REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO REO SUBSIDIARY INTERESTS
Capitalized terms used but not defined in this Exhibit B-2 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 the REO Asset 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 Mortgage Loan is subject to a Transaction:
(a) Ownership. The REO Asset constitutes all the issued and outstanding beneficial interests of all classes of the capital stock of the REO Subsidiary.
(b) Compliance with Law. The REO Asset complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such REO Asset.
(c) 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 the REO Asset, and Seller is transferring such REO Asset free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such REO Asset.
(d) No Fraud. No fraudulent acts were committed by Seller or any of their respective Affiliates in connection with the issuance of any interests by the REO Subsidiary.
(e) No Defaults. No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to the REO Asset, 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 the REO Asset.
(f) 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 the REO Asset 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.
(g) Power and Authority. Seller has full right, power and authority to sell, assign or pledge the REO Asset and the REO Asset have not been cancelled, satisfied or rescinded in whole