Investor Information. Each Underwriter represents and agrees with the Sponsor that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor may prepare and have provided, to prospective investors in connection with its offering of the 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 Notes and/or the Mortgage Loans and contains information described in the definition of “ABS informational and computational materials in Item 1101(a) of Regulation AB but which does not include information described in paragraph (5) of such definition and 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 delivered 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 the Sponsor) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and (y) such Underwriter shall deliver a copy of the proposed ABS Informational and Computational Materials or Issuer Free Writing Prospectus, not otherwise provided by the Sponsor, to the Sponsor and its counsel at least 24 hours prior to the anticipated first use. Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, an Underwriter shall not convey 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 the Sponsor’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 the Sponsor) 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 delivered 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 the Sponsor) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing Prospectus. C. The Underwriters shall provide to the Sponsor any ABS Informational and Computational Materials, not otherwise provided by the Sponsor, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, with a letter, reasonably acceptable to the Underwriters and the Sponsor, from Deloitte & Touche LLP with regard to such ABS Informational and Computational Materials, no later than the two Business Days following the date such ABS Informational and Computational Materials 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 the Sponsor in hard copy and on computer disk. D. In the event that any Underwriter or the Sponsor becomes aware that, as of the time of the Contract of Sale, any Free Writing Prospectus delivered to a purchaser of a Security 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 the Sponsor, 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 Sponsor agrees to reimburse such Underwriter for such costs promptly. Each Underwriter agrees to use reasonable efforts to mitigate such costs. (1) If such Defective Free Writing Prospectus is an Issuer Free Writing Prospectus, the Sponsor shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing Prospectus; (3) The Underwriters shall notify such purchaser in a prominent fashion that the prior agreement to purchase 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 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 0-000-000-0000. 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 the Sponsor and the Depositor 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 (A) the result of untrue statements or omissions in the Sponsor-Provided Information (as defined in Section 9(G)) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus or (y) that the Pricing Free Writing Prospectus or 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.
Appears in 3 contracts
Samples: Underwriting Agreement (Accredited Mortgage Loan REIT Trust), Underwriting Agreement (Accredited Mortgage Loan Trust 2006-2), Underwriting Agreement (Accredited Mortgage Loan REIT Trust)
Investor Information. Each Underwriter represents and agrees with the Sponsor Renaissance that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor 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 materials” in Item 1101(a) of Regulation AB AB, but which does not include information described in paragraph (5) of such definition and 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and 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 the SponsorRenaissance, to the Sponsor Renaissance and its counsel at least 24 hours prior to the anticipated first useuse 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 the SponsorRenaissance’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 the SponsorRenaissance) 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to in connection with such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing ProspectusProspectuses.
C. The Underwriters shall provide to the Sponsor Renaissance any ABS Informational and Computational MaterialsMaterials and Issuer Free Writing Prospectuses, not otherwise provided by the SponsorRenaissance, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, together with a letter, reasonably acceptable to the Underwriters and the SponsorRenaissance, from Deloitte & Touche LLP with regard to such ABS Informational and Computational MaterialsMaterials 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 the Sponsor Renaissance in hard copy and on computer disk.
D. In the event that any Underwriter or the Sponsor 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 a Security 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 the SponsorRenaissance, 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 Sponsor Issuer agrees to reimburse such Underwriter for such costs promptlypromptly 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) If such Defective Free Writing Prospectus is The party responsible for the information to be corrected, if requested by Renaissance or an Issuer Free Writing ProspectusUnderwriter, the Sponsor as applicable, shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a an Offered Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing ProspectusNotes;
(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 XXXXX EXXXX on the SEC Web site at xxx.xxx.xxxwxx.xxx.xxx. 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 0-000-000(000)000-0000.
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 the Sponsor and the Depositor 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 (A) the result of untrue statements or omissions in the Sponsor-Delta Funding Provided Information (as defined in Section 9(G)below) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus 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.
Appears in 1 contract
Samples: Underwriting Agreement (Renaissance Home Equity Loan Trust 2006-3)
Investor Information. Each Underwriter represents and agrees with the Sponsor that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor may prepare and have provided, to prospective investors in connection with its offering of the 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, 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 Notes and/or the Mortgage Loans and contains information described in the definition of “ABS informational and computational materials materials” in Item 1101(a) of Regulation AB but which does not include information described in paragraph (5) of such definition and 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,” and any ABS Informational and Computational Material, Issuer Free Writing Prospectus and Underwriter Free Writing Prospectus shall be referred to herein as a “Free Writing Prospectus”), subject to the following conditions:
A. (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 delivered 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 the Sponsor) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and (y) such Underwriter shall deliver a copy of the proposed ABS Informational and Computational Materials or Issuer Free Writing Prospectus, not otherwise provided by the Sponsor, to the Sponsor and its counsel at least 24 hours prior to the anticipated first use. Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, an Underwriter shall not convey 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 the Sponsor’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. (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 the Sponsor) 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 delivered 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 the Sponsor) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing Prospectus.
C. (c) The Underwriters shall provide to the Sponsor any ABS Informational and Computational Materials, not otherwise provided by the Sponsor, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, with a letter, reasonably acceptable to the Underwriters and the Sponsor, from Deloitte & Touche LLP with regard to such ABS Informational and Computational Materials, no later than the two Business Days following the date such ABS Informational and Computational Materials 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 the Sponsor in hard copy and on computer disk.
D. (d) In the event that any Underwriter or the Sponsor becomes aware that, as of the time of the Contract of Sale, any Free Writing Prospectus delivered to a purchaser of a Security Note 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 the Sponsor, as applicable, shall notify the other parties to this Agreement thereof within one business day after discovery. If the untrue statement or omission from the Defective Free Writing Prospectus was not contained in or omitted from any Derived Information in such Defective Free Writing Prospectus and if any Underwriter shall incur any costs in connection with the reformation or termination of the Contract of Sale, the Sponsor agrees to reimburse such Underwriter for such costs promptly. Each Underwriter agrees to use reasonable efforts to mitigate such costs.
(1i) If such Defective Free Writing Prospectus is an Issuer Free Writing Prospectus, the Sponsor shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2ii) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing Prospectus;
(3) The Underwriters shall notify such purchaser in a prominent fashion that the prior agreement to purchase Notes has been terminated, and of such purchaser’s rights as a result of termination of such agreement; and
(4iii) The Underwriters shall provide such purchaser with an opportunity adequate disclosure of the contractual arrangement and of such purchaser’s rights under the existing Contract of Sale at the time termination is sought; and
(iv) The Underwriters shall provide such purchaser a meaningful ability to affirmatively agree elect to purchase such Notes terminate or not to terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale, in each case, based on the terms described description of the Notes and the offering set forth in the Corrected Free Writing Prospectus.
E. (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. (i) The issuer depositor 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 base prospectus in that registration statement and other documents the issuer depositor has filed with the SEC for more complete information about the issuer depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, the issuerdepositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000.
2. (ii) 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. (iii) The information in this free writing prospectus is preliminary and is subject to completion or change.
4. (iv) 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. (v) 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. (vi) Neither the issuer of the securities depositor 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 depositor or its affiliates.
7. (vii) 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. (viii) 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. (i) The Underwriters furnishing such ABS Informational and Computational Materials represent to the Sponsor and the Depositor that the Derived Information included in the ABS Informational and Computational Materials or Underwriter Free Writing Prospectus of such Underwriter does not contain an untrue statement of a material fact or, when read in conjunction with the Pricing Free Writing 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 (A) the result of untrue statements or omissions in the Sponsor-Provided Information (as defined in Section 9(G6(f)(ii)) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus or (y) that the Pricing Free Writing Prospectus or 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 misleadingmisleading (except with respect to the Underwriters’ Information defined in Section 8(a) below). 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.
(ii) For purposes of this Underwriting Agreement, the term “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 such Derived Information to the extent incorporated therein by reference and (ii) does not constitute Sponsor-Provided Information. “Sponsor-Provided Information” means any computer tape (or other information) furnished to any Underwriter by or on behalf of the Sponsor concerning the assets of the Issuing Entity.
Appears in 1 contract
Samples: Underwriting Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1)
Investor Information. Each Underwriter represents and agrees with the Sponsor Renaissance that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor 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 materials” in Item 1101(a) of Regulation AB AB, but which does not include information described in paragraph (5) of such definition and 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and 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 the SponsorRenaissance, to the Sponsor Renaissance and its counsel at least 24 hours prior to the anticipated first useuse 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 the SponsorRenaissance’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 the SponsorRenaissance) 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to in connection with such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing ProspectusProspectuses.
C. The Underwriters shall provide to the Sponsor Renaissance any ABS Informational and Computational MaterialsMaterials and Issuer Free Writing Prospectuses, not otherwise provided by the SponsorRenaissance, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, together with a letter, reasonably acceptable to the Underwriters and the SponsorRenaissance, from Deloitte & Touche LLP with regard to such ABS Informational and Computational MaterialsMaterials 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 the Sponsor Renaissance in hard copy and on computer disk.
D. In the event that any Underwriter or the Sponsor 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 a Security 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 the SponsorRenaissance, 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 Sponsor Issuer agrees to reimburse such Underwriter for such costs promptlypromptly 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) If such Defective Free Writing Prospectus is The party responsible for the information to be corrected, if requested by Renaissance or an Issuer Free Writing ProspectusUnderwriter, the Sponsor as applicable, shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a an Offered Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing ProspectusNotes;
(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 XXXXX EXXXX on the SEC Web site at xxx.xxx.xxxwxx.xxx.xxx. 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 0-000800-000-0000.
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 the Sponsor and the Depositor 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 (A) the result of untrue statements or omissions in the Sponsor-Delta Funding Provided Information (as defined in Section 9(G)below) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus 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.
Appears in 1 contract
Samples: Underwriting Agreement (Renaissance Home Equity Loan Trust 2006-4)
Investor Information. Each Underwriter represents and agrees with the Sponsor Renaissance that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor 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 materials” in Item 1101(a) of Regulation AB AB, but which does not include information described in paragraph (5) of such definition and 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and 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 the SponsorRenaissance, to the Sponsor Renaissance and its counsel at least 24 hours prior to the anticipated first useuse 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. An Underwriter can distribute an Issuer Free Writing Prospectus without Renaissance’s consent so long as such written communication contains no more than the following: (1) information included in the Issuer Free Writing Prospectus (except as provided in clauses (2) through (4) below), (2) information relating to the class, size, rating, price, CUSIPS, coupon, yield, spread, benchmark, status and/or legal maturity date of the Certificates, the weighted average life, expected final payment date, the trade date and payment window of one or more classes of Offered Notes, (3) the eligibility of the Offered Notes to be purchased by XXXXX plans and (4) a column or other entry showing the status of the subscriptions for the Offered Notes (both for the issuance as a whole and for the Underwriter's retention) and/or expected pricing parameters of the Offered Notes provided, that to the extent any of the information in clauses (2) through (4) constitutes a description of the terms of the securities other than information permitted under Rule 134, then such information will be included in a description of the final terms of the securities that is filed under the Pricing Free Writing Prospectus. If an Underwriter does not furnish ABS Informational and Computational Materials or an Issuer Free Writing Prospectus to the SponsorRenaissance’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 the SponsorRenaissance) 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to in connection with such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate distribute any Underwriter Free Writing ProspectusProspectuses in a manner reasonably designed to lead to its broad unrestricted dissemination.
C. The Underwriters shall provide to the Sponsor Renaissance any ABS Informational and Computational MaterialsMaterials and Issuer Free Writing Prospectuses, not otherwise provided by the SponsorRenaissance, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, together with a letter, reasonably acceptable to the Underwriters and the SponsorRenaissance, from Deloitte & Touche LLP with regard to such ABS Informational and Computational MaterialsMaterials 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 the Sponsor Renaissance in hard copy and on computer disk.
D. In the event that any Underwriter or the Sponsor 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 a Security 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 the SponsorRenaissance, 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 Sponsor Issuer agrees to reimburse such Underwriter for such costs promptlypromptly 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) If such Defective Free Writing Prospectus is The party responsible for the information to be corrected, if requested by Renaissance or an Issuer Free Writing ProspectusUnderwriter, the Sponsor as applicable, shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a an Offered Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing ProspectusNotes;
(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 (other than Bloomberg communications, which will only contain the legend set forth in clause (1) below) 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 0-000-000-0000.
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 the Sponsor and the Depositor 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 (A) the result of untrue statements or omissions in the Sponsor-Delta Funding Provided Information (as defined in Section 9(G)below) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus 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.
Appears in 1 contract
Samples: Underwriting Agreement (Renaissance Home Equity Loan Trust 2007-1)
Investor Information. Each Underwriter represents and agrees with the Sponsor that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor may prepare and have provided, to prospective investors in connection with its offering of the 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, 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 Notes and/or the Mortgage Loans and contains information described in the definition of “ABS informational and computational materials materials” in Item 1101(a) of Regulation AB but which does not include information described in paragraph (5) of such definition and 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,” and any ABS Informational and Computational Material, Issuer Free Writing Prospectus and Underwriter Free Writing Prospectus shall be referred to herein as a “Free Writing Prospectus”), subject to the following conditions:
A. (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 delivered 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 the Sponsor) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and (y) such Underwriter shall deliver a copy of the proposed ABS Informational and Computational Materials or Issuer Free Writing Prospectus, not otherwise provided by the Sponsor, to the Sponsor and its counsel at least 24 hours prior to the anticipated first use. Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, an Underwriter shall not convey 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 the Sponsor’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. (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 the Sponsor) 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 delivered 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 the Sponsor) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing Prospectus.
C. (c) The Underwriters shall provide to the Sponsor any ABS Informational and Computational Materials, not otherwise provided by the Sponsor, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, with a letter, reasonably acceptable to the Underwriters and the Sponsor, from Deloitte & Touche LLP with regard to such ABS Informational and Computational Materials, no later than the two Business Days following the date such ABS Informational and Computational Materials 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 the Sponsor in hard copy and on computer disk.
D. (d) In the event that any Underwriter or the Sponsor becomes aware that, as of the time of the Contract of Sale, any Free Writing Prospectus delivered to a purchaser of a Security Note 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 the Sponsor, as applicable, shall notify the other parties to this Agreement thereof within one business day after discovery. If the untrue statement or omission from the Defective Free Writing Prospectus was not contained in or omitted from any Derived Information in such Defective Free Writing Prospectus and if any Underwriter shall incur any costs in connection with the reformation or termination of the Contract of Sale, the Sponsor agrees to reimburse such Underwriter for such costs promptly. Each Underwriter agrees to use reasonable efforts to mitigate such costs.
(1i) If such Defective Free Writing Prospectus is an Issuer Free Writing Prospectus, the Sponsor shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2ii) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing Prospectus;
(3iii) The Underwriters shall notify such purchaser in a prominent fashion that the prior agreement to purchase Notes has been terminated, and of such purchaser’s rights as a result of termination of such agreement; and
(4iv) The Underwriters shall provide such purchaser with an opportunity to affirmatively agree to purchase such Notes on the terms described in the Corrected Free Writing Prospectus.
E. (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. (i) The issuer depositor 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 base prospectus in that registration statement and other documents the issuer depositor has filed with the SEC for more complete information about the issuer depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, the issuerdepositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000.
2. (ii) 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. (iii) The information in this free writing prospectus is preliminary and is subject to completion or change.
4. (iv) 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. (v) 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. (vi) Neither the issuer of the securities depositor 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 depositor or its affiliates.
7. (vii) 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. (viii) 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. (i) The Underwriters furnishing such ABS Informational and Computational Materials represent to the Sponsor and the Depositor that the Derived Information included in the ABS Informational and Computational Materials or Underwriter Free Writing Prospectus of such Underwriter does not contain an untrue statement of a material fact or, when read in conjunction with the Pricing Free Writing 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 (A) the result of untrue statements or omissions in the Sponsor-Provided Information (as defined in Section 9(G6(f)(ii)) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus or (y) that the Pricing Free Writing Prospectus or 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 misleadingmisleading (except with respect to the Underwriters’ Information defined in Section 8(a) below). 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.
(ii) For purposes of this Underwriting Agreement, the term “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 such Derived Information to the extent incorporated therein by reference and (ii) does not constitute Sponsor-Provided Information. “Sponsor-Provided Information” means any computer tape (or other information) furnished to any Underwriter by or on behalf of the Sponsor concerning the assets of the Trust.
Appears in 1 contract
Investor Information. Each Underwriter represents and agrees with the Sponsor that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the Sponsor) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor may prepare and have provided, to prospective investors in connection with its offering of the 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, 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 Notes and/or the Mortgage Loans and contains information described in the definition of “ABS informational and computational materials materials” in Item 1101(a) of Regulation AB but which does not include information described in paragraph (5) of such definition and 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,” and any ABS Informational and Computational Material, Issuer Free Writing Prospectus and Underwriter Free Writing Prospectus shall be referred to herein as a “Free Writing Prospectus”), subject to the following conditions:
A. (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 delivered 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 the Sponsor) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and (y) such Underwriter shall deliver a copy of the proposed ABS Informational and Computational Materials or Issuer Free Writing Prospectus, not otherwise provided by the Sponsor, to the Sponsor and its counsel at least 24 hours prior to the anticipated first use. Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, an Underwriter shall not convey 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 the Sponsor’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. (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 the Sponsor) 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 delivered 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 the Sponsor) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing Prospectus.
C. (c) The Underwriters shall provide to the Sponsor any ABS Informational and Computational Materials, not otherwise provided by the Sponsor, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, with a letter, reasonably acceptable to the Underwriters and the Sponsor, from Deloitte & Touche LLP with regard to such ABS Informational and Computational Materials, no later than the two Business Days following the date such ABS Informational and Computational Materials 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 the Sponsor in hard copy and on computer disk.
D. (d) In the event that any Underwriter or the Sponsor becomes aware that, as of the time of the Contract of Sale, any Free Writing Prospectus delivered to a purchaser of a Security Note 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 the Sponsor, as applicable, shall notify the other parties to this Agreement thereof within one business day after discovery. If the untrue statement or omission from the Defective Free Writing Prospectus was not contained in or omitted from any Derived Information in such Defective Free Writing Prospectus and if any Underwriter shall incur any costs in connection with the reformation or termination of the Contract of Sale, the Sponsor agrees to reimburse such Underwriter for such costs promptly. Each Underwriter agrees to use reasonable efforts to mitigate such costs.
(1i) If such Defective Free Writing Prospectus is an Issuer Free Writing Prospectus, the Sponsor shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2ii) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing Prospectus;
(3) The Underwriters shall notify such purchaser in a prominent fashion that the prior agreement to purchase Notes has been terminated, and of such purchaser’s rights as a result of termination of such agreement; and
(4iii) The Underwriters shall provide such purchaser with an opportunity adequate disclosure of the contractual arrangement and of such purchaser’s rights under the existing Contract of Sale at the time termination is sought; and
(iv) The Underwriters shall provide such purchaser a meaningful ability to affirmatively agree elect to purchase such Notes terminate or not to terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale, in each case, based on the terms described description of the Notes and the offering set forth in the Corrected Free Writing Prospectus.
E. (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. (i) The issuer depositor 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 base prospectus in that registration statement and other documents the issuer depositor has filed with the SEC for more complete information about the issuer depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, the issuerdepositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000.
2. (ii) 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. (iii) The information in this free writing prospectus is preliminary and is subject to completion or change.
4. (iv) 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. (v) 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. (vi) Neither the issuer of the securities depositor 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 depositor or its affiliates.
7. (vii) 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. (viii) 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. (i) The Underwriters furnishing such ABS Informational and Computational Materials represent to the Sponsor and the Depositor that the Derived Information included in the ABS Informational and Computational Materials or Underwriter Free Writing Prospectus of such Underwriter does not contain an untrue statement of a material fact or, when read in conjunction with the Pricing Free Writing 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 (A) the result of untrue statements or omissions in the Sponsor-Provided Information (as defined in Section 9(G6(f)(ii)) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus or (y) that the Pricing Free Writing Prospectus or 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 misleadingmisleading (except with respect to the Underwriters’ Information defined in Section 8(a) below). 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.
(ii) For purposes of this Underwriting Agreement, the term “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 such Derived Information to the extent incorporated therein by reference and (ii) does not constitute Sponsor-Provided Information. “Sponsor-Provided Information” means any computer tape (or other information) furnished to any Underwriter by or on behalf of the Sponsor concerning the assets of the Trust.
Appears in 1 contract
Samples: Underwriting Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H4)
Investor Information. Each Underwriter represents and agrees with the Sponsor Renaissance that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to entering into any “"contract of sale” " as defined in Rule 159 of the Securities Act (each a “"Contract of Sale”"), the Underwriter has delivered, or prior to entering into any Contract of Sale, the Underwriter has conveyed the Pricing Free Writing Preliminary Prospectus to each prospective investor. Each Underwriter shall keep sufficient records to document its conveyance of the Pricing Free Writing Preliminary 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, the Sponsor 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 information described in paragraph (5) of such definition and 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 delivered conveyed the Pricing Free Writing Preliminary Prospectus to such potential investor not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and 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 the SponsorRenaissance, to the Sponsor Renaissance and its counsel at least 24 hours prior to the anticipated first useuse 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 the Sponsor’s 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 the SponsorRenaissance) 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 delivered conveyed the Pricing Free Writing Preliminary Prospectus to such potential investor not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Preliminary Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to in connection with such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate any Underwriter Free Writing ProspectusProspectuses.
C. The Underwriters shall provide to the Sponsor Renaissance any ABS Informational and Computational MaterialsMaterials and Issuer Free Writing Prospectuses, not otherwise provided by the SponsorRenaissance, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, with a letter, reasonably acceptable to the Underwriters and the SponsorRenaissance, from Deloitte & Touche LLP [o] with regard to such ABS Informational and Computational Materials, 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 the Sponsor Renaissance in hard copy and on computer disk.
D. In the event that any Underwriter or the Sponsor 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 a Security 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 the SponsorRenaissance, 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 Sponsor agrees to reimburse such Underwriter for such costs promptly. Each Underwriter agrees to use reasonable efforts to mitigate such costs.
(1) If such Defective Free Writing Prospectus is The party responsible for the information to be corrected, if requested by Renaissance or an Issuer Free Writing ProspectusUnderwriter, the Sponsor as applicable, shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “"Corrected Free Writing Prospectus”");
(2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a an Offered Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing ProspectusNotes;
(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 '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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 0-000-000-0000[telephone number].
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 the Sponsor and the Depositor 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 (A) the result of untrue statements or omissions in the Sponsor-Delta Funding Provided Information (as defined in Section 9(G)below) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus or (y) that the Pricing Free Writing Prospectus or 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 Preliminary Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Renaissance Mortgage Acceptance Corp)
Investor Information. Each Underwriter represents and agrees with the Sponsor Renaissance that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor Renaissance may prepare and have provided, to prospective investors in connection with its offering of the Notes Offered Certificates (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 Notes Offered Certificates and/or the Mortgage Loans and contains information described in paragraphs (1) – (3) of the definition of “ABS informational and computational materials materials” in Item 1101(a) of Regulation AB AB, but which does not include information described in paragraph (5) of such definition and 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and 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 the SponsorRenaissance, to the Sponsor Renaissance and its counsel at least 24 hours prior to the anticipated first useuse 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 NotesCertificates, 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. An Underwriter can distribute an Issuer Free Writing Prospectus without Renaissance’s consent so long as such written communication contains no more than the following: (1) information included in the Issuer Free Writing Prospectus (except as provided in clauses (2) through (4) below), (2) information relating to the class, size, rating, price, CUSIPS, coupon, yield, spread, benchmark, status and/or legal maturity date of the Certificates, the weighted average life, expected final payment date, the trade date and payment window of one or more classes of Offered Certificates, (3) the eligibility of the Offered Certificates to be purchased by XXXXX plans and (4) a column or other entry showing the status of the subscriptions for the Offered Certificates (both for the issuance as a whole and for the Underwriter's retention) and/or expected pricing parameters of the Offered Certificates provided, that to the extent any of the information in clauses (2) through (4) constitutes a description of the terms of the securities other than information permitted under Rule 134, then such information will be included in a description of the final terms of the securities that is filed under the Pricing Free Writing Prospectus. If an Underwriter does not furnish ABS Informational and Computational Materials or an Issuer Free Writing Prospectus to the SponsorRenaissance’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 the SponsorRenaissance) 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to in connection with such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate distribute any Underwriter Free Writing ProspectusProspectuses in a manner reasonably designed to lead to its broad unrestricted dissemination.
C. The Underwriters shall provide to the Sponsor Renaissance any ABS Informational and Computational MaterialsMaterials and Issuer Free Writing Prospectuses, not otherwise provided by the SponsorRenaissance, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, together with a letter, reasonably acceptable to the Underwriters and the SponsorRenaissance, from Deloitte & Touche LLP with regard to such ABS Informational and Computational MaterialsMaterials 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 the Sponsor Renaissance in hard copy and on computer disk.
D. In the event that any Underwriter or the Sponsor 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 a Security 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 the SponsorRenaissance, 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 Sponsor Issuer agrees to reimburse such Underwriter for such costs promptlypromptly 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) If such Defective Free Writing Prospectus is The party responsible for the information to be corrected, if requested by Renaissance or an Issuer Free Writing ProspectusUnderwriter, the Sponsor as applicable, shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a an Offered Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing ProspectusCertificates;
(3) The Underwriters shall notify such purchaser in a prominent fashion that the prior agreement to purchase Notes Offered Certificates 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 Notes Offered Certificates 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 (other than Bloomberg communications, which will only contain the legend set forth in clause (1) below) 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 0-000-000-0000.
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 the Sponsor and the Depositor 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 (A) the result of untrue statements or omissions in the Sponsor-Delta Funding Provided Information (as defined in Section 9(G)below) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus 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.
Appears in 1 contract
Samples: Underwriting Agreement (Renaissance Home Equity Loan Trust 2007-3)
Investor Information. Each Underwriter represents and agrees with the Sponsor Renaissance that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and the SponsorRenaissance) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has delivered, or prior to entering into any 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, the Sponsor 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 materials” in Item 1101(a) of Regulation AB AB, but which does not include information described in paragraph (5) of such definition and 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or the Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investor prior to such Contract of Sale and 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 the SponsorRenaissance, to the Sponsor Renaissance and its counsel at least 24 hours prior to the anticipated first useuse 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. An Underwriter can distribute an Issuer Free Writing Prospectus without Renaissance’s consent so long as such written communication contains no more than the following: (1) information included in the Issuer Free Writing Prospectus (except as provided in clauses (2) through (4) below), (2) information relating to the class, size, rating, price, CUSIPS, coupon, yield, spread, benchmark, status and/or legal maturity date of the Certificates, the weighted average life, expected final payment date, the trade date and payment window of one or more classes of Offered Notes, (3) the eligibility of the Offered Notes to be purchased by XXXXX plans and (4) a column or other entry showing the status of the subscriptions for the Offered Notes (both for the issuance as a whole and for the Underwriter's retention) and/or expected pricing parameters of the Offered Notes provided, that to the extent any of the information in clauses (2) through (4) constitutes a description of the terms of the securities other than information permitted under Rule 134, then such information will be included in a description of the final terms of the securities that is filed under the Pricing Free Writing Prospectus. If an Underwriter does not furnish ABS Informational and Computational Materials or an Issuer Free Writing Prospectus to the SponsorRenaissance’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 the SponsorRenaissance) 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 delivered 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 the SponsorRenaissance) to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to such Contract of Sale and (y) to an investor after a Contract of Sale; provided, that such Underwriter has delivered conveyed the Pricing Free Writing Prospectus to such investor not less than 24 hours (or such shorter time as may be agreed between such Underwriter and the Sponsor) prior to such Contract of Sale or such Underwriter has conveyed the Pricing Free Writing Prospectus to such potential investors prior to in connection with such Contract of Sale. Each Underwriter agrees that it shall not broadly disseminate distribute any Underwriter Free Writing ProspectusProspectuses in a manner reasonably designed to lead to its broad unrestricted dissemination.
C. The Underwriters shall provide to the Sponsor Renaissance any ABS Informational and Computational MaterialsMaterials and Issuer Free Writing Prospectuses, not otherwise provided by the SponsorRenaissance, which are provided to investors, together, in the case of any ABS Informational and Computational Materials, together with a letter, reasonably acceptable to the Underwriters and the SponsorRenaissance, from Deloitte & Touche LLP with regard to such ABS Informational and Computational MaterialsMaterials 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 the Sponsor Renaissance in hard copy and on computer disk.
D. In the event that any Underwriter or the Sponsor 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 a Security 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 the SponsorRenaissance, 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 Sponsor Issuer agrees to reimburse such Underwriter for such costs promptlypromptly 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) If such Defective Free Writing Prospectus is The party responsible for the information to be corrected, if requested by Renaissance or an Issuer Free Writing ProspectusUnderwriter, the Sponsor as applicable, shall prepare an Issuer Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus, and if such Defective Free Writing Prospectus is an Underwriter Free Writing Prospectus, the Underwriter shall prepare an Underwriter Free Writing Prospectus with corrective information that corrects the material misstatement in or omission from such Defective Free Writing Prospectus (each such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”);
(2) The Underwriters shall deliver the Corrected Free Writing Prospectus to each purchaser of a an Offered Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Offered Notes and the terms of which have been revised in the Corrected Free Writing ProspectusNotes;
(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 (other than Bloomberg communications, which will only contain the legend set forth in clause (1) below) 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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 0-000-000-0000.
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 the Sponsor and the Depositor 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 (A) the result of untrue statements or omissions in the Sponsor-Delta Funding Provided Information (as defined in Section 9(G)below) or (B) also set forth in or omitted from the Pricing Free Writing Prospectus or the Prospectus 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.
Appears in 1 contract
Samples: Underwriting Agreement (Renaissance Home Equity Loan Trust 2007-2)