FIF HE HOLDINGS LLC




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Table of Contents
 ARTICLE I DEFINITIONS
    
    
    2ARTICLE II FORMATION AND PURPOSE
    
    
    22.1. Formation
    
    
    22.2. Name
    
    
    22.3. Registered Office/Agent
    
    
    22.4. Term
    
    
    22.5. Purpose and Powers
    
    
    32.6. Admission; Redemption
    
    
    32.7. Principal Office
    
    
    3ARTICLE III MEMBERSHIP, Series, UNITS AND CAPITAL ACCOUNTS
    
    
    33.1. General
    
    
    33.2. Establishment of Series
    
    
    33.3. Series Property
    
    
    43.4. Liabilities Associated with Series
    
    
    43.5. Apportionment of Income and Expenses Among Series
    
    
    53.6. Capital Contributions
    
    
    53.7. Classes of Units
    
    
    53.8. Additional Members and Units
    
    
    73.9. Single Class
    
    
    73.10. Series Capital Accounts
    
    
    73.11. Revaluations of Assets and Series Capital Account Adjustments
    
    
    83.12. Additional Capital Account Adjustments
    
    
    83.13. Additional Series Capital Account Provisions
    
    
    83.14. Unit Certificates
    
    
    93.15. Loans from Members
    
    
    103.16. Subsequent Investments
    
    
    103.17. Management Unit Surrender and Issuance
    
    
    11ARTICLE IV STATUS OF MEMBERS
    
    
    114.1. Limited Liability
    
    
    114.2. Return of Distributions of Capital
    
    
    11
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ARTICLE V DESIGNATION, RIGHTS, AUTHORITIES, POWERS, RESPONSIBILITIES, ANDDUTIES OF THE MANAGER
    
    
    125.1. Manager
    
    
    125.2. Authority of the Managers
    
    
    135.3. Decisions
    
    
    145.4. Officers; Agents
    
    
    155.5. Management Rights Letter Agreement
    
    
    16ARTICLE VI BOOKS, RECORDS, ACCOUNTING, AND REPORTS
    
    
    166.1. Books and Records
    
    
    166.2. Financial Statements
    
    
    176.3. Filings
    
    
    176.4. Confidentiality and Non-Disclosure
    
    
    18ARTICLE VII DISTRIBUTIONS AND ALLOCATIONS OF PROFIT AND LOSS
    
    
    207.1. Managers Determination
    
    
    207.2. Series 1 Distributions
    
    
    207.3. Series 2 Distributions
    
    
    217.4. Tax Distributions
    
    
    227.5. No Violation
    
    
    237.6. Withholdings
    
    
    237.7. Property Distributions and Installment Sales
    
    
    237.8. Net Profit or Net Loss
    
    
    237.9. Regulatory Allocations
    
    
    257.10. Tax Allocations
    
    
    257.11. Changes in Members Series Interest
    
    
    267.12. Credits
    
    
    267.13. Tax Treatment of Class B Units
    
    
    267.14. Tax Treatment of Company Match Class A Units
    
    
    27ARTICLE VIII TAX MATTERS MEMBER; OTHER TAX MATTERS
    
    
    278.1. Tax Matters Member
    
    
    278.2. Certain Authorizations
    
    
    278.3. Indemnity of Tax Matters Member
    
    
    288.4. Information Furnished
    
    
    288.5. Notice of Proceedings, etc.
    
    
    29
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8.6. Notices to Tax Matters Member
    
    
    298.7. Elections with Respect to Issuance of Class B Units
    
    
    29ARTICLE IX TRANSFERS OF SERIES INTERESTS; CALL RIGHTS, TAG ALONG RIGHTS,DRAG ALONG OBLIGATIONS AND OTHER RIGHTS AND OBLIGATIONS
    
    
    309.1. Transfer by Members
    
    
    309.2. Conditions to Transfer
    
    
    309.3. Members Agreement
    
    
    319.4. Records
    
    
    329.5. Additional Transfer Restrictions
    
    
    329.6. Tag Along
    
    
    329.7. Drag Along
    
    
    359.8. Miscellaneous Provisions Relating to Sales or Sale of Series Interests under Section 9.6 and 9.7
    
    
    369.9. Pre-Emptive Rights
    
    
    389.10. Forfeiture of Class A Units
    
    
    409.11. Repurchase Rights
    
    
    419.12. Management Loan
    
    
    439.13. Class B Employment Termination Redemption Rights
    
    
    459.14. Class B Sale Repurchase Right
    
    
    469.15. Proceeds of Sale Transaction
    
    
    47ARTICLE X ADMISSION OF ASSIGNEE AS MEMBER
    
    
    4710.1. Requirements
    
    
    4710.2. Consent
    
    
    4810.3. Withdrawal of Member; No Dissolution
    
    
    48ARTICLE XI RIGHTS AND POWERS OF THE MEMBERS
    
    
    4811.1. No Management and Control
    
    
    4811.2. Specific Limitations
    
    
    4811.3. Amendments to Certificate and Agreement; Voting
    
    
    49ARTICLE XII DISSOLUTION OF COMPANY
    
    
    5012.1. Termination of Membership
    
    
    5012.2. Events of Dissolution or Liquidation
    
    
    5012.3. Liquidation
    
    
    50
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12.4. No Action for Dissolution
    
    
    5112.5. No Further Claim
    
    
    51ARTICLE XIII INDEMNIFICATION
    
    
    5113.1. General
    
    
    5113.2. Exculpation
    
    
    5213.3. Persons Entitled to Indemnity
    
    
    5213.4. Procedure Agreements
    
    
    5213.5. Interested Transactions
    
    
    5213.6. Business Opportunities
    
    
    5213.7. Fiduciary and Other Duties
    
    
    5313.8. Amendment
    
    
    5313.9. Survival
    
    
    5313.10. No Inconsistent Amendments to Certificate
    
    
    53ARTICLE XIV REPRESENTATIONS AND COVENANTS BY THE MEMBERS
    
    
    5314.1. Investment Intent
    
    
    5314.2. Securities Regulation
    
    
    5414.3. Knowledge and Experience
    
    
    5414.4. Economic Risk
    
    
    5414.5. Binding Agreement
    
    
    5414.6. Tax Position
    
    
    5414.7. Information
    
    
    54ARTICLE XV COMPANY AND SERIES REPRESENTATIONS
    
    
    5515.1. Organization, etc.
    
    
    5515.2. Series Interests
    
    
    55ARTICLE XVI RIGHT TO CONVERT TO CORPORATE FORM
    
    
    5516.1. Conversion of Company
    
    
    5516.2. Execution of Documents
    
    
    56ARTICLE XVII LIMITED LIABILITY
    
    
    56ARTICLE XVIII MISCELLANEOUS
    
    
    5618.1. Additional Documents
    
    
    5618.2. General
    
    
    5618.3. Notices, etc.
    
    
    57
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18.4. Execution of Papers
    
    
    5918.5. Arbitration
    
    
    6018.6. Matters of Interpretation
    
    
    6118.7. Subsidiary Matters
    
    
    6218.8. Severability
    
    
    6218.9. No Third Party Rights
    
    
    6218.10. Counterparts
    
    
    62
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FIF HE Holdings LLC
 Fifth Amended and Restated
 Limited Liability Company Agreement
 Agreement Company Effective Date
 Certificate
  Fourth Amended and Restated
Agreement Previous
Agreements
 WHEREAS,
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DEFINITIONS
 Schedule 1
  FORMATION AND PURPOSE
 Formation
 Name.
 Registered Office/Agent.
 Term.
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Purpose and Powers.
 Admission; Redemption
 Principal Office
  MEMBERSHIP, SERIES, UNITS AND CAPITAL ACCOUNTS
 General
 Establishment of Series Series 1 Series 2
 (b)
    
    One or more additional Series (each an Additional Series) may
be established by the Company Manager. In establishing an Additional Series,
the Company Manager shall: (i) set forth the initial assets and liabilities of
such Series and, either expressly or by reference to another document or
documents, the objectives, policies, restrictions and limitations in respect of
the investments of such Additional Series;
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(ii) designate, fix and determine the relative rights, powers, authority,
privileges, preferences, duties, responsibilities, liabilities and
obligations in respect of Series Interests in such Additional Series and the
Members thereof (to the extent such terms differ from those set forth
herein); (iii) set forth the initial Series Property of such Additional
Series; and (iv) set forth any other provisions applicable to such Series
Interests.
 Series Property Schedule 3.3 Schedule 3.3
 Liabilities Associated with Series Series Liabilities
 (b)
    
    Notwithstanding any other provision of this Agreement, no
distribution on or in respect of Series Interests in a particular Series,
including, for the avoidance of doubt, any distribution made to a Member in
connection with any withdrawal from such Members Series Capital Account in
such Series permitted or required under the provisions of this Agreement and
any distribution made in connection with the winding up of such Series, shall
be effected by the Company other than from the assets associated with that
Series, nor shall any Member or former Member of a Series otherwise have any
right or claim against the assets associated with any other Series (except to
the extent that such Member or former Member has such a right or claim
hereunder as a Member or former Member of such other Series or in a capacity
other than as a Member or former Member).
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Apportionment of Income and Expenses Among Series
   Capital Contributions  Mandatory Series Capital Contribution
 Classes of Units.
 Series 1 Class A Unit
 (b)
    
    Each Series 1 Class B Unit shall represent a Series Interest
in Series 1, shall be designated as a Series 1 Class B Unit of the Company,
shall have no voting rights (except as provided in Section 5.3.2) and shall
only be entitled to the Distributions provided for in Sections 7.2 and 7.4.
The Distributions applicable to any Series 1 Class B Units issued by Series 1
after the date hereof shall be specified by the Series 1 Manager at the time of
such Issuance and shall be determined (if the Series 1 Manager so desires) so
as to cause the Series 1 Class B Units to constitute profits
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interests within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 (Rev.
Proc. 93-27).
 (c)
    
    Each Series 1 Class C Preferred Unit shall represent a Series
Interest in Series 1, shall be designated as a Series 1 Class C Preferred Unit
of the Company and shall be entitled to the Distributions provided for in
Sections 7.2 and 7.4.
 (d)
    
    Each Series 1 Class D Preferred Unit shall represent a Series
Interest in Series 1, shall be designated as a Series 1 Class D Preferred Unit
of the Company and shall be entitled to the Distributions provided for in
Sections 7.2 and 7.4.
 Series 2 Class A Unit
 (b)
    
    Each Series 2 Class B Unit shall represent a Series Interest
in Series 2, shall be designated as a Series 2 Class B Unit of the Company,
shall have no voting rights (except as provided in Section 5.3.2) and shall
only be entitled to the Distributions provided for in Section 7.2 and 7.4. The
Distributions applicable to any Series 2 Class B Units issued by Series 2 after
the date hereof shall be specified by the Series 2 Manager at the time of such
Issuance and shall be determined (if the Series 2 Manager so desires) so as to
cause the Series 2 Class B Units to constitute profits interests within the
meaning of Rev. Proc. 93-27.
 Fractions of a Unit May be Issued
 Schedule of Units Schedule 3.7 Schedule 3.7
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Additional Members and Units provided Schedule 3.7
 Single Class
     Series Capital Accounts Series
Capital Account
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Revaluations of Assets and Series Capital Account Adjustments
 Additional Capital Account Adjustments
 Additional Series Capital Account Provisions
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Unit Certificates
   (a)
    
    makes proof by affidavit, in form and substance satisfactory to
the applicable Series Manager, that such previously issued Unit Certificate has
been lost, stolen or destroyed;
 (b)
    
    requests the issuance of a new Unit Certificate before the
Company or Series has notice that such previously issued Unit Certificate has
been acquired by a purchaser for value in good faith and without notice of an
adverse claim;
 (c)
    
    if requested by the applicable Series Manager, delivers to the
Company and Series a bond, in form and substance satisfactory to the Company
Manager and applicable Series Manager, with such surety or sureties as the
Company Manager and applicable Series Manager may direct, to indemnify the
Company and Series against any claim that may be made on account of the alleged
loss, destruction or theft of the previously issued Unit Certificate; and
 (d)
    
    satisfies any other reasonable requirements imposed by the
applicable Series Manager.
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Securities Act
   Loans from Members
 Subsequent Investments.
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Wall-Off
Election Further Investment Set Aside Capital
 Management Unit Surrender and Issuance. Schedule 3.17 Schedule 3.17 Schedule 3.7 Schedule 3.17
  STATUS OF MEMBERS
 Limited Liability
 Return of Distributions of Capital
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provided, however, pro rata pro rata
  DESIGNATION, RIGHTS, AUTHORITIES, POWERS,
RESPONSIBILITIES, AND DUTIES OF THE MANAGER
 Manager
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Authority of the Managers.
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Decisions
 Class A Units
 (a)
    
    engage in any transaction with any Member or any Affiliate of a
Member that is not on an arms length basis;
 (b)
    
    (i) amend or waive any provision of the Certificate or this
Agreement in any manner or (ii) establish any Additional Series, that, in the
case of clause (i) or (ii), adversely affects the rights, preferences or
privileges of the Management Holders in respect of their Class A Units of a
Series in a manner different from the Fortress Holders in respect of their
Class A Units of such Series; or
 (c)
    
    engage in any new line of business such that CHECs principal
business is other than the origination and servicing of home loans and
mortgages, home equity loans and manufactured housing loans.
 Class B Units
 (a)
    
    adversely affects those rights, preferences or privileges of
the Class B Units of a particular Series that are specific or unique to such
Class B Units; or
 (b)
    
    adversely affects those rights, preferences or privileges of
the Class B Units of a particular Series that are similar to or the same as the
rights, preferences or privileges of the Class A Units of such Series in a
manner disproportionate from the treatment of such Class A Units;
  Class C Preferred Units
 (a)
    
    adversely affects those rights, preferences or privileges of
the Class C Preferred Units that are specific or unique to such Class C
Preferred Units; or
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(b)
    
    adversely affects those rights, preferences or privileges of
the Class C Preferred Units that are similar to or the same as the rights,
preferences or privileges of the Series 1 Class A Units in a manner
disproportionate from the treatment of such Class A Units;
  Class D Preferred Units
 (a)
    
    adversely affects those rights, preferences or privileges of
the Class D Preferred Units that are specific or unique to such Class D
Preferred Units; or
 (b)
    
    adversely affects those rights, preferences or privileges of
the Class D Preferred Units that are similar to or the same as the rights,
preferences or privileges of the Series 1 Class A Units in a manner
disproportionate from the treatment of such Class A Units;
  Officers; Agents provided however Schedule 5.4 provided however
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Management Rights Letter Agreement Regulation Schedule 5.5
  BOOKS, RECORDS, ACCOUNTING, AND REPORTS
 Books and Records
 (a)
    
    A current list of the full name and last known business or
residential address of each Member of such Series together with information
regarding the amount of cash and a description and statement of the agreed
value of any other property or services contributed by each Member with respect
to such Series and which each Member of such Series has agreed to contribute in
the future, the number and Classes of Units issued to each Member with respect
to such Series, the date on which each Member became a Member of such Series,
and the balance in each Members Series Capital Account as of the close of the
most recent calendar year for which financial statements have been prepared and
such other more recent date, if any, for which adjustments have been credited
or charged to the Series Capital Accounts of the Members of such Series in
accordance with Sections 3.10, 3.11, 3.12, 7.6, 7.7, 7.9 or 7.12;
 (b)
    
    A copy of the Certificate and this Agreement, including any and
all amendments to either thereof, together with executed copies of any
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powers of attorney pursuant to which the Certificate, this Agreement, or any
amendments may have been executed;
 (c)
    
    Copies of such Series federal, state, local and foreign income
tax or information returns and reports, if any, for the six (6) most recent
taxable years or such lesser number of years if such Series has been in
existence for less than six (6) years;
 (d)
    
    The financial statements of the Company for the six (6) most
recent calendar years or such lesser number of years if the Company has been in
existence for less than six (6) years; and
 (e)
    
    Such Series books and records for at least the current and
past three (3) calendar years or such lesser number of years if such Series has
been in existence for less than three (3) years.
 Financial Statements
 (a)
    
    within 120 days after the end of each fiscal year of the
Company, a copy of the audited consolidated balance sheet of the Company as at
the end of such fiscal year, and the related audited consolidated statements of
income, cash flows and members equity of the Company for such fiscal year, in
each case prepared in accordance with United States generally accepted
accounting principles, and accompanied by a report on such consolidated
statements of independent certified public accountants of recognized national
standing; and
 (b)
    
    within 60 days after the end of each quarterly fiscal period in
each fiscal year of the Company (other than the last quarterly fiscal period of
each such fiscal year), a copy of the unaudited consolidated balance sheet of
the Company as at the end of such quarter, and the related unaudited
consolidated statements of income, cash flows and members equity of the
Company for such quarter and (in the case of statements of income and cash
flows for the second and third quarters) for the portion of the fiscal year
ending with such quarter, in each case prepared in accordance with United
States generally accepted accounting principles (except for the absence of
footnotes).
 Filings
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Confidentiality and Non-Disclosure
    (a)
    
    each Member shall be permitted to disclose such information to
those of its agents, representatives, financial advisors and employees who need
to be familiar with such information in connection with such Members
investment in a Series or the Company for use solely for such purpose;
 (b)
    
    in respect of Class A Units, Class C Preferred Units or Class D
Preferred Units, each Member shall be permitted to disclose such information to
financial institutions, investment bankers and prospective purchasers of such
Members Class A, Class C Preferred or Class D Preferred Series Interest for
use solely in evaluating a prospective investment in or Transfer of such Series
Interest; provided, however, that, in the case of Class A Units, any such
disclosure by a Management Holder shall be subject to the Majority Class A
Holders consent to the Transfer of such Management Holders Class A Units
pursuant to Section 9.1;
 (c)
    
    each Member shall be permitted to disclose such information to
its partners and stockholders;
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(d)
    
    each Management Holder shall be permitted to disclose such
information to any Member of the Immediate Family of such Management Holder;
 (e)
    
    each Member shall be permitted to disclose information to the
extent required by law, so long as such Member shall have, to the extent
reasonably practicable, first afforded the Company and Series with a reasonable
opportunity to contest the necessity of disclosing such information (unless
such disclosure is made to regulatory or other governmental authorities having
jurisdiction over such Member, in which event such opportunity to contest need
not be given to the Company and Series) and; provided, that such Member shall
disclose only that portion of the information which it is advised by counsel
that it is legally required to so disclose and will use commercially reasonable
efforts to obtain reliable assurance that confidential treatment will be
accorded the information so disclosed; and
 (f)
    
    each Member shall be permitted to disclose information to the
extent necessary for the enforcement of any right of such Member arising under
this Agreement.
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DISTRIBUTIONS AND ALLOCATIONS OF PROFIT AND LOSS
 Managers Determination
 Series 1 Distributions
 (i)
    
    first, to the Class D Preferred Holders, (x)
applied first to any accrued and unpaid Series 1 Class D Preferred
Yield at such time and allocated among the holders of Series 1 Class D
Preferred Units pro ratain proportion to the accrued and unpaid Series
1 Class D Preferred Yield on their Series 1 Class D Preferred Units;
and (y) applied subsequently to any unpaid Series 1 Class D Preferred
Priority Return and allocated among the holders of Series 1 Class D
Preferred Units pro ratain proportion to the unpaid Series 1 Class D
Preferred Priority Return on their Series 1 Class D Preferred Units,
until such time as the Class D Preferred Holders have received
Distributions from Series 1 the sum of which is equal to the Series 1
Class D Preferred Priority Return;
 (ii)
    
    second, after the Series 1 Class D Preferred
Priority Return has been paid in full, to the Class C Preferred Holders
(x) applied first to any accrued and unpaid Series 1 Class C Preferred
Yield at such time and allocated among the holders of Series 1 Class C
Preferred Units pro ratain proportion to the accrued and unpaid Series
1 Class C Preferred Yield on their Series 1 Class C Preferred Units;
and (y) applied subsequently to any unpaid Series 1 Class C Preferred
Priority Return and allocated among the holders of Series 1 Class C
Preferred Units pro ratain proportion to the unpaid Series 1 Class C
Preferred Priority Return on their Series 1 Class C Preferred Units,
until such time as the Class C Preferred Holders have received
Distributions from Series 1 the sum of which is equal to the Series 1
Class C Preferred Priority Return;
 (iii)
    
    third, after the Series 1 Class D Preferred
Priority Return and the Series 1 Class C Preferred Priority Return have
been fully paid, the Fortress Holders and Management Holders shall be
entitled to receive all subsequent Distributions from Series 1 pro rata
in proportion to their respective ownership percentage of the Series 1
Class A Units held by the Fortress Holders and Management Holders,
until such time as the Fortress Holders have received Distributions
from Series 1 the sum of which is equal to the Series 1 Priority
Return;
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(iv)
    
    fourth, after the Series 1 Class D Preferred
Priority Return, the Series 1 Class C Preferred Priority Return and the
Series 1 Priority Return have been fully paid, the Class B Holder shall
be entitled to receive all subsequent Distributions from Series 1 until
it has been paid the Initial Series 1 Liquidity Distribution; and
 (v)
    
    fifth, after the Series 1 Class D Preferred
Priority Return, the Series 1 Class C Preferred Priority Return, the
Series 1 Priority Return and the Initial Series 1 Liquidity
Distribution have been paid, the Fortress Holders and Management
Holders shall be entitled to receive that percentage of all subsequent
Distributions from Series 1 equal to the Fortress Series 1 Distribution
Percentage pro ratain proportion to their respective ownership
percentage of the Series 1 Class A Units held by the Fortress Holders
and the Management Holders, and the Class B Holder shall be entitled to
receive that percentage of all such subsequent Distributions from
Series 1 equal to the Series 1 Class B Distribution Percentage.
 pro rata
 Series 2 Distributions
 (i)
    
    first, to the Fortress Holders and Management
Holders pro ratain proportion to their respective ownership percentage
of the Series 2 Class A Units held by the Fortress Holders and
Management Holders, until such time as the Fortress Holders have
received Distributions from Series 2 the sum of which is equal to the
Series 2 Priority Return;
 (ii)
    
    second, after the Series 2 Priority Return has
been fully paid to the Fortress Holders, the Class B Holder shall be
entitled to receive all subsequent Distributions from Series 2 until it
has been paid the Initial Series 2 Liquidity Distribution; and
 (iii)
    
    third, after the Series 2 Priority Return and
Initial Series 2 Liquidity Distribution have been paid, the Fortress
Holders and Management Holders shall be entitled to receive that
percentage of all subsequent Distributions from Series 2 equal to the
Fortress
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Series 2 Class A Distribution Percentage pro ratain proportion to
their respective ownership percentage of the Series 2 Class A Units
held by the Fortress Holders and Management Holders and the Class B
Holder shall be entitled to receive that percentage of all such
subsequent Distributions from Series 2 equal to the Series 2 Class B
Distribution Percentage.
 pro rata
 Tax Distributions  Tax Distribution provided however The Wall Street Journal
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No Violation
 Withholdings
 Property Distributions and Installment Sales
 Net Profit or Net Loss. Net Profit Net Loss
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(a)
    
    Gain or loss attributable to the disposition of property of
such Series with an Asset Value different than the adjusted basis of such
property for federal income tax purposes shall be computed with respect to the
Asset Value of such property and any tax gain or loss not included in Net
Profit or Loss shall be taken into account and allocated among the Members of
such Series pursuant to Section 7.10.
 (b)
    
    Depreciation, amortization or cost recovery deductions with
respect to any property with an Asset Value that differs from its adjusted
basis for federal income tax purposes at the beginning of a year shall be in an
amount which bears the same ratio to such beginning Asset Value as the federal
income tax depreciation, amortization or other cost recovery deductions for
such year or other period bears to such beginning adjusted tax basis; provided,
however, that if the adjusted basis for federal income tax purposes of an asset
at the beginning of such year is zero, depreciation shall be determined with
reference to such beginning Asset Value using any reasonable method selected by
the applicable Series Manager.
 (c)
    
    Any items which are required to be specially allocated pursuant
to Section 7.9 shall not be taken into account in determining Net Profit or Net
Loss.
 Preferred Yield Net Profit Preferred
Yield Net Profit Allocation
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Regulatory Allocations Regulatory
Allocations provided, however,
 Tax Allocations
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Changes in Members Series Interest
 Credits
 Tax Treatment of Class B Units Schedule 3.7
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Tax Treatment of Company Match Class A Units
    TAX MATTERS MEMBER; OTHER TAX MATTERS
 Tax Matters Member Tax Matters Member)
 Certain Authorizations
 Secretary
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Indemnity of Tax Matters Member provided, however,
 Information Furnished
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Notice of Proceedings, etc.
 Notices to Tax Matters Member
 Elections with Respect to Issuance of Class B Units
 (a)
    
    Management LLC (the Election Member) is hereby authorized and
directed to cause Series 1 and Series 2 to make an election to value any Class
B Units of such Series at liquidation value (the Safe Harbor Election), as
the same may be permitted pursuant to or in accordance with the finally
promulgated successor rules to Proposed Regulations Section 1.83-3(l) and IRS
Notice 2005-43 (collectively, the Proposed Rules). The Election Member shall
cause Series 1 and Series 2 to make any allocations of items of income, gain,
deduction, loss or credit (including forfeiture allocations and elections as to
allocation periods) necessary or appropriate to effectuate and maintain the
Safe Harbor Election.
 (b)
    
    Any such Safe Harbor Election shall be binding on Series 1 and
Series 2 and on all of their respective Members with respect to all Transfers
of Class B Units thereafter made, except for any such Transfers made after
revocation of such Safe Harbor Election. A Safe Harbor Election once made may
be revoked by the Election Member as permitted by the Proposed Rules or any
applicable rule.
 (c)
    
    Each Member (including any person to whom a Class B Unit is
Transferred in connection with the performance of services), by signing this
Agreement or by accepting such Transfer, hereby agrees to comply with all
requirements of the Safe Harbor Election with respect to all Class B Units
Transferred while the Safe Harbor Election remains effective.
 (d)
    
    The Election Member shall file or cause each Series to file all
returns, reports and other documentation as may be required to perfect and
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maintain the Safe Harbor Election with respect to Transfers of Class B Units
covered by such Safe Harbor Election.
 (e)
    
    Notwithstanding anything to the contrary contained herein, the
Company Manager is hereby authorized and empowered, without further vote or
action of the Members, to amend this Agreement as necessary to comply with the
Proposed Rules or any rule, in order to provide for a Safe Harbor
Election and the ability to maintain or revoke the same, and shall have the
authority to execute any such amendment by and on behalf of each Member.
Any undertakings by the Members necessary to enable or preserve a Safe
Harbor Election may be reflected in such amendments and to the extent so
reflected shall be binding on each Member, respectively.
 (f)
    
    Each Member agrees to cooperate with the Election Member to
perfect and maintain any Safe Harbor Election, and to timely execute and
deliver any documentation with respect thereto reasonably requested by the
Election Member.
 (g)
    
    No Transfer of any Series Interest by a Member shall be
effective unless prior to such Transfer the transferee of such Series Interest
shall have agreed in writing to be bound by the provisions of this Section 8.7,
in form satisfactory to the applicable Series Manager.
 (h)
    
    Costs and expenses incurred by the Election Member in making
and preserving (or if revoked, revoking) the Safe Harbor Election shall be paid
by the Series on whose behalf the Election Member is acting.
  TRANSFERS OF SERIES INTERESTS; CALL RIGHTS,
TAG ALONG RIGHTS, DRAG ALONG OBLIGATIONS
AND OTHER RIGHTS AND OBLIGATIONS
 Transfer by Members provided
 Conditions to Transfer
 30




---



##### 



(a)
    
    if requested by the Company Manager or applicable Series
Manager, an opinion of responsible counsel (who may be counsel for the
Company), reasonably satisfactory in form and substance to such Manager, to the
effect that:
 (i)
    
    such Transfer would not violate the Securities
Act or any state securities or blue sky laws applicable to the Company
or the Series Interest to be transferred;
 (ii)
    
    such Transfer would not cause the Company or
Series to be considered a publicly traded partnership under Section
7704(b) of the Code;
 (iii)
    
    such Transfer would not cause the Company or
Series to lose its status as a partnership for federal income tax
purposes; and
 (iv)
    
    such Transfer would not require the Company,
Series, Company Manager or Series Manager to register as an investment
adviser under the Investment Advisers Act of 1940, as amended, or to
register as an investment company under the Investment Company Act of
1940, as amended;
 providedthat such opinion shall not be required if such Transfer is
being made to (i) Members of the Immediate Family of the transferor
for estate planning purposes or (ii) by testamentary or intestate
disposition, in each of which events the transferor or his or her
representative shall certify as to the matters specified in this
clause (a);
 (b)
    
    the agreement in writing of such Assignee to comply with all of
the terms and provisions of this Agreement and the grant of the power of
attorney set forth in Section 18.4, and the acknowledgment in writing of such
Assignee of each of the representations, warranties and covenants set forth in
Article XIV; and
 (c)
    
    if the Members Series Interest is represented by one or more
Unit Certificates, the applicable Unit Certificates for cancellation
accompanied by a transfer power duly executed in blank.
 Members Agreement
 (a)
    
    it will not transfer all or any part of its Series Interest in
the Company except as permitted by this Agreement; and
 31




---



##### 



(b)
    
    in no event shall all or any part of a Series Interest be
transferred to a minor or an incompetent except in trust or pursuant to the
Uniform Gifts to Minors Act or similar applicable state statute.
 Records
 Additional Transfer Restrictions
    Tag Along
 Class A Transfer Preferred Transfer Sale
 Tag Along Notice Tag Along Offerors
 32




---



##### 



(a)
    
    The principal terms of the proposed Sale insofar it relates to
the Units proposed to be so sold (the Affected Units) including the number of
Units to be purchased from the Fortress Holders, the percentage of all Affected
Units held by the Fortress Holders which such number of Units proposed to be so
purchased constitutes the Tag Along Sale Percentage, the expected per Unit
purchase price (which, in the case of Class C Preferred Units or Class D
Preferred Units, shall be expressed as a specified percentage of the Series 1
Class C Preferred Priority Return (in the case of Class C Preferred Units) or
Series 1 Class D Preferred Priority Return (in the case of Class D Preferred
Units) of the Units to be sold), the
name and address of the Prospective Buyer, a good-faith estimate of the
amounts described in Section 9.8.4; and
 (b)
    
    An invitation to each Tag Along Offeror to make an offer to
include in the proposed Sale to the Prospective Buyer an additional number of
Affected Units, but only including the vested portion of any Company Match
Class A Units of such Series (not in any event to exceed the Tag Along Sale
Percentage of the Affected Units owned by such Tag Along Offeror) owned by such
Tag Along Offeror, on the same terms and conditions with respect to each Unit
sold (subject to Section 9.8), as the Fortress Holders shall Sell each of their
Units. Notwithstanding the foregoing, in the event Fortress Holders are
Transferring 100% of their collective economic or other rights that comprise
their Series Interest in a Series in a Sale, the unvested portion of the
Affected Units may be included in such proposed Sale pursuant to the terms of
this Section 9.6.
 Participating Seller Tag Along Sellers Tag Along
Offer
  33




---



##### 



pro rata
 provided, however,
   (a)
    
    pursuant to the exercise of their drag along rights contained
in Section 9.7;
 (b)
    
    to an Affiliate of any of the Fortress Holders or to partners,
members, managing directors and principals of any of the Fortress Holders that
is a partnership or limited liability company; provided that such transferee
 34




---



##### 



shall agree to be bound by the provisions of this Section 9.6 to the same
extent as if such transferee were a Fortress Holder; or
 (c)
    
    in a Public Sale.
  Drag Along
 Prospective Selling Holder Prospective Buyer Drag Along Sale Percentage
 Drag Along Notice
 Participating Seller Drag Along Sellers
 35




---



##### 



provided, however
  Miscellaneous Provisions Relating to Sales or Sale of Series Interests under Section 9.6 and
9.7
 provided however
 36




---



##### 



provided however pro rata provided, further,
 pro rata
  pro rata provided
 37




---



##### 



Pre-Emptive Rights Subject Securities provided however provided further
 Participation Notice
 (a)
    
    The principal terms of the proposed Issuance, including (i) the
number and kind of Subject Securities to be included in the Issuance, (ii) the
price per unit of the Subject Securities and (iii) (x) in the case of the
Issuance of Units of an existing Series, the percentage represented by the
number of Class A Units of the Series of which the Subject Securities will be
designated owned, beneficially and of record, by such Management Holder
immediately prior to the Issuance divided bythe aggregate number of Class A
Units of the Series of which the Subject Securities will be designated then
outstanding owned by all Members of such Series immediately prior to such
Issuance or (y) in the case of the Issuance of Units of an Additional Series,
the percentage represented by the number of Series 1 Class A Units designated
owned, beneficially and of record, by
 38




---



##### 



such Management Holder immediately prior
to the Issuance divided bythe aggregate number of Series 1 Class A Units owned
by all Members immediately prior to such Issuance (the percentage resulting
from clause (x) and (y), as the case may be, the Participation Portion);
providedthat if the consideration to be paid by the Fortress Holders for the
Subject Securities contains non-cash consideration, then the Participation
Notice shall also specify the Fair Market Value of such non-cash consideration;
and
 (b)
    
    An offer by such Series to Issue to such Management Holder such
portion (not in any event to exceed such Management Holders Participation
Portion of the total amount of Subject Securities to be included in the
Issuance) of the Subject Securities to be included in the Issuance as may be
requested by such Management Holder, at the same price and otherwise on the
same terms and conditions, with respect to each unit of Subject Securities
issued to such Management Holder, as the Issuance to the Fortress Holders,
provided, that if the consideration to be paid by the Fortress Holders for
the Subject Securities contains non-cash consideration, then such offer
shall give each such Management Holder the option to pay, in lieu of
delivery of such non-cash consideration, cash in the amount of the Fair
Market Value of such non-cash consideration.
 Participation
Commitment Participating Buyer
   39




---



##### 



Unaccepted Participation Portion
  Forfeiture of Class A Units
 Schedule 3.7 provided however
 40




---



##### 



Repurchase Rights
 Repurchase Rights
  Purchased
Units
 41




---



##### 



Objecting Management
Holder Fair Market Value Objection
  42




---



##### 



(b)
    
    If during such 30-day period such Series and Objecting
Management Holder have not reached an agreement on the Fair Market Value of
such Class A Units, the Objecting Management Holder may retain an independent
valuation expert with experience in valuing financial companies and mortgage
originators (the Valuation Expert) to provide such Series with its
determination of the Fair Market Value of such Class A Units.(c)
    
    If such Series does not agree with the Valuation Experts
determination of Fair Market Value, such Series and Objecting Management Holder
shall engage a mutually agreed upon nationally recognized arbitrator with
experience in valuing financial companies and mortgage originators (the
Arbitrator), or if the parties cannot so agree, each will select a nationally
recognized arbitrator with experience in valuing financial companies and
mortgage originators and the two arbitrators so selected will select a third
nationally recognized arbitrator with experience in valuing financial companies
and mortgage originators to act as the Arbitrator, and the Arbitrator shall
determine if the Fair Market Value to be used is that of such Series or the
Valuation Expert, it being expressly understood that the Arbitrator shall not
be entitled to select any value other than those presented by such Series and
Objecting Management Holder.(d)
    
    The fees and expenses of the Valuation Expert and Arbitrator
shall be borne equally by such Series and Objecting Management Holder, taking
into account, in respect of such Objecting Management Holders portion of such
fees and expenses, such Objecting Management Holders proportionate share of
such Series portion of the fees and expenses.
  Management Loan
 Electing Management Holder Schedule
9.12 Management Loan provided however
 43




---



##### 



provided further
 
    44




---



##### 



Class B Employment Termination Redemption Rights
 Class B Termination Redemption Rights Affected Allocated Class B Interest
   45




---



##### 



Objecting Class B Holder" Class B Fair Market Value Objection"
 Class B Sale Repurchase Right.
 Complete Series 1 Fortress Sale
 Complete Series 2 Fortress Sale
 46




---



##### 



Proceeds of Sale Transaction
  ADMISSION OF ASSIGNEE AS MEMBER
 Requirements
 (a)
    
    A duly executed and acknowledged written instrument of Transfer
is filed with the Company and such Series, specifying the Series Interests
being transferred and setting forth the intention of the Member effecting the
Transfer that the Assignee succeed to a portion or all of such Members Series
Interest as a Member;(b)
    
    The Assignee qualifies as an Accredited Investor or is a Member
of the Immediate Family of the Member making such Transfer and such Transfer
has been made for estate planning purposes or by testamentary or intestate
disposition;(c)
    
    If requested by the Company Manager and applicable Series
Manager, the Assignee delivers to the Company and such Series an opinion of
counsel, in form and substance satisfactory to such Manager, to the effect
provided in clause (a) of Section 9.2 with respect to the admission of the
Assignee as a Member, unless such an opinion would not be required by virtue of
the proviso to said clause (a);(d)
    
    The Member effecting the Transfer and Assignee execute and
acknowledge any other instruments that the Company Manager and applicable
Series Manager deem reasonably necessary or desirable for admission of the
Assignee, including the written acceptance and adoption by the Assignee of the
provisions of this Agreement (including the representations, warranties and
covenants set forth in Article XIV) and execution, acknowledgment, and delivery
to the Manager of a special power of attorney as provided in Section 18.4;
 47




---



##### 



(e)
    
    The Member effecting the Transfer or the Assignee pays to the
Company or such Series a transfer fee sufficient to cover all reasonable
expenses connected with the admission; and(f)
    
    Article IX of this Agreement has been or is complied with;
 provided however
 Consent
 Withdrawal of Member; No Dissolution
  RIGHTS AND POWERS OF THE MEMBERS
 No Management and Control
 Specific Limitations
 48




---



##### 



Amendments to Certificate and Agreement; Voting
      49




---



##### 



DISSOLUTION OF COMPANY
 Termination of Membership
 Events of Dissolution or Liquidation
 Liquidation
 50




---



##### 



No Action for Dissolution
 No Further Claim
  INDEMNIFICATION
 General Indemnified Persons provided however provided further
 51




---



##### 



Exculpation
 Persons Entitled to Indemnity
 Procedure Agreements
 Interested Transactions.
 Business Opportunities
 52




---



##### 



Fiduciary and Other Duties
   Amendment provided, however,
 Survival
 No Inconsistent Amendments to Certificate
  REPRESENTATIONS AND COVENANTS BY THE MEMBERS
  Investment Intent
 53




---



##### 



Securities Regulation
   Knowledge and Experience
 Economic Risk
 Binding Agreement
 Tax Position
 Information
 54




---



##### 



COMPANY AND SERIES REPRESENTATIONS
  Organization, etc.
 Series Interests
  RIGHT TO CONVERT TO CORPORATE FORM
 Conversion of Company
 55




---



##### 



Execution of Documents provided, however,
  LIMITED LIABILITY
   MISCELLANEOUS
 Additional Documents
 General
 56




---



##### 



Notices, etc
  
  
  
 57




---



##### 



58




---



##### 



Execution of Papers
 (a)
    
    all certificates and other instruments (specifically including
counterparts of this Agreement), and any amendment thereof adopted in
accordance with the terms hereof, that the Company Manager or Series Manager,
as the case may be, deems appropriate to qualify or continue the Company or
such Series as a limited liability company in any jurisdiction in which the
Company or such Series may conduct business or in which such qualification or
continuation is, in the opinion of the Company Manager or Series Manager, as
the case may be, necessary to protect the limited liability of the Members;(b)
    
    all amendments to this Agreement adopted in accordance with the
terms hereof and all instruments that the Company Manager or Series Manager, as
the case may be, deems appropriate to reflect a change or modification of the
Company or such Series, as the case may be, in accordance with the terms of
this Agreement; and(c)
    
    all conveyances and other instruments that the Company Manager
or Series Manager, as the case may be, deems appropriate to reflect the
dissolution of the Company or such Series, as the case may be, in accordance
with the terms hereof.
 59




---



##### 



provided however
 Arbitration.
  AAA
   60




---



##### 



Matters of Interpretation
        61




---



##### 



Subsidiary Matters
 Severability
 No Third Party Rights
 Counterparts
 [The remainder of this page has intentionally been left blank]
 62




---



##### 



FORTRESS INVESTMENT FUND III LP
FORTRESS INVESTMENT FUND III (Fund B) LP
FORTRESS INVESTMENT FUND III (Fund C) LP
FORTRESS INVESTMENT FUND III (Fund D) L.P.
FORTRESS INVESTMENT FUND III (Fund E) L.P.By:
    Fortress Fund III GP LLC, the general partner of the foregoing entitiesBy:
    /s/ Randal A. NardoneName:
    Randal A. NardoneTitle:
    Chief Operating OfficerFIF III B HE BLKR LLCBy:
    Fortress Investment Fund III (Fund B) LP, its memberBy:
    Fortress Fund III GP LLC, its general partnerBy:
    /s/ Randal A. NardoneName:
    Randal A. NardoneTitle:
    Chief Operating OfficerFIF III C HE BLKR LLCBy:
    Fortress Investment Fund III (Fund C) LP, its memberBy:
    Fortress Fund III GP LLC, its general partnerBy:
    /s/ Randal A. NardoneName:
    Randal A. NardoneTitle:
    Chief Operating Officer




---



##### 



FORTRESS INVESTMENT FUND IV (Fund A) L.P.
FORTRESS INVESTMENT FUND IV (Fund B) L.P.
FORTRESS INVESTMENT FUND IV (Fund C) L.P.
FORTRESS INVESTMENT FUND IV (Fund D) L.P.
FORTRESS INVESTMENT FUND IV (Fund E) L.P.
FORTRESS INVESTMENT FUND IV (Fund F) L.P.
FORTRESS INVESTMENT FUND IV (Fund G) L.P.By:
    Fortress Fund IV GP L.P., the general partner of the foregoing entitiesBy:
    Fortress Fund IV GP Holdings Ltd., its general partnerBy:
    /s/ Randal A. NardoneName:
    Randal A. NardoneTitle:
    Chief Operating OfficerFIF IV B HE BLKR LLCBy:
    Fortress Investment Fund IV (Fund B) L.P., its memberBy:
    Fortress Fund IV GP L.P., the general partner of the foregoing entitiesBy:
    Fortress Fund IV GP Holdings Ltd., its general partnerBy:
    /s/ Randal A. NardoneName:
    Randal A. NardoneTitle:
    Chief Operating OfficerFIF IV CFG HE BLKR LLCBy:
    Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund F) L.P. and Fortress Investment Fund IV (Fund G) L.P., its membersBy:
    Fortress Fund IV GP L.P., their general partnerBy:
    Fortress Fund IV GP Holdings Ltd., its general partnerBy:
    /s/ Randal A. NardoneName:
    Randal A. NardoneTitle:
    Chief Operating Officer




---



##### 



/s/ Anthony H. BaroneAnthony H. Barone




---



##### 



/s/ Jesse K. BrayJesse K. Bray




---



##### 



/s/ [*][*]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/
[*][*]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/ [*][*]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/ [*][*]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/ [*][*]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/ [*][*]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/ [*][*]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/     [ * ][ * ]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/     [ * ][ * ]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/ Amarkumar R. PatelAmarkumar R. Patel




---



##### 



/s/     [ * ][ * ]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/     [ * ][ * ]  
 *
    
    [Confidential treatment requested]




---



##### 



/s/  Robert L. AppelRobert L. Appel




---



##### 



NATIONSTAR INVESTMENT HOLDINGS LLCBy:
    /s/ Pete SmithName:
    Pete SmithTitle:
    Manager




---



##### 



Schedule 1
 DEFINED TERMS
 AAA
 Accredited Investor
 Act
 Additional Series
 Affected Class
 Affected Units
 Affiliate
 Agreement
 Affected Allocated Class B Interest
 Allocated Class B Interest
 Allocated Management LLC Unit Percentage
 Arbitrator
 Asset Value
 1




---



##### 



Assignee
 Cause provided, however, nolo contendere
 Certificate
 CHEC
 Class
 Class A Approval
 Class A Holder
 Class A Transfer
 Class A Units
 2




---



##### 



Class A Voting Interest divided by divided by
 Class B Approval
 Class B Fair Market Value Objection
 Class B Holder
 Class B Holder Members
 Class B Termination Redemption Right
 Class B Units
 Class C Preferred Approval
 Class C Preferred Holder
 Class D Preferred Approval
 Class D Preferred Holder
 Closing
 Code Internal Revenue Code
 Company
 Company Manager
 Company Match Class A Units
 Complete Series 1 Fortress Sale
 Complete Series 2 Fortress Sale
 Deemed Series 1 Sale Proceeds
 3




---



##### 



Deemed Series 2 Sale Proceeds
 Deemed Series 1 Class B Sale Proceeds
 Deemed Series 2 Class B Sale Proceeds
 Designated Management Holders
 Disability provided, however,
 Distributable Cash Flow
 4




---



##### 



Distribution
 Drag Along Notice
 Drag Along Sale Percentage
 Drag Along Sellers
 Economic Interest
 Effective Date
 Electing Management Holder
 Election Member
 Employment
 Equity Purchase Agreement
 Fair Market Value
 5




---



##### 



provided however
 Fair Market Value Objection
 Fortress Holders
 Fortress Series 2 Class A Distribution Percentage
 Fortress Series 1 Distribution Percentage
 Fourth Amended and Restated Agreement
 Further Investment
 Good Reason provided, however,
 Indemnified Persons
 6




---



##### 



Initial Capital Account
 Initial Public Offering
 Initial Series 1 Liquidity Distribution
 Initial Series 2 Liquidity Distribution
 Invested Capital plus minus
 Issuance Issue Issued
 Majority Class A Holders
 Majority Class B Holder Members
 Majority Class C Preferred Holders
 Majority Class D Preferred Holders
 7




---



##### 



Majority Management Holders
 Management Holder Schedule 3.7
 Management LLC
 Management LLC Agreement
 Management LLC Member
 Management Loan
 Manager
 Mandatory Series Capital Contribution
 Material Subsequent Investment
 Members
 Members of the Immediate Family
 8




---



##### 



Net Profit Net Loss
 Objecting Class B Holder
 Objecting Management Holder
 Participating Buyer
 Participating Seller
 Participation Commitment
 Participation Notice
 Participation Portion
 Person
 Pre-Transaction Value
 Preferred Transfer
 Preferred Yield Net Profit
 Preferred Yield Net Profit Allocation
 Previous Agreements
 Proposed Rules
 Prospective Buyer
 Prospective Selling Holder
 Public Offering
 Public Sale
 9




---



##### 



Purchased Units
 Qualified Public Offering
 Regulation
 Regulation D
 Regulatory Allocation
 Regulations Treasury Regulations
 Rev. Proc. 93-27
 Sale Sell
 Sale of a Series
 Safe Harbor Election
 Secretary
 Securities Act
 Securities Purchase Agreement
 Series
 Series 1 Class A Units
 10




---



##### 



Series 1 Class B Distribution Percentage
 Series 1 Class B Units
 Series 1 Class C Preferred Units
 Series 1 Class D Preferred Units
 Series 1 Company Match Class A Units Schedule 3.7
 Series 1 Class C Preferred Priority Return
 Series 1 Class C Preferred Yield
 Series 1 Class D Preferred Priority Return
 Series 1 Class D Preferred Yield
 11




---



##### 



Series 1 Priority Return less
 Series 2 Class A Units
 Series 2 Class B Distribution Percentage
 Series 2 Class B Units
 Series 2 Company Match Class A Units Schedule 3.7
 Series 2 Priority Return less
 Series Capital Account
 Series Class A Approval
 12




---



##### 



Series Class A Voting Interest divided by
 Series Interest
 Series Liability
 Series Manager
 Series Majority Class A Holders
 Series Majority Management Holders
 Series Property
 Set Aside Capital
 Specified Defined Terms
 Subject Securities
 Subsidiary
 Tag Along Notice
 Tag Along Offer
 Tag Along Offerors
 Tag Along Sellers
 Tax Distribution
 Tax Matters Member
 13




---



##### 



Transaction Related Invested Capital
 Transfer
 Unaccepted Participation Portion
 Unit
 Unit Certificate
 Valuation Expert
 Wall-Off Election
 14




---



##### 



Schedule 3.3
 Description of Series Property
   1




---



##### 



Schedule 3.7
 Units and Consideration
 As of the Effective Date
 SERIES 1:
 Class A Units
 Company Match Class A
    
    Company Match Class AUnits Issued Prior to
    
    Units Issued on thethe Effective
    
    EffectiveMember
    
    Class A Units
    
    Date(1)(2)
    
    Date(1)(3)
    
    ConsiderationFortress Investment Fund
III LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund
III (Fund D) LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund
III (Fund E) LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]FIF III B HE BLKR LLC
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]FIF III C HE BLKR LLC
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund
IV (Fund A) L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund
IV (Fund D) L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund
IV (Fund E) L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]FIF IV B HE BLKR LLC
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]FIF IV CFG HE BLKR LLC
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Anthony Barone
    
    
    67,775
    
    
    
    
    
    
    
    136,993
    
    
    
    1,586,661Jesse Bray
    
    
    17,427
    
    
    
    
    
    
    
    153,212
    
    
    
    407,998[*]
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*][*](4)
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Amarkumar Patel
    
    
    3,319
    
    
    
    
    
    
    
    64,937
    
    
    
    181,333[*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*]Robert L. Appel
    
    
    
    
    
    
    
    
    
    
    102,384
 
 (1)
    
    No consideration was paid in respect of any Company Match Class A Units.(2)
    
    Vesting of Company Match Class A Units issued prior to the Effective Date shall occur as
follows, unless the applicable Management Holder provides the Company with written notice of
his or her election to forfeit such vesting Company Match Class A Units prior to the
applicable vesting date (the Vesting Schedule) and if a Management Holder elects to so
forfeit such vesting Company Match Class A Units, the schedules hereto shall be updated by the
Company without any further action on the part of the Company or any Management Holder:*
    
    [Confidential treatment requested] 1




---



##### 



Months of continuous Employment with CHEC
    
    Vested Percentage[*]
    
    
    [*
    ][*]
    
    
    [*
    ][*]
    
    
    [*
    ][*]
    
    
    [*
    ]
 
 (3)
    
    Vesting of Company Match Class A Units issued on the Effective Date shall occur on September
17, 2010, June 30, 2011 and June 30, 2012, in the respective amounts indicated below: Member
    
    September 17, 2010
    
    June 30, 2011
    
    June 30, 2012Anthony Barone
    
    
    481
    
    
    
    68,256
    
    
    
    68,256Jesse Bray
    
    
    39,452
    
    
    
    56,880
    
    
    
    56,880Amarkumar Patel
    
    
    19,433
    
    
    
    22,752
    
    
    
    22,752Robert L. Appel
    
    
    34,128
    
    
    
    34,128
    
    
    
    34,128
 
 (4)
    
    [*] has waived his rights to [*] Company Match Class A Units that would have rested
after 48 months of continuous employment with CHEC. The amount in the table above reflects
this. Class B Units
 Member
    
    Class B Units
    
    ConsiderationNationstar Investment
Holdings LLC
    
    
    [*]
    
    
    [*]
 Class C Preferred Units
 Member
    
    Class C Preferred Units
    
    ConsiderationFortress Investment Fund III LP
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund III (Fund D) LP
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund III (Fund E) LP
    
    
    [*]
    
    
    
    [*]FIF III B HE BLKR LLC
    
    
    [*]
    
    
    
    [*]FIF III C HE BLKR LLC
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund IV (Fund A) L.P.
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund IV (Fund D) L.P.
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund IV (Fund E) L.P.
    
    
    [*]
    
    
    
    [*]FIF IV B HE BLKR LLC
    
    
    [*]
    
    
    
    [*]FIF IV CFG HE BLKR LLC
    
    
    [*]
    
    
    
    [*]
 Class D Preferred Units
 Member
    
    Class D Preferred Units
    
    ConsiderationFortress Investment Fund III LP
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund III (Fund D) LP
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund III (Fund E) LP
    
    
    [*]
    
    
    
    [*]FIF III B HE BLKR LLC
    
    
    [*]
    
    
    
    [*]FIF III C HE BLKR LLC
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund IV (Fund A) L.P.
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund IV (Fund D) L.P.
    
    
    [*]
    
    
    
    [*]Fortress Investment Fund IV (Fund E) L.P.
    
    
    [*]
    
    
    
    [*]FIF IV B HE BLKR LLC
    
    
    [*]
    
    
    
    [*]FIF IV CFG HE BLKR LLC
    
    
    [*]
    
    
    
    [*]
   2




---



##### 



SERIES 2:
 Class A Units
 Company Match Class A
    
    Company Match Class AUnits Issued Prior to
    
    Units Issued On thethe Effective
    
    EffectiveMember
    
    Class A Units
    
    Date(1)(2)
    
    Date(1)(3)
    
    ConsiderationFortress Investment Fund III LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund III (Fund B) LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund III (Fund C) LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund III (Fund D) LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund III (Fund E) LP
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund IV (Fund A)
L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund IV (Fund B)
L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund IV (Fund C)
L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund IV (Fund D)
L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund IV (Fund E)
L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund IV (Fund F)
L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Fortress Investment Fund IV (Fund G)
L.P.
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Anthony Barone
    
    
    12,667
    
    
    
    
    
    
    
    25,607
    
    
    
    1,913,339Jesse Bray
    
    
    3,258
    
    
    
    
    
    
    
    28,637
    
    
    
    492,002[*]
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*][*](4)
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    
    
    
    
    
    
    
    
    [*]Amarkumar Patel
    
    
    621
    
    
    
    
    
    
    
    12,137
    
    
    
    218,667[*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    
    
    
    
    [*]Robert L. Appel
    
    
    
    
    
    
    
    
    
    
    19,137
 
 (1)
    
    No consideration was paid in respect of any Company Match Class A Units.(2)
    
    Vesting of Company Match Class A Units issued prior to the Effective Date shall occur as
follows, unless the applicable Management Holder provides the Company with written notice of
his or her election to forfeit such vesting Company Match Class A Units prior to the
applicable vesting date (the Vesting Schedule) and if a Management Holder elects to so
forfeit such vesting Company Match Class A Units, the schedules hereto shall be updated by the
Company without any further action on the part of the Company or any Management Holder: Months of continuous Employment with CHEC
    
    Vested Percentage[*]
    
    
    [*
    ][*]
    
    
    [*
    ][*]
    
    
    [*
    ][*]
    
    
    [*
    ]
 
 (3)
    
    Vesting of Company Match Class A Units issued on the Effective Date shall occur on September
17, 2010, June 30, 2011 and June 30, 2012, in the respective amounts indicated below:*
    
    [Confidential treatment requested] 3




---



##### 



Member
    
    September 17, 2010
    
    June 30, 2011
    
    June 30, 2012Anthony Barone
    
    
    91
    
    
    
    12,758
    
    
    
    12,758Jesse Bray
    
    
    7,373
    
    
    
    10,631
    
    
    
    10,633Amarkumar Patel
    
    
    3,631
    
    
    
    4,252
    
    
    
    4,254Robert L. Appel
    
    
    6,379
    
    
    
    6,379
    
    
    
    6,379
 
 (4)
    
    [ * ] has waived his rights to [ * ] Company Match Class A Units that would have rested
after 48 months of continuous employment with CHEC. The amount in the table above reflects
this. Class B Units
 Member
    
    Class B Units
    
    ConsiderationNationstar Investment Holdings LLC
    
    
    [*]
    
    
    [*]
 
 *
    
    [Confidential treatment requested] 4




---



##### 



Schedule 3.17
  Management Holder Unit Exchange
 Number of Company
    
    
    
    
    
    Number of CompanyNumber of Series 2
    
    Match Series 2
    
    Number of Series 1
    
    Match Series 1Class A Units
    
    Class A Units
    
    Class A Units
    
    Class A UnitsMember
    
    Forgone
    
    Forgone
    
    Received
    
    ReceivedAnthony Barone
    
    
    13,704
    
    
    
    27,410
    
    
    
    13,180
    
    
    
    26,359Jesse Bray
    
    
    3,524
    
    
    
    7,048
    
    
    
    3,389
    
    
    
    6,778[*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*][*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]Amarkumar Patel
    
    
    1,566
    
    
    
    
    
    
    
    1,506
    
    
    
    [*]
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
    
    
    
    [*]
   5




---



##### 



Schedule 5.4
 OFFICERS
 Officers
 Powers
 Election
 Tenure
 Resignation; Removal; Vacancies
 President and Vice President
 1




---



##### 



Treasurer and Assistant Treasurers
 Controller and Assistant Controllers
 Secretary and Assistant Secretaries
 2




---



##### 



Schedule 5.5
 Management Rights Letter
 1345 Avenue of the Americas, 46th Floor, New York, NY 10105]
  
  Agreement Company Fund
     Representative
 1




---



##### 



Regulation
  2




---



##### 



Very truly yours,
FIF HE HOLDINGS LLCBy:Name:
    Pete SmithTitle:
    Manager Agreed and Accepted by:
[Fund Name]By:
    [             ], its General PartnerBy:Name:Title: 3




---



##### 



This Promissory Note has not been registered under the Securities Act of 1933, as amended, or
registered or qualified under any state securities laws. This Promissory Note may not be sold,
transferred, pledged or hypothecated unless such sale, transfer, pledge or hypothecation is in
accordance with such Act and applicable state securities laws.
 FIF HE HOLDINGS LLC
 PROMISSORY NOTE
 Principal Amount: ___________________
    
    ____________, 2006
 Company Match Class A Units Debtor Holder Note Section 2
 Acceleration Upon Termination of Employment
 Accelerated Payment Date
   4




---



##### 



Interest The Wall
Street Journal
 Amortization; Prepayment Section 1(c)
 Payments
 Prepayments
 Security Interest
 Waiver by the Holder
 Successors and Assigns
 Severability; Governing Law
 5




---



##### 



Limited Recourse
 Arbitration
  AAA
    6




---



##### 



Interpretation
 [NAME OF DEBTOR] 7