“Omnibus Agreement” means that certain Master Refinancing Agreement, dated as of the Effective Date, among (i) Barclays, as Administrative Agent for the Buyers (as defined therein) and other Secured Parties (as defined therein), (ii) Barclays and Nomura, each as a Buyer, (iii) Barclays Capital Inc. and Nomura Securities International, Inc., each as an MSFTA Counterparty (as defined therein), (iv) Ditech Financial LLC and RMS, each as a Seller (as defined therein), and (v) RMS REO BRC II, LLC, as REO Subsidiary (as defined therein), as it may be amended, restated, supplemented or otherwise modified from time to time.
“Originator” means RMS or any other third party originator as mutually agreed upon by Agent and Seller.
“Other Direct Transfer REO Property” has the meaning assigned thereto in Section 3(j)(A)(ii).
“Other Taxes” has the meaning assigned thereto in Section 8(b).
“Parent Company” means a corporation or other entity owning at least 50% of the outstanding shares of voting stock of RMS.
“Person” means any legal person, including any individual, corporation, partnership, association, joint stock company, trust, limited liability company, unincorporated organization, governmental entity or other entity of similar nature.
“Price Differential” means, with respect to any Purchased Asset or Transaction as of any date of determination, an amount equal to the product of (A) the Pricing Rate (or during the continuation of an Event of Default, by daily application of the Default Rate) and (B) the Purchase Price for such Purchased Asset or Transaction. Price Differential will be calculated in accordance with Section 3(e) herein for the actual number of days elapsed during the applicable Accrual Period on a 360-day basis.
“Price Differential Determination Date” means, with respect to any Monthly Payment Date, the second (2nd) Business Day preceding such date.
“Pricing Rate” means, as of any date of determination and with respect to an Accrual Period for any Purchased Asset, an amount equal to the sum of (i) LIBOR plus (ii) the Applicable Margin.
“Pricing Side Letter” means that certain Amended and Restated Pricing Side Letter, dated as of the Effective Date, among Seller, each Purchaser and Agent, entered into in connection with this Agreement, as the same may be amended, modified or supplemented from time to time.
“Principal Balance” means (i) with respect to Eligible Mortgage Loans, the unpaid principal balance of such Mortgage Loan (inclusive of related advances), (ii) with respect to the REO Asset,