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, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to OLS, and by the chief financial officer of the Parent, with respect to HLSS, stating that (A) a review of the activities of the Servicer (and any 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 and each Subservicer have fulfilled all 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.

Annual Officer’s Certificates. (iiii) 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, 2016, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to OLS, and by the chief financial officer of the Parentofficer, with respect to 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, 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 Servicer, the Receivables Seller and each Subservicer have has fulfilled all their respective 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.

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 in [March 31, 2012], 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 OLS, and by the chief financial officer of the Parent, with respect to HLSS, stating that (A) a review of the activities of the Servicer (and any 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, Servicer and the Receivables Seller and each Subservicer have fulfilled all their respective 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.

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, 2015, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to OLSNationstar, and by the chief financial officer of the Parentofficer, with respect to HLSSAdvance 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 Servicer, the Receivables Seller and each Subservicer have has fulfilled all their respective 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.

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 in March 31, 2014, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to OLS, and by the chief financial officer of the Parent, with respect to HLSS, HLSS stating that (A) a review of the activities of the Servicer (and any 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 and each Subservicer have fulfilled all 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.

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 in March 31, 2012, an Officer’s Certificate of the Servicer and the Receivables Seller, executed by the chief financial officer, with respect to OLS, and by the chief financial officer of the Parent, with respect to HLSS, stating that (A) a review of the activities of the Servicer (and any 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, Servicer and the Receivables Seller and each Subservicer have fulfilled all their respective 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.