Replies to post #404748 on Mr Cooper Group Inc (COOP)

[bkshadow]

Justice, there are other ref.s to subs...

...but, I will say, the first item you note (in isolation) is sloppy. The second reference to assets essential to the receiver are in the exhibits (they don't include loans, etc.).

From the following, and considering JPM has recorded all of the assets of WMB since 2008, the other P&AA references to WMB subsidiaries acquired looks concrete.

Some ~

ARTICLE I
DEFINITIONS

Capitalized tenns used in this Agreement shall have the meanings set forth in this Article
I, or elsewhere in this Agreement. As used herein, words imparting the singular include the plural
and vice versa.

"Acquired Subsidiaries" means Subsidiaries of the Failed Bank acquired
pursuant to Section 3.1.

"Assets" means all assets of the Failed Bank purchased pursuant to Section 3.1.
Assets owned by Subsidiaries of the Failed Bank are not "Assets" within the meaning of this
definition.



ARTICLE III
PURCHASE OF ASSETS

3.1 Assets Purchased by Assuming Bank. Subject to Sections 3.5, 3.6 and 4.8, the
Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns,
transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver
in and to all of the assets (real, personal and mixed, wherever located and however acquired)
including all subsidiaries, joint ventures, partnerships, and any and all other business
combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed
Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Assets are
purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness
collateralized by Liens affecting such Assets to the extent provided in Section

2.1. The
subsidiaries, joint ventures, partnerships, and any and all other business combinations or
arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming
Bank includes, but is not limited to, the entities listed on Schedule 3. la. Notwithstanding
Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and
obligations of the Failed Bank.

3.5 Assets Not Purchased by Assuming Bank. The Assuming Bank does not
purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement)
obtain an option to purchase, acquire or assume under this Agreement the assets or Assets listed
on the attached Schedule 3.5.

SCHEDULE 2.1 - Certain Liabilities Not Assumed

1. Preferred stock and litigation pending against the Failed Bank related to liabilities
retained by the receiver.

2. Subordinated debt.

3. Senior debt.

4. All employee benefit plans sponsored by the holding company of the Failed Bank except
the tax-qualified pension and 40l{k) plans and employee medical plan.

5. All management, employment, change-in-control, severance, unfunded deferred
compensation and individual consulting agreements or plans (i) between the Failed Bank
and its employees or (ii) maintained by the Failed Bank on behalf of its employees.


SCHEDULE 3.5 - Certain Assets Not Purchased

(1) Any Financial Institution Bonds, Banker's Blanket Bonds, surety bonds (except Court
bonds required for retained litigation risk), Directors and Officers insurance, Professional
Liability insurance, or related premium refund, unearned premium derived from cancellation, or
any proceeds payable with respect to any of the foregoing. This shall exclude Commercial
General Liability, International Liability, Commercial Automobile, Worker's Compensation,
Employer's Liability, Umbrella and Excess Liability, Property, Mortgage Impairment and
Mortgage Errors & Omissions, Lender-placed coverage, Private Mortgage Insurance, Boiler &
Machinery, Terrorism, Mail, Storage Tank Liability, Marine Liability, Vessel Hull and Vessel
Pollution (if marine assets are acquired), Aircraft Liability (if aircraft assets are acquired)
insurance policies, proceeds and collateral related to, held or issued with respect to or in
connection with any Asset (including Bank staff) acquired by the Assuming Bank under this
Agreement, which such policies, proceeds and collateral are acquired Assets.

(2) any interest, right, action, claim, or judgment against (i) any officer, director, employee,
accountant, attorney, or any other Person employed or retained by the Failed Bank or any
Subsidiary of the Failed Bank on or prior to Bank Closing arising out of any act or omission of
such Person in such capacity, (ii) any underwriter of financial institution bonds, banker's blanket
bonds or any other insurance policy of the Failed Bank, (iii) any shareholder or holding company
of the Failed Bank, or (iv) any other Person whose action or inaction may be related to any loss
(exclusive of any loss resulting from such Person's failure to pay on a Loan made by the Failed
Bank) incurred by the Failed Bank; provided, that for the purposes hereof, the acts, omissions or
other events giving rise to any such claim shall have occurred on or before Bank Closing,
regardless of when any such claim is discovered and regardless of whether any such claim is
made with respect to a financial institution bond, banker's blanket bond, or any other insurance
policy of the Failed Bank in force as of Bank Closing;

(3) leased Bank Premises and leased Furniture and Equipment and Fixtures and data
processing equipment (including hardware and software) located on leased or owned Bank
Premises, if any; provided, that the Assuming Bank does obtain an option under Section 4.6,
Section 4.7 or Section 4.8, as the case may be, with respect thereto; and

(4) any criminal/restitution orders issued in favor of the Failed Bank;