Issuance of the Certificates Clause Samples

Issuance of the Certificates. (a) On the Closing Date, the Trust will issue three classes of Certificates designated as the "Revolving Home Equity Loan Asset Backed Certificates, Series 200_-_, Class R-[1]," "Revolving Home Equity Loan Asset Backed Certificates, Series 200_-_, Class R-[2]," and "Revolving Home Equity Loan Asset Backed Certificates, Series 200_-_, Class C" pursuant to this Agreement and deliver them to the order of the Depositor when authenticated. (b) The Certificates will be issued in definitive, fully registered form and will be substantially in the form of Exhibit B-1 and B-2. The Certificates will, on the Closing Date, be executed, authenticated, and delivered by the Owner Trustee to the order of the Depositor concurrently with the transfer of the Mortgage Loans to the Trust. (c) The Certificates will be executed by manual or facsimile signature on behalf of the Owner Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time their signatures were affixed, authorized to sign on behalf of the Owner Trustee shall bind the Trust, notwithstanding that any of them have ceased to be so authorized before the authentication and delivery of the Certificates or did not hold such offices at the date of the Certificate. The Certificates will not be book-entry certificates.

Issuance of the Certificates. The Certificates have been duly authorized and, at the Closing Time, will have been duly executed and, when authenticated, issued and delivered in the manner provided for in the Trust Agreement, will be validly issued, fully paid, non-assessable and outstanding and will be in the form contemplated by, and entitled to the benefits of, the Trust Agreement.

Issuance of the Certificates. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to the related Custodian on its behalf of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I delivered on the date hereof, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery of such assets delivered on the date hereof and in exchange therefor, the Trust Administrator, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates (other than the Class CE Certificates, the Class P Certificates and the Class R-X Certificates), the Class CE Interest and the Class P Interest constitute the entire beneficial ownership interest in REMIC II.

Issuance of the Certificates. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to a Custodian on its behalf, of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I-A and REMIC II-A delivered on the date hereof, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery of such assets delivered on the date hereof and in exchange therefor, the Paying Agent, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, and the Authenticating Agent has authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in REMIC I-B and REMIC II-B.

Issuance of the Certificates. The Certificates have been duly and validly authorized and, when executed, authenticated and delivered in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.

Issuance of the Certificates. (a) Subject to applicable legal restrictions, the City agrees to issue and sell its Certificates in calendar year 2024 (provided that such period may be extended with the consent of the City and the Corporation) and to use the applicable portion of the proceeds from the sale of the Certificates to pay the costs of the Authorized Project and the costs of issuing the Certificates. (b) The City has provided the Corporation with a proposed plan of finance and a pro forma debt service schedule associated with the proposed series of Certificates.

Issuance of the Certificates. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to the Custodian on its behalf, of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I, REMIC II-A and REMIC III-A delivered on the date hereof, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery of such assets delivered on the date hereof and in exchange therefor, the Paying Agent, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, and the Authenticating Agent has authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates (other than the Group 3 Floating Rate Certificates) and the Underlying Interests constitute the entire beneficial ownership interest in REMIC I, REMIC II-C and REMIC III-C.

Issuance of the Certificates. (a) On the Closing Date, the Trust will issue two classes of Certificates designated as the “Class A Certificates” and the “Class REO Certificates” pursuant to the provisions of this Agreement and deliver them to the order of the Depositors when authenticated. (b) The Certificates will be issued in definitive, fully registered form and will be substantially in the form of Exhibit B. The Certificates will, on the Closing Date, be executed, authenticated, and delivered by the Certificate Trustee in accordance with a written order of the Depositors concurrently with the transfer of the Class A Assets and Class REO Assets to the Trust. (c) The Certificates will be executed by manual or facsimile signature on behalf of the Trust by an authorized officer of the Certificate Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time their signatures were affixed, authorized to sign on behalf of the Certificate Trustee shall bind the Trust, notwithstanding that any of them have ceased to be so authorized before the authentication and delivery of the Certificates or did not hold such offices at the date of the Certificate. The Certificates will not be book-entry certificates.

Issuance of the Certificates. The Regular Certificates shall be issued in book-entry form and shall be maintained in the names of the record owners thereof as entries on the books of a Reserve Bank. Such Regular Certificates shall be in the authorized denominations specified in the Prospectus Supplement and may be transferred or pledged in accordance with and subject to regulations governing ▇▇▇▇▇▇ Mae’s use of the book-entry system (as the same shall be in effect at the time of any such transfer or pledge), Federal Reserve Bank of New York Operating Circulars 21 and 21A and procedures that are followed generally for book-entry securities. The Certificates of the A Class initially will be issued to and maintained in the name of ▇▇▇▇▇▇ Mae as Trustee of the Upper Tier REMIC; provided, however, that upon the deposit into the Upper Tier REMIC Account of the amount due pursuant to the Forward Purchase Agreement on the Guaranteed Maturity Date, the Certificates of the A Class shall be transferred to ▇▇▇▇▇▇ ▇▇▇ in its corporate capacity as record owner thereof. The Class B1-R1 Certificate and the Class B1-R2 Certificate shall each be issued in certificated fully registered form in substantially the form of Exhibit B-1 or B-2 hereto, respectively. The Residual Certificates may be transferred and are otherwise subject to the provisions of Article V hereof.