Esq. Uses in Delivery of Shared Real Estate Collateral and Proceeds of Shared Real Estate Collateral Clause

Delivery of Shared Real Estate Collateral and Proceeds of Shared Real Estate Collateral from Form of Intercreditor Agreement

This Intercreditor Agreement (this "Agreement") is dated as of , 2008 and is by and among Fleetwood Enterprises, Inc., a Delaware corporation ("Fleetwood"), the other Obligors from time to time party hereto, Bank of America, N.A., as Credit Agreement Agent (as defined below), Deutsche Bank Trust Company Americas, as Trustee (as defined below), Bank of America, N.A., as Priority Lien Collateral Agent (in such capacity and together with its successors in such capacity, the "Priority Lien Collateral Agent"), and Deutsche Bank Trust Company Americas, as Collateral Agent (in such capacity and together with its successors in such capacity, the "Collateral Agent").

Delivery of Shared Real Estate Collateral and Proceeds of Shared Real Estate Collateral. Following the Discharge of Priority Lien Obligations, the Priority Lien Collateral Agent will, to the extent permitted by applicable law, deliver to (1) the Collateral Agent or (2) such other person as a court of competent jurisdiction may otherwise direct, (a) any Shared Real Estate Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations (other than cash collateral described in clause (3) of the definition of "Discharge of Priority Lien Obligations", and (b) all proceeds of Shared Real Estate Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations, whether arising out of an action taken to enforce, collect or realize upon any Shared Real Estate Collateral or otherwise. Such Shared Real Estate Collateral and such proceeds will be delivered without recourse and without any representation or warranty whatsoever as to the enforceability, perfection, priority or sufficiency of any Lien securing or guarantee or other supporting obligation for any Priority Lien Obligations or Notes Obligations, together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

Delivery of Shared Real Estate Collateral and Proceeds of Shared Real Estate Collateral from Form of Intercreditor Agreement

This Intercreditor Agreement (this "Agreement") is dated as of , 2008 and is by and among Fleetwood Enterprises, Inc., a Delaware corporation ("Fleetwood"), the other Obligors from time to time party hereto, Bank of America, N.A., as Credit Agreement Agent (as defined below), [ ] as Trustee (as defined below), Bank of America, N.A., as Priority Lien Collateral Agent (in such capacity and together with its successors in such capacity, the "Priority Lien Collateral Agent"), and [ ] as Collateral Agent (in such capacity and together with its successors in such capacity, the "Collateral Agent").

Delivery of Shared Real Estate Collateral and Proceeds of Shared Real Estate Collateral. Following the Discharge of Priority Lien Obligations, the Priority Lien Collateral Agent will, to the extent permitted by applicable law, deliver to (1) the Collateral Agent or (2) such other person as a court of competent jurisdiction may otherwise direct, (a) any Shared Real Estate Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations (other than cash collateral described in clause (3) of the definition of "Discharge of Priority Lien Obligations", and (b) all proceeds of Shared Real Estate Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations, whether arising out of an action taken to enforce, collect or realize upon any Shared Real Estate Collateral or otherwise. Such Shared Real Estate Collateral and such proceeds will be delivered without recourse and without any representation or warranty whatsoever as to the enforceability, perfection, priority or sufficiency of any Lien securing or guarantee or other supporting obligation for any Priority Lien Obligations or Notes Obligations, together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.