REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO GNMA HMBS
Capitalized terms used but not defined in this Exhibit B-4 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 Ginnie Mae Tail HMBS 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 Ginnie Mae Tail HMBS is subject to a Transaction:
(a) Compliance with Law. Such Ginnie Mae Tail HMBS complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such Ginnie Mae Tail HMBS.
(b) Good Title. Immediately prior to the sale, transfer and assignment to Agent for the benefit of Purchasers thereof, Seller has good title to, and is the sole owner and holder of such Ginnie Mae Tail HMBS, and Seller is transferring such Ginnie Mae Tail HMBS free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Ginnie Mae Tail HMBS.
(c) No Defaults. No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Ginnie Mae Tail HMBS, or (ii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of such Ginnie Mae Tail HMBS.
(d) No Modifications. Seller is not a party to any document, instrument or agreement, and there is no document, that by its terms modifies or affects the rights and obligations of any holder of such Ginnie Mae Tail HMBS and Seller has not consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists.
(e) CUSIP. Seller has delivered to Agent the CUSIP or other similar indicia of ownership of such Ginnie Mae Tail HMBS, however denominated, deposited into Agent’s designated account.
(f) Conveyance; First Priority Lien. Upon deposit of the CUSIP to Agent’s designated account (and assuming the continuing possession by Agent of CUSIP in accordance with the