finance their inventory
pending resale to consumers. Green Tree expects that it will establish
Accounts for other Dealers in the future, whose related Receivables will
finance other types of products. A small percentage of the Receivables as of
      , 1998 are Asset-Based Receivables, generally arising under revolving
credit facilities for manufacturers and distributors of various products.
Green Tree expects that the composition of the Receivables will change over
time.
 
  In order to reduce the Trust's exposure to any single Dealer or any single
industry, certain diversification thresholds ("Overconcentration Amounts")
will be tested at the end of each Monthly Period. Initially, except as
provided below, no more than 20% of the Receivables may be Asset-Based
Receivables; no more than 2% (or, with respect to certain designated Dealers,
3%) of the Receivables may have arisen under an Account with a single Dealer;
no more than 15% of the Receivables may be Floorplan Receivables financing
products from a single manufacturer; no more than 5% of the Receivables may be
Floorplan Receivables financing marine products; no more than 25% of the
Receivables may be Floorplan Receivables financing recreational vehicles, and
no more than 5% of the Receivables may be Floorplan Receivables financing
products other than manufactured housing, marine products or recreational
vehicles. Green Tree expects that the Receivables will from time to time
exceed one or more of these thresholds. To the extent that any such threshold
is exceeded at the end of a Monthly Period, the Class D Invested Amount will
be increased by an equivalent amount. These threshold percentages may,
however, be increased or decreased in the future without the consent of any
Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of the Class A or Class B Certificates.
See "Description of the Offered Certificates--The Overconcentration Amounts."
 
                                      40
THE ACCOUNTS
 
GENERAL
 
  The Receivables have arisen or will arise in the Accounts. The Accounts were
selected from all the accounts that were Eligible Accounts (the "Eligible
Portfolio") at the Cut-off Date or, in the case of Additional Accounts, as of
the date of their designation. In order to be included in the Eligible
Portfolio, each Account must be an account established by Green Tree in the
ordinary course of business or acquired by Green Tree through the acquisition
of an Eligible Account from another lender upon satisfying Green Tree's
customary underwriting standards, and meet certain other criteria provided in
the Pooling and Servicing Agreement. See "The Receivables--Eligible
Receivables and Eligible Accounts" and "Description of the Offered
Certificates--Representations and Warranties."
 
  Pursuant to the Pooling and Servicing Agreement, the Transferor, and
pursuant to the Purchase Agreement, Green Tree, have the right (subject to
certain limitations and conditions), and in some circumstances are obligated,
to designate from time to time additional Eligible Accounts to be included as
Accounts ("Additional Accounts") and convey to the Trust the Receivables of
such Additional Accounts, including Receivables thereafter created. These
accounts must meet the eligibility criteria set forth above as of the date
such accounts are designated as Additional Accounts. Green Tree will convey
the Receivables then existing, with certain exceptions, or thereafter created
under such Additional Accounts to the Transferor, which will in turn convey
them to the Trust. See "Description of the Offered Certificates--Addition of
Accounts."
 
DESCRIPTION OF GREEN TREE'S PORTFOLIO
 
  The following tables set forth the composition of the receivables in Green
Tree's servicing portfolio of revolving credit agreements, as of       , 1998,
by business line and other criteria. Because Green Tree expects to designate
Additional Accounts from time to time and to transfer the Receivables arising
therein to the Transferor and thence to the Trust, the business lines and the
actual composition of the Receivables by business line are expected to change
over time. In addition, due to the variability and uncertainty with respect to
the rates at which Receivables in the Trust Portfolio are created, paid or
otherwise reduced, the characteristics set forth below may vary significantly
as of any other date of determination. Percentages may not add to 100% due to
rounding.
 
  In general, Green Tree considers any number of revolving financing
arrangements established with a group of affiliated Dealers to be a single
account, because the affiliated Dealers represent a consolidated credit risk.
However, Green Tree also measures its exposure to Dealers in various
industries, and for this purpose it would, for example, consider revolving
financing arrangements with a group of affiliated dealers engaged in sales of
manufactured housing and recreational vehicles to be separate accounts, one
relating to a group of manufactured housing dealers and one relating to a
group of recreational vehicle dealers. Accordingly, the total number of
Accounts in the tables below may vary.
 
 
                                      41
COMPOSITION OF RECEIVABLES IN GREEN TREE'S PORTFOLIO BY BUSINESS LINE
                                       , 1998
PERCENTAGE OF
                                                    RECEIVABLES     RECEIVABLES
   BUSINESS LINE                                      BALANCE         BALANCE
   -------------                                 ----------------- -------------
Manufactured Housing Floorplan Receivables... $                          %
   Marine Floorplan Receivables.................
   Recreational Vehicle Floorplan Receivables...
   Aircraft Floorplan Receivables...............
   Motorcycle Floorplan Receivables.............
   Trailer Floorplan Receivables................
   Truck Floorplan Receivables..................
   Asset-Based Receivables......................
   Real Estate..................................
                                                 -----------------    ------
     Total...................................... $                    100.00%
                                                 =================    ======
COMPOSITION OF RECEIVABLES IN GREEN TREE'S PORTFOLIO BY ACCOUNT BALANCE
                              AS OF       , 1998
PERCENTAGE           PERCENTAGE
                                                     OF       NUMBER  OF NUMBER
                                  RECEIVABLES    RECEIVABLES    OF        OF
   ACCOUNT BALANCE RANGE            BALANCE        BALANCE   ACCOUNTS  ACCOUNTS
   ---------------------       ----------------- ----------- -------- ----------
$0 to $100,000............  $                         %                    %
   $100,000.01 to $500,000...
   $500,000.01 to $1,000,000.
   $1,000,000.01 to
    $5,000,000...............
   $5,000,000.01 to
    $10,000,000..............
   Over $10,000,000.01.......
                               -----------------   ------     -----     ------
     Total...................  $                   100.00%              100.00%
                               =================   ======     =====     ======
GEOGRAPHIC DISTRIBUTION OF RECEIVABLES IN GREEN TREE'S PORTFOLIO
                              AS OF       , 1998
PERCENTAGE OF           PERCENTAGE OF
                           RECEIVABLES     RECEIVABLES  NUMBER OF   NUMBER OF
   DEALER LOCATION(1)        BALANCE         BALANCE    ACCOUNTS    ACCOUNTS
   ------------------   ----------------- ------------- --------- -------------
Florida............. $                          %                       %
   Texas...............
   North Carolina......
   California..........
   Arizona.............
   Georgia.............
   Michigan............
   Tennessee...........
   Mississippi.........
   Alabama.............
   Colorado............
   Ohio................
   Other States (2)....
                        -----------------    ------        ---       ------
     Total............. $                    100.00%                 100.00%
                        =================    ======        ===       ======
--------
(1) For purpose of this table, the Dealer's location is based on the Dealer's
    headquarters address rather than the actual location of the Dealer's place
    of business.
(2) The percentage of the Receivables balance represented by Receivables in
    each state not specifically listed is less than 3% of the Receivables
    balance.
 
                                      42
YIELD INFORMATION
 
  The Receivables bear interest in their accrual periods at rates generally
equal to an index rate selected in the related financing agreement, which as
of the date hereof is generally a prime rate, plus a margin. Certain
Receivables do not bear interest for a specified period after their
origination. During the six months ended June 30, 1998, the receivables in
Green Tree's portfolio had a yield of      % per annum. The Trust's yield on
its Receivables will be affected by the interest rates borne by Receivables,
the Discount Factor, if any, and the rate at which the Receivables balances
are paid.
 
MAJOR CUSTOMERS; MAJOR MANUFACTURERS
 
  At       , 1998 no one Floorplan Dealer accounted for more than     % of the
aggregate balance of the Receivables in Green Tree's portfolio. At       ,
1998, except as discussed below, no one Manufacturer was obligated under
Floorplan Agreements relating to receivables in Green Tree's portfolio
aggregating more than     % of the aggregate receivables balance. At       ,
1998, Fleetwood Enterprises, Inc. was obligated under its Floorplan Agreement
with Green Tree with respect to receivables aggregating      % of Green Tree's
portfolio. Fleetwood Enterprises, Inc. is a large manufacturer of both
manufactured housing and recreational vehicles, with production facilities
located throughout the United States and in Germany, and is not affiliated
with Green Tree. No prediction can be made as to what percentage of the
Receivables in the future may be obligations of a single Dealer or be related
to a single Manufacturer under its Floorplan Agreement, but such percentages
are subject to the effect of Overconcentration Amounts. See "Description of
the Offered Certificates--The Overconcentration Amounts."
 
DELINQUENCY EXPERIENCE
 
  The following table sets forth the delinquency experience as of the dates
indicated for Green Tree's entire portfolio. Because Green Tree's portfolio
has grown rapidly in the past year, and Green Tree expects to create a
substantial number of Additional Accounts that will be transferred to the
Trust in the future, the actual delinquency experience with respect to the
Eligible Accounts may be different. There can be no assurance that the
delinquency experience for the Receivables in the future will be similar to
the experience shown below.
 
                  DELINQUENCY EXPERIENCE FOR TOTAL PORTFOLIO
                              RECEIVABLES BALANCE
                            (DOLLARS IN THOUSANDS)
DECEMBER 31, DECEMBER 31, DECEMBER 31,  JUNE 30,
                                  1995         1996         1997        1998
                              ------------ ------------ ------------ ----------
Aggregate Principal Balance.    $539,615    $1,022,534   $1,496,433  $
SAU/NSF(1)..................       1,558         1,319        1,447
SAU/NSF as a Percentage of
 Aggregate Principal
 Balance....................        0.29%         0.13%        0.10%           %
--------
(1) A "SAU/NSF" Receivable is one that is deemed delinquent when (i) there is
    an unpaid receivable balance as to which the related product has been sold
    and such receivable balance has not been paid by the related Dealer or
    (ii) a payoff check from the related Dealer has been returned because of
    insufficient funds.
 
LOSS EXPERIENCE
 
  The following table sets forth Green Tree's average principal receivables
balance and loss experience for each of the periods shown with respect to its
portfolio. Because Green Tree's portfolio has grown rapidly in the past three
years, and Green Tree expects to create a substantial number of Additional
Accounts that will be designated for the Trust in the future, actual loss
experience with respect to the Eligible Accounts may be different. Since a
substantial number of receivables from which the Receivables will be taken
were only recently originated, it may be expected that such receivables have
not yet exhibited a loss experience that is representative
 
                                      43
of the losses that may be experienced over a longer period of time. There can
be no assurance that the loss experience for the Receivables in the future
will be similar to the historical experience set forth below with respect to
the portfolio. The historical experience set forth below includes the effect
of the financial obligations of Manufacturers in respect of repossessed
products as described above under "Green Tree Financial Corporation and Its
Commercial Finance Division--Floorplan Agreements with Manufacturers." If
Manufacturers are not able to perform such obligations in the future, the loss
experience in respect of the portfolio and the Receivables may be adversely
affected.
 
                       LOSS EXPERIENCE FOR THE PORTFOLIO
                            (DOLLARS IN THOUSANDS)
TWELVE       TWELVE       TWELVE    SIX MONTHS
                              MONTHS ENDED MONTHS ENDED MONTHS ENDED   ENDED
                              DECEMBER 31, DECEMBER 31, DECEMBER 31,  JUNE 30,
                                  1995         1996         1997        1998
                              ------------ ------------ ------------ ----------
Average Principal
 Receivables Balance (1)....    $380,226    $1,048,260   $1,657,940  $
Gross Losses................          24           612        1,667
Recoveries..................                      (104)        (239)
Net Losses (Recoveries) (2).          24           508        1,428
Net Losses (Recoveries) as a
 percentage of Average
 Principal Receivables
 Balance....................       0.006%        0.049%       0.086%           %
--------
(1) Average Principal Receivables Balance is the average daily principal
    balances for the twelve months ended December 31, 1995, 1996 and 1997, and
    the six months ended June 30, 1998, respectively.
(2) Net losses (recoveries) in any period are gross losses less recoveries for
    such period. Recoveries include recoveries from collateral security in
    addition to recoveries from the products.
 
AGING EXPERIENCE
 
  The following table provides the age distribution of inventory for all
dealers in the portfolio excluding Asset Based Receivables, as a percentage of
total principal outstanding at the date indicated. Because the Eligible
Accounts will only be a portion of the entire portfolio, actual age
distribution with respect to the Eligible Accounts may be different.
 
                     AGE DISTRIBUTION FOR THE PORTFOLIO(1)
                              AS OF       , 1998
PERCENTAGE OF
                                                    RECEIVABLES     RECEIVABLES
                                                      BALANCE         BALANCE
                                                 ----------------- -------------
Days
  0-89.......................................... $                          %
  90-179........................................
  180-365.......................................
  366-730.......................................
  Over 731......................................
                                                 -----------------    ------
    Total....................................... $                    100.00%
                                                 =================    ======
--------
(1) Excludes Asset-Based Receivables.
 
 
                                      44
MATURITY CONSIDERATIONS
 
  The Pooling and Servicing Agreement provides that Class A Certificateholders
will not receive payments of principal until the Class A Scheduled Payment
Date, or earlier in the event of a Pay Out Event that results in the
commencement of the Early Amortization Period. The Pooling and Servicing
Agreement also provides that Class B Certificateholders will not receive
payments of principal until the Class B Scheduled Payment Date, or earlier in
the event of a Pay Out Event that results in the commencement of the Early
Amortization Period (in either case, only after the Class A Invested Amount
has been paid in full). The Class B Certificateholders will not receive any
payments of principal until the final principal payment on the Class A
Certificates has been made.
 
  Controlled Accumulation Period. On each business day during the Controlled
Accumulation Period, prior to the payment (or deposit in the Principal
Account) of the Class A Invested Amount in full, an amount equal to the lesser
of (a) Principal Collections allocable to the Class A, Class B and Class C
Certificateholders' Interest plus Shared Principal Collections, if any, from
other Series allocable to the Class A, Class B and Class C Certificates, plus
certain other amounts comprising Class A, Class B and Class C Principal, and
(b) the amount, if any, by which (i) the sum of the Controlled Accumulation
Amount for such Monthly Period plus the Accumulation Shortfall, if any (such
sum being referred to as the "Controlled Deposit Amount" for the related
Monthly Period) exceeds (ii) the amount in the Principal Account for the
account of the Class A, Class B and Class C Certificate Owners, will be
deposited daily in the Principal Account.
 
  On each business day during the Controlled Accumulation Period, following
the payment (or deposit in the Principal Account) of the Class A Invested
Amount in full but prior to the payment (or deposit in the Principal Account)
of the Class B Invested Amount in full, an amount equal to the lesser of (a)
Principal Collections allocable to the Class A, Class B and Class C
Certificateholders' Interest plus Shared Principal Collections, if any, from
other Series allocable to the Class A, Class B and Class C Certificates, plus
certain other amounts comprising Class A, Class B and Class C Principal, and
(b) the amount, if any, by which (i) the Controlled Deposit Amount for the
related Monthly Period exceeds (ii) the amount in the Principal Account for
the account of the Class B Certificate Owners, will be deposited daily in the
Principal Account.
 
  Although it is anticipated that during the Controlled Accumulation Period
prior to the payment of the Class A Invested Amount in full, funds will be
deposited in the Principal Account in an amount equal to the applicable
Controlled Deposit Amount for each Monthly Period and that the Class A
Invested Amount will be available for distribution to the Class A Certificate
Owners on the Class A Scheduled Payment Date, and that the Class B Invested
Amount will be available for distribution to the Class B Certificate Owners on
the Class B Scheduled Payment Date, respectively, no assurance can be given in
that regard.
 
  Pay Out Event. If a Pay Out Event occurs, the Early Amortization Period will
commence and any amounts on deposit in the Principal Account will be paid to
the Class A Certificate Owners on the Distribution Date in the month following
the commencement of the Early Amortization Period. In addition, to the extent
that the Class A Invested Amount has not been paid in full on the Class A
Scheduled Payment Date, the Class A Certificate Owners will be entitled to
monthly payments of principal equal to the Principal Collections allocable to
the Class A, Class B and Class C Certificateholders' Interest plus Shared
Principal Collections, if any, from other Series allocable to the Class A,
Class B and Class C Certificates, plus certain other amounts comprising Class
A, Class B and Class C Principal, until the earlier of the date on which the
Class A Invested Amount has been paid in full and the Series 1998-2
Termination Date. After the Class A Invested Amount has been paid in full and
if the Series 1998-2 Termination Date has not occurred, Principal Collections
allocable to the Class B and Class C Certificateholders' Interest plus Shared
Principal Collections, if any, from other Series allocable to the Class A,
Class B and Class C Certificates, plus certain other amounts comprising Class
B and Class C Principal, will be paid to the Class B Certificate Owners on
each Distribution Date until the earlier of the date on which the Class B
Invested Amount has been paid in full and the Series 1998-2 Termination Date.
Thereafter, on and after the Class C Principal Commencement Date, the Class C
Certificate Owners will be entitled to receive monthly payments of principal,
until the Class C Invested Amount is paid in full or until the Series 1998-2
Termination Date. If a Pay Out Event occurs with respect to the Series 1998-2
Certificates prior to the payment in full of the
 
                                      45
Series 1995-1 Certificates, Series 1998-2 Certificateholders will receive no
allocations of principal (other than funds then on deposit in the Pre-Funding
Account) until the Series 1995-1 Certificates are paid in full or funds in
respect thereof have been deposited in the Principal Account, which is
expected to occur in October 1998. See "Risk Factors--Companion Series with
Series 1995-1 Certificates; Delay in Allocations of Principal."
 
  A "Pay Out Event" occurs, either automatically or after specified notice,
upon
 
    (i) failure by the Transferor to convey Receivables in Additional
  Accounts to the Trust within five Business Days after the day on which it
  is required to convey such Receivables pursuant to the Pooling and
  Servicing Agreement;
 
    (ii) failure on the part of the Transferor, the Servicer or Green Tree,
  as applicable, (a) to make any payment or deposit required by the Pooling
  and Servicing Agreement or the Purchase Agreement, on or before the date
  such payment or deposit is required to be made therein, which failure is
  not cured within five business days after written notice from the Trustee
  of such failure; or (b) to deliver a Distribution Date Statement on the
  date required under the Pooling and Servicing Agreement (or within ten
  business days after written notice from the Trustee of such failure); or
  (c) to comply with its covenant not to create any lien on a Receivable
  which failure has a material adverse effect on the holders of the
  Certificates and which continues unremedied for a period of 60 days after
  written notice to it; provided, however, that any Pay Out Event shall not
  be deemed to have occurred if the Transferor shall have repurchased the
  related Receivables or, if applicable, all the Receivables during such
  period in accordance with the provisions of the Pooling and Servicing
  Agreement; or (d) to observe or perform in any material respect any other
  covenants or agreements set forth in the Pooling and Servicing Agreement or
  the Purchase Agreement, which failure has a materially adverse effect on
  the Certificateholders and which continues unremedied for a period of 45
  days after written notice of such failure;
 
    (iii) any representation or warranty made by Green Tree in the Purchase
  Agreement or by the Transferor in the Pooling and Servicing Agreement or
  any information required to be given by the Transferor to the Trustee to
  identify the Accounts proves to have been incorrect in any material respect
  when made and continues to be incorrect in any material respect for a
  period of 60 days after written notice and as a result the interests of the
  Certificateholders are materially and adversely affected (excluding,
  however, any representation or warranty made by the Transferor that the
  Pooling and Servicing Agreement constitutes, or the transfer of the
  Receivables to the Trust is, a valid sale, transfer and assignment to the
  Trust of all right, title and interest of the Transferor in the Receivables
  and the Collateral Security if the Pooling and Servicing Agreement
  constitutes the grant of a security interest in the Receivables and
  Collateral Security); provided, however, that any Pay Out Event shall not
  be deemed to occur thereunder if the Transferor has repurchased the related
  Receivables or all such Receivables, if applicable, during such period in
  accordance with the provisions of the Pooling and Servicing Agreement;
 
    (iv) the occurrence of certain events of bankruptcy, insolvency or
  receivership relating to Green Tree or the Transferor;
 
    (v) the Trust or the Transferor becomes an investment company within the
  meaning of the Investment Company Act of 1940, as amended;
 
    (vi) any Servicer Default occurs;
 
    (vii) on any Determination Date, the average of the Monthly Payment Rates
  for the three preceding Monthly Periods, where the Monthly Payment Rate for
  a Monthly Period is the percentage obtained by dividing the aggregate of
  the Receivables balances (without deducting therefrom any discount portion)
  collected during such Monthly Period by the average daily aggregate
  Receivables balance (without deducting therefrom any discount portion) for
  such Monthly Period, is less than 18%;
 
    (viii) the failure to pay the outstanding principal amount of the Class A
  or Class B Certificates by the Class A Scheduled Payment Date or the Class
  B Scheduled Payment Date, as applicable;
 
 
                                      46
(ix) the ratio (expressed as a percentage) of (i) the average for each
  month of the net losses on the Receivables (exclusive of the Ineligible
  Receivables) owned by the Trust (i.e., gross losses less recoveries on any
  such Receivables (including, without limitation, recoveries from collateral
  security in addition to recoveries from the products, recoveries from
  Manufacturers and insurance proceeds)) during any three consecutive
  calendar months to (ii) the average of the month-end aggregate balances of
  such Receivables (without deducting therefrom the discount portion) for
  such three-month period, exceeds 5% on an annualized basis;
 
    (x) the sum of all Cash Equivalents and amounts on deposit in the Excess
  Funding Account represents more than 50% of the sum of the aggregate amount
  of Principal Receivables (without deducting therefrom any discount portion)
  on each of six or more consecutive Determination Dates, after giving effect
  to all payments made or to be made on the Distribution Date next succeeding
  each such respective Determination Date; or
 
    (xi) if Principal Collections allocable to the Class D
  Certificateholder's Interest have been reallocated in any Monthly Period to
  cover any Required Amounts and have not been reimbursed as of the
  Determination Date in such Monthly Period.
 
  The amount of new Receivables generated in any month and payment rates on
the Receivables may vary because of seasonal variations in product sales and
inventory levels, retail incentive programs provided by product manufacturers
and various economic factors affecting product sales generally. The following
table sets forth the monthly payment rates ("MPR") for the receivables
originated by Green Tree from Dealers for each month since January 1995 and
the average monthly payment rates for such receivables for all months during
the periods shown, in each case calculated by dividing the total collections
during a given month by total opening monthly balances of such receivables
during the periods shown and expressing such amounts as a percentage. Payment
rates shown in the table are based on amounts which would be deemed payments
of Principal Receivables with respect to such receivables. The payment rates
shown in the table reflect payments on Floorplan Receivables only. As of
  , 1998, approximately      % of the receivables in Green Tree's portfolio
were Asset-Based Receivables.
 
                    MONTHLY PAYMENT RATES FOR THE PORTFOLIO
PAYMENT RATE
                                                         ----------------------
MONTH                                                    1995  1996  1997  1998
-----                                                    ----  ----  ----  ----
January.................................................  22%   20%   17%     %
February................................................  19    18    17
March...................................................  24    22    22
April...................................................  25    25    23
May.....................................................  28    26    24
June....................................................  29    25    25
July....................................................  29    28    28
August..................................................  33    29    25
September...............................................  28    26    26
October.................................................  30    26    26
November................................................  28    23    22
December................................................  24    21    22
                                                         ---   ---   ---   ---
Average.................................................  26%   23%   23%     %
                                                         ---   ---   ---   ---
--------
 
  The amount of collections on Receivables may vary from month to month due to
seasonal fluctuations in sales of the products securing the Receivables and
other factors. There can be no assurance that Principal Collections with
respect to the Trust, and thus the rate at which funds are deposited in the
Principal Account during the Controlled Accumulation Period, will be similar
to the historical experience set forth above. If a Pay
 
                                      47
Out Event occurs, the average life and maturity of the Offered Certificates
could be significantly reduced. Certificate Owners will bear the risk of being
able to reinvest principal received on the Certificates at a yield at least
equal to their yield on the Certificates. If an investor acquires a
Certificate at a discount, the repayment of principal on the Certificate later
than on the related Scheduled Payment Date will likely result in a lower than
anticipated yield. In addition, if an investor acquires a Certificate at a
premium, repayment of principal earlier than the related Scheduled Payment
Date will result in a yield to that investor that is lower than anticipated by
that investor.
 
                                USE OF PROCEEDS
 
  The net proceeds from the sale of the Offered Certificates will be paid to
the Transferor. The Transferor will apply the entire amount of such net
proceeds, which is expected to be $              , to reduce the principal
amount of the Series 1995-1 Certificates, to pay the purchase price of
Receivables and to fund the Pre-Funding Account to the extent of the Pre-
Funded Amount.
 
                    DESCRIPTION OF THE OFFERED CERTIFICATES
 
  The Offered Certificates will be issued pursuant to the Pooling and
Servicing Agreement and the Series 1998-2 Supplement. Pursuant to the Pooling
and Servicing Agreement, the Transferor and the Trustee have executed
Supplements for the Series 1995-1 Certificates, the Series 1996-1
Certificates, the Series 1996-2 Certificates and the Series 1998-1
Certificates, and may execute additional Supplements in order to issue
additional Series.
 
GENERAL
 
  The Offered Certificates will represent undivided interests in certain
assets of the Trust, including the right to the investor allocation percentage
of all Obligor payments on the Receivables in the Trust. Each Class A
Certificate and Class B Certificate represents the right to receive payments
of interest at the Class A Certificate Rate or the Class B Certificate Rate,
as the case may be, funded from Available Series Interest Collections and the
right to receive payments of principal on or after the Class A Scheduled
Payment Date or the Class B Scheduled Payment Date, as applicable, in each
case funded from Principal Collections allocated to the Class A, Class B and
Class C Certificateholders' Interests.
 
  The Transferor will own the Exchangeable Transferor Certificate and the
Class D Certificates and may either own or privately place the Class C
Certificates. The Exchangeable Transferor Certificate will represent an
undivided interest in the Trust, including the right to a percentage (the
"Transferor Percentage") of all Obligor payments on the Receivables in the
Trust equal to 100% minus the sum of the applicable investor allocation
percentages (which shall not exceed 100%) for all Series of certificates then
outstanding. See "--Certain Matters Regarding the Transferor and the
Servicer."
 
  During the Revolving Period, the amount of the Invested Amount in the Trust
will remain constant except under certain limited circumstances. See "--
Defaulted Receivables" and "--The Overconcentration Amounts." The amount of
Principal Receivables in the Trust, however, will vary each day as new
Receivables arise in the Accounts and other Receivables are paid. The amount
of the Transferor Interest (or the amount in the Excess Funding Account, if
necessary) will fluctuate each day, therefore, to reflect the changes in the
amount of the Principal Receivables in the Trust, except to the extent another
Series absorbs such change. During the Controlled Accumulation Period, the
Invested Amount will decline as dealer payments of Principal Receivables are
collected and held for distribution or distributed to the Certificate Owners.
As a result, except to the extent another Series absorbs such change, the
Transferor Interest will generally increase each month during the Controlled
Accumulation Period to reflect the reductions in the Invested Amount of such
Series and will also
 
                                      48
change to reflect the variations in the amount of the Principal Receivables in
the Trust. The Transferor Interest may be reduced as the result of an
Exchange. See "--Exchanges."
 
  Each Class of Offered Certificates initially will be represented by
certificates registered in the name of the nominee of DTC (together with any
successor depository selected by the Transferor, the "Depository"), except as
set forth below. Beneficial interests in each Class of Offered Certificates
will be available for purchase in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof in book-entry form only. The Transferor
has been informed by DTC that DTC's nominee will be Cede & Co. Accordingly,
Cede & Co. is expected to be the holder of record of the Offered Certificates.
Unless and until Definitive Certificates are issued under the limited
circumstances described herein, no Certificate Owner acquiring an interest in
any Class of Offered Certificates will be entitled to receive a certificate
representing such Certificate Owner's interest in such Certificates. Until
such time, all references herein to actions by Certificateholders of any Class
of Offered Certificates will refer to actions taken by the Depository upon
instructions from its participating organizations ("DTC Participants" or
"Participants") and all references herein to distributions, notices, reports,
and statements to Certificateholders of any Class of Offered Certificates will
refer to distributions, notices, reports, and statements to the Depository or
its nominee, as the registered holder of the Offered Certificates of such
Class, for distribution to Certificate Owners of such Class in accordance with
the Depository's procedures. See "--Book-Entry Registration" and "--Definitive
Certificates."
 
BOOK-ENTRY REGISTRATION
 
  With respect to each Class of Offered Certificates in book-entry form,
Certificateholders may hold their Certificates through DTC (in the United
States) or Cedel or Euroclear (in Europe), if they are participants of such
systems, or indirectly through organizations that are participants in such
systems.
 
  Cede, as nominee for DTC, will hold the global certificates. Cedel and
Euroclear will hold omnibus positions on behalf of the Cedel Participants and
the Euroclear Participants, respectively, through customers' securities
accounts in Cedel's and Euroclear's names on the books of their respective
depositaries (collectively, the "Depositaries") which in turn will hold such
positions in customers' securities accounts in the Depositaries' names on the
books of DTC.
 
  DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities for its Participants and facilitates the clearance and
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other
organizations. Indirect access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
 
  Transfers between DTC Participants will occur in accordance with DTC rules.
Transfers between Cedel Participants and Euroclear Participants will occur in
the ordinary way in accordance with their applicable rules and operating
procedures.
 
  Cross-market transfers between persons holding directly or indirectly
through DTC in the United States, on the one hand, and directly or indirectly
through Cedel Participants or Euroclear Participants on the other, will be
effected in DTC in accordance with DTC rules on behalf of the relevant
European international clearing system by its Depositary; however, such cross-
market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing
 
                                      49
system will, if the transaction meets its settlement requirements, deliver
instructions to its Depositary to take action to effect final settlement on
its behalf by delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Cedel Participants and Euroclear Participants
may not deliver instructions directly to the Depositaries.
 
  Because of time-zone differences, credits of securities in Cedel or
Euroclear as a result of a transaction with a DTC Participant will be made
during the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in
such securities settled during such processing will be reported to the
relevant Cedel Participant or Euroclear Participant on such business day. Cash
received in Cedel or Euroclear as a result of sales of securities by or
through a Cedel Participant or a Euroclear Participant to a DTC Participant
will be received with value on the DTC settlement date but will be available
in the relevant Cedel or Euroclear cash account only as of the business day
following settlement in DTC.
 
  Purchases of Offered Certificates under the DTC system must be made by or
through Participants, which will receive a credit for the Offered Certificates
on DTC's records. The ownership interest of each actual Certificate Owner is
in turn to be recorded on the Participants' and Indirect Participants'
records. Certificate Owners will not receive written confirmation from DTC of
their purchase, but Certificate Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Participant or Indirect Participant
through which the Certificate Owner entered into the transaction. Transfers of
ownership interests in the Offered Certificates are to be accomplished by
entries made on the books of Participants acting on behalf of Certificate
Owners. Certificate Owners will not receive certificates representing their
ownership interest in Offered Certificates, except in the event that use of
the book-entry system for the Offered Certificates is discontinued.
 
  To facilitate subsequent transfers, all Offered Certificates deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Offered Certificates with DTC and their registration
in the name of Cede & Co. effects no change in beneficial ownership. DTC has
no knowledge of the actual Certificate Owners; DTC's records reflect only the
identity of the Participants to whose accounts such Offered Certificates are
credited, which may or may not be the Certificate Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
 
  Conveyance of notices and other communications by DTC to Participants, by
Participants to Indirect Participants, and by Participants and Indirect
Participants to Certificate Owners will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time.
 
  Neither DTC nor Cede & Co. will consent or vote with respect to the Offered
Certificates. Under its usual procedures, DTC mails an omnibus proxy to the
issuer as soon as possible after the record date, which assigns Cede & Co.'s
consenting or voting rights to those Participants to whose accounts the
Offered Certificates are credited on the record date (identified in a listing
attached thereto).
 
  Principal and interest payments on the Offered Certificates will be made to
DTC. DTC's practice is to credit Participants' accounts on the Distribution
Date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on the
Distribution Date. Payments by Participants to Certificate Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, the Trustee or the Transferor, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the Trustee, disbursement of such
payments to Participants shall be the responsibility of DTC, and disbursement
of such payments to the Certificate Owners shall be the responsibility of
Participants and Indirect Participants.
 
  DTC may discontinue providing its services as securities depository with
respect to the Offered Certificates at any time by giving reasonable notice to
the Transferor or the Trustee. Under such circumstances, in the event
 
                                      50
that a successor securities depository is not obtained, Definitive
Certificates are required to be printed and delivered. The Transferor may
decide to discontinue use of the system of book-entry transfers through DTC
(or a successor securities depository). In that event, Definitive Certificates
will be printed and delivered.
 
  Cedel Bank, societe anonyme ("Cedel") is incorporated under the laws of
Luxembourg as a professional depository. Cedel holds securities for its
participating organizations ("Cedel Participants") and facilitates the
clearance and settlement of securities transactions between Cedel Participants
through electronic book-entry changes in accounts of Cedel Participants,
thereby eliminating the need for physical movement of certificates.
Transactions may be settled by Cedel in any of 28 currencies, including United
States dollars. Cedel provides to its Cedel Participants, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Cedel
interfaces with domestic markets in several countries. As a professional
depository, Cedel is subject to regulations by the Luxembourg Monetary
Institute. Cedel Participants are recognized financial institutions around the
world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations and may
include the underwriters of any Series of Certificates. Indirect access to
Cedel is also available to others, such as banks, brokers, dealers and trust
companies that dear through or maintain a custodial relationship with a Cedel
Participant, either directly or indirectly.
 
  The Euroclear System (the "Euroclear System") was created in 1968 to hold
securities for participants of the Euroclear System ("Euroclear Participants")
and to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Transactions may now be
settled in any of 32 currencies, including United States dollars. The
Euroclear System includes various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. The Euroclear System is operated by Morgan Guaranty Trust
Company of New York, Brussels, Belgium office (the "Euroclear Operator" or
"Euroclear"), under contract with Euroclear Clearance System, S.C., a Belgian
cooperative corporation (the "Cooperative"). All operations are conducted by
the Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for the Euroclear system on
behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other
professional financial intermediaries and may include the underwriters of any
Series of Certificates. Indirect access to the Euroclear System is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
 
  The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
 
  Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions
govern transfers of securities and cash within the Euroclear System,
withdrawal of securities and cash from the Euroclear System, and receipts of
payments with respect to securities in the Euroclear System. All securities in
the Euroclear System are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of Euroclear
Participants and has no record of or relationship with persons holding through
Euroclear Participants.
 
  Distributions with respect to Offered Certificates held through Cedel or
Euroclear will be credited to the cash accounts of Cedel Participants or
Euroclear Participants in accordance with the relevant system's rules and
procedures, to the extent received by its Depositary. Such distributions will
be subject to tax reporting in accordance with relevant United States tax laws
and regulations. Cedel or the Euroclear Operator, as the case may be, will
take any other action permitted to be taken by a Certificateholder under the
related Pooling and
 
                                      51
Servicing Agreement on behalf of a Cedel Participant or a Euroclear
Participant only in accordance with its relevant rules and procedures and
subject to its Depositary's ability to effect such actions on its behalf
through DTC.
 
  Although DTC, Cedel and Euroclear have agreed to the foregoing procedures in
order to facilitate transfers of Offered Certificates among participants of
DTC, Cedel and Euroclear, they are under no obligation to perform or continue
to perform such procedures and such procedures may be discontinued at any
time.
 
DEFINITIVE CERTIFICATES
 
  Each Class of Offered Certificates will be issued in such registered,
certificated form to the Certificate Owners of such Class or their nominees
("Definitive Certificates"), rather than to the Depository or its nominee,
only if (i) the Transferor advises the Trustee in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as
Depository with respect to the Offered Certificates of such Class, and the
Trustee or the Transferor is unable to locate a qualified successor, (ii) the
Transferor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, or (iii) after the
occurrence of a Servicer Default, Certificate Owners representing not less
than 50% of the Invested Amount of such Class advise the Trustee and the
Depository through Participants in writing that the continuation of a book-
entry system through the Depository is no longer in the best interest of the
Certificate Owners of such Class.
 
  Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Depository is required to notify all Participants of
the availability through the Depository of Definitive Certificates. Upon
surrender by the Depository of the definitive certificate representing the
Offered Certificates of the affected Class and instructions for registration,
the Trustee will issue the Offered Certificates of such Class as Definitive
Certificates, and thereafter the Trustee will recognize the holders of such
Definitive Certificates as Certificateholders under the Pooling and Servicing
Agreement.
 
  Distribution of principal and interest on the Offered Certificates will be
made by the Trustee directly to Certificateholders in accordance with the
procedures set forth herein and in the Pooling and Servicing Agreement.
Interest payments and any principal payments on each Distribution Date will be
made to Certificateholders in whose names the Definitive Certificates were
registered at the close of business on the related Record Date. Distributions
will be made by check mailed to the address of such Certificateholder as it
appears on the register maintained by the Trustee. The final payment on any
Offered Certificate, however, will be made only upon presentation and
surrender of such Certificate at the office or agency specified in the notice
of final distribution to Certificateholders. The Trustee will provide such
notice to registered Certificateholders mailed not later than the fifth day of
the month of such final distributions.
 
  Definitive Certificates will be transferable and exchangeable at the offices
of the transfer agent and registrar, which initially will be the Trustee (in
such capacity, the "Transfer Agent and Registrar"). No service charge will be
imposed for any registration of transfer or exchange, but the Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge imposed in connection therewith. The Transfer Agent
and Registrar will not be required to register the transfer or exchange of
Definitive Certificates for the period from the Record Date preceding the due
date for any payment to the Distribution Date with respect to such Definitive
Certificates.
 
  In the event that Definitive Certificates are issued, the Trustee will
maintain paying agencies in Luxembourg and London for payments in respect of
Definitive Certificates for so long as they are outstanding. The names and
addresses of the paying agents which are expected to be appointed in such
circumstances are set forth at the end of this Prospectus. If Definitive
Certificates are issued, such paying agents also will act as co-transfer
agents and co-registrars with respect to the Definitive Certificates. In the
event of any such appointment or replacement of paying agents, the Trustee
will publish or cause to be published as soon as possible in the Luxemburger
Wort a notice to the effect that such paying agent has been appointed or
replaced and other relevant information. If Definitive Certificates are
issued, such Definitive Certificates will be transferable and exchangeable at
the offices
 
                                      52
of the transfer agent and such co-transfer agents. In the event of the
transfer of less than all the Invested Amount represented by a Definitive
Certificate, the transfer agent or such co-transfer agent, as applicable, will
issue a new Definitive Certificate to the transferor thereof representing the
Invested Amount not so transferred. In addition, upon maturity or final
payment, such Definitive Certificates may be presented for payment at the
offices of such paying agents in Luxembourg or London up to two years after
maturity or final payment. The Trustee may take appropriate steps to contact
the remaining Certificateholders regarding the surrender of their
Certificates, and the cost thereof will be paid out of the fund held by the
Trustee for benefit of such Certificateholders. The Trustee and the Paying
Agent will pay to the Transferor upon request any monies held by them for the
payment of principal or interest which remains unclaimed for two years. After
payment to the Transferor, Investor Certificateholders entitled to the money
must look to the Transferor for payment as general creditors unless an
applicable abandoned property law designates another Person.
 
REPLACEMENT OF DEFINITIVE CERTIFICATES
 
  In the event that Definitive Certificates are issued, a Class A or a Class B
Certificate that is mutilated, destroyed, lost or stolen may be exchanged or
replaced, as the case may be, at the offices of the co-transfer agent and co-
registrar in Luxembourg upon presentation of the Certificate or satisfactory
evidence of the destruction, loss or theft thereof to the co-transfer agent
and co-registrar. An indemnity satisfactory to the co-transfer agent and co-
registrar and the Trustee may be required at the expense of the Class A or the
Class B Certificateholder before a replacement Class A or Class B Certificate
will be issued. The Class A or the Class B Certificateholder will be required
to pay any tax or other governmental charge imposed in connection with such
exchange or replacement and any other expenses (including the fees and
expenses of the Trustee and the co-transfer agent and co-registrar) connected
therewith.
 
INTEREST PAYMENTS
 
  Interest on the respective outstanding balance of each Class of Offered
Certificates will accrue at the applicable Certificate Rate and will be
payable on the 13th day of each month, or if such day is not a business day,
on the next succeeding business day (each a "Distribution Date"), beginning
  , 1998. A "Business Day" is any day other than a Saturday or Sunday or
another day on which banking institutions in New York, New York, London,
England or Luxembourg are authorized or obligated by law or executive order to
be closed. Interest will accrue from and including the preceding Distribution
Date (or, in the case of the first Distribution Date, from and including the
Series 1998-2 Issuance Date) to but excluding such Distribution Date and will
be calculated on the basis of the actual number of days in the related
Interest Accrual Period divided by 360 days.
 
  Interest on the outstanding principal balance of the Class A Certificates
will accrue for each Interest Accrual Period at the Class A Certificate Rate,
which shall equal the lesser of (i) LIBOR (calculated as described below)
determined as of the second LIBOR business day prior to such Interest Accrual
Period (or, in the case of the first Distribution Date, determined as of
  , 1998 for the period from       , 1998 up to but excluding      , 1998)
plus    % per annum or (ii) the Net Receivables Rate (described below).
Interest on the outstanding principal balance of the Class B Certificates will
accrue for each Interest Accrual Period at the Class B Certificate Rate, which
shall equal the lesser of (i) LIBOR determined as of the second LIBOR business
day prior to such Interest Accrual Period (or, in the case of the first
Distribution Date, determined as of      , 1998 for the period from        up
to but excluding      , 1998) plus    % per annum or (ii) the Net Receivables
Rate. The Class C Certificates and the Class D Certificates will not bear
interest.
 
  On the second London Banking Day prior to the Interest Reset date (as
defined herein) for such Interest Period (a "LIBOR Determination Date"), until
the Series Termination Date, the Trustee will determine the rate for deposits
in United States dollars for the applicable Index Maturity, commencing on such
Interest Reset Date, which appears on Telerate Page 3750 as of 11:00 a.m.,
London time, on such LIBOR Determination Date. If such rate does not appear on
Telerate Page 3750, the rate for such LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks (as defined herein) at
approximately 11:00 a.m., London time, on that day to prime banks in the
London interbank market
 
                                      53
for the applicable Index Maturity. The Trustee will request the principal
London office in each of the Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate for such LIBOR
Determination Date will be the arithmetic mean of the quotations (rounded
upward to the nearest 0.015625%). If fewer than two quotations are provided as
requested, the rate for such LIBOR Determination Date will be the arithmetic
mean (rounded upward to the nearest 0.015625%) of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on such date for loans in United States dollars to leading
European banks for the applicable Index Maturity; provided, however, that if
the Trustee is unable to determine a rate in accordance with one of the
procedures described above, LIBOR shall be LIBOR as determined on the most
recent LIBOR Determination Date. For purposes of calculating LIBOR, "London
Banking Day" means any business day on which dealings in deposits in United
States dollars are transacted in the London interbank market, "Telerate Page
3750" means the display page currently so designated on the Dow Jones Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices), and "Reference Banks" means
three major banks in the London interbank market selected by the Servicer.
 
  The "Net Receivables Rate" for a Distribution Date is (i) the weighted
average of the interest rates borne by the Receivables during the second
preceding Monthly Period (because interest payments on the Receivables at such
rates will be due and payable in the Monthly Period preceding such
Distribution Date), plus (ii) the product of (x) the Monthly Payment Rate for
the Monthly Period preceding such Distribution Date, (y) the Discount Factor,
if any, for such Distribution Date and (z) twelve, less 2% per annum, unless
the Servicing Fee has been waived for such Monthly Period. The "Monthly
Payment Rate" for a Monthly Period is the percentage equivalent of a fraction,
the numerator of which is the aggregate of the Receivables balance (without
deducting therefrom the discount portion, if any) collected during such
Monthly Period and the denominator of which is the average daily aggregate
Receivables balance (without deducting therefrom the discount portion, if any)
for such Monthly Period.
 
  The Class A Certificate Rate and the Class B Certificate Rate applicable to
the then current and immediately preceding Interest Accrual Period may be
obtained by telephoning the Trustee at its Corporate Trust Office at (612)
667-4959. If the Offered Certificates are listed on the Luxembourg Stock
Exchange, the Trustee will cause the Class A Certificate Rate and the Class B
Certificate Rate applicable to an Interest Accrual Period to be provided to
the Luxembourg Stock Exchange as soon as possible after its determination but
in no event later than the first day of such Interest Accrual Period. If the
Offered Certificates are listed on the Luxembourg Stock Exchange, the Trustee
will publish or cause to be published in the Luxemburger Wort, as soon as
possible after determination, the Certificate Rates for the Interest Accrual
Period commencing on such Distribution Date, as well as the length of such
Interest Accrual Period and the aggregate amount of interest payable on the
Class A Certificates and the Class B Certificates on the following
Distribution Date, and will provide notice thereof to the Luxembourg Stock
Exchange.
 
PRINCIPAL PAYMENTS
 
  During the Revolving Period (which begins on the Series 1998-2 Issuance Date
and ends on the day before the earlier of (i) the commencement of the
Controlled Accumulation Period or (ii) the commencement of the Early
Amortization Period), no principal payments will be made to the
Certificateholders. During the Controlled Accumulation Period, principal will
be deposited in the Principal Account on each business day and such amounts
will be distributed to the Class A Certificateholders on the Class A Scheduled
Payment Date, then to the Class B Certificateholders on the Class B Scheduled
Payment Date, then to the Class C Certificateholders until the Class C
Invested Amount is paid in full, and finally to the Class D Certificateholders
until the Class D Invested Amount is paid in full. The amount of principal
deposited in the Principal Account during each Monthly Period during the
Controlled Accumulation Period will not exceed the Controlled Deposit Amount.
See "--Pay Out Events" for a discussion of events which might lead to the
commencement of the Early Amortization Period prior to the first day of the
Controlled Accumulation Period. See "--Application of Collections" for a
discussion of the method by which Principal Collections are allocated during
the Controlled Accumulation Period.
 
 
                                      54
Principal Collections for any Monthly Period during the Controlled
Accumulation Period allocated to the Class A, Class B and Class C
Certificateholders' Interests will first be used to cover, with respect to
such Monthly Period, required deposits into the Principal Account for the
benefit of the Class A Certificateholders. On and after the Class B Principal
Payment Commencement Date, Principal Collections for any Monthly Period
allocated to the Class A, Class B and Class C Certificateholders' Interests
will first be used to cover required deposits into the Principal Account for
the benefit of the Class B Certificateholders. On and after the Class C
Principal Commencement Date, Principal Collections for any Monthly Period
allocated to the Class A, Class B and Class C Certificateholders' Interests
will first be used to cover required deposits into the Principal Account for
the benefit of the Class C Certificateholders. The Servicer will determine the
amount of Principal Collections for any business day allocated to the Class A,
Class B and Class C Certificateholders' Interests that remain after covering
required deposits or payments of principal to the Certificateholders and any
similar amount remaining with respect to certificates of any other Series
(other than amounts allocated to Transferor Retained Classes) (collectively,
"Shared Principal Collections"). The Servicer will allocate the Shared
Principal Collections to cover any scheduled or permitted principal
distributions to certificateholders and deposits to principal funding
accounts, if any, for any Series that have not been covered out of the
Principal Collections allocable to such Series and certain other amounts
("Principal Shortfalls"). Shared Principal Collections will not be used to
cover investor charge-offs for any Series. If Principal Shortfalls exceed
Shared Principal Collections on any business day, Shared Principal Collections
will be allocated pro rata among the applicable Series based on the relative
amounts of Principal Shortfalls. To the extent that Shared Principal
Collections exceed Principal Shortfalls, the balance will, subject to certain
limitations, be paid to the holder of the Exchangeable Transferor Certificate.
 
POSTPONEMENT OF CONTROLLED ACCUMULATION PERIOD
 
  The Controlled Accumulation Period is currently expected to commence at the
close of business on         ; however, the date on which the Controlled
Accumulation Period actually commences may be delayed if the Controlled
Accumulation Period Length (determined as described below) is less than the
number of months remaining between the Period Length Determination Date
(defined below) and the Class A Scheduled Payment Date. On            , the
Servicer will determine the "Accumulation Period Length." The "Accumulation
Period Length" will be one, two, three or four months and will be calculated
as the product, rounded upwards to the nearest integer, of (a) four and (b) a
fraction, the numerator of which is the Invested Amount as of        (after
giving effect to all changes therein on such date) and the denominator of
which is the sum of such Invested Amount and the invested amounts as of
   (after giving effect to all changes therein on such date) of all other
outstanding Series whose respective revolving periods are not scheduled to end
before the last day of the          Monthly Period. Depending on whether the
Accumulation Period Length is one month, two months, three months or four
months, the "Accumulation Period Commencement Date" will be the first day of
the          Monthly Period, the          Monthly Period, the          Monthly
Period or the          Monthly Period, respectively. Notwithstanding the
foregoing, the Accumulation Period Commencement Date will be           if,
prior to such date, any other outstanding Series has entered into an early
amortization period. The effect of the foregoing calculation is to reduce the
Controlled Accumulation Period Length based on the invested amounts of other
Series that are scheduled to be in their revolving periods and thus scheduled
to create Shared Principal Collections during the Controlled Accumulation
Period.
 
INTEREST COLLECTIONS; PRINCIPAL COLLECTIONS
 
  The Servicer will allocate the aggregate amount of Collections available in
the Collection Account (or shall instruct the Trustee to so allocate from
amounts on deposit in the Collection Account if all Collections are being
deposited therein as described below under "--Application of Collections;
Allocations") on each business day to Interest Collections and Principal
Collections. "Interest Collections" are calculated as the sum of (A) all
collections of interest and other fees on the Receivables, (B) all Imputed
Yield Collections (if a Discount Factor is then in effect), (C) investment
earnings on amounts on deposit in the Trust Accounts on such business day
 
                                      55
and (D) Recoveries on such business day. "Principal Collections" are such
Collections other than Interest Collections.
 
SUBORDINATION OF THE CLASS B CERTIFICATES
 
  The Class B Certificates will be subordinated to the extent necessary to
fund certain payments with respect to the Class A Certificates. To the extent
the Class B Invested Amount is reduced, the percentage of Interest Collections
allocated to the Class B Certificateholders will be reduced. Moreover, to the
extent the amount of such reduction in the Class B Invested Amount is not
reimbursed, the amount of principal distributable to the Class B
Certificateholders will be reduced.
 
  The Class C Certificates will be subordinated to the extent necessary to
fund certain payments with respect to the Class A Certificates and the Class B
Certificates. To the extent the Class C Invested Amount is reduced, the
percentage of Interest Collections allocated to the Class C Certificateholders
will be reduced. Moreover, to the extent the amount of such reduction in the
Class C Invested Amount is not reimbursed, the amount of principal
distributable to the Class C Certificateholders will be reduced.
 
  If, on any Determination Date, the aggregate Investor Default Amount, if
any, for each business day in the preceding Monthly Period exceeds the sum of
(a) the aggregate amount of Available Series Interest Collections applied to
the payment thereof as described in clauses (iv) and (v) of "--Application of
Collections--Payment of Fees, Interest, and Other Items," (b) the amount of
Excess Interest Collections allocated thereto as described in "--Reallocation
of Cash Flows," and (c) the amount of Reallocated Principal Collections
allocated with respect thereto as described in "--Reallocated Principal
Collections," the Class D Invested Amount will be reduced by the amount by
which such aggregate Investor Default Amount exceeds the amount applied with
respect thereto during the preceding Monthly Period. Such reductions of the
Class D Invested Amount will thereafter be reimbursed and the Class D Invested
Amount increased on each business day by the amount, if any, of Available
Series Interest Collections and Excess Interest Collections allocated and
available for that purpose. The Class D Invested Amount will initially be
$           and may be adjusted under the circumstances described under "--The
Overconcentration Amounts" below.
 
  In the event that any such reduction of the Class D Invested Amount would
cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero and the Class C Invested Amount will
be reduced by the amount by which the Class D Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such preceding Monthly Period. Such reductions of the Class C
Invested Amount will thereafter be reimbursed and the Class C Invested Amount
increased during such Monthly Period by the amount, if any, of such Available
Series Interest Collections and Excess Interest Collections for such business
day allocated and available for that purpose.
 
  In the event that any such reduction of the Class C Invested Amount would
cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero and the Class B Invested Amount will
be reduced by the amount by which the Class C Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period. Such reductions of the Class B Invested Amount
will thereafter be reimbursed and the Class B Invested Amount increased on
each business day by the amount, if any, of Available Series Interest
Collections and Excess Interest Collections for such business day allocated
and available for that purpose. If the Class B Invested Amount is reduced to
zero, the Class A Invested Amount will be reduced by the amount by which the
Class B Invested Amount would have been reduced below zero, but not more than
the remaining aggregate Investor Default Amount for such Monthly Period. Such
reductions of the Class A Invested Amount will thereafter be reimbursed and
the Class A Invested Amount increased on each business day by the amount, if
any, of Available Series Interest Collections and Excess Interest Collections
allocated and available for that purpose. See "--Reallocation of Cash Flows,"
"--Reallocated Principal Collections" and "--Investor Charge-Offs."
 
 
                                      56
TRANSFER AND ASSIGNMENT OF RECEIVABLES AND COLLATERAL SECURITY
 
  Pursuant to the Purchase Agreement, Green Tree has contributed and sold to
the Transferor all of its right, title and interest in and to the outstanding
Receivables and the related Collateral Security, all the Receivables and the
related Collateral Security arising in the Accounts from time to time
thereafter, and the proceeds of all of the foregoing. Pursuant to the Pooling
and Servicing Agreement, the Transferor has transferred and assigned to the
Trust all of its right, title and interest in and to the outstanding
Receivables and the related Collateral Security and all the Receivables and
the related Collateral Security arising in the Accounts from time to time
thereafter. On the Series 1998-2 Issuance Date, the Trustee will authenticate
the Certificates and deliver the Certificates to the Transferor which will in
turn deliver the Offered Certificates to the Underwriter against payment of
the net proceeds of the sale of the Offered Certificates.
 
  Green Tree, for itself and as Servicer, will identify in its computer files
that the Receivables have been assigned to the Trust. Green Tree, as Servicer,
will retain and will not deliver to the Trustee any other records or
agreements relating to the Receivables. The records and agreements relating to
the Receivables will not be segregated from those relating to other accounts
and receivables of Green Tree and the physical documentation relating to the
Receivables will not be stamped or marked to reflect the transfer of the
Receivables to the Trust. The Trustee will have reasonable access to such
records and agreements as required by applicable law or to enforce the rights
of the Certificateholders. Green Tree has filed one or more UCC-1 financing
statements in accordance with the UCC to perfect the Transferor's interest in
the Receivables and the proceeds thereof, as applicable. The Transferor has
filed one or more UCC-1 financing statements in accordance with applicable
state law to perfect the Trust's interest in the Receivables and the proceeds
thereof. The UCC-1 financing statements that perfect Green Tree's (or the
relevant subsidiary's) security interest in the Collateral Security will not
be amended to reflect such transfers. See "Risk Factors"--"Transfer of the
Receivables; Insolvency Risk Considerations" and "Certain Legal Aspects of the
Receivables."
 
EXCHANGES
 
  The Pooling and Servicing Agreement provides for the Trustee to issue two
types of certificates: (i) one or more Series of certificates, each of which
may have one or more classes, and (ii) the Exchangeable Transferor
Certificate. The Exchangeable Transferor Certificate will evidence the
Transferor Interest, will initially be held by the Transferor, and will be
transferable only as provided in the Pooling and Servicing Agreement. The
Pooling and Servicing Agreement also provides that, pursuant to any one or
more Supplements to the Pooling and Servicing Agreement, the holder of the
Exchangeable Transferor Certificate may tender such certificate, or the
Exchangeable Transferor Certificate and the certificates evidencing any Series
of certificates, to the Trustee in exchange for one or more new Series and a
reissued Exchangeable Transferor Certificate. Under the Pooling and Servicing
Agreement, the holder of the Exchangeable Transferor Certificate may define,
with respect to any newly issued Series, certain terms including: (i) its name
or designation; (ii) its initial invested amount (or method for calculating
such amount); (iii) its certificate rate (or the method of allocating interest
payments or other cash flows to such Series); (iv) the closing date; (v) the
rating agency or agencies, if any, rating the Series; (vi) the interest
payment date or dates and the date or dates from which interest shall accrue;
(vii) the name of the clearing agency, if any; (viii) the method for
allocating collections to certificateholders of such Series with respect to
Principal Collections, Interest Collections, and Defaulted Receivables and the
method by which the principal amount of such Series will amortize or accrue;
(ix) the names of any accounts to be used by such Series and the terms
governing the operation of any such accounts; (x) the percentage used to
calculate monthly servicing fees; (xi) the Minimum Transferor Interest; (xii)
the credit enhancement provider, if applicable, and the terms of any credit
enhancement with respect to such Series; (xiii) the base rate applicable to
such Series; (xiv) the terms on which the certificates of such Series may be
repurchased or remarketed to other investors; (xv) the termination date of
such Series; (xvi) any deposit into any account provided for such Series;
(xvii) the number of classes of such Series and, if more than one class, the
rights and priorities of each such class; (xviii) the fees, if any, to be
included in funds available to certificateholders in such Series; (xix) the
subordination, if any, of such new Series with respect to any other Series;
(xx) the rights, if any, of the holder of the Exchangeable Transferor
Certificate that have been transferred to the holders of such Series; (xxi)
the pool factor (consisting of
 
                                      57
a seven-digit decimal expressing the ratio of the invested amount to the
initial invested amount); (xxii) whether such Series will be part of a group
or subject to being paired with any other prefunded Series; (xxiii) whether
such Series will be prefunded; and (xxiv) any other relevant terms, including
whether or not such Series will be pledged as collateral for an issuance of
any other securities, including commercial paper (all such terms, the
"Principal Terms" of such Series). None of the Transferor, the Servicer, the
Trustee, or the Trust is required or intends to obtain the consent of any
Certificateholder to issue any additional Series or in connection with the
determination of the Principal Terms thereof. However, as a condition of an
Exchange, the holder of the Exchangeable Transferor Certificate will deliver
to the Trustee written confirmation that the Exchange will not result in any
Rating Agency reducing or withdrawing its rating of any outstanding Series,
including the Offered Certificates. The Transferor may offer any Series to the
public or other investors in transactions either registered under the
Securities Act or exempt from registration thereunder, directly, through one
or more underwriters or placement agents, in fixed-price offerings, in
negotiated transactions, or otherwise. Any such Series may be issued in fully
registered or book-entry form in minimum denominations determined by the
Transferor. The Certificates represent the Series initially issued by the
Trust. The Transferor currently intends to offer, from time to time,
additional Series.
 
  The Pooling and Servicing Agreement provides that the holder of the
Exchangeable Transferor Certificate may perform Exchanges and define the
Principal Terms of each Series, including the period during which amortization
of the principal amount thereof is intended to occur, which period may have a
different length and begin on a different date than such period for any other
Series. Accordingly, one or more Series may be in their amortization periods
while other Series are not. Moreover, any Series may have the benefit of a
credit enhancement that is available only to such Series. Under the Pooling
and Servicing Agreement, the Trustee will hold any such form of credit
enhancement only on behalf of the Series with respect to which it relates.
Likewise, with respect to each such form of credit enhancement, the holder of
the Exchangeable Transferor Certificate may deliver a different form of credit
enhancement agreement. The Pooling and Servicing Agreement also provides that
the holder of the Exchangeable Transferor Certificate may specify different
coupon rates and monthly servicing fees with respect to each Series (or a
particular class within such Series). Collections allocated to Interest
Receivables not used to pay interest on the certificates, the monthly
servicing fee, the investor default amount, or investor charge-offs with
respect to any Series will be allocated as provided in such credit enhancement
agreement, if applicable. The holder of the Exchangeable Transferor
Certificate also has the option under the Pooling and Servicing Agreement to
vary between Series the terms upon which a Series (or a particular class
within such Series) may be repurchased by the Transferor or remarketed to
other investors. Additionally, certain Series may be subordinated to other
Series, and classes within a Series may have different priorities. The Series
1998-1 Supplement does not permit the subordination of the Certificates to any
other Series that may be issued by the Trust (except to the limited extent
described herein with respect to Shared Principal Collections and Excess
Interest Collections). There is no limit to the number of Exchanges that may
be performed under the Pooling and Servicing Agreement. The Trust will
terminate only as provided in the Pooling and Servicing Agreement.
 
  An Exchange may occur only upon the satisfaction of certain conditions
provided in the Pooling and Servicing Agreement. The holder of the
Exchangeable Transferor Certificate may perform an Exchange by notifying the
Trustee at least five business days in advance of the date upon which the
Exchange is to occur. The notice will state the designation of any Series to
be issued on the date of the Exchange and, with respect to each such Series:
(i) its initial principal amount (or method for calculating such amount), (ii)
its certificate rate (or the method of allocating interest payments or other
cash flows to such Series), and (iii) the provider of the credit enhancement,
if any, which is expected to provide credit support with respect to it. The
Pooling and Servicing Agreement provides that on the date of the Exchange the
Trustee will authenticate any such Series only upon delivery to the Trustee of
the following: (i) a Supplement to the Pooling and Servicing Agreement
specifying the Principal Terms of such Series, (ii) an opinion of counsel to
the effect that the certificates of such Series will be characterized as
indebtedness or as partnership interests under existing law for federal and
applicable state income tax purposes and that the issuance of such Series will
not materially adversely affect the federal income tax characterization of any
outstanding Series, including Series 1998-2, or result in the trust being
subject to tax at the entity level for federal or applicable state tax
purposes, (iii) if required by such Supplement, the form of
 
                                      58
credit enhancement and an appropriate credit enhancement agreement with
respect thereto executed by the Transferor and the issuer of the credit
enhancement, (iv) written confirmation from each Rating Agency that the
Exchange will not result in such Rating Agency's reducing or withdrawing its
rating on any then-outstanding Series rated by it, including Series 1998-2,
(v) the existing Exchangeable Transferor Certificate and, if applicable, the
certificates representing the Series to be exchanged, and (vi) an officer's
certificate of the Transferor stating that, after giving effect to such
Exchange, (a) the Transferor Interest would be at least equal to the Minimum
Transferor Interest, and (b) taking into account the certificates of the newly
issued Series, more than 20% (by Invested Amount and by value) of the
outstanding certificates issued by the Trust with respect to which no opinion
of counsel was issued that the applicable class would be treated as debt for
federal income tax purposes (including the Exchangeable Transferor Certificate
and each Transferor Retained Class) shall, by their terms, be prohibited from
being transferred.
 
  Under the Pooling and Servicing Agreement, the Transferor may also exchange
the Exchangeable Transferor Certificate for a newly issued Exchangeable
Transferor Certificate and a second certificate (a "Supplemental Certificate")
the terms of which will be defined in a supplement upon the satisfaction of
certain conditions provided in the Pooling and Servicing Agreement.
 
REPRESENTATIONS AND WARRANTIES
 
  The Transferor has made and will make representations and warranties to the
Trust relating to the Accounts, the Receivables and the Collateral Security to
the effect, among other things, that (a) as of the Cut-off Date, the Closing
Date and the date of issuance of any other Series (a "Series Issuance Date")
(or, in the case of an Additional Account, as of the date of its designation
for inclusion in the Trust and the date the related Receivables are
transferred to the Trust (an "Addition Date")), each Account or Additional
Account was or is an Eligible Account or, if it was or is an Ineligible
Account on such date, such Account is being removed from the Trust in
accordance with the requirements of the Pooling and Servicing Agreement, (b)
as of the Cut-off Date (or as of the Additional Cut-off Date, in the case of
any Additional Accounts) or as of the date any Receivable is generated (a
"Transfer Date"), each Receivable is an Eligible Receivable, (c) each
Receivable and all Collateral Security conveyed to the Trust on the Closing
Date and on each Transfer Date or, in the case of Additional Accounts, on the
Addition Date, and all of the Transferor's right, title and interest in the
Purchase Agreement, have been conveyed to the Trust free and clear of any
liens, and (d) all appropriate consents and governmental authorizations
required to be obtained by the Transferor in connection with the conveyance of
each such Receivable have been duly obtained. If the Transferor breaches any
representation and warranty described in this paragraph, such breach remains
uncured for 30 days (or such longer period as may be agreed to by the Trustee)
after the earlier to occur of the discovery of such breach by the Transferor
or the Servicer or receipt of written notice of such breach by the Transferor
or the Servicer, and such breach has a materially adverse effect on the
Certificateholders' Interest or the interests of the holders of other
outstanding Series in any Receivable or Account, the Certificateholders'
Interest and such other certificateholders' interests in such Receivable or,
in the case of a breach relating to an Account, all Receivables in the related
Account ("Ineligible Receivables") will be reassigned to the Transferor on the
terms and conditions set forth below and such Account shall no longer be
included as an Account.
 
  Each Ineligible Receivable will be reassigned to the Transferor on or before
the end of the Monthly Period in which such reassignment obligation arises by
the Transferor directing the Servicer to deduct the balance of such Receivable
(discounted by the Discount Factor, if any, for the Monthly Period preceding
such Determination Date) from the Pool Balance. In the event that such
deduction would cause the Transferor Interest to be less than the Minimum
Transferor Interest on the preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be made on such
Distribution Date), on the date on which such reassignment is to occur the
Transferor will be obligated to make a deposit into the Collection Account in
immediately available funds in an amount equal to the amount by which the
Transferor Interest would be less than the Minimum Transferor Interest (the
amount of any such deposit being referred to herein as a "Transfer Deposit
Amount"), provided that if the Transfer Deposit Amount is not so deposited,
the principal balance of
 
                                      59
the related Receivables will be deducted from the Pool Balance only to the
extent the Transferor Interest is not reduced below the Minimum Transferor
Interest and any principal balance not so deducted will not be reassigned and
will remain part of the Trust. The reassignment of any such Receivable to the
Transferor and the payment of any related Transfer Deposit Amount will be the
sole remedy respecting any breach of the representations and warranties
described in the preceding paragraph with respect to such Receivable available
to Certificateholders or the Trustee on behalf of Certificateholders.
 
  The Transferor will make in the Pooling and Servicing Agreement
representations and warranties to the Trust to the effect, among other things,
that as of the closing date of each Series (a) the Transferor is duly
organized, validly existing, and in good standing under the laws of the State
of Delaware and has the corporate power and authority to execute, deliver and
perform its obligations under the Pooling and Servicing Agreement, the related
Series Supplement, and the Purchase Agreement, (b) the Transferor is duly
qualified to do business and in good standing (or is exempt from such
requirement) in any state required in order to conduct its business and has
obtained all necessary licenses and approvals required under federal,
Minnesota and Delaware law, (c) the execution and delivery of the Pooling and
Servicing Agreement, the related Series Supplement, and the Purchase
Agreement, and the consummation of the transactions provided for therein, have
been duly authorized by the Transferor by all necessary corporate action on
its part, (d) the Pooling and Servicing Agreement constitutes a legal, valid
and binding obligation of the Transferor and (e) the transfer of Receivables
and the Collateral Security by it to the Trust under the Pooling and Servicing
Agreement constitutes either a valid transfer and assignment to the Trust of
all right, title and interest of the Transferor in and to the Receivables and
the Collateral Security (other than Receivables in Additional Accounts),
whether then existing or thereafter created and the proceeds thereof
(including amounts in any of the accounts established for the benefit of
Certificateholders) or the grant of a first priority perfected security
interest in such Receivables (except for certain liens permitted pursuant to
the Pooling and Servicing Agreement) and the proceeds thereof (including
amounts in any of the accounts established for the benefit of
Certificateholders), which is effective as to each such Receivable upon the
creation thereof. In the event of a breach of any of the representations and
warranties described in this paragraph, either the Trustee or the Holders of
Certificates evidencing undivided interests in the Trust aggregating more than
50% of the aggregate investor interest of the related Series outstanding may
direct the Transferor to accept reassignment of an amount of Principal
Receivables equal to the invested amount to be reassigned (as described below)
within 60 days of such notice, or within such longer period specified in such
notice. The Transferor will thereupon be obligated to accept reassignment of
such Receivables on a Distribution Date occurring within such applicable
period. Such reassignment will not be required to be made, however, if at any
time during such applicable period, or such longer period, the representations
and warranties shall then be true and correct in all material respects. The
amount to be deposited by the Transferor for distribution to
certificateholders in connection with such reassignment will be equal to the
invested amount for all Series of certificates required to be reassigned on
the last day of the Monthly Period preceding the Distribution Date on which
the reassignment is scheduled to be made, less the amount, if any, previously
allocated for payment of principal to such certificateholders on such
Distribution Date, plus an amount equal to all interest accrued but unpaid on
such certificates at the applicable certificate rate through the last day of
the related Interest Accrual Period, less the amount transferred to the
Distribution Account from the Interest Funding Account in respect of interest
on such certificates for the month ending on such last day of the Monthly
Period. The payment of the reassignment deposit amount and the transfer of all
other amounts deposited for the preceding month in the Distribution Account
will be considered a payment in full of the investor interest for all Series
of certificates required to be repurchased and will be distributed upon
presentation and surrender of the certificates for each such Series. If the
Trustee or certificateholders give a notice as provided above, the obligation
of the Transferor to make any such deposit will constitute the sole remedy
available to the Trustee and the certificateholders with respect to any breach
of the Transferor's representations and warranties.
 
  An "Eligible Account" is defined to mean, as of the relevant Cut-off Date
(or, with respect to Additional Accounts, as of their date of designation for
inclusion in the Trust), an arrangement to provide a revolving extension of
credit by Green Tree or one of its subsidiaries to a Dealer (i) in order to
finance the purchase by a Dealer of consumer and commercial product inventory
or (ii) as a line of credit secured by unencumbered assets
 
                                      60
of such Dealer, which extension of credit, as of the date of determination
thereof, (a) is in existence and maintained with Green Tree or such
subsidiary, (b) is payable in United States dollars, (c) is with a Dealer
whose most recent billing address is in the United States or its territories
or possessions, (d) has been originated by Green Tree or such subsidiary in
the ordinary course of business or acquired by Green Tree through the
acquisition of an Eligible Account from another lender upon satisfying Green
Tree's customary underwriting standards, (e) in respect of which no amounts
have been charged off by Green Tree or such subsidiary as uncollectible in its
customary and usual manner as of the Cut-off Date (or, with respect to
Additional Accounts, as of their date of designation for inclusion in the
Trust), and (f) is with a Dealer that is not involved in insolvency
proceedings. The definition of Eligible Account may be changed by amendment to
the Pooling and Servicing Agreement without the consent of the
Certificateholders if (i) the Transferor delivers to the Trustee a certificate
of an authorized officer to the effect that, in the reasonable belief of the
Transferor, such amendment will not as of the date of such amendment adversely
affect in any material respect the interest of the Certificateholders, and
(ii) such amendment will not result in a withdrawal or reduction of the rating
of any outstanding Series under the Trust.
 
  An "Eligible Receivable" is defined to mean each Receivable (a) that was
originated or acquired by Green Tree or one of its subsidiaries in the
ordinary course of business or acquired by Green Tree through the acquisition
of an Eligible Account from another lender upon satisfying Green Tree's
customary underwriting standards, (b) that has arisen under an Eligible
Account, (c) that was created in compliance with all requirements of law
applicable thereto and pursuant to a floorplan or asset-based financing
agreement that complies with all requirements of law applicable thereto, (d)
with respect to which all consents, licenses or authorizations of, or
registrations with, any governmental authority required to be obtained or
given by Green Tree or such subsidiary or the Transferor in connection with
the creation of such Receivable or the transfer thereof to the Trust or the
execution, delivery, creation and performance by Green Tree or such subsidiary
of the related floorplan or asset-based financing agreement have been duly
obtained or given and are in full force and effect as of the date of the
creation of such Receivable, (e) as to which, at the time of its creation, the
Transferor had good and marketable title free and clear of all liens and
security interests (other than certain liens permitted pursuant to the Pooling
and Servicing Agreement), and at all times following the transfer of such
Receivables to the Trust, the Trust will have good and marketable title free
and clear of all liens and security interests (other than certain liens
permitted pursuant to the Pooling and Servicing Agreement) or the grant of a
first priority security interest therein, (f) that is the legal, valid,
binding and assignable payment obligation of the related Dealer, legally
enforceable against such Dealer, in accordance with its terms (with certain
bankruptcy related exceptions), (g) that constitutes "chattel paper," an
"account" or a "general intangible" under Article 9 of the Uniform Commercial
Code as then in effect in the State of Minnesota, (h) if such Receivable has
the benefit of a Floorplan Agreement with a Manufacturer, such Floorplan
Agreement provides, subject to the specific terms thereof and any limitations
therein (which may vary among Floorplan Agreements), that the Manufacturer is
obligated to repurchase the products securing the Receivables upon the
Servicer's repossession thereof upon the related Dealer's default, (i) which
has been the subject of a valid transfer and assignment from the Transferor to
the Trust of all the Transferor's interest therein and in the related
Collateral Security (including any proceeds thereof), (j) which at the time of
transfer to the Trust is not subject to any right of rescission, setoff, or
any other defense (including defenses arising out of violations of usury laws)
of the Dealer, (k) as to which, at the time of transfer of such Receivable to
the Trust, Green Tree (or such subsidiary) and the Transferor have satisfied
all their respective obligations with respect to such Receivable required to
be satisfied at such time, (l) as to which, at the time of transfer of such
Receivable to the Trust, neither Green Tree or such subsidiary nor the
Transferor has taken or failed to take any action which would impair the
rights of the Trust or the certificateholders therein and (m) which represents
the obligation of a Dealer to repay an advance made to or on behalf of such
Dealer to finance products or the accounts receivable arising from the sale of
such products. In addition, participation interests described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participations in Floorplan Receivables" and Receivables described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participation Arrangements" will be Receivables.
 
 
                                      61
It will not be required or anticipated that the Trustee will make any
initial or periodic general examination of the Receivables or any records
relating to the Receivables for the purpose of establishing the presence or
absence of defects, compliance with the Transferor's representations and
warranties or for any other purpose. The Servicer, however, will deliver to
the Trustee on or before March 31 of each year, an opinion of counsel with
respect to the validity of the security interest of the Trust in and to the
Receivables and certain other components of the Trust Portfolio.
 
ADDITION OF ACCOUNTS
 
  Subject to the conditions described below, the Transferor will have the
right to designate, from time to time, Additional Accounts to be included as
Accounts with respect to the Trust. In addition, the Transferor will be
required to designate Additional Accounts if (i) the Transferor Interest on
the last day of any Monthly Period is less than the Minimum Transferor
Interest or (ii) the Pool Balance is less than the Minimum Aggregate Principal
Receivables (less any amounts in the Excess Funding Account). The Transferor
will convey to the Trust its interest in all Receivables in such Additional
Accounts, whether such Receivables are then existing or thereafter created.
 
  Each Additional Account must be an Eligible Account at the time of its
designation. However, Additional Accounts may not be of the same credit
quality as the initial Accounts, and may have been originated by Green Tree
using credit criteria different from those which were applied by Green Tree to
the initial Accounts.
 
  A conveyance by the Transferor to the Trust of Receivables in Additional
Accounts is subject to the following conditions, among others: (i) each such
Additional Account must be an Eligible Account; (ii) the Transferor shall
represent and warrant that the addition of such Additional Accounts shall not,
in the reasonable belief of the Transferor, cause a Pay Out Event to occur;
(iii) the Transferor shall not select such Additional Accounts in a manner
that it believes is adverse to the interests of the certificateholders or any
Enhancement Provider; (iv) the Transferor shall deliver a Tax Opinion, other
than in the case of a required addition, and certain other opinions of counsel
with respect to the addition of such Additional Accounts to the Trustee, each
Rating Agency and any credit enhancement provider and (v) if the Automatic
Addition Condition (as described below) is not satisfied, the applicable
Rating Agencies shall have provided written confirmation that such addition
will not result in a reduction or withdrawal of the rating of the Certificates
or any other rated outstanding Series or class of certificates. If the
Automatic Addition Condition is satisfied and the Account being added will
contain Receivables secured by a security interest in a type of product not
previously financed by Green Tree, then such addition is subject to each
Rating Agency confirming that the addition of such Account would not result in
the reduction or the withdrawal of the rating of the Certificates.
 
  The "Automatic Addition Condition" means, with respect to the addition of
Accounts that (i) during the calendar quarter in which such addition occurs,
the number of new Accounts for Dealers that are financing products of the type
already being financed by Green Tree does not exceed 5% of the number of all
Accounts at the end of the preceding calendar quarter, (ii) during the twelve
months ending at the beginning of such calendar quarter, the number of such
new Accounts does not exceed 20% of the number of all Accounts at the
beginning of such twelve month period, (iii) the average for the three months
preceding the month of such addition of the aggregate balance of Receivables
that have been delinquent for more than 30 days does not exceed 1.25% of the
Pool Balance at the end of the month preceding the month of such addition, and
(iv) the annualized average for such three month period of the net losses
incurred in respect of the Receivables does not exceed 1.75% of the Pool
Balance at the end of the month preceding the month of such addition.
 
  In addition to the periodic reports otherwise required to be filed by the
Servicer with the Commission pursuant to the Exchange Act, the Servicer
intends to file, on behalf of the Trust, a Report on Form 8-K with respect to
any addition to the Trust of Receivables in Additional Accounts that would
have a material effect on the composition of the assets of the Trust.
 
 
                                      62
REMOVAL OF ACCOUNTS
 
  The Transferor shall have the right at any time to require the removal from
the Trust of Eligible Accounts, including all amounts then held by the Trust
or thereafter received by the Trust in respect of the Eligible Accounts to be
removed. To remove any Eligible Account and such amounts, the Transferor (or
the Servicer on its behalf) shall, among other things, (a) on or before the
fifth business day prior to the Determination Date on which such removal will
occur (the "Removal Date"), furnish to the Trustee, any credit enhancement
provider and each Rating Agency a written notice (the "Removal Notice")
specifying the Removal Date; (b) on or before the fifth business day after the
Removal Date, the Transferor shall have furnished to the Trustee a computer
file, microfiche list or other list of the Accounts (the "Removed Accounts")
that were removed on the Removal Date, specifying for each Removed Account as
of the date of the Removal Notice its number, the aggregate amount outstanding
in such Removed Account and the aggregate amount of Principal Receivables
therein; (c) represent and warrant that the removal of any such Eligible
Account on the Removal Date will not, in the reasonable belief of the
Transferor, cause a Pay Out Event to occur or cause the Transferor Interest to
be less than the Minimum Transferor Interest amount as of such date; (d)
represent and warrant that no selection procedures believed by the Transferor
to be adverse to the interest of the certificateholders were utilized in
selecting the Removed Accounts; (e) obtain a statement from each Rating Agency
that such removal will not result in a reduction or withdrawal of the rating
of the Class A or Class B Certificates or any other outstanding Series or
class of certificates; and (f) on or before the related Removal Date, deliver
to the Trustee and any credit enhancement provider an Officer's certificate
confirming the items set forth in clauses (c), (d) and (e) above and a Tax
Opinion with respect to such removal.
 
  All Receivables existing in the Removed Accounts will be reassigned to the
Transferor as of the Removal Date. On any date on which an Account becomes an
Ineligible Account (which date will be deemed the Removal Date for such
Account), the Transferor will commence the removal of such Account from the
Trust. However, all Receivables existing in any such Account (other than an
Account that was an Ineligible Account at the time it was originally
designated as an Account) as of the Removal Date will continue to be a Trust
asset.
 
  Accounts that are terminated by their Dealers after they have paid the
related Receivables in full will be deemed to be removed from the Trust
without having to follow the procedures described above.
 
TRUST ACCOUNTS
 
  The Trustee will establish and maintain with a Qualified Institution in the
name of the Trust, for the benefit of the Certificateholders, two separate
accounts, each in a segregated trust account (which need not be a deposit
account), consisting of an "Interest Funding Account" and a "Principal
Account." The Trustee will also establish a "Distribution Account" for the
benefit of the certificateholders of each Series which will be a non-interest
bearing segregated demand deposit account established with a Qualified
Institution. The Servicer will establish and maintain, in the name of the
Trust, for the benefit of certificateholders of all Series, a "Collection
Account," which will be a segregated account established by and maintained by
the Servicer with a Qualified Institution. A "Qualified Institution" is a
depository institution or trust company, which may include the Trustee,
organized under the laws of the United States or any one of the states
thereof, which at all times has a certificate of deposit rating of P-1 by
Moody's, of A-1+ by Standard & Poor's and of F-1+ by Fitch if rated by Fitch
or long-term unsecured debt obligation (other than such obligation the rating
of which is based on collateral or on the credit of a person other than such
institution or trust company) rating of Aaa by Moody's, of AAA by Standard &
Poor's and of AAA by Fitch if rated by Fitch and deposit insurance provided by
the FDIC, or a depository institution, which may include the Trustee, which is
acceptable to the Rating Agencies; provided, however, that no such rating
shall be required of an institution which shall have corporate trust powers
and which maintains the Collection Account, any principal account, any
interest funding account or any other account maintained for the benefit of
Certificateholders as a fully segregated trust account with the trust
department of such institution which is rated at least Baa3 by Moody's. Funds
in the Principal Account and the Interest Funding Account will be invested, at
the direction of the Transferor, in (i) obligations fully guaranteed by the
United States of America, (ii) time deposits, promissory notes, or
certificates of deposit of depository institutions
 
                                      63
or trust companies, the certificates of deposit of which are rated P-1 by
Moody's, A-1+ by Standard & Poor's and F-1+ by Fitch if rated by Fitch, (iii)
commercial paper having, at the time of the Trust' investment, a rating of P-1
by Moody's, of A-1+ by Standard & Poor's and F-1+ by Fitch if rated by Fitch,
(iv) bankers' acceptances issued by any depository institution or trust
company described in clause (ii) above, (v) money market funds which have the
highest rating from, or have otherwise been approved in writing by, Moody's,
Standard & Poor's and Fitch, (vi) certain open end diversified investment
companies, (vii) Eurodollar time deposits that have been rated P-1 by Moody's,
A-1+ by Standard & Poor's and F-1+ by Fitch if rated by Fitch, and (viii) any
other investment that each Rating Agency confirms in writing will not
adversely affect its then current rating of any outstanding Certificates (such
investments, "Cash Equivalents"). Any earnings (net of losses and investment
expenses) on funds in the Interest Funding Account and the Principal Account
will be deposited in the Collection Account as part of Available Series
Interest Collections. The Servicer has the revocable power to withdraw funds
from the Collection Account, and to instruct the Trustee to make withdrawals
and payments from the Interest Funding Account and the Principal Account, for
the purpose of carrying out the Servicer' duties under the Pooling and
Servicing Agreement. The agent making payments to the Certificateholders (the
"Paying Agent") has the revocable power to withdraw funds from the
Distribution Account for the purpose of making distributions to
Certificateholders. The Paying Agent initially will be the Trustee.
 
EXCESS FUNDING ACCOUNT
 
  The Trustee will establish and maintain in the name of the Trust, for the
benefit of the certificateholders of all Series, an "Excess Funding Account"
which will be a segregated account established by and maintained by the
Servicer with a Qualified Institution. At any time during which the Transferor
Interest does not exceed the Minimum Transferor Interest, funds (to the extent
available therefor as described herein) otherwise payable to the Transferor
will be deposited in the Excess Funding Account on any business day until the
Transferor Interest is at least equal to the Minimum Transferor Interest.
Funds on deposit in the Excess Funding Account will be withdrawn and paid to
the Transferor to the extent that on any day the Transferor Interest exceeds
the Minimum Transferor Interest as a result of the addition of new Receivables
to the Trust. Such deposits in and withdrawals from the Excess Funding Account
may be made on a daily basis. No funds will be deposited in the Excess Funding
Account, however, if any Series is in an amortization or accumulation period
(including any early amortization period), unless the principal account for
such Series has been fully funded for such Monthly Period.
 
  Any funds on deposit in the Excess Funding Account at the beginning of the
Controlled Accumulation Period will be deposited in the Principal Account as
part of Class A Principal, Class B Principal, or Class C Principal, as
applicable, for any Distribution Date. In the event that more than one Series
begins its amortization or accumulation period at the same time, amounts on
deposit in the Excess Funding Account (other than any amounts in the Class D
Subaccount) will be paid out to each such Series pro rata based on the
aggregate invested amount of each such Series. A Pay Out Event will occur if
the sum of all Cash Equivalents and other amounts on deposit in the Excess
Funding Account as a percentage of the sum of the aggregate amount of
Principal Receivables (without deducting therefrom any discount portion) plus
the amount on deposit in the Excess Funding Account shall equal or exceed 50%
on the last day of six consecutive Monthly Periods.
 
  Funds on deposit in the Excess Funding Account will be invested by the
Trustee at the direction of the Transferor in Cash Equivalents. On each
Distribution Date, all net investment income earned on amounts in the Excess
Funding Account since the preceding Distribution Date will be withdrawn from
the Excess Funding Account and treated as Interest Collections. Amounts, if
any, in the Excess Funding Account may be expected to earn interest at a rate
that is less than the Base Rate. The difference between the amount of interest
actually earned on investments in the Excess Funding Account on any day and
the amount of interest that would have been earned on such investments at the
Base Rate is the "Negative Carry Amount" for such day. See "--Coverage of
Certain Interest Shortfalls" below.
 
 
                                      64
PRE-FUNDING ACCOUNT
 
  The Servicer will establish and maintain in the name of the Trustee, on
behalf of the Trust, the Pre-Funding Account. The Pre-Funding Account will be
established and maintained with the trust department of the Trustee. Funds on
deposit in the Pre-Funding Account will be withdrawn and paid to the
Transferor to the extent of any increases in the Invested Amount during the
Funding Period as a result of (a) an increase in the amount of Receivables in
the Trust, or (b) payments of principal on the Series 1995-1 Certificates, in
accordance with the Series 1998-2 Supplement. Following the occurrence of a
Pay Out Event during the Funding Period, the amounts remaining on deposit in
the Pre-Funding Account will be payable as principal first to the Class A
Certificateholders until the Class A Invested Amount is paid in full, then to
the Class B Certificateholders until the Class B Invested Amount is paid in
full, then to the Class C Certificateholders until the Class C Invested Amount
is paid in full, and then to the Class D Certificateholders until the Class D
Invested Amount is paid in full. Should the Pre-Funded Amount be greater than
zero at the end of the     1998 Monthly Period, such amount will be deposited
in the Excess Funding Account. The percentage of the assets of the Trust
represented by amounts on deposit in the Pre-Funding Account and the
percentage of the assets of the Trust represented by amounts on deposit in the
Pre-Funding Account allocated to Series 1998-2 will not exceed 25%. The
underwriting standards for receivables transferred to the Trust during the
period in which the Pre-Funding Account is funded will be the same as those
described in "Green Tree Financial Corporation and its Commercial Finance
Division."
 
  All amounts on deposit in the Pre-Funding Account will be invested by the
Trustee at the direction of the Servicer in Cash Equivalents that would not
require registration of the Trust as an investment company under the
Investment Company Act. On each Distribution Date with respect to the Funding
Period, all investment income earned on amounts in the Pre-Funding Account
since the preceding Distribution Date will be withdrawn from the Pre-Funding
Account and deposited into the Collection Account for application as Available
Series Interest Collections for distribution to the Certificateholders.
 
ALLOCATION PERCENTAGES
 
  Pursuant to the Pooling and Servicing Agreement, during each Monthly Period,
the Servicer will allocate among the Class A Certificateholders' Interest, the
Class B Certificateholders' Interest, the Class C Certificateholders'
Interest, the Class D Certificateholders' Interest, the Transferor Interest,
and the holders of any other Series issued and outstanding from time to time
pursuant to the Pooling and Servicing Agreement and applicable Supplements all
Interest Collections and all Principal Collections and the amount of all
Defaulted Receivables. Interest Collections and the amount of Defaulted
Receivables will be allocated at all times, and Principal Collections will be
allocated during the Revolving Period, to the Class A Certificateholders'
Interest, the Class B Certificateholders' Interest, the Class C
Certificateholders' Interest and the Class D Certificateholders' Interest,
based on the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount, or the Class D Invested Amount, respectively, at the end of the
preceding business day and the denominator of which is the greater of (a) the
Pool Balance (plus amounts, if any, on deposit in the Excess Funding Account)
as of the end of the preceding business day and (b) the sum of the numerator
for all classes of all Series then outstanding used to calculate the
applicable allocation percentage (the "Class A Floating Allocation
Percentage," the "Class B Floating Allocation Percentage," the "Class C
Floating Allocation Percentage," and the "Class D Floating Allocation
Percentage," respectively; the sum of all such percentages, the "Floating
Allocation Percentage"). During the Revolving Period, all Principal
Collections allocable to the Certificates will be allocated and paid to the
Transferor (except for collections applied as Reallocated Principal
Collections and Shared Principal Collections paid to the holders of
certificates of other Series, if any, and except for any funds deposited in
the Excess Funding Account). On any business day on or after the Controlled
Accumulation Period Commencement Date or during the Early Amortization Period,
Principal Collections will be allocated to the Certificateholders' Interest
based on the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount or the Class D Invested Amount, respectively, at the end of the last
day of the Revolving Period and the denominator of which is the greater of (a)
the Pool Balance
 
                                      65
(plus amounts, if any, on deposit in the Excess Funding Account) at the end of
the preceding business day and (b) the sum of the numerators used to calculate
the allocation percentages with respect to Principal Collections for all
Series (the "Class A Fixed/Floating Allocation Percentage," the "Class B
Fixed/Floating Allocation Percentage," the "Class C Fixed/Floating Allocation
Percentage," and the "Class D Fixed/Floating Allocation Percentage,"
respectively; the sum of all such percentages the "Fixed/Floating Allocation
Percentage"). On any business day when Principal Collections are being
allocated for payment to the Class A, Class B or Class C Certificates,
Principal Collections will be allocated to the Class A, Class B or Class C
Certificateholders' Interest based on the percentage equivalent of a fraction,
the numerator of which is the sum of the Class A Invested Amount, the Class B
Invested Amount and the Class C Invested Amount at the end of the last day of
the Revolving Period and the denominator of which is the greater of (a) the
sum of the Pool Balance and the amount on deposit in the Excess Funding
Account at the end of the preceding business day and (b) the sum of the
numerators used to calculate the allocation percentages with respect to
Principal Collections for all Series (the "ABC Fixed/Floating Allocation
Percentage"). If, however, on any business day on which such Fixed/Floating
Allocation Percentages are being calculated, the Pre-Allocated Invested Amount
is greater than zero, then each such Fixed/Floating Allocation Percentage will
be zero. As a result, if a Pay Out Event occurs with respect to the Series
1998-2 Certificates prior to the payment in full of the Series 1995-1
Certificates, Series 1998-2 Certificateholders will receive no allocations of
principal (other than funds then on deposit in the Pre-Funding Account) until
the Series 1995-1 Certificates are paid in full or funds in respect thereof
have been deposited in the Principal Account, which is expected to occur in
October 1998. See "Risk Factors--Companion Series with Series 1995-1
Certificates; Delay in Allocations of Principal."
 
  "Pool Balance" means, as of the time of determination thereof, the product
of (i) the total amount of Principal Receivables at such time multiplied by
(ii) one minus the Discount Factor, if any.
 
  "Class A Invested Amount" means an amount equal to (a) the initial principal
balance of the Class A Certificates less the Class A Percentage of the initial
deposit to the Pre-Funding Account plus the Class A Percentage of any
withdrawals from the Pre-Funding Account in connection with (i) during the
Funding Period, the addition of Receivables to the Trust or (ii) at the end of
the Funding Period for deposit into the Excess Funding Account, minus (b) the
aggregate amount of principal payments (except principal payments made from
the Pre-Funding Account) made to Class A Certificateholders prior to such
date, minus (c) the aggregate amount of Class A Investor Charge-Offs for all
prior Determination Dates, equal to the amount by which the Class A Invested
Amount has been reduced to fund the Investor Default Amount on all prior
Distribution Dates as described under "--Investor Charge-Offs," and plus (d)
the aggregate amount of Available Series Interest Collections, Excess Interest
Collections and Reallocated Principal Collections applied on all prior
Distribution Dates for the purpose of reimbursing amounts deducted pursuant to
the foregoing clause (c).
 
  "Class B Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class B Certificates less the Class B
Percentage of the initial deposit to the Pre-Funding Account plus the Class B
Percentage of any withdrawals from the Pre-Funding Account in connection with
(i) during the Funding Period, the addition of Receivables to the Trust or
(ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Determination Dates, equal to the amount
by which the Class B Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates as described under "--Investor
Charge-Offs," minus (d) the aggregate amount of Reallocated Class B Principal
Collections for which neither the Class D Invested Amount nor the Class C
Invested Amount has been reduced for all prior Distribution Dates, and plus
(e) the aggregate amount of Available Series Interest Collections, Excess
Interest Collections and Reallocated Class C Principal Collections and
Reallocated Class D Principal Collections applied on all prior Distribution
Dates for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c) and (d).
 
  "Class C Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class C Certificates less the Class C
Percentage of the initial deposit to the Pre-Funding Account plus the Class
 
                                      66
C Percentage of any withdrawals from the Pre-Funding Account in connection
with (i) during the Funding Period, the addition of Receivables to the Trust
or (ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class C
Certificateholders prior to such date, minus (c) the aggregate amount of Class
C Investor Charge-Offs for all prior Determination Dates, equal to the amount
by which the Class C Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates as described under "--Investor
Charge-Offs," minus (d) the aggregate amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections for which the Class
D Invested Amount has not been reduced for all prior Distribution Dates, and
plus (e) the aggregate amount of Available Series Interest Collections, Excess
Interest Collections, Reallocated Class D Principal Collections and certain
other amounts as may be available applied on all prior Distribution Dates for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c) and (d).
 
  "Class D Invested Amount" means an amount equal to (a) the initial principal
balance of the Class D Certificates, plus (b) the Class D Incremental Invested
Amount (described below under "--The Overconcentration Amounts") for the
related Monthly Period, plus (c) any Additional Class D Invested Amount, minus
(d) the aggregate amount of principal payments made to Class D
Certificateholders prior to such date, minus (e) the aggregate amount of Class
D Investor Charge-Offs for all prior Determination Dates, equal to the amount
by which the Class D Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates as described under "--Investor
Charge-Offs," minus (f) the aggregate amount of Reallocated Class D Principal
Collections for all prior Distribution Dates, plus (g) the aggregate amount of
Available Series Interest Collections and Excess Interest Collections applied
on all prior Distribution Dates for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (e) and (f).
 
  "Invested Amount" means the sum of the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount and the Class D Invested Amount.
 
  "Pre-Allocated Invested Amount" means (a) on any date prior to the Payment
Date on which the Series 1995-1 Certificates are paid in full, an amount equal
to the difference between $460,000,000 and the remaining Invested Amount of
the Series 1995-1 Certificates on such date, less amounts deposited in the
Principal Account with respect to the Series 1995-1 Certificates, and (b)
thereafter, zero.
 
  "Transferor's Percentage" means (a) when used with respect to Principal
Collections during the Revolving Period and Interest Collections and the
amount of Defaulted Receivables at all times, 100% minus the sum of the
Floating Allocation Percentage and the floating allocation percentages for all
other Series and (b) when used with respect to Principal Collections during
the Controlled Accumulation Period or Early Amortization Period, 100% minus
the sum of the Fixed/Floating Allocation Percentage and the allocation
percentages used with respect to Principal Collections for all other Series.
 
  As a result of the Floating Allocation Percentage, Interest Collections and
the portion of Defaulted Receivables allocated to the Certificateholders will
change each business day based on the relationship of the Class A Invested
Amount, the Class B Invested Amount, the Class C Invested Amount, and Class D
Invested Amount to the Pool Balance and amounts on deposit in the Excess
Funding Account on the preceding business day.
 
THE OVERCONCENTRATION AMOUNTS
 
  The Class D Invested Amount will be adjusted to reflect, on each
Distribution Date, the aggregate principal amount of Receivables in the Trust
on such Distribution Date which are Asset-Based Receivable Overconcentrations,
Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line
Overconcentrations (the "Overconcentration Amount") allocable to the
Certificateholders' Interest. The Overconcentration Amount is intended to
provide additional protection to Class A, Class B and Class C
Certificateholders against the risk of a decrease in credit diversification of
the Receivables caused by such
 
                                      67
Overconcentrations. There can be no assurance, however, that the adjustment to
the Class D Invested Amount (as described below) will provide sufficient
protection against losses on the Receivables. Moreover, if Green Tree is
unable to continue to generate new Receivables that satisfy these
diversification requirements, the resulting increase in the Class D Invested
Amount (as described below) due to the Overconcentration Amount, resulting in
a corresponding decrease in the Transferor Interest, could cause a Pay Out
Event to occur.
 
    "Asset-Based Receivable Overconcentration" on any Distribution Date means
  the excess of (a) the aggregate of all amounts of Principal Receivables in
  Accounts for Asset-Based Receivables on the last day of the Monthly Period
  immediately preceding such Distribution Date over (b) 20% of the Principal
  Receivables on the last day of such immediately preceding Monthly Period.
 
    "Dealer Overconcentration" on any Distribution Date means, with respect
  to any Account with a Dealer, the excess of (a) the aggregate amount of
  Principal Receivables in such Account on the last day of the Monthly Period
  immediately preceding such Distribution Date over (b) 2% of the Principal
  Receivables on the last day of such immediately preceding Monthly Period.
  Certain designated Dealers may be subject to a higher percentage limit with
  Rating Agency approval, but in no case higher than 3%.
 
    "Manufacturer Overconcentration" on any Distribution Date means the
  excess of (a) the aggregate of all amounts of Principal Receivables in
  Accounts created pursuant to Floorplan Agreements with a single
  Manufacturer on the last day of the Monthly Period immediately preceding
  such Distribution Date over (b) 15% of the Principal Receivables on the
  last day of such immediately preceding Monthly Period.
 
    "Product Line Overconcentration" on any Distribution Date means the
  excess of (a) the aggregate of all amounts of Principal Receivables in the
  Accounts that represent financing for a single product line (other than
  Asset-Based Receivables and Receivables that represent financing for
  manufactured housing) on the last day of the Monthly Period immediately
  preceding such Distribution Date over (b) 5% for marine products, 25% for
  recreational vehicles, and 5% for any other products in total, of the
  Principal Receivables on the last day of such immediately preceding Monthly
  Period. If Receivables are transferred to the Trust in the future and such
  Receivables are secured by products in a product line that is new to the
  Trust, the Rating Agencies may create a separate category of product line
  overconcentration with its own overconcentration limits, and such new
  product line overconcentration will become part of the Overconcentration.
 
  The Class D Invested Amount will be adjusted to reflect changes in the Class
D Incremental Invested Amount, as described under "Allocation Percentages"
above. The "Class D Incremental Invested Amount" for any Monthly Period will
equal the product of (a) a fraction, the numerator of which is the Invested
Amount (exclusive of the Class D Incremental Invested Amount) on the last day
of the immediately preceding Monthly Period, and the denominator of which is
the Pool Balance on such last day, times (b) the Overconcentration Amount for
the Distribution Date in such Monthly Period.
 
  Notwithstanding the above, in the case of each such Overconcentration, the
percentage in clause (b) for such Overconcentration may be increased or
decreased by the Transferor, without the consent of any Certificateholder, to
a level acceptable to each Rating Agency without any reduction or withdrawal
of its rating of the Class A or Class B Certificates. Any such increase in
such a percentage may involve an adjustment, upward or downward, of the Class
D Invested Amount (if upward, an "Additional Class D Invested Amount").
 
REALLOCATION OF CASH FLOWS
 
  On the first business day following the end of each Monthly Period, the
Servicer will determine the Required Amount, if any. Commencing on such first
business day, the Servicer will apply all or a portion of the Excess Interest
Collections of other Series with respect to such business day allocable to the
Series 1998-2 Certificates in an amount equal to the remaining Required
Amount. Excess Interest Collections from other Series allocable to the Series
1998-2 Certificates for any business day will be equal to the product of (x)
Excess Interest Collections available from all other Series for such business
day and (y) a fraction, the numerator of which is the Required Amount for such
business day and the denominator of which is the aggregate amount of
shortfalls in
 
                                      68
required amounts or other amounts to be paid from available Interest
Collections for all Series for such business day.
 
REALLOCATED PRINCIPAL COLLECTIONS
 
  On the first business day following the end of each Monthly Period, the
Servicer will apply or cause the Trustee to apply an amount, not to exceed the
Class D Invested Amount, equal to the product of (a)(i) during the Revolving
Period, the Class D Floating Allocation Percentage or (ii) during the
Controlled Accumulation Period or Early Amortization Period, the Class D
Fixed/Floating Allocation Percentage and (b) the amount of Principal
Collections with respect to such business day to the following amounts in the
following priority (such collections applied in accordance with clause (a)
below are called "Reallocated Class D Principal Collections"):
 
    (a) an amount equal to the sum of (i) the remaining Class A Required
  Amount, if any, with respect to the prior Monthly Period, (ii) the
  remaining Class B Required Amount, if any, with respect to the prior
  Monthly Period and (iii) the remaining Class C Required Amount, if any,
  with respect to the prior Monthly Period will be applied first to the
  components of the Class A Required Amount, then to the components of the
  Class B Required Amount and then to the components of the Class C Required
  Amount in the same priority in which Available Series Interest Collections
  are applied to such components as described in "--Application of
  Collections--Payment of Fees, Interest and Other Items"; and
 
    (b) any such collections not applied in the foregoing manner (and
  therefore not constituting Reallocated Class D Principal Collections) (i)
  on business days with respect to the Revolving Period and the Controlled
  Accumulation Period or Early Amortization Period prior to the payment in
  full of the Class C Invested Amount will be paid to the Transferor in order
  to maintain the Class D Invested Amount, (ii) on business days during the
  Controlled Accumulation Period following payment in full of the Class C
  Invested Amount will be included in the funds available to make principal
  payments to the Class D Certificateholders until the Class D Invested
  Amount is paid in full and (iii) on business days during an Early
  Amortization Period will be deposited in the Class D Subaccount of the
  Excess Funding Account to be held until the Class C Invested Amount is paid
  in full and to be available to be applied as Reallocated Class D Principal
  Collections.
 
  On each business day, the Servicer will apply or cause the Trustee to apply
an amount, not to exceed the Class C Invested Amount, equal to the product of
(a)(i) during the Revolving Period, the Class C Floating Allocation Percentage
or (ii) during the Controlled Accumulation Period or Early Amortization
Period, the Class C Fixed/Floating Allocation Percentage and (b) the amount of
Principal Collections with respect to such business day to the following
amounts in the following priority (such collections applied in accordance with
clause (a) below are called "Reallocated Class C Principal Collections"):
 
    (a) an amount equal to the sum of (i) the remaining Class A Required
  Amount, if any, with respect to the prior Monthly Period over the amount of
  Reallocated Class D Principal Collections applied with respect thereto for
  such Monthly Period and (ii) the remaining Class B Required Amount, if any,
  with respect to the prior Monthly Period over the amount of Reallocated
  Class D Principal Collections applied with respect thereto for such Monthly
  Period, will be applied first to the remaining components of the Class A
  Required Amount and then to the remaining components of the Class B
  Required Amount in the same priority in which Available Series Interest
  Collections are applied to such components as described in "--Application
  of Collections--Payment of Fees, Interest and Other Items"; and
 
    (b) any such collections not applied in the foregoing manner (and
  therefore not constituting Reallocated Class C Principal Collections) will,
  on business days with respect to the Revolving Period, be applied as Shared
  Principal Collections and on business days with respect to the Controlled
  Accumulation Period or Early Amortization Period will be included in the
  funds available to make principal payments to the Class A
  Certificateholders until the Class A Invested Amount is paid in full and
  then to the Class B Certificateholders until the Class B Invested Amount is
  paid in full and then to the Class C Certificateholders until the Class C
  Invested Amount is paid in full.
 
 
                                      69
On each business day, the Servicer will apply or cause the Trustee to apply
an amount, not to exceed the Class B Invested Amount, equal to the product of
(a)(i) during the Revolving Period, the Class B Floating Allocation Percentage
or (ii) during the Controlled Accumulation Period or Early Amortization
Period, the Class B Fixed/Floating Allocation Percentage and (b) the amount of
Principal Collections with respect to such business day to the following
amounts in the following priority (such collections applied in accordance with
clause (a) below are called "Reallocated Class B Principal Collections" and
the sum of Reallocated Class D Principal Collections, Reallocated Class C
Principal Collections and Reallocated Class B Principal Collections is called
"Reallocated Principal Collections"):
 
    (a) an amount equal to the excess, if any, of the remaining Class A
  Required Amount, if any, with respect to the prior Monthly Period over the
  sum of the amount of Reallocated Class D Principal Collections and
  Reallocated Class C Principal Collections applied with respect thereto for
  the prior Monthly Period will be applied to the remaining components of the
  Class A Required Amount in the same priority in which Available Series
  Interest Collections are applied to such components as described in "--
  Application of Collections--Payment of Fees, Interest and Other Items"; and
 
    (b) any such collections not applied in the foregoing manner (and
  therefore not constituting Reallocated Class B Principal Collections) will,
  on business days with respect to the Revolving Period, be applied as Shared
  Principal Collections and on business days with respect to the Controlled
  Accumulation Period or Early Amortization Period will be included in the
  funds available to make principal payments to the Class A
  Certificateholders until the Class A Invested Amount is paid in full and
  then to the Class B Certificateholders until the Class B Invested Amount is
  paid in full.
 
  On each Determination Date, the Class D Invested Amount will be reduced by
the amount of unreimbursed Reallocated Principal Collections for the related
Monthly Period. In the event that such reduction would cause the Class D
Invested Amount to be a negative number, the Class D Invested Amount will be
reduced to zero and the Class C Invested Amount will be reduced by the amount
by which the Class D Invested Amount would have been reduced below zero. In
the event that the amount of Reallocated Principal Collections for such
Distribution Date would cause the Class C Invested Amount to be a negative
number, the Class C Invested Amount will be reduced to zero and the Class B
Invested Amount will be reduced by the amount by which the Class C Invested
Amount would have been reduced below zero. In the event that the amount of
Reallocated Principal Collections for such Distribution Date would cause the
Class B Invested Amount to be a negative number on any Distribution Date, the
amount of Class B Reallocated Principal Collections on such Distribution Date
will be an amount not to exceed the amount which would cause the Class B
Invested Amount to be reduced to zero.
 
APPLICATION OF COLLECTIONS
 
  Allocations. Payments on the Receivables will be made to the Servicer, who
will deposit all such payments (other than collections allocable to the
Exchangeable Transferor Certificate, subject to certain exceptions specified
herein), in the Collection Account no later than the second business day
following the date of processing. On the day on which any deposit to the
Collection Account is available, the Servicer will make the deposits and
payments to the accounts and parties as indicated below; provided, however,
that for as long as Green Tree or any affiliate of Green Tree remains the
Servicer under the Pooling and Servicing Agreement, then the Servicer may make
such deposits and payments on the business day immediately prior to the
Distribution Date (the "Transfer Date") in an aggregate amount equal to the
net amount of such deposits and payments which would have been made had the
conditions of this proviso not applied if (a)(i) the Servicer provides to the
Trustee a letter of credit or other form of credit enhancement rated in the
highest rating category by the Rating Agency covering the risk of collection
of the Servicer and (ii) the Transferor shall not have received a notice from
the Rating Agency that making payments monthly rather than daily would result
in the lowering of such Rating Agency's then-existing rating of any Series of
certificates then outstanding or (b) the Servicer has and maintains a short-
term credit rating of P-1 by Moody's, A-1 by Standard & Poor's and F-1 by
Fitch. During the Revolving Period, upon the retail sale of a product securing
a Receivable where Green Tree is providing the customer financing for such
retail sale, Green Tree will not, except under certain limited circumstances,
be obligated to
 
                                      70
deposit cash in the Collection Account in respect of the principal amount of
such Receivable but may instead replace such Receivable with other
Receivables.
 
  If clause (a) or clause (b) set forth in the proviso to the immediately
preceding paragraph is satisfied, payments on the Receivables collected by the
Servicer will not be segregated from the assets of the Servicer. Until such
payments on the Receivables collected by the Servicer are deposited into the
Collection Account, such funds may be used by the Servicer for its own
benefit, and the proceeds of any short-term investment of such funds will
accrue to the Servicer. During such times as the Servicer holds funds
representing payments on the Receivables collected by the Servicer and is
permitted to use such funds for its own benefit, the Certificateholders are
subject to risk of loss, including risk resulting from the bankruptcy or
insolvency of the Servicer. The Servicer will pay no fee to the Trust or any
Certificateholder for any use by the Servicer of funds representing
collections on the Receivables.
 
  Notwithstanding the foregoing, whether the Servicer is required to make
daily or monthly deposits to the Collection Account, the Servicer is only
required to deposit Collections from the Collection Account into any Trust
Account or any account for any other Series up to the required amount to be
deposited therein and is permitted to withdraw from the Collection Account any
funds not required to be so deposited.
 
  The Servicer will withdraw the following amounts from the Collection Account
for application on each business day as indicated:
 
    (i) an amount equal to the Transferor Percentage plus, prior to the Class
  D Principal Payment Commencement Date, the Class D Floating Allocation
  Percentage or the Class D Fixed/Floating Allocation Percentage, as
  applicable, of the aggregate amount of Principal Collections (less the
  amount thereof which may be applied as Reallocated Class D Principal
  Collections) and any amounts to be paid in respect of the Class D Investor
  Default Amount will be paid to the Transferor to maintain the Class D
  Invested Amount;
 
    (ii) an amount equal to the Transferor Percentage of the aggregate amount
  of Interest Collections will be paid to the holder of the Exchangeable
  Transferor Certificate to the extent such funds are not applied to cover
  Negative Carry Amounts or Principal Funding Investment Shortfalls, or
  allocated to any Series as set forth in the applicable Supplement;
 
    (iii) an amount equal to the sum of (a) the Floating Allocation
  Percentage of the aggregate amount of Interest Collections and (b) Excess
  Interest Collections of other Series allocable to such Series, will be
  allocated and paid as described below in "--Payment of Fees, Interest, and
  Other Items;"
 
    (iv) during the Revolving Period, an amount equal to the sum of the Class
  A Floating Allocation Percentage, the Class B Floating Allocation
  Percentage and the Class C Floating Allocation Percentage of Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class B Principal Collections and Reallocated Class C Principal
  Collections) will be applied as Shared Principal Collections;
 
    (v) during the Controlled Accumulation Period or Early Amortization
  Period and prior to the Class B Principal Commencement Date, an amount
  equal to the ABC Fixed/Floating Allocation Percentage of Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class B Principal Collections or Reallocated Class C Principal
  Collections), any amount on deposit in the Excess Funding Account
  (exclusive of any amount in the Class D Subaccount), any amounts to be paid
  in respect of the ABC Investor Default Amount, Class A Investor Charge-
  Offs, Class B Investor Charge-Offs and Class C Investor Charge-Offs and any
  amount of Shared Principal Collections allocated to the Certificates on
  such business day up to (a) during the Controlled Accumulation Period, the
  Controlled Deposit Amount or (b) during the Early Amortization Period, the
  Class A Invested Amount, will be deposited in the Principal Account;
 
    (vi) during the Controlled Accumulation Period or Early Amortization
  Period and on or after the Class B Principal Commencement Date, an amount
  equal to the ABC Fixed/Floating Allocation Percentage of such Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class B Principal Collections or Reallocated Class C Principal
  Collections), any remaining amount on deposit in the Excess
 
                                      71
Funding Account (exclusive of any amount in the Class D Subaccount), any
  amounts to be paid in respect of the ABC Investor Default Amount, Class B
  Investor Charge-Offs and Class C Investor Charge-Offs and any amount of
  Shared Principal Collections allocated to the Certificates on such business
  day, up to (a) during the Controlled Accumulation Period, the Controlled
  Deposit Amount or (b) during the Early Amortization Period, the Class B
  Invested Amount, will be deposited in the Principal Account;
 
    (vii) during the Controlled Accumulation Period or Early Amortization
  Period and on or after the Class C Principal Commencement Date, an amount
  equal to the ABC Fixed/Floating Allocation Percentage of such Principal
  Collections (less the amount thereof which may be applied as Reallocated
  Class C Principal Collections), any remaining amount on deposit in the
  Excess Funding Account (exclusive of any amount in the Class D Subaccount),
  any amounts to be paid in respect of the ABC Investor Default Amount, and
  Class C Investor Charge-Offs and any amount of Shared Principal Collections
  allocated to the Certificates on such business day, up to the Class C
  Invested Amount, will be deposited into the Principal Account;
 
    (viii) Shared Principal Collections will be allocated to each outstanding
  Series pro rata based on any Principal Shortfalls with respect to any
  Series which is in its amortization period. The Servicer will pay any
  remaining Shared Principal Collections on such business day to the holder
  of the Exchangeable Transferor Certificate; and
 
    (ix) Excess Interest Collections will be allocated as set forth below in
  paragraph (xii) to "--Payment of Fees, Interest, and Other Items."
 
  Any Shared Principal Collections and other amounts described above as being
payable to the Transferor will not be paid to the Transferor if the Transferor
Interest on any date, after giving effect to the inclusion in the Trust of all
Receivables on or prior to such date and the application of all prior payments
to the Transferor, does not exceed the Minimum Transferor Interest. Any such
amounts otherwise payable to the Transferor will be deposited into and held in
the Excess Funding Account, and on the commencement of the accumulation period
or amortization period with respect to any Series, such amounts will be
deposited in the principal account of such Series to the extent specified in
the related Supplement until the applicable principal account of such Series
has been funded in full or the holders of certificates of such Series have
been paid in full. See "--Excess Funding Account."
 
  Payment of Fees, Interest and Other Items. On each business day during a
Monthly Period, the Servicer will determine the Floating Allocation Percentage
of Interest Collections (the "Available Series Interest Collections") and will
distribute from the Collection Account the following amounts in the following
priority (in each case, subject to the limit of the Available Series Interest
Collections less all amounts distributed pursuant to a higher priority):
 
    (i) an amount equal to the excess of
 
        (A) the sum of (1) the Class A Monthly Interest, (2) the amount of
      any Class A Monthly Interest previously due but not deposited in the
      Interest Funding Account in prior Monthly Periods, and (3) any
      additional interest (to the extent permitted by applicable law) at
      the Class A Certificate Rate with respect to interest amounts that
      were due but not paid in a prior Monthly Period over
 
        (B) the amount which has already been deposited in the Interest
      Funding Account with respect thereto in the current Monthly Period,
 
  will be deposited in the Interest Funding Account for distribution on the
  next succeeding Distribution Date to the Class A Certificateholders;
 
    (ii) an amount equal to the excess of
 
        (A) the sum of (1) the Class B Monthly Interest, (2) the amount of
      any Class B Monthly Interest previously due but not deposited in the
      Interest Funding Account in prior Monthly Periods, and (3) any
      additional interest (to the extent permitted by applicable law) at
      the Class B
 
                                      72
Certificate Rate with respect to Class B Monthly Interest amounts
      that were due but not paid in a prior Monthly Period over
 
        (B) the amount which has already been deposited in the Interest
      Funding Account with respect thereto in the current Monthly Period,
 
  will be deposited in the Interest Funding Account for distribution on the
  next succeeding Distribution Date to the Class B Certificateholders;
 
    (iii) if Green Tree or an affiliate of Green Tree is not the Servicer, an
  amount equal to the portion of the Monthly Servicing Fee for the current
  month that has not been previously paid to the Servicer plus any prior
  Monthly Servicing Fee that was due but not previously paid to the Servicer,
  will be distributed to the Servicer;
 
    (iv) an amount equal to the sum of (1) the aggregate ABC Investor Default
  Amount for such business day and (2) the unpaid ABC Investor Default Amount
  for any prior business day during the then-current Monthly Period, will (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  on and prior to the Class B Principal Commencement Date, be deposited in
  the Principal Account for payment to the Class A Certificateholders, (y) on
  and after the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class B Certificateholders and (z) on
  and after the Class C Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class C Certificateholders;
 
    (v) an amount equal to the sum of (1) the aggregate Class D Investor
  Default Amount for such business day and (2) the unpaid Class D Investor
  Default Amount for any prior business day during the then-current Monthly
  Period, will (x) during the Revolving Period and the Controlled
  Accumulation Period prior to the payment in full of the Class C Invested
  Amount, be paid to the Transferor in order to maintain the Class D Invested
  Amount, (y) during the Controlled Accumulation Period or Early Amortization
  Period following the payment in full of the Class C Invested Amount, be
  deposited in the Principal Account for payment to the Class D
  Certificateholders, and (z) during the Early Amortization Period prior to
  the payment of the Class C Invested Amount in full, deposited in the Class
  D Subaccount of the Excess Funding Account, to be held until the Class C
  Invested Amount has been paid in full, and to be available to be applied as
  Reallocated Class D Principal Collections;
 
    (vi) an amount equal to unreimbursed Class A Investor Charge-Offs, if
  any, will be applied to reimburse Class A Investor Charge-Offs and (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  but on and prior to the Class B Principal Commencement Date, be deposited
  in the Principal Account for payment to the Class A Certificateholders, (y)
  on and after the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class B Certificateholders and (z) on
  and after the Class C Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class C Certificateholders;
 
    (vii) an amount equal to the sum of (1) the amount of interest which has
  accrued with respect to the outstanding aggregate principal amount of the
  Class B Certificates at the Class B Certificate Rate but has not been
  deposited in the Interest Funding Account with respect to the Class B
  Certificateholders either on such business day or on a prior business day,
  and (2) any additional interest (to the extent permitted by applicable law)
  at the Class B Certificate Rate with respect to such interest amounts that
  were due but not paid to Class B Certificateholders in any previous Monthly
  Period, will be deposited in the Interest Funding Account for distribution
  on the next succeeding Distribution Date to the Class B Certificateholders;
 
    (viii) an amount equal to the sum of (a) unreimbursed Class B Investor
  Charge-Offs, if any, and (b) any unreimbursed reduction in the Class B
  Invested Amount on account of Reallocated Principal Collections as
  described under "--Reallocated Principal Collections" will be applied to
  reimburse such Class B Investor Charge-Offs and such reduction and (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  but prior to the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class A Certificateholders, (y) on and
  after the Class B Principal Commencement Date but prior to the Class
 
                                      73
C Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class B Certificateholders and (z) on and after the Class C
  Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class C Certificateholders;
 
    (ix) an amount equal to the sum of (a) unreimbursed Class C Investor
  Charge-Offs, if any, and (b) any unreimbursed reduction in the Class C
  Invested Amount on account of Reallocated Principal Collections as
  described under "--Reallocated Principal Collections" will be applied to
  reimburse such Class C Investor Charge-Offs and such reduction and (w)
  during the Revolving Period, be treated as Shared Principal Collections,
  (x) during the Controlled Accumulation Period or Early Amortization Period
  but prior to the Class B Principal Commencement Date, be deposited in the
  Principal Account for payment to the Class A Certificateholders, (y) on and
  after the Class B Principal Commencement Date but prior to the Class C
  Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class B Certificateholders and (z) on and after the Class C
  Principal Commencement Date, be deposited in the Principal Account for
  payment to the Class C Certificateholders;
 
    (x) an amount equal to the sum of (a) unreimbursed Class D Investor
  Charge-Offs, if any, and (b) any unreimbursed reduction in the Class D
  Invested Amount on account of Reallocated Principal Collections as
  described under "--Reallocated Principal Collections" will (x) during the
  Revolving Period and during the Controlled Accumulation Period prior to the
  payment in full of the Class C Invested Amount, be paid to the Transferor,
  (y) during the Early Amortization Period, be deposited in the Class D
  Subaccount of the Excess Funding Account, to be held until the Class C
  Invested Amount has been paid in full and to be available to be applied as
  Reallocated Class D Principal Collections, and (z) during the Controlled
  Accumulation Period following payment in full of the Class C Invested
  Amount, be deposited in the Principal Account for payment to the Class D
  Certificateholders;
 
    (xi) an amount equal to the sum of (1) the amount of interest which has
  accrued with respect to the outstanding aggregate principal amount of the
  Class C Certificates at the Class C Certificate Rate but has not been
  deposited in the Interest Funding Account with respect to the Class C
  Certificateholders either on such business days or on a prior business day,
  and (2) any additional interest (to the extend permitted by applicable law)
  at the interest rate on the Class C Certificate with respect to such
  interest amounts that are due but not paid to Class C Certificateholders in
  any previous Monthly Period, will be deposited in the Interest Funding
  Account for distribution on the next succeeding Distribution Date to the
  Class C Certificateholders.
 
    (xii) an amount equal to the sum of (1) the amount of interest which has
  accrued with respect to the outstanding aggregate principal amount of the
  Class D Certificates at the Class D Certificate Rate but has not been
  deposited in the Interest Funding Account with respect to the Class D
  Certificateholders either on such business days or on a prior business day,
  and (2) any additional interest (to the extend permitted by applicable law)
  at the interest rate on the Class D Certificate with respect to such
  interest amounts that are due but not paid to Class D Certificateholders in
  any previous Monthly Period, will be deposited in the Interest Funding
  Account for distribution on the next succeeding Distribution Date to the
  Class D Certificateholders.
 
    (xiii) if Green Tree or an affiliate of Green Tree is the Servicer, an
  amount equal to the portion of the Monthly Servicing Fee for the current
  month that has not been previously paid to the Servicer plus any prior
  Monthly Servicing Fee that was due but not previously paid to the Servicer
  will be distributed to the Servicer; and
 
    (xiv) any Available Series Interest Collections remaining after making
  the above described distributions will be treated as Excess Interest
  Collections which will be available to cover shortfalls, if any, in amounts
  payable from Interest Collections to certificateholders of other Series and
  then to pay any unpaid commercially reasonable costs and expenses of a
  successor Servicer, if any. Excess Interest Collections which are not so
  used will be paid to the Transferor.
 
  "Class A Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class A Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual
 
                                      74
Period divided by 360 and (iii) the outstanding principal balance of the Class
A Certificates at the close of business on the first day of such Interest
Accrual Period.
 
  "Class B Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class B Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period
divided by 360 and (iii) with respect to the Funding Period, the outstanding
principal balance of the Class B Certificates at the close of business on the
first day of such Interest Accrual Period and after the Funding Period, the
Class B Invested Amount at the close of business on the first day of such
Interest Accrual Period.
 
  "Required Amount" means on the first business day following a Monthly Period
the amount, if any, by which the full amount to be paid pursuant to clauses
(i)-(xiii) above in "--Payments of Fees, Interest, and Other Items" for such
prior Monthly Period exceeds the portion of the Available Series Interest
Collections applied to the payment of the amounts described in such clauses
for such prior Monthly Period.
 
  Payment of Principal. On each business day during the Revolving Period, the
Trustee, acting in accordance with instructions from the Servicer, will treat
the amount described in clause (iv) of "--Allocations" as Shared Principal
Collections which will be applied as described in clause (viii) of "--
Allocations." On the Transfer Date preceding the Class A Scheduled Payment
Date, the Trustee, acting in accordance with instructions from the Servicer,
will withdraw the amount on deposit in the Principal Account and deposit such
amount in the Distribution Account for distribution to the Class A
Certificateholders on the Class A Scheduled Payment Date. If the amount so
distributed on the Class A Scheduled Payment Date is less than the Class A
Invested Amount, the Class A Certificateholders will be entitled on each
subsequent Distribution Date to receive principal payments to the extent of
Class A Principal until the Class A Invested Amount is paid in full. The Class
B Certificateholders will be entitled to receive payment of the Class B
Invested Amount on the Class B Scheduled Payment Date, but only after the
Class A Invested Amount has been paid in full. The Class C Certificateholders
will be entitled to receive principal payments to the extent of Class C
Principal until the Class C Invested Amount is paid in full only after the
Class A Invested Amount and the Class B Invested Amount have been paid in
full. The Class D Certificateholders will be entitled to receive principal
payments only after the Class A Invested Amount, the Class B Invested Amount,
and the Class C Invested Amount have been paid in full.
 
  "Class A Principal" with respect to any Distribution Date during the
Controlled Accumulation Period or Early Amortization Period will equal the sum
of (i) an amount equal to the ABC Fixed/Floating Allocation Percentage of all
Principal Collections (less the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections) received during the
Monthly Period immediately preceding such Distribution Date, (ii) any amount
on deposit in the Excess Funding Account (other than any amount in the Class D
Subaccount) or the Pre-Funding Account allocated to the Class A Certificates
with respect to the preceding Monthly Period, (iii) the aggregate ABC Investor
Default Amount paid from Available Series Interest Collections, Excess
Interest Collections or Reallocated Principal Collections with respect to the
preceding Monthly Period and any reimbursements from Available Series Interest
Collections, Excess Interest Collections or Reallocated Principal Collections
of unreimbursed Class A Investor Charge-Offs, Class B Investor Charge-Offs and
Class C Investor Charge-Offs and (iv) Shared Principal Collections allocated
to the Class A Certificates; provided, however, that with respect to any
Distribution Date during the Controlled Accumulation Period, Class A Principal
will not exceed the lesser of (i) the Controlled Deposit Amount and (ii) the
Class A Invested Amount; provided, further, that with respect to the Series
1998-2 Termination Date, Class A Principal will be an amount equal to the
Class A Invested Amount.
 
  "Class B Principal" with respect to any Distribution Date on or after the
Class A Scheduled Payment Date will equal the sum of (i) an amount equal to
the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class B Principal Collections and Reallocated
Class C Principal Collections) received during the Monthly Period immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date following the date on which an amount equal to the Class A Invested
Amount is deposited in the Principal Account to be applied to the payment of
Class A Principal, the ABC Fixed/Floating Allocation Percentage of Principal
Collections from the date on which such deposit is made), (ii) any amount on
 
                                      75
deposit in the Excess Funding Account (other than any amount in the Class D
Subaccount) or the Pre-Funding Account allocated to the Class B Certificates
with respect to the preceding Monthly Period, and (iii) the aggregate ABC
Investor Default Amount paid from Available Series Interest Collections,
Excess Interest Collections or Reallocated Principal Collections with respect
to the preceding Monthly Period and any reimbursements from Available Series
Interest Collections, Excess Interest Collections or Reallocated Principal
Collections of unreimbursed Class B Investor Charge-Offs and Class C Investor
Charge-Offs and (iv) Shared Principal Collections allocated to the Class B
Certificates; provided, however, that with respect to any Distribution Date
during the Controlled Accumulation Period, Class B Principal will not exceed
the lesser of (i) the Controlled Deposit Amount and (ii) the Class B Invested
Amount; provided, further, that with respect to the Series 1998-2 Termination
Date, Class B Principal will be an amount equal to the Class B Invested
Amount.
 
  "Class C Principal" with respect to any Distribution Date on or after the
Class C Principal Commencement Date will equal the sum of (i) an amount equal
to the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class C Principal Collections) received during
the Monthly Period immediately preceding such Distribution Date (or, in the
case of the first Distribution Date following the date on which an amount
equal to the Class B Invested Amount is deposited in the Principal Account to
be applied to the payment of Class B Principal, the ABC Fixed/Floating
Allocation Percentage of Principal Collections from the date on which such
deposit is made), (ii) any amount on deposit in the Excess Funding Account
(other than any amount in the Class D Subaccount) or the Pre-Funding Account
allocated to the Class C Certificates with respect to the preceding Monthly
Period, (iii) the aggregate ABC Investor Default Amount paid from Available
Series Interest Collections, Excess Interest Collections or Reallocated
Principal Collections with respect to the preceding Monthly Period and any
reimbursements from Available Series Interest Collections, Excess Interest
Collections or Reallocated Principal Collections of unreimbursed Class C
Investor Charge-Offs and (iv) Shared Principal Collections allocated to the
Class C Certificates; provided, that with respect to the Series 1998-2
Termination Date, Class C Principal will be an amount equal to the Class C
Invested Amount.
 
  On the Transfer Date preceding the Class D Principal Commencement Date, and
on each Transfer Date thereafter until the Trust is terminated or until the
Class D Invested Amount is paid in full, the Trustee, acting in accordance
with instructions from the Servicer, will withdraw amounts deposited into the
Principal Account in respect of Principal Collections processed during the
related Monthly Period and, to the extent of the Class D Invested Amount,
deposit such amounts in the Distribution Account for distribution to the Class
D Certificateholders on the next succeeding Distribution Date (the "Class D
Principal"). The Class D Certificateholders will be entitled to receive
principal payments to the extent of Class D Principal until the Class D
Invested Amount is paid in full.
 
COVERAGE OF CERTAIN INTEREST SHORTFALLS
 
  To the extent of any shortfall in the amount of Available Series Interest
Collections due to the accumulation of principal in the Excess Funding
Account, the Pre-Funding Account or the Principal Account, the Transferor
Interest Collections will be made available to cover such Negative Carry
Amount and such Principal Funding Investment Shortfall.
 
  Interest Collections allocable to any Series in excess of the amounts
necessary to make required payments with respect to such Series ("Excess
Interest Collections") will be applied to cover any shortfalls with respect to
amounts payable from Interest Collections allocable to any other Series, pro
rata based upon the amounts of the shortfalls, if any, with respect to such
other Series. Any Excess Interest Collections remaining after covering
shortfalls with respect to all outstanding Series during a Monthly Period will
be paid to the successor Servicer, if any, to cover certain costs and expenses
and then to the holder of the Exchangeable Transferor Certificate.
 
DEFAULTED RECEIVABLES
 
  Receivables will be charged off as uncollectible in accordance with the
Servicer's customary and usual policies (a "Defaulted Receivable"). See "The
Accounts--Loss Experience." On each business day, the
 
                                      76
Servicer will allocate to the Certificateholders a portion of all Defaulted
Receivables in an amount (the "Investor Default Amount") equal to the product
of (a) the Floating Allocation Percentage applicable on such business day and
(b) the aggregate principal amount of Defaulted Receivables identified since
the prior reporting date. On each business day, the Servicer will allocate to
the Class A, Class B and Class C Certificateholders a portion of all Defaulted
Receivables in an amount (the "ABC Investor Default Amount") equal to the
product of (a) the sum of the Class A Floating Allocation Percentage, the
Class B Floating Allocation Percentage and the Class C Floating Allocation
Percentage applicable on such business day and (b) the aggregate principal
amount of Defaulted Receivables identified since the prior reporting date. On
each business day, the Servicer will allocate to the Class D
Certificateholders a portion of all Defaulted Receivables in an amount (the
"Class D Investor Default Amount") equal to the product of (a) the Class D
Floating Allocation Percentage and (b) the aggregate principal amount of
Defaulted Receivables identified since the prior reporting date.
 
INVESTOR CHARGE-OFFS
 
  If on the second business day preceding each Distribution Date (the
"Determination Date"), the aggregate Investor Default Amount, if any, for all
business days in the preceding Monthly Period exceeded the aggregate amount of
the Available Series Interest Collections, Excess Interest Collections and
Reallocated Principal Collections allocated with respect thereto during such
Monthly Period, then the Class D Invested Amount will be reduced by the
aggregate amount of such excess, but not more than the remaining aggregate
Investor Default Amount for such Monthly Period (a "Class D Investor Charge-
Off"). The Class D Invested Amount thereafter will be increased (but not in
excess of the aggregate of such reductions in the Class D Invested Amount
previously made that have not been previously reimbursed as described in this
sentence) on any business day by the amounts allocated and available for that
purpose as described under clause (x) of "--Application of Collections--
Payment of Fees, Interest, and Other Items."
 
  In the event that any such reduction of the Class D Invested Amount would
cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be maintained at or reduced to zero, and the Class C
Invested Amount will be reduced by the aggregate amount of such excess, but
not more than the remaining aggregate Investor Default Amount for such Monthly
Period (a "Class C Investor Charge-Off"), which will have the effect of
slowing or reducing the return of principal to the Class C Certificateholders.
The Class C Invested Amount will thereafter be increased (but not in excess of
the unpaid principal balance of the Class C Certificates) on any Monthly
Period by the amounts allocated and available for that purpose as described
under clause (ix) of "--Application of Collections--Payment of Fees, Interest,
and Other Items."
 
  In the event that any such reduction of the Class C Invested Amount would
cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero, and the Class B Invested Amount will
be reduced by the aggregate amount of such excess, but not more than the
remaining aggregate Investor Default Amount for such Monthly Period (a "Class
B Investor Charge-Off"), which will have the effect of slowing or reducing the
return of principal to the Class B Certificateholders. The Class B Invested
Amount will thereafter be increased (but not in excess of the unpaid principal
balance of the Class B Certificates) on any Monthly Period by the amounts
allocated and available for that purpose as described under clause (viii) of
"--Application of Collections--Payment of Fees, Interest, and Other Items."
 
  In the event that any such reduction of the Class B Invested Amount would
cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount will be reduced to zero, and the Class A Invested Amount will
be reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class A Investor Charge-Off"). The Class A
Invested Amount will thereafter be increased (but not in excess of the unpaid
principal balance of the Class A Certificates) on any Monthly Period by the
amounts allocated and available for that purpose as described under clause
(vi) of "--Application of Collections--Payment of Fees, Interest, and Other
Items."
 
 
                                      77
COMPANION SERIES
 
  The Series 1998-2 Certificates may be paired with one or more other Series
(each a "Companion Series"). Each Companion Series either will be prefunded
with an initial deposit to a prefunding account in an amount up to the initial
principal balance of such Companion Series, funded primarily from the proceeds
for the sale of such Companion Series, or will have a variable principal
amount. Any such prefunding account will be held for the benefit of such
Companion Series and not for the benefit of Series 1998-2 Certificateholders.
As principal is paid with respect to the Series 1998-2 Certificates, either
(i) in the case of a prefunded Companion Series, an equal amount of funds on
deposit in any prefunding account for such prefunded Companion Series will be
released (which funds will be distributed to the Transferor) or (ii) in the
case of a Companion Series having a variable principal amount, an interest in
such variable Companion Series in an equal or lesser amount may be sold by the
Trust (and the proceeds thereof will be distributed to the Transferor) and, in
either case, the invested amount in the Trust of such Companion Series will
increase by up to the corresponding amount. Upon payment in full of the Series
1998-2 Certificates, assuming that there have been no unreimbursed charge-offs
with respect to any related Companion Series, the aggregate invested amount of
such related Companion Series will have been increased by an amount up to an
aggregate amount equal to the Series 1998-2 Investor Interest paid to the
Series 1998-1 Certificateholders since the issuance of such Companion Series.
The issuance of a Companion Series will be subject to the conditions described
under "Description of the Certificates--Exchanges." Green Tree does not expect
that the terms of any Companion Series would have an impact on the timing or
amount of payments received by a Series 1998-2 Certificateholder.
 
FINAL PAYMENT OF PRINCIPAL; TERMINATION
 
  The Class A Certificates, the Class B Certificates, and the Class C
Certificates will each be subject to optional repurchase by the Transferor on
any Distribution Date after the sum of the Class A Invested Amount, the Class
B Invested Amount and the Class C Invested Amount is reduced to an amount less
than or equal to $           (10% of the initial outstanding principal amount
of the Class A Certificates, the Class B Certificates and the Class C
Certificates), if certain conditions set forth in the Pooling and Servicing
Agreement are satisfied. The repurchase price will be equal to (i) the unpaid
Class A Invested Amount plus accrued and unpaid interest on the Class A
Certificates, (ii) the unpaid Class B Invested Amount plus accrued and unpaid
interest on the Class B Certificates, (iii) the unpaid Class C Invested Amount
plus accrued and unpaid interest on the Class C Certificates and (iv) the
unpaid Class D Invested Amount. In each case interest will accrue through the
day preceding the Distribution Date on which the repurchase occurs.
 
  The Certificates will be retired on the day following the Distribution Date
on which the final payment of principal is scheduled to be made to the
Certificateholders, whether as a result of optional reassignment to the
Transferor or otherwise. Subject to prior termination as provided above, the
Pooling and Servicing Agreement provides that the final distribution of
principal and interest on the Certificates will be made on the earlier of (i)
the Distribution Date on which the Invested Amount is paid in full and (ii)
the         Distribution Date (the "Series 1998-2 Termination Date"), except
to the extent provided below. In the event that the Invested Amount is greater
than zero, exclusive of any Class held by the Transferor, on the Series 1998-2
Termination Date, the Trustee will sell or cause to be sold (and apply the
proceeds first to the Class A Certificates until paid in full, then to the
Class B Certificates until paid in full, then to the Class C Certificates
until paid in full, and finally to the Class D Certificates to the extent
necessary to pay such remaining amounts to all Certificateholders pro rata
within each Class as final payment of the Certificates) interests in the
Receivables or certain Receivables, as specified in the Pooling and Servicing
Agreement and the Series 1998-2 Supplement, in an amount up to 110% of the
Invested Amount at the close of business on such date (but not more than the
total amount of Receivables allocable to the Certificates in accordance with
the Pooling and Servicing Agreement). If the sale contemplated by the
preceding sentence has not occurred by the Series 1998-2 Termination Date, the
affected Certificateholders shall remain entitled to receive proceeds of such
sale when it occurs. The net proceeds of such sale and any collections on the
Receivables, up to an amount equal to the Invested Amount plus accrued
interest due on the Certificates, will be paid on the Series 1998-2
Termination Date first to Class A Certificateholders until the Class A
Invested Amount is paid in full, then to the Class B Certificateholders until
the Class B Invested Amount is
 
                                      78
paid in full, then to the Class C Certificateholders until the Class C
Invested Amount is paid in full, and then to the Class D Certificateholders
until the Class D Invested Amount is paid in full.
 
  Unless the Servicer and the holder of the Exchangeable Transferor
Certificate instruct the Trustee otherwise, the Trust will terminate on the
earlier of (a) the day after the Distribution Date following the date on which
funds shall have been deposited in the Distribution Account for the payment to
certificateholders outstanding sufficient to pay in full the aggregate
investor interest of all Series outstanding plus interest thereon at the
applicable certificate rates to the next Distribution Date and (b) a date
which shall not be later than         , or (c) if the Receivables are sold,
disposed of or liquidated following the occurrence of an Insolvency Event,
immediately following such sale, disposition or liquidation (such date, the
"Trust Termination Date"). Upon the termination of the Trust and the surrender
of the Exchangeable Transferor Certificate, the Trustee will convey to the
holder of the Exchangeable Transferor Certificate all right, title, and
interest of the Trust in and to the Receivables and other funds of the Trust
(other than funds on deposit in the Distribution Account and other similar
bank accounts of the Trust with respect to any Series).
 
PAY OUT EVENTS
 
  As described above, the Revolving Period is expected to continue through the
end of the Monthly Period immediately preceding the Controlled Amortization
Period, unless a Pay Out Event occurs prior to such date. A "Pay Out Event"
refers to any of the following events:
 
    (i) failure by the Transferor to convey Receivables in Additional
  Accounts to the Trust within five business days after the day on which it
  is required to convey such Receivables pursuant to the Pooling and
  Servicing Agreement;
 
    (ii) failure on the part of the Transferor, the Servicer or Green Tree,
  as applicable, (a) to make any payment or deposit required by the Pooling
  and Servicing Agreement or the Purchase Agreement, on or before the date
  such payment or deposit is required to be made therein, which failure is
  not cured within five business days after written notice from the Trustee
  of such failure; or (b) to deliver a Distribution Date Statement on the
  date required under the Pooling and Servicing Agreement (or within ten
  business days after written notice from the Trustee of such failure); or
  (c) to comply with its covenant not to create any lien on a Receivable
  which failure has a material adverse effect on the holders of the
  Certificates and which continues unremedied for a period of 60 days after
  written notice to it; provided, however, that any Pay Out Event shall not
  be deemed to have occurred if the Transferor shall have repurchased the
  related Receivables or, if applicable, all the Receivables during such
  period in accordance with the provisions of the Pooling and Servicing
  Agreement; or (d) to observe or perform in any material respect any other
  covenants or agreements set forth in the Pooling and Servicing Agreement or
  the Purchase Agreement, which failure has a materially adverse effect on
  the Certificateholders and which continues unremedied for a period of 45
  days after written notice of such failure;
 
    (iii) any representation or warranty made by Green Tree in the Purchase
  Agreement or by the Transferor in the Pooling and Servicing Agreement or
  any information required to be given by the Transferor to the Trustee to
  identify the Accounts proves to have been incorrect in any material respect
  when made and continues to be incorrect in any material respect for a
  period of 60 days after written notice and as a result the interests of the
  Certificateholders are materially and adversely affected (excluding,
  however, any representation or warranty made by the Transferor that the
  Pooling and Servicing Agreement constitutes, or the transfer of the
  Receivables to the Trust is, a valid sale, transfer and assignment to the
  Trust of all right, title and interest of the Transferor in the Receivables
  and the Collateral Security if the Pooling and Servicing Agreement
  constitutes the grant of a security interest in the Receivables and
  Collateral Security); provided, however, that any Pay Out Event shall not
  be deemed to occur thereunder if the Transferor has repurchased the related
  Receivables or all such Receivables, if applicable, during such period in
  accordance with the provisions of the Pooling and Servicing Agreement;
 
    (iv) the occurrence of certain events of bankruptcy, insolvency or
  receivership relating to Green Tree or the Transferor;
 
                                      79
(v) the Trust or the Transferor becomes an investment company within the
  meaning of the Investment Company Act of 1940, as amended;
 
    (vi) any Servicer Default occurs;
 
    (vii) on any Determination Date, the average of the Monthly Payment Rates
  for the three preceding Monthly Periods, where the Monthly Payment Rate for
  a Monthly Period is the percentage obtained by dividing the aggregate of
  the Receivables balance (without deducting therefrom any discount portion)
  collected during such Monthly Period by the average daily aggregate
  Receivables balance (without deducting therefrom any discount portion) for
  such Monthly Period, is less than 18%;
 
    (viii) the failure to pay the outstanding principal amount of the Class A
  Certificates or Class B Certificates by the Class A Scheduled Payment Date
  or the Class B Scheduled Payment Date, as applicable;
 
    (ix) the ratio (expressed as a percentage) of (a) the average for each
  month of the net losses on the Receivables (exclusive of the Ineligible
  Receivables) owned by the Trust (i.e., gross losses less recoveries on any
  such Receivables (including, without limitation, recoveries from collateral
  security in addition to recoveries from the products, recoveries from
  Manufacturers and insurance proceeds)) during any three consecutive
  calendar months to (b) the average of the month-end aggregate balances of
  such Receivables (without deducting therefrom the discount portion) for
  such three-month period, exceeds 5% on an annualized basis;
 
    (x) the sum of all Cash Equivalents and other amounts on deposit in the
  Excess Funding Account represents more than 50% of the sum of the aggregate
  amount of Principal Receivables (without deducting therefrom any discount
  portion) on each of six or more consecutive Determination Dates, after
  giving effect to all payments made or to be made on the Distribution Date
  next succeeding each such respective Determination Date; or
 
    (xi) if Principal Collections allocable to the Class D
  Certificateholder's Interest have been reallocated in any Monthly Period to
  cover any Required Amounts and have not been reimbursed as of the
  Determination Date in such Monthly Period.
 
  In the case of any event described in clause (ii), (iii) or (vi) above, a
Pay Out Event will be deemed to have occurred with respect to the Certificates
only if, after any applicable grace period, the Certificateholders evidencing
undivided interests aggregating more than 50% of the Invested Amount, by
written notice to the Transferor and the Servicer, declare that a Pay Out
Event has occurred with respect to the Certificates as of the date of such
notice. In the case of any event described in clause (iv) or (v) above, a Pay
Out Event with respect to all Series then outstanding, and in the case of any
event described in clause (i), (vii), (viii), (ix), (x) or (xi) above, a Pay
Out Event with respect only to the Certificates, will be deemed to have
occurred without any notice or other action on the part of the Trustee or the
Certificateholders or all certificateholders, as appropriate, immediately upon
the occurrence of such event. On the date on which a Pay Out Event is deemed
to have occurred, the Early Amortization Period will commence. In such event,
distributions of principal to the Certificateholders will begin on the first
Distribution Date following the month in which such Pay Out Event occurred.
If, because of the occurrence of a Pay Out Event, the Early Amortization
Period begins, Certificateholders will begin receiving distributions of
principal earlier than they otherwise would have, which may shorten the
average life of the Certificates.
 
  In addition to the consequences of a Pay Out Event discussed above, if,
pursuant to certain provisions of federal law, the Transferor voluntarily
enters liquidation or a trustee in bankruptcy is appointed for the Transferor
(an "Insolvency Event"), the Transferor will immediately cease to transfer
Receivables to the Trust and promptly give notice to the Trustee of such
event. Within 15 days, the Trustee will publish a notice of the liquidation or
the appointment stating that the Trustee intends to sell, dispose of, or
otherwise liquidate the Receivables in a commercially reasonable manner. With
respect to each Series outstanding at such time (or, if any such Series has
more than one class, of each class of such Series excluding any class or
portion thereof held by the Transferor), unless otherwise instructed within a
specified period by certificateholders representing undivided interests
aggregating more than 50% of the invested amount of such Series (or class
excluding any
 
                                      80
class or portion thereof held by the Transferor) and the holders (other than
the Transferor) of any Supplemental Certificates or any other interest in the
Exchangeable Transferor Certificate, the Trustee will sell, dispose of, or
otherwise liquidate the portion of the Receivables allocable to the Series
that did not vote to continue the Trust in accordance with the Pooling and
Servicing Agreement in a commercially reasonable manner and on commercially
reasonable terms. The proceeds from the sale, disposition, or liquidation of
the Receivables will be treated as collections of the Receivables allocable to
such Certificateholders and will be distributed to the applicable
Certificateholders as provided above in "--Application of Collections."
 
  If the only Pay Out Event to occur is either the bankruptcy or insolvency of
the Transferor or the appointment of a bankruptcy trustee or receiver for the
Transferor, the bankruptcy trustee or receiver may have the power to prevent
the early sale, liquidation, or disposition of the Receivables and the
commencement of the Early Amortization Period. In addition, a bankruptcy
trustee or receiver may have the power to cause the early sale of the
Receivables and the early retirement of the Certificates.
 
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
 
  The Servicer's compensation for its servicing activities and reimbursement
for its expenses will take the form of the payment to it of a servicing fee in
an amount for any Monthly Period equal to the sum of (i) with respect to each
Series, one-twelfth of the product of (x) the applicable servicing fee
percentage with respect to such Series and (y) the Invested Amount of such
Series on the first day of the related Monthly Period and (ii) one-twelfth of
the product of the weighted average servicing fee percentage for all Series
and the average Transferor Interest for such Monthly Period. The monthly
servicing fee will be allocated between the Transferor Interest, the
Certificateholders' Interest, and the investor interest for all other Series.
The portion of the servicing fee allocable to the Certificateholders' Interest
during each Monthly Period (the "Monthly Servicing Fee") will be equal to one-
twelfth of the product of (x) the Servicing Fee Rate per annum and (y) the
Invested Amount on the first day of the related Monthly Period or, in the case
of the first Distribution Date, the initial principal amount of the
Certificates. The Monthly Servicing Fee will be funded from Interest
Collections allocated to the Certificateholders' Interest, and will be paid
each month from the amount so allocated and on deposit in the Collection
Account. See "--Application of Collections--Payment of Fees, Interest, and
Other Items" above. The remainder of the servicing fee will be allocable to
the Transferor Interest and the investor interests of other Series. Neither
the Trust nor the Certificateholders will have any obligation to pay such
portion of the servicing fee.
 
  The Servicer will be permitted to waive its right to receive the Servicing
Fee on any Distribution Date, so long as it believes that sufficient Interest
Collections will be available on a future Distribution Date to pay the Monthly
Servicing Fee relating to such waived Servicing Fee, in which case the
Servicing Fee and the Monthly Servicing Fee for such Distribution Date shall
be deemed to be zero.
 
  The Servicer will pay from its servicing compensation certain expenses
incurred in connection with servicing the Receivables, including, without
limitation, payment of the fees and disbursements of the Trustee and
independent certified public accountants and other fees which are not
expressly stated in the Pooling and Servicing Agreement to be payable by the
Trust or the Certificateholders other than federal, state, and local income
and franchise taxes, if any, of the Trust.
 
CERTAIN MATTERS REGARDING THE TRANSFEROR AND THE SERVICER
 
  The Servicer may not resign from its obligations and duties under the
Pooling and Servicing Agreement, except upon determination that performance of
its duties is no longer permissible under applicable law. No such resignation
will become effective until the Trustee or a successor to the Servicer has
assumed the Servicer's responsibilities and obligations under the Pooling and
Servicing Agreement. The Servicer may delegate some or all of its servicing
duties; provided, however, such delegation will not relieve the Servicer of
its obligation to perform such duties in accordance with the Pooling and
Servicing Agreement. In addition, any affiliate of Green
 
                                      81
Tree may be substituted in all respects for Green Tree as Servicer, provided
that Green Tree will remain jointly and severally liable with such affiliate.
 
  The Pooling and Servicing Agreement provides that the Servicer will
indemnify the Trust and the Trustee from and against any reasonable loss,
liability, expense, damage, or injury suffered or sustained by reason of any
acts or omissions or alleged acts or omissions of the Servicer with respect to
the activities of the Trust or the Trustee; provided, however, that the
Servicer will not indemnify (a) the Trustee for liabilities imposed by reason
of fraud, negligence, or willful misconduct by the Trustee in the performance
of its duties under the Pooling and Servicing Agreement, (b) the Trust, the
Certificateholders, or the Certificate Owners for liabilities arising from
actions taken by the Trustee at the request of Certificateholders, (c) the
Trust, the Certificateholders, or the Certificate Owners for any losses,
claims, damages, or liabilities incurred by any of them in their capacities as
investors, including without limitation, losses incurred as a result of
Defaulted Receivables, or (d) the Trust, the Certificateholders, or the
Certificate Owners for any liabilities, costs, or expenses of the Trust, the
Certificateholders, or the Certificate Owners arising under any tax law,
including without limitation, any federal, state, or local income or franchise
tax or any other tax imposed on or measured by income (or any interest or
penalties with respect thereto or arising from a failure to comply therewith)
required to be paid by the Trust, the Certificateholders, or the Certificate
Owners in connection with the Pooling and Servicing Agreement to any taxing
authority.
 
  In addition, the Pooling and Servicing Agreement provides that, subject to
certain exceptions, the Transferor will indemnify the Trust and the Trustee
from and against any reasonable loss, liability, expense, damage, or injury
(other than to the extent that any of the foregoing relate to any tax law or
any failure to comply therewith) suffered or sustained by reason of any acts
or omissions or alleged acts or omissions arising out of or based upon the
arrangement created by the Pooling and Servicing Agreement as though the
Pooling and Servicing Agreement created a partnership under the Minnesota
Uniform Partnership Act in which the Transferor is a general partner.
 
  The Pooling and Servicing Agreement provides that, except for the foregoing
indemnities, neither the Transferor nor the Servicer nor any of their
respective directors, officers, employees, or agents will be under any
liability to the Trust, the Trustee, the Certificateholders, or any other
person for any action taken, or for refraining from taking any action pursuant
to the Pooling and Servicing Agreement. Neither the Transferor nor the
Servicer nor any of their respective directors, officers, employees, or agents
will be protected against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith, or gross negligence of the
Transferor, the Servicer, or any such person in the performance of its duties
thereunder or by reason of reckless disregard of obligations and duties
thereunder. In addition, the Pooling and Servicing Agreement provides that the
Servicer is not under any obligation to appear in, prosecute, or defend any
legal action that is not incidental to its servicing responsibilities under
the Pooling and Servicing Agreement and which in its opinion may expose it to
any expense or liability.
 
  Under the Pooling and Servicing Agreement, the Transferor will be liable
directly to an injured party for the entire amount of any losses, claims,
damages or liabilities (other than those incurred by a Certificateholder in
the capacity of an investor in the Certificates) arising out of or based on
the arrangement created by the Pooling and Servicing Agreement or the actions
of the Servicer taken pursuant to the Pooling and Servicing Agreement as
though the Pooling and Servicing Agreement created a partnership under the
Minnesota Uniform Partnership Act in which the Transferor is a general
partner. The Transferor will also pay, indemnify and hold harmless each
Certificateholder for any such losses, claims, damages or liabilities (other
than those incurred by a Certificateholder in the capacity of an investor in
the Certificates) except to the extent that they lapse from any action by any
Certificateholder. In the event of a Service Transfer, the successor Servicer
will indemnify the Transferor for any losses, claims, damages and liabilities
of the Transferor as described in this paragraph arising from the actions or
omissions of such successor.
 
 
                                      82
SERVICER DEFAULT
 
  In the event of any Servicer Default (as defined below), either the Trustee
or certificateholders representing undivided interests aggregating more than
50% of the aggregate investor interests for all outstanding Series, by written
notice to the Servicer (and to the Trustee if given by the
certificateholders), may terminate all of the rights and obligations of the
Servicer as servicer under the Pooling and Servicing Agreement and in and to
the Receivables and the proceeds thereof and the Trustee may appoint a new
Servicer (a "Service Transfer"). The
rights and interest of the Transferor under the Pooling and Servicing
Agreement and in the Transferor Interest will not be affected by such
termination. Upon such termination, the Trustee will as promptly as possible
appoint a successor Servicer. If no such Servicer has been appointed and has
accepted such appointment by the time the Servicer ceases to act as Servicer,
all authority, power, and obligations of the Servicer under the Pooling and
Servicing Agreement will pass to and be vested in the Trustee. If the Trustee
is unable to obtain any bids from eligible servicers and the Servicer delivers
an Officer's certificate to the effect that it cannot in good faith cure the
applicable Servicer Default, and if the Trustee is legally unable to act as a
successor Servicer, then the Trustee will give the Transferor the right to
accept reassignment of all of the Receivables on terms equivalent to the best
purchase offer as determined by the Trustee.
 
  A "Servicer Default" refers to any of the following events:
 
    (i) failure by the Servicer to make any payment, transfer, or deposit, or
  to give instructions to the Trustee to make certain payments, transfers, or
  deposits within five business days after the date the Servicer is required
  to do so under the Pooling and Servicing Agreement or any Supplement;
  provided, however, that any such failure caused by a nonwillful act of the
  Servicer shall not constitute a Servicer Default if the Servicer promptly
  remedies such failure within five business days after receiving notice of
  such failure or otherwise becoming aware of such failure;
 
    (ii) failure on the part of the Servicer duly to observe or perform in
  any respect any other covenants or agreements of the Servicer which has a
  material adverse effect on the certificateholders of any Series then
  outstanding and which continues unremedied for a period of 60 days after
  written notice of such failure, requiring the same to be remedied, shall
  have been given to the Servicer by the Trustee, or to the Servicer and the
  Trustee by holders of Certificates evidencing undivided interests
  aggregating not less than 50% of the Invested Amount of any Series
  materially adversely affected thereby and continues to have a material
  adverse effect on the certificateholders of any Series then outstanding for
  such period; or the delegation by the Servicer of its duties under the
  Pooling and Servicing Agreement, except as specifically permitted
  thereunder;
 
    (iii) any representation, warranty, or certification made by the Servicer
  in the Pooling and Servicing Agreement, or in any certificate delivered
  pursuant to the Pooling and Servicing Agreement, proves to have been
  incorrect when made which has a material adverse effect on the
  certificateholders of any Series then outstanding, and which continues to
  be incorrect in any material respect for a period of 60 days after written
  notice of such failure, requiring the same to be remedied, shall have been
  given to the Servicer by the Trustee, or to the Servicer and Trustee by the
  holders of Certificates evidencing undivided interests aggregating not less
  than 50% of the Invested Amount of any Series materially adversely affected
  thereby and continues to have a material adverse effect on such
  certificateholders for such period; or
 
    (iv) the occurrence of certain events of bankruptcy, insolvency, or
  receivership of the Servicer.
 
  Notwithstanding the foregoing, a delay in or failure of performance referred
to in clause (i) above for a period of five business days, or referred to
under clause (ii) or (iii) for a period of 60 business days, will not
constitute a Servicer Default if such delay or failure could not be prevented
by the exercise of reasonable diligence by the Servicer and such delay or
failure was caused by an act of God or other similar occurrence. Upon the
occurrence of any such event, the Servicer will not be relieved from using its
best efforts to perform its obligations in a timely manner in accordance with
the terms of the Pooling and Servicing Agreement, and the Servicer will
provide the Trustee, any provider of credit enhancement, the Transferor, and
the holders of
 
                                      83
certificates of all Series outstanding prompt notice of such failure or delay
by it, together with a description of the cause of such failure or delay and
its efforts to perform its obligations.
 
  In the event of a Servicer Default due to the bankruptcy of the Servicer, if
no Servicer Default other than such bankruptcy or the insolvency of the
Servicer exists, the bankruptcy trustee or the Servicer itself as debtor-in-
possession may have the power to prevent either the Trustee or the majority of
the Certificateholders from effecting a Service Transfer.
 
REPORTS TO CERTIFICATEHOLDERS
 
  On each Distribution Date, the Paying Agent will forward to each
Certificateholder of record (which is expected to be Cede & Co., as nominee
for DTC, unless Definitive Certificates are issued) a statement prepared by
the Servicer setting forth, among other things, with respect to such Series:
(a) the total amount distributed, (b) the amount of the distribution allocable
to principal on the Class A Certificates, the Class B Certificates, the Class
C Certificates and the Class D Certificates, (c) the amount of such
distribution allocable to interest on the Class A Certificates and the Class B
Certificates, (d) the amount of Principal Collections processed during the
related Monthly Period and allocated in respect of the Class A Certificates,
the Class B Certificates, the Class C Certificates and the Class D
Certificates, respectively, (e) the amount of Interest Collections processed
during the preceding Monthly Period and allocated in respect of the Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class
D Certificates, respectively, (f) the aggregate amount of Principal
Receivables, the Invested Amount, the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount, the Class D Invested Amount, the
Floating Allocation Percentage, and during the Controlled Accumulation Period
or Early Amortization Period, the ABC Fixed/Floating Allocation Percentage
with respect to the Principal Receivables in the Trust as of the close of
business on the Record Date, (g) the aggregate outstanding balance of
Receivables which are current, 30-59, 60-89 and 90 or more days delinquent as
of the end of the day on the Record Date, (h) the Aggregate Investor Default
Amount for the related Monthly Period, (i) the aggregate amount of Class A
Investor Charge-Offs, Class B Investor Charge-Offs, Class C Investor Charge-
Offs and Class D Investor Charge-Offs for the preceding Monthly Period, (j)
the amount of the Monthly Servicing Fee for the preceding Monthly Period, and
(k) the aggregate amount of funds in the Excess Funding Account as of the last
day of the Monthly Period immediately preceding the Distribution Date. Unless
and until Definitive Certificates are issued, such reports with respect to the
Series 1998-2 Certificates will be sent to Cede & Co., as registered holder of
the Certificates and the nominee of DTC. Certificate Owners may receive copies
of such reports upon written request, together with a certification that they
are Certificate Owners and payment of reproduction and postage expenses
associated with the distribution of such reports, from the Trustee. See
"Reports to Certificateholders."
 
  The Paying Agent will furnish to each person who at any time during the
preceding calendar year was a Certificateholder of record (which is expected
to be Cede & Co., as nominee for DTC, unless Definitive Certificates are
issued) a statement prepared by the Servicer containing the information
required to be contained in the regular monthly report to Certificateholders,
as set forth in clauses (a), (b), and (c) above aggregated for such calendar
year or the applicable portion thereof during which such person was a
Certificateholder, together with, on or before March 31 of each year, such
customary information (consistent with the treatment of the Certificates as
debt) as the Servicer or Trustee deems necessary or desirable for tax
reporting purposes. Moreover, as long as the Certificateholder of record is
Cede & Co., as nominee for DTC, Certificate Owners will receive tax and other
information from Participants and Indirect Participant rather than from the
Trustee.
 
REPORTS; NOTICES
 
  If the Offered Certificates are listed on the Luxembourg Stock Exchange, the
Trustee will publish or will cause to be published following each Distribution
Date in the Luxemburger Wort a notice to the effect that Servicer's reports
described above will be available for review at the main office of the Listing
Agent of the Trust in Luxembourg, Luxembourg.
 
 
                                      84
Following the listing of the Offered Certificates on the Luxembourg Stock
Exchange, notices to Certificateholders will be given by publication in the
Luxemburger Wort. In the event that Definitive Certificates are issued,
notices to Certificateholders will also be given by mail to the addresses of
such holders as they appear in the certificate register.
 
EVIDENCE AS TO COMPLIANCE
 
  The Pooling and Servicing Agreement provides that on or before March 31 of
each calendar year, the Servicer will cause a firm of independent public
accountants which is a member of the American Institute of Certified Public
Accountants to furnish a report to the effect that such accounting firm has
examined selected documents and records relating to the servicing of the
Accounts in accordance with certain procedures agreed upon with the Servicer,
and that, on the basis of such agreed upon procedures, such firm states that
such servicing was conducted in compliance with the Pooling and Servicing
Agreement during the period covered by such report except for such significant
exceptions or errors in records that, in the opinion of such firm, generally
accepted auditing standards requires it to report.
 
AMENDMENTS
 
  The Pooling and Servicing Agreement and any Supplement may be amended by the
Transferor, the Servicer, and the Trustee, without the consent of
Certificateholders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Pooling and Servicing
Agreement and Supplements or of modifying in any manner the rights of such
Certificateholders; provided that (i) the Transferor delivers an opinion of
counsel acceptable to the trustee to the effect that such amendment will not
adversely affect in any material respect the interest of the
Certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding series.
 
  The Pooling and Servicing Agreement and the Supplement may be amended by the
Transferor, the Servicer, and the Trustee with the consent of the holders of
certificates evidencing undivided interests aggregating not less than 66 2/3%
of the investor interests of each and every Series adversely affected (and
with respect to Series 1998-1, the holders of not less than 66 2/3% of the
Invested Amount of each Class of Certificates adversely affected), for the
purpose of adding any provisions to, changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement, or any Supplement or
of modifying in any manner the rights of certificateholders of any then
outstanding Series. No such amendment, however, may (a) reduce in any manner
the amount of, or delay the timing of, distributions required to be made on
any such Series, (b) change the definition of or the manner of calculating the
interest of any certificateholder of such Series, or (c) reduce the aforesaid
percentage of investor interests the holders of which are required to consent
to any such amendment, in each case without the consent of all
certificateholders of all Series adversely affected. Promptly following the
execution of any amendment to the Pooling and Servicing Agreement, the Trustee
will furnish written notice of the substance of such amendment to each
Certificateholder. Any Supplement and any amendments regarding the addition or
removal of Receivables from the Trust will not be considered an amendment
requiring certificateholder consent under the provisions of the Pooling and
Servicing Agreement and any Supplement.
 
LIST OF CERTIFICATEHOLDERS
 
  Upon written request of Certificateholders representing undivided interests
in the Trust aggregating not less than 10% of the Invested Amount, the Trustee
after having been adequately indemnified by such Certificateholders for its
costs and expenses, and having given the Servicer notice that such request has
been made, will afford such Certificateholders access during business hours to
the current list of Certificateholders of the Trust for purposes of
communicating with other Certificateholders with respect to their rights under
the Pooling and Servicing Agreement. See "--Book-Entry Registration" and "--
Definitive Certificates."
 
 
                                      85
THE TRUSTEE
 
  The Transferor, the Servicer, and their respective affiliates may from time
to time enter into normal banking, lending and trustee relationships with the
Trustee and its affiliates. The Trustee, the Transferor, the Servicer, and any
of their respective affiliates may hold Certificates in their own names. In
addition, for purposes of meeting the legal requirements of certain local
jurisdictions, the Trustee will have the power to appoint a co-trustee or
separate trustees of all or any part of the Trust. In the event of such
appointment, all rights, powers, duties, and obligations conferred or imposed
upon the Trustee by the Pooling and Servicing Agreement will be conferred or
imposed upon the Trustee and such separate trustee or co-trustee jointly, or,
in any jurisdiction in which the Trustee shall be incompetent or unqualified
to perform certain acts, singly upon such separate trustee or co-trustee who
will exercise and perform such rights, powers, duties, and obligations solely
at the direction of the Trustee.
 
  The Trustee may resign at any time, in which event the Transferor will be
obligated to appoint a successor Trustee. The Transferor may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Pooling and Servicing Agreement or if the Trustee becomes insolvent. In such
circumstances, the Transferor will be obligated to appoint a successor
Trustee. Any resignation or removal of the Trustee and appointment of a
successor Trustee does not become effective until acceptance of the
appointment by the successor Trustee.
 
  If the Trustee fails to perform any of its obligations under the Pooling and
Servicing Agreement, and a certificateholder delivers written notice of such
failure to the Trustee, and the Trustee shall not have corrected such failure
for 60 days thereafter, then the holders of investor certificates representing
more than 50% of the aggregate invested amount of all Series (including
related commitments) shall have the right to remove the Trustee and (with the
consent of the Transferor, which shall not be unreasonably withheld) promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee.
 
                     DESCRIPTION OF THE PURCHASE AGREEMENT
 
  The following summary describes certain terms of the Receivables Purchase
Agreement (the "Purchase Agreement") and is qualified in its entirety by
reference to the Purchase Agreement.
 
TRANSFER OF RECEIVABLES
 
  Pursuant to the Purchase Agreement, Green Tree has sold and transferred to
the Transferor all of its right, title and interest in and to all of the
outstanding Receivables and the Collateral Security as of the Cut-off Date and
will sell and transfer all of the Receivables thereafter created. As described
herein, pursuant to the Pooling and Servicing Agreement, the Transferor has
transferred to the Trust all of its right, title and interest in and to the
Purchase Agreement.
 
  In connection with each such sale or transfer of Receivables to the
Transferor, Green Tree will indicate in its computer files that such
Receivables have been sold or transferred to the Transferor, and that such
Receivables have been transferred by the Transferor to the Trust. In addition,
Green Tree will provide to the Transferor a computer file or microfiche or
written list containing a true and complete list of all such Receivables,
identifying the balances of the Receivables as of the Cut-off Date. The
records and agreements relating to such Accounts and Receivables will not be
segregated by Green Tree from other documents and agreements relating to other
accounts and receivables and will not be stamped or marked to reflect the sale
or transfer of such Receivables to the Transferor, but the computer records of
Green Tree will be marked to evidence such sale or transfer. Green Tree will
file UCC financing statements with respect to the Receivables meeting the
requirements of Minnesota state law. See "Risk Factors--Transfer of the
Receivables; Insolvency Risk Considerations" and "Certain Legal Aspects of the
Receivables--Transfer of Receivables."
 
                                      86
REPRESENTATIONS AND WARRANTIES
 
  Pursuant to the Purchase Agreement, Green Tree made certain representations
and warranties to the Transferor that, among other things, (a) it has been
duly incorporated and is in good standing and that it has the authority to
consummate the transactions contemplated by the Purchase Agreement and (b) as
of the Cut-off Date (or, in the case of an Additional Account, as of the
Additional Cut-off Date and Addition Date), each Account or Additional Account
was an Eligible Account.
 
  Pursuant to the Purchase Agreement, Green Tree will make certain
representations and warranties to the Transferor relating to the Receivables
that, among other things, (a) as of the Cut-off Date and each Closing Date,
each of the Accounts was an Eligible Account or, if it was or is an Ineligible
Account on such date, such Account is being removed from the Trust in
accordance with the requirements of the Pooling and Servicing Agreement, and
(b) as of the date any new Receivable is created, such Receivable is an
Eligible Receivable. In the event of a breach of any representation and
warranty set forth in this paragraph which results in an Ineligible Receivable
and the requirement that the Transferor accept retransfer of such Ineligible
Receivable pursuant to the Pooling and Servicing Agreement, then Green Tree
will be obligated to repurchase such Ineligible Receivable from the Transferor
on the date of such retransfer. The purchase price for such Ineligible
Receivable will be the face amount thereof plus any accrued and unpaid
interest thereon, of which at least the amount of any cash deposit required to
be made by the Transferor under the Pooling and Servicing Agreement in respect
of the retransfer of such Ineligible Receivable must be paid in cash.
 
  Pursuant to the Purchase Agreement, Green Tree also made representations and
warranties to the Transferor that, among other things, as of the Closing Date,
(a) the Purchase Agreement constitutes a legal, valid and binding obligation
of Green Tree and (b) the Purchase Agreement constitutes a valid sale or
transfer to the Transferor of all right, title and interest of Green Tree in
and to the Receivables, whether then existing or thereafter created in the
Accounts, the Collateral Security, all related security interests and other
related rights and the proceeds thereof, which is effective as to each
Receivable upon the creation thereof. If the breach of any of the
representations and warranties described in this paragraph results in the
obligation of the Transferor under the Pooling and Servicing Agreement to
accept retransfer of the Receivables, Green Tree will be obligated to
repurchase the Receivables retransferred to Green Tree for an amount of cash
equal to the amount of cash the Transferor is required to deposit under the
Pooling and Servicing Agreement in connection with such retransfer.
 
  Green Tree has agreed to indemnify the Transferor and to hold the Transferor
harmless from and against any and all losses, damages and expenses (including
reasonable attorneys' fees) suffered or incurred by the Transferor if the
foregoing representations and warranties are materially false.
 
CERTAIN COVENANTS
 
  Pursuant to the Purchase Agreement, Green Tree covenants that it will
perform its obligations under the agreements relating to the Receivables and
the Accounts in conformity with its then-current policies and procedures
relating to the Receivables and Accounts.
 
  Green Tree further covenants that, except for the sale and conveyance under
the Purchase Agreement and the interests created under the Pooling and
Servicing Agreement and the Series Supplement, Green Tree will not sell,
pledge, assign or transfer any interest in the Receivables to any other
person. Green Tree also covenants to defend and indemnify the Transferor for
any loss, liability or expense incurred by the Transferor in connection with a
breach by Green Tree of any of its representations, warranties or covenants
contained in the Purchase Agreement.
 
  In addition, Green Tree expressly acknowledges and consents to the
Transferor's assignment of its rights relating to the Receivables under the
Purchase Agreement to the Trustee.
 
 
                                      87
TERMINATION
 
  The Purchase Agreement will terminate immediately after the Trust
terminates. In addition, if Green Tree becomes party to any bankruptcy or
similar proceeding (other than as a claimant) and, if such proceeding is not
voluntary and is not dismissed within 60 days of its institution, Green Tree
will immediately cease to sell or transfer Receivables to the Transferor and
will promptly give notice of such event to the Transferor and to the Trustee.
 
                   CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
 
TRANSFER OF RECEIVABLES
 
  On the Closing Date, Green Tree sold and assigned the Receivables to the
Transferor pursuant to the Purchase Agreement, and the Transferor immediately
sold and assigned the Receivables to the Trust pursuant to the Pooling and
Servicing Agreement. The Transferor represented and warranted on the Closing
Date that such sale to the Trust constituted a valid transfer and assignment
to the Trust of all right, title and interest of the Transferor in and to the
Receivables, except for the interest of any investor certificate of any Series
then held by it, or the grant to the Trust of a security interest in the
Receivables. The Transferor has also represented and warranted in the Pooling
and Servicing Agreement that, in the event the transfer of the Receivables by
the Transferor to the Trust is deemed to create a security interest under the
UCC, there will exist a valid, subsisting, and enforceable first priority
perfected security interest in such Receivables created thereafter in favor of
the Trust on and after their creation, subject to certain tax liens. For a
discussion of the Trust's rights arising from these representations and
warranties not being satisfied, see "Description of the Offered Certificates--
Representations and Warranties."
 
  Each of Green Tree and the Transferor has represented that the Receivables
are "general intangibles," "chattel paper" or "accounts" for purposes of the
UCC as in effect in Minnesota. If the Receivables are deemed to be general
intangibles and the transfer thereof by either Green Tree to the Transferor or
by the Transferor to the Trust is deemed to be a sale, Minnesota common law
applies and neither possession nor a financing statement is required. If the
Receivables are deemed to be general intangibles and the transfer thereof by
either Green Tree to the Transferor or by the Transferor to the Trust is
deemed to create a security interest, the UCC as in effect in Minnesota
applies and the transferee must file an appropriate financing statement or
statements in order to perfect its interest therein. If the Receivables are
deemed to be chattel paper and the transfer thereof by either Green Tree to
the Transferor or by the Transferor to the Trust is deemed either to be a sale
or to create a security interest, the UCC as in effect in Minnesota applies
and the transferee must either take possession of the chattel paper or file an
appropriate financing statement or statements in order to perfect its interest
therein. If the Receivables are treated as accounts and the transfer thereof
by either by Green Tree to the Transferor or the Transferor to the Trust is
deemed either to be a sale or create a security interest, the transferee must
file an appropriate financing statement or statements in order to perfect its
interest therein under the UCC as in effect in Minnesota. Financing statements
covering the Receivables will be filed under the UCC as in effect in Minnesota
by both the Transferor and the Trust to perfect their respective interests in
the Receivables and continuation statements will be filed as required to
continue the perfection of such interests. The Receivables will not be stamped
to indicate the interest of the Transferor or the Trustee.
 
  There are certain limited circumstances under the UCC and other applicable
law in which prior or subsequent transferees of Receivables could have an
interest in such Receivables with priority over the Trust's interest. A
purchaser of the Receivables that are chattel paper who gives new value and
takes possession of the instruments that evidence the Receivables (i.e., the
chattel paper) in the ordinary course of such purchaser's business may, under
certain circumstances, have priority over the interest of the Trust in such
Receivable. Under the Purchase Agreement, Green Tree warrants to the
Transferor, and under the Agreement and Series 1998-2 Supplement the
Transferor warrants to the Trust, that the Receivables have been transferred
free and clear of the lien of any third party. Each of Green Tree and the
Transferor will also covenant that it will not sell, pledge, assign, transfer
or grant any lien on any Receivable or, except as described under "Description
of the Offered
 
                                      88
Certificates--Exchanges," the Exchangeable Transferor's Certificate (or any
interest therein) other than to the Trust. A tax or other government lien on
property of Green Tree or the Transferor arising prior to the time a
Receivable comes into existence may also have priority over the interest of
the Trust in such Receivable. In addition, while Green Tree is the Servicer,
cash collections on the Receivables may, under certain circumstances, be
commingled with the funds of Green Tree prior to each Distribution Date and,
in the event of bankruptcy of Green Tree, the Trust may not have a perfected
interest in such collections.
 
CERTAIN MATTERS RELATING TO BANKRUPTCY
 
  Green Tree warrants to the Transferor in the Purchase Agreement that the
sale of the Receivables by it to the Transferor is a valid sale of the
Receivables to the Transferor. In addition, pursuant to the Purchase
Agreement, Green Tree and the Transferor will agree to treat the transactions
described herein as a sale of such Receivables to the Transferor, and Green
Tree will take all actions that are required under Minnesota law to perfect
the Transferor's ownership interest in the Receivables. Notwithstanding the
foregoing, if Green Tree were to become a debtor in a bankruptcy case and a
creditor or trustee-in-bankruptcy of Green Tree or Green Tree itself as
debtor-in-possession were to take the position that the sale of Receivables
from Green Tree to the Transferor should be recharacterized as a pledge of
such Receivables to secure a borrowing from Green Tree, then delays in
payments of collections of Receivables to the Transferor could occur or
(should the court rule in favor of any such trustee, debtor-in-possession or
creditor) reductions in the amount of such payments could result.
 
  In addition, if Green Tree were to become a debtor in a bankruptcy case and
a creditor or trustee-in-bankruptcy of such debtor or Green Tree itself were
to request a court to order that Green Tree should be substantively
consolidated with the Transferor, delays in payments on the Certificates could
result. Should the bankruptcy court rule in favor of any such creditor,
trustee-in-bankruptcy or Green Tree, reductions in such payments could result.
 
  The Transferor will warrant to the Trust that the transfer of the
Receivables to the Trust is a sale of the Receivables to the Trust or the
grant of a security interest in the Receivables to the Trust. The Transferor
is required to take all actions that are required under Minnesota law to
perfect the Trust's ownership interest or security interest in the Receivables
and the Transferor will warrant to the Trust that the Trust will at all times
have a first priority perfected ownership interest or security interest
therein and, with certain exceptions, the proceeds thereof. Nevertheless, a
tax or government lien on property of Green Tree or the Transferor arising
prior to the time a Receivable is conveyed to the Trust may have priority over
the interest of the Trust in such Receivable. The Transferor's certificate of
incorporation provides that, under certain circumstances, the Transferor is
required to have two independent directors (as defined therein) in which event
it shall not file a voluntary application for relief under Title 11 of the
United States Code (the "Bankruptcy Code") without the affirmative vote of its
two independent directors. Pursuant to the Pooling and Servicing Agreement,
the Trustee, all certificateholders and any credit enhancement provider with
respect to any other series will covenant that they will not at any time
institute against the Transferor any bankruptcy, reorganization or other
proceedings under any federal or state bankruptcy or similar law.
Notwithstanding such steps, if the Transferor were to become a debtor in a
bankruptcy case, and a bankruptcy trustee for the Transferor or the Transferor
as debtor in possession or a creditor of the Transferor were to take the
position that the transfer of the Receivables from the Transferor to the Trust
should be recharacterized as a pledge of such Receivables, then delays in
payments on the Certificates or (should the court rule in favor of any such
trustee, debtor in possession or creditor) reductions in the amount of such
payments could result.
 
  The Transferor does not intend to file, and Green Tree will agree that it
will not cause the Transferor to file, a voluntary application for relief
under the Bankruptcy Code or any similar applicable state law with respect to
the Transferor so long as the Transferor is solvent and does not foresee
becoming insolvent.
 
  If Green Tree or the Transferor were to become a debtor in a bankruptcy case
causing a Pay Out Event to occur, then, pursuant to the Purchase Agreement,
new Receivables would no longer be transferred to the
 
                                      89
Transferor and, pursuant to the Pooling and Servicing Agreement, only
collections on Receivables theretofore sold to the Transferor and transferred
to the related Trust would be available to be applied to pay interest accruing
on the Certificates and to pay the principal amount of the Certificates. Under
such circumstances, the Servicer is obligated to allocate all Principal
Collections to the oldest principal balance first. If such allocation method
were to be altered by the bankruptcy court, the rate of payment on the
Certificates might be adversely affected. In addition, distributions of
principal on each Certificate would not be subject to the applicable
Controlled Accumulation Amount. If the only Pay Out Event to occur is either
the insolvency of the Transferor or the appointment of a bankruptcy trustee or
receiver for the Transferor, the receiver or bankruptcy trustee for the
Transferor may have the power to continue to require the Transferor to
transfer new Principal Receivables to the Trust and to prevent the early sale,
liquidation, or disposition of the Receivables and the commencement of the
Early Amortization Period. See "Description of the Offered Certificates--Pay
Out Events."
 
  The occurrence of certain events of bankruptcy, insolvency or receivership
with respect to the Servicer will result in a Servicer Default, which Servicer
Default, in turn, will result in a Pay Out Event. If no other Servicer Default
other than the commencement of such bankruptcy or similar event exists, a
trustee-in-bankruptcy of the Servicer may have the power to prevent either the
Trustee or the Certificateholders from appointing a successor Servicer.
 
  Payments made in respect of repurchases of Receivables by Green Tree or the
Transferor pursuant to the Pooling and Servicing Agreement and the Series
1998-2 Supplement may be recoverable by Green Tree or the Transferor, as
debtor in possession, or by a creditor or a trustee-in-bankruptcy of Green
Tree or the Transferor as a preferential transfer from Green Tree or the
Transferor if such payments are made within one year prior to the filing of a
bankruptcy case in respect of Green Tree or the Transferor.
 
  In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir. 1993), the
United States Court of Appeals for the 10th Circuit suggested that even where
a transfer of accounts from a seller to a buyer constitutes a "true sale," the
accounts would nevertheless constitute property of the seller's bankruptcy
estate in a bankruptcy of the seller. If Green Tree or the Transferor were to
become subject to a bankruptcy proceeding and a court were to follow the
Octagon court's reasoning, Certificateholders might experience delays in
payment or possibly losses in their investment in the Certificates. Counsel
has advised the seller that the reasoning of the Octagon case appears to be
inconsistent with established precedent and the UCC. In addition, because
Green Tree, the Transferor, the Trust and the transaction governed by the
Pooling and Servicing Agreement do not have any particular link to the 10th
Circuit, it is unlikely that Green Tree or the Transferor would be subject to
a receivership proceeding in the 10th Circuit. Accordingly, the Octagon case
should not be binding precedent on a court in a receivership proceeding.
 
SECURITY INTERESTS IN THE RELATED PRODUCTS
 
  The Transferor represents and warrants in the Pooling and Servicing
Agreement that each Receivable is at the time of creation secured by a first
priority security interest in the related product or accounts receivable.
Generally, under applicable state laws, a security interest in goods or
accounts receivable which secure wholesale financing obligations may be
perfected by the filing of UCC financing statements. Green Tree endeavors to
take all actions necessary under applicable state laws to perfect Green Tree's
(or a subsidiary's) security interest in such goods and accounts receivable.
However, at the time a product is sold or an account receivable is paid, Green
Tree's (or a subsidiary's) security interest therein will terminate.
Therefore, if a Dealer fails to remit to Green Tree amounts owed with respect
to a product that has been sold or an account receivable that has been paid,
the related Receivables will no longer be secured by such goods or accounts
receivable.
 
                                      90
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
  Set forth below is a discussion of the material federal income tax
consequences to Certificate Owners. This discussion is based upon present
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the
regulations promulgated thereunder, and judicial or ruling authority, all of
which are subject to change (which may be retroactive). Dorsey & Whitney LLP,
counsel to Green Tree and the Transferor ("Counsel"), is delivering its
opinion regarding certain federal income tax matters discussed below. The
opinion of Counsel specifically addresses only those issues specifically
identified below as being covered by such opinion; however, the opinion of
Counsel also states that the additional discussion set forth below accurately
sets forth Counsel's advice with respect to material tax issues. No ruling on
any of the issues discussed below will be sought from the Internal Revenue
Service (the "IRS"). This discussion does not deal with all aspects of federal
income taxation that may be relevant to Offered Certificate Owners in light of
their personal investment circumstances, nor to certain types of owners
subject to special treatment under the federal income tax laws (e.g., banks,
life insurance companies and tax-exempt organizations). Prospective investors
are encouraged to consult their own tax advisors with regard to the federal
income tax consequences of owning and disposing of the Certificates, as well
as the tax consequences arising under the laws of any applicable state,
foreign country or other jurisdiction.
 
  Treatment of the Certificates as Indebtedness of the Transferor. The
Transferor and the holders of Certificates will express in the Pooling and
Servicing Agreement the intent that, for federal, state and local income and
franchise tax purposes, the Offered Certificates will be indebtedness secured
by the Receivables and any other Trust assets allocable to the Offered
Certificates. The Transferor, by entering into the Pooling and Servicing
Agreement, and each Offered Certificate Owner, by the acceptance of an
interest in an Offered Certificate, will agree to treat the Offered
Certificates as indebtedness for federal, state and local income and franchise
tax purposes. The Pooling and Servicing Agreement generally will refer to the
transfer of the related Receivables as a "sale," however, and since different
criteria are used in determining the nontax accounting treatment of the
transaction, the Transferor will treat the Pooling and Servicing Agreement,
for certain nontax purposes, as effecting a transfer of an ownership interest
in the Receivables and not as creating a debt obligation.
 
  A basic premise of federal income tax law is that the economic substance of
a transaction generally determines the tax consequences. The form of a
transaction, while a relevant factor, is not conclusive evidence of its
economic substance. In appropriate circumstances, the courts have allowed
taxpayers, as well as the IRS, to treat a transaction in accordance with its
economic substance, as determined under federal income tax law, even though
the participants in the transaction have characterized it differently for
nontax purposes.
 
  The determination of whether the economic substance of a property transfer
is a sale or a loan secured by the transferred property has been made by the
IRS and the courts on the basis of numerous factors designed to determine
whether the transferor has relinquished (and the transferee has obtained)
substantial incidents of ownership in the property. Among those factors, the
primary factors examined are whether the transferee has the opportunity to
gain if the property increases in value and bears the risk of loss if the
property decreases in value. Based upon an analysis of such factors, Counsel's
opinion provides that for federal income tax purposes the Offered Certificates
will be characterized as indebtedness secured by the Receivables and any other
Trust assets, and the Trust will not be characterized as an "association,"
"publicly traded partnership" or "taxable mortgage pool" taxable as a
corporation.
 
  Interest Income to Certificate Owners. Assuming the Offered Certificates are
debt obligations for federal income tax purposes, interest on the Offered
Certificates will be taxable as ordinary interest income when received by
Certificate Owners utilizing the cash-basis method of accounting and when
accrued by Certificate Owners utilizing the accrual method of accounting.
Under the applicable regulations, the Offered Certificates would be considered
issued with original issue discount ("OID") if the "stated redemption price at
maturity" of an Offered Certificate (generally equal to its principal amount
as of the date of issuance plus all interest other than "qualified stated
interest" payable prior to or at maturity) exceeds the original issue price
(in this case, the initial offering price at which a substantial amount of the
Offered Certificates are sold to the public). Any OID would be considered de
minimis under the regulation if it does not exceed 1/4% of the stated
redemption price at
 
                                      91
maturity of an Offered Certificate multiplied by the number of full years
until its maturity date. It is anticipated that the Offered Certificates will
not be considered issued with more than de minimis OID. Under the OID
regulations, an owner of an Offered Certificate issued with a de minimis
amount of OID must include such OID in income, on a pro rata basis, as
principal payments are made on the Offered Certificate.
 
  While it is not anticipated that the Offered Certificates will be issued
with more than de minimis OID, it is possible that they will be so issued or
will be deemed to be issued with OID. This deemed OID could arise, for
example, if interest payments on the Offered Certificates are not deemed to be
"qualified stated interest" because the Offered Certificates do not provide
for default remedies ordinarily available to holders of debt instruments or
because no penalties are imposed as a result of any failure to make interest
payments on the Offered Certificates. In addition, under the OID regulations,
certain variable interest rates, including rates based upon the weighted
average interest rate of the Receivables, may not be treated as qualified
stated interest. Based upon existing authority, however, the Transferor and
the Trustee will treat interest payments on the Offered Certificates as
qualified stated interest under the OID regulations. If the Offered
Certificates are issued or are deemed to be issued with OID, all or a portion
of the taxable income to be recognized with respect to the Offered
Certificates would be includible in the income of Certificate Owners as OID.
Any amount treated as OID would not, however, be includible again when the
amount is actually received. If the yield on a class of Offered Certificates
were not materially different from its coupon, this treatment would have no
significant effect on Certificate Owners using the accrual method of
accounting. However, cash method Certificate Owners may be required to report
income with respect to the Offered Certificates in advance of the receipt of
cash attributable to such income.
 
  A Certificate Owner must include OID in income as interest over the term of
the Offered Certificate under a constant yield method. In general, OID must be
included in income in advance of the receipt of cash representing that income.
Each Certificate Owner should consult its own tax advisor regarding the impact
of the OID rules if the Offered Certificates are issued with OID.
 
  A Certificate Owner who purchases an Offered Certificate at a discount may
be subject to the "market discount" rules of the Code. These rules provide, in
part, for the treatment of gain attributable to accrued market discount as
ordinary income upon the receipt of partial principal payments or on the sale
or other disposition of the Offered Certificate, and for the deferral of
interest deductions with respect to debt incurred to acquire or carry the
market discount Offered Certificate. A Certificate Owner who purchases an
Offered Certificate at a premium may elect to amortize and deduct this premium
over the remaining term of the Offered Certificate in accordance with rules
set forth in Section 171 of the Code.
 
  As an alternative to the above treatments, accrual method Certificate Owners
may elect to include in gross income all interest with respect to an Offered
Certificate, including stated interest, acquisition discount, OID, de minimis
OID, market discount, de minimis market discount, and unstated interest, as
adjusted by any amortizable bond premium or acquisition premium, using the
constant yield method.
 
  Disposition of Offered Certificates. Generally, gain or loss will be
recognized on a sale or other taxable disposition of Offered Certificates in
an amount equal to the difference between the amount realized and the seller's
tax basis in the Offered Certificates. A Certificate Owner's tax basis in an
Offered Certificate will generally equal the cost thereof increased by any
OID, market discount and gain previously included by such Certificate Owner in
income with respect to the Offered Certificate and decreased by any bond
premium previously amortized and any principal payments previously received by
such Certificate Owner with respect to the Offered Certificate. Any such gain
or loss will be capital gain or loss if the Offered Certificate was held as a
capital asset, except for gain representing accrued interest and accrued
market discount not previously included in income. Any such capital gain would
be taxed at long-term rates if the Offered Certificate is held for more than
18 months, at mid-term rates if held for more than 12 but not more than 18
months and at short-term rates if held for not more than 12 months.
 
 
                                      92
Information Reporting and Backup Withholding. The Trustee will be required
to report annually to the IRS, and to each Offered Certificateholder of
record, the amount of interest paid on the Offered Certificates (and the
amount of interest withheld for federal income taxes, if any) for each
calendar year, except as to exempt holders (generally, holders that are
corporations, tax-exempt organizations, qualified pension and profit-sharing
trusts, individual retirement accounts, or nonresident aliens who provide
certification of their status as nonresidents). As long as the only
"Certificateholder" of record is Cede & Co., as nominee for DTC, Certificate
Owners and the IRS will receive tax and other information only from
Participants and Indirect Participants rather than from the Trustee. Each
nonexempt Offered Certificate Owner will be required to provide, under
penalties of perjury, a certificate on IRS Form W-9 containing the Owner's
name, address, federal taxpayer identification number and a statement that
such Owner is not subject to backup withholding. Should a nonexempt Offered
Certificate Owner fail to provide the required certification, the Trustee (or
the Participants or Indirect Participants) will be required to withhold (or
cause to be withheld) 31% of the interest (and principal) otherwise payable to
the Owner, and remit the withheld amounts to the IRS as a credit against the
Owner's federal income tax liability.
 
  Possible Classification of the Trust as a Partnership or Association. As
described above, it is the opinion of Counsel that for federal income tax
purposes the Offered Certificates will be characterized as debt and the Trust
will not be characterized as an association, publicly traded partnership or
taxable mortgage pool taxable as a corporation. However, this opinion is not
binding on the IRS and no assurance can be given that this characterization
will be sustained.
 
  If the IRS were to contend successfully that any class of Certificates is
not debt for federal income tax purposes, the Trust might be classified for
federal income tax purposes as a partnership, an association taxable as a
corporation, or a publicly traded partnership taxable as a corporation. In the
opinion of Counsel, if the Class C Certificates were sold to investors and the
IRS were to contend successfully that the Class C Certificates were not debt
for federal income tax purposes (assuming that neither the Class A or Class B
Certificates, nor certificates of any other outstanding series, were also
recharacterized) the arrangement among the Transferor and the Class C
Certificateholders would be classified as a partnership for federal income tax
purposes and would not be treated as a publicly traded partnership because of
an exception for (i) an entity whose income is interest income that is not
derived in the conduct of a financial business or (ii) partnership interests
that are privately placed. In such case, the partnership would not be subject
to federal income tax. If the Class A or Class B Certificates are treated as
equity interests in a partnership, the partnership would in all likelihood be
treated as a publicly traded partnership. A publicly traded partnership is, in
general, taxable as a corporation. If the partnership were nevertheless not
taxable as a corporation because of an exception for an entity whose income is
interest income that is not derived in the conduct of a financial business, it
would not be subject to federal income tax. Rather, each item of income, gain,
loss, deduction and credit generated through the ownership of the Receivables
by the partnership would be passed through to the partners in the partnership
(including the Certificate Owners) according to their respective interests
therein.
 
  The income reportable by the Offered Certificate Owners as partners in such
a partnership could differ from the income reportable by them as holders of
debt. However, except as provided below, it is not expected that such
differences would be material. If the Offered Certificate Owners were treated
as partners, a cash-basis Certificate Owner might be required to report income
when it accrues to the partnership rather than when it is received by the
Certificate Owner. Moreover, if the Offered Certificates are interests in a
partnership, an individual Certificate Owner's share of expenses of the
partnership would be miscellaneous itemized deductions that might not be
deductible in whole or in part, causing the Certificate Owner to be taxable on
a greater amount of income than the stated interest on the Offered
Certificates. Finally, if any class of Certificates is treated as equity in a
partnership in which other Certificates are debt, all or part of a tax-exempt
Certificate Owner's share of income from Certificates treated as equity would
be treated as unrelated debt-financed income taxable to the Certificate Owner.
 
  Alternatively, if the Trust were treated as either an association taxable as
a corporation, a publicly traded partnership or taxable mortgage pool taxable
as a corporation, the resulting entity would be subject to federal income
taxes at corporate tax rates on its taxable income generated by ownership of
the Receivables.
 
                                      93
Distributions by the entity (other than interest distributions on classes of
Certificates properly characterized as debt) would probably not be deductible
in computing the entity's taxable income. Such an entity-level tax could
result in reduced distributions to Offered Certificate Owners, and the Offered
Certificate Owners could be liable for a share of such a tax. Moreover, all or
part of the distributions on Certificates treated as equity would probably be
treated as dividend income to the recipients, although such dividends might,
under certain circumstances, be eligible for the dividends received deduction
under the Code.
 
  Since the Transferor will treat the Offered Certificates as indebtedness for
federal income tax purposes, the Trustee (and Participants and Indirect
Participants) will not comply with the tax reporting requirements that would
apply under these alternative characterizations of the Offered Certificates.
 
  Foreign Investors. If, in accordance with the opinion of Counsel, the
Offered Certificates are classified as debt for federal income tax purposes,
the following information describes the federal income tax treatment of
investors that are not U.S. persons (each a "Foreign Person"). The term
"Foreign Person" means any person other than (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity organized in or
under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is includible in gross income for U.S.
federal income tax purposes, regardless of its source or (iv) a trust if (A) a
court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust or (B) the trust
was in existence on August 20, 1996, was treated as a United States person at
that time and has in effect an election to continue to be so treated.
 
    (a) Interest paid or accrued to a Foreign Person would be exempt from
  U.S. withholding taxes (including backup withholding taxes); provided that
  the Foreign Person complies with applicable identification requirements
  (and does not actually or constructively own 10% or more of the voting
  stock of Green Tree, is not a controlled foreign corporation with respect
  to Green Tree and is not a bank receiving interest described in Section
  881(c)(3)(A) of the Code). Applicable identification requirements will be
  satisfied if there is delivered to a securities clearing organization (or
  bank or other financial institution that holds the Offered Certificates on
  behalf of the customer in the ordinary course of its trade or business) (i)
  IRS Form W-8 signed under penalties of perjury by the beneficial owner of
  the Offered Certificates stating that the owner is not a U.S. person and
  providing the owner's name and address, (ii) IRS Form 1001 signed by the
  beneficial owner of the Offered Certificates or the owner's agent claiming
  exemption from withholding under an applicable tax treaty, or (iii) IRS
  Form 4224 signed by the beneficial owner of the Offered Certificates or the
  owner's agent claiming exemption from withholding of tax on income
  connected with the conduct of a trade or business in the United States;
  provided that in any such case (x) the applicable form is delivered
  pursuant to applicable procedures and is properly transmitted to the United
  States entity otherwise required to withhold tax and (y) none of the
  entities receiving the form has actual knowledge that the owner is a U.S.
  person or that any certification on the form is false.
 
    (b) An owner of an Offered Certificate who is a Foreign Person will not
  be subject to United States federal income tax on gain realized on the
  sale, exchange or redemption of the Offered Certificate, provided that (i)
  the gain is not effectively connected to a trade or business carried on by
  the owner in the United States, (ii) in the case of an owner who is an
  individual, the owner is not present in the United States for 183 days or
  more during the taxable year in which the sale, exchange or redemption
  occurs, (iii) in the case of gain representing accrued interest, the
  conditions described in clause (a) are satisfied, and (iv) the Offered
  Certificate was held as a capital asset.
 
    (c) If the interest, gain or income on an Offered Certificate held by a
  Foreign Person is effectively connected with the conduct of a trade or
  business in the United States by the Foreign Person, the holder (although
  exempt from the withholding tax previously discussed if an appropriate
  statement is furnished) generally will be subject to United States federal
  income tax on the interest, gain or income at regular federal income tax
  rates. In addition, if the Foreign Person is a foreign corporation, it may
  be subject to a branch profits tax equal to 30 percent of its "effectively
  connected earnings and profits" within the meaning
 
                                      94
of the Code for the taxable year, as adjusted for certain items, unless it
  qualifies for a lower rate under an applicable tax treaty.
 
    (d) An Offered Certificate owned by an individual who at the time of
  death is a nonresident alien will not be subject to United States federal
  estate tax as a result of the owner's death if, immediately before his
  death, (i) the decedent did not actually or constructively own 10% or more
  of the voting stock of Green Tree Financial Corporation and (ii) the
  ownership of the Offered Certificate was not effectively connected with the
  conduct by the decedent of a trade or business in the United States.
 
  Final regulations dealing with withholding tax on income paid to foreign
persons, backup withholding tax, and related matters (the "New Withholding
Regulations") were issued by the Treasury Department on October 6, 1997. The
New Withholding Regulations will generally be effective for payments made
after December 31, 1998, subject to certain transition rules. In certain
circumstances, the New Withholding Regulations may impose stricter
certification requirements than the regulations presently in effect.
Prospective holders of Offered Certificates are urged to consult their own tax
advisors with respect to the New Withholding Regulations.
 
  If the IRS were to contend successfully that the Offered Certificates are
equity interests in a partnership (not taxable as a corporation), an Offered
Certificate Owner that is a Foreign Person might be required to file a U.S.
income tax return and pay tax on its share of partnership income at regular
U.S. rates, including, in the case of a corporation, the branch profits tax
(and would be subject to withholding tax on its share of partnership income).
If the Offered Certificates are recharacterized as equity interests in an
association taxable as a corporation or a publicly traded partnership taxable
as a corporation, an owner who is a Foreign Person would generally be taxed
(and be subject to withholding) on the gross amount of the distributions on
the Offered Certificates, to the extent they are treated as dividends, at the
rate of 30% (unless the rate is reduced by applicable treaty).
 
STATE AND LOCAL TAX CONSEQUENCES
 
  The activities to be undertaken by the Servicer in servicing and collecting
the Receivables will take place in Minnesota. The State of Minnesota imposes
an income tax on individuals, trusts and estates and a franchise tax measured
by net income on corporations. This discussion of Minnesota taxation is based
upon current statutory provisions and the regulations promulgated thereunder,
and applicable judicial or ruling authority, all of which are subject to
change (which may be retroactive). No ruling on any of the issues discussed
below will be sought from the Minnesota Department of Revenue.
 
  If the Offered Certificates are treated as debt for federal income tax
purposes, in the opinion of Counsel this treatment will also apply for
Minnesota tax purposes, and the Trust will not be characterized as an
association, publicly traded partnership or taxable mortgage pool taxable as a
corporation for Minnesota tax purposes. Certificate Owners not otherwise
subject to Minnesota income or franchise taxation would not become subject to
such a tax solely because of their ownership of the Offered Certificates.
Certificate Owners already subject to income or franchise taxation in
Minnesota could, however, be required to pay such a tax on all or a portion of
the income generated from ownership of the Offered Certificates.
 
  If the Trust is treated as a partnership (not taxable as a corporation) for
federal income tax purposes, in the opinion of Counsel the Trust would also be
treated as such a partnership for Minnesota income tax purposes. The
partnership therefore would not be subject to Minnesota taxation. Certificate
Owners that are not otherwise subject to Minnesota income or franchise
taxation would not become subject to such a tax solely because of their
interests in the constructive partnership. Certificate Owners already subject
to income or franchise taxation in Minnesota could, however, be required to
pay such a tax on all or a portion of the income from the constructive
partnership.
 
  If the Offered Certificates are treated as ownership interests in an
association or publicly traded partnership taxable as a corporation, in the
opinion of Counsel this treatment would also apply for Minnesota income and
franchise tax purposes. Pursuant to this treatment, the Trust would be subject
to the Minnesota franchise tax
 
                                      95
measured by net income (which could result in reduced distributions to
Certificate Owners). Certificate Owners that are not otherwise subject to
Minnesota income or franchise taxation would not become subject to such a tax
solely because of their interests in the constructive corporation. Certificate
Owners already subject to income or franchise taxation in Minnesota could,
however, be required to pay such a tax on all or a portion of the income from
the constructive corporation.
 
  Because state tax laws vary, it is not possible to describe the tax
consequences to the Certificate Owners in all of the states. Certificate
Owners are therefore urged to consult their own tax advisors with respect to
the state tax treatment of the Offered Certificates and income derived
therefrom.
 
                     EMPLOYEE BENEFIT PLAN CONSIDERATIONS
 
  Section 406 of ERISA and Section 4975 of the Code prohibit a pension, profit
sharing or other employee benefit plan that is subject to such provisions from
engaging in certain transactions involving "plan assets" with persons that are
"parties in interest" under ERISA or "disqualified persons" under the Code
with respect to the plan. ERISA also imposes certain duties on persons who are
fiduciaries of plans subject to ERISA and prohibits certain transactions
between a plan and parties in interest with respect to such plans. Under
ERISA, any person who exercises any authority or control respecting the
management or disposition of the assets of a plan is considered to be a
fiduciary of such plan (subject to certain exceptions not here relevant). A
violation of these "prohibited transaction" rules may generate excise tax and
other liabilities under ERISA and the Code for such persons.
 
  Plan fiduciaries must determine whether the acquisition and holding of the
Offered Certificates and the operations of the Trust would result in direct or
indirect prohibited transactions under ERISA and the Code. The operations of
the Trust could result in prohibited transactions if Benefit Plans that
purchase the Offered Certificates are deemed to own an interest in the
underlying assets of the Trust. There may also be an improper delegation of
the responsibility to manage Benefit Plan assets if Benefit Plans that
purchase the Offered Certificates are deemed to own an interest in the
underlying assets of the Trust.
 
  Pursuant to a final regulation (the "Final Regulation") issued by the
Department of Labor (the "DOL") concerning the definition of what constitutes
the "plan assets" of an employee benefit plan subject to Title I of ERISA or
Section 4975 of the Code, or an individual retirement account ("IRA")
(collectively referred to as "Benefit Plans"), the assets and properties of
certain entities in which a Benefit Plan makes an equity investment could be
deemed to be assets of the Benefit Plan in certain circumstances. Accordingly,
if Benefit Plans purchase Offered Certificates, the Trust could be deemed to
hold plan assets unless one of the exceptions under the Final Regulation is
applicable to the Trust.
 
  The Final Regulation applies to the purchase by a Benefit Plan of an "equity
interest" in an entity. Assuming that interests in Offered Certificates are
equity interests, the Final Regulation contains an exception that provides
that if a Benefit Plan acquires a "publicly offered security," the issuer of
the security is not deemed to hold plan assets. A publicly offered security is
a security that is (i) freely transferable, (ii) part of a class of securities
that is owned by 100 or more investors independent of the issuer and of one
another and (iii) either is (A) part of a class of securities registered under
Section 12(b) or 12(g) of the Exchange Act or (B) sold to the plan as part of
an offering of securities to the public pursuant to an effective registration
statement under the Securities Act and the class of securities of which such
security is a part is registered under the Exchange Act within 120 days (or
such later time as may be allowed by the Commission) after the end of the
fiscal year of the issuer during which the offering of such securities to the
public occurred. In addition, the Final Regulation provides that if at all
times less that 25% of the value of all classes of equity interests in
Certificates are held by benefit plan investors (which is defined as including
plans subject to ERISA, government plans and IRA's), the investing plan's
assets will not include any of the underlying assets of the Trust.
 
 
                                      96
The Underwriter of the Class A Certificates and the Class B Certificates
expects that the Offered Certificates will not be held by at least 100
persons. Consequently, the publicly offered security exception contained in
the Final Regulation will not be met with respect to the Offered Certificates.
Consequently, no transfer of an Offered Certificate will be permitted to be
made to a Benefit Plan unless such Benefit Plan, at its expense, delivers to
the Trustee and the Transferor an opinion of counsel satisfactory to them to
the effect that the purchase or holding of an Offered Certificate by such
Benefit Plan will not result in the assets of the Trust being deemed to be
"assets of the Benefit Plan" or subject to the prohibited transaction
provisions of ERISA and the Code and will not subject the Trustee, the
Transferor or the Servicer to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement. Unless such opinion is delivered, each
person acquiring an Offered Certificate or the beneficial ownership of an
Offered Certificate will be deemed to represent to the Trustee, the Transferor
and the Servicer that such person is not a Benefit Plan subject to ERISA or
Section 4975 of the Code.
 
  If interests in a Class of the Offered Certificates fail to meet the
criteria of publicly offered securities, the Trust's assets may be deemed to
include assets of Benefit Plans that are holders of the Certificates of such
Class, and transactions involving the Trust and "parties in interest" or
"disqualified persons" with respect to such Benefit Plans might be prohibited
under Section 406 of ERISA and Section 4975 of the Code unless an exemption is
applicable. In addition, the Transferor or the Underwriter may be considered
to be a party in interest, disqualified person or fiduciary with respect to an
investing Benefit Plan. Accordingly, an investment by a Benefit Plan in
Offered Certificates may be a prohibited transaction under ERISA and the Code
unless such investment is subject to a statutory or administrative exemption.
Thus, for example, if a participant in any Benefit Plan is an Obligor, under
DOL interpretations the purchase of interests in Offered Certificates by such
plan could constitute a prohibited transaction. Five class exemptions issued
by the DOL that could apply in such event are DOL Prohibited Transaction
Exemption 84-14 (Class Exemption for Plan Asset Transactions Determined by
Independent Qualified Professional Asset Managers), 91-38 (Class Exemption for
Certain Transactions Involving Bank Collective Investment Funds), 90-1 (Class
Exemption for Certain Transactions Involving Insurance Company Pooled Separate
Accounts), 95-60 (Class Exemption for Certain Transactions Involving Insurance
Company General Accounts) and 96-23 (Class Exemption for Plan Asset
Transactions Determined by In-house Asset Managers). There is no assurance
that these exemptions even if all of the conditions specified therein are
satisfied, or any other exemption will apply to all transactions involving the
Trust's assets.
 
  In light of the foregoing, fiduciaries of a Benefit Plan considering the
purchase of interests in Offered Certificates should consult their own counsel
as to whether the assets of the Trust which are represented by such interests
would be considered plan assets, and whether, under the general fiduciary
standards of investment prudence and diversification, an investment in Offered
Certificates is appropriate for the Benefit Plan taking into account the
overall investment policy of the Benefit Plan and the composition of the
Benefit Plan's investment portfolio. In addition, fiduciaries should consider
the consequences that would apply if the Trust's assets were considered plan
assets, the applicability of exemptive relief from the prohibited transaction
rules, and, whether all conditions for such exemptive relief would be
satisfied. In this regard, purchasers that are insurance companies should
consult with their counsel with respect to the United States Supreme Court
case interpreting the fiduciary responsibility rules of ERISA, John Hancock
Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 144 S.Ct. 517
(1993). In John Hancock, the Supreme Court ruled that assets held in an
insurance company's general account may be deemed to be "plan assets" for
ERISA purposes under certain circumstances. Prospective purchasers should
determine whether the decision affects their ability to make purchases of the
Offered Certificates.
 
                                      97
UNDERWRITING
 
  Subject to the terms and conditions set forth in an Underwriting Agreement
dated      , 1998 (the "Underwriting Agreement"), among the Transferor, Green
Tree and J.P. Morgan Securities Inc. (the "Underwriter"), the Transferor has
agreed to sell to the Underwriter, and the Underwriter has agreed to purchase
from the Transferor, the entire principal amount of the Offered Certificates.
 
 
  In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all the Offered
Certificates offered hereby if any Offered Certificates are purchased.
 
  The Transferor has been advised by the Underwriter that the Underwriter
intends initially to sell the Class A Certificates to a trust with respect to
which the Underwriter will act as depositor. The Transferor has been advised
by the Underwriter that the Underwriter proposes initially to offer the Class
B Certificates to the public at the public offering price set forth on the
cover page of this Prospectus, and to certain dealers at such price less a
concession not in excess of    % of the principal amount of the Class B
Certificates. The Underwriter may allow, and such dealers may reallow, a
discount with respect to the Class B Certificates not in excess of     % of
such principal amount to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
 
  The Underwriting Agreement provides that the Transferor and Green Tree will
indemnify the Underwriter against certain liabilities, including liabilities
under applicable securities laws, or contribute to payments the Underwriter
may be required to make in respect thereof.
 
  The Underwriter has represented and agreed that (i) it has not offered or
sold and, prior to the expiration of the period of six months from the Closing
Date, will not offer or sell any Class A or Class B Certificates to persons in
the United Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulation 1995; (ii) it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 with respect to anything done by
it in relation to the Class A or Class B Certificates in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and
will only issue or pass on in the United Kingdom any document received by it
in connection with the issue of the Class A or Class B Certificates to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995, or is a person
to whom such document may otherwise lawfully be issued or passed on.
 
  In connection with the offering, the Underwriter may engage in transactions
that stabilize, maintain or otherwise affect the price of the Offered
Certificates. Specifically, the Underwriter may overallot the offering,
creating a syndicate short position. The Underwriter may bid for and purchase
Offered Certificates in the open market to cover syndicate short positions. In
addition, the Underwriter may bid for and purchase Offered Certificates in the
open market to stabilize the price of the Offered Certificates. These
activities may stabilize or maintain the market price of the Offered
Certificates above independent market levels. The Underwriter is not required
to engage in these activities, and may end these activities at any time.
 
                        LISTING AND GENERAL INFORMATION
 
  The Transferor has taken all reasonable care to ensure that the information
in this Prospectus in relation to the Transferor, the Trust, the Offered
Certificates and the Servicer is true and accurate in all material respects
and that in relation to the Transferor, the Trust, the Offered Certificates
and the Servicer there are no material facts the omission of which would make
misleading any statement herein, whether fact or opinion. The Transferor
accepts responsibility for the information contained in this Prospectus.
 
 
                                      98
Application has been made to list the Offered Certificates on the Luxembourg
Stock Exchange. In connection with the listing application, the Certificate of
Incorporation and Bylaws of the Transferor, as well as legal notice relating
to the issuance of the Offered Certificates will be deposited prior to listing
with the Chief Registrar of the District Court of Luxembourg, where copies
thereof may be obtained upon request. Once the Certificates have been so
listed, trading of the Offered Certificates may be effected on the Luxembourg
Stock Exchange. The Class A Certificates and the Class B Certificates have
been accepted for clearance through the facilities of DTC, Cedel and Euroclear
under the following common codes:         for the Class A Certificates and
        for the Class B Certificates. The ISIN number for the Class A
Certificates is              and for the Class B Certificates is             .
 
  The transactions contemplated in this Prospectus were authorized by
resolutions adopted by the Transferor on September 13, 1995, and     , 1998.
 
  There have been no material adverse changes in the composition of the Trust
Portfolio since       , 1998.
 
  Copies of the Purchase Agreement, the Pooling and Servicing Agreement, the
Series 1998-2 Supplement, a form of Floorplan Agreement, the annual report of
independent public accountants described in "Description of the Offered
Certificates--Evidence as to Compliance" in the Prospectus, the documents
listed under "Available Information" and the reports to Certificateholders
referred to under "Reports to Certificateholders" and "Description of the
Offered Certificates--Reports to Certificateholders" in the Prospectus will be
available at the office of the Listing Agent of the Trust in Luxembourg, whose
address is 80, place de la Gare 1616, Luxembourg. Financial information
regarding the Transferor will be included in the consolidated financial
statements of Green Tree Financial Corporation in its Annual Report on Form
10-K for the fiscal year ended December 31, 1997, which will be available at
the office of the Listing Agent in Luxembourg, along with future quarterly and
annual reports of Green Tree Financial Corporation. In the event that the
Listing Agent is changed or replaced, in any manner, the Trustee will publish
or will cause to be published in the Luxemburger Wort a notice to the effect
that a change in the Listing Agent has occurred and other relevant
information.
 
  If the Offered Certificates are listed on the Luxembourg Stock Exchange, the
Trustee will publish or will cause to be published following each Distribution
Date in the Luxemburger Wort a notice to the effect that copies of the
statements described under "Description of the Offered Certificates--Reports
to Certificateholders" will be available for collection at the main office of
the Listing Agent of the Trust in Luxembourg.
 
  If the Offered Certificates are listed on the Luxembourg Stock Exchange, all
notices to Certificateholders will be given by publication in the Luxemburger
Wort. In the event that Definitive Certificates are issued, notices to
Certificateholders will also be given by mail to the address of such holders
as they appear in the Certificate Register.
 
  The Offered Certificates, the Pooling and Servicing Agreement, the 1998-2
Series Supplement and the Receivables Purchase Agreement are governed by the
laws of the State of Minnesota. The Trust was organized under the laws of the
State of Minnesota.
 
  The Certificates, the Pooling and Servicing Agreement and the Series 1998-2
Supplement are governed by the laws of the State of Minnesota.
 
                                 LEGAL MATTERS
 
  The legality of the Offered Certificates will be passed upon for the
Transferor and Green Tree by Dorsey & Whitney LLP, Minneapolis, Minnesota. The
material federal income tax consequences of the Certificates will be passed
upon for the Transferor by Dorsey & Whitney LLP. Certain legal matters
relating to the Offered Certificates will be passed upon for the Underwriter
by Brown & Wood LLP.
 
                                      99
GLOSSARY OF TERMS
 
  There follows abbreviated definitions of certain capitalized terms used in
the Prospectus. The Pooling and Servicing Agreement and the 1998-2 Series
Supplement may contain a more complete definition of certain of the terms
defined herein and reference should be made to the Pooling and Servicing
Agreement and the 1998-2 Series Supplement for a more complete definition of
all such terms.
 
  "ABC Fixed/Floating Allocation Percentage" means, (i) for any business day
on which the Pre-Allocated Invested Amount is greater than zero, zero, and
(ii) for any business day on which the Pre-Allocated Invested Amount is zero,
the percentage equivalent of a fraction, the numerator of which is the sum of
the Class A Invested Amount, the Class B Invested Amount and the Class C
Invested Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the sum of the aggregate amount of
the Pool Balance and the amount on deposit in the Excess Funding Account at
the end of the preceding business day and (b) the sum of the numerators used
to calculate the allocation percentages with respect to Principal Receivables
for all Series.
 
  "ABC Investor Default Amount" means an amount equal to the product of (a)
the sum of the Class A Floating Allocation Percentage, the Class B Floating
Allocation Percentage and the Class C Floating Allocation Percentage
applicable on such business day and (b) the aggregate principal amount of
Defaulted Receivables identified since the prior reporting date.
 
  "Accounts" mean the revolving credit agreements entered into with Green Tree
or one of its subsidiaries by dealers, manufacturers and distributors located
throughout the United States to finance their production and inventory of
consumer and commercial products.
 
  "Accumulation Period Commencement Date" means the first day of the
Monthly Period, if the Accumulation Period Length is four months, the first
day of the          Monthly Period, if the Accumulation Period Length is three
months, the first day of the          Monthly Period, if the Accumulation
Period Length is two months and the first day of the          Monthly Period
if the Accumulation Period Length is one month; provided, however, if the
Accumulation Period Length has been determined to be less than four months
and, after such determination, any outstanding Series enters into an early
amortization period, the Accumulation Period Commencement Date shall be the
earlier of (i) the date that such outstanding Series entered into its early
amortization period and (ii) the Accumulation Period Commencement Date, as
previously determined.
 
  "Accumulation Period Length" means the one, two, three or four month(s)
period, determined on             , and shall be calculated as the product,
rounded upwards to the nearest integer, of (a) four and (b) a fraction, the
numerator of which is the Invested Amount as of           (after giving effect
to all changes therein on such date) and the denominator of which is the sum
of such Invested Amount and the invested amounts as of       (after giving
effect to all changes therein on such date) of all other outstanding Series
whose respective revolving periods are not scheduled to end before the last
day of the       Monthly Period.
 
  "Accumulation Shortfall" means, for the succeeding Monthly Period, the
amount by which the Controlled Deposit Amount exceeds the amount deposited in
the Principal Account for any Monthly Period.
 
  "Addition Date" means in the case of an Additional Account, the date of its
designation for inclusion as an Account and the date the related Receivables
are transferred to the Trust.
 
  "Additional Accounts" means the additional Eligible Accounts which the
Transferor and Green Tree have the right (subject to certain limitations and
conditions), and in some circumstances are obligated, to designate from time
to time to be included as Accounts and to convey to the Trust the Receivables
of such Additional Accounts.
 
 
                                      100
"Additional Cut-off Date" means with respect to Additional Accounts, the
date specified in the Addition Notice delivered with respect to such
Additional Accounts pursuant to Section 2.6(c) of the Pooling and Servicing
Agreement.
 
  "Additional Class D Invested Amount" means any increase in the Class D
Invested Amount agreed to in connection with an increase by the Transferor in
any of the percentages used to calculate the Overconcentration Amounts.
 
  "Affiliate" means, with respect to a particular Person, any Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person.
 
  "Asset-Based Receivable Overconcentration" on any Distribution Date means
the excess of (a) the aggregate of all amounts of Principal Receivables in
Accounts for Asset-Based Receivables on the last day of the Monthly Period
immediately preceding such Distribution Date over (b) 20% of the Principal
Receivables on the last day of such immediately preceding Monthly Period.
Notwithstanding the above, in the case of such Overconcentration, the
percentage in clause (b) may be increased by the Transferor, without the
consent of any Certificateholder, to a level acceptable to each Rating Agency
without any reduction or withdrawal of its rating of the Class A or Class B
Certificates (but which may involve an adjustment, upward or downward, of the
Class D Invested Amount).
 
  "Asset-Based Receivables" represent extensions of credit generally to
manufacturers and distributors to finance their production and inventory, and
are secured by finished goods inventory, accounts receivable, certain work-in-
process, raw materials and component parts, as well as other assets of the
borrower, which may include commercial real estate in some cases.
 
  "Automatic Addition Condition" means, with respect to the addition of
Accounts, that (i) during the calendar quarter in which such addition occurs,
the number of new Accounts for Dealers that are financing products of the type
already being financed by Green Tree does not exceed 5% of the number of all
Accounts at the end of the preceding calendar quarter, (ii) during the twelve
months ending at the beginning of such calendar quarter, the number of such
new Accounts does not exceed 20% of the number of all Accounts at the
beginning of such twelve month period, (iii) the average for the three months
preceding the month of such addition of the aggregate balance of Receivables
that have been delinquent for more than 30 days does not exceed 1.25% of the
Pool Balance at the end of the month preceding the month of such addition, and
(iv) the annualized average for such three month period of the net losses
incurred in respect of the Receivables does not exceed 1.75% of the Pool
Balance at the end of the month preceding the month of such addition.
 
  "Available Series Interest Collections" means, for any business day, the
Floating Allocation Percentage of Interest Collections for such business day.
 
  "Bankruptcy Code" means Title 11 of the United States Code.
 
  "Base Rate" means the sum of (i) the weighted average of the Class A
Certificate Rate, the Class B Certificate Rate, the Class C Certificate Rate
and the Class D Certificate Rate plus (ii) 2% per annum.
 
  "Benefit Plans" means an employee benefit plan subject to Title I of ERISA
or Section 4975 of the Code, or an individual retirement account (an "IRA").
 
  "Cash Equivalents" mean, unless otherwise provided in the Supplement with
respect to any Series, (a) negotiable instruments or securities represented by
instruments in bearer or registered form which evidence (i) obligations of or
fully guaranteed by the United States of America; (ii) time deposits,
promissory notes, or certificates of deposit of any depositary institution or
trust company; provided, however, that at the time of the Trust's investment
or contractual commitment to invest therein, the certificates of deposit or
short-term deposits of such depositary institution or trust company shall have
a credit rating from Standard & Poor's of A-1+, from Moody's of P-1 and Fitch
of F-1+ if rated by Fitch; (iii) commercial paper having, at the time of the
Trust's
 
                                      101
investment or contractual commitment to invest therein, a rating from Standard
& Poor's of A-1+, from Moody's of P-1 and from Fitch of F-1+ if rated by
Fitch; (iv) banker's acceptances issued by any depositary institution or trust
company described in clause (a)(ii) above; and (v) investments in money market
funds rated AAA-m or AAA-mg by Standard & Poor's, Aaa by Moody's and AAA by
Fitch if rated by Fitch or otherwise approved in writing by Moody's, Standard
& Poor's and Fitch; (b) time deposits and demand deposits in the name of the
Trust or the Trustee in any depositary institution or trust company referred
to in clause (a)(ii) above; (c) securities not represented by an instrument
that are registered in the name of the Trustee or its nominee (which may not
be Green Tree or an Affiliate) upon books maintained for that purpose by or on
behalf of the issuer thereof and identified on books maintained for that
purpose by the Trustee as held for the benefit of the Trust or the
Certificateholders, and consisting of (x) shares of an open end diversified
investment company which is registered under the Investment Company Act which
(i) invests its assets exclusively in obligations of or guaranteed by the
United States of America or any instrumentality or agency thereof having in
each instance a final maturity date of less than one year from their date of
purchase or other Cash Equivalents, (ii) guarantees to maintain a constant net
asset value per share, (iii) has aggregate net assets of not less than
$100,000,000 on the date of purchase of such shares and (iv) which each Rating
Agency designates in writing will not result in a withdrawal or downgrading of
its then current rating of any Series rated by it or (y) Eurodollar time
deposits of a depository institution or trust company that are rated A-1+ by
Standard & Poor's, P-1 by Moody's and F-1+ by Fitch if rated by Fitch;
provided, however, that at the time of the Trust's investment or contractual
commitment to invest therein, the Eurodollar deposits of such depositary
institution or trust company shall have a credit rating from Standard & Poor's
of A-1+, from Moody's of P-1 and from Fitch of F-1+ if rated by Fitch; and (d)
any other investment if each Rating Agency confirms in writing that such
investment will not adversely affect its then current rating of the Investor
Certificates.
 
  "Cede & Co." means DTC's nominee. Cede & Co. is expected to be the holder of
record of the Offered Certificates.
 
  "Cedel" means Cedel Bank, societe anonyme, the professional depository,
incorporated under the laws of Luxembourg, which holds securities for its
participating organizations and facilitates the clearance and settlement of
securities transactions between Cedel Participants through electronic book-
entry changes in the accounts of such Cedel Participants.
 
  "Cedel Participants" means the participating organizations for which Cedel
holds securities.
 
  "Certificate Owners" means the owners of the beneficial interests in the
Offered Certificates.
 
  "Certificateholders" means the holders of record of the Class A, Class B,
Class C and Class D Certificates.
 
  "Certificateholders' Interest" means the interest in the assets of the Trust
allocated to the Certificateholders.
 
  "Certificate Rates" means the Class A Certificate Rate and the Class B
Certificate Rate.
 
  "Certificates" means each of the Offered Certificates, the Floorplan
Receivable Trust Certificates, Series 1998-2, Class C and the Floorplan
Receivable Trust Certificates, Series 1998-2, Class D.
 
  "CFD" means Green Tree's Commercial Finance Division.
 
  "Class" means, with respect to any Series, any one of the classes of
Certificates of that Series as specified in the related Series Supplement.
 
  "Class A Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class A Certificates will accrue, which
will be at a rate per annum equal to the lesser of (i) the applicable LIBOR
plus    % per annum or (ii) the applicable Net Receivables Rate.
 
  "Class A Certificateholder" means the Person in whose name a Class A
Certificate is registered in the Certificate Register.
 
                                      102
"Class A Certificates" means each of the Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class A.
 
  "Class A Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class A Certificates.
 
  "Class A Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
  "Class A Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class A Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the Pool Balance and the amount on
deposit in the Excess Funding Account as of the end of the preceding business
day and (b) the sum of the numerators with respect to all Classes of all
Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Class A Invested Amount" means an amount equal to (a) the initial principal
balance of the Class A Certificates less the Class A Percentage of the initial
deposit to the Pre-Funding Account plus the Class A Percentage of any
withdrawals from the Pre-Funding Account in connection with (i) during the
Funding Period, the addition of Receivables to the Trust or (ii) at the end of
the Funding Period for deposit into the Excess Funding Account, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders
prior to such date, minus (c) the aggregate amount of Class A Investor Charge-
Offs for all prior Distribution Dates, equal to the amount by which the Class
A Invested Amount has been reduced to fund the Investor Default Amount on all
prior Distribution Dates, and plus (d) the aggregate amount of Available
Series Interest Collections, Excess Interest Collections and Reallocated
Principal Collections applied on all prior Distribution Dates for the purpose
of reimbursing amounts deducted pursuant to the foregoing clause (c).
 
  "Class A Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class A Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class A Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period
divided by 360 and (iii) the outstanding principal balance of the Class A
Certificates at the close of business on the first day of such Interest
Accrual Period.
 
  "Class A Percentage" means the percentage derived from the fraction the
numerator of which is the Class A original principal amount and the
denominator of which is the sum of the Class A original principal amount, the
Class B original principal amount and the Class C original principal amount.
 
  "Class A Principal" with respect to any Distribution Date during the
Controlled Accumulation Period or Early Amortization Period will equal the sum
of (i) an amount equal to the ABC Fixed/Floating Allocation Percentage of all
Principal Collections (less the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections) received during the
Monthly Period immediately preceding such Distribution Date, (ii) any amount
on deposit in the Excess Funding Account (other than any amount in the Class D
Subaccount) or the Pre-Funding Account allocated to the Class A Certificates
with respect to the preceding Monthly Period, (iii) the aggregate ABC Investor
Default Amount paid from Available Series Interest Collections, Excess
Interest Collections or Reallocated Principal Collections with respect to the
preceding Monthly Period and any reimbursements from Available Series Interest
Collections, Excess Interest Collections or Reallocated Principal Collections
of unreimbursed Class A Investor Charge-Offs, Class B Investor Charge-
 
                                      103
Offs and Class C Investor Charge-Offs and (iv) Shared Principal Collections
allocated to the Class A Certificates; provided, however, that with respect to
any Distribution Date during the Controlled Accumulation Period, Class A
Principal will not exceed the lesser of (i) the Controlled Deposit Amount and
(ii) the Class A Invested Amount; provided, further, that with respect to the
Series 1998-2 Termination Date, Class A Principal will be an amount equal to
the Class A Invested Amount.
 
  "Class A Required Amount" means the amount determined by the Servicer on
each business day equal to the excess, if any, of (x) the sum of (i) Class A
Interest for the prior Monthly Period, (ii) any Class A Interest due but not
paid on any previous Distribution Date plus any Class A Additional Interest
previously due but not paid to the Class A Certificateholders on a prior
Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class A Floating Allocation Percentage of the
Servicing Fee for the prior Monthly Period and (iv) the Class A Floating
Allocation Percentage of the Default Amount, to the extent not previously
paid, for any business day in the prior Monthly Period over (y) the Available
Series 1998-2 Interest Collections plus any Excess Interest Collections from
other Series allocated with respect to the amounts described in clauses (x)(i)
through (iv).
 
  "Class A Scheduled Payment Date" means the Distribution Date in     .
 
  "Class B Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class B Certificates will accrue, which
shall be at a rate per annum equal to the lesser of (i) the applicable LIBOR
plus    % per annum or (ii) the applicable Net Receivables Rate.
 
  "Class B Certificateholder" means the Person in whose name a Class B
Certificate is registered in the Certificate Register.
 
  "Class B Certificates" means each of the Floating Rate Floorplan Receivable
Trust Certificates, Series 1998-2, Class B.
 
  "Class B Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class B Certificates.
 
  "Class B Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
  "Class B Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class B Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
business day and (b) the sum of the numerators with respect to all Classes of
all Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Class B Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class B Certificates less the Class B
Percentage of the initial deposit to the Pre-Funding Account plus the Class B
Percentage of any withdrawals from the Pre-Funding Account in connection with
(i) during the Funding Period, the addition of Receivables to the Trust or
(ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Determination Dates, minus (d) the
aggregate amount of
 
                                      104
Reallocated Class B Principal Collections for which neither the Class D
Invested Amount nor the Class C Invested Amount has been reduced for all prior
Distribution Dates, and plus (e) the aggregate amount of Available Series
Interest Collections, Excess Interest Collections and Reallocated Class C
Principal Collections and Reallocated Class D Principal Collections applied on
all prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c) and (d).
 
  "Class B Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class B Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class B Certificate Rate for the related Interest
Accrual Period, (ii) the actual number of days in such Interest Accrual Period
divided by 360 and (iii) with respect to the Funding Period, the outstanding
principal balance of the Class B Certificates at the close of business on the
first day of such Interest Accrual Period and after the Funding Period, the
Class B Invested Amount at the close of business on the first day of such
Interest Accrual Period.
 
  "Class B Percentage" means the percentage derived from the fraction the
numerator of which is the Class B original principal amount and the
denominator of which is the sum of the Class A original principal amount, the
Class B and the Class C original principal amount.
 
  "Class B Principal" with respect to any Distribution Date on or after the
Class A Scheduled Payment Date will equal the sum of (i) an amount equal to
the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class B Principal Collections and Reallocated
Class C Principal Collections) received during the Monthly Period immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date following the date on which an amount equal to the Class A Invested
Amount is deposited in the Principal Amount to be applied to the payment of
Class A Principal, the ABC Fixed/Floating Allocation Percentage of Principal
Collections from the date on which such deposit is made), (ii) any amount on
deposit in the Excess Funding Account (other than the Class D Subaccount) or
the Pre-Funding Account allocated to the Class B Certificates with respect to
the preceding Monthly Period, (iii) the aggregate ABC Investor Default Amount
paid from Available Series Interest Collections, Excess Interest Collections
or Reallocated Principal Collections with respect to the preceding Monthly
Period and any reimbursements from Available Series Interest Collections,
Excess Interest Collections or Reallocated Principal Collections of
unreimbursed Class B Investor Charge-Offs and Class C Investor Charge-Offs and
(iv) Shared Principal Collections allocated to the Class B Certificates;
provided, however, that with respect to any Distribution Date during the
Controlled Accumulation Period, Class B Principal will not exceed the lesser
of (i) the Controlled Deposit Amount and (ii) the Class B Invested Amount;
provided, further that with respect to the Series 1998-2 Termination Date,
Class B Principal will be an amount equal to the Class B Invested Amount.
 
  "Class B Principal Commencement Date" means the earliest of (a) the Class B
Scheduled Payment Date, (b) the Distribution Date during the Early
Amortization Period or following the Initial Principal Payment Date on which
the Class A Invested Amount is paid in full or, if there are no Principal
Collections allocable to the Series 1998-2 Investor Certificates remaining
after payments have been made to the Class A Certificates on such Distribution
Date, the Distribution Date following the Distribution Date on which the Class
A Invested Amount is paid in full and (c) the Distribution Date following a
sale or repurchase of the Receivables as set forth in the Pooling and
Servicing Agreement and the 1998-2 Series Supplement.
 
  "Class B Required Amount" means the amount determined by the Servicer on
each business day equal to the excess, if any, of (x) the sum of (i) Class B
Interest for the prior Monthly Period, (ii) any Class B Interest due but not
paid on any previous Distribution Date plus any Class B Additional Interest
previously due but not paid to the Class B Certificateholders on a prior
Distribution Date, (iii) if Green Tree or an Affiliate of Green Tree is no
longer the Servicer, the Class B Floating Allocation Percentage of the
Servicing Fee for the prior Monthly Period and (iv) the Class B Floating
Allocation Percentage of the Default Amount, to the extent not previously
paid, for any business day in the prior Monthly Period over (y) the Available
Series 1998-2 Interest
 
                                      105
Collections plus any Excess Interest Collections from other Series allocated
with respect to the amounts described in clauses (x)(i) through (iv).
 
  "Class B Scheduled Payment Date" means the Distribution Date in      .
 
  "Class C Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class C Certificates will accrue, which
shall be at a rate per annum not in excess of the applicable LIBOR plus    %
per annum.
 
  "Class C Certificates" means each of the Floorplan Receivable Trust
Certificates, Series 1998-2, Class C.
 
  "Class C Certificateholder" means the Person in whose name a Class C
Certificate is registered in the Certificate Register.
 
  "Class C Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class C Certificates.
 
  "Class C Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account at the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
  "Class C Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class C Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
business day and (b) the sum of the numerators with respect to all Classes of
all Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Class C Invested Amount" for any date means an amount equal to (a) the
initial principal balance of the Class C Certificates less the Class C
Percentage of the initial deposit to the Pre-Funding Account plus the Class C
Percentage of any withdrawals from the Pre-Funding Account in connection with
(i) during the Funding Period, the addition of Receivables to the Trust or
(ii) at the end of the Funding Period for deposit into the Excess Funding
Account, minus (b) the aggregate amount of principal payments (except
principal payments made from the Pre-Funding Account) made to Class C
Certificateholders prior to such date, minus (c) the aggregate amount of Class
C Investor Charge-Offs for all prior Distribution Dates, equal to the amount
by which the Class C Invested Amount has been reduced to fund the Investor
Default Amount on all prior Distribution Dates, minus (d) the aggregate amount
of Reallocated Class C Principal Collections for which the Class D Invested
Amount has not been reduced for all prior Distribution Dates, and plus (e) the
aggregate amount of Available Series Interest Collections, Excess Interest
Collections, Reallocated Class D Principal Collections and certain other
amounts as may be available applied on all prior Distribution Dates for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c)
and (d).
 
  "Class C Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class C Percentage" means the percentage derived from the fraction the
numerator of which is the Class C original principal amount and the
denominator of which is the sum of the Class A original principal amount, the
Class B original principal amount and the Class C original principal amount.
 
 
                                      106
"Class C Principal" with respect to any Distribution Date on or after the
Class C Principal Commencement Date will equal the sum of (i) an amount equal
to the ABC Fixed/Floating Allocation Percentage of all Principal Collections
(less the amount of Reallocated Class C Principal Collections) received during
the Monthly Period immediately preceding such Distribution Date (or, in the
case of the first Distribution Date following the date on which an amount
equal to the Class B Invested Amount is deposited in the Principal Account to
be applied to the payment of Class B Principal, the ABC Fixed/Floating
Allocation Percentage of Principal Collections from the date on which such
deposit is made), (ii) any amount on deposit in the Excess Funding Account
(other than the Class D Subaccount) or the Pre-Funding Account allocated to
the Class C Certificates with respect to the preceding Monthly Period, (iii)
the aggregate ABC Investor Default Amount paid from Available Series Interest
Collections, Excess Interest Collections or Reallocated Principal Collections
with respect to the preceding Monthly Period and any reimbursements from
Available Series Interest Collections, Excess Interest Collections or
Reallocated Principal Collections of unreimbursed Class C Investor Charge-Offs
and (iv) Shared Principal Collections allocated to the Class C Certificates;
provided, that with respect to the Series 1998-2 Termination Date, Class C
Principal will be an amount equal to the Class C Invested Amount.
 
  "Class C Principal Commencement Date" means the earlier of (a) the
Distribution Date on which the Class B Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1998-2 Investor
Certificates remaining after payments have been made to the Class B
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class B Invested Amount is paid in full and (b)
the Distribution Date following a sale or repurchase of the Receivables as set
forth in the Pooling and Servicing Agreement and the 1998-2 Series Supplement.
 
  "Class C Required Amount" means the amount determined by the Servicer on
each business day equal to the excess, if any, of (x) the sum of (i) if the
Class A Certificates and Class B Certificates have been reduced to zero,
interest accrued on the Class C Certificates for the prior Monthly Period,
(ii) if the Class A Certificates and Class B Certificates have been reduced to
zero, any interest due on the Class C Certificates but not paid on any
previous Distribution Date plus any interest at the Class C Certificate Rate
(to the extent lawful) on interest on the Class C Certificates previously due
but not paid to the Class C Certificateholders on a prior Distribution Date,
(iii) if Green Tree or an Affiliate of Green Tree is no longer the Servicer,
the Class C Floating Allocation Percentage of the Servicing Fee for the prior
Monthly Period and (iv) the Class C Floating Allocation Percentage of the
Default Amount, to the extent not previously paid, for any business day in the
prior Monthly Period over (y) the Available Series 1998-2 Interest Collections
plus any Excess Interest Collections from other Series allocated with respect
to the amounts described in clauses (x)(i) through (iv).
 
  "Class D Certificate Rate" means the rate at which interest on the
outstanding principal balance of the Class D Certificates will accrue, which
shall be at a rate per annum not in excess of the applicable LIBOR plus    %
per annum.
 
  "Class D Certificateholder" means the person in whose name a Class D
Certificate is registered in the Certificate Register.
 
  "Class D Certificates" means each of the Floorplan Receivable Trust
Certificates, Series 1998-2, Class D.
 
  "Class D Certificateholders' Interest" means the portion of the
Certificateholders' Interest evidenced by the Class D Certificates.
 
  "Class D Fixed/Floating Allocation Percentage" means (i) with respect to any
business day on which the Pre-Allocated Invested Amount is greater than zero,
zero, and (ii) for any business day on which the Pre-Allocated Invested Amount
is zero, the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount at the end of the last day of the Revolving Period
and the denominator of which is the greater of (a) the sum of the Pool Balance
and the amount on deposit in the Excess Funding Account as of the end of the
preceding business day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.
 
                                      107
"Class D Floating Allocation Percentage" means, with respect to any business
day, the percentage equivalent of a fraction, the numerator of which is the
Class D Invested Amount as of the end of the preceding business day and the
denominator of which is the greater of (a) the total amount of Principal
Receivables and the amount on deposit in the Excess Funding Account at the end
of the preceding business day and (b) the sum of the numerators with respect
to all Classes of all Series then outstanding used to calculate the applicable
allocation percentage.
 
  "Class D Incremental Invested Amount" means for any Monthly Period the
product of (a) a fraction, the numerator of which the Invested Amount
(exclusive of the Class D Incremental Invested Amount) on the last day of the
immediately preceding Monthly Period and the denominator of which is the Pool
Balance on such last day times (b) the Overconcentration Amount for such
Monthly Period.
 
  "Class D Invested Amount" means an amount equal to (a) the initial principal
balance of the Class D Certificates, plus (b) the Class D Incremental Invested
Amount for the related Monthly Period, plus (c) any Additional Class D
Invested Amount, minus (d) the aggregate amount of principal payments made to
Class D Certificateholders prior to such date, minus (e) the aggregate amount
of Class D Investor Charge-Offs for all prior Distribution Dates, equal to the
amount by which the Class D Invested Amount has been reduced to fund the
Investor Default Amount on all prior Distribution Dates minus (f) the
aggregate amount of Reallocated Class D Principal Collections for all prior
Distribution Dates, plus (g) the aggregate amount of Interest Collections and
Excess Interest Collections applied on all prior Distribution Dates for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (e)
and plus (f).
 
  "Class D Investor Charge-Off" has the meaning assigned under "Description of
the Offered Certificates--Investor Charge-Offs" on page 77.
 
  "Class D Investor Default Amount" means the portion of all Defaulted
Receivables in an amount equal to the product of (a) the Class D Floating
Allocation Percentage and (b) the aggregate principal amount of Defaulted
Receivables identified since the prior reporting date.
 
  "Class D Principal" means, beginning on the Transfer Date preceding the
Class D Principal Commencement Date, the amounts that the Trustee, acting in
accordance with instructions from the Servicer, will withdraw from amounts
deposited into the Principal Account in respect of Principal Collections
processed during the related Monthly Period and, to the extent of the Class D
Invested Amount, shall deposit in the Distribution Account for distribution to
the Class D Certificateholders on the next succeeding Distribution Date.
 
  "Class D Principal Payment Commencement Date" means the earlier of (a) the
Distribution Date on which the Class C Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 1998-2 Investor
Certificates remaining after payments have been made to the Class C
Certificates on such Distribution Date, the Distribution Date following the
Distribution Date on which the Class C Invested Amount is paid in full and (b)
the Distribution Date following a sale or repurchase of the Receivables as set
forth in the Pooling and Servicing Agreement and the 1998-2 Series Supplement.
 
  "Class D Subaccount" means a subaccount of the Excess Funding Account, into
which Principal Collections allocable to Class D Certificates will be
deposited during any Early Amortization Period.
 
  "Closing Date" means December 20, 1995.
 
  "Code" means the Internal Revenue Code of 1986, as amended.
 
  "Collateral Security" means an assignment of a security interest in the
consumer and commercial products or other assets securing each Receivable.
 
 
                                      108
"Collection Account" means a segregated account established by and
maintained by the Servicer with a Qualified Institution in the name of the
Trust, for the benefit of certificateholders of all Series.
 
  "Collections" means the Principal Collections and Interest Collections.
 
  "Commission" means the Securities and Exchange Commission.
 
  "Companion Series" means one or more other Series with which the Series
1998-2 Certificates may be paired.
 
  "Controlled Accumulation Amount" means an amount sufficient to amortize the
Class A Invested Amount given the Accumulation Period Length.
 
  "Controlled Accumulation Period" means, unless a Pay Out Event has occurred,
the period commencing on the Accumulation Period Commencement Date and ending
upon the earliest to occur of (i) the commencement of the Early Amortization
Period, (ii) payment to the Investor Certificateholders of the full Invested
Amount, and (iii) the Series 1998-2 Termination Date.
 
  "Controlled Deposit Amount" means, for any Monthly Period, the sum of the
(i) Controlled Accumulation Amount for such Monthly Period plus (ii) the
Accumulation Shortfall for the related Monthly Period.
 
  "Cooperative" means the Euroclear Clearance System, S.C., a Belgian
cooperative corporation.
 
  "Counsel" means Dorsey & Whitney LLP.
 
  "Cut-off Date" means December 1, 1995.
 
  "DHI Fees" means, with respect to the Floorplan Receivables, the
documentation, handling and inspection fee charged to each Dealer by Green
Tree for each unit financed.
 
  "DOL" means the United States Department of Labor.
 
  "DTC" means The Depository Trust Company.
 
  "DTC Participants" means the participating organizations of DTC.
 
  "Dealer Overconcentration" means, on any Distribution Date with respect to
any Account with a Dealer, the excess of (a) the aggregate amount of Principal
Receivables in such Account on the last day of Monthly Period immediately
preceding such Distribution Date over (b) 2% of the Principal Receivables on
the last day of such immediately preceding Monthly Period. Certain Dealers may
be subject to a higher percentage limit with Rating Agency approval, but in no
case higher than 3%. Notwithstanding the above, in the case of such
Overconcentration, the percentage in clause (b) may be increased by the
Transferor, without the consent of any Certificateholder, to a level
acceptable to each Rating Agency without any reduction or withdrawal of its
rating of the Class A or Class B Certificates (but which may involve an
adjustment, upward or downward, of the Class D Invested Amount).
 
  "Dealers" means those dealers, manufacturers and distributors who are
obligated under the Receivables.
 
  "Defaulted Receivables" means the Receivables that will be charged off as
uncollectible in accordance with the Servicer's customary and usual policies.
 
  "Definitive Certificates" means definitive, fully registered Certificates
issued to Certificate Owners pursuant to the Pooling and Servicing Agreement.
 
  "Depositaries" means Cede & Co., Cedel and Euroclear.
 
                                      109
"Depository" means the nominee of DTC (together with any successor
depository selected by the Transferor).
 
  "Determination Date" means the second business day preceding each
Distribution Date.
 
  "Discount Factor" means a specified percentage of Principal Collections to
be treated as interest collections. The Discount Factor, if any, may vary from
time to time and initially will be zero.
 
  "Distribution Account" means a non-interest bearing segregated demand
deposit account established by the Trustee with a Qualified Institution for
the benefit of the certificateholders of each Series.
 
  "Distribution Date" means the 13th day of each month, or if such day is not
a business day, the next succeeding business day, beginning     , 1998.
 
  "Early Amortization Period" means the period beginning on the date that a
Pay Out Event occurs and ending on the earlier of (i) the date on which the
Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount and the Class D Invested Amount have been paid in full and (ii) the
Series 1998-2 Termination Date.
 
  "Eligible Account" means as of the Cut-off Date (or, with respect to
Additional Accounts, as of their date of designation for inclusion in the
Trust), an arrangement to provide a revolving extension of credit by Green
Tree or one of its subsidiaries to a Dealer (i) in order to finance the
purchase by a Dealer of consumer and commercial product inventory or (ii) as a
line of credit secured by unencumbered assets of such Dealer, which extension
of credit, as of the date of determination thereof, (a) is in existence and
maintained with Green Tree or such subsidiary, (b) is payable in United States
dollars, (c) is with a Dealer whose most recent billing address is in the
United States or its territories or possessions, (d) has been originated by
Green Tree or such subsidiary in the ordinary course of its business or
acquired by Green Tree through the acquisition of an Eligible Account from
another lender upon satisfying Green Tree's customary underwriting standards
(e) in respect of which no amounts have been charged off by Green Tree or such
subsidiary as uncollectible in its customary and usual manner as of the Cut-
off Date (or, with respect to Additional Accounts, as of their date of
designation for inclusion in the Trust), and (f) is with a Dealer that is not
involved in insolvency proceedings.
 
  "Eligible Portfolio" means all the accounts that were Eligible Accounts at
the Cut-off Date.
 
  "Eligible Receivable" means a Receivable (a) that was originated by Green
Tree or one of its subsidiaries in the ordinary course of business or acquired
by Green Tree through the acquisition of an Eligible Account from another
lender upon satisfying Green Tree's customary underwriting standards, (b) that
has arisen under an Eligible Account, (c) that was created in compliance with
all requirements of law applicable thereto and pursuant to a floorplan or
asset-based financing agreement that complies with all requirements of law
applicable thereto, (d) with respect to which all consents, licenses or
authorizations of, or registrations with, any governmental authority required
to be obtained or given by Green Tree or such subsidiary or the Transferor in
connection with the creation of such Receivable, or the transfer thereof to
the Trust or the execution, delivery, creation and performance by Green Tree
or such subsidiary of the related floorplan or asset-based financing agreement
have been duly obtained or given and are in full force and effect as of the
date of the creation of such Receivable, (e) as to which, at the time of its
creation, the Transferor had good and marketable title free and clear of all
liens and security interests (other than certain liens permitted pursuant to
the Pooling and Servicing Agreement), and at all times following the transfer
of such Receivables to the Trust, the Trust will have good and marketable
title free and clear of all liens and security interests (other than certain
liens permitted pursuant to the Pooling and Servicing Agreement) or the grant
of a first priority security interest therein, (f) that is the legal, valid,
binding and assignable payment obligation of the related Dealer, legally
enforceable against such Dealer in accordance with its terms (with certain
bankruptcy related exceptions), (g) that constitutes "chattel paper," an
"account" or a "general intangible" under Article 9 of the UCC as then in
effect in the State of Minnesota, (h) if such Receivable has the benefit of a
Floorplan Agreement with a Manufacturer, such Floorplan Agreement provides,
 
                                      110
subject to the specific terms thereof and any limitations therein (which may
vary among Floorplan Agreements), that the Manufacturer is obligated to
repurchase the products securing the Receivables upon the Servicer's
repossession thereof upon the related Dealer's default, (i) which has been the
subject of a valid transfer and assignment from the Transferor to the Trust of
all the Transferor's interest therein and in the related Collateral Security
(including any proceeds thereof), (j) which at the time of transfer to the
Trust is not subject to any right of rescission, setoff, or any other defense
(including defenses arising out of violations of usury laws) of the Dealer,
(k) as to which, at the time of transfer of such Receivable to the Trust,
Green Tree (or such subsidiary) and the Transferor have satisfied all their
respective obligations with respect to such Receivable required to be
satisfied at such time, (l) as to which, at the time of transfer of such
Receivable to the Trust, neither Green Tree (or such subsidiary) nor the
Transferor has taken or failed to take any action which would impair the
rights of the Trust or the certificateholders therein and (m) which represents
the obligation of a Dealer to repay an advance made to or on behalf of such
Dealer to finance products or the accounts receivable arising from the sale of
such products. In addition, participation interests described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participations in Floorplan Receivables" and Receivables described above under
"Green Tree Financial Corporation and Its Commercial Finance Division--
Participation Arrangements" will be Receivables.
 
  "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
 
  "Euroclear" or "Euroclear Operator" means Morgan Guaranty Trust Company of
New York, Brussels, Belgium office as operator of the Euroclear System.
 
  "Euroclear Participants" means participants of the Euroclear System.
Euroclear Participants include banks (including central banks), securities
brokers and dealers and other professional financial intermediaries and may
include the underwriters of any Series of Certificates.
 
  "Euroclear System" means the system created in 1968 to hold securities for
Euroclear Participants and to clear and settle transactions between Euroclear
Participants through simultaneous electronic book-entry delivery against
payment.
 
  "Excess Funding Account" means the segregated account established by and
maintained by the Servicer in the name of the Trust with a Qualified
Institution for the benefit of the certificateholders of all Series.
 
  "Excess Interest Collections" means Interest Collections allocable to any
Series in excess of the amounts necessary to make required payments with
respect to such Series.
 
  "Exchange" means a transaction whereby the Transferor may tender the
Exchangeable Transferor Certificate or, if provided in the relevant
Supplement, certificates comprising any Series and the Exchangeable Transferor
Certificate, to the Trustee in exchange for certificates comprising one or
more new Series and a reissued Exchangeable Transferor Certificate.
 
  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
  "Exchangeable Transferor Certificate" means a certificate representing the
Transferor's interest in the Trust, which shall be the remaining undivided
interest in the Trust not represented by the Certificates and any other
investor certificates issued by the Trust.
 
  "FDIC" means the United States Federal Deposit Insurance Corporation.
 
  "Final Regulation" means the final regulation issued by the DOL concerning
the definition of what constitutes the "plan assets" of an employee benefit
plan subject to Title I of ERISA or Section 4975 of the Code, or an IRA.
 
 
                                      111
"Finance Charge Collections" means, for any business day, the aggregate of
(a) all collections on the Receivables with respect to interest or other fees,
(b) investment earnings on amounts on deposit in all Trust Accounts on such
business day and (c) Recoveries.
 
  "Fitch" means Fitch IBCA, Inc., or any successor thereto.
 
  "Fixed/Floating Allocation Percentage" means (i) for any business day on
which the Pre-Allocated Invested Amount is greater than zero, zero, and (ii)
for any business day on which the Pre-Allocated Invested Amount is zero, the
percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount or
the Class D Invested Amount, respectively, at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the Pool
Balance (plus amounts, if any, on deposit in the Excess Funding Account) at
the end of the preceding business day and (b) the sum of the numerators used
to calculate the allocation percentages with respect to Principal Collections
for all Series.
 
  "Floating Allocation Percentage" means on any business day, the percentage
equivalent of a fraction, the numerator of which is the Class A Invested
Amount, the Class B Invested Amount, the Class C Invested Amount, or the Class
D Invested Amount, respectively, at the end of the preceding business day and
the denominator of which is the greater of (a) the Pool Balance (plus amounts,
if any, on deposit in the Excess Funding Account) as of the end of the
preceding business day and (b) the sum of the numerator for all classes of all
Series then outstanding used to calculate the applicable allocation
percentage.
 
  "Floorplan Agreement" means the agreement Green Tree enters into with a
Manufacturer providing financing for products for Dealers.
 
  "Floorplan Receivables" represent extensions of credit to finance product
inventory for dealers, and are secured by the related dealer's product
inventory.
 
  "Foreign Person" means any person other than (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity organized
in or under the laws of the United States or any political subdivision thereof
or (iii) an estate or trust the income of which is includible in gross income
for U.S. federal income tax purposes, regardless of its source.
 
  "Free Flooring Period" means a period during which no interest or finance
charges accrue on a Dealer's account.
 
  "Funding Period" means the period from and including the Series 1998-2
Issuance Date to but excluding the earliest of (x) the first day for which the
Invested Amount equals the Full Invested Amount; (y) the first day on which a
Pay Out Event is deemed to occur; and (z) the last day of the       1998
Monthly Period.
 
  "Full Invested Amount" means $     .
 
  "Global Securities" means the globally offered Floorplan Receivable Trust
Certificates, Series 1998-2.
 
  "Green Tree" means Green Tree Financial Corporation.
 
  "Holders" means the holders of record of the Class A, Class B, Class C and
Class D Certificates.
 
  "Imputed Yield Collections" means the specified percentage of Principal
Collections which the Transferor elects to be treated as interest collections.
 
  "Independent Director" means a person who is not now, and has never been, a
director or officer of, employed by, or the holder of any beneficial economic
interest in any Affiliate of the Transferor, and who may at no time hold any
beneficial or economic interest in the Transferor.
 
                                      112
"Indirect Participants" means securities brokers and dealers, banks, and
trust companies that have an indirect access to the DTC system and that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly.
 
  "Ineligible Receivable" means any Receivable that does not satisfy the
definition of Eligible Receivable.
 
  "Initial Invested Amount" means, with respect to any Series of Certificates,
the amount stated in the related Supplement.
 
  "Insolvency Event" means the event whereby, pursuant to certain provisions
of federal law, the Transferor voluntarily enters liquidation or a trustee in
bankruptcy is appointed for the Transferor.
 
  "Insolvency Laws" means the United States Bankruptcy Code or similar
applicable state laws.
 
  "Interest Accrual Period" means, with respect to a Distribution Date, the
period from and including the preceding Distribution Date (or, in the case of
the first Distribution Date, from and including the Series 1998-2 Issuance
Date) to but excluding such Distribution Date.
 
  "Interest Collections" for any business day means the sum of (A) all Finance
Charge Collections and (B) all Imputed Yield Collections (if a Discount Factor
is then in effect) for such business day.
 
  "Interest Free Period" means a period during which no interest or finance
charges accrue on a Dealer's account.
 
  "Interest Funding Account" means a segregated trust account (which need not
be a deposit account) established and maintained by the Trustee with a
Qualified Institution in the name of the Trust, for the benefit of the
Certificateholders.
 
  "Interest Receivables" means, with respect to any Account, all amounts
billed to the related Dealer in respect of interest and all other non-
principal charges, plus any Imputed Yield Receivables.
 
  "Invested Amount" means the sum of the Class A Invested Amount, the Class B
Invested Amount, the Class C Invested Amount and the Class D Invested Amount.
 
  "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time.
 
  "Investor Default Amount" means a portion of all Defaulted Receivables which
will be allocated to the Certificateholders in an amount equal to the product
of the Floating Allocation Percentage applicable during the related Monthly
Period and the Principal Amount of Defaulted Receivables for such Monthly
Period.
 
  "IRA" means an individual retirement account.
 
  "IRS" means the Internal Revenue Service.
 
  "LIBOR" for any Interest Accrual Period is described under "Description of
the Offered Certificates-- Interest Payments."
 
  "LIBOR Determination Date" has the meaning assigned under "Description of
the Offered Certificates--Interest Payments" on page 52.
 
  "Manufacturer" means the manufacturer, distributor or vendor of products for
sale or lease to Dealers in the ordinary course of business.
 
  "Manufacturer Overconcentration" means, on any Distribution Date, the excess
of (a) the aggregate of all amounts of Principal Receivables in Accounts
created pursuant to Floorplan Agreements with a single
 
                                      113
Manufacturer on the last day of the Monthly Period immediately preceding such
Distribution Date over (b) 15% of the Principal Receivables on the last day of
such immediately preceding Monthly Period. Notwithstanding the above, in the
case of each such Overconcentration, the percentage in clause (b) for such
Overconcentration may be increased by the Transferor, without the consent of
any Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of the Class A or Class B Certificates
(but which may involve an adjustment, upward or downward, of the Class D
Invested Amount).
 
  "Minimum Aggregate Principal Receivables" means the sum of all numerators
used to calculate the allocation percentages with respect to Principal
Collections for all Series.
 
  "Minimum Transferor Interest" means, as of any date of determination, the
sum of the product for each Series of (i) the Minimum Transferor Percentage
for such Series, times (ii) the Invested Amount for such Series.
 
  "Minimum Transferor Percentage" is 4% with respect to the Series 1998-2
Certificates.
 
  "Monthly Payment Rate" means, for any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the
Receivables balances (without deducting therefrom the discount portion, if
any) collected during such Monthly Period and the denominator of which is the
average daily aggregate Receivables balance (without deducting therefrom the
discount portion, if any) for such Monthly Period.
 
  "Monthly Period" means the period from and including the first day of each
calendar month to and including the last day of such calendar month.
 
  "Monthly Servicing Fee" means the portion of the servicing fee allocable to
the Certificateholders' Interest during each Monthly Period, which will be
equal to one-twelfth of the product of (x) the Servicing Fee Rate per annum
and (y) the Invested Amount on the preceding Record Date or, in the case of
the first Distribution Date, the initial principal amount of the Certificates.
 
  "Moody's" means Moody's Investors Service, Inc., or any successor thereto.
 
  "Negative Carry Amount" means the difference between the amount of interest
actually earned on investments in the Excess Funding Account and the Pre-
Funding Account on any day and the amount of interest that would have been
earned on such investments at the Base Rate on such day.
 
  "Net Receivables Rate" means for a Distribution Date (i) the weighted
average of the interest rates borne by the Receivables during the second
preceding Monthly Period (because interest payments on the Receivables at such
rates will be due and payable in the Monthly Period preceding such
Distribution Date), plus (ii) the product of (x) the Monthly Payment Rate for
the Monthly Period preceding such Distribution Date, the (y) Discount Factor,
if any, for such Distribution Date and (z) twelve, less 2% per annum, unless
the Servicing Fee has been waived for such Monthly Period.
 
  "New Issuance" means one or more new Series of Certificates that the
Transferor may cause the Trustee to issue pursuant to any one or more
Supplements to the Pooling and Servicing Agreement.
 
  "Offered Certificates" means the Class A Certificates and the Class B
Certificates.
 
  "OID" means original issue discount.
 
  "Overconcentration Amount" means on each Distribution Date, the aggregate
principal amount of Receivables in the Trust on such Distribution Date which
are Asset-Based Receivable Overconcentrations, Dealer Overconcentrations,
Manufacturer Overconcentrations and Product Line Overconcentrations.
 
  "Participants" means the participating organizations of DTC.
 
                                      114
"Pay Out Event" is described under "Description of the Offered
Certificates--Pay Out Event."
 
  "Paying Agent" means the agent making payments to the Certificateholders.
 
  "Permitted Lien" means, with respect to the Receivables, (i) liens in favor
of the Transferor created pursuant to the Purchase Agreement assigned to the
Trustee pursuant to the Pooling and Servicing Agreement; (ii) liens in favor
of the Trustee pursuant to Pooling and Servicing Agreement; and (iii) liens
which secure the payment of taxes, assessments and governmental charges or
levies, if such taxes are either (a) not delinquent or (b) being contested in
good faith by appropriate legal or administrative proceedings and as to which
adequate reserves in accordance with generally accepted accounting principles
shall have been established.
 
  "Pool Balance" means the product of (i) the total amount of Principal
Receivables and (ii) one minus the Discount Factor.
 
  "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement,
dated as of December 1, 1995, among the Transferor, the Servicer, and the
Trustee, as supplemented or amended in accordance with its terms. Unless the
context requires otherwise, the term "Pooling and Servicing Agreement" refers
to the Pooling and Servicing Agreement as supplemented by the 1998-2 Series
Supplement.
 
  "Portfolio Yield" means, with respect to any Monthly Period, the annualized
percentage equivalent of a fraction, the numerator of which is the sum of the
aggregate amount of Available Series Interest Collections for such Monthly
Period, calculated on a cash basis, minus the aggregate Investor Default
Amount for such Monthly Period, and the denominator of which is the average
daily Invested Amount during the preceding Monthly Period.
 
  "Pre-Allocated Invested Amount" means (a) on any date prior to the Payment
Date on which the Series 1995-1 Certificates are paid in full, an amount equal
to the difference between $460,000,000 and the remaining Invested Amount of
the Series 1995-1 Certificates on such date, less amounts deposited in the
Principal Account with respect to the Series 1995-1 Certificates, and (b)
thereafter, zero.
 
  "Pre-Funded Amount" means, as of any date during the Funding Period, the
amount of the initial deposit to the Pre-Funding Account less the amounts of
any increases in the Invested Amount pursuant to the Series 1998-2 Supplement
in connection with the increase in the amount of the Receivables in the Trust
or in connection with payments of principal on the Series 1995-1 Certificates.
 
  "Pre-Funding Account" means a segregated trust account established and
maintained in the name of the Trustee, on behalf of the Trust, with the trust
department of a Qualified Institution.
 
  "Presold" means the financing program offered by Green Tree to dealers
through which floorplan financing is provided to a dealer on units for which
Green Tree has already approved a retail financing contract for sale to a
customer.
 
  "Principal Account" means a segregated trust account (which need not be a
deposit account) established and maintained by the Trustee with a Qualified
Institution in the name of the Trust, for the benefit of the
Certificateholders.
 
  "Principal Collections" means all Collections other than Interest
Collections.
 
  "Principal Funding Investment Shortfall" means, for any day, the difference
between the amount of interest actually earned on investments in the Principal
Account on any day and the amount of interest that would have been earned on
such investments at the Base Rate for such day.
 
  "Principal Investment Proceeds" means investment earnings (net of investment
losses and expenses) on funds on deposit in the Principal Account during the
Controlled Accumulation Period.
 
                                      115
"Principal Receivables" means, with respect to an Account, amounts shown on
the Servicer's records as Receivables (other than such amounts that represent
Interest Receivables, Defaulted Receivables or interest payable by the related
Dealer).
 
  "Principal Shortfalls" means the amounts representing scheduled or permitted
principal distributions to certificateholders and deposits to principal
funding accounts, if any, for any Series that have not been covered out of the
Principal Collections allocable to such Series and certain other amounts.
 
  "Principal Terms" means certain terms, with respect to any newly issued
Series, including: (i) its name or designation; (ii) its initial invested
amount (or method for calculating such amount); (iii) its certificate rate (or
the method of allocating interest payments or other cash flows to such
Series); (iv) the closing date; (v) the rating agency or agencies, if any,
rating the Series; (vi) the interest payment date or dates and the date or
dates from which interest shall accrue; (vii) the name of the clearing agency,
if any; (viii) the method for allocating collections to certificateholders of
such Series with respect to Principal Collections, Interest Collections, and
Defaulted Receivables and the method by which the principal amount of such
Series will amortize or accrue; (ix) the names of any accounts to be used by
such Series and the terms governing the operation of any such accounts; (x)
the percentage used to calculate monthly servicing fees; (xi) the Minimum
Transferor Interest; (xii) the credit enhancement provider, if applicable, and
the terms of any credit enhancement with respect to such Series; (xiii) the
base rate applicable to such Series; (xiv) the terms on which the certificates
of such Series may be repurchased or remarketed to other investors; (xv) the
termination date of such Series; (xvi) any deposit into any account provided
for such Series; (xvii) the number of classes of such Series and, if more than
one class, the rights and priorities of each such class; (xviii) the fees, if
any, to be included in funds available to certificateholders in such Series;
(xix) the subordination, if any, of such new Series with respect to any other
Series; (xx) the rights, if any, of the holder of the Exchangeable Transferor
Certificate that have been transferred to the holders of such Series; (xxi)
whether such Series will be part of a group or subject to being paired with
any other prefunded Series; (xxii) whether such Series will be prefunded; and
(xxiii) any other relevant terms, including whether or not such Series will be
pledged as collateral for an issuance of any other securities, including
commercial paper.
 
  "Product Line Overconcentration" on any Distribution Date means the excess
of (a) the aggregate of all amounts of Principal Receivables in the Accounts
that represent financing for a single product line (other than Asset-Based
Receivables and Receivables that represent financing for manufactured housing)
on the last day of the Monthly Period immediately preceding such Distribution
Date over (b) 5% for marine products, 25% for recreational vehicles, and 5%
for any other products in total, of the Principal Receivables on the last day
of such immediately preceding Monthly Period. Notwithstanding the above, in
the case of each such Overconcentration, the percentage in clause (b) for such
Overconcentration may be increased by the Transferor, without the consent of
any Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of the Class A or Class B Certificates
(but which may involve an adjustment, upward or downward, of the Class D
Invested Amount).
 
  "Purchase Agreement" means the Receivables Purchase Agreement dated as of
December 1, 1995, between the Transferor and Green Tree Financial Corporation.
 
  "Qualified Institution" means a depository institution or trust company,
which may include the Trustee, organized under the laws of the United States
or any one of the states thereof, which at all times has a certificate of
deposit rating of P-1 by Moody's, of A-1+ by Standard & Poor's of F-1+ by
Fitch if rated by Fitch or long-term unsecured debt obligation (other than
such obligation the rating of which is based on collateral or on the credit of
a person other than such institution or trust company) rating of Aaa by
Moody's, of AAA by Standard & Poor's and of AAA by Fitch if rated by Fitch and
deposit insurance provided by the FDIC, or a depository institution, which may
include the Trustee, which is acceptable to the Rating Agencies; provided,
however, that no such rating shall be required of an institution which shall
have corporate trust powers and which maintains the Collection Account, any
principal account, any interest funding account or any other account
maintained for
 
                                      116
the benefit of Certificateholders as a fully segregated trust account with the
trust department of such institution which is rated at least Baa3 by Moody's.
 
  "Rating Agency" means each of Standard & Poor's, Moody's and Fitch.
 
  "Reallocated Class B Principal Collections" is described in "Description of
the Offered Certificates--Reallocated Principal Collections."
 
  "Reallocated Class C Principal Collections" is described in "Description of
the Offered Certificates--Reallocated Principal Collections."
 
  "Reallocated Class D Principal Collections" is described in "Description of
the Offered Certificates--Reallocated Principal Collections."
 
  "Reallocated Principal Collections" means the sum of Reallocated Class D
Principal Collections, Reallocated Class C Principal Collections and
Reallocated Class B Principal Collections.
 
  "Receivables" means, with respect to an Account, all amounts payable
(including interest, finance charges and other charges), and the obligation to
pay such amounts, by the related Dealer from time to time in respect of
advances made by Green Tree (or one of its subsidiaries) to or on behalf of
such Dealer in connection with the Floorplan Business or the Asset Based
Lending Business, as the case may be, together with the group of writings
evidencing such amounts and the security interest created in connection
therewith and all of the rights, remedies, powers and privileges thereunder
(including under the related Financing Agreement). Receivables which become
Defaulted Receivables will cease to be included as Receivables on the day on
which they become Defaulted Receivables. Receivables which Green Tree is
unable to transfer to the Transferor pursuant to the Purchase Agreement or
which the Transferor is unable to transfer to the Trust as provided in the
Pooling and Servicing Agreement and Receivables which arise in Designated
Accounts from and after the related Removal Commencement Date shall not be
included in calculating the amount of Receivables.
 
  "Record Date" means, with respect to any Distribution Date, the third
business day preceding such Distribution Date, except that, with respect to
any Definitive Certificates, Record Date shall mean the fifth day of the then
current Monthly Period.
 
  "Recoveries" means any amounts received by the Servicer with respect to
Receivables that were previously charged off as uncollectible in accordance
with the Servicer's customary and usual servicing procedures.
 
  "Reference Banks" means three major banks in the London interbank market
selected by the Servicer to determine and provide LIBOR on the basis of
quotations of the offered rates for one-month United States dollar deposits
following the LIBOR Determination Date.
 
  "Removal Date" means, with respect to the Transferor's removal from the
Trust of Eligible Accounts, the Determination Date on which such removal will
occur.
 
  "Removal Notice" means, with respect to the Transferor's removal from the
Trust of Eligible Accounts, the written notice furnished to the Trustee, any
credit enhancement provider and each Rating Agency specifying the Removal Date
of such Removed Accounts.
 
  "Removed Accounts" means the Accounts that were removed from the Trust, as
identified on a computer file, microfiche list or other list furnished by the
Transferor to the Trustee.
 
  "Required Amount" means on the first business day following a Monthly
Period, the amount, if any, by which the full amount to be paid pursuant to
clauses (i)-(xiii) in "Description of the Offered Certificates--Payments of
Fees, Interest, and Other Items" for such prior Monthly Period exceeds the
portion of the Available
 
                                      117
Series Interest Collections applied to the payment of the amounts described in
such clauses for such prior Monthly Period.
 
  "Revolving Period" with respect to Series 1998-2 means the period from and
including the Series 1998-2 Issuance Date to, but not including, the earlier
of (a) the commencement of the Controlled Accumulation Period and (b) the
commencement of the Early Amortization Period.
 
  "SAU" means "sold and unpaid" and refers to inventory that the Dealer has
sold without immediate repayment to Green Tree.
 
  "SAU/NSF" means an account that is deemed delinquent when (i) there is an
unpaid receivable balance as to which the related product has been sold and
such receivable balance has not been paid by the related Dealer or (ii) a
payoff check from the related Dealer has been returned because of insufficient
funds.
 
  "Securities Act" means the Securities Act of 1933, as amended.
 
  "Series" means any series of certificates issued by the Trust pursuant to a
Supplement, including the 1998-2 Series Supplement.
 
  "Series Allocation Percentage" means, on any date of determination, the
percentage equivalent of a fraction the numerator of which is the Invested
Amount of such Series and the denominator of which is the sum of the Invested
Amounts of all Series then outstanding.
 
  "Series Available Interest Collections" means the amount of the Floating
Allocation Percentage of Interest Collections available in the Collection
Account.
 
  "Series Issuance Date" means the date of issuance of any other Series.
 
  "Series 1998-2" means the Offered Certificates, the Class C Certificates and
the Class D Certificates.
 
  "Series 1998-2 Issuance Date" means     , 1998.
 
  "Series 1998-2 Supplement" means the Supplement, dated as of     , 1998,
among the Transferor, the Servicer and the Trustee, relating to the Series
1998-2 Certificates.
 
  "Series 1998-2 Termination Date" means the earlier of (i) the Distribution
Date on which the Invested Amount is paid in full and (ii) the Distribution
Date.
 
  "Service Transfer" means, in the event of a Servicer Default, the
termination of all rights and obligations of the Servicer as servicer under
the Pooling and Servicing Agreement and in and to the Receivables and the
proceeds thereof and the appointment by the Trustee of a new Servicer.
 
  "Servicer" means Green Tree Financial Corporation or an Affiliate or
successor of Green Tree Financial Corporation, and any replacement Servicer as
provided in the Pooling and Servicing Agreement.
 
  "Servicer Default" means any of the following events: (i) failure by the
Servicer to make any payment, transfer, or deposit, or to give instructions to
the Trustee to make certain payments, transfers, or deposits within five
business days after the date the Servicer is required to do so under the
Pooling and Servicing Agreement or any Supplement; provided, however, that any
such failure caused by a nonwillful act of the Servicer shall not constitute a
Servicer Default if the Servicer promptly remedies such failure within five
business days after receiving notice of such failure or otherwise becoming
aware of such failure; (ii) failure on the part of the Servicer duly to
observe or perform in any respect any other covenants or agreements of the
Servicer which has a material adverse effect on the certificateholders of any
Series then outstanding and which continues unremedied for a period of 60 days
after written notice of such failure, requiring the same to be remedied, shall
have been
 
                                      118
given to the Servicer by the Trustee, or to the Servicer and the Trustee by
holders of Certificates evidencing undivided interests aggregating not less
than 50% of the Invested Amount of any Series materially adversely affected
thereby and continues to have a material adverse effect on the
certificateholders of any Series then outstanding for such period; or the
delegation by the Servicer of its duties under the Pooling and Servicing
Agreement, except as specifically permitted thereunder; (iii) any
representation, warranty, or certification made by the Servicer in the Pooling
and Servicing Agreement, or in any certificate delivered pursuant to the
Pooling and Servicing Agreement, proves to have been incorrect when made which
has a material adverse effect on the certificateholders of any Series then
outstanding, and which continues to be incorrect in any material respect for a
period of 60 days after written notice of such failure, requiring the same to
be remedied, shall have been given to the Servicer by the Trustee, or to the
Servicer and Trustee by the holders of Certificates evidencing undivided
interests aggregating not less than 50% of the Invested Amount of any Series
materially adversely affected thereby and continues to have a material adverse
effect on such certificateholders for such period; or (iv) the occurrence of
certain events of bankruptcy, insolvency, or receivership of the Servicer.
 
  "Servicing Fee Rate" means 2.00% per annum.
 
  "Servicing Compensation" means the Monthly Servicing Fee and certain other
amounts (as specified in the Pooling and Servicing Agreement and the Series
Supplement) which the Servicer will receive from the Trust.
 
  "Shared Principal Collections" means the amount of Principal Collections for
any business day allocated by the Servicer to the Class A, Class B and Class C
Certificateholders' Interest (other than amounts allocated to the Transferor
Retained Class) remaining after covering required deposits or payments to the
Certificateholders and any similar amount remaining for any other Series.
 
  "Standard & Poor's" means Standard & Poor's Rating Services, a Division of
The McGraw-Hill Companies, Inc., or any successor thereto.
 
  "Supplement" means any supplement to the Pooling and Servicing Agreement.
 
  "Supplemental Certificate" means a second certificate issued in addition to
a newly issued Exchangeable Transferor Certificate which was exchanged for an
Exchangeable Transferor Certificate.
 
  "Terms and Conditions" means the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System and
applicable Belgian law which govern securities clearance accounts and cash
accounts within the Euroclear System.
 
  "Transfer Agent and Registrar" means the transfer agent and registrar, which
initially will be the Trustee.
 
  "Transfer Date" means, with respect to any Series, the business day
immediately prior to the Distribution Date on which the Servicer may make
deposits and payments.
 
  "Transfer Deposit Amount" means, on any date on which a reassignment of an
Ineligible Receivable is to occur, the amount of the deposit by the Transferor
into the Collection Account in immediately available funds, equal to the
amount by which the Transferor Interest is less than the Minimum Transferor
Interest.
 
  "Transferor" means Green Tree Floorplan Funding Corp.
 
  "Transferor Interest" means the Transferor's right to the assets of the
Trust not allocated to the Series 1998-2 Certificateholders' interest or the
interest of the holders of certificates of any other Series pursuant to the
Pooling and Servicing Agreement and applicable Supplements.
 
  "Transferor Interest Collections" means, on any business day, the Series
Allocation Percentage of the Interest Collections allocable to the Transferor
Interest for such business day.
 
 
                                      119
"Transferor Percentage" (a) when used with respect to Principal Collections
during the Revolving Period and Interest Collections and the amount of
Defaulted Receivables at all times, 100% minus the sum of the Floating
Allocation Percentage and the floating allocation percentages for all other
Series and (b) when used with respect to Principal Collections during the
Controlled Accumulation Period or Early Amortization Period, 100% minus the
sum of the Fixed/Floating Allocation Percentage and the allocation percentages
used with respect to Principal Collections for all other Series.
 
  "Transferor Retained Class" means any class of investor certificates of any
Series that the Transferor is initially required to retain pursuant to the
terms of any Supplement.
 
  "Trust" means the Green Tree Floorplan Receivables Master Trust.
 
  "Trust Accounts" means the Interest Funding Account, the Principal Account,
the Distribution Account, the Collection Account, the Excess Funding Account,
the Pre-Funding Account and the Class D Subaccount of the Excess Funding
Account.
 
  "Trust Portfolio" means the Receivables conveyed to the Trust that arise in
Accounts selected from Green Tree's portfolio of accounts on the basis of
criteria set forth in the Pooling and Servicing Agreement and the 1998-2
Series Supplement as applied on the Cut-off Date and, with respect to
Additional Accounts, as of the related date of their designation.
 
  "Trust Termination Date" means the date in which the Trust will terminate on
the earlier of (a) the day after the Distribution Date following the date on
which funds shall have been deposited in the Distribution Account for the
payment to certificateholders outstanding sufficient to pay in full the
aggregate investor interest of all Series outstanding plus interest thereon at
the applicable certificate rates to the next Distribution Date and (b) a date
which shall not be later than         , or (c) if the Receivables are sold,
disposed of or liquidated following the occurrence of an Insolvency Event,
immediately following such sale, disposition or liquidation, unless the
Servicer and the holder of the Exchangeable Transferor Certificate instruct
the Trustee otherwise.
 
  "Trustee" means Norwest Bank Minnesota, National Association.
 
  "UCC" means the Uniform Commercial Code, as amended from time to time, as in
effect in the applicable jurisdiction.
 
  "U.S. Person" means (i) a citizen or resident of the United States, (ii) a
corporation or partnership organized in or under the laws of the United States
or any political subdivision thereof or (iii) an estate the income of which is
includible in gross income for United States tax purposes, regardless of its
source.
 
  "Underwriter" means J.P. Morgan Securities Inc..
 
  "Underwriting Agreement" means the underwriting agreement dated    , 1998,
among the Transferor, Green Tree and the Underwriter.
 
                                      120
ANNEX A
 
         GLOBAL CLEARANCE SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
 
  Except in certain limited circumstances, the globally offered Floating Rate
Floorplan Receivable Trust Certificates, Series 1998-2 (the "Global
Securities") will be available only in book-entry form. Investors in the
Global Securities may hold such Global Securities through any of The
Depository Trust Company ("DTC"), Cedel or Euroclear. The Global Securities
will be tradeable as home market instruments in both the European and U.S.
domestic markets. Initial settlement and all secondary trades will settle in
same-day funds.
 
  Secondary market trading between investors holding Global Securities through
Cedel and Euroclear will be conducted in the ordinary way in accordance with
their normal rules and operating procedures and in accordance with
conventional eurobond practice (i.e., seven calendar day settlement).
 
  Secondary market trading between investors holding Global Securities through
DTC will be conducted according to the rules and procedures applicable to U.S.
corporate debt obligations.
 
  Secondary cross-market trading between Cedel or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-
payment basis through the respective Depositaries of Cedel and Euroclear (in
such capacity) and as DTC Participants.
 
  Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing
organizations or their participants.
 
INITIAL SETTLEMENT
 
  All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities
will be represented through financial institutions acting on their behalf as
direct and indirect Participants in DTC. As a result, Cedel and Euroclear will
hold positions on behalf of their participants through their respective
Depositaries, which in turn will hold such positions in accounts as DTC
Participants.
 
  Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to conventional credit card certificate
issues. Investor securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.
 
  Investors electing to hold their Global Securities through Cedel or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no "lock-up" or restricted period. Global Securities will be credited to
the securities custody accounts on the settlement date against payment in the
same-day funds.
 
SECONDARY MARKET TRADING
 
  Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and Transferor's
accounts are located to ensure that settlement can be made on the desired
value date.
 
  Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to conventional
credit card certificate issues in same-day funds.
 
                                      A-1
Trading between Cedel and/or Euroclear Participants. Secondary market
trading between Cedel Participants or Euroclear Participants will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
 
  Trading between DTC Transferor and Cedel or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC Participant to the
accounts of a Cedel Participant or a Euroclear Participant, the purchaser will
send instructions to Cedel or Euroclear through a Cedel Participant or
Euroclear Participant at least one business day prior to settlement. Cedel or
Euroclear will instruct the respective Depositary, as the case may be, to
receive the Global Securities against payment. Payment will include interest
accrued on the Global Securities from and including the last coupon payment
date to and excluding the settlement date, on the basis of actual days elapsed
and a 360 day year. Payment will then be made by the respective Depositary to
the DTC Participant's account against delivery of the Global Securities. After
settlement has been completed, the Global Securities will be credited to the
respective clearing system and by the clearing system, in accordance with its
usual procedures, to the Cedel Participant's or Euroclear Participant's
account. The Global Securities credit will appear the next day (European time)
and the cash debit will be bad-valued to, and the interest on the Global
Securities will accrue from, the value date (which would be the preceding day
when settlement occurred in New York). If settlement is not completed on the
intended value date (i.e., the trade fails), the Cedel or Euroclear cash debit
will be valued instead as of the actual settlement date.
 
  Cedel Participants and Euroclear Participants will need to make available to
the respective clearing systems the funds necessary to process De-day funds
settlement. The most direct means of doing so is to pre-position funds for
settlement, either from cash on hand or existing lines of credit, as they
would for any settlement occurring within Cedel or Euroclear. Under this
approach, they may take on credit exposure to Cedel or Euroclear until the
Global Securities are credited to their accounts one day later.
 
  As an alternative, if Cedel or Euroclear has extended a line of credit to
them, Cedel Participants or Euroclear Participants can elect not to
preposition funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Cedel Participants or Euroclear Participants
purchasing Global Securities would incur overdraft charges for one day,
assuming they cleared the overdraft when the Global Securities were credited
to their accounts. However, interest on the Global Securities would accrue
form the value date. Therefore, in many cases the investment income on the
Global Securities earned during that one-day period may substantially reduce
or offset the amount of such overdraft charges, although this result will
depend on each Cedel Participant's or Euroclear Participant's particular cost
of funds.
 
  Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities
to the respective Depositary for the benefit of Cedel Participants or
Euroclear Participants. The sale proceeds will be available to the DTC
Transferor on the settlement date. Thus, to the DTC Participants a cross-
market transaction will settle no differently than a trade between two DTC
Participants.
 
  Trading between Cedel or Euroclear Transferor and DTC purchaser. Due to time
zone differences in their favor, Cedel Participants and Euroclear Participants
may employ their customary procedures for transactions in which Global
Securities are to be transferred by the respective clearing system, through
the respective Depositary, to a DTC Participant. The Transferor will send
instructions to Cedel or Euroclear through a Cedel Participant or Euroclear
Participant at least one business day prior to settlement. In these cases,
Cedel or Euroclear will instruct the respective Depositary, as appropriate, to
deliver the bonds to the DTC Participant's account against payment. Payment
will include interest accrued on the Global Securities from and including the
last coupon payment date to and excluding the settlement date on the basis of
actual days elapsed and a 360 day year. The payment will then be reflected in
the account of the Cedel Participant or Euroclear Participant the following
day, and receipt of the cash proceeds in the Cedel Participant's or Euroclear
Participant's account would be back-valued to the value date (which would be
the preceding day, when settlement occurred in New York). Should the Cedel
Participant or Euroclear Participant have a line of credit with its respective
clearing
 
                                      A-2
system and elect to be in debt in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft charges
incurred over that one-day period. If settlement is not completed on the
intended value date (i.e., the trade fails), receipt of the cash proceeds in
the Cedel Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.
 
  Finally, day traders that use Cedel or Euroclear and that purchase Global
Securities from DTC Participants for delivery to Cedel Participants or
Euroclear Participants should note that these trades would automatically fail
on the sale side unless affirmative action were taken. At least three
techniques should be readily available to eliminate this potential problem:
 
    (a) borrowing through Cedel or Euroclear for one day (until the purchase
  side of the day trade is reflected in their Cedel or Euroclear accounts) in
  accordance with the clearing system's customary procedures;
 
    (b) borrowing the Global Securities in the U.S. from a DTC Participant no
  later than one day prior to settlement, which would give the Global
  Securities sufficient time to be reflected in their Cedel or Euroclear
  account in order to settle the sale side of the trade; or
 
    (c) staggering the value dates for the buy and sell sides of the trade so
  that the value date for the purchase form the DTC Participant is at least
  one day prior to the value date for the sale to the Cedel Participant or
  Euroclear Participant.
 
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
 
  A beneficial owner of Global Securities holding securities through Cedel or
Euroclear (or through DTC if the holder has an address outside the U.S.) will
be subject to the 30% U.S. withholding tax that generally applies to payments
of interest (including original issue discount) on registered debt issued by
U.S. Persons, unless (i) each clearing system, bank or other financial
institution that holds customers' securities in the ordinary course of its
trade or business in the chain of intermediaries between such beneficial owner
and the U.S. entity required to withhold tax complies with applicable
certification requirements and (ii) such beneficial owner takes one of the
following steps to obtain an exemption or reduced tax rate:
 
  Exemption for non-U.S. Persons (Form W-8). Beneficial owners of Certificates
that are non-U.S. Persons can obtain a complete exemption from the withholding
tax by filing a signed Form W-8 (Certificate of Foreign Status) and a
certificate under penalties of perjury (the "Tax Certificate") that such
beneficial owner is (i) not a controlled foreign corporation (within the
meaning of Section 957(a) of the Code) that is related (within the meaning of
Section 864(d)(4) of the Code) to the Trust or the Transferor and (ii) not a
10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of the Trust or the Transferor. If the information shown on Form W-8 or
the Tax Certificate changes, a new Form W-8 or Tax Certificate, as the case
may be, must be filed within 30 days of such change.
 
  Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its
conduct of a trade or business in the United States, can obtain an exemption
from the withholding tax by filing Form 4224 (Exemption from Withholding of
Tax on Income Effectively Connected with the Conduct of a Trade or Business in
the United States).
 
  Exemption or reduced rate for non-U.S. persons resident in treaty countries
(Form 1001). Non-U.S. Persons that are Certificate Owners residing in a
country that has a tax treaty with the United States can obtain an exemption
or reduced tax rate (depending on the treaty terms) by filing Form 1001
(Ownership, Exemption or Reduced Rate Certificate). If the treaty provides
only for a reduced rate, withholding tax will be imposed at that rate unless
the filer alternatively files Form W-8. Form 1001 may be filed by the
Certificate Owner or his agent.
 
                                      A-3
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
 
  U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his
agent, files by submitting the appropriate form to the person through whom it
holds (the clearing agency, in the case of persons holding directly on the
books of the clearing agency). Form W-8 and Form 1001 are effective for three
calendar years and Form 4224 is effective for one calendar year.
 
  The term "U.S. Person" means (i) a citizen or resident of the United States,
(ii) a corporation or partnership organized in or under the laws of the United
States or any political subdivision thereof, (iii) an estate the income of
which is includible in gross income for United States tax purposes, regardless
of its source or (iv) a trust if (A) a court within the United States is able
to exercise primary supervision over the administration of the trust and (B)
one or more United States trustees have authority to control all substantial
decisions of the trust. This summary does not deal with all aspects of U.S.
Federal income tax withholding that may be relevant to foreign holders of the
Global Securities. Investors are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of the Global
Securities.
 
                                      A-4
ANNEX B
 
                                 OTHER SERIES
 
  The table below sets forth the principal characteristics of Series 1995-1,
Series 1996-1, Series 1996-2 and Series 1998-1, the only Series heretofore
issued by the Trust. Series 1996-1 is a series of variable funding
certificates, meaning that the aggregate outstanding principal amount of
Series 1996-1 Certificates may be increased or decreased from time to time
subject to a maximum amount. It is expected that the aggregate outstanding
principal amount of the Series 1996-1 Certificates will be zero on the Series
1998-2 Issuance Date. For more specific information with respect to any
Series, any prospective investor should contact the Servicer at (651) 293-
3400. The Servicer will provide, without charge, to any prospective purchaser
of the Certificates, a copy of the disclosure documents for any previous
publicly issued Series.
 
SERIES 1995-1
Scheduled Series Termination Date............................. December 13, 2000
Series Issuance Date.......................................... December 1995
Annual Servicing Fee Percentage............................... 2.00%
CLASS A CERTIFICATES
Initial Invested Amount.............. $409,400,000
Expected Invested Amount as of        $409,400,000
 Closing Date........................
Certificate Rate..................... LIBOR + 0.16%
Commencement of Controlled            August 1998 (extendible)
 Accumulation Period.................
Enhancement.......................... Subordination of Class B Certificates,
                                       Class C Certificates and Class D
                                       Certificates
 
CLASS B CERTIFICATES
 
Initial Invested Amount.............. $18,400,000
Certificate Rate..................... LIBOR + 0.32%
Enhancement.......................... Subordination of Class C Certificates and
                                       Class D Certificates
 
CLASS C CERTIFICATES
 
Initial Invested Amount.............. $6,900,000
Certificate Rate..................... None
Enhancement.......................... Subordination of Class D Certificates
 
CLASS D CERTIFICATES
 
Initial Invested Amount.............. $25,300,000 (exclusive of the Class D
                                       Incremental Invested Amount)
Certificate Rate..................... None
B-1
SERIES 1996-1
Scheduled Series Termination Date..... September 13, 2000
Series Issuance Date.................. June 12, 1996
Annual Servicing Fee Percentage....... 2.0%
CLASS A CERTIFICATES
Invested Amount....................... Variable (subject to a maximum of
                                        $382,700,000)
Certificate Rate...................... Variable
Commencement of Amortization Period... June 1999
Enhancement........................... Subordination of Class B Certificates,
                                        Class C Certificates and Class D
                                        Certificates
 
CLASS B CERTIFICATES
 
Invested Amount....................... Variable (subject to a maximum of
                                        $17,200,000)
Certificate Rate...................... Variable
Enhancement........................... Subordination of Class C Certificates and
                                        Class D Certificates
 
CLASS C CERTIFICATES
 
Invested Amount....................... Variable (subject to a maximum of
                                        $6,450,000)
Certificate Rate...................... None
Enhancement........................... Subordination of Class D Certificates
 
CLASS D CERTIFICATES
 
Initial Invested Amount............... Variable
Certificate Rate...................... None
 
SERIES 1996-2
 
Scheduled Series Termination Date..... December 13, 2001
Series Issuance Date.................. December 18, 1996
Annual Servicing Fee Percentage....... 2.0%
CLASS A CERTIFICATES
Invested Amount...................... $478,800,000
Certificate Rate..................... LIBOR + 0.08%
Commencement of Controlled            August 1999
 Accumulation Period.................
Enhancement.......................... Subordination of Class B Certificates,
                                       Class C Certificates and Class D
                                       Certificates
 
CLASS B CERTIFICATES
 
Invested Amount...................... $21,500,000
Certificate Rate..................... LIBOR + 0.30%
Enhancement.......................... Subordination of Class C Certificates and
                                       Class D Certificates
 
CLASS C CERTIFICATES
 
Invested Amount...................... $8,100,000
Certificate Rate..................... None
Enhancement.......................... Subordination of Class D Certificates
 
CLASS D CERTIFICATES
 
Initial Invested Amount.............. $29,600,000 (exclusive of the Class D
                                       Incremental Invested Amount)
Certificate Rate..................... None
B-2
SERIES 1998-1
Scheduled Series Termination Date.... March 13, 2003
Series Issuance Date................. April 15, 1998
Annual Servicing Fee Percentage...... 2.00%
CLASS A CERTIFICATES
Invested Amount...................... $400,400,000
Certificate Rate..................... LIBOR + .05%
Commencement of Controlled            October 2000
 Accumulation Period.................
Enhancement.......................... Subordination of Class B Certificates,
                                       Class C Certificates and Class D
                                       Certificates
 
CLASS B CERTIFICATES
 
Invested Amount...................... $20,475,000
Certificate Rate..................... LIBOR + .27%
Enhancement.......................... Subordination of Class C Certificates and
                                       Class D Certificates
 
CLASS C CERTIFICATES
 
Invested Amount...................... $19,337,000
Certificate Rate..................... LIBOR + .70%
Enhancement.......................... Subordination of Class D Certificates
CLASS D CERTIFICATES
Initial Invested Amount................... $14,788,000 (exclusive of the Class D
                                            Incremental Invested Amount)
Certificate Rate.......................... LIBOR + .70%
B-3
PRINCIPAL OFFICE OF
                                 THE TRANSFEROR
 
                              500 Landmark Towers
                              345 St. Peter Street
                        Saint Paul, Minnesota 55102-1639
 
                                    TRUSTEE
                              AND TRUST'S ADDRESS
 
                  Norwest Bank Minnesota, National Association
                                 Norwest Center
                       Sixth Street and Marquette Avenue
                       Minneapolis, Minnesota 55479-0669
 
                                 PAYING AGENTS
 
    Norwest Bank Minnesota, National           Banque Generale du Luxembourg
              Association                         50, avenue J.F. Kennedy
             Norwest Center                               L-2951
   Sixth Street and Marquette Avenue                    Luxembourg
   Minneapolis, Minnesota 55479-0669
 
                                 LISTING AGENT
 
                         Banque Generale du Luxembourg
                            50, avenue J.F. Kennedy
                                     L-2951
                                   Luxembourg
 
    LEGAL ADVISOR TO THE TRANSFEROR          LEGAL ADVISOR TO THE UNDERWRITER
        AS TO UNITED STATES LAW                   AS TO UNITED STATES LAW
 
 
          Dorsey & Whitney LLP                       Brown & Wood LLP
         220 South Sixth Street                   One World Trade Center
      Minneapolis, Minnesota 55402               New York, New York 10048
 
                    SPECIAL LEGAL ADVISOR TO THE TRANSFEROR
                        AS TO UNITED STATES TAX MATTERS
 
                              Dorsey & Whitney LLP
                             220 South Sixth Street
                          Minneapolis, Minnesota 55402
 
                   INDEPENDENT ACCOUNTANTS TO THE TRANSFEROR
 
                             KPMG Peat Marwick LLP
                              4200 Norwest Center
                              90 South 7th Street
                       Minneapolis, Minnesota 55402-3900
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION OR
TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REF-
ERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE TRANSFEROR OR THE UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF GREEN TREE FINANCIAL CORPORATION, GREEN TREE FLOORPLAN FUNDING CORP.
OR THE RECEIVABLES SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICI-
TATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITA-
TION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.
 
                                ---------------
 
                               TABLE OF CONTENTS
PAGE
                                                                            ----
Reports to Certificateholders..............................................   2
Available Information......................................................   2
Other Information..........................................................   2
Prospectus Summary.........................................................   3
Risk Factors...............................................................  26
The Trust..................................................................  32
The Transferor.............................................................  33
Green Tree Financial Corporation and its Commercial Finance Division.......  33
The Receivables............................................................  39
The Accounts...............................................................  41
Maturity Considerations....................................................  45
Use of Proceeds............................................................  48
Description of the Offered Certificates....................................  48
Description of the Purchase Agreement......................................  86
Certain Legal Aspects of the Receivables...................................  88
Certain Federal Income Tax
 Consequences..............................................................  91
Employee Benefit Plan Considerations.......................................  96
Underwriting...............................................................  98
Listing and General Information............................................  98
Legal Matters..............................................................  99
Glossary of Terms.......................................................... 100
Annex A.................................................................... A-1
Annex B.................................................................... B-1
---------------
 
UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS EFFECTING TRANS-
ACTIONS IN THE OFFERED CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DIS-
TRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
$
 
LOGO
 
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
 
$             Floating Rate
Floorplan Receivable Trust Certificates,
Series 1998-2, Class A
 
$             Floating Rate
Floorplan Receivable Trust Certificates,
Series 1998-2, Class B
 
GREEN TREE FLOORPLAN FUNDING CORP.
Transferor
 
GREEN TREE FINANCIAL CORPORATION
Servicer
 
J.P. MORGAN & CO.
 
PROSPECTUS
    , 1998
PART II.
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee........................................... $    295.00
   Blue Sky fees and expenses.....................................            *
   Accountant's fees and expenses.................................            *
   Attorney's fees and expenses...................................            *
   Trustee's fees and expenses....................................            *
   Printing and engraving expenses................................            *
   Rating Agency fees.............................................            *
   Miscellaneous..................................................            *
                                                                   -----------
     Total........................................................ $          *
                                                                   ===========
--------
  * To be supplied by amendment
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
  (a) Exhibits:
*1.1 Proposed form of Underwriting Agreement
   ***3.1 Certificate of Incorporation of Green Tree Floorplan Funding Corp.
   ***3.2 Bylaws of Green Tree Floorplan Funding Corp.
  ****4.1 Pooling and Servicing Agreement dated December 1, 1995
     *4.2 Form of Series 1998-2 Supplement to the Pooling and Servicing
           Agreement dated as of September 1, 1998
  ****4.3 Receivables Purchase Agreement dated December 1, 1995
    **4.4 Amendment No. 1 to the Pooling and Servicing Agreement dated as of
           March 11, 1998
     *5.1 Opinion and consent of Dorsey & Whitney LLP as to legality
     *8.1 Opinion and consent of Dorsey & Whitney LLP as to tax matters
    *23.1 Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1)
    *23.2 Consent of Dorsey & Whitney LLP (included as part of Exhibit 8.1)
     24.1 Power of attorney from officers and directors of the Registrants
           (Included at II-2)
--------
    *To be filed by amendment.
   **Incorporated by reference to the corresponding exhibit to Post Effective
    Amendment No. 1 to the Registration Statement on Form S-1, Registration
    No. 333-47533, filed April 15, 1998.
  ***Incorporated by reference to the corresponding exhibit numbers in
    Amendment No. 1 to the Company's Registration Statement on Form S-1
    Registration No. 33-62433, filed November 8, 1995.
 ****Incorporated by reference to the corresponding exhibit in the Company's
    Registration Statement on Form S-1, Registration No. 333-15285, filed
    October 31, 1996.
 
  (b) Financial Statements:
 
    Not Applicable
 
                                     II-1
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAINT PAUL, STATE OF
MINNESOTA, ON THE 24TH DAY OF JULY, 1998.
 
 
                                          Green Tree Floorplan Funding Corp.
 
                                                   /s/ Phyllis A. Knight
                                          By __________________________________
                                                   PHYLLIS A. KNIGHT
                                               Senior Vice President and
                                                       Treasurer
 
                               POWER OF ATTORNEY
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATE INDICATED. EACH PERSON WHOSE SIGNATURE TO THIS REGISTRATION STATEMENT
APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS JOEL H. GOTTESMAN AND PHYLLIS A.
KNIGHT, AND EACH OF THEM, AS HIS OR HER TRUE AND LAWFUL ATTORNEY-IN-FACT AND
AGENT, WITH FULL POWER OF SUBSTITUTION, TO SIGN ON HIS OR HER BEHALF
INDIVIDUALLY AND IN THE CAPACITY STATED BELOW, AND TO PERFORM ANY ACTS
NECESSARY TO BE DONE IN ORDER TO FILE ALL AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND ANY AND ALL INSTRUMENTS OR
DOCUMENTS FILED AS PART OF OR IN CONNECTION WITH THIS REGISTRATION STATEMENT
OR THE AMENDMENTS THERETO, AND EACH OF THE UNDERSIGNED DOES HEREBY RATIFY AND
CONFORM ALL THAT SAID ATTORNEY-IN-FACT AND AGENT, OR HIS OR HER SUBSTITUTES,
SHALL DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
 
 
              SIGNATURE                        TITLE                 DATE
 
        /s/ Richard G. Evans           President and             July 24, 1998
-------------------------------------   Director
          RICHARD G. EVANS
 
 
       /s/ Phyllis A. Knight           Senior Vice               July 24, 1998
-------------------------------------   President and
          PHYLLIS A. KNIGHT             Treasurer
                                        (Principal
                                        Financial Officer
                                        and Principal
                                        Accounting Officer)
 
 
        /s/ Joel H. Gottesman          Senior Vice               July 24, 1998
-------------------------------------   President and
          JOEL H. GOTTESMAN             Director
 
          /s/ Paul A. Boyum            Director                  July 24, 1998
-------------------------------------
            PAUL A. BOYUM
 
          /s/ Gary P. Mills            Director                  July 24, 1998
-------------------------------------
 
            GARY P. MILLS
 
 
 
                                     II-2
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAINT PAUL, STATE OF
MINNESOTA, ON THE 24TH DAY OF JULY, 1998.
 
 
                                          Green Tree Floorplan Receivables
                                           Master Trust
 
                                          By Green Tree Floorplan Funding
                                           Corp.
 
                                                   /s/ Phyllis A. Knight
                                          By __________________________________
                                                   PHYLLIS A. KNIGHT
                                               Senior Vice President and
                                                       Treasurer
 
                                      II-3
INDEX TO EXHIBITS
 
                                                                           PAGE
*1.1 Proposed form of Underwriting Agreement
   ***3.1 Certificate of Incorporation of Green Tree Floorplan Funding Corp.
   ***3.2 Bylaws of Green Tree Floorplan Funding Corp.
  ****4.1 Pooling and Servicing Agreement dated December 1, 1995
     *4.2 Form of Series 1998-2 Supplement to the Pooling and Servicing
           Agreement dated as of September 1, 1998
  ****4.3 Receivables Purchase Agreement dated December 1, 1995
    **4.4 Amendment No. 1 to the Pooling and Servicing Agreement dated as of
           March 11, 1998
     *5.1 Opinion and consent of Dorsey & Whitney LLP as to legality
     *8.1 Opinion and consent of Dorsey & Whitney LLP as to tax matters
    *23.1 Consent of Dorsey & Whitney LLP (included as part of Exhibit 5.1)
    *23.2 Consent of Dorsey & Whitney LLP (included as part of Exhibit 8.1)
     24.1 Power of attorney from officers and directors of the Registrants
           (Included at II-2)
--------
    *To be filed by amendment.
   **Incorporated by reference to the corresponding exhibit to Post Effective
    Amendment No. 1 to the Registration Statement on Form S-1, Registration
    No. 333-47533, filed April 15, 1998.
  ***Incorporated by reference to the corresponding exhibit numbers in
    Amendment No. 1 to the Company's Registration Statement on Form S-1
    Registration No. 33-62433, filed November 8, 1995.
 ****Incorporated by reference to the corresponding exhibit in the Company's
    Registration Statement on Form S-1, Registration No. 333-15285, filed
    October 31, 1996.
 
  (b) Financial Statements:
 
    Not Applicable