Replies to post #513412 on Mr Cooper Group Inc fka COOP

[diamondguru-one]

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”).

You have further advised us that, in connection therewith, it is intended that the financing for the Transactions will include either (x) up to $2,750 million in aggregate principal amount of senior