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.
|
Greenwich
Capital Markets, Inc.
Greenwich,
Connecticut 06830
|
|
|
|
Banc of America
Securities LLC
Charlotte,
North Carolina 28255
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Citigroup
Global Markets Inc.
|
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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