(6)            The Majority Lenders and the Extending Lenders have agreed, subject to the terms and conditions stated below, to amend the Bridge Loan Agreement as hereinafter set forth.

SECTION 1.           AMENDMENTS TO BRIDGE LOAN AGREEMENT

The Bridge Loan Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended as follows:

(a)            Subsection 1.1 of the Bridge Loan Agreement is hereby amended by inserting in alphabetical order new definitions to read as follows:

“ 2010 Notes ”: the Company’s Floating Rate Senior Notes due 2010.

“ 2012 Notes ”: the Company’s 5.875% Senior Notes due 2012.

“ 2017 Notes ”: the Company’s 6.300% Senior Notes due 2017.

“ Agreement Value ”: for each Hedge Agreement, on any date of determination, an amount equal to:  (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the “ Master Agreement ”), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on such date of determination and (ii) such Loan Party or Subsidiary was the sole “Affected Party,”; (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement based on the settlement price of such Hedge Agreement on such date of determination; or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement determined as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds or, as applicable, is less than (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.  For the avoidance of doubt, the foregoing definition of “Agreement Value” does not affect the rights and obligations of any such Loan Party or such Subsidiary, on one hand, and such counterparty, on the other hand, under any such Hedge Agreement, including without limitation as to the calculation of any amount pursuant to section 6 of a Master Agreement as such section has been amended or supplemented by a schedule to such Master Agreement.

“ Amendment No. 9 ”: Amendment No. 9 and Waiver to the Agreement, dated as of May 29, 2009, among the Company, the Lenders party thereto and the Agent.

“ Amendment No. 9 Effective Date ”: the date of effectiveness of Amendment No. 9 in accordance with the terms thereof.

“ Applicable Adjustment Percentage ”: (a) for the first Fiscal Quarter ending after a Servicing Business Disposition, 95%, (b) for the second Fiscal Quarter ending after a

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Servicing Business Disposition, 90%, (c) for the third Fiscal Quarter ending after a Servicing Business Disposition, 85% and (d) for each Fiscal Quarter ending thereafter, 80%.

“ Applicable Discount ”: as defined in Exhibit A to Amendment No. 9.

“ Auction ”: a “Dutch” auction whereby the Company offers to purchase Loans pursuant to the auction procedures set forth in Exhibit A to Amendment No. 9.

“ Cash Prepayment Amount ”: as defined in Section 2.12(c).

“ Consolidated ”: the consolidation of accounts in accordance with GAAP.

“ Consolidating ”: the consolidating financial statements of the Company and its Subsidiaries which sets forth (i) the consolidated accounts of the Company and its Subsidiaries (other than any Specified Subsidiaries) and (ii) the consolidated accounts of each Specified Subsidiary and its Subsidiaries.

“ Equity Interests ”: with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized on any date of determination.

“ ERISA Plan ”: a Single Employer Plan or a Multiple Employer Plan.

“ Excluded Information ”: as defined in subsection 9.6(ii).

“ Existing Notes ”: the 2010 Notes, the 2012 Notes and/or the 2017 Notes, as the context may require.

“ Fiscal Quarter ”: any fiscal quarter of any Fiscal Year, which quarter shall end on the last day of each March, June, September and December of such Fiscal Year in accordance with the fiscal accounting calendar of the Company and its Subsidiaries.

“ Fiscal Year ”: a fiscal year of the Company and its Subsidiaries ending on December 31, except for Subsidiaries of the Company organized in certain jurisdictions in Asia with fiscal years ending on March 31, April 30, June 30 or September 30.

“ Foreign Subsidiary ”: at any time, any of the direct or indirect Subsidiaries of the Company that are organized outside of the laws of the United States, any state thereof or the District of Columbia at such time.

“ Initial Prepayment Lender ”: each Lender that is also a “Lender” under the Term Loan Agreement on the Amendment No. 9 Effective Date.

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“ Liquidity Availability ”: at any time, an amount equal to the unrestricted cash and Cash Equivalents of the Company and its Subsidiaries (other than any Specified Subsidiaries or any Subsidiaries that are broker-dealers registered with the SEC and with state securities commissions in the United States under state securities laws) (which unrestricted cash and Cash Equivalents, for greater certainty, shall exclude any such property (a) held in the “Cash Collateral Account” (as defined in the Term Loan Agreement), (b) that is being held as cash collateral or that constitutes escrowed funds or (c) that is otherwise subject to a currently applicable restriction on its withdrawal or distribution to the Company or any of its Subsidiaries); provided that Liquidity Availability shall be reduced by the amount of any tax liability reasonably estimated by the Company to be incurred as a result of the repatriation from any Foreign Subsidiary of any such cash or Cash Equivalents to the Company or any of its domestic Subsidiaries, provided that no such reduction pursuant to this clause (c) shall be required with respect to any funds that are eligible to be used and that the Company intends to use to meet the liquidity needs of the Foreign Subsidiary holding such funds (not to exceed $100,000,000 in the aggregate to meet the liquidity needs of all Foreign Subsidiaries).

“ Liquidity Condition ”: (a) the Company and its Subsidiaries shall have maintained a Liquidity Availability of at least $450,000,000 on an average daily basis for each of the three months ending immediately prior to any utilization of the Notes Cash Basket and (b) before and after giving effect to the proposed utilization of the Notes Cash Basket, the Company shall be in compliance with subsection 6.1.

“ Notes Cash Basket ”: as defined in the Term Loan Agreement.

“ Permitted Notes Refinancing ”: the refinancing, refunding, exchange or replacement of any of the Existing Notes with Permitted Refinancing Indebtedness.

“ Permitted Refinancing Indebtedness ”: any Indebtedness issued or incurred in connection with the refinancing, refunding, exchange or replacement of the Existing Notes (and, to the extent that any such Indebtedness (x) is accepted by any Lenders hereunder to refinance, refund, exchange or replace Indebtedness under the Facility, the Facility or (y) is accepted by any lenders under the Senior Credit Facility to refinance, refund, exchange or replace the loans under the Senior Credit Facility, the loans under the Senior Credit Facility); provided that (a) no Default shall have occurred and be continuing before and after giving effect to such issuance or incurrence, (b) in connection with any such issuance or incurrence, the Lenders hereunder and the lenders under the Senior Credit Facility shall be offered, on a proportionate basis in accordance with the provisions of the this Agreement and the Senior Credit Facility, as applicable, such Permitted Refinancing Indebtedness on the same terms and conditions (including, without limitation, the same security package) ( provided , however , that in connection with any payment, redemption, exchange or repurchase of the Existing Notes in which availability under the Notes Cash Basket is utilized in connection with such transaction, any such proportionate offer to the Lenders hereunder and the lenders under the Senior Credit Facility (i) need not include any cash payment to the Lenders hereunder or the lenders under the Senior Credit Facility to the extent that a cash payment is made out of the proceeds from the Notes Cash Basket (and in the event that no cash payment is made to the Lenders hereunder and the lenders under the Senior Credit Facility, such proportionate offer shall be determined as if no cash payment were made to the holders of the Existing Notes) and (ii) may include a cash payment to the Lenders hereunder and/or the lenders under the Senior Credit Facility, provided that any such cash payment to the

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Lenders hereunder or the lenders under the Senior Credit Facility shall not reduce the Notes Cash Basket, (c) no Permitted Refinancing Indebtedness shall have any scheduled or mandatory principal repayments prior to August 23, 2011 and (d) the principal amount of the Indebtedness being refinanced, refunded, exchanged or replaced shall not be increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, exchange or replacement.

“ Prepayment ”: as defined in Amendment No. 9.

“ Qualifying Lender ”: as defined in Exhibit A to Amendment No. 9.

“ Reply Amount ”: as defined in Exhibit A to Amendment No. 9.

“ Responsible Officer ”: the chief executive officer, president, senior vice president, executive vice president, vice president, chief financial officer, chief accounting officer, controller, treasurer or assistant treasurer of a Loan Party.  Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Run Rate Operating Expense ”: for any period, an amount equal to: (a) total operating expenses of the Company and its Subsidiaries on a Consolidated basis for such period; less (b) total operating expenses of the Specified Subsidiaries on a Consolidated basis for such period (other than any such operating expenses that (x) prior to such period were operating expenses of the Company or any of its Subsidiaries (other than any Specified Subsidiaries) and (y) have been migrated to the Specified Subsidiaries in connection with the implementation of any restructuring, winding down or disposition of business units or assets of the Company and its Subsidiaries or the implementation of the operating cost reduction plan of the Company); less (c) the sum of (without duplication): (i) the amount of depreciation and amortization expense and impairment charges in respect of fixed assets, mortgage servicing rights and intangible assets; (ii) non-cash expenses or charges incurred in connection with the granting of, or accretion on, options, warrants or other Equity Interests pursuant to any management or director equity plan, stock option plan or similar employee compensation arrangement; (iii) any expenses or charges directly related to the restructuring of the Existing Notes, the Senior Credit Facility or the Loans hereunder accounted for in such period, including the ongoing fees and expenses required to be paid to the Lenders or their advisors in connection with the restructuring of the Senior Credit Facility and the Loans hereunder; (iv) solely with respect to the Fiscal Quarters ended June 30, 2009, September 30, 2009, December 31, 2009 and March 31, 2010, the amount of any one-time restructuring charges, costs or other business optimization expenses directly incurred in connection with the restructuring, winding down or disposition of business units or assets outside of the ordinary course of business of the Company and its Subsidiaries or the implementation of the operating cost reduction plan of the Company (including professional fees and expenses, severance costs, contract breakage costs and costs related to the closure and/or consolidation of facilities) during such period; provided that the amount of restructuring charges, costs and expenses deducted from Run Rate Operating Expenses pursuant to this clause (iv) shall not exceed $50,000,000 in the aggregate; and (v) operating expenses of variable interest entities that are required to be Consolidated with the Company pursuant to FASB

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Interpretation No. 46(R), operating expenses of investment partnerships and similar entities that are required to be Consolidated with the Company pursuant to Emerging Issues Task Force Issue No. 04-5 and operating expenses of entities that are required to be Consolidated with the Company pursuant to Statement of Financial Accounting Standards No. 66 or similar accounting principles implemented by applicable accounting standards bodies after the date hereof relating to consolidation of subsidiaries; in each case of the Company and its Subsidiaries (excluding the Specified Subsidiaries) for such period; plus (c) (X) the Applicable Adjustment Percentage times (Y) the aggregate amount of operating expenses of any Servicing Business subject to a Servicing Business Disposition prior to or during such period for the portion of such period occurring after the date of such Servicing Business Disposition (determined on a pro forma basis based on the last full fiscal quarter period ending immediately prior to the date of such Servicing Business Disposition and making the adjustments, to the extent applicable, set forth in this definition of “ Run Rate Operating Expense ”); all as determined for such period in accordance with GAAP.

“ Servicing Agreement ”: any pooling and servicing agreement, trust and servicing agreement, primary servicing agreement or other similar document pursuant to which the Company or any of its Subsidiaries services mortgage loans or any mortgaged property acquired through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of any mortgage loans, and makes Servicing Loans with respect thereto.

“ Servicing Business ”: the North American “servicing” segment of the Company and its Subsidiaries.

“ Servicing Business Disposition ”: any sale, transfer or other disposition of, or closure of the Servicing Business or any material portion thereof pursuant to any transaction or any series of related transactions (including by means of a disposition of any Person or a disposition of all or substantially all of the assets or property of such Servicing Business).

“ Servicing Loans ”: loans made by the Company or any of its Subsidiaries, in its respective capacity as servicer under any Servicing Agreement, in connection with the servicing and administering of any mortgage loans or any mortgaged property including but not limited to (i) loans of principal and interest payments on mortgage loans and (ii) loans of out-of-pocket costs and expenses incurred by the applicable servicer in respect of mortgage loans in which a default, delinquency or other unanticipated event has occurred or as to which a default is imminent, including, with respect to any underlying mortgaged property, advances necessary for the purpose of effecting the payment of real estate taxes, assessments and other similar items that are or may become a lien thereon, premiums on insurance policies, advances generally known as “emergency advances” or “property protection advances” under any Servicing Agreement, costs of any enforcement or judicial proceedings, maintenance and liquidation of any acquired mortgaged property, extraordinary trust fund expenses, ground rents and similar charges or assessments.

“ Servicing Loan Assets ”: the assets, whether now owned or hereafter acquired, of the Company and its Subsidiaries comprising (a) Servicing Loans and (b) all reimbursement rights and other amounts owing to the Company and its Subsidiaries with respect to Servicing Loans.

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“ Servicing Loan Facility ”: any credit facility, securitization facility or other financing facility obtained by the Company or any of its Subsidiaries in connection with the financing of any Servicing Loan Assets.

“ Specified Servicing Loan Facility ”: the proposed Servicing Loan Facility disclosed by the Company to the “Lead Arrangers” (as defined in the Term Loan Agreement) prior to the Amendment No. 9 Effective Date, to the extent that such Servicing Loan Facility is consummated on substantially the same terms and conditions as disclosed by the Company to the “Lead Arrangers” (as defined in the Term Loan Agreement).

“ Specified Repayment Date ”: as defined in subsection 2.18.

“ Term Loan Agreement ”: as defined in Amendment No. 9.

“ Test Period ”: with respect to the financial covenant contained in subsection 6.1: (a) at any date of determination on or prior to June 30, 2009, the most recently completed Fiscal Quarter; (b) at any date of determination after June 30, 2009 and on or prior to September 30, 2009, the most recently completed two Fiscal Quarters of the Company ending on or prior to such date; (c) at any date of determination after September 30, 2009 and on or prior to December 31, 2009, the most recently completed three Fiscal Quarters of the Company ending on or prior to such date; and (d) at any date of determination after December 31, 2009, the most recently completed four Fiscal Quarters of the Company ending on or prior to such date.

(b)            The definition of “ Attributed Capitalization ” set forth in subsection 1.1 of the Bridge Loan Agreement is hereby amended by deleting “subsection 5.1” in the sixth line thereof and inserting “subsection 5.1(a) and (b)” in its place.

(c)            The definition of “ Bankruptcy Remote Special Purpose Vehicle ” set forth in subsection 1.1 of the Bridge Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ Bankruptcy Remote Special Purpose Entity ”: (i) a Person that satisfies each of the following criteria: (a) such Person is an entity that is consolidated for accounting purposes with the  Company and designed to make remote the possibility that it would enter into bankruptcy or other receivership; (b) all or substantially all of such Person’s assets consist of Receivables or securities backed by Receivables plus any rights or other assets (including cash reserves) designed to assure the servicing or timely distribution of proceeds to the holders of its obligations; and (c) Receivables or securities backed by Receivables owned by such Person satisfy the legal isolation criteria set forth in paragraph 9(a) of Statement of Financial Accounting Standards No. 140 (“ FAS 140 ”) (in relation to the Company and any Subsidiary that is not a Bankruptcy Remote Special Purpose Entity) or (ii) any Subsidiary formed as a “successor borrower” in connection with any loan defeasance activities that satisfies the legal isolation requirements of FAS 140.

(d)            The definition of “ Cash Equivalents ” set forth in subsection 1.1 of the Bridge Loan Agreement is hereby amended and restated in its entirety to read as follows:

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“ Cash Equivalents ”:

(a)            securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof and having maturities of not more than 12 months after the date of acquisition;

(b)            time deposits or certificates of deposit of (i) any bank of recognized standing having capital and surplus in excess of $5,000,000,000 or whose commercial paper rating is at least A-1 by S&P and P-1 by Moody’s and (ii) in the case of any Foreign Subsidiary of the Company, the banks listed on Schedule 1.01(c) or any other bank approved by the Agent in its sole discretion (it being understood that the Agent may revoke its approval of any such bank at any time for purposes of this clause (b), provided that any time deposits or certificates of deposits of such bank acquired by the Company or any of its Subsidiaries prior to such revocation shall continue to constitute Cash Equivalents for purposes of this Agreement), in each case having maturities of not more than six months after the date of acquisition;

(c)            commercial paper rated at least A-1 by S&P and P-1 by Moody’s and having maturities of not more than six months after the date of acquisition;

(d)            direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States (including any agency or instrumentality thereof) the long-term debt of which is rated A-3 or higher by Moody’s and A- or higher by S&P (or rated the equivalent by at least one nationally recognized statistical rating organization) and having maturities of not more than six months after the date of acquisition; and

(e)            in the case of any Foreign Subsidiary of the Company, investments (i) in direct obligations of the sovereign nation (or any agency or instrumentality thereof) in which such Subsidiary is organized or is conducting a substantial amount of business or in obligations fully and unconditionally guaranteed by such sovereign nation (or agency or instrumentality) or (ii) of the type and maturity described in clause (a) through (d) above of foreign obligors, which investments or obligors (or their parents) have ratings equivalent to those described above (which may be equivalent ratings from foreign rating agencies).

(e)            The definition of “ ERISA Event ” set forth in subsection 1.1 of the Bridge Loan Agreement is hereby amended and restated in its entirety to read as follows:

“ ERISA Event ”: (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any ERISA Plan unless the 30 day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of an ERISA Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such ERISA Plan within the following 30 days; (b) the application for a minimum funding waiver with respect t