EXHIBIT 1.1
RENAISSANCE MORTGAGE ACCEPTANCE CORP.
RENAISSANCE HOME EQUITY LOAN TRUST [o]
HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES [o]
UNDERWRITING AGREEMENT
[o]
Ladies and Gentlemen:
Renaissance Mortgage Acceptance Corp., a Delaware corporation
("Renaissance") has entered into a Trust Agreement, as amended and
restated by
the Amended and Restated Trust Agreement, dated as of [o]
(collectively, the
"Trust Agreement"), among Renaissance, as depositor, [o], as owner
trustee (the
"Owner Trustee") and [o] ("[o]"), as certificate registrar and
certificate
paying agent, creating the Renaissance Home Equity Loan Trust [o]
(the "Trust"),
a statutory trust created under the laws of the State of Delaware.
The Trust has
been established for the purpose of issuing Home Equity Loan
Asset-Backed Notes,
Series [o], Class A-1A, Class A-1F, Class A-2, Class A-3, Class
A-4, Class A-5,
Class A-6, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6,
Class M-7, Class M-8, Class M-9 and Class M-10 Notes (collectively,
the "Offered
Notes"), the Class N Notes (together with the Offered Notes, the
"Notes") and
certain ownership interests (the "Certificates," and together with
the Notes,
the "Securities").
Only the Offered Notes are being purchased by [o] (each an
"Underwriter," and together the "Underwriters") in the amounts set
forth in
Schedule A.
The Notes will be secured by the assets of the Trust consisting
of,
among other things, a pool of subprime, fixed and adjustable rate,
first and
second lien residential mortgage loans (the "Mortgage Loans"),
conveyed to the
Trust by Renaissance pursuant to the terms of the Trust Agreement.
The Mortgage
Loans were sold to Renaissance by Renaissance REIT Investment Corp.
(the
"REIT"), pursuant to a mortgage loan sale and contribution
agreement, dated as
of [o] (the "Mortgage Loan Sale Agreement"), among Renaissance, as
purchaser,
the REIT, as seller, and Delta Funding Corporation ("Delta
Funding"), as
originator. The Mortgage Loans will be serviced pursuant to a
servicing
agreement, dated as of [o] (the "Servicing Agreement"), among [o],
as master
servicer and securities administrator, [o], as servicer (the
"Servicer"), the
Trust and [o], as indenture trustee (the "Indenture Trustee"). [o]
has agreed to
act as agent for the Indenture Trustee for the purposes of
receiving and holding
certain documents and other instruments delivered by Delta Funding
as described
in Section 2.1(b) of the Mortgage Loan Sale Agreement pursuant to a
custodial
agreement, dated as of [o] (the "Custodial Agreement"), among the
Indenture
Trustee, [o], as custodian, the REIT, Renaissance and the
Servicer.
The assets of the Trust will also include certain rights under
two
interest rate cap agreements, one related to the Class A-1A Notes
(the "Class
A-1A Interest Rate Cap Agreement") and one related to the Class N
Notes (the
"Class N Interest Rate Cap Agreement," and together with the Class
A-1A Interest
Rate Cap Agreement, the "Interest Rate Cap Agreements"), each dated
as of [o]
between the Trust and [o] (the "Cap Provider").
The Notes will be issued pursuant to an indenture, dated as of [o]
(the
"Indenture"), among the Trust, the Indenture Trustee and [o], as
securities
administrator. The Certificates will evidence fractional undivided
interests in
the property held in the Trust. The aggregate class note balance of
the Offered
Notes will initially be equal to $[o], which represents
approximately [o]% of
the outstanding principal balances of the Mortgage Loans as of the
Cut-Off Date.
The "Cut-Off Date" for any Mortgage Loan is the date determined as
provided in
Appendix A to the Indenture.
The Offered Notes are more fully described in a Registration
Statement
which Renaissance has furnished to the Underwriters. Capitalized
terms used but
not defined herein shall have the meanings given to them in
Appendix A to the
Indenture.
This Underwriting Agreement, the Trust Agreement, the Mortgage
Loan
Sale Agreement, the Servicing Agreement, the Custodial Agreement,
the Interest
Rate Cap Agreements and the Indenture are referred to collectively
herein as the
"Agreements".
Section I. REPRESENTATIONS AND WARRANTIES OF RENAISSANCE.
Renaissance
represents and warrants to, and agrees with the Underwriters
that:
A. A Registration Statement on Form S-3 (No. [o]) relating to
the
Offered Notes has (i) been prepared by Renaissance in conformity
with the
requirements of the Securities Act of 1933, as amended (the
"Securities Act")
and the rules and regulations (the "Rules and Regulations") of the
United States
Securities and Exchange Commission (the "Commission") thereunder,
(ii) been
filed with the Commission under the Securities Act and (iii) become
effective
under the Securities Act. Copies of such Registration Statement
have been
delivered by Renaissance to the Underwriters. As used in this
Underwriting
Agreement, "Effective Time" means the date and the time as of which
such
Registration Statement, or the most recent post effective amendment
thereto, if
any, was declared effective by the Commission; "Effective Date"
means the date
of the Effective Time; "Registration Statement" means such
registration
statement, at the Effective Time, including any documents
incorporated by
reference therein at such time; "Prospectus" means such final
prospectus, as
first supplemented by a prospectus supplement (the "Prospectus
Supplement")
relating to the Offered Notes, as first filed with the Commission
pursuant to
paragraph (1) or (4) or (5) of Rule 424(b) of the Rules and
Regulations; and
"Preliminary Prospectus" means the preliminary prospectus, dated as
of [o],
proposed to be used in connection with the sale of the Offered
Notes and filed
with the Commission pursuant to Rule 424(b)(3) of the Rules and
Regulations.
Reference made herein to the Prospectus and the Preliminary
Prospectus shall be
deemed to refer to and include any documents incorporated by
reference therein
pursuant to Item 12 of Form S-3 under the Securities Act, as of the
date of the
Prospectus or as of the date of the Preliminary Prospectus and the
date of each
Contract of Sale, and any reference to any amendment or supplement
to the
Prospectus shall be deemed to refer to and include any document
filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date
of the Preliminary Prospectus or the Prospectus, as applicable, and
incorporated
by reference in the Preliminary Prospectus or the Prospectus, as
applicable; and
any reference to any amendment to the Registration Statement shall
be deemed to
include any report filed with the Commission with respect to the
Trust pursuant
to Section 13(a) or 15(d) of the Exchange Act after the Effective
Time that is
incorporated by reference in the Registration Statement. The
Commission has not
issued any order preventing or suspending the use of the Prospectus
or the
effectiveness of the Registration Statement and no proceedings for
such purpose
are pending, or to Renaissance's knowledge, threatened by the
Commission. There
are no contracts or documents of Renaissance which are required to
be filed as
exhibits to the Registration Statement pursuant to the Securities
Act or the
Rules and Regulations which have not been so filed or incorporated
by reference
therein on or prior to the Effective Date of the Registration
Statement. The
conditions for use of Form S-3, as set forth in the General
Instructions
thereto, have been satisfied.
B. The Registration Statement conforms, and the Preliminary
Prospectus,
the Prospectus and any further amendments or supplements to the
Registration
Statement or the Prospectus will, when they become effective or are
filed with
the Commission, as the case may be, conform in all respects to the
requirements
of the Securities Act and the Rules and Regulations. The
Registration Statement,
as of the Effective Date thereof and as of the date of any
amendment thereto,
did not contain an untrue statement of a material fact or omit to
state a
material fact required to be stated therein or necessary to make
the statements
therein not misleading. The Preliminary Prospectus, as of its date
and as of the
date of each Contract of Sale, and the Prospectus, as of its date
and as amended
or supplemented as of the Closing Date, does not and will not
contain any untrue
statement of a material fact or omit to state a material fact
necessary in order
to make the statements therein, in the light of the circumstances
under which
they were made, not misleading; provided that no representation or
warranty is
made as to (i) information contained in or omitted from the
Registration
Statement, the Prospectus or the Preliminary Prospectus in reliance
upon and in
conformity with written information furnished to Renaissance in
writing by the
Underwriters expressly for use therein and (ii) any Derived
Information (as
defined in Section IX(D) below).
C. The documents incorporated by reference in the Prospectus and
the
Preliminary Prospectus, when they became effective or were filed
with the
Commission, as the case may be, conformed in all material respects
to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the
Rules and Regulations, and none of such documents contained an
untrue statement
of a material fact or omitted to state a material fact required to
be stated
therein or necessary to make the statements therein not misleading;
and any
further documents so filed and incorporated by reference in the
Prospectus, when
such documents become effective or are filed with the Commission,
as the case
may be, will conform in all material respects to the requirements
of the
Securities Act or the Exchange Act, as applicable, and the Rules
and
Regulations, and will not contain an untrue statement of a material
fact or omit
to state a material fact necessary in order to make the statements
therein, in
the light of the circumstances under which they were made, not
misleading;
provided that no representation or warranty is made as to (i)
information
contained in or omitted from the Registration Statement, the
Prospectus or the
Preliminary Prospectus in reliance upon and in conformity with
written
information furnished to Renaissance in writing by the Underwriters
expressly
for use therein and (ii) any Derived Information.
D. Since the respective dates as of which information is given in
the
Prospectus or the Preliminary Prospectus, and, with respect to the
Preliminary
Prospectus, as of the date of hereof, there has not been any
material adverse
change in the general affairs, management, financial condition, or
results of
operations of Renaissance, otherwise than as set forth or
contemplated in the
Prospectus or the Preliminary Prospectus as supplemented or amended
as of the
Closing Date.
E. Renaissance has been duly incorporated and is validly existing
as a
corporation in good standing under the laws of the State of
Delaware, is duly
qualified to do business and is in good standing as a foreign
corporation in
each jurisdiction in which its ownership or lease of property or
the conduct of
its business requires such qualification and the failure to be so
qualified
would have a material adverse effect on the financial condition or
operations of
Renaissance, and has all power and authority necessary to own or
hold its
properties, to conduct the business in which it is engaged and to
enter into and
perform its obligations under the Agreements and to cause the Notes
to be
issued.
F. There are no actions, proceedings or investigations pending
before
or threatened by any court, administrative agency or other tribunal
to which
Renaissance is a party or of which any of its properties is the
subject (a)
which if determined adversely to Renaissance would have a material
adverse
effect on the business or financial condition of Renaissance (other
than as
disclosed in the Prospectus Supplement and the Preliminary
Prospectus), (b)
asserting the invalidity of the Agreements or the Notes, (c)
seeking to prevent
the issuance of the Notes or the consummation by Renaissance of any
of the
transactions contemplated by any of the Agreements or (d) which
might materially
and adversely affect the performance by Renaissance of its
obligations under, or
the validity or enforceability of, any of the Agreements or the
Notes.
G. This Underwriting Agreement has been, and the Trust Agreement
and
the Custodial Agreement, when executed and delivered as
contemplated hereby and
thereby will have been, duly authorized, executed and delivered by
Renaissance,
and this Underwriting Agreement constitutes, and the Trust
Agreement and the
Custodial Agreement when executed and delivered as contemplated
herein, will
constitute, legal, valid and binding instruments enforceable
against Renaissance
in accordance with their respective terms, subject as to
enforceability to (x)
applicable bankruptcy, reorganization, insolvency, moratorium or
other similar
laws affecting creditors' rights generally, (y) general principles
of equity
(regardless of whether enforcement is sought in a proceeding in
equity or at
law), and (z) with respect to rights of indemnity under this
Underwriting
Agreement, limitations of public policy under applicable securities
laws.
H. The execution, delivery and performance of the Agreements to
which
it is a party by Renaissance and the consummation of the
transactions
contemplated hereby and thereby, and the issuance and delivery of
the Securities
do not and will not conflict with or result in a breach or
violation of any of
the terms or provisions of, or constitute a default under, any
indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to
which Renaissance is a party, by which Renaissance is bound or to
which any of
the property or assets of Renaissance or any of its subsidiaries is
subject,
which breach or violation would have a material adverse effect on
the business,
operations or financial condition of Renaissance or its ability to
perform its
obligations under any of the Agreements to which it is a party, nor
will such
actions result in any violation of the provisions of the articles
of
incorporation or by laws of Renaissance or any statute or any
order, rule or
regulation of any court or governmental agency or body having
jurisdiction over
Renaissance or any of its properties or assets, which violation
would have a
material adverse effect on the business, operations or financial
condition of
Renaissance or its ability to perform its obligations under any of
the
Agreements to which it is a party.
I. The direction by Renaissance to the Indenture Trustee to
execute,
authenticate, issue and deliver the Notes has been duly authorized
by
Renaissance, and assuming the Indenture Trustee has been duly
authorized to
undertake such actions, when executed, authenticated, issued and
delivered by
the Indenture Trustee in accordance with the Indenture, the Notes
will be
validly issued and outstanding and the holders of the Notes will be
entitled to
the rights and benefits of the Notes provided by the Indenture.
J. No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body
of the United
States is required for the issuance of the Securities and the sale
of the
Offered Notes to the Underwriters, or the consummation by
Renaissance of the
other transactions contemplated by the Agreements, except such
consents,
approvals, authorizations, registrations or qualifications as may
be required
under state securities or Blue Sky laws in connection with the
purchase and
distribution of the Offered Notes by the Underwriters or as have
been obtained.
K. At the time of execution and delivery of the Trust Agreement,
the
Trust will: (i) have equitable title to the Mortgage Loans conveyed
by
Renaissance, free and clear of any lien, mortgage, pledge, charge,
encumbrance,
adverse claim or other security interest (collectively, "Liens");
(ii) not have
assigned to any person (other than the Indenture Trustee) any of
its right,
title or interest in the Mortgage Loans (other than liens that have
been
released at the time the Mortgage Loans are conveyed to the
Indenture Trustee);
and (iii) have the power and authority to sell its interest in the
Mortgage
Loans to the Trust and to sell the Offered Notes to the
Underwriters. Upon
execution and delivery of the Trust Agreement by the Owner Trustee,
the Trust
will have acquired beneficial ownership of all of Renaissance's
right, title and
interest in and to the Mortgage Loans. Upon delivery to the
Underwriters of the
Offered Notes, the Underwriters will have good title to the Offered
Notes free
of any Liens.
L. Neither Renaissance nor the Trust is an "investment company"
within
the meaning of such term under the Investment Company Act of 1940,
as amended
(the "1940 Act") and the rules and regulations of the Commission
thereunder.
M. As of the Closing
Date, the Notes and the Agreements will conform in
all material respects to the descriptions thereof contained in the
Prospectus
and the Preliminary Prospectus.
N. As of the Closing Date, each Class of Notes shall have been
assigned
a rating (as to each the "Required Ratings") by each of [o] (the
"Rating
Agencies") as set forth in the Prospectus Supplement.
O. Any taxes, fees and other governmental charges in connection
with
the execution, delivery and issuance of the Agreements and the
Securities have
been paid or will be paid at or prior to the Closing Date.
P. Renaissance possesses all material licenses, certificates,
authorities or permits issued by the appropriate State, Federal or
foreign
regulatory agencies or bodies necessary to conduct the business now
conducted by
it and as described in the Prospectus and the Preliminary
Prospectus, and
Renaissance has not received notice of any proceedings relating to
the
revocation or modification of any such license, certificate,
authority or permit
which if decided adversely to Renaissance would, singly or in the
aggregate,
materially and adversely affect the conduct of its business,
operations or
financial condition.
Q. As of the Cut-Off Date, each of the Mortgage Loans will meet
the
eligibility criteria described in the Prospectus and the
Preliminary Prospectus
and will conform in all material respects to the descriptions
thereof contained
in the Prospectus and the Preliminary Prospectus.
R. As of the Closing Date, each of the representations and
warranties
of Renaissance set forth in Section 2.10 of the Trust Agreement
will be true and
correct in all material respects.
S. Any certificate signed by an officer of Renaissance and
delivered to
the Underwriters or counsel for the Underwriters in connection with
an offering
of the Offered Notes shall be deemed a representation and warranty
as to the
matters covered thereby to each person to whom the representations
and
warranties in this Section I are made.
T. Renaissance hereby represents, warrants and agrees to and with
the
Underwriters severally that, as of the Closing Date, that the
relationship
between itself, the Trust and each of the Underwriters is an
arms-length
commercial relationship and that no fiduciary duty or any other
obligation
arising out of a relationship of higher trust exists between
Renaissance, the
Trust and any of the Underwriters.
U. As of the date hereof, Renaissance hereby represents and
warrants
that it is not an "ineligible issuer" as defined in Rule 405 under
the
Securities Act.
Section II. PURCHASE AND SALE. The several commitments of the
Underwriters to purchase the Offered Notes pursuant to this
Underwriting
Agreement shall be deemed to have been made on the basis of the
representations
and warranties contained herein and in the Agreements and shall be
subject to
the satisfaction of the terms and conditions set forth herein and
in the
Agreements. Renaissance agrees to instruct the Trust to issue the
Notes, and
agrees to sell to each Underwriter, and each Underwriter agrees to
(except as
provided in Sections VII and XI hereof) severally and not jointly
to purchase
from Renaissance, the Offered Notes upon the terms and conditions
set forth
herein in the amounts set forth in Annex A hereto.
Section III. DELIVERY AND PAYMENT. Delivery of and payment for
the
Offered Notes to be purchased by the Underwriters against payment
of the
purchase price therefor, set forth in Schedule A hereto, shall be
made at the
offices of Thacher Proffitt & Wood LLP, 2 World Financial
Center, New York, New
York 10281, or at such other place as shall be agreed upon by the
Underwriters
and Renaissance at 10:00 a.m. New York City time on [o], or at such
other time
or date as shall be agreed upon in writing by the Underwriters and
Renaissance
(such date being referred to as the "Closing Date"). Payment shall
be made to
Renaissance by wire transfer of same day funds payable to the
account of
Renaissance or its designee. Delivery of the Offered Notes shall be
made to the
Underwriters for the accounts of the several Underwriters against
payment of the
purchase price thereof. The Offered Notes shall be in such
denominations and
registered in such names as the Underwriters may request in writing
at least two
Business Days prior to the Closing Date. The Offered Notes will be
made
available for examination by the Underwriters no later than 2:00
p.m. New York
City time on the first Business Day prior to the Closing Date.
Section IV. OFFERING BY THE UNDERWRITERS. It is understood
that,
subject to the terms and conditions hereof, the Underwriters
propose to offer
the Offered Notes for sale to the public as set forth in the
Prospectus.
Section V. COVENANTS OF RENAISSANCE. Renaissance agrees as
follows:
A. To prepare the Prospectus and to have prepared the
Preliminary
Prospectus in a form approved by the Underwriters and to file such
Prospectus
and Preliminary Prospectus pursuant to Rule 424(b) under the
Securities Act not
later than the time required thereby; to make no further amendment
or any
supplement to the Registration Statement or to the Prospectus prior
to the
Closing Date except as permitted herein; to advise the
Underwriters, promptly
after it receives notice thereof, of the time, during the period
that a
Prospectus is required to be delivered in connection with the offer
and sale of
the Offered Notes, when any amendment to the Registration Statement
has been
filed or becomes effective or any supplement to the Prospectus or
any amended
Prospectus has been filed and to furnish the Underwriters with
copies thereof;
to file promptly all reports and any definitive proxy or
information statements
required to be filed by Renaissance with the Commission pursuant to
Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of the
Prospectus, and, for so long as the delivery of a prospectus is
required in
connection with the offering or sale of the Offered Notes, to
promptly advise
the Underwriters of its receipt of notice of the issuance by the
Commission of
any stop order or of: (i) any order preventing or suspending the
use of the
Prospectus; (ii) the suspension of the qualification of the Offered
Notes for
offering or sale in any jurisdiction; (iii) the initiation of or
threat of any
proceeding for any such purpose; or (iv) any request by the
Commission for the
amending or supplementing of the Registration Statement or the
Prospectus or for
additional information. In the event of the issuance of any stop
order or of any
order preventing or suspending the use of the Prospectus or
suspending any such
qualification, Renaissance promptly shall use its best efforts to
obtain the
withdrawal of such order by the Commission.
B.
To furnish promptly to the Underwriters and to counsel for the
Underwriters a signed copy of the Registration Statement as
originally filed
with the Commission, including all consents and exhibits filed
therewith.
C. To deliver promptly to the Underwriters such number of the
following
documents as the Underwriters shall reasonably request: (i)
conformed copies of
the Registration Statement as originally filed with the Commission
and each
amendment thereto (in each case including exhibits); (ii) the
Prospectus, the
Preliminary Prospectus and any amended or supplemented Prospectus;
and (iii) any
document filed by Renaissance and incorporated by reference in the
Prospectus
(including exhibits thereto). If the delivery of a prospectus is
required at any
time prior to the expiration of nine months after the Effective
Time in
connection with the offering or sale of the Offered Notes, and if
at such time
any events shall have occurred as a result of which the Prospectus
as then
amended or supplemented would include any untrue statement of a
material fact or
omit to state any material fact necessary in order to make the
statements
therein, in the light of the circumstances under which they were
made when such
Prospectus is delivered, not misleading, or, if for any other
reason it shall be
necessary during such same period to amend or supplement the
Prospectus or to
file under the Exchange Act any document incorporated by reference
in the
Prospectus in order to comply with the Securities Act or the
Exchange Act,
Renaissance shall notify the Underwriters and, upon the request of
the
Underwriters, shall file such document and prepare and furnish
without charge to
the Underwriters and to any dealer in securities as many copies as
the
Underwriters may from time to time reasonably request of an amended
Prospectus
or a supplement to the Prospectus which corrects such statement or
omission or
effects such compliance, and in case the Underwriters are required
to deliver a
Prospectus in connection with sales of any of the Offered Notes at
any time nine
months or more after the Effective Time, upon the request of the
Underwriters
but at their expense, Renaissance shall prepare and deliver to the
Underwriters
as many copies as the Underwriters may reasonably request of an
amended or
supplemented Prospectus complying with Section 10(a)(3) of the
Securities Act.
Neither the Underwriters' consent to, nor the Underwriters'
delivery
of, any such amendment or supplement shall constitute a waiver of
any of the
conditions set forth in Section VII.
D. To file promptly with the Commission any amendment to the
Registration Statement, the Prospectus, the Preliminary Prospectus
or any
supplement to the Prospectus that may, in the judgment of
Renaissance or the
Underwriters, be required by the Securities Act or requested by the
Commission.
E. Prior to filing with the Commission any (i) supplement to
the
Prospectus or (ii) Prospectus or Preliminary Prospectus pursuant to
Rule 424 of
the Rules and Regulations, to furnish a copy thereof to the
Underwriters and
counsel for the Underwriters and obtain the consent of the
Underwriters to the
filing.
F. To make generally available to holders of the Offered Notes as
soon
as practicable, but in any event not later than 90 days after the
close of the
period covered thereby, a statement of earnings of the Trust (which
need not be
audited) complying with Section 11(a) of the Securities Act and the
Rules and
Regulations (including, at the option of Renaissance, Rule 158) and
covering a
period of at least twelve consecutive months beginning not later
than the first
day of the first fiscal quarter following the Closing Date.
G. To use its best efforts, in cooperation with the Underwriters,
to
qualify the Offered Notes for offering and sale under the
applicable securities
laws of such states and other jurisdictions of the United States as
the
Underwriters may designate, and maintain or cause to be maintained
such
qualifications in effect for as long as may be required for the
distribution of
the Offered Notes; provided that Renaissance shall not be required
to become
subject to any general consent to service of process or
jurisdiction in any
jurisdiction in which it is not subject as of the date of this
Underwriting
Agreement. Renaissance will file or cause the filing of such
statements and
reports as may be required by the laws of each jurisdiction in
which the Offered
Notes have been so qualified.
H. So long as the Offered Notes shall be outstanding, to deliver to
the
Underwriters as soon as such statements are furnished to the
Trustee: (i) the
annual statement as to compliance delivered to the Trustee pursuant
to Section
3.09 or Section 4.10 of the Servicing Agreement; (ii) the annual
statement of a
firm of independent public accountants furnished to the Trustee
pursuant to
Section 3.10 or Section 4.11 of the Servicing Agreement; and (iii)
the monthly
statement furnished to the Noteholders pursuant to Section 7.05 of
the
Indenture.
I. To apply the net proceeds from the sale of the Offered Notes in
the
manner set forth in the Prospectus and the Preliminary
Prospectus.
J. To file with the Commission, in accordance with the Rules
and
Regulations, specific information concerning the Offered Notes and
the Mortgage
Loans to the extent that such information is not set forth in the
Prospectus and
also to file with the Commission, in accordance with the Rules and
Regulations,
all ABS Informational and Computational Materials and Issuer Free
Writing
Prospectuses (as each defined in Section VI hereof) within the
applicable time
periods allotted for such filing pursuant to the Rules and
Regulations.
K. In connection with any ABS Informational and Computational
Materials
and Issuer Free Writing Prospectuses, to receive a letter from [o]
certified
public accountants, satisfactory in form and substance to
Renaissance, to the
effect that such accountants have performed certain specified
procedures, all of
which have been agreed to by Renaissance, as a result of which they
have
determined that the information included in the ABS Informational
and
Computational Materials and Issuer Free Writing Prospectuses (if
any), is
accurate except as to such matters that are not deemed by
Renaissance to be
material. The foregoing letter shall be obtained at the expense of
Delta
Funding.
L. Renaissance shall not be required to file (1) any Issuer
Free
Writing Prospectus, if the information included therein is included
or
incorporated by reference in a prospectus or Issuer Free Writing
Prospectus
previously filed with the Commission that relates to th
