Exhibit
10.3


 


RESIDENTIAL
FUNDING CORPORATION

INTERCREDITOR AGREEMENT

(MANUFACTURED HOUSING)


 


September 3,
2004


 


To:                              Residential
Funding Corporation (“Lender”)

8400 Normandale Lake Boulevard, Suite 250

Minneapolis, Minnesota  55437


 


The undersigned (“Creditor”),
creditor of HomeOne Credit Corp. (“Borrower”), desires that Lender extend or
continue to extend such financial accommodations to Borrower as Borrower may
require and as Lender may deem proper. 
For the purpose of inducing Lender to grant, continue or renew such
financial accommodations, and in consideration thereof, Creditor agrees as
follows:


 


1)             That as of the
closing date Borrower is indebted to Creditor in the principal amount of
approximately $22,395,500.00 and Borrower may hereafter be indebted to Creditor
in a lesser or greater amount.


 


2)             That all claims of
Creditor against Borrower now or hereafter existing are and shall be at all
times subject to the terms of this Agreement for as long as any present and
future claims which Lender may have against Borrower (and all extensions,
renewals, modifications, replacements and substitutions of or for the same),
shall exist.


 


a)             That Creditor shall
not (a) except to the extent expressly permitted in Section 4 hereof,
receive payment of or collect, in whole or in part, or sue upon, any claim or
claims now or hereafter existing which Creditor may hold against Borrower; (b)
sell, assign, transfer, pledge, hypothecate or encumber such claim or claims
except subject expressly to this Agreement; (c) enforce any lien Creditor may
now or in the future have on any debt owing by Borrower to Creditor; and/or (d)
join in any petition in bankruptcy, assignment for the benefit of creditors or
creditor’s agreement, except as directed by Lender, so long as any claim of Lender
against Borrower, or commitment of Lender to extend credit to Borrower is in
existence.


 


b)            So long as no event
described in clauses (a) through (d) of Section 6 below (a “Liquidation
Event”) shall have occurred and be continuing and no default shall have
occurred and be continuing in payment or performance of any obligation of
Borrower to Lender and so long as no default under any agreement between Lender
and Borrower would be created by such payments, payments of
interest and principal on the claims of Creditor may be made.  After the occurrence and during the
continuation of a Liquidation Event or of default in payment or performance of
any obligation of Borrower to Lender, no interest and no principal payments on
the claims of Creditor shall be made without the prior written consent of
Lender.


 


c)             In the event that any
Creditor receives a payment from Borrower in violation of the terms of this
Agreement, such Creditor (a) shall hold such money in trust for the benefit of
Lender, (b) shall segregate such payment from (and shall not commingle such
payment with any of) the other funds of such Creditor, and (c) shall forthwith
remit such payment to Lender in the exact form received (but with any necessary
endorsement).


 


d)            In case of (a) any
assignment by Borrower for the benefit of creditors, (b) any bankruptcy
proceedings instituted by or against Borrower, (c) the appointment of any
receiver for Borrower’s business or assets, or (d) any dissolution or winding
up of the affairs of Borrower, Borrower and any assignee, trustee in
bankruptcy, receiver, or other person or persons in charge, are hereby directed
to pay to


 


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Lender the full amount of
Lender’s claim against Borrower before making any payment of principal or
interest to Creditor. 
If Creditor does not file a proper claim or proof of debt in the form
required in such proceeding prior to thirty (30) days before the expiration of
the time to file such claim in such proceedings, then Lender has the right (but
no obligation) to do so and is hereby authorized to file an appropriate claim
or claims for and on behalf of Creditor.


 


e)             Creditor represents
and warrants that does not have a lien or security
interest in, and has not accepted an assignment of, any Collateral, and it will
not take a lien or security interest in, or accept an assignment of, any
Collateral so long as this Agreement remains in effect.   “Collateral” has the meaning set out in that certain Warehousing Credit and Security Agreement (Manufactured
Housing) (the “Credit Agreement”) between Borrower and Lender, as amended from
time to time, dated on or about the same date as this Agreement.


 


f)             For violation of this
Agreement, Creditor shall be liable to Lender for all loss and damage sustained
by reason of such breach, and upon any such violation, Lender may accelerate
the maturity of its claims against Borrower, at Lender’s option.  Notwithstanding the foregoing, in no event
shall Lender be entitled to incidental, consequential or punitive damages.


 


g)            Creditor will, at any
time and from time to time, promptly execute and deliver all further
instruments and documents, and take all further action, that may be reasonably
necessary in order to protect any right or interest granted hereby or to enable
Lender to exercise and enforce its rights and remedies hereunder.


 


h)            Each party agrees to
provide to the other parties, upon the occurrence thereof, notice of the
existence of any event of default (however defined or described) under any
document or agreement relating to its claims against Borrower, or any
condition, act or event, which with the giving of notice or the passage of time
or both would constitute an event of default (however defined or described)
thereunder.


 


i)              All rights and
interest of Lender hereunder, and all agreements and obligations of Creditor
hereunder, shall remain in full force and effect irrespective of:


 


j)              any sale,
assignment, pledge, encumbrance or other disposition of the claims of Lender
against Borrower (“Lender Claims”) and/or any document or instrument executed
in connection therewith;


 


k)             any change in the
Lender Claims, or any refinancing thereof, or any other amendment,
modification, extension or renewal of or waiver of or any consent to departure
from any document or instrument relating thereto, including, without
limitation, changes in the terms of the repayment of loan proceeds,
modifications, extensions or renewals of payment dates, changes in interest
rate or the advancement of additional funds by Lender in its discretion; or


 


l)              any
exchange, release or nonperfection of any collateral, or any release or
amendment or waiver of or consent to departure from any guaranty, for all or
any of the Lender Claims.


 


m)            This Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment or performance of all or any portion of the Lender Claims is
rescinded or must otherwise be returned by Lender or any other party to the
documents relating thereto upon the insolvency, bankruptcy or reorganization of
any such party or otherwise, all as though such payment had not been made.


 


n)            Creditor hereby waives
promptness, diligence, notice of acceptance and any other notice with respect
to this Agreement and any requirement that Lender protect,
secure, perfect or insure any security interest or lien or any property subject
thereto or exhaust any right or take any action against Creditor or any other
person or entity or any collateral.


 


o)            No failure on the part
of Lender to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder preclude any


 


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other
or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


 


p)            No amendment or waiver
of any provision of this Agreement nor consent to any departure by Creditor
therefrom shall in any event be effective unless the same shall be in writing
and signed by Lender, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.


 


q)            Creditor agrees to pay
upon demand, to Lender the amount of any and all expenses, including the
reasonable fees and expenses of its counsel and all court costs and other
reasonable litigation expenses, including but not limited to expert witness
fees, document copying expenses, exhibit preparation costs, and courier, postage
and communication expenses, which Lender may incur in connection with the
exercise or enforcement of any of its rights or interest hereunder.


 


r)             All notices, request
and demands that may be required or otherwise provided for or contemplated
under the terms of this Agreement shall, whether or not so stated, be in
writing, and shall be given by any of the following means: (a) personal
delivery; (b) reputable overnight courier service; or (c) registered or
certified first class mail, return receipt requested.  Any notice, request or demand sent pursuant
to clause (a) above shall be deemed received upon personal delivery, and if
sent pursuant to clause (b) shall be deemed received on the next business day
following delivery to the courier service, and if sent pursuant to clause (c)
shall be deemed received five (5) days following deposit in the mail.


 


The addresses for notices
are as follows:


 


	
  If to Creditor,

  addressed to:

  	
   

  	
  Fleetwood Enterprises,
  Inc.

  3125 Myers Street

  Riverside, CA 92503

  Attention:  Boyd Plowman, Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
  If to Lender,

  addressed to:

  	
   

  	
  Residential Funding
  Corporation

  7501 Wisconsin Avenue

  Bethesda, MD 20814

  Attention: Jim Clapp, Director

  



 


Such addresses may be
changed by written notice to the other parties given in the manner provided
above.


 


3)             This Agreement shall
be governed in all respects by the laws of the State of Minnesota and shall be
binding upon and shall inure to the benefit of Creditor, Lender and Borrower,
and their respective heirs, executors, administrators, personal
representatives, successors and assigns. 
This Agreement and any claim or claims of Lender pursuant hereto may be
assigned by Lender, in whole or in part, at any time, in accordance with the
terms of the Credit Agreement.


 


	
   

  	
  FLEETWOOD ENTERPRISES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 


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  STATE OF

  	
   

  	
  )

  
	
   

  	
   

  	
  )  ss.

  
	
  COUNTY OF

  	
   

  	
  )

  



 


On
September       , 2004, before me, a Notary
Public, personally appeared
                                                                      
the
                                                                      
of
                                                            ,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.


 


	
  WITNESS my hand and
  official seal.

  	
   

  	
   

  
	
   

  	
  /s/

  	
   

  
	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
  (SEAL) My Commission
  Expires:

  	
   

  	
   

  
					



 


ACCEPTANCE
OF INTERCREDITOR AGREEMENT


BY
BORROWER


 


Borrower named in the
Intercreditor Agreement set forth hereinbefore, hereby (a) represents and
warrants to Lender that it is presently indebted to Creditor executing said
Intercreditor Agreement in the approximate principal amount of
$                          ;
and (b) accepts and consents to the Intercreditor Agreement, and agrees to be
bound by all of the provisions thereof and to recognize all priorities and
other rights granted thereby to RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation, its successors and assigns, and to perform in accordance
therewith.


 


 


	
   

  	
  HOMEONE CREDIT CORP.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


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