Common use of Annual Officer’s Certificates Clause in Contracts

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by the chief financial officer, with respect to Advance Purchaser, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, and by the chief financial officerofficer of the Parent, with respect to Advance PurchaserHLSS, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer, the Receivables Seller has and each Subservicer have fulfilled all its their respective obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from January 1, 2011 through December 31, 2011) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (ia) Each Form 10-K filed with the Commission shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) executed by the Certifying Person, exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Servicer and the Receivables Seller Securities Administrator shall, and shall each deliver cause any Servicing Function Participant engaged by it to, provide to each Note Rating Agency and the Indenture TrusteeMaster Servicer or any Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), on or before by March 31 10 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate year in which the Trust is subject to the reporting requirements of the Servicer Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the Receivables Sellerform attached hereto as Exhibit M, executed by upon which the chief financial Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with respect the Certifying Person, “Certification Parties”) can reasonably rely. In the event the Master Servicer, the Securities Administrator, the Trustee or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to Nationstarthe terms of this Agreement, and by the chief financial officer, with respect to Advance Purchaser, stating that (A) a review of the activities of the Servicer (and or any related Subservicer) or the Receivables Sellerapplicable sub-servicing agreement, as the case may be, during such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. (b) On or before March 15th of each year, beginning with March 15, 2007, the Servicer, at its own expense, will deliver to the Securities Administrator and the Depositor with respect to the period ending on the immediately preceding 12-month period ended December 31 31, a Servicing Officer’s certificate in the form of Exhibit U hereto. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligations of an Additional Servicer engaged by the Servicer) to cause to be delivered to the Master Servicer an annual statement of compliance within the time frame set forth in this Section 3.24, and in such form and substance as required by this Agreement. The Master Servicer shall include any such annual statements of compliance with its own statement of compliance to be submitted to the Depositor pursuant to Section 9.02. (c) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision officers, directors, agents or affiliates of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture Section 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer, the Securities Administrator and the Receivables Sale Agreement in all material respects throughout such period orDepositor, if there has been then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a default in result of the fulfillment losses, claims, damages or liabilities of any such obligation, specifying each party in such default proportion as is appropriate to reflect the relative fault of the such party or parties on the one hand and the nature and status thereof. For purposes Servicer on the other in connection with a breach of the OfficerServicer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture Section 3.24 or the Servicer’s negligence, bad faith or willful misconduct in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafterconnection therewith.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by officer of the chief financial officer, with respect to Advance PurchaserReceivables Seller, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, Seller during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142019, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by officer or treasurer of the chief financial officer, with respect to Advance PurchaserReceivables Seller, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, Seller during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142019, an Officer’s Certificate executed by the chief financial officer or treasurer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency Agency, the Indenture Trustee and the Indenture TrusteeAdministrative Agent, on or before March 31 of each calendar year, beginning on in March 31, 2014, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, and by the chief financial officerofficer of the Parent, with respect to Advance Purchaser, HLSS stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2013) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer, the Receivables Seller has and each Subservicer have fulfilled all its of their respective obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency Agency, the Indenture Trustee and the Indenture TrusteeAdministrative Agent, on or before March 31 of each calendar year, beginning on in March 31, 2014, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2013) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency Agency, the Indenture Trustee and the Indenture TrusteeAdministrative Agent, on or before March 31 of each calendar year, beginning on in March 31, 2014, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, and by the chief financial officerofficer of the Parent, with respect to Advance Purchaser, HLSS stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2013) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer, the Receivables Seller has and each Subservicer have fulfilled all its of their respective obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout 68 such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency Agency, the Indenture Trustee and the Indenture TrusteeAdministrative Agent, on or before March 31 of each calendar year, beginning on in March 31, 2014, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2013) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Each Servicer and the each Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142016, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, by the chief financial officer, with respect to each NRZ Servicer, and by the chief financial officer, with respect to Advance PurchaserHLSS, stating that (A) a review of the activities of the such Servicer (and any related Subservicer) or the such Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2015) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142016, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2015) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, and by the chief financial officerofficer of the Parent, with respect to Advance PurchaserHLSS, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from January 1, 2011 through December 31, 2011) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer, the Receivables Seller has and each Subservicer have fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 20142012, NationstarOLS, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 2011 through December 31, 2011. For purposes of the Effective Date and Advance PurchaserReceivables Seller Officer’s Certificate that will be delivered on March 31, 2013, OLS, in its capacity as ServicerReceivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2012 through the Effective Date, and HLSS, in its capacity as Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from January 1, 2011 through December 31, 2011) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 20142012, NationstarOFC, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 2011 through December 31, 2011. For purposes of the Officer’s Certificate that will be delivered on March 31, 2013, OFC, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2012 through the Effective Date Date, and Advance PurchaserHLSS, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by officer of the chief financial officer, with respect to Advance PurchaserReceivables Seller, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, Seller during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency the Indenture Trustee and the Indenture Owner Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142021, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by officer of the chief financial officer, with respect to Advance PurchaserReceivables Seller, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, Seller during the preceding 12-month period ended December 31 (or in the case of the first such statement, from the Closing Date through December 31, 2020) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency the Indenture Trustee and the Indenture Owner Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142021, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or in the case of the first such statement, from the Closing Date through December 31, 2020) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency (if applicable) and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142024, an Officer’s Certificate executed by a Responsible Officer of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by the chief financial officer, with respect to Advance Purchaser, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, Seller during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2023) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency (if applicable) and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142024, an Officer’s Certificate executed by the chief financial officer a Responsible Officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such certificate, from the Closing Date through December 31, 2023) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in [March 31, 20142012], an Officer’s Certificate executed by the chief financial officer of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by the chief financial officer, with respect to Advance Purchaser, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the date of this Indenture through [December 31, 2011]) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer and the Receivables Seller has have fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in [March 31, 20142012], an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the date of this Indenture through [ , 2011]) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s 's Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by officer of the chief financial officer, with respect to Advance PurchaserReceivables Seller, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, Seller during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s 's Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s 's Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding twelve (12-) month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s 's Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s 's Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by officer of the chief financial officer, with respect to Advance PurchaserReceivables Seller, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, Seller during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s 's Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 2014, an Officer’s 's Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s 's Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and Agency, the Indenture Trustee, the Credit Manager and Xxxxxx Mae, on or before March 31 of each calendar year, beginning on March 31, 20142017, an Officer’s Certificate of the Servicer and the Receivables SellerServicer, executed by the chief financial officer, with respect to Nationstar, and by the chief financial officer, with respect to Advance Purchasera Responsible Officer, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2016) and of its performance under this Base Indenture and the Receivables Sale PC Repurchase Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller PLS has fulfilled all its obligations under this Base Indenture and the Receivables Sale PC Repurchase Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency Agency, the Indenture Trustee and the Indenture TrusteeCredit Manager, on or before March 31 of each calendar year, beginning on March 31, 20142017, an Officer’s Certificate executed by the chief financial officer a Responsible Officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor Issuer and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2016) and of its performance under this Indenture, the Receivables Sale Agreement Base Indenture and the Receivables Pooling PC Repurchase Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Base Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and Agency, the Indenture Trustee, the Credit Manager and Xxxxxx Xxx, on or before March 31 of each calendar year, beginning on March 31, 20142025, an Officer’s Certificate of the Servicer and the Receivables SellerServicer, executed by the chief financial officer, with respect to Nationstar, and by the chief financial officer, with respect to Advance Purchasera Responsible Officer, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2024) and of its performance under this Base Indenture and the Receivables Sale PC Repurchase Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller NSM has fulfilled all its obligations under this Base Indenture and the Receivables Sale PC Repurchase Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency Agency, the Indenture Trustee and the Indenture TrusteeCredit Manager, on or before March 31 of each calendar year, beginning on March 31, 20142025, an Officer’s Certificate executed by the chief financial officer a Responsible Officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor Issuer and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2024) and of its performance under this Indenture, the Receivables Sale Agreement Base Indenture and the Receivables Pooling PC Repurchase Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Base Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Each Servicer and the each Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142016, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, by the chief financial officer, with respect to NRM, and by the chief financial officer, with respect to Advance PurchaserHLSS, stating that (A) a review of the activities of the such Servicer (and any related Subservicer) or the such Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2015) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142016, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the Closing Date through December 31, 2015) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, and by the chief financial officerofficer of the Parent, with respect to Advance PurchaserHLSS, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from January 1, 2011 through December 31, 2011) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer, the Receivables Seller has and each Subservicer have fulfilled all its their respective obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 20142012, NationstarOLS, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 2011 through December 31, 2011. For purposes of the Effective Date and Advance PurchaserReceivables Seller Officer’s Certificate that will be delivered on March 31, 2013, OLS, in its capacity as ServicerReceivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2012 through the Effective Date, and HLSS, in its capacity as Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from January 1, 2011 through December 31, 2011) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 20142012, NationstarOFC, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 2011 through December 31, 2011. For purposes of the Officer’s Certificate that will be delivered on March 31, 2013, OFC, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2012 through the Effective Date Date, and Advance PurchaserHLSS, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, and by the chief financial officerofficer of the Parent, with respect to Advance PurchaserHLSS, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the date of this Indenture through December 31, 2011) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer and the Receivables Seller has have fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from the date of this Indenture through December 31, 2011) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142015, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to Nationstar, and by the chief financial officer, with respect to Advance Purchaser, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables Seller, as the case may be, during the preceding 12-month period ended December 31 and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Receivables Seller has fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Servicer, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on March 31, 20142015, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 2014, Nationstar, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 through the Effective Date and Advance Purchaser, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.

Annual Officer’s Certificates. (i) The Servicer and the Receivables Seller shall each deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to NationstarOLS, and by the chief financial officerofficer of the Parent, with respect to Advance PurchaserHLSS, stating that (A) a review of the activities of the Servicer (and any related Subservicer) or the Receivables SellerSeller and each Subservicer, as the case may be, during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from January 1, 2011 through December 31, 2011) and of its performance under this Indenture and the Receivables Sale Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Servicer, the Receivables Seller has and each Subservicer have fulfilled all its obligations under this Indenture and the Receivables Sale Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 20142012, NationstarOLS, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 2011 through December 31, 2011. For purposes of the Effective Date and Advance PurchaserOfficer’s Certificate that will be delivered on March 31, 2013, OLS, in its capacity as ServicerServicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2012 through the Effective Date, and HLSS, in its capacity as Servicer and Receivables Seller, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter. (ii) The Administrator shall deliver to each the Note Rating Agency and the Indenture Trustee, on or before March 31 of each calendar year, beginning on in March 31, 20142012, an Officer’s Certificate executed by the chief financial officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Depositor and the Administrator during the preceding 12-month period ended December 31 (or, in the case of the first such statement, from January 1, 2011 through December 31, 2011) and of its performance under this Indenture, the Receivables Sale Agreement and the Receivables Pooling Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator has fulfilled all its obligations under this Indenture in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. For purposes of the Officer’s Certificate that will be delivered on March 31, 20142012, NationstarOFC, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2013 2011 through December 31, 2011. For purposes of the Officer’s Certificate that will be delivered on March 31, 2013, OFC, in its capacity as administrator prior to the Effective Date, shall deliver such Officer’s Certificate covering the reporting period from January 1, 2012 through the Effective Date Date, and Advance PurchaserHLSS, in its capacity as Administrator, shall deliver such Officer’s Certificate covering the reporting period from the Effective Date and thereafter.