Mr Cooper Group Inc (COOP)

[chaarles]

DC Action will be dismissed:
Section 2.7. Texas Litigation. As soon as practicable following the
execution and delivery of this Agreement by all of the Parties, but in no event later than
fifteen (15) Business Days subsequent thereto, WMI and the FDIC Parties shall use their
reasonable best efforts to seek rulings from the D.C. District Court and, to the extent
necessary or desirable, the Bankruptcy Court or the relevant appellate court, (a) enjoining
the plaintiffs in the Texas Litigation and any other plaintiffs who have brought or may in
the future bring such claims from taking any action inconsistent with the Debtors’ and the
FDIC Receiver’s ownership and exclusive control of such claims and causes of action
(including resolutions of such claims and causes of action), including, without limitation,
prosecution of the Texas Litigation, and (b) enjoining any other Person from instituting or
prosecuting any claims on behalf of WMI, WMB or the Receivership. Upon the
Effective Date, or as soon thereafter as is practicable following entry of an order of the
D.C. District Court and/or the Bankruptcy Court or an appellate court consistent with
clauses (a) and (b) above, solely to the extent that a final non-appealable judgment has
not been entered previously against the plaintiffs in the Texas Litigation as of such date,
WMI and the FDIC Parties shall take any and all actions reasonably requested by WMI,
the FDIC Parties or JPMC to dismiss, with prejudice, the Texas Litigation by taking any
and all action as is appropriate, including without limitation, filing with the D.C. District
Court a Stipulation of Dismissal With Prejudice, substantially in the form annexed hereto
as Exhibit “K”, and appealing any order of the D.C. District Court providing less than all
of the relief contemplated by this Section 2.7; provided, however, that it shall not be a
breach hereunder if, the Debtors and the FDIC Receiver having used their reasonable best
efforts, the D.C. District Court, the Bankruptcy Court or any appellate court nevertheless
(1) determines that the claims and causes of action being asserted in the Texas Litigation
are, in whole or in part, not property of the Debtors and the Debtors’ Chapter 11 Cases
and allows the current plaintiffs in the Texas Litigation to continue prosecuting the
claims asserted therein, in whole or in part, or (2) does not grant the relief referred to in
clauses (a) and (b) of this Section 2.7.