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Fleetwood Enterprises, Inc.,
Fleetwood Retail Corp. and
Fleetwood Retail Corp. Affiliates

Section 3.20		Solvency
Section 3.21		Books and Records
Section 3.22		Brokers
Section 3.23		No Other Representations or Warranties

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYERS

Section 4.1		Organization and Good Standing
Section 4.2		Due Authorization; Power and Authority
Section 4.3		No Conflicts
Section 4.4		Required Consents, Approvals and Filings
Section 4.5		Certain Proceedings
Section 4.6		Sufficient Funds
Section 4.7		Brokers

ARTICLE V
COVENANTS OF THE SELLER GROUP PRIOR TO CLOSING

Section 5.1		Operations Pending Closing
Section 5.2		Access
Section 5.3		Required Approvals
Section 5.4		Notification; Right to Modify Disclosure Schedule
Section 5.5		No Solicitation
Section 5.6		Best Efforts
Section 5.7		Payment of Liabilities; Bulk Sales Compliance
Section 5.8		Current Evidence of Title
Section 5.9		Environmental Matters

ARTICLE VI
COVENANTS OF BUYERS PRIOR TO CLOSING

Section 6.1		Required Approvals
Section 6.2		Best Efforts
Section 6.3		Diligence
Section 6.4		Prepaid Rent Locations

ARTICLE VII
CONDITIONS PRECEDENT TO BUYERS OBLIGATION TO CLOSE

Section 7.1		Accuracy of Representations
Section 7.2		Seller Groups Performance
Section 7.3		Lease Consents
Section 7.4		Additional Documents

ARTICLE I
DEFINITIONS

ARTICLE II
PURCHASE AND SALE OF PURCHASED ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS; CLOSING

Section 2.1		Purchased Assets
Section 2.2		Excluded Assets
Section 2.3		Assumed Obligations
Section 2.4		Retained Obligations
Section 2.5		Payment of Purchase Price
Section 2.6		Adjustment Amount and Payment; Closed and Funded Sales Agreements
Section 2.7		Allocation of Purchase Price
Section 2.8		Closing
Section 2.9		Closing Obligations of Sellers
Section 2.10		Closing Obligations of Buyers
Section 2.11		Consents
Section 2.12		Proration of Charges

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP

Section 3.1		Organization and Good Standing
Section 3.2		Due Authorization; Power and Authority
Section 3.3		No Conflicts
Section 3.4		Required Consents, Approvals and Filings
Section 3.5		Title to Purchased Assets Other Than Real Property
Section 3.6		Financial Statements
Section 3.7		Condition of Facilities
Section 3.8		Inventory
Section 3.9		Events Subsequent
Section 3.10		Taxes
Section 3.11		No Violation of Law; Governmental Authorizations
Section 3.12		Owned Real Property
Section 3.13		Leased Real Property
Section 3.14		Litigation
Section 3.15		Employees
Section 3.16		Collective Bargaining
Section 3.17		Contracts and Sales Agreements
Section 3.18		Environmental and Safety Matters
Section 3.19		Seller Employee Plans