REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO REO PROPERTY
Capitalized terms used but not defined in this Exhibit B-3 have the meanings assigned to such terms in the Amended and Restated Master Repurchase Agreement, dated February __, 2019, by and among Barclays Bank PLC, as Agent (as defined therein) and as purchaser, Nomura Corporate Funding Americas, LLC, as purchaser (and, together with Barclays Bank PLC in such capacity, “Purchasers”), Reverse Mortgage Solutions, Inc. (“RMS” or “Seller”) and RMS REO BRC II, LLC (the “REO Subsidiary”). Seller hereby represents and warrants to each Purchaser and Agent that, for each REO Property sold by it to Agent for the benefit of Purchasers as of the related Purchase Date and the related Repurchase Date and on each date that such REO Property is subject to a Transaction:
(a) REO Property File. (i) The related REO Deed in the name of the REO Subsidiary or its Nominee shall have been submitted for recording within fifteen (15) Business Days of the related Mortgage Loan having been converted to REO Property or otherwise having been acquired by the REO Subsidiary, (ii) a copy of the recorded REO Deed shall be delivered to the applicable Custodian within one hundred and eighty (180) calendar days of such REO Property being acquired by the REO Subsidiary, and (iii) all other documents required to be delivered as part of the REO Property File shall be delivered to the applicable Custodian within fifteen (15) Business Days of such REO Property being acquired by the REO Subsidiary or held by an attorney in connection with a foreclosure pursuant to an Attorney Bailee Letter.
(b) Ownership. The REO Subsidiary is the sole owner and holder of such REO Property (other than with respect to legal title, which shall be in the name of its Nominee) and the Servicing Rights related thereto. The REO Subsidiary has not assigned or pledged such REO Property and the related Servicing Rights except as contemplated in this Agreement, and, except as otherwise disclosed to Agent in writing, such REO Property is free and clear of any lien or encumbrance other than (A) liens for real estate taxes not yet due and payable, (B) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of the related security instrument, such exceptions appearing of record being acceptable to mortgage lending institutions generally, and (C) other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the use, enjoyment or marketability of such REO Property.
(c) Title. The related REO Deed is genuine, constitutes the legal, valid and binding conveyance of such REO Property in fee simple to the REO Subsidiary or its Nominee.