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[LETTERHEAD OF PRICEWATERHOUSECOOPERS]
Report of Independent Accountants on Applying Agreed-Upon Procedures
Green Tree Financial Corporation
Green Tree Floorplan Funding Corporation
Norwest Bank, Minnesota, N.A.
We have performed the procedures enumerated below, which were agreed to by Green
Tree Floorplan Funding Corporation as Transferor, Green Tree Financial
Corporation as Servicer, Norwest Bank Minnesota as Trustee solely to reperform
certain accounting procedures performed by the Servicer pursuant to certain
documents and records relating to the servicing of Receivables under the Green
Tree Floorplan Receivables Master Trust Series 1995-1, 1996-1, 1996-2, 1998-1
and 1998-2 Pooling and Servicing Agreements (the Agreements). This engagement to
apply agreed-upon procedures was performed in accordance with standards
established by the American Institute of Certified Public Accountants. The
sufficiency of the procedures is solely the responsibility of the specified
users of the report. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose for which
this report has been requested or for any other purpose.
The procedures and the associated findings are as follows:
1. Obtain the trust schedules showing the daily amount of receivables activity
in the accounts (herein referred to as the Daily Report) for five days
within calendar year 1998 (the period). Compare amounts set forth on the
Daily Report representing sales, returns, cash collections, exchanges,
allowances and bad debt charge-off's with the corresponding amounts set
forth in the accounts receivable reports. Additionally, verify the
mathematical accuracy of the Daily Reports.
We found zero deviations as a result of performing this procedure.
2. For the five days within the period selected in the procedure above,
compare the cash collection amounts appearing on the Daily Report to the
Servicer's accounts receivable reports. Additionally, compare the cash
transfer amounts indicated on the Daily Reports to entries on the relevant
trust bank statements.
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[LETTERHEAD OF PRICEWATERHOUSECOOPERS]
We found zero deviations as a result of performing this procedure.
3. Compare the aggregate account balances in the "current" and "90 days and
over" categories as reflected on the Monthly Distribution Date Statements
to the corresponding amounts set forth in the Servicer's accounts
receivable aging reports as of three month-ends within the period.
We found zero deviations as a result of performing this procedure.
4. Select five weekly periods and compare the beginning and ending total
receivables balances on the Servicer's accounts receivables reports with
the corresponding balances on the corresponding Daily Report. Additionally,
verify the mathematical accuracy of the calculation of beginning and ending
principal receivable balances and beginning and ending imputed yield
receivable balances.
We found zero deviations as a result of performing this procedure.
5. Select five days during the period and re-compute the daily allocation of
principal, finance charge, and discount option receivable collections to
each series, based upon information appearing on the Daily Reports.
We found zero deviations as a result of performing this procedure.
6. Compare the amounts shown on the Monthly Distribution Date Statements
during the period to the information contained in the corresponding Daily
Reports.
We found zero deviations as a result of performing this procedure.
7. Inquire of the Servicer as to whether there had been any changes in the
discount factor during the period.
The Servicer informed us that the discount factor has not changed and has
remained at zero percent since the establishment of the Master Trust.
8. Compare the mathematical calculations set forth in each of the monthly
certificates forwarded by the Servicer during the period covered by such
report with the computer reports which were the source of such amounts.
We found one deviation in the calculation of the "Additional Principal
Receivables" balance on the January 1998 form of the Monthly Statement for
the Green Tree Floorplan Receivables Master Trust Series 1995-1. We found
no other deviations as a result of performing this procedure.
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[LETTERHEAD OF PRICEWATERHOUSECOOPERS]
We were not engaged to, and did not, perform an audit, the objective of which
would be the expression of an opinion on the specified elements, accounts, or
items. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that would
have been reported to you.
This report is intended solely for the use of the specified users listed above
and should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.
/s/ PricewaterhouseCoopers LLP
March 30, 1999
