“Omnibus Agreement” means that certain Master Refinancing Agreement, dated as of the Effective Date, among (i) Barclays, as Administrative Agent for the Buyers and other Secured Parties (as defined therein), (ii) Barclays and Nomura Corporate Funding Americas, LLC, each as a Buyer (as defined therein), (iii) Barclays Capital Inc. and Nomura Securities International, Inc., each as an MSFTA Counterparty (as defined therein), (iv) Ditech Financial LLC and Reverse Mortgage Solutions, Inc., each as a Seller (as defined therein), (v) RMS REO BRC II, LLC, as REO Subsidiary (as defined therein) and (vi) Ditech Holding Corporation, as Guarantor (as defined therein), as it may be amended, restated, supplemented or otherwise modified from time to time.
“Petition Date” has the meaning set forth in the Omnibus Agreement.
“Redemption Percentage” means, for the Series 2019-VF1 Notes, 10%.
“Regulation RR” means Regulation RR (Credit Risk Retention) promulgated by the Securities and Exchange Commission to implement the credit risk retention requirements of Section 15G of the Exchange Act.
“Regulatory Change” means (a) the adoption of any law, rule or regulation after the date hereof, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date hereof or (c) compliance by any Noteholder (or, for purposes of Section 9(a)(3), by any lending office of such Noteholder or by such Noteholder’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date hereof.
“Requirement of Law” has the meaning set forth in Section 9(a) of this Indenture Supplement.
“RMS Repurchase Agreement” means that certain Amended and Restated Master Repurchase Agreement, dated as of the Effective Date, among Barclays and Nomura Corporate Funding Americas, LLC, each as a purchaser, Reverse Mortgage Solutions, Inc., as seller, and RMS REO BRC II, LLC, as the REO subsidiary, as amended, restated, supplemented or otherwise modified from time to time.
“Seller’s Interest” means, at any time, a “seller’s interest” as defined in, and calculated in accordance with, Regulation RR.
“Seller’s Interest Measurement Date” means each Payment Date (commencing with the Payment Date in March 2019), in any case, after giving effect to all payments and fundings described in the reports delivered in respect of the related Cost of Funds Rate Determination Date. The Seller’s Interest Measurement Date shall be deemed to be the monthly seller’s interest measurement date for purposes of Section 5(c)(4)(i) of Regulation RR.