Mr Cooper Group Inc (COOP)

[UncleBo]

Form of Solvency Certificate

Date:

Reference is made to Credit Agreement, dated as of [•] (the “ Credit Agreement ”), among [•] (the “ Borrower ”), the lending institutions from time to time parties thereto (the “ Lenders ”), and [•], as Administrative Agent.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This certificate is furnished pursuant to Section [•] of the Credit Agreement.

Solely in my capacity as a financial executive officer of WMIH and not individually (and without personal liability), I hereby certify, that as of the date hereof, after giving effect to the consummation of the transactions in connection with the Bridge Facility:



1. The sum of the liabilities (including contingent liabilities) of WMIH and its restricted subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of WMIH and its restricted subsidiaries, on a consolidated basis.


2. The fair value of the property of WMIH and its restricted subsidiaries, on a consolidated basis, is greater than the total amount of liabilities (including contingent liabilities) of WMIH and its restricted subsidiaries, on a consolidated basis.


3. The capital of WMIH and its restricted subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof.


4. WMIH and its restricted subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debts as they become due (whether at maturity or otherwise).
For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that would reasonably be expected to become an actual or matured liability.