Other Priority Lien Collateral Uses in Collateral Agents Not Required to Serve, File or Record Clause

Collateral Agents Not Required to Serve, File or Record 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").

Collateral Agents Not Required to Serve, File or Record. The Priority Lien Collateral Agent and the Collateral Agent are not required to serve, file, register or record any instrument releasing or subordinating their Liens on any Shared Real Estate Collateral to any third party; provided, however, that if Fleetwood or any other Obligor shall make a written demand for a termination statement under Section 9-513(c) of the UCC, the Priority Lien Collateral Agent and the Collateral Agent shall comply with the written request of Fleetwood or such Obligor to comply with the requirements of such UCC provision; provided, further, that the Priority Lien Collateral Agent and the Collateral Agent must first confirm with the Secured Debt Representatives that the requirements of such UCC provisions have been satisfied.

Collateral Agents Not Required to Serve, File or Record 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").

Collateral Agents Not Required to Serve, File or Record. The Priority Lien Collateral Agent and the Collateral Agent are not required to serve, file, register or record any instrument releasing or subordinating their Liens on any Shared Real Estate Collateral to any third party; provided, however, that if Fleetwood or any other Obligor shall make a written demand for a termination statement under Section 9-513(c) of the UCC, the Priority Lien Collateral Agent and the Collateral Agent shall comply with the written request of Fleetwood or such Obligor to comply with the requirements of such UCC provision; provided, further, that the Priority Lien Collateral Agent and the Collateral Agent must first confirm with the Secured Debt Representatives that the requirements of such UCC provisions have been satisfied.