Mr Cooper Group Inc (COOP)

[iPrelude]

(i) Washington Mutual Preferred Funding, LLC, a Delaware limited liability company and an indirect subsidiary of the Corporation (the “Company”), is issuing (x) 1,250,000 of its Fixed-to-Floating Rate Perpetual Non-cumulative Preferred Securities, liquidation preference $1,000 per security and $1,250,000,000 in the aggregate (the “Fixed-to-Floating Rate Company Preferred Securities”), to Washington Mutual Preferred Funding Trust I, a Delaware statutory trust established by the Company as grantor (“WaMu Delaware”), and (y) 750,000 of its 7.25% Perpetual Non-cumulative Preferred Securities, liquidation preference $1,000 per security and $750,000,000 in the aggregate (the “Fixed-Rate Company Preferred Securities” and, together with the Fixed-to-Floating Rate Company Preferred Securities, the “Company Preferred Securities”) to Washington Mutual Preferred Funding (Cayman) I Ltd., a Cayman Islands company limited by shares all of the common securities of which are indirectly owned by the Corporation (“WaMu Cayman”);
(ii) WaMu Delaware is issuing to investors 12,500 of its Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities, liquidation preference $100,000 per security and $1,250,000,000 in the aggregate (the “Trust Securities”) pursuant to an Offering Circular, dated February 24, 2006 (the “Trust Securities Offering Circular”); and
(iii) WaMu Cayman is issuing to investors 3,023 of its 7.25% Perpetual Non-cumulative Preferred Securities, Series A-1, liquidation preference $100,000 per security and $302,300,000 in the aggregate (the “Series A-1 WaMu Cayman Preferred Securities”), and (ii) 44,770 of its 7.25% Perpetual Non-cumulative Preferred Securities, Series A-2, liquidation preference $10,000 per security and $447,700,000 in the aggregate (the “Series A-2 WaMu Cayman Preferred Securities” and, together with the Series A-1 WaMu Cayman Preferred Securities, the “WaMu Cayman Preferred Securities”) pursuant to an Offering Circular, dated February 24, 2006 (the “WaMu Cayman Preferred Securities Offering Circular” and, together with the Trust Securities Offering Circular, the “Offering Circulars”).
B. If an “Exchange Event” as defined and described in the Offering Circulars occurs, and the Office of Thrift Supervision so directs, then:
(i) the Trust Securities will automatically be exchanged for depositary receipts (the “Fixed-to-Floating Rate WMI Depositary Receipts”) representing a



like amount of Series I Perpetual Non-cumulative Fixed-to-Floating Rate Preferred Stock (the “Fixed-to-Floating Rate WMI Preferred Stock”) of the Corporation; and
(ii) the WaMu Cayman Preferred Securities will automatically be exchanged for depositary receipts (the “Fixed Rate WMI Depositary Receipts” and, together with the Fixed-to-Floating Rate WMI Depositary Receipts, the “WMI Depositary Receipts”) representing a like amount of Series J Perpetual Non-cumulative Fixed Rate Preferred Stock (the “Fixed Rate WMI Preferred Stock” and, together with the “Fixed-to-Floating Rate WMI Preferred Stock”, the “WMI Preferred Stock”) of the Corporation (the Trust Securities, the WaMu Cayman Preferred Securities, the Company Preferred Securities, the WMI Depositary Receipts and the WMI Preferred Stock, together, the “Securities”).
C. This Replacement Capital Covenant is the “Replacement Capital Covenant” referred to in the Offering Circulars.
D. The Corporation, in entering into and disclosing the content of this Replacement Capital Covenant in the manner provided below, is doing so with the intent that the covenants provided for in this Replacement Capital Covenant be enforceable by each Covered Debtholder and the Corporation be estopped from disregarding the covenants in this Replacement Capital Covenant, in each case to the fullest extent permitted by applicable law.
E. The Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants.

https://www.sec.gov/Archives/edgar/data/933136/000095012406001055/v18360exv99w1.htm