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UNDERWRITING AGREEMENT

Underwriting Agreement

UNDERWRITING AGREEMENT | Document Parties: RENAISSANCE HOME EQUITY LOAN TRUST 2006-3 | J.P. Morgan Securities Inc. | Greenwich Capital Markets, Inc. | Banc of America Securities LLC | Citigroup Global Markets Inc. You are currently viewing:
This Underwriting Agreement involves

RENAISSANCE HOME EQUITY LOAN TRUST 2006-3 | J.P. Morgan Securities Inc. | Greenwich Capital Markets, Inc. | Banc of America Securities LLC | Citigroup Global Markets Inc.

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Title: UNDERWRITING AGREEMENT
Governing Law: New York     Date: 10/13/2006

UNDERWRITING AGREEMENT, Parties: renaissance home equity loan trust 2006-3 , j.p. morgan securities inc. , greenwich capital markets  inc. , banc of america securities llc , citigroup global markets inc.
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RENAISSANCE MORTGAGE ACCEPTANCE CORP.

 

Renaissance Home Equity Loan Trust 2006-3

Home Equity Loan Asset-Backed Notes, Series 2006-3

 

UNDERWRITING AGREEMENT

 

 

                                                                       September 8, 2006

 

J.P. Morgan Securities Inc.

270 Park Avenue

10th Floor

New York, New York 10017

Greenwich Capital Markets, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

 

 

Banc of America Securities LLC

214 North Tryon Street

Charlotte, North Carolina 28255

Citigroup Global Markets Inc.

390 Greenwich Street

New York, New York 10013

 

 

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 September 28, 2006 (collectively, the “Trust Agreement”), among Renaissance, as depositor, Wilmington Trust Company, as owner trustee (the “Owner Trustee”) and Wells Fargo Bank, N.A. (“Wells Fargo”), as certificate registrar and certificate paying agent, creating the Renaissance Home Equity Loan Trust 2006-3 (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 2006-3, Class AV-1, Class AV-2, Class AV-3, Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-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 and Class M-9 Notes (collectively, the “Offered Notes”); the Class N-1 and Class N-2 Notes (the “Class N Notes,” and 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 J.P. Morgan Securities Inc., Greenwich Capital Markets, Inc., Banc of America Securities LLC and Citigroup Global Markets Inc. (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 September 28, 2006 (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 September 28, 2006 (the “Servicing Agreement”), among Wells Fargo Bank, N.A., as master servicer and securities administrator, Ocwen Loan Servicing, LLC, as servicer (the “Servicer”), the Trust and HSBC Bank USA, National Association, as indenture trustee (the “Indenture Trustee”). Wells Fargo Bank, N.A. 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 September 28, 2006 (the “Custodial Agreement”), among the Indenture Trustee, Wells Fargo Bank, N.A., as custodian, the REIT, Renaissance and the Servicer.

 

The assets of the Trust will also include certain rights under an interest rate swap agreement (the “Interest Rate Swap Agreement”), dated as of September 28, 2006, between the Trust and Bank of America, N.A. (the “Swap Provider”).

 

The Notes will be issued pursuant to an indenture, dated as of September 28, 2006 (the “Indenture”), among the Trust, the Indenture Trustee and Wells Fargo, 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 $800,253,000, which represents approximately 97.00% 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 Swap Agreement 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. 333-131637) 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 later of (i) 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 and (ii) the document most recently filed with the Commission was incorporated into such Registration Statement; “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 “Pricing Free Writing Prospectus” means the free writing prospectus, dated as of September 7, 2006, proposed to be used in connection with the sale of the Offered Notes and filed with the Commission pursuant to Rule 433(d) of the Rules and Regulations. Reference made herein to the Prospectus and the Pricing Free Writing 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 Pricing Free Writing 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 Pricing Free Writing Prospectus or the Prospectus, as applicable, and incorporated by reference in the Pricing Free Writing 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 Pricing Free Writing 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. Each Issuer Free Writing Prospectus (as each defined in Section VI hereof), as of its date, 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 Pricing Free Writing 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, in each case, including any static pool information regarding previously securitized pools of the Sponsor (“Static Pool Data”), 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 Pricing Free Writing 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 Pricing Free Writing 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 Pricing Free Writing 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 Pricing Free Writing Prospectus, and, with respect to the Pricing Free Writing 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 Pricing Free Writing 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 or Delta Funding is a party or of which any of their respective properties is the subject (a) which if determined adversely to Renaissance or Delta Funding would have a material adverse effect on the business or financial condition of Renaissance (other than as disclosed in the Prospectus Supplement and the Pricing Free Writing 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 or Delta Funding of their respective 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 pledge its interest in the Mortgage Loans to the Indenture Trustee 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 Pricing Free Writing 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 Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch,” and together with Standard & Poor’s and Moody’s, 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 Pricing Free Writing 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 Pricing Free Writing Prospectus and will conform in all material respects to the descriptions thereof contained in the Prospectus and the Pricing Free Writing 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 arm’s-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 September 28, 2006, 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 Pricing Free Writing Prospectus in a form approved by the Underwriters and to file such Prospectus and Pricing Free Writing Prospectus pursuant to Rule 424(b) and Rule 433(d), respectively, 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 Pricing Free Writing 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 the Underwriters’ 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 Pricing Free Writing 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 Pricing Free Writing Prospectus pursuant to Rule 424 or Rule 433, as applicable, 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 of the Servicing Agreement; (ii) the monthly statement furnished to the Noteholders pursuant to Section 7.05 of the Indenture; (iii) the assessment of compliance with applicable servicing criteria provided by the Servicer pursuant to Item 1122 of Regulation AB and pursuant to Section 3.10 of the Servicing Agreement; and (iv) the registered public accounting firm’s attestation report pursuant to Item 1122 of Regulation AB and pursuant to Section 3.10 of the Servicing Agreement.

 

I.   To apply the net proceeds from the sale of the Offered Notes in the manner set forth in the 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 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 Deloitte & Touche LLP, 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 the offering of the Notes or (2) any Issuer Free Writing Prospectus or portion thereof that contains a description of the Notes or the offering of the Notes which does not reflect the final terms thereof.

 

M.   Unless the Underwriters shall otherwise have given their written consent, no home equity loan asset-backed notes or other similar securities representing interest in or secured by other mortgage-related assets originated or owned by Renaissance shall be publicly offered or sold nor shall Renaissance enter into any contractual arrangements that contemplate the public offering or sale of such securities for a period of seven (7) Business Days following the commencement of the offering of the Offered Notes to the public.

 

N.   In connection with the Pricing Free Writing Prospectus (including any Incorporated Static Pool Data referred to therein), to have received, and the Prospectus (including any Incorporated Static Pool Data referred to therein), to receive, a letter from Deloitte & Touche LLP, 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 Pricing Free Writing Prospectus (including any Incorporated Static Pool Data referred to therein) and the Prospectus (including any Incorporated Static Pool Data referred to therein), 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. 


 
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