Contracts :  Any retail installment sales contracts or installment loan agreements or promissory notes evidencing an Obligor’s obligation to pay the indebtedness provided for therein and evidencing the respective security interest in a Manufactured Home and, in some cases, in the real estate upon which the Manufactured Home is located, which Contracts are to be sold and assigned by Seller to Buyer and which are set forth in the Schedule of Contracts and are the subject of this Agreement.  The Contracts include, without limitation, all related Security Instruments and security interests created thereby and any and all rights to receive payments (including principal, interest and fees) pursuant thereto from and after the applicable Cut-Off Date, but exclude any rights to receive payments that are received prior to the applicable Cut-Off Date and applied prior to the applicable Cut-Off Date.  For purposes of this Agreement, the term “Contracts” used herein shall include the Additional Contracts purchased by Buyer at the Second Closing Date, as appropriate, using the applicable Cut-Off Date and applicable Closing Date for such Additional Contracts.

Contract File :  A file maintained by Seller with respect to a Contract including, but not limited to, the documents described in Section 9.3(a) of this Agreement.

Contract Rate :  With respect to a Contract, the annualized rate of interest to be paid by an Obligor, as stated in a Contract.

Conveyed Property :  As defined in Section 2.1(a) of this Agreement.

Cut-Off Date :  The close of business on July 26, 2005, for the First Closing Date, and the close of business on the second Business Day preceding the Second Closing Date for the Second Closing Date.

Financing Statement :  As defined in Section 2.3 of this Agreement.

First Closing Date :  Subject to the terms and conditions of this Agreement, the First Closing Date shall be July 29, 2005, or such other date as may be mutually agreed to by Seller and Buyer.

Losses :  Any losses, liabilities, claims, damages, costs, expenses (including reasonable attorneys’ fees and expenses at trial, on appeal or otherwise) and disbursements, collectively, including, without limitation, any such losses, liabilities, claims, damages, costs, expenses and disbursements arising from or related to third party claims; and net of any insurance proceeds and payments from any other responsible parties that are paid, without any condition or contingency, to the respective Person claiming such Losses.

Manufactured Home :  A unit of manufactured or modular housing, including all accessions thereto, securing the indebtedness of an Obligor under the related Contract.

Mortgage :  A mortgage, deed of trust, security deed or similar instrument creating a first lien on an estate in fee simple in real property that may, in some cases, secure the real estate upon which the Manufactured Home is located in addition to the first priority lien on the Manufactured Home that secures a Contract.

Obligor :  The Person or Persons who is indebted under a Contract, or who has acquired a Manufactured Home subject to such Contract.

Parent :  As defined in the first paragraph of this Agreement.

Person :  Any individual, corporation, partnership, limited liability company, limited liability partnership, business trust, joint venture, association, joint stock company, trust (including any

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beneficiary thereto), unincorporated organization or other entity or a government body or any agency or political subdivision thereof.

Purchase Price :

(a)                                   Subject to the proviso below in this paragraph and also subject to paragraph (c) below, for the Contracts and related Conveyed Property sold by Seller to Buyer on the First Closing Date, ninety-five and seven-tenths percent (95.7%) of the aggregate Unpaid Principal Balance of the Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the First Closing Date plus one hundred percent (100%) of the accrued but unpaid interest payable on each Contract that is thirty (30) days or less delinquent as of the Cut-Off Date for the First Closing Date, not to exceed more than thirty (30) days accrued interest for each such Contract; provided, that for the Contracts and related Conveyed Property sold by Seller to Buyer on the First Closing Date in which the Obligor or related Property under the Contract is involved in bankruptcy proceedings, which are listed on Schedule 5.2(s) , sixty-five percent (65%) of the aggregate Unpaid Principal Balance of the Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the First Closing Date; plus, with respect to the Contracts purchased on the First Closing Date, Buyer shall pay Seller an amount equal to sixty percent (60%) of the unearned forced placed insurance premiums listed on Schedule 5.2(c) , not to exceed ten thousand dollars ($10,000).   In addition, and pursuant to the terms of the Asset Purchase Agreement (“APA”) by and among Parent, Fleetwood Retail Corp., and Fleetwood Retail Corp. Affiliates, and CMH Homes, Inc. and CMH of KY, Inc., dated July 7, 2005, in the event the sale of all or substantially all of the retail operations as contemplated by the APA is consummated, an additional amount for the Conveyed Property sold by Seller to Buyer on the First Closing Date shall be paid to Parent under the APA, which additional amount shall equal two and three-tenths percent (2.3%) of the Unpaid Principal Balance of the Contracts as of the Cut-off Date for the First Closing Date.

(b)                                  Subject to paragraph (c) below, for the Additional Contracts and related Conveyed Property sold by Seller to Buyer on the Second Closing Date, ninety-eight percent (98%) of the aggregate Unpaid Principal Balance of the Additional Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the Second Closing Date (or ninety-five and seven tenths percent (95.7%) of the aggregate Unpaid Principal Balance of the Additional Contracts purchased by Buyer pursuant to this Agreement as of the Cut-Off Date for the Second Closing Date if the sale of the retail operations as contemplated by the APA is not consummated) plus one hundred percent (100%) of the accrued but unpaid interest payable on each Additional Contract that is thirty (30) days or less delinquent as of the Cut-Off Date for the Second Closing Date, not to exceed more than thirty (30) days accrued interest for each such Contract.

(c)                                   In each case of paragraph (a) and (b) under this definition of Purchase Price, the respective Purchase Price payable by Buyer for the First Closing Date and the Second Closing Date shall be reduced by the following amounts, each as determined as of the applicable Cut-Off Date, (i) the dollar amount of insurance proceeds with respect to Contracts held by Seller which have not been applied to reduce the Unpaid Principal Balance of a Contract or otherwise disbursed (all such insurance proceeds, “Unapplied Insurance Proceeds”), (ii) the dollar amount of unapplied partial payments from Obligors in respect of a Contract which have not been applied to such Contract (all such payments, the “Unapplied Funds”), and (iii) the dollar amount of unapplied escrow deposits held by Seller with respect to a Contract (all such amounts, “Unapplied Escrow Amounts”).

Repurchase Price :  As defined in Section 5.4 of this Agreement.

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Schedule of Contracts :  The schedule listing the Contracts to be purchased by Buyer on the First Closing Date, which will be supplemented by an additional schedule for the purchase of the Additional Contracts on the Second Closing Date, in the form attached to this Agreement as Exhibit B , and delivered in accordance with Section 9.1 of this Agreement.

Second Closing Date :  As defined in Section 2.2 of this Agreement.

Security Instrument :  A manufacturer’s certificate or statement of origin, certificate of title, Uniform Commercial Code financing statement, Mortgage, Contract or security agreement duly filed and/or recorded, as required, in state and/or town/city/county offices, as appropriate, evidencing Seller’s perfected first priority security interest in a Manufactured Home and, if applicable, the real property on which a Manufactured Home is located and the applicable mortgage, trust deed, deed of trust or other security agreement evidencing Seller’s lien on such real property.

Seller :  As defined in the first paragraph of this Agreement.

Seller Financial Statements :  As defined in Section 5.1(m) of this Agreement.

Servicing Transfer Date :  As defined in Section 7.2 of this Agreement.

Taxes :  As defined in Section 5.1(i) of this Agreement.

Unpaid Principal Balance :  With respect to a Contract, as of a date of determination, the Obligor’s original principal balance minus the cumulative principal portion of each installment received prior to such date from the Obligor and applied to reduce such balance, the application of such installment having been determined in accordance with the terms and conditions of the Contract.

ARTICLE 2
PURCHASE AND SALE

2.1                                Purchase and Sale .

(a)                                   Subject to the terms and conditions set forth in this Agreement, on the applicable Closing Date, Seller hereby agrees to sell, assign, transfer, set over and convey to Buyer, and Buyer agrees to accept, without recourse but subject to the terms of this Agreement, all of Seller’s right, title and interest in and to: (i) the Contracts described in the Schedule of Contracts on the First Closing Date (including, without limitation, the Security Instruments and security interests created thereby), including all principal and interest payments with respect to and fees imposed pursuant to such Contracts received on or after the Cut-off Date for the First Closing Date; (ii) the Additional Contracts described in the supplement to the Schedule of Contracts on the Second Closing Date (including, without limitation, the Security Instruments and security interests created thereby), including all principal and interest payments with respect to and fees imposed pursuant to such Additional Contracts received on or after the Cut-off Date for the Second Closing Date; (iii) all of the rights under any hazard insurance policies relating to the Manufactured Homes and/or mortgaged properties securing the Contracts for the benefit of the creditor of such Contracts; (iv) any deposits and escrowed amounts for insurance, taxes or other expenses related to the Contracts; (v) all documents contained in the related Contract Files and servicing files; (vi) all servicing and collection rights related to the Contracts; and (vii) all

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proceeds derived from any of the foregoing (collectively referred to herein as the “Conveyed Property”).

(b)                                  As of the applicable Closing Date, the ownership of the Conveyed Property and the contents of the related Contract Files shall be vested in Buyer free and clear of all liens, claims and encumbrances.  Seller shall not take any action inconsistent with Buyer’s ownership of the Conveyed Property, and Seller shall promptly indicate to all inquiring parties that the Conveyed Property has been sold, transferred, assigned, set over and conveyed to Buyer, and Seller shall not claim any further ownership interest in the Conveyed Property.

(c)                                   Each of the parties hereto will treat the transactions contemplated by this Agreement for all purposes (including tax and financial accounting purposes) as a sale of the Conveyed Property by Seller to Buyer.  Although the parties intend that the conveyance of Seller’s right, title and interest in and to the Conveyed Property to Buyer pursuant to this Agreement shall constitute a sale thereof and not a financing, if such conveyance is deemed to be a financing, the parties intend that the rights and obligations of the parties to such financing shall be established pursuant to the terms of this Agreement.  If, notwithstanding the foregoing, the transactions contemplated hereby should be deemed a financing, the parties intend and agree that Seller shall be deemed to have granted to Buyer, and Seller hereby does grant to Buyer, a perfected first priority lien security interest in all of the right, title and interest in, to and under the items of Conveyed Property, and that this Agreement shall constitute a security agreement under applicable law.

(d)                                  Seller hereby acknowledges, agrees, represents and warrants that the conveyance of the Conveyed Property for the consideration stated in this Agreement is a transfer for sufficient value and consideration and that the transfer is not an avoidable conveyance under any applicable state or federal fraudulent conveyance laws.

2.2                                Purchase of Additional Contracts and Related Conveyed Property .   Seller and Buyer acknowledge that Seller may originate and fund up to ten million dollars ($10,000,000) principal balance of additional Contracts for a period of sixty (60) days following the First Closing Date (the “Additional Contracts”), which Additional Contracts are similar to the Contracts acquired by Buyer as of the First Closing Date (including at least a Weighted Average Coupon (WAC) of ten percent (10%), weighted average FICO scores of six hundred eighty-five (685) and ninety percent (90%) new homes).  Seller agrees to sell such Additional Contracts and related Conveyed Property to Buyer and Buyer agrees to purchase such Additional Contracts and related Conveyed Property from Seller on substantially the same terms and subject to the same conditions set forth in this Agreement for those Contracts sold and purchased as of the First Closing Date (except for the Purchase Price for Additional Contracts, which is set forth in the definition of Purchase Price), and conditioned upon such Additional Contracts satisfying the criteria in the first sentence of this paragraph.  The applicable closing date for such Additional Contracts shall be September 30, 2005, or such other date as may be mutually agreed to by Seller and Buyer (the “Second Closing Date”).  Buyer shall have no obligation to purchase any Additional Contracts that do not satisfy the representations and warranties set forth herein (without regard to any exceptions thereto).

2.3                                Filing: Name Change or Relocation .

(a)                                   On or prior to the applicable Closing Date, Buyer may, in its discretion, cause to be filed in the appropriate office of the Secretary of State, a UCC financing statement (the “Financing Statement”) describing the Conveyed Property being transferred in that state (including a list of the Contracts) on such Closing Date and naming Seller as “Seller” and Buyer

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as “Purchaser.”  The Financing Statement shall bear a statement on the face thereof indicating that the parties intend the Financing Statement to evidence a true sale of the Conveyed Property, but if the transaction is recharacterized as a loan from the described Purchaser to the described Seller, the Financing Statement is to perfect the described Purchaser’s security interest in the Conveyed Property.  Buyer may, in its discretion, cause to be filed any continuation statements for the foregoing described Financing Statement, and Seller shall execute such documents and take such actions as reasonably requested by Buyer to file such continuation statements.

(b)                                  Seller hereby represents and warrants that its state of incorporation is Delaware.  Seller shall not change its name, identity or structure or relocate its principal executive office or change its state of incorporation without first giving notice to Buyer.  If any change in Seller’s name, identity or structure or the relocation of its principal executive office would make the Financing Statement seriously misleading under the Uniform Commercial Code, Seller shall assist Buyer in filing such amendments as may be required to preserve and protect Buyer’s interests in the Conveyed Property.

ARTICLE 3
PURCHASE PRICE

3.1                                Purchase Price for Contracts .   Subject to the terms and conditions set forth herein, at the applicable Closing, Buyer agrees to pay Seller the Purchase Price in U.S. dollars for the Contracts purchased on the First Closing Date and the Additional Contracts purchased on the Second Closing Date, in each case pursuant to this Agreement, and the respective Purchase Price for each closing shall be delivered on or before 4:00 p.m. Central Standard Time via wire transfer by Buyer to the account designated by Seller in writing.

3.2                                Certain Taxes and Fees .   All sales, transfer, documentary, stamp, recording and other similar taxes and/or fees that may be due or payable in connection with the sale of the Conveyed Property pursuant to this Agreement shall be borne by the respective party against whom such taxes and/or fees may be assessed.  Seller shall be responsible for payment of all legal expenses incurred by Seller prior to Closing as such expenses relate to the Conveyed Property, including without limitation, legal expenses related to collection of the Contracts.

ARTICLE 4
TRANSFER

4.1                                Transfer Documentation and Notice .

(a)                                   Seller and Buyer shall notify the Obligors of the transfer of the Conveyed Property to Buyer in accordance with Section 7.2.

(b)                                  Seller shall deliver to Buyer on the First Closing Date a power of attorney substantially in the form of Exhibit E hereto, authorizing Buyer to, among other things, to take such action as may be necessary to more fully vest Buyer’s right, title and interest in the Conveyed Property.

(c)                                   Seller or Seller’s agents shall deliver to the applicable insurers notification to change the loss payee on the respective hazard insurance policy for the Contracts to “Buyer and its assigns.”

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(d)                                  With respect to any mortgaged property, on or before each Closing, Seller, at Seller’s expense, shall deliver to Buyer the original recorded mortgage, the original assignment, if any, and any intervening assignment of the mortgage, each with evidence of recording thereon, showing Seller as mortgagee or the complete recorded chain of assignment of the mortgage from origination to Seller, together with an individual assignment to Buyer for each mortgage, duly executed and in recordable form (with applicable book/page no. reference and in a form reasonably acceptable to Buyer) for the jurisdiction in which the mortgaged property is located.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

5.1                                Seller Representations and Warranties .   Each of Seller and Parent, jointly and severally, hereby represents and warrants to Buyer, as of the applicable Closing Date, as follows:

(a)                                   Organization and Good Standing .  Each of Seller and Parent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged. Each of Seller and Parent is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the Conveyed Property or the business, properties, assets or condition (financial or other) of Seller or Parent.

(b)                                  Authorization; Binding Obligations .  Each of Seller and Parent has the corporate power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.  When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by the availability of equitable remedies (whether considered in a proceeding at law or in equity) and by the discretion of any court before which any proceeding may be brought.  When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, by the availability of equitable remedies (whether considered in a proceeding at law or in equity) and by the discretion of any court before which any proceeding may be brought.

(c)                                   No Consent Required .  Seller or Parent has obtained, if required, the consent of any other party or any consent, license, approval or authorization from, or registration or declaration or filing with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement.

(d)                                  No Violations .  The execution, delivery and performance of this Agreement by Seller will not violate any provision of any existing law or regulation or any order or decree of any court or the Articles of Incorporation or Bylaws of Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which Seller is a party or by which Seller may be bound.  The execution, delivery and performance of this Agreement by Parent will not

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violate any provision of any existing law or regulation or any order or decree of any court or the Articles of Incorporation or Bylaws of Parent, or constitute a material breach of any mortgage, indenture, contract or other agreement to which Parent is a party or by which Parent may be bound.

(e)                                   Litigation .  Except as disclosed on Schedule 5.1(e)  hereto, no litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or threatened, against Seller or its Affiliates or any of their respective properties or with respect to this Agreement that, if adversely determined, would have a material adverse effect on the transactions contemplated by this Agreement or the Conveyed Property.  Except as disclosed on Schedule 5.1(e)  hereto, no litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or threatened, against Parent or any of its properties or with respect to this Agreement that, if adversely determined, would have a material adverse effect on the transactions contemplated by this Agreement or the Conveyed Property.

(f)                                     Approvals, Licensing .  Seller was duly licensed, registered and qualified to do business in each applicable state at the time each Contract was written, to the extent such licensing, registration and qualification was required by applicable law.  Seller is currently duly licensed, registered and qualified to do business in each state in which Contracts were originated, to the extent such licensing, registration and qualification is required by applicable law.  All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency, that are necessary or advisable in connection with the execution and delivery by Seller of this Agreement and other documents to be entered into in connection herewith, and the execution and delivery by Parent of this Agreement and other documents to be entered into in connection herewith, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other documents to be entered into in connection herewith on the part of Seller and Parent and the performance by Seller and Parent of their obligations hereunder and thereunder.

(g)                                  No Brokerage or Finder’s Fees .  There are no brokerage or finder’s fees, or any similar payments whatsoever called, due on this transaction between Seller and Buyer or other like payments that may or can be claimed by any Person as a result of this Agreement which brokerage or finder’s fees or similar payments are due to any acts or agreements made by Seller.

(h)                                  Bulk Transfer Laws .  The transfer, assignment and conveyance of the Conveyed Property by Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(i)                                      Tax Matters .  All federal, state and local tax returns and reports required as of the date hereof to be filed by Seller and Parent and their respective subsidiaries for taxable periods ending prior to the date hereof have been duly and timely filed by Seller and Parent and their respective subsidiaries (except where such party has obtained an extension to file) with the appropriate governmental agencies, and all such returns and reports are true, correct and complete in all material respects.  All federal, state and local income, profits, franchise, sales, use, occupation, property, excise, payroll, withholding, employment, estimated and other taxes of any nature, including interest, penalties and other additions to such taxes (“Taxes”), payable by, or

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due from, Seller and Parent and their respective subsidiaries for all periods prior to the date hereof have been fully paid or adequately reserved for by Seller and Parent and their respective subsidiaries or, with respect to Taxes required to be accrued, Seller and Parent have properly accrued or will properly accrue such Taxes in the ordinary course of business consistent with past practice of Seller and Parent.  Accruals for Taxes reflected on the books of Seller and Parent and their respective subsidiaries at the applicable Closing will be adequate to pay all Taxes that thereafter become due with respect to Seller and Parent and their respective subsidiaries or their assets or operations with respect to periods prior to the applicable Closing.  No liens, claims or encumbrances for unpaid Taxes (other than Taxes not yet due or payable) shall attach to or affect the Conveyed Property.  For each year preceding calendar year 2005, and within the time prescribed by applicable law, rule or regulation, Seller has transmitted to the Internal Revenue Service and to each Obligor a Form 1098 or other form approved by the Internal Revenue Service setting forth the amount of interest paid by such Obligor to Seller during such calendar year.

(j)                                      Powers of Attorney .  There are no persons, firms, associates, corporations, business organizations or other entities holding general or special powers of attorney from Seller with respect to the Conveyed Property.

(k)                                   Deliveries .  All Contracts, Contract Files, documents, files and other items to be delivered by Seller pursuant to this Agreement shall be delivered to Buyer in a timely manner in accordance with the terms of this Agreement.  Each certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by Seller is true and correct in all material respects.

(l)                                      Solvency of Seller .  Seller is not insolvent, nor will Seller be made insolvent by the transfer of the Contracts, nor does Seller contemplate any pending insolvency.

(m)                                Financial Statements .  Schedule 5.1(m) attached hereto includes an audited balance sheet of Seller as of the fiscal years ended March 31, 2005, and March 31, 2004, respectively, and the related audited statements of income and cash flows for the fiscal years then ended (the “Seller Financial Statements”).  The Seller Financial Statements, and the financial statements of Parent as set forth in its annual 10-K report and 10-Q reports, fairly present the assets, liabilities, financial condition, and results of operations of Parent and Seller as of the respective dates thereof and for the periods therein presented, all in accordance with generally accepted United States accounting principles consistently applied.

5.2                                Representations and Warranties With Respect to Contracts .   For each Contract purchased by Buyer, Parent and Seller hereby jointly and severally represent and warrant to Buyer that, as of the applicable Closing Date (or such other date to the extent expressly set forth in the applicable representation and warranty):

(a)                                   Schedule of Contracts .  As of the applicable Closing Date, the information set forth in the Schedule of Contracts as of the applicable Cut-Off Date is true and correct.  The information regarding Unapplied Insurance Proceeds, Unapplied Funds and Unapplied Escrow Amounts with respect to each Contract is true and correct.

(b)                                  Binding Obligation .  Each Contract (including the related Security Instrument) is the legal, valid and binding obligation of the Obligor thereunder and is enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights

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generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c)                                   Insurance Coverage .  As of the applicable Closing Date, the Manufactured Home securing each Contract is covered by a hazard insurance policy (naming Seller as loss payee) for an amount equal to the Unpaid Principal Balance of the Contract or the cash value of the Manufactured Home, whichever is less.  No forced placed insurance premiums have been added to Obligor’s principal balance under the Contract.  A list of (a) the total outstanding forced placed insurance premium and (b) the unearned portion of the forced placed premium so advanced by Seller for each Contract is set forth on Schedule 5.2(c)  hereto.

(d)                                  Lawful Assignment .  Each Contract was not originated in and is not subject to the laws of any jurisdiction whose laws would make the transfer of the Contract (including the related Security Instrument) pursuant to this Agreement unlawful or render the Contract (including the related Security Instrument) unenforceable.

(e)                                   Compliance with Law .  Each Contract, and the origination and servicing thereof, complies with, and has complied with, all requirements of all federal, state and local laws, rules and regulations applicable to the Contract, including, without limitation, usury, truth-in-lending, equal credit opportunity laws, consumer credit laws and lender licensing laws, including, without limitation, laws relating to prepaid finance charges, origination fees, discount points and processing fees.

(f)                                     Valid Security Interest .

(i)                                      Each Contract (together with the related Security Instrument) provides a valid and enforceable perfected first priority security interest in favor of Seller in the Manufactured Home covered thereby as security for payment of the principal balance and all other amounts owing under such Contract, except for covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of the recording of each Contract and that do not, individually or in the aggregate, have a material adverse effect on the value of the Manufactured Home.  Upon execution and delivery of the applicable Blanket Assignment and Bill of Sale, Seller shall have assigned all of its right, title and interest in such Contract, including Seller’s perfected first priority security interest in the Manufactured Home covered thereby, to Buyer, whereupon Buyer shall have a valid and perfected and enforceable first priority security interest in the Manufactured Home covered thereby, except for covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of the recording of each Contract and that do not, individually or in the aggregate, have a material adverse effect on the value of the Manufactured Home.

(ii)                                   With respect to any real property that also secures a Contract, each Mortgage thereon is a valid first lien in favor of Seller on real property securing the amount owed by the Obligor under the related Contract, except for covenants, conditions and restrictions, rights of way, easements and other similar matters of public record as of the date of the recording of each Contract and that do not, individually or in the aggregate, have a material adverse effect on the value of the Manufactured Home or the mortgaged property or the occupation or use thereof, and such Mortgage complies with all applicable laws, and, as of the date of recording of each Contract, the respective property shall be free and clear of any mechanic’s, materialmen’s or similar liens, and there shall be no outstanding claims asserted against Seller or which could be asserted

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against Seller or its assigns by any mechanics, materialmen, contractors or subcontractors or third parties relating to such property that would have a material adverse effect on the value of such property.  At the applicable Closing, Seller shall have assigned all of its right, title and interest in such mortgaged property, whereupon Buyer shall have a valid and perfected and enforceable first priority lien upon the real property described in such loan file, except for covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of the recording of each Contract and that do not, individually or in the aggregate, have a material adverse effect on the value of the Manufactured Home or the mortgaged property or the occupation or use thereof.  Each of the Contracts that is secured by a Mortgage is identified as such on the Schedule of Contracts hereto.

(iii)                                At the time of the applicable Closing and to Seller’s knowledge, there are no delinquent unpaid taxes with respect to any Manufactured Home or real property securing a Contract which has resulted in a lien upon, or tax sale with respect to, such Manufactured Home or real property, or which if unpaid could result in a lien upon, or a tax sale with respect to, such Manufactured Home or real property, except in the case of any Manufactured Home or real property securing a Contract that is located in Texas or any other state in which Seller has entered into an escrow agreement, the “knowledge” qualifier above in this paragraph shall not be applicable.

(g)                                  Origination .  The Contract was either (i) originated by a manufactured housing dealer acting in the regular course of its business and was purchased by Seller in the regular course of its business for fair value or (ii) originated by Seller in the regular course of its business for fair value.

(h)                                  Good Title .  Seller has not sold, assigned or pledged the Contracts to any Person (other than certain Contracts currently pledged by HomeOne Funding I to Greenwich Capital Financial Products, Inc. pursuant to a warehouse credit facility and held by US Bank National Association as custodian, which lien shall be paid and released in full on the First Closing Date and on the First Closing Date, the original Contracts shall be delivered to Buyer or a custodian on behalf of Buyer), and, immediately prior to the sale and transfer of the Contracts (including any related Security Instrument) to Buyer at the applicable Closing, Seller had good and marketable title thereto free and clear of any encumbrance, equity, loan, pledge, charge, claim or security interest and was the sole owner thereof with full right to transfer the Contracts (including the related Security Instrument) to Buyer.  At the applicable Closing, Buyer shall be vested with good and marketable title to the Contracts (including the rela