Common use of Cooperation; Regulatory Approvals Clause in Contracts

Cooperation; Regulatory Approvals. (i) Each of OMH and Ocwen shall (and Ocwen shall cause the MAV and OMH shall cause JV to) reasonably cooperate with the other Parties in connection with all actions to be taken in connection with obtaining all Company Approvals and making all filings, consents, applications, submissions or notices (“Filings”) required in connection with such Company Approvals. (ii) Without limiting the foregoing, Ocwen shall cause the MAV to, (i) as promptly as practicable after the date hereof, use reasonable best efforts to take, or cause to be taken, such actions, to provide, or cause to be provided, such information, and to do, or cause to be done (subject to cooperation by OMH), such things as are required to be done by MAV in connection with the preparation of the Filings contemplated by the Company Approvals, (ii) file substantially complete Filings with the relevant Governmental Authorities and Investors as soon as reasonably practicable after the date hereof, provided that each of OMH shall promptly provide to MAV all information regarding OMH or any of its Affiliates and take such actions that were requested by Ocwen or MAV in connection with the preparation of such Filings. OMH shall use reasonable best efforts to cooperate with MAV in connection with the filing or making of the Filings pertaining to the Company Approvals, including by providing information regarding OMH and its control persons, officers, directors, members, shareholders, parent companies, investors, representatives and agents that is required to be included therein, or taking such actions as is required to be taken in connection therewith, as promptly as reasonably practicable following a request by Ocwen or MAV, promptly review and provide any comments on all such draft Filings (or any related correspondence sent to any Governmental Authority or Investor by MAV) sent to OMH (or its legal counsel) for review. (iii) Ocwen and OMH shall keep each other party reasonably apprised of the status of matters relating to the consummation of the transactions contemplated hereby and work cooperatively in connection with obtaining the Company Approvals, including: (i) cooperating with each other in connection with all Filings required under applicable Laws in connection with the transactions contemplated hereby; (ii) furnishing to the other party all information within its possession or control or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying the other party of any communications from or with any Governmental Authority or Investor with respect to the transactions contemplated hereby; (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority or Investor, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with the Company Approvals. Without limiting the foregoing, any Filings or written communications to any Governmental Authority or Investor relating to the Company Approvals or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH and Ocwen. (iv) Without limiting the foregoing, OMH and Ocwen acknowledge that receipt of the Company Approval with respect to any related Company Permit may be waived by the mutual agreement of OMH and Ocwen, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing set forth in Section 2 have theretofore been satisfied or are reasonably capable of being satisfied on or prior to the proposed Closing Date, including the satisfaction of the requisite Required Regulatory Approvals. OMH and Ocwen agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV prior to Closing, and MAV shall apply for a new Permit following Closing.

Cooperation; Regulatory Approvals. (ia) Each of OMH Subject to Sections 5.7(c) and Ocwen 5.7(d), each party hereto shall (cooperate fully with each other and Ocwen shall cause the MAV and OMH shall cause JV to) reasonably cooperate with the other Parties in connection with all actions to be taken in connection with obtaining all Company Approvals and making all filings, consents, applications, submissions or notices (“Filings”) required in connection with such Company Approvals. (ii) Without limiting the foregoing, Ocwen shall cause the MAV to, (i) as promptly as practicable after the date hereof, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to (i) consummate the Merger and make effective the other Contemplated Transactions; (ii) cooperate fully with the other parties in promptly seeking and obtain all authorizations consents, orders and approvals to consummate the Merger; and (iii) provide such actionsother information to any governmental authority as such Governmental Body may reasonably request in connection herewith. Without limiting the generality of the foregoing, to provide, or cause to be provided, such information, and to do, or cause to be done (but subject to cooperation by OMHSections 5.7(c) and 5.7(d), such things as are Parent and the Company (i) shall make all filings (if any) and give all notices (if any) required to be done made and given by MAV such Party in connection with the preparation of Merger and the Filings contemplated by the Company Approvalsother Contemplated Transactions, and shall submit promptly any additional information or documentary material requested in connection with such filings and notices, (ii) file substantially complete Filings with the relevant Governmental Authorities and Investors as soon as reasonably practicable after the date hereof, provided that each of OMH shall promptly provide to MAV all information regarding OMH or any of its Affiliates and take such actions that were requested by Ocwen or MAV in connection with the preparation of such Filings. OMH shall use reasonable best efforts to cooperate with MAV obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such Party in connection with the filing Merger or making any of the Filings pertaining other Contemplated Transactions, and (iii) shall use reasonable best efforts to oppose or to lift, as the case may be, any restraint, injunction, or other legal bar to the Merger. Each of Parent and the Company Approvals, including by providing shall furnish to the other Party such information regarding OMH and its control persons, officers, directors, members, shareholders, parent companies, investors, representatives and agents that is required to be included therein, or taking as such actions as is required to be taken other Party may reasonably request in connection therewith, as promptly as reasonably practicable following a request by Ocwen or MAV, promptly review and provide any comments on all such draft Filings (or any related correspondence sent to any Governmental Authority or Investor by MAV) sent to OMH (or its legal counsel) for reviewwith the foregoing. (iiib) Ocwen Each of the Company and OMH Parent shall (i) give the other Party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, (ii) keep each the other party reasonably apprised of Party informed as to the status of matters any such Legal Proceeding or threat, and (iii) promptly inform the other Party of any communication concerning Antitrust Laws to or from any Governmental Body regarding the Merger. Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted in connection with any Legal Proceeding under or relating to any other Antitrust Law. Subject to the foregoing, Parent shall be principally responsible for and in control of the process of dealing with any Governmental Body concerning the effect of applicable Antitrust Laws on the Contemplated Transactions. (c) At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries’ ability to retain any of the businesses, product lines, or assets of the Company or any of its Subsidiaries to ensure that no Governmental Body enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any Legal Requirements or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby and work cooperatively in connection Merger, or to ensure that no Governmental Body with obtaining the authority to clear, authorize or otherwise approve the consummation of the Merger fails to do so by the End Date; provided, that, any such action is only binding on the Company Approvalsin the event the Closing occurs. (d) Notwithstanding anything to the contrary contained in this Agreement, including: unless immaterial relative to the Company and its Subsidiaries taken as a whole, Parent shall not have any obligation under this Agreement to (and the Company shall not, unless requested to do so by Parent): (i) cooperating with each other in connection with all Filings required under applicable Laws in connection with dispose of, transfer, or hold separate, or cause any of its Subsidiaries to dispose of, transfer, or hold separate any assets or operations, or commit or cause the transactions contemplated herebyCompany or any of its Subsidiaries to dispose of, transfer, or hold separate any assets; (ii) furnishing discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or commit to cause the other party all information within Company or any of its possession Subsidiaries to discontinue offering any product or control service or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying the other party make or cause any of its Subsidiaries to make any communications from or with any Governmental Authority or Investor with respect to the transactions contemplated hereby; commitment (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority or Investor, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with the Company Approvals. Without limiting the foregoing, any Filings or written communications to any Governmental Authority Body or Investor relating to the Company Approvals otherwise) regarding its future operations or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH and Ocwen. (iv) Without limiting the foregoing, OMH and Ocwen acknowledge that receipt future operations of the Company Approval with respect to or any related Company Permit may be waived by the mutual agreement of OMH and Ocwen, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing set forth in Section 2 have theretofore been satisfied or are reasonably capable of being satisfied on or prior to the proposed Closing Date, including the satisfaction of the requisite Required Regulatory Approvals. OMH and Ocwen agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV prior to Closing, and MAV shall apply for a new Permit following Closingits Subsidiaries.

Cooperation; Regulatory Approvals. (i) Each of OMH the Oaktree Parties and Ocwen Onity shall (and Ocwen shall cause the MAV Onity and OMH shall cause JV the Company and its Subsidiaries to) reasonably cooperate with the other Parties in connection with all actions to be taken in connection with obtaining all Company Approvals and making all filings, consents, applications, submissions or notices (“Filings”) required in connection with such Company Approvals. (ii) Without limiting the foregoing, Ocwen Onity and OMH shall cause the MAV Company and its Subsidiaries to, (i) as promptly as practicable after the date hereof, use reasonable best efforts to take, or cause to be taken, such actions, to provide, or cause to be provided, such information, and to do, or cause to be done (subject to cooperation by OMH)done, such things as are required to be done by MAV the Company and its Subsidiaries in connection with the preparation of the Filings contemplated by the Company Approvals, (ii) file substantially complete Filings with the relevant Governmental Authorities and Investors as soon as reasonably practicable after the date hereof, provided that each of OMH and Onity shall promptly provide to MAV the Company all information regarding OMH or Onity, as applicable, or any of its their respective Affiliates and control persons, officers, directors, members, shareholders, parent companies, investors, and take such actions that were are reasonably necessary or requested by Ocwen any Governmental Entity or MAV Investor in connection with the preparation of such Filings. Each of OMH and Onity shall use reasonable best efforts to cooperate with MAV the Company and its Subsidiaries in connection with the filing or making of the Filings pertaining to the Company Approvals, including by providing information regarding OMH or Onity, as applicable, and its their respective Affiliates, control persons, officers, directors, members, shareholders, parent companies, investors, representatives and agents that is required to be included therein, or taking such actions as is required to be taken in connection therewith, as promptly as reasonably practicable following a request by Ocwen or MAVthe Company, and promptly review reviewing and provide providing any comments on all such draft Filings (or any related correspondence sent to any Governmental Authority or Investor by MAVthe Company or any of its Subsidiaries) sent to OMH or Onity (or its their respective legal counsel) for review. (iii) Ocwen Each of Onity and OMH the Oaktree Parties shall keep each other party Party reasonably apprised of the status of matters relating to the consummation of the transactions contemplated hereby and work cooperatively in connection with obtaining the Company Approvals, including: (i) cooperating with each other in connection with all Filings required under applicable Laws in connection with the transactions contemplated hereby; (ii) furnishing to the other party all information within its possession or control or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying the other party of any communications from or with any Governmental Authority or Investor with respect to the transactions contemplated hereby; (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority or Investor, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with the Company Approvals. Without limiting the foregoing, any Filings or written communications to any Governmental Authority or Investor relating to the Company Approvals or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH the Oaktree Parties and OcwenOnity. (iv) Without limiting the foregoing, OMH the Oaktree Parties and Ocwen Onity acknowledge that receipt of the Company Approval with respect to any related Company Permit may be waived by the mutual agreement of OMH the Oaktree Parties and OcwenOnity, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing set forth in Section 2 have theretofore been satisfied or are reasonably capable of being satisfied on or prior to the proposed Closing Date, including the satisfaction of the requisite Required Regulatory Approvals. OMH The Oaktree Parties and Ocwen Onity agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV the Company or its applicable Subsidiary prior to Closing, and MAV the Company or its applicable Subsidiary shall apply for a new Permit following Closing.

Cooperation; Regulatory Approvals. (a) Except to the extent that the Parties’ obligations are specifically set forth elsewhere in this Article VI, the Parties shall cooperate fully with each other and shall use reasonable best efforts to cause the Transactions to be consummated as promptly as reasonably practicable (including by using reasonable best efforts to cause the conditions to closing set forth in Article VII to be satisfied). Without limiting the generality of the foregoing, the Parties (i) Each of OMH shall make all filings (if any) and Ocwen shall give all notices (and Ocwen shall cause the MAV and OMH shall cause JV toif any) reasonably cooperate required to be made by such Party with the other Parties any Governmental Authority in connection with all actions to be taken in connection with obtaining all Company Approvals the Transactions, and making all filings, consents, applications, submissions or notices (“Filings”) required shall submit as promptly as reasonably practicable any additional information requested in connection with such Company Approvalsfilings and notices, (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in connection with the Transactions, and (iii) shall use reasonable best efforts to oppose or to lift, as the case may be, any restraint, injunction, or other legal bar to the Transactions. The Partnership shall as promptly as reasonably practicable deliver to Parent a copy of each such filing made, each such notice given, and each such Consent obtained, by the Partnership (other than such filings, notices and Consents related to the HSR Act, the FERC Approval and the CFIUS Approval, the obligations with respect to which are set forth in Section 6.4(b), (c) and (d), respectively). Parent shall as promptly as reasonably practicable deliver to the Partnership a copy of each such filing made, each such notice given, and each such Consent obtained, by Parent (other than such filings, notices and Consents related to the HSR Act, the FERC Approval and the CFIUS Approval, the obligations with respect to which are set forth in Section 6.4(b), (c) and (d), respectively). Nothing in this Agreement shall require Holdings or any Partnership Entity or any of their respective Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon Closing. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the obligation of this Section 6.4(a) shall not apply to matters related to the CFIUS Approval and the subject matter of Section 6.4(d), which instead shall be governed by the standard of conduct set forth in Section 6.4(d). (iib) Without limiting the generality of Section 6.4(a), Holdings, the Partnership and Parent shall, as promptly as reasonably practicable after the date of this Agreement prepare and, in no event later than ten (10) Business Days after the date of this Agreement, file the notifications required under the HSR Act. Without limiting the foregoing, Ocwen Holdings, the Partnership and Parent shall cause take all such further action as may be necessary to resolve such objections, if any, as the MAV toUnited States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, or any other person, may assert under any applicable Law with respect to the Transactions, and to avoid or eliminate, and minimize the impact of, each and every impediment under any applicable Law that may be asserted by any Governmental Authority with respect to the Transactions, in each case so as to enable the Closing to occur as promptly as reasonably practicable (and in any event no later than the Outside Date). Holdings, the Partnership and Parent shall respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Authority in connection with antitrust or related matters. Each of Holdings, the Partnership and Parent shall (i) give the other Party notice as promptly as reasonably practicable of the commencement or threat of commencement of any Proceeding by or before any Governmental Authority with respect to the Transactions, (iii) keep the other Party informed as to the status of any such Proceeding or threat, and (iii) as promptly as reasonably practicable inform the other Party of any material communication concerning Antitrust Laws to or from any Governmental Authority regarding the Transactions (provided, however, that the parties shall be permitted to redact any communication to the extent such communication contains competitively sensitive information, including information relating to the valuation of the Transactions). Except as may be prohibited by any Governmental Authority or by any Applicable Law, Holdings, the Partnership and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted in connection with any Proceeding under or relating to the HSR Act or any other Antitrust Law. In addition, except as may be prohibited by any Governmental Authority or by any applicable Law, in connection with any Proceeding under or relating to the HSR Act, each of Holdings, the Partnership and Parent will permit authorized Representatives of the other Parties to be present at each meeting or conference relating to any such Proceeding and to have access to and be consulted in connection with any document, opinion, or proposal made or submitted to any Governmental Authority in connection with any such Proceeding. (c) Without limiting the generality of Section 6.4(a), Holdings, the Partnership and Parent shall, (i)(A) as promptly as reasonably practicable after the date hereofof this Agreement prepare and, in no event later than ten (10) Business Days after the date of this Agreement, submit an application for the FERC Approval, (B) use reasonable best efforts to take, or cause to be taken, such actions, to provide, or cause to be provided, such information, all other actions and to do, or cause to be done (subject done, all other things necessary, proper or advisable to cooperation by OMH), such things obtain the FERC Approval so as are required to be done by MAV in connection able to consummate and make effective the Transactions, including taking all such further action as may be necessary to resolve such objections, if any, as the FERC may assert under applicable Law (including the FPA) with respect to the preparation of Transactions so as to enable the Filings contemplated by the Company Approvals, (ii) file substantially complete Filings with the relevant Governmental Authorities and Investors Closing to occur as soon as reasonably practicable after possible (and in any event no later than the date hereof, provided that each Outside Date) and (ii) subject to applicable legal limitations and the instructions of OMH shall promptly provide to MAV all information regarding OMH or any of its Affiliates and take such actions that were requested by Ocwen or MAV in connection with the preparation of such Filings. OMH shall use reasonable best efforts to cooperate with MAV in connection with the filing or making of the Filings pertaining to the Company Approvals, including by providing information regarding OMH and its control persons, officers, directors, members, shareholders, parent companies, investors, representatives and agents that is required to be included therein, or taking such actions as is required to be taken in connection therewith, as promptly as reasonably practicable following a request by Ocwen or MAV, promptly review and provide any comments on all such draft Filings (or any related correspondence sent to any Governmental Authority or Investor by MAV) sent to OMH (or its legal counsel) for review. (iii) Ocwen and OMH shall Authority, keep each other party reasonably apprised of the status of matters relating to the consummation completion of the transactions contemplated hereby thereby, including promptly furnishing the other with copies of notices or other communications received by the Partnership Entities or the Parent Entities, as the case may be, or any of their respective Subsidiaries, from any third party or any Governmental Authority with respect to such transactions. The Partnership Entities and work cooperatively Parent Entities shall permit counsel for the other parties reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority. Each of the Partnership and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with obtaining the Company Approvals, including: (i) cooperating with each other in connection with all Filings required under applicable Laws any Governmental Authority in connection with the proposed transactions contemplated hereby; (ii) furnishing to the other party all information within its possession or control or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying the other party of any communications from or with any Governmental Authority or Investor with respect to the transactions contemplated hereby; (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party parties in advance, advance and, to the extent permitted not prohibited by such Governmental Authority or InvestorAuthority, gives the other party the opportunity to attend and participate thereat; participate. (d) Each Party shall, and shall cause its Affiliates (viother than any Non-U.S. Member) consulting to, use its reasonable best efforts to obtain CFIUS Approval, including exercising reasonable best efforts to promptly (and cooperating with one another in connection with all analysesnot later than 15 Business Days after the date hereof, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted unless otherwise agreed by or on behalf of any party the Parties) making the joint draft filing required in connection with the Company Approvals. Without limiting CFIUS Approval in accordance with the foregoingDPA, promptly making the joint final filing in connection with the CFIUS Approval and in accordance with the DPA after receipt of confirmation that CFIUS has no further comment to the draft filing, and providing any Filings or written communications to information requested by any Governmental Authority in connection with the CFIUS review or Investor relating to the Company Approvals or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH and Ocwen. (iv) Without limiting the foregoing, OMH and Ocwen acknowledge that receipt investigation of the Company Approval with respect to any related Company Permit may be waived by Transactions within the mutual agreement of OMH and Ocwen, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing timeframes set forth in Section 2 the DPA; provided that Parent shall not be in breach of its obligations hereunder if any of its Non-U.S. Members declines to provide information that it deems to be proprietary or otherwise not advisable to make available, provided that Parent exercised reasonable best efforts in requesting such information of its Non-U.S. Members. In the event that CFIUS makes CFIUS Approval contingent on Parent agreeing to certain conditions, restrictions or other actions, Parent shall exercise reasonable best efforts to implement such conditions, restrictions or other actions in order to obtain CFIUS Approval; provided that Parent shall have theretofore been satisfied the ability to negotiate any such conditions, restrictions and other actions with CFIUS for a reasonable period of time before agreeing to implement any such conditions, restrictions or are other actions; and provided further that Parent shall not be required to agree to any such conditions, restrictions or other actions that require any action or concession be taken or made by, any of its direct or indirect owners (including the Non-U.S. Members) or require any such direct or indirect owner to approve a matter relating to its investment in CD CEI V JV Holdco or any of the other Parent Entities that would disproportionately and adversely affect such direct or indirect owner relative to any of the other direct or indirect owners in order to implement any such conditions, restrictions or other actions. Subject to applicable Laws or any requirement of any Governmental Authority, each of the Parties shall cooperate with and keep each other reasonably capable of being satisfied on or prior informed as to the proposed Closing Date, including status of and the satisfaction of processes and proceedings relating to obtaining the requisite Required Regulatory Approvals. OMH and Ocwen agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV prior to ClosingCFIUS Approval, and MAV shall apply for a new Permit following Closingpromptly notify each other of any material communication from CFIUS in respect of this Agreement or the Transactions, and, unless it consults with the other Party in advance, shall not make any submissions, correspondence or filings, or participate in any communications or meetings with CFIUS, and, to the extent not precluded by any Governmental Authority, give the other Party the reasonable opportunity to review drafts of, and provide final copies of, any submissions, correspondence or filings, and to attend and participate in any communications or meetings.

Cooperation; Regulatory Approvals. (ia) Each of OMH Except to the extent that the Parties’ obligations are specifically set forth elsewhere in this Article 5, the Parties shall cooperate fully with each other and Ocwen shall (and Ocwen shall cause the MAV and OMH shall cause JV to) reasonably cooperate with the other Parties in connection with all actions to be taken in connection with obtaining all Company Approvals and making all filings, consents, applications, submissions or notices (“Filings”) required in connection with such Company Approvals. (ii) Without limiting the foregoing, Ocwen shall cause the MAV to, (i) as promptly as practicable after the date hereof, use reasonable best efforts to take, or cause the Transactions to be taken, such actions, consummated as promptly as reasonably practicable (including by using reasonable best efforts to provide, or cause the conditions to closing set forth in Article 6 to be providedsatisfied). Without limiting the generality of the foregoing, such informationthe Parties (i) shall, and to do, or cause to be done (subject to cooperation by OMHSection 5.8(b), such things as make all filings (if any) and give all notices (if any) that are required to be done made by MAV such Party with any Governmental Body in connection with the preparation of the Filings contemplated by the Company ApprovalsTransactions, and shall submit as promptly as reasonably practicable any additional information requested in connection with such filings and notices, (ii) file substantially complete Filings shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such Party in connection with the relevant Governmental Authorities Transactions, and Investors (iii) shall use commercially reasonable efforts to oppose or to lift, as soon the case may be, any restraint, injunction, or other legal bar to the Transactions. The Company shall as promptly as reasonably practicable deliver to Parent a copy of each such filing made, each such notice given, and each such Consent obtained, by the Company (other than such filings, notices and Consents related to Antitrust Laws, the obligations with respect to which are set forth in Section 5.8(b)), and Parent shall as promptly as reasonably practicable deliver to the Company a copy of each such filing made, each such notice given, and each such Consent obtained, by Parent (other than such filings, notices and Consents related to Antitrust Laws, the obligations with respect to which are set forth in Section 5.8(b)); provided, however, that the Parties shall be permitted to redact confidential or competitively sensitive information, including information relating to the valuation of the Transaction. (b) Without limiting the generality of Section 5.8(a), the Company and Parent shall, as promptly as reasonably practicable after the date hereofof this Agreement, provided that each and with respect to the HSR Act, in no event later than ten (10) Business Days after the date of OMH shall promptly provide this Agreement, prepare and file all filings (if any) and give all notices (if any) that, as mutually agreed by Parent and the Company, are required to MAV all information regarding OMH or be made by such Party with any of its Affiliates and take such actions that were requested by Ocwen or MAV Governmental Body in connection with the preparation of such Filings. OMH shall use reasonable best efforts to cooperate with MAV in connection with Transactions, including the filing or making filings set forth on Section 6.1(c) of the Filings pertaining to the Company Approvals, including by providing information regarding OMH and its control persons, officers, directors, members, shareholders, parent companies, investors, representatives and agents that is required to be included therein, or taking such actions as is required to be taken in connection therewith, as promptly as reasonably practicable following a request by Ocwen or MAV, promptly review and provide any comments on all such draft Filings (or any related correspondence sent to any Governmental Authority or Investor by MAV) sent to OMH (or its legal counsel) for review. (iii) Ocwen and OMH shall keep each other party reasonably apprised of the status of matters relating to the consummation of the transactions contemplated hereby and work cooperatively in connection with obtaining the Company Approvals, including: (i) cooperating with each other in connection with all Filings required under applicable Laws in connection with the transactions contemplated hereby; (ii) furnishing to the other party all information within its possession or control or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying the other party of any communications from or with any Governmental Authority or Investor with respect to the transactions contemplated hereby; (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority or Investor, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with the Company ApprovalsParent Disclosure Schedule. Without limiting the foregoing, the Company and Parent shall take all such further action as may be reasonably necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any Filings other nation or written communications other jurisdiction, or any other Person, may assert under any Legal Requirement with respect to the Transactions, and to avoid or eliminate, and minimize the impact of, each and every impediment under any Legal Requirement that may be asserted by any Governmental Body with respect to the Merger, in each case so as to enable the Closing to occur as promptly as reasonably practicable (and in any event no later than the End Date); provided further, that Parent or the Company, as applicable, may take any reasonable action to resist or reduce the scope of any action that has been proposed by any such Governmental Body so long as it does not delay the consummation of the Transactions to a date later than the End Date. The Company and Parent shall respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the Other Party notice as promptly as reasonably practicable of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Transactions, (ii) keep the Other Party informed as to the status of any such Legal Proceeding or threat, and (iii) as promptly as reasonably practicable inform the Other Party of any material communication concerning Antitrust Laws to or from any Governmental Body regarding the Transactions (provided, however, that the Parties shall be permitted to redact any communication to the extent such communication contains confidential or competitively sensitive information, including information relating to the valuation of the Transactions). Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Law. Except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act, each of the Parent and the Company will permit authorized Representatives of the other Party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion, or proposal made or submitted to any Governmental Authority or Investor relating to the Company Approvals or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH and Ocwen. (iv) Without limiting the foregoing, OMH and Ocwen acknowledge that receipt of the Company Approval Body in connection with respect to any related Company Permit may be waived by the mutual agreement of OMH and Ocwen, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing set forth in Section 2 have theretofore been satisfied or are reasonably capable of being satisfied on or prior to the proposed Closing Date, including the satisfaction of the requisite Required Regulatory Approvals. OMH and Ocwen agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV prior to Closing, and MAV shall apply for a new Permit following ClosingLegal Proceeding.

Cooperation; Regulatory Approvals. (ia) Each of OMH Except to the extent that the Parties’ obligations are specifically set forth elsewhere in this Article 5, the Parties shall cooperate fully with each other and Ocwen shall (and Ocwen shall cause the MAV and OMH shall cause JV to) reasonably cooperate with the other Parties in connection with all actions to be taken in connection with obtaining all Company Approvals and making all filings, consents, applications, submissions or notices (“Filings”) required in connection with such Company Approvals. (ii) Without limiting the foregoing, Ocwen shall cause the MAV to, (i) as promptly as practicable after the date hereof, use reasonable best efforts to take, or cause the Transactions to be taken, such actions, consummated as promptly as reasonably practicable (including by using reasonable best efforts to provide, or cause the conditions to closing set forth in Article 6 to be providedsatisfied). Without limiting the generality of the foregoing, such information, the Parties (i) shall make all filings (if any) and to do, or cause to be done give all notices (subject to cooperation by OMH), such things as are if any) required to be done made by MAV such Party with any Governmental Body in connection with the preparation of the Filings contemplated by the Company ApprovalsTransactions, and shall submit as promptly as reasonably practicable any additional information requested in connection with such filings and notices, (ii) file substantially complete Filings shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such Party in connection with the relevant Governmental Authorities Transactions, and Investors (iii) shall use reasonable best efforts to oppose or to lift, as soon the case may be, any restraint, injunction, or other legal bar to the Transactions. The Company shall as promptly as reasonably practicable deliver to Parent a copy of each such filing made, each such notice given, and each such Consent obtained, by the Company (other than such filings, notices and Consents related to the HSR Act, the obligations with respect to which are set forth in Section 5.8(b)). Parent shall as promptly as reasonably practicable deliver to the Company a copy of each such filing made, each such notice given, and each such Consent obtained, by Parent (other than such filings, notices and Consents related to the HSR Act, the obligations with respect to which are set forth in Section 5.8(b)). (b) Without limiting the generality of Section 5.8(a), the Company and Parent shall, as promptly as reasonably practicable after the date hereofof this Agreement prepare and in no event later than ten (10) Business Days after the date of this Agreement, provided that each of OMH shall promptly provide to MAV all information regarding OMH or any of its Affiliates and take such actions that were requested by Ocwen or MAV in connection with file the preparation of such Filings. OMH shall use reasonable best efforts to cooperate with MAV in connection with the filing or making of the Filings pertaining to the Company Approvals, including by providing information regarding OMH and its control persons, officers, directors, members, shareholders, parent companies, investors, representatives and agents that is required to be included therein, or taking such actions as is required to be taken in connection therewith, as promptly as reasonably practicable following a request by Ocwen or MAV, promptly review and provide any comments on all such draft Filings (or any related correspondence sent to any Governmental Authority or Investor by MAV) sent to OMH (or its legal counsel) for review. (iii) Ocwen and OMH shall keep each other party reasonably apprised of the status of matters relating to the consummation of the transactions contemplated hereby and work cooperatively in connection with obtaining the Company Approvals, including: (i) cooperating with each other in connection with all Filings notifications required under applicable Laws in connection with the transactions contemplated hereby; (ii) furnishing to the other party all information within its possession or control or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying the other party of any communications from or with any Governmental Authority or Investor with respect to the transactions contemplated hereby; (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority or Investor, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with the Company ApprovalsHSR Act. Without limiting the foregoing, the Company and Parent shall take all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any Filings other nation or written communications other jurisdiction, or any other person, may assert under any Legal Requirement with respect to the Transactions, and to avoid or eliminate, and minimize the impact of, each and every impediment under any Legal Requirement that may be asserted by any Governmental Body with respect to the Mergers, in each case so as to enable the Closing to occur as promptly as reasonably practicable (and in any event no later than the End Date); provided, however, that the Parties shall not be required to take any such action that would cause a Substantial Detriment; provided further, that Parent may take any reasonable action to resist or reduce the scope of any action that has been proposed by any such Governmental Body so long as it does not delay the consummation of the Transactions to a date later than the End Date. The Company and Parent shall respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the Other Party notice as promptly as reasonably practicable of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Transactions, (ii) keep the Other Party informed as to the status of any such Legal Proceeding or threat, and (iii) as promptly as reasonably practicable inform the Other Party of any material communication concerning Antitrust Laws to or from any Governmental Body regarding the Transactions (provided, however, that the parties shall be permitted to redact any communication to the extent such communication contains competitively sensitive information, including information relating to the valuation of the Transactions). Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Law. Subject to the foregoing, Parent shall be principally responsible for and in control of the process of dealing with any Governmental Body concerning the effect of applicable Antitrust Laws on the Transactions. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act, the Company will permit authorized Representatives of Parent to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion, or proposal made or submitted to any Governmental Authority or Investor relating to the Company Approvals or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH and Ocwen. (iv) Without limiting the foregoing, OMH and Ocwen acknowledge that receipt of the Company Approval Body in connection with respect to any related Company Permit may be waived by the mutual agreement of OMH and Ocwen, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing set forth in Section 2 have theretofore been satisfied or are reasonably capable of being satisfied on or prior to the proposed Closing Date, including the satisfaction of the requisite Required Regulatory Approvals. OMH and Ocwen agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV prior to Closing, and MAV shall apply for a new Permit following ClosingLegal Proceeding.

Cooperation; Regulatory Approvals. (ia) Each of OMH Parent and Ocwen the Company shall (cooperate fully with each other and Ocwen shall cause the MAV and OMH shall cause JV to) reasonably cooperate with the other Parties in connection with all actions to be taken in connection with obtaining all Company Approvals and making all filings, consents, applications, submissions or notices (“Filings”) required in connection with such Company Approvals. (ii) Without limiting the foregoing, Ocwen shall cause the MAV to, (i) as promptly as practicable after the date hereof, use commercially reasonable best efforts to take, or cause to be taken, such actionsall actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, Parent and the Company (i) shall use commercially reasonably efforts to provide, or cause to be provided, such information, make all filings (if any) and to do, or cause to be done give all notices (subject to cooperation by OMH), such things as are if any) required to be done made and given by MAV such Party in connection with the preparation of Merger and the Filings contemplated by the Company Approvalsother Contemplated Transactions, and shall submit promptly any additional information requested in connection with such filings and notices, (ii) file substantially complete Filings following written notice by Parent to the Company identifying the Consent to be obtained, shall use commercially reasonable efforts to obtain each such identified Consent required to be obtained (pursuant to any applicable Legal Requirement, Material Contract or Contracts with the relevant Governmental Authorities and Investors as soon as reasonably practicable after the date hereof, provided that each of OMH shall promptly provide to MAV all information regarding OMH or any of its Affiliates and take customers) by such actions that were requested by Ocwen or MAV Party in connection with the preparation Merger or any of such Filings. OMH the other Contemplated Transactions, and (iii) shall use commercially reasonable best efforts to cooperate with MAV oppose or to lift, as the case may be, any restraint, injunction, or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given, and each such Consent obtained, by the Company during the Pre-Closing Period. (b) The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any Governmental Body in connection with the filing antitrust or making related matters. Each of the Filings pertaining Company and Parent shall (i) give the other Party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Company Approvals, including by providing information regarding OMH and its control persons, officers, directors, members, shareholders, parent companies, investors, representatives and agents that is required to be included therein, or taking such actions as is required to be taken in connection therewith, as promptly as reasonably practicable following a request by Ocwen or MAV, promptly review and provide any comments on all such draft Filings (Merger or any related correspondence sent of the other Contemplated Transactions, (ii) keep the other Party informed as to any Governmental Authority or Investor by MAV) sent to OMH (or its legal counsel) for review. (iii) Ocwen and OMH shall keep each other party reasonably apprised of the status of matters relating to the consummation of the transactions contemplated hereby any such Legal Proceeding or threat, and work cooperatively in connection with obtaining the Company Approvals, including: (i) cooperating with each other in connection with all Filings required under applicable Laws in connection with the transactions contemplated hereby; (ii) furnishing to the other party all information within its possession or control or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying inform the other party Party of any communications material communication concerning Antitrust Laws to or from or with any Governmental Authority or Investor with respect to Body regarding the transactions contemplated hereby; (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority or Investor, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with the Company Approvals. Without limiting the foregoing, any Filings or written communications to any Governmental Authority or Investor relating to the Company Approvals or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH and OcwenMerger. (ivc) Without limiting the foregoing, OMH and Ocwen acknowledge that receipt A copy of the Company Approval with respect written opinion of the Company’s financial advisor described in Section 2.24 shall be delivered to any related Company Permit may be waived Parent promptly following receipt thereof by the mutual agreement of OMH and Ocwen, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing set forth in Section 2 have theretofore been satisfied or are reasonably capable of being satisfied on or prior to the proposed Closing Date, including the satisfaction of the requisite Required Regulatory Approvals. OMH and Ocwen agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV prior to Closing, and MAV shall apply for a new Permit following ClosingCompany.

Cooperation; Regulatory Approvals. (ia) Each of OMH Subject to Sections 5.10(c) and Ocwen 5.10(d), Parent and the Company shall (cooperate fully with each other and Ocwen shall cause the MAV and OMH shall cause JV to) reasonably cooperate with the other Parties in connection with all actions to be taken in connection with obtaining all Company Approvals and making all filings, consents, applications, submissions or notices (“Filings”) required in connection with such Company Approvals. (ii) Without limiting the foregoing, Ocwen shall cause the MAV to, (i) as promptly as practicable after the date hereof, use reasonable best efforts to take, or cause to be taken, such actionsall actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, to provide, or cause to be provided, such information, and to do, or cause to be done (but subject to cooperation by OMHSections 5.10(c) and 5.10(d), such things as are Parent and the Company (i) shall make all filings (if any) and give all notices (if any) required to be done made and given by MAV such Party in connection with the preparation of Merger and the Filings contemplated by the Company Approvalsother Contemplated Transactions, and shall submit promptly any additional information or documentary material requested in connection with such filings and notices, (ii) file substantially complete Filings with the relevant Governmental Authorities and Investors as soon as reasonably practicable after the date hereof, provided that each of OMH shall promptly provide to MAV all information regarding OMH or any of its Affiliates and take such actions that were requested by Ocwen or MAV in connection with the preparation of such Filings. OMH shall use reasonable best efforts to cooperate with MAV obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such Party in connection with the filing Merger or making any of the Filings pertaining other Contemplated Transactions, and (iii) shall use reasonable best efforts to oppose or to lift, as the case may be, any restraint, injunction, or other legal bar to the Merger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given, and each such Consent obtained, by the Company during the Pre-Closing Period. Parent shall promptly deliver to the Company Approvalsa copy of each such filing made, including each such notice given, and each such Consent obtained, by providing information regarding OMH Parent during the Pre-Closing Period (b) Without limiting the generality of Section 5.10(a), the Company and its control personsParent shall, officers, directors, members, shareholders, parent companies, investors, representatives promptly after the date of this Agreement prepare and agents that is in no event later than 15 Business Days after the date of this Agreement file the notifications required to be included therein, or taking such actions as is required to be taken in connection therewith, under the HSR Act. The Company and Parent shall respond as promptly as reasonably practicable following a request to any inquiries or requests received from any Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other Party prompt notice of the commencement or threat of commencement of any Legal Proceeding by Ocwen or MAV, promptly review and provide before any comments on all such draft Filings (Governmental Body with respect to the Merger or any related correspondence sent of the other Contemplated Transactions, (ii) keep the other Party informed as to the status of any such Legal Proceeding or threat, and (iii) promptly inform the other Party of any communication concerning Antitrust Laws to or from any Governmental Body regarding the Merger. Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company and Parent will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other Antitrust Law. Subject to the foregoing, Parent shall be principally responsible for and in control of the process of dealing with any Governmental Body concerning the effect of applicable Antitrust Laws on the Contemplated Transactions. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act Parent and the Company will permit authorized Representatives of the other Party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion, or proposal made or submitted to any Governmental Authority or Investor by MAV) sent to OMH (or its legal counsel) for reviewBody in connection with any such Legal Proceeding. (iiic) Ocwen and OMH At the request of Parent, the Company shall keep each other party reasonably apprised agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to its or its Subsidiaries’ ability to retain any of the status businesses, product lines, or assets of matters relating to the Company or any of its Subsidiaries; provided that any such action is conditioned upon the consummation of the transactions contemplated hereby and work cooperatively Merger. (d) Notwithstanding anything to the contrary contained in connection with obtaining this Agreement, unless immaterial relative to the Company Approvalsand its Subsidiaries taken as a whole, including: Parent shall not have any obligation under this Agreement to (and the Company shall not, unless requested to do so by Parent): (i) cooperating with each other in connection with all Filings required under applicable Laws in connection with dispose of, transfer, or hold separate, or cause any of its Subsidiaries to dispose of, transfer, or hold separate any assets or operations, or commit or cause the transactions contemplated herebyCompany or any of its Subsidiaries to dispose of, transfer, or hold separate any assets; (ii) furnishing discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or commit to cause the other party all information within Company or any of its possession Subsidiaries to discontinue offering any product or control service or otherwise reasonably obtainable that is required for any Filing to be made by the other party pursuant to applicable Laws in connection with the transactions contemplated hereby; (iii) promptly notifying the other party make or cause any of its Subsidiaries to make any communications from or with any Governmental Authority or Investor with respect to the transactions contemplated hereby; commitment (iv) using commercially reasonable efforts to respond as soon as reasonably practicable (but in all events within five (5) Business Days) to any request by a Governmental Authority or Investor for information with respect to the transactions contemplated hereby; (v) not agreeing to participate in any meeting with any Governmental Authority or Investor in connection with proceedings under or relating to applicable Laws in connection with the transactions contemplated hereby, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority or Investor, gives the other party the opportunity to attend and participate thereat; and (vi) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with the Company Approvals. Without limiting the foregoing, any Filings or written communications to any Governmental Authority Body or Investor relating to the Company Approvals otherwise) regarding its future operations or the transactions contemplated hereby that sets forth the proposed Closing Date will require the prior written consent of OMH and Ocwen. (iv) Without limiting the foregoing, OMH and Ocwen acknowledge that receipt future operations of the Company Approval with respect to or any related Company Permit may be waived by the mutual agreement of OMH and Ocwen, such consent not to be unreasonably withheld, delayed or conditioned, if all of the conditions to Closing set forth in Section 2 have theretofore been satisfied or are reasonably capable of being satisfied on or prior to the proposed Closing Date, including the satisfaction of the requisite Required Regulatory Approvals. OMH and Ocwen agree that if any such Company Approval is waived, the applicable Company Permit shall be surrendered by MAV prior to Closing, and MAV shall apply for a new Permit following Closingits Subsidiaries.