Mr Cooper Group Inc (COOP)

[Large Green]

My View: Eclipse = Marker Holders/Eclipse Holds Shares To Be Issued To Marker Holders Which Has NOT Happened Yet/Possibly Next Week and/or Simultaneous to BK Closing-We Shall Soon See What Transpires

https://www.sec.gov/Archives/edgar/data/933136/000119312518045989/d539539dex105.htm

Ladies and Gentlemen:

You have advised each of Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “CS”), Credit Suisse Securities (USA) LLC (“CS Securities” and, together with CS and their respective affiliates, “Credit Suisse”), Jefferies Finance LLC (“Jefferies”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI”, together with DBCI, “DB”), HSBC Bank USA, National Association (“HSBC Bank”) and HSBC Securities (USA) Inc. (“HSBC Securities” and, together with HSBC Bank, “HSBC” and, together with Credit Suisse, Jefferies, DB, HSBC and any Additional Commitment Party (as defined below), collectively,

the “Commitment Parties”, “we” or “us”) that Wand Merger Corporation (“Buyer” or

“Borrower”), an affiliate of WMIH Corp. (“WMIH”; WMIH together with Buyer, “you”), intends to acquire (the “Acquisition”), directly or indirectly,

all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse”, a Delaware corporation (the “Company”).

You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction. Description attached hereto as Exhibit A (the “Transaction Description”).

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or Exhibit B (the “Term Sheet”; this commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, collectively, the “Commitment Letter”).
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CONFIDENTIAL EXHIBIT A
Project Eclipse

Transaction Description

Wand Merger Corporation (“Buyer”), a newly formed shell entity which is an affiliate of WMIH Corp. (“WMIH”), intends to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us by you as “Eclipse” (the “Company”) from the equity holders of the Company.
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CONFIDENTIAL ANNEX C-I
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.
IN WITNESS WHEREOF, I have executed this Certificate as of the date first written above.