RENAISSANCE MORTGAGE ACCEPTANCE CORP. Renaissance Home Equity Loan Trust 2006-4 Home Equity Loan Asset-Backed Notes, Series 2006-4 UNDERWRITING AGREEMENT
EXHIBIT
1.1
RENAISSANCE
MORTGAGE ACCEPTANCE CORP.
Home
Equity Loan Asset-Backed Notes, Series 2006-4
December
1, 2006
|
Greenwich
Capital Markets, Inc.
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▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Deutsche
Bank Securities Inc.
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▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Banc
of America Securities LLC
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Citigroup
Global Markets Inc.
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
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▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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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 December 28, 2006 (collectively, the “Trust
Agreement”), among Renaissance, as depositor, Wilmington Trust Company, as owner
trustee (the “Owner Trustee”) and ▇▇▇▇▇ Fargo Bank, N.A. (“▇▇▇▇▇ Fargo”), as
certificate registrar and certificate paying agent, creating the Renaissance
Home Equity Loan Trust 2006-4 (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 2006-4, 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 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 Greenwich Capital Markets, Inc., Deutsche
Bank Securities Inc., Banc of America Securities LLC, Citigroup Global Markets
Inc. and ▇.▇. ▇▇▇▇▇▇ Securities 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 December 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
December 28, 2006 (the “Servicing Agreement”), among ▇▇▇▇▇ 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”). ▇▇▇▇▇ 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 December 28, 2006 (the “Custodial Agreement”),
among the Indenture Trustee, ▇▇▇▇▇ 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 December 28, 2006,
between the Trust and The Royal Bank of Scotland plc (the “Swap
Provider”).
The
Notes
will be issued pursuant to an indenture, dated as of December 28, 2006 (the
“Indenture”), among the Trust, the Indenture Trustee and ▇▇▇▇▇ 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 $608,438,000, which represents
approximately 97.35% 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 November 30, 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 ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (“Standard & Poor’s”) and
▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s,” and together with Standard &
Poor’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.
▇. 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. ▇▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇
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 December 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. “Incorporated Static
Pool Data” means Static Pool Data for periods on or after January 1,
2006.
Section
VI. Investor
Information.
Each
Underwriter represents and agrees with Renaissance that not less than 24 hours
prior (or such shorter time as may be agreed upon between such Underwriter
and
Renaissance) to entering into any “contract of sale” as defined in Rule 159 of
the Securities Act (each a “Contract of Sale”), the Underwriter has conveyed the
Pricing Free Writing Prospectus to each prospective investor. Each Underwriter
shall keep sufficient records to document its conveyance of the Pricing Free
Writing Prospectus to each potential investor prior to the related Contract
of
Sale and shall maintain such records as required by the Rules and Regulations.
An Underwriter may prepare and have provided, and with respect to (ii) below,
Renaissance may prepare and have provided, to prospective investors in
connection with its offering of the Offered Notes (i) “ABS informational and
computational materials” as defined in Item 1101(a) of Regulation AB promulgated
by the Commission, which may include both an Issuer Free Writing Prospectus
and
Derived Information, (collectively, “ABS Informational and Computational
Materials”), (ii) any “free writing prospectus” within the meaning of Rule 405
under the Securities Act that describes the Offered Notes and/or the Mortgage
Loans and contains information described in paragraphs (1) - (3) of the
definition of “ABS informational and computational materials” in Item 1101(a) of
Regulation AB, but which does not include Derived Information (each, an “Issuer
Free Writing Prospectus”), or (iii) any “free writing prospectus” within the
meaning of Rule 405 under the Securities Act that includes only the information
described in paragraph (5) of the definition of “ABS informational and
computational materials” in Item 1101(a) of Regulation AB (each, an “Underwriter
Free Writing Prospectus”), subject to the following conditions:
A. An
Underwriter may furnish ABS Informational and Computational Materials or
an
Issuer Free Writing Prospectus to a potential investor prior to entering
into a
Contract of Sale with such investor; provided, however, that (x) such
Underwriter shall not enter into a Contract of Sale with such investor unless
the Underwriter has conveyed the Pricing Free Writing Prospectus to such
potential investor not less than 24 hours prior (or such shorter time as
may be
agreed upon between such Underwriter and Renaissance) to such Contract of
Sale,
(y) such Underwriter shall deliver a copy of the proposed ABS Informational
and
Computational Materials or Issuer Free Writing Prospectus, not otherwise
provided by Renaissance, to Renaissance and its counsel at least 24 hours
prior
to the anticipated first use and (z) such Underwriter shall not convey any
such
ABS Informational and Computational Materials or Issuer Free Writing Prospectus
to which Renaissance and its counsel reasonably objects.
Unless
preceded or accompanied by a prospectus satisfying the requirements of Section
10(a) of the Securities Act, an Underwriter shall not convey or deliver any
written communication to any person in connection with the initial offering
of
the Notes,
unless such written communication (1) is made in reliance on Rule 134 under
the
Securities Act, (2) constitutes a prospectus satisfying the requirements
of Rule
430B under the Securities Act or (3) is an
Issuer
Free Writing Prospectus, an Underwriter Free Writing Prospectus or ABS
Informational and Computational Materials.
If
an
Underwriter does not furnish ABS Informational and Computational Materials
or an
Issuer Free Writing Prospectus to Renaissance’s counsel prior to the scheduled
print date of the Prospectus Supplement, such Underwriter will be deemed
to have
represented that it did not convey any ABS Informational and Computational
Materials or Issuer Free Writing Prospectus to any potential
investor.
B. An
Underwriter may furnish an Underwriter Free Writing Prospectus to (x) a
potential investor not less than 24 hours prior (or such shorter time as
may be
agreed upon between such Underwriter and Renaissance) to entering into a
Contract of Sale with such investor; provided, however, that such Underwriter
shall not enter into a Contract of Sale with such investor unless such
Underwriter has conveyed the Pricing Free Writing Prospectus to such potential
investor not less than 24 hours prior (or such shorter time as may be agreed
upon between such Underwriter and Renaissance) to such Contract of Sale and
(y)
to an investor after a Contract of Sale; provided, that such Underwriter
has
conveyed the Pricing Free Writing Prospectus to such investor in connection
with
such Contract of Sale. Each Underwriter agrees that it shall not broadly
disseminate any Underwriter Free Writing Prospectuses.
C. The
Underwriters shall provide to Renaissance any ABS Informational and
Computational Materials and Issuer Free Writing Prospectuses, not otherwise
provided by Renaissance, which are provided to investors, together with a
letter, reasonably acceptable to the Underwriters and Renaissance, from Deloitte
& Touche LLP with regard to such ABS Informational and Computational
Materials and Issuer Free Writing Prospectuses, no later than the two Business
Days following the date such ABS Informational and Computational Materials
or
Issuer Free Writing Prospectuses are conveyed. The Underwriters may provide
copies of the foregoing in a consolidated or aggregated form including all
information required to be filed. The materials so furnished shall be furnished
to Renaissance in hard copy and on computer disk.
D. In
the
event that any Underwriter or Renaissance becomes aware that, as of the time
of
the Contract of Sale, any Free Writing Prospectus prepared by or on behalf
of
the Underwriter and delivered to a purchaser of an Offered Certificate contained
any untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained therein, in the light
of the
circumstances under which they were made, not misleading (such Free Writing
Prospectus, a “Defective Free Writing Prospectus”), such Underwriter or
Renaissance, as applicable, shall notify the other parties to this Agreement
thereof within one business day after discovery. If any Underwriter shall
incur
any costs in connection with the reformation or termination of the Contract
of
Sale, the Issuer agrees to reimburse such Underwriter for such costs promptly
provided that the Issuer has no obligation to reimburse such costs if the
untrue
statement or material omission causing the reformation or termination of
the
Contract of Sale did not arise from information provided by the Depositor
or its
Affiliates. Each Underwriter agrees to use reasonable efforts to mitigate
such
costs.
(1) The
party
responsible for the information to be corrected, if requested by Renaissance
or
an Underwriter, as applicable, shall prepare an Issuer Free Writing Prospectus
with corrective information that corrects the material misstatement in or
omission from the Defective Free Writing Prospectus (such corrected Free
Writing
Prospectus, a “Corrected Free Writing Prospectus”);
(2) The
Underwriters shall deliver the Corrected Free Writing Prospectus to each
purchaser of an Offered Note which received the Defective Free Writing
Prospectus prior to entering into an agreement to purchase any Offered
Notes;
(3) The
Underwriters shall notify such purchaser in a prominent fashion that the
prior
agreement to purchase Offered Notes has been terminated, and of such purchaser’s
rights as a result of termination of such agreement; and
(4) The
Underwriters shall provide such purchaser with an opportunity to affirmatively
agree to purchase such Offered Notes on the terms described in the Corrected
Free Writing Prospectus.
E. All
Issuer Free Writing Prospectuses and Underwriter Free Writing Prospectuses
shall
contain legends similar to the following legends in all material respects
and
may contain additional legends as permitted by law:
1. The
issuer has filed a registration statement (including a prospectus) with the
SEC
for the offering to which this free writing prospectus relates. Before you
invest, you should read the prospectus in that registration statement and
other
documents the issuer has filed with the SEC for more complete information
about
the issuer and this offering. You may get these documents for free by visiting
▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send
you
the prospectus if you request it by calling ▇▇▇-▇▇▇-▇▇▇▇.
2. This
free
writing prospectus is not required to contain all information that is required
to be included in the base prospectus and the prospectus
supplement.
3. The
information in this free writing prospectus is preliminary and is subject
to
completion or change.
4. The
information in this free writing prospectus, if conveyed prior to the time
of
your commitment to purchase, supersedes information contained in any prior
similar free writing prospectus relating to these securities.
5. This
free
writing prospectus is not an offer to sell or a solicitation of an offer
to buy
these securities in any state where such offer, solicitation or sale is not
permitted.
All
Underwriter Free Writing Prospectuses, in addition to those specified in
clauses
(1) through (5) above, contain legends similar to the following legends in
all
material respects and may contain additional legends as permitted by
law:
6. Neither
the issuer of the securities nor any of its affiliates prepared, provided,
approved or verified any statistical or numerical information presented in
this
free writing prospectus, although that information may be based in part on
loan
level data provided by the issuer or its affiliates.
7. The
information in this free writing prospectus may be based on preliminary
assumptions about the pool assets and the structure. Any such assumptions
are
subject to change.
8. The
information in this free writing prospectus may reflect parameters, metrics
or
scenarios specifically requested by you. If so, prior to the time of your
commitment to purchase, you should request updated information based on any
parameters, metrics or scenarios specifically required by you.
F. The
Underwriters furnishing such ABS Informational and Computational Materials
represent to Renaissance that the Derived Information included in the ABS
Informational and Computational Materials of such Underwriter does not contain
an untrue statement of a material fact or, when read in conjunction with
the
Prospectus as an integral document, do not omit to state a material fact
necessary to make such statements, in light of the circumstances under which
they were made, not misleading; provided, however, that no representation
is
made (x) with respect to any untrue statements or omissions that are the
result
of untrue statements or omissions in the Delta Funding Provided Information
(as
defined below) or (y) that the Pricing Free Writing Prospectus or the Prospectus
(exclusive of such ABS Informational and Computational Materials) does not
include any untrue statements of a material fact and does not omit to state
any
material facts necessary to make the statements contained therein, in light
of
the circumstances under which they were made, not misleading. No Underwriter
has
delivered any ABS Informational or Computational Materials or Underwriter
Free
Writing Prospectuses incorporating Derived Information simultaneously with
the
Pricing Free Writing Prospectus.
Section
VII. Conditions
to the Underwriters’ Obligations.
The
obligation of the Underwriters to purchase the Offered Notes pursuant to this
Underwriting Agreement is subject to: (i) the accuracy on and as of the Closing
Date of the representations and warranties on the part of Renaissance and the
Trust contained herein and in the Agreements to which it is a party; (ii) the
performance by Renaissance and the Trust of all of its obligations hereunder
and
in the Agreements to which it is a party; and (iii) the following conditions
as
of the Closing Date:
A. The
Underwriters shall have received confirmation of the effectiveness of the
Registration Statement. No stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission. Any request of the Commission for inclusion of additional
information in the Registration Statement or the Prospectus shall have been
complied with.
B. The
Underwriters shall not have discovered and disclosed to Renaissance, on or
prior
to the Closing Date, that the Registration Statement, the Prospectus, the
Pricing Free Writing Prospectus or any amendment or supplement thereto contains
an untrue statement of a fact or omits to state a fact which, in the opinion
of
▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Underwriters, is material and is required
to
be stated therein or is necessary to make the statements therein not
misleading.
C. All
corporate proceedings and other legal matters relating to the authorization,
form and validity of the Agreements, the Offered Notes, the Registration
Statement, the Prospectus and the Pricing Free Writing Prospectus, and all
other
legal matters relating to this Underwriting Agreement and the transactions
contemplated hereby shall be satisfactory in all respects to counsel for
the
Underwriters, and Renaissance shall have furnished to such counsel all documents
and information that they may reasonably request to enable them to pass upon
such matters.
▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall have furnished to the Underwriters their written
opinion, as special counsel to Renaissance, the REIT and Delta Funding,
addressed to each Underwriter and dated the Closing Date, in form and substance
satisfactory to the Underwriters and their counsel.
E. The
Underwriters shall have received the favorable opinion, dated the Closing
Date,
of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for Renaissance, addressed
to Renaissance and satisfactory to the Rating Agencies and the Underwriters,
with respect to certain matters relating to the transfer of the Mortgage
Loans
to Renaissance from the Mortgage Loan seller and from Renaissance to the
Trust,
and such counsel shall have consented to reliance on such opinion by the
Rating
Agencies as though such opinion had been addressed to them.
F. Counsel
for Renaissance, the REIT and Delta Funding shall have furnished to the
Underwriters its written opinion, addressed to each Underwriter and dated
the
Closing Date, in form and substance satisfactory to the Underwriters and
their
counsel.
G. The
Underwriters shall have received the favorable opinion, dated the Closing
Date,
of the in-house counsel to HSBC Bank USA, National Association addressed
to each
Underwriter and in form and scope satisfactory to counsel to the Underwriters
and their counsel.
H. The
Underwriters shall have received the favorable opinion or opinions, dated
the
date of the Closing Date, of counsel for the Underwriters, with respect to
the
issue and sale of the Certificates, the Registration Statement, this Agreement,
the Prospectus, the Pricing Free Writing Prospectus and such other related
matters as the Underwriters may reasonably require.
I. The
Underwriters shall have received the favorable opinion, dated the Closing
Date,
of the counsel to the Trust addressed to each Underwriter, regarding (i)
the due
organization of the Trust, (ii) the enforceability of the Agreements to which
it
is a party, (iii) other general Delaware law matters with respect to the
Trust,
including, without limitation, the due authorization, execution and delivery
by
of the Agreements to which it is a party and the due authorization and issuance
of the Notes, and (iv) the perfection and priority of the security interests
created by the Indenture, in each case, in form and substance satisfactory
to
counsel to the Underwriters.
J. Renaissance
shall have furnished to the Underwriters a certificate, dated the Closing
Date,
of its Chairman of the Board, its President or a Vice President stating
that:
1. The
representations and warranties of Renaissance in Section I of this Underwriting
Agreement are true and correct as of the Closing Date; and Renaissance has
complied with all its agreements contained herein.
2. Such
person has carefully examined the Registration Statement, the Prospectus
and the
Pricing Free Writing Prospectus and, in his opinion (x) as of the Effective
Date, the Registration Statement; as of the date of the Prospectus and on
the
Closing Date, the Prospectus; and as of the Contract of Sale date and on
the
Closing Date, the Pricing Free Writing Prospectus did not include an untrue
statement of a material fact and did not omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and (y) since the Effective Date no event has occurred which should have
been
set forth in a supplement or amendment to the Registration Statement, the
Prospectus or the Pricing Free Writing Prospectus.
K. The
Indenture Trustee shall have furnished to the Underwriters a certificate
of the
Indenture Trustee, signed by one or more duly authorized officers of the
Indenture Trustee, dated the Closing Date, as to the due authorization,
execution and delivery of the Indenture by the Indenture Trustee and the
acceptance by the Indenture Trustee of the trusts created by the Trust Agreement
and the due execution, authentication and delivery of the Notes by the Indenture
Trustee under the Indenture and such other matters as the Underwriters shall
reasonably request.
L. As
of the
Closing Date, the Notes shall have been assigned the Required Ratings by
each of
the Rating Agencies.
M. The
Underwriters shall have received on or before the Closing Date, from Deloitte
& Touche LLP, letters, dated as of the date of this Underwriting Agreement,
substantially in the form previously agreed to (A) confirming that they are
independent public accountants within the meaning of the Securities Act and
are
in compliance with the applicable requirements relating to the qualification
of
accountants under Rule 2.01 of Regulation S-X of the Commission, and (B)
stating
the conclusions and findings of such firm with respect to the financial
information and other matters covered by its letters.
N. Prior
to
the Closing Date, counsel for the Underwriters shall have been furnished
with
such documents and opinions as they may reasonably require for the purpose
of
enabling them to pass upon the issuance and sale of the Notes as herein
contemplated and related proceedings or in order to evidence the accuracy
and
completeness of any of the representations and warranties, or the fulfillment
of
any of the conditions, herein contained, and all proceedings taken by
Renaissance or its affiliates in connection with the issuance of the Securities
and the sale of the Notes as herein contemplated shall be satisfactory in
form
and substance to the Underwriters and counsel for the Underwriters.
O. Subsequent
to the execution and delivery of this Underwriting Agreement, none of the
following shall have occurred: (i) trading in securities generally on the
New
York Stock Exchange, the American Stock Exchange or the over the-counter
market
shall have been suspended or minimum prices shall have been established on
either of such exchanges or such market by the Commission, by such exchange
or
by any other regulatory body or governmental authority having jurisdiction;
(ii)
a banking moratorium shall have been declared by Federal or state authorities;
(iii) the United States shall have become engaged in hostilities, there shall
have been an escalation of hostilities involving the United States or there
shall have been a declaration of a national emergency or war by the United
States; or (iv) there shall have occurred such a material adverse change
in
general economic, political or financial conditions (or the effect of
international conditions on the financial markets of the United States shall
be
such) as to make it, in the judgment of the Underwriters, impractical or
inadvisable to proceed with the public offering or delivery of the Notes
on the
terms and in the manner contemplated in the Prospectus.
P. Counsel
for the Servicer shall have furnished to the Underwriters its written opinion,
addressed to each Underwriter and dated the Closing Date, in form and substance
satisfactory to the Underwriters and their counsel.
Q. Counsel
for ▇▇▇▇▇ Fargo shall have furnished to the Underwriters its written opinion,
addressed to each Underwriter and dated the Closing Date, in form and substance
satisfactory to the Underwriters and their counsel.
R. The
Underwriters shall have received the favorable opinion, dated the Closing
Date,
of counsel to the Owner Trustee addressed to each Underwriter, regarding
the due
organization of the Owner Trustee, the due authorization, execution and delivery
by the Owner Trustee of the Trust Agreement, no conflicts or violations of
organizational documents, contracts or laws and other related matters, in
form
and substance satisfactory to counsel to the Underwriters.
S. The
Interest Rate Swap Agreement will be executed and delivered by the Trust
and the
Swap Provider. The Interest Rate Swap Agreement shall have been duly
authenticated by an authorized agent of the Swap Provider, if so required
under
applicable state law or regulations.
All
opinions, letters, evidence and certificates mentioned above or elsewhere in
this Underwriting Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.
If
any
condition specified in this Section VII shall not have been fulfilled when
and
as required to be fulfilled, this Underwriting
Agreement may be terminated by any Underwriter by notice to Renaissance at
any
time on or prior to the Closing Date, and such termination shall be without
liability of any party to any other party except as provided in Section
VIII.
Section
VIII. Payment
of Expenses.
As
between Renaissance and the Underwriters, Renaissance agrees to pay: (a) the
costs incident to the authorization, issuance, sale and delivery of the Offered
Notes and any taxes payable in connection therewith; (b) the cost incident
to
the Underwriters’ due diligence exercises; (c) the costs incident to the
preparation, printing and filing under the Securities Act of the Registration
Statement and any amendments and exhibits thereto; (d) the costs of distributing
the Registration Statement as originally filed and each amendment thereto and
any post-effective amendment thereof (including, in each case, exhibits), the
Pricing Free Writing Prospectus, the Prospectus and any amendment or supplement
to the Prospectus or any document incorporated by reference therein, all as
provided in this Underwriting Agreement; (e) the costs of reproducing and
distributing this Underwriting Agreement; (f) the fees and expenses of
qualifying the Notes under the securities laws of the several jurisdictions
as
provided in Section V(G) hereof and of preparing, printing and distributing
a
Blue Sky Memorandum and a Legal Investment Survey (including related fees and
expenses of counsel to the Underwriters); (g) any fees charged by securities
rating services for rating the Notes; (h) any fees charged by any accounting
firms for comforting any numbers in the Prospectus Supplement and the Pricing
Free Writing Prospectus; (i) the cost of the Interest Rate Swap Agreement
charged by the Swap Provider and (j) all other costs and expenses incident
to
the performance of the obligations of Renaissance (including costs and expenses
of Renaissance’s counsel); provided that, except as provided in this Section
VIII, the Underwriters shall pay their own costs and expenses, including the
costs and expenses of their counsel, any transfer taxes on the Offered Notes
which they may sell and the expenses of advertising any offering of the Notes
made by the Underwriters.
If
this
Underwriting Agreement is terminated by any Underwriter in accordance with
the
provisions of Section VII or Section XI, Renaissance shall reimburse the
Underwriters for all reasonable out of pocket expenses, including fees and
disbursements of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP.
Section
IX. Indemnification
and Contribution.
A. Renaissance
agrees to indemnify and hold harmless each Underwriter and each person, if
any,
who controls such Underwriter, within the meaning of Section 15 of the
Securities Act, from and against any and all loss, claim, damage or liability,
joint or several, or any action in respect thereof (including, but not limited
to, any loss, claim, damage, liability or action relating to purchases and
sales
of the Offered Notes) to which such Underwriter or any such controlling person
may become subject under the Securities Act or otherwise, insofar as such
loss,
claim, damage, liability or action arises out of, or is based upon: (i) any
untrue statement or alleged untrue statement of a material fact contained
in the
Registration Statement, (ii) the omission or alleged omission of a material
fact
required to be stated therein or necessary to make the statements therein
not
misleading, (iii) any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus (including any Static Pool Data referred
to
therein), the Pricing Free Writing Prospectus (including any Static Pool
Data
referred to therein), any ABS Informational and Computational Materials,
Issuer
Free Writing Prospectus or Delta Funding Provided Information used in the
preparation of any Underwriter Free Writing Prospectus or (iv) the omission
or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. Renaissance shall reimburse such Underwriter
and
each such controlling person promptly upon demand for any legal or other
expenses reasonably incurred by such Underwriter or such controlling person
in
connection with investigating, defending or preparing to defend against any
such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that Renaissance shall not be liable in any such case
to the
extent that any such loss, claim, damage, liability or action arises out
of, or
is based upon, any untrue statement or alleged untrue statement, omission
or
alleged omission made (i) in the Prospectus (including any Static Pool Data
referred to therein), the Pricing Free Writing Prospectus (including any
Static
Pool Data referred to therein) or the Registration Statement, in each case,
in
reliance upon and in conformity with written information furnished to
Renaissance by or on behalf of any Underwriter specifically for inclusion
therein or (ii) in the Derived Information, except to the extent such
misstatement or omission arises from a misstatement or omission in the Delta
Funding Provided Information. The foregoing indemnity agreement is in addition
to any liability which Renaissance may otherwise have to the Underwriters
or any
controlling person of the Underwriters.
B. The
Underwriters agree to indemnify and hold harmless Renaissance, each of its
directors, each of its officers who signed the Registration Statement and
each
person, if any, who controls Renaissance within the meaning of Section 15
of the
Securities Act, against any and all loss, claim, damage, liability, or any
action in respect thereof, to which Renaissance or any such director, officer
or
controlling person may become subject, under the Securities Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or
is
based upon: (i) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, (ii) the omission or alleged
omission of a material fact required to be stated therein or necessary to
make
the statements therein not misleading, (iii) any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus (including
any
Static Pool Data referred to therein, the Pricing Free Writing Prospectus
(including any Static Pool Data referred to therein) or any ABS Informational
and Computational Materials or (iv) the omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the untrue statement
or
alleged untrue statement or omission or alleged omission was (a) made in
reliance upon and in conformity with written information furnished to
Renaissance by or on behalf of the Underwriters specifically for inclusion
therein and (b) in the Derived Information, other than a misstatement or
omission arising from a misstatement or omission in the Delta Funding Provided
Information. In such case, the Underwriters shall reimburse Renaissance and
any
such director, officer or controlling person for any legal or other expenses
reasonably incurred by Renaissance or any director, officer or controlling
person in connection with investigating, defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses
are
incurred. The foregoing indemnity agreement is in addition to any liability
which the Underwriters may otherwise have to Renaissance or any such director,
officer or controlling person.
C. Promptly
after receipt by any indemnified party under this Section IX of notice of
any
claim or the commencement of any action, such indemnified party shall, if
a
claim in respect thereof is to be made against any indemnifying party under
this
Section IX, notify the indemnifying party in writing of the claim or the
commencement of that action; provided, however, that the failure to notify
an
indemnifying party shall not relieve it from any liability which it may have
under this Section IX except to the extent it has been materially prejudiced
by
such failure and, provided, further, that the failure to notify any indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section IX.
If
any
such claim or action shall be brought against an indemnified party, and it
shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any
other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from
the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable
to
the indemnified party under this Section IX for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
Any
indemnified party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses
of
such counsel shall be at the expense of such indemnified party unless: (i)
the
employment thereof has been specifically authorized by the indemnifying party
in
writing; (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party
to employ separate counsel or (iii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at
the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, the indemnifying party shall not, in connection
with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations
or
circumstances, be liable for the reasonable fees and expenses of more than
one
separate firm of attorneys (in addition to local counsel) at any time for all
such indemnified parties, which firm shall be designated in writing by the
Underwriters, if the indemnified parties under this Section IX consist of the
Underwriters or any of their controlling persons, or by Renaissance, if the
indemnified parties under this Section IX consist of Renaissance or any of
Renaissance’s directors, officers or controlling persons.
Each
indemnified party, as a condition of the indemnity agreements contained in
Section IX(A) and (B), shall use its best efforts to cooperate with the
indemnifying party in the defense of any such action or claim. No indemnifying
party shall be liable for any settlement of any such action effected without
its
written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability
by
reason of such settlement or judgment.
Notwithstanding
the foregoing paragraph, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees
and
expenses of counsel, the indemnifying party agrees that it shall be liable
for
any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 60 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement.
D. For
purposes of this Underwriting Agreement, as to the Underwriters, “Derived
Information” means the information specified in paragraph (5) of the definition
of “ABS informational and computational materials” in Item 1101(a) of Regulation
AB, which information (i) is not contained in the Prospectus or the Pricing
Free
Writing Prospectus without taking into account information incorporated therein
by reference and (ii) does not constitute Delta Funding Provided Information.
“Delta Funding Provided Information” means any computer tape (or other
information) furnished to any Underwriter by or on behalf of Delta Funding
concerning the assets of the Trust.
E. If
the
indemnification provided for in this Section IX shall for any reason be
unavailable to or insufficient to hold harmless an indemnified party under
Section IX(A) or (B), in respect of any loss, claim, damage, liability, or
any
action in respect thereof, referred to therein, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the
amount
paid or payable by such indemnified party as a result of such loss, claim,
damage, liability, or action in respect thereof (a) if such loss, claim,
damage
or liability does not arise from ABS Informational and Computational Materials
or an Issuer Free Writing Prospectus, (1) in such proportion as shall be
appropriate to reflect the relative benefits received by Renaissance on the
one
hand and the Underwriters on the other from the offering of the Offered Notes
or
(2) if the allocation provided by clause (1) above is not permitted by
applicable law or if the indemnified party failed to give the notice required
under Section IX(C), in such proportion as is appropriate to reflect not
only
the relative benefits referred to in clause (1) above but also the relative
fault of Renaissance on the one hand and the Underwriters on the other with
respect to the statements or omissions which resulted if such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations and (b) if such loss, claim, damage or liability
arises
from ABS Informational and Computational Materials or an Issuer Free Writing
Prospectus, in such proportion as is appropriate to reflect the relative
benefits received by Renaissance on the one hand and the Underwriters on
the
other from the offering of the Offered Notes and the relative fault of
Renaissance on the one hand and the Underwriters on the other with respect
to
the statements or omissions which resulted in such loss, claims, damages
or
liability, or actions in respect thereof, as well as any other relevant
equitable consideration.
The
relative benefits of the Underwriters and Renaissance shall be deemed to be
in
such proportions that the Underwriters are responsible for that portion of
such
losses, liabilities, claims, damages and expenses represented by the dollar
amount that the underwriting discount on the cover of the Prospectus, as amended
or supplemented, bears to the initial public offering price as set forth
thereon, and Renaissance shall be responsible for the balance.
The
relative fault of the Underwriters and Renaissance shall be determined by
reference to whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by Renaissance or by the Underwriters, the intent of the parties and
their relative knowledge, access to information and opportunity to correct
or
prevent such statement or omission and other equitable
considerations.
Renaissance
and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this Section IX(E) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable
by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section IX(E) shall be
deemed to include, for purposes of this Section IX(E), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
In
no
case shall any Underwriter be responsible for any amount in excess of the
discount earned by such Underwriter as described on page S-123 of the Prospectus
Supplement, as amended or supplemented. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
F. The
Underwriters confirm that the information set forth in the first sentence
of the
second paragraph under the caption “Underwriting” in the Prospectus Supplement
constitutes the only information furnished in writing to Renaissance by or
on
behalf of the Underwriters specifically for inclusion in the Registration
Statement and the Prospectus.
Section
X. Representations,
Warranties and Agreements to Survive Delivery.
All
representations, warranties and agreements contained in this Underwriting
Agreement or contained in certificates of officers of Renaissance submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Underwriters or controlling
persons thereof, or by or on behalf of Renaissance and shall survive delivery
of
any Notes to the Underwriters.
Section
XI. Termination
of Agreement.
The
Underwriters may terminate this Underwriting Agreement immediately upon notice
to Renaissance, at any time on or prior to the Closing Date if any of the events
or conditions described in Section VII(O) of this Underwriting Agreement shall
occur and be continuing. In the event of any such termination, the covenant
set
forth in Section V(D), the provisions of Section VIII, the indemnity agreement
set forth in Section IX, and the provisions of Sections X, XII and XIV shall
remain in effect.
Section
XII. Delta
Funding’s Obligation.
Delta
Funding agrees with each Underwriter, for the sole and exclusive benefit of
such
Underwriter and each person who controls such Underwriter within the meaning
of
either the Securities Act or the Exchange Act, and not for the benefit of any
assignee thereof or any other person or persons dealing with such Underwriter,
to indemnify and hold harmless each Underwriter and each person who controls
such Underwriter within the meaning of either the Securities Act or the Exchange
Act against any failure by Renaissance to perform any of its obligations under
this Underwriting Agreement. Delta Funding agrees that there are no conditions
precedent to the obligations of Delta Funding hereunder, other than written
demand to Renaissance to perform its obligations under this Underwriting
Agreement.
Section
XIII. Notices.
All
statements, requests, notices and agreements hereunder shall be in writing,
and:
A. if
to the
Underwriters, shall be delivered or sent by mail, telex or facsimile
transmission to: (i) Greenwich Capital Markets, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Legal, Fax: (▇▇▇) ▇▇▇-▇▇▇▇, (ii)
Deutsche Bank Securities Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (iii)
Banc of America Securities LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant General Counsel, Fax:
(▇▇▇) ▇▇▇-▇▇▇▇, (iv) Citigroup Global Markets Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Fax: (▇▇▇) ▇▇▇-▇▇▇▇ and (v) ▇.▇.
▇▇▇▇▇▇ Securities Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇;
B. if
to
Delta Funding, shall be delivered or sent by mail, telex or facsimile
transmission to Delta Funding Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel, Fax: (▇▇▇) ▇▇▇-▇▇▇▇; and
C. if
to
Renaissance, shall be delivered or sent by mail, telex or facsimile transmission
to Renaissance Mortgage Acceptance Corp., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇
▇▇▇▇▇, Attention: General Counsel, Fax: (▇▇▇) ▇▇▇-▇▇▇▇.
Section
XIV. Persons
Entitled to the Benefit of this Underwriting Agreement.
This
Underwriting Agreement shall inure to the benefit of and be binding upon the
Underwriters and Renaissance, and their respective successors. This Underwriting
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except that the representations, warranties, indemnities and
agreements contained in this Underwriting Agreement shall also be deemed to
be
for the benefit of the person or persons, if any, who control any Underwriter
within the meaning of Section 15 of the Securities Act, and for the benefit
of
directors of Renaissance, officers of Renaissance who have signed the
Registration Statement and any person controlling Renaissance within the meaning
of Section 15 of the Securities Act. Nothing in this Underwriting Agreement
is
intended or shall be construed to give any person, other than the persons
referred to in this Section XIV, any legal or equitable right, remedy or claim
under or in respect of this Underwriting Agreement or any provision contained
herein.
Section
XV. Survival.
The
respective indemnities, representations, warranties and agreements of
Renaissance, Delta Funding and the Underwriters contained in this Underwriting
Agreement, or made by or on behalf of any of them pursuant to this Underwriting
Agreement, shall survive the delivery of and payment for the Notes and shall
remain in full force and effect, regardless of any investigation made by or
on
behalf of any of them or any person controlling any of them.
Section
XVI. Definition
of the Term “Business Day”.
For
purposes of this Underwriting Agreement, “Business Day” means any day on which
the New York Stock Exchange, Inc. is open for trading.
Section
XVII. Governing
Law.
This
Underwriting Agreement shall be governed by and construed in accordance with
the
laws of the State of New York.
Section
XVIII. Counterparts.
This
Underwriting Agreement may be executed in counterparts and, if executed in
more
than one counterpart, the executed counterparts shall each be deemed to be
an
original but all such counterparts shall together constitute one and the same
instrument.
Section
XIX Headings.
The
headings herein are inserted for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this
Underwriting Agreement.
If
the
foregoing correctly sets forth the agreement among Delta Funding, Renaissance
and the Underwriters, please indicate your acceptance in the space provided
for
that purpose below.
|
Very
truly yours,
|
|||||||||||||
|
RENAISSANCE
MORTGAGE ACCEPTANCE CORP.
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
DELTA
FUNDING CORPORATION
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
||||||||||||
|
Title:
|
Senior
Vice President
|
||||||||||||
|
CONFIRMED
AND ACCEPTED,
as
of the date first above written:
|
|||||||||||||
|
GREENWICH
CAPITAL MARKETS, INC.
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇ ▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇
▇▇▇▇▇
|
||||||||||||
|
Title:
|
Senior
Vice President
|
||||||||||||
|
DEUTSCHE
BANK SECURITIES INC.
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
||||||||||||
|
Title:
|
Director
|
||||||||||||
|
BANC
OF AMERICA SECURITIES LLC
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇ ▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇
▇▇▇▇▇
|
||||||||||||
|
Title:
|
Principal
|
||||||||||||
|
CITIGROUP
GLOBAL MARKETS INC.
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
▇.▇.
▇▇▇▇▇▇ SECURITIES INC.
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇ ▇. ▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇
▇. ▇▇▇▇▇
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
SCHEDULE
A
Class
AV-1 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
13,760,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
13,760,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
2,293,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
2,293,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
2,293,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
34,400,000
|
|||||||
Class
AV-2 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
9,560,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
9,560,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
1,593,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
1,593,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
1,593,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
23,900,000
|
|||||||
Class
AV-3 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
6,680,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
6,680,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
1,113,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
1,113,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
1,113,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
16,700,000
|
|||||||
Class
AF-1 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
70,880,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
70,880,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
11,813,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
11,813,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
11,813,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
177,200,000
|
|||||||
Class
AF-2 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
16,640,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
16,640,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
2,773,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
2,773,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
2,773,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
41,600,000
|
|||||||
Class
AF-3 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
40,320,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
40,320,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
6,720,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
6,720,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
6,720,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
100,800,000
|
|||||||
Class
AF-4 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
12,520,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
12,520,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
2,086,667
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
2,086,667
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
2,086,667
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
31,300,000
|
|||||||
Class
AF-5 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
20,264,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
20,264,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
3,377,467
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
3,377,467
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
3,377,467
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
50,662,000
|
|||||||
Class
AF-6 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
14,000,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
14,000,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
2,333,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
2,333,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
2,333,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
35,000,000
|
|||||||
Class
M-1 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
8,125,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
8,125,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
1,354,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
1,354,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
1,354,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
20,313,000
|
|||||||
Class
M-2 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
7,625,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
7,625,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
1,270,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
1,270,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
1,270,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
19,063,000
|
|||||||
Class
M-3 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
4,625,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
4,625,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
770,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
770,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
770,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
11,563,000
|
|||||||
Class
M-4 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
3,874,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
3,874,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
645,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
645,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
645,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
9,687,000
|
|||||||
Class
M-5 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
3,500,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
3,500,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
583,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
583,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
583,333
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
8,750,000
|
|||||||
Class
M-6 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
3,124,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
3,124,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
520,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
520,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
520,800
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
7,812,000
|
|||||||
Class
M-7 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
3,000,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
3,000,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
500,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
500,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
500,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
7,500,000
|
|||||||
Class
M-8 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
2,375,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
2,375,200
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
395,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
395,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
395,867
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
5,938,000
|
|||||||
Class
M-9 Notes
|
Underwriter
|
Principal
Amount
|
Discount
|
Purchase
Price
|
||||||
|
Greenwich
Capital Markets, Inc.
|
$
|
2,500,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Deutsche
Bank Securities Inc.
|
$
|
2,500,000
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Citigroup
Global Markets Inc.
|
$
|
416,667
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Banc
of America Securities LLC
|
$
|
416,667
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
▇.▇.
▇▇▇▇▇▇ Securities Inc.
|
$
|
416,667
|
0.2500
|
%
|
99.7500
|
%
|
|||
|
Total:
|
$
|
6,250,000
|
|||||||