“LLC Agreement” means the limited liability company agreement of the REO Subsidiary entered into by RMS as sole member, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.
“Margin Call” has the meaning assigned thereto in Section 7(b) hereof.
“Margin Deficit” has the meaning assigned thereto in Section 7(b) hereof.
“Market Value” means, with respect to any Purchased Asset and as of any date of determination, (i) the value ascribed to a Purchased Asset (which in the case of the REO Asset, is based on the value ascribed to the underlying Eligible REO Properties) by Agent in its sole discretion, exercising good faith and using methodology and parameters customarily used by Agent to value similar assets, as may be as marked-to-market daily, and (ii) zero, with respect to (x) any Mortgage Loan that is a Purchased Asset but ceases to be an Eligible Mortgage Loan, (y) any underlying REO Property (1) for which Seller has failed to fulfill the requirements of Section 3(j)(ii)(B) (with respect to the Direct Transfer REO Properties) or 3(j)(iii)(B) (with respect to all other REO Properties), as applicable or (2) that ceases to be an Eligible REO Property or (z) any Ginnie Mae Tail HMBS that ceases to be an Eligible Ginnie Mae Tail HMBS.
“Master Fee Letter” means that certain Master DIP Fee Letter, dated as of the Effective Date, among Administrative Agent (as defined therein), Buyers (as defined therein), Ditech Financial LLC and Seller, and acknowledged by Guarantor, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“Material Adverse Effect” has the meaning assigned thereto in the Omnibus Agreement.
“Maximum Aggregate Purchase Price” means an amount equal to the sum of the Committed Amount for each Purchaser.
“Maximum Time on Facility” means, with respect to any Eligible Mortgage Loan, Eligible Ginnie Mae Tail HMBS or any Eligible REO Property, the 364-day period of time, commencing on the date on which such Eligible Mortgage Loan, Eligible Ginnie Mae HMBS or REO Property, respectively, became subject to a Transaction hereunder; provided, with respect to a Converted REO Property, such 364-day period of time shall commence on the date on which the related Mortgage Loan became subject to a Transaction hereunder.
“Membership Interest” means Seller’s 100% beneficial ownership interest in the REO Subsidiary, including (i) all rights as a member of the REO Subsidiary to receive from the REO Subsidiary any and all cash and non-cash distributions (regardless of how such distributions are classified and including any and all distributions-in-kind and liquidating distributions), profits, losses, income, revenue, returns of capital, repayments of any loans made by Seller to the REO