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Exhibit 1.1
UNDERWRITING AGREEMENT
New York, New York
December 8, 2005
Credit Suisse First Boston LLC
Barclays Capital Inc.
Deutsche Bank Securities, Inc.
Greenwich Capital Markets, Inc.
UBS Securities LLC
Ladies and Gentlemen:
Fremont Mortgage Securities Corporation, a Delaware corporation
(the
"Company"), proposes to sell to the underwriters named in Schedule
II hereto
(collectively, the "Underwriters" and each, an "Underwriter") the
principal
amount of the Fremont Home Loan Trust 2005-E, Mortgage-Backed
Certificates,
Series 2005-E, identified in Schedule I hereto (the "Securities"),
to be issued
under a pooling and servicing agreement, to be dated as of December
1, 2005 (the
"Pooling and Servicing Agreement"), among the Company, as
depositor, Fremont
Investment & Loan, as originator and servicer (the "Servicer"),
Wells Fargo
Bank, N.A., as master servicer and trust administrator and HSBC
Bank USA,
National Association, as trustee (the "Trustee").
Each
class of Securities listed in Schedule I hereto will represent
an
undivided beneficial ownership interest in the Fremont Home Loan
Trust 2005-E
(the "Trust"). The assets of the Trust will include, among other
things, a pool
of conventional fixed and adjustable rate, one- to four-family
first and second
lien residential mortgage loans (the "Mortgage Loans") transferred
to the
Company pursuant to a mortgage loan purchase agreement, dated as of
December 1,
2005 (the "Mortgage Loan Purchase Agreement"), between Fremont
Investment & Loan
("Fremont") and the Company, and by the Company to the Trust
pursuant to the
Pooling and Servicing Agreement. This Underwriting Agreement shall
hereinafter
be referred to as the "Agreement." This Agreement, the Pooling and
Servicing
Agreement and the Mortgage Loan Purchase Agreement are collectively
hereinafter
referred to as the "Basic Documents." Capitalized terms used herein
and not
otherwise defined shall have the respective meanings ascribed
thereto in the
Pooling and Servicing Agreement.
1.
Representations and Warranties. The Company represents and warrants
to,
and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under
the
Securities Act of 1933, as amended (the "Act"), and has filed with
the
Securities and Exchange Commission (the "Commission") a
registration statement
on such form (the file number of which is set forth in Schedule I
hereto), which
has been declared effective by the Commission, for the registration
under the
Act of the Securities. Such registration statement, as amended to
the date of
this Agreement, meets the requirements set forth in Rule 415(a)(1)
under the Act
and complies in all other material respects with said Rule. The
Company proposes
to file with the
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Commission pursuant to Rule 424 under the Act a supplement to the
form of
prospectus included in such registration statement relating to the
Securities
and the plan of distribution thereof and has previously advised the
Underwriters
of all further information (financial and other) with respect to
the Company to
be set forth therein. Such registration statement, including the
exhibits
thereto, as amended to the date of this Agreement, is hereinafter
called the
"Registration Statement"; such prospectus in the form in which it
appears in the
Registration Statement is hereinafter called the "Base Prospectus";
and such
supplemented form of prospectus, in the form in which it shall be
filed with the
Commission pursuant to Rule 424 (including the Base Prospectus as
so
supplemented) is hereinafter called the "Final Prospectus." Any
preliminary
prospectus, including any preliminary prospectus supplement which,
as completed,
is proposed to be used in connection with the sale of the
Securities and any
prospectus filed with the Commission pursuant to Rule 424(a) of the
Act, is
hereinafter called a "Preliminary Prospectus"; provided that if no
preliminary
prospectus is proposed to be used in connection with the sale of
the Securities,
references herein to "Preliminary Prospectus" shall be disregarded.
Any
reference herein to the Registration Statement, the Base
Prospectus, the Final
Prospectus or the Preliminary Prospectus, if any, shall be deemed
to refer to
and include the documents incorporated by reference therein
pursuant to Item 12
of Form S-3 which were filed under the Securities Exchange Act of
1934, as
amended (the "Exchange Act"), on or before the date of this
Agreement, or the
issue date of the Preliminary Prospectus, the Base Prospectus or
the Final
Prospectus, as the case may be; and any reference herein to the
terms "amend,"
"amendment" or "supplement" with respect to the Registration
Statement, the
Preliminary Prospectus, the Base Prospectus or the Final Prospectus
shall be
deemed to refer to and include the filing of any document under the
Exchange Act
after the date of this Agreement, or the issue date of the
Preliminary
Prospectus, the Base Prospectus or the Final Prospectus, as the
case may be, and
deemed to be incorporated therein by reference pursuant to Item 12
of Form S-3
under the Act.
At
or prior to the time when sales to investors of the Securities
were
first made, as set forth in Schedule I hereto (the "Pricing Date"),
the Company
had prepared the following information (collectively, the
"Disclosure Package"):
the Preliminary Prospectus, if any, each "issuer free-writing
prospectus" (as
defined pursuant to Rule 433 under the Securities Act, each an
"Issuer Free
Writing Prospectus") and any other "free-writing prospectus" (as
defined
pursuant to Rule 405 under the Securities Act, a "Free Writing
Prospectus") or
portion thereof listed on Annex A to Schedule I hereto. If,
subsequent to the
date of this Agreement, the Company and the Underwriters have
determined that
such information included an untrue statement of material fact or
omitted to
state a material fact necessary in order to make the statements
therein, in the
light of the circumstances under which they were made, not
misleading and have
terminated their old purchase contracts and entered into new
purchase contracts
with purchasers of the Securities, then "Disclosure Package" will
refer to the
information available to purchasers at the time of entry into the
first such new
purchase contract, including any information that corrects such
material
misstatements or omissions ("Corrective Information").
(b) As of the date hereof, when the Final Prospectus is first
filed
pursuant to Rule 424 under the Act, when, prior to the Closing Date
(as
hereinafter defined), any amendment to the Registration Statement
becomes
effective (including the filing of any document incorporated by
reference in the
Registration Statement), when any supplement to the Final
Prospectus is filed
with the Commission and at the Closing Date (as hereinafter
defined), (i) the
Registration Statement, as amended as of any such time, and the
Final
Prospectus, as amended or
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supplemented as of any such time, will comply in all material
respects with the
requirements of the Act and the respective rules and regulations
thereunder,
(ii) the Registration Statement, as amended as of any such time,
will not
contain any untrue statement of a material fact or omit to state
any material
fact required to be stated therein or necessary in order to make
the statements
therein not misleading, and (iii) the Final Prospectus, as amended
or
supplemented as of any such time, will not contain any untrue
statement of a
material fact or omit to state any material fact required to be
stated therein
or necessary in order to make the statements therein, in light of
the
circumstances under which they were made, not misleading; provided,
however,
that the Company makes no representations or warranties as to (A)
the
information contained in or omitted from the Registration Statement
or the Final
Prospectus or any amendment thereof or supplement thereto in
reliance upon and
in conformity with information furnished in writing to the Company
by or on
behalf of any Underwriter through the lead manager specified in
Schedule I
hereto (the "Lead Manager") specifically for use in connection with
the
preparation of the Registration Statement and the Final Prospectus
or (B) the
information contained in the Current Report (as defined in Section
5(b) below),
or in any amendment thereof or supplement thereto, incorporated by
reference in
the Registration Statement or the Final Prospectus (or any
amendment thereof or
supplement thereto), except to the extent that such information is
Derived
Information as defined herein, or is otherwise included in the
Disclosure
Package.
The
Disclosure Package, at the Pricing Date did not, and at the
Closing
Date will not, contain any untrue statement of a material fact or
omit to state
a material fact necessary in order to make the statements therein,
in the light
of the circumstances under which they were made, not misleading;
provided that
the Company makes no representation and warranty with respect to
the information
contained in or omitted from the Disclosure Package or any
amendment thereof or
supplement thereto in reliance upon and in conformity with
information furnished
in writing to the Company by or on behalf of any Underwriter
through the Lead
Manager specifically for use in connection with the preparation of
the
Disclosure Package.
(c) The Company has been duly incorporated and is validly existing
as
a corporation in good standing under the laws of the State of
Delaware and has
corporate and other power and authority to own its properties and
conduct its
business, as now conducted by it, and to enter into and perform its
obligations
under this Agreement and the other Basic Documents.
(d) The Company is not aware of any request by the Commission for
any
further amendment of the Registration Statement or the Base
Prospectus or for
any additional information. The Commission has not issued any stop
order
suspending the effectiveness of the Registration Statement or, to
the best of
the Company's knowledge, instituted or threatened any proceeding
for that
purpose. To the best of the Company's knowledge, no suspension of
the
qualification of the Securities for sale in any jurisdiction has
been made and
no proceeding for such purpose has been initiated or
threatened.
(e) The Basic Documents (other than this Agreement), when delivered
by
the Company, will have been duly authorized, executed and delivered
by the
Company, and will constitute a legal, valid and binding agreement
of the
Company, enforceable against the Company in accordance with its
terms, subject,
as to the enforcement of remedies, to applicable bankruptcy,
insolvency,
reorganization, moratorium, receivership and similar laws
affecting
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creditors' rights generally and to general principles of equity
(regardless of
whether the enforcement of such remedies is considered in a
proceeding in equity
or at law).
(f) This Agreement has been duly authenticated, executed and
delivered
by the Company.
(g) On the Closing Date, the Basic Documents will conform to
the
description thereof contained in the Registration Statement, the
Preliminary
Prospectus, if any, the Final Prospectus and the Disclosure
Package; the
Securities will have been duly and validly authorized and, when
such Securities
are duly and validly executed, issued and delivered in accordance
with the
Pooling and Servicing Agreement, and sold to the Underwriters as
provided
herein, will be validly issued and outstanding and entitled to the
benefits of
the Pooling and Servicing Agreement.
(h) As of the Closing Date, the representations and warranties of
the
Company set forth in the Pooling and Servicing Agreement will be
true and
correct.
(i) Neither the execution and delivery by the Company of this
Agreement or any other of the Basic Documents nor the consummation
by the
Company of the transactions contemplated herein or therein, nor the
issuance of
the Securities or the public offering thereof as contemplated in
the Final
Prospectus or the Disclosure Package will conflict in any material
respect with
or result in a material breach of, or constitute a material default
(with notice
or passage of time or both) under, or result in the imposition of
any lien,
pledge, charge, of the property or assets of the Company (except as
required or
permitted pursuant thereto or hereto), pursuant to any material
mortgage,
indenture, loan agreement, contract or other instrument to which
the Company is
party or by which it is bound, nor will such action result in any
violation of
any provisions of any applicable law, administrative regulation
or
administrative or court decree, the certificate of incorporation or
by-laws of
the Company. The Company is not in violation of its certificate
of
incorporation, in default in any material respect in the
performance or
observance of any material obligation, agreement, covenant or
condition
contained in any contract, indenture, mortgage, loan agreement,
note, lease,
trust agreement, transfer and servicing agreement or other
instrument to which a
party or by which it may be bound, or to which any material portion
of its
property or assets is subject.
(j) No legal or governmental proceedings are pending to which
the
Company is a party or of which any property of the Company is
subject, which if
determined adversely to the Company would, individually or in the
aggregate,
have a material adverse effect on the financial position,
stockholders' equity
or results of operations of the Company; and to the best of the
Company's
knowledge, no such proceedings are threatened or contemplated by
governmental
authorities or threatened by others.
(k) Since the date of which information is given in the
Registration
Statement, there has not been any material adverse change in the
business or net
worth of the Company.
(l) Any taxes, fees and other governmental charges in connection
with
the execution and delivery of the Basic Documents and the
execution, delivery
and sale of the Securities have been or will be paid at or prior to
the Closing
Date.
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(m) No consent, approval, authorization or order of, or
registration,
filing or declaration with, any court or governmental agency or
body is
required, or will be required, in connection with (i) the execution
and delivery
by the Company of any Basic Document or the performance by the
Company of any or
(ii) the offer, sale or delivery of the Securities except such as
shall have
been obtained or made, as the case may be, or will be obtained or
made, as the
case may be, prior to the Closing Date, or will not materially
adversely affect
the ability of the Company to perform its obligations under any
Basic Document.
(n) The Company possesses, and will possess, all material
licenses,
certificates, authorities or permits issued by the appropriate
state, federal or
foreign regulatory agencies or bodies necessary to conduct the
business now
conducted by it and as described in the Preliminary Prospectus, if
any, Final
Prospectus and the Disclosure Package, except to the extent that
the failure to
have such licenses, certificates, authorities or permits does not
have a
material adverse effect on the Securities or the financial
condition of the
Company, and the Company has not received, nor will have received
as of each
Closing Date, any notice of proceedings relating to the revocation
or
modification of any such license, certificate, authority or permit
which, singly
or in the aggregate, if the subject of an unfavorable decision,
ruling or
finding, would materially and adversely affect the conduct of its
business,
operations or financial condition.
(o) On the Closing Date, (i) the Company will have good and
marketable
title to the related Mortgage Loans being transferred by it to the
Trust
pursuant thereto, free and clear of any lien, (ii) the Company will
not have
assigned to any person any of its right, title or interest in such
Mortgage
Loans or in the Pooling and Servicing Agreement, and (iii) the
Company will have
the power and authority to sell such Mortgage Loans to the Trust,
and upon
execution and delivery of the Pooling and Servicing Agreement by
the Trustee and
Servicer, the Trust will have good and marketable title thereto, in
each case
free of liens other than any lien created by an Underwriter.
(p) The properties and businesses of the Company conform, and
will
conform, in all material respects, to the descriptions thereof
contained in the
Preliminary Prospectus, if any, the Final Prospectus and the
Disclosure Package.
(q) The
Company is not, and, after giving effect to the transactions
contemplated by the Pooling and Servicing Agreement and the
offering and sale of
the Securities, neither the Company nor the Trust Fund will be, an
"investment
company", as defined in the Investment Company Act of 1940, as
amended.
(r) It is not necessary in connection with the offer, sale and
delivery of the Securities in the manner contemplated by this
Agreement to
qualify the Pooling and Servicing Agreement under the Trust
Indenture Act of
1939, as amended (the "1939 Act").
(s) The Company is not an "ineligible issuer" as defined in Rule
405
under the Act.
(t) Other than the Preliminary Prospectus, if any, and the
Final
Prospectus, the Company (including its agents and representatives
other than the
Underwriters in their capacity as such) has not made, used,
prepared,
authorized, approved or referred to and will not
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make, use, prepare, authorize, approve or refer to any "written
communication"
(as defined in Rule 405 under the Securities Act) that constitutes
an offer to
sell or solicitation of an offer to buy the Securities other than
(i)
information included in the Disclosure Package (ii) any document
not
constituting a prospectus pursuant to Section 2(a)(10)(a) of the
Securities Act
or Rule 134 under the Securities Act or (iii) other written
communication
approved in writing in advance by the Lead Underwriter.
(u) Any Issuer Free Writing Prospectus included in the
Disclosure
Package complied in all material respects with the Securities Act
and has been,
or will be filed in accordance with Rule 433 under the Securities
Act (to the
extent required thereby).
2.
Purchase and Sale. Subject to the terms and conditions and in
reliance
upon the representations and warranties herein set forth, the
Company agrees to
sell to each Underwriter, and each Underwriter agrees to purchase,
severally but
not jointly, from the Company, at the purchase price set forth in
Schedule II
hereto, the principal amount or percentage interest of the
Securities set forth
opposite such Underwriter's name therein.
3.
Delivery and Payment. Delivery of and payment for the Securities
shall
be made at the office, on the date and at the time specified in
Schedule I
hereto, which date and time may be postponed by agreement between
the
Underwriters and the Company or as provided in Section 9 hereof
(such date and
time of delivery and payment for the Securities being herein called
the "Closing
Date"). Delivery of the Securities shall be made to the
Underwriters for their
respective accounts against payment by the Underwriters of the
purchase price
thereof in the manner set forth in Schedule II hereto. If Schedule
I indicates
that the Securities are to be issued in book-entry form, delivery
of the
Securities shall be made through the facilities of the depository
or
depositories set forth on Schedule I. Alternatively, certificates
for the
Securities shall be registered in such names and in such
denominations as the
Underwriters may request not less than three full business days in
advance of
the Closing Date.
The
Company agrees to have the Securities available for inspection,
checking and packaging by the Underwriters in New York, New York,
not later than
1:00 p.m., New York City time, on the business day prior to the
Closing Date.
4.
Offering by the Underwriters. It is understood by the parties
hereto
that, after the Registration Statement becomes effective, the
Underwriters
propose to offer the Securities for sale to the public (which may
include
selected dealers) as set forth in the Final Prospectus.
5.
Agreements. The Company agrees with the several Underwriters
that:
(a) Prior to the termination of the offering of the Securities,
the
Company will not file any amendment of the Registration Statement
or supplement
(including the Final Prospectus) to the Base Prospectus unless the
Company has
furnished to each Underwriter a copy for its review prior to filing
and will not
file any such proposed amendment or supplement to which such
Underwriter
reasonably objects. Subject to the foregoing sentence, the Company
will cause
the Final Prospectus to be filed with the Commission pursuant to
Rule 424. The
Company will advise the Underwriters promptly (i) when the Final
Prospectus
shall have been filed with the Commission pursuant to Rule 424,
(ii) when any
amendment to the Registration
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Statement relating to the Securities shall have become effective,
(iii) of any
request by the Commission for any amendment of the Registration
Statement or
amendment of or supplement to the Final Prospectus or for any
additional
information, (iv) of the issuance by the Commission of any stop
order suspending
the effectiveness of the Registration Statement or the institution
or
threatening of any proceeding for that purpose and (v) of the
receipt by the
Company of any notification with respect to the suspension of the
qualification
of the Securities for sale in any jurisdiction or the initiation or
threatening
of any proceeding for such purpose. The Company will use its best
efforts to
prevent the issuance of any such stop order and, if issued, to
obtain as soon as
possible the withdrawal thereof.
(b) Other than information that is included in the Disclosure
Package
or such items that constitute a Free Writing Prospectus, the
Company will cause
any Computational Materials, Collateral Term Sheets and ABS Term
Sheets (each as
defined in Section 11 below) with respect to the Securities that
are delivered
by the Underwriters to the Company pursuant to Section 11 to be
filed with the
Commission on a Current Report on Form 8-K (the "Current Report")
pursuant to
Rule 13a-11 under the Exchange Act not later than the business day
immediately
following the day on which such Computational Materials, Collateral
Term Sheets
or ABS Term Sheets are delivered to counsel for the Company by the
Underwriters
as provided in Section 11, and will promptly advise the
Underwriters when such
Current Report has been so filed. Such Current Report shall be
incorporated by
reference in the Final Prospectus and the Registration
Statement.
Notwithstanding the two preceding sentences, the Company shall have
no
obligation to file materials provided by the Underwriters pursuant
to Section 11
which, in the reasonable determination of the Company after making
reasonable
efforts to consult with the Underwriters, are not required to be
filed pursuant
to the No-Action Letters (as defined in Section 11 below), or which
contain
erroneous information or contain any untrue statement of a material
fact or,
which, when read in conjunction with the Final Prospectus, omit to
state a
material fact required to be stated therein or necessary to make
the statements
therein not misleading; it being understood, however, that the
Company shall
have no obligation to review or pass upon the accuracy or adequacy
of, or to
correct, any Computational Materials, Collateral Term Sheets or ABS
Term Sheets
provided by the Underwriters to the Company pursuant to Section 11
hereof.
(c) If, at any time when a prospectus relating to the Securities
is
required to be delivered under the Act, any event occurs as a
result of which
the Final Prospectus as then amended or supplemented would include
any untrue
statement of a material fact or omit to state any material fact
necessary to
make the statements therein, in light of the circumstances under
which they were
made, not misleading, or if it shall be necessary to amend or
supplement the
Final Prospectus to comply with the Act or the Exchange Act or the
respective
rules thereunder, the Company promptly will prepare and file with
the
Commission, subject to the first sentence of paragraph (a) of this
Section 5, an
amendment or supplement which will correct such statement or
omission or an
amendment which will effect such compliance and will use its best
efforts to
cause any required post-effective amendment to the Registration
Statement
containing such amendment to be made effective as soon as possible;
provided,
however, that the Company will not be required to file any such
amendment or
supplement with respect to any Computational Materials incorporated
by reference
in the Final Prospectus other than any amendments or supplements of
such
Computational Materials that are furnished to the Company pursuant
to Section
11(d) hereof which the Company determines to file in accordance
therewith.
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(d) The Company will furnish to the Underwriters and counsel for
the
Underwriters, without charge, executed copies of the Registration
Statement
(including exhibits thereto) and each amendment thereto which shall
become
effective on or prior to the Closing Date and as many copies of the
Final
Prospectus and any Issuer Free Writing Prospectus and any
amendments thereof and
supplements thereto (other than exhibits to the related Current
Report) as the
Underwriters may reasonably request. The Company will pay the
expenses of
printing all documents relating to the initial offering, provided
that any
additional expenses incurred in connection with the requirement of
delivery of a
market-making prospectus, if required, will be borne by the
Underwriter
delivering a market-making prospectus.
(e) The Company will furnish such information as may be required
and
otherwise cooperate in qualifying the Securities for sale under the
laws of such
jurisdictions as the Underwriters may reasonably designate and to
maintain such
qualifications in effect so long as required for the distribution
of the
Securities; provided, however, that the Company shall not be
required to qualify
to do business in any jurisdiction where it is not now so qualified
or to take
any action which would subject it to general or unlimited service
of process in
any jurisdiction where it is not now so subject.
(f) The Company will pay all expenses (including fees of counsel
for
the Underwriters, except as provided herein) incident to the
performance of the
obligations under this Agreement, including:
(i) the word processing, printing and filing of the
Registration
Statement as originally filed and of each amendment thereto;
(ii) the reproduction of this Agreement;
(iii) the preparation, printing, issuance and delivery of the
Securities to the Underwriters;
(iv) the fees and disbursements of counsel and accountants for
the
Company;
(v) the qualification of the Securities under securities laws
in
accordance with the provisions of Section 5(e) hereof, including
filing
fees
and the reasonable fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the
preparation
of a
blue sky survey, if requested by the Underwriters;
(vi) if requested by the Underwriters, the determination of the
eligibility of the Securities for investment and the reasonable
fees and
disbursements of
counsel for the Underwriters in connection therewith and
in
connection with the preparation of a legal investment
memorandum;
(vii) the printing and delivery to the Underwriters of copies
of
the
Registration Statement as originally filed and of each
amendment
thereto, of the preliminary prospectuses, and of the Base
Prospectus and
Final Prospectus and any amendments or supplements thereto;
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(viii) if
requested by the Underwriters, the printing and
delivery to the Underwriters of copies of any blue sky or legal
investment
memorandum;
(ix) the fees of any rating agency rating the Securities; and
(x) the fees and expenses of the Trustee and the Servicer and
their counsel.
(g) The Company further acknowledges and agrees that:
(i) the purchase and sale of the Securities pursuant to this
Agreement is an arm's-length commercial transaction between the
Company, on
the
one hand, and the several Underwriters, on the other;
(ii) in connection therewith and with the process leading to
such
transaction each Underwriter is acting solely as a principal and
not the
agent or fiduciary of the Company
(iii) no Underwriter has assumed an advisory or fiduciary
responsibility in favor of the Company with respect to the
offering
contemplated hereby or the process leading thereto (irrespective of
whether
such
Underwriter has advised or is currently advising the Company on
other
matters) or any other obligation to the Company except the
obligations
expressly set forth in this Agreement; and
(iv) the Company has consulted its own legal and financial
advisors to the extent it deemed appropriate.
The
Company agrees that it will not claim that the Underwriters, or any
of
them, has rendered advisory services of any nature or respect, or
owes a
fiduciary or similar duty to the Company, in connection with such
transaction or
the process leading thereto.
6.
Conditions Precedent to the Obligations of the Underwriters.
The
obligations of the Underwriters to purchase the Securities shall be
subject to
the accuracy of the representations and warranties on the part of
the Company
contained herein as of the date hereof, as of the date of the
effectiveness of
any amendment to the Registration Statement filed prior to the
Closing Date
(including the filing of any document incorporated by reference
therein) and as
of the Closing Date, to the accuracy of the statements of the
Company made in
any certificates delivered pursuant to the provisions hereof, to
the performance
by the Company of its obligations hereunder and to the following
additional
conditions:
(a) The Underwriters shall have received from Deloitte &
Touche, a
letter or letters dated the date hereof confirming that they are
independent
public accountants within the meaning of the Act and the Rules and
Regulations
and otherwise in form and substance reasonably satisfactory to the
Underwriters
and counsel for the Underwriters, relating to, among other things,
the
information in the Disclosure Package, the Preliminary Prospectus,
if any, and
the Final Prospectus.
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(b) All actions required to be taken and all filings required to
be
made by the Company under the Act prior to the sale of the
Securities shall have
been duly taken or made. At and prior to the Closing Date, no stop
order
suspending the effectiveness of the Registration Statement shall
have been
issued and no proceedings for that purpose shall have been
instituted or, to the
knowledge of the Company or the Underwriters, shall be contemplated
by the
Commission.
(c) Subsequent to the execution and delivery of this Agreement,
there
shall not have occurred (i) any change, or any development
involving a
prospective change, in or affecting particularly the business or
properties of
the Company or the Servicer which, in the reasonable judgment of
the
Underwriters, materially impairs the investment quality of the
Securities; (ii)
any downgrading in the rating of the securities of the Company by
any
"nationally recognized statistical rating organization" (as such
term is defined
for purposes of Rule 436(g) under the Act), or any public
announcement that any
such organization has under surveillance or review its rating of
any securities
of the Company (other than an announcement with positive
implications of a
possible upgrading, and no implication of a possible downgrading,
of such
rating); (iii) any suspension or limitation of trading in
securities generally
on the New York Stock Exchange, or any setting of minimum prices
for trading on
such exchange; (iv) any banking moratorium declared by federal, New
York or
California authorities; or (v) any outbreak or escalation of major
hostilities
in which the United States is involved, any declaration of war by
Congress or
any other substantial national or international calamity or
emergency if, in the
reasonable judgment of the Underwriters, the effects of any such
outbreak,
escalation, declaration, calamity or emergency makes it impractical
or
inadvisable to proceed with completion of the sale of and payment
for the
Securities.
(d) The Underwriters shall have received a favorable opinion of
Hunton
& Williams LLP, special counsel to the Servicer, addressed to
the Underwriters,
dated the Closing Date and in form and substance reasonably
satisfactory to the
Underwriters and their counsel, with respect to such matters as the
Underwriters
may require.
(e) The Underwriters shall have received a favorable opinion of
Hunton
& Williams LLP, special tax counsel for the Company, addressed
to the
Underwriters, dated the Closing Date and reasonably satisfactory in
form and
substance to the Underwriters, generally to the effect that (i) the
information
in the Base Prospectus under "Federal Income Tax Consequences" and
in the Final
Prospectus under "Federal Income Tax Consequences," insofar as such
information
describes federal statutes and regulations or otherwise constitute
matters of
law or legal conclusions of the statutes or regulations of such
jurisdiction
have been prepared or reviewed by such counsel, and such
information is correct
in all material respects; and (ii) assuming compliance with all of
the
provisions of the Pooling and Servicing Agreement, the applicable
portions of
the Trust will qualify as one or more REMICs as of the Closing
Date.
(f) The Underwriters shall have received a favorable opinion of
Hunton
& Williams LLP, special counsel for the Company, addressed to
the Underwriters,
dated the Closing Date and reasonably satisfactory in form and
substance to the
Underwriters, with respect to the validity of the Certificates,
ERISA matters
and such other related matters as the Underwriters shall require,
and the
Company shall have furnished or caused to be furnished to
10
<PAGE>
such counsel such documents as they may reasonably request for the
purpose of
enabling them to pass upon such matters.
(g) The Underwriters shall have received a favorable opinion of
counsel of Hunton & Williams LLP, special counsel for Fremont,
addressed to the
Underwriters, dated the Closing Date and reasonably satisfactory in
form and
substance to the Underwriters and counsel for the Underwriters,
with respect to
such matters as the Underwriters may require.
(h) The Company shall have furnished to the Underwriters a
letter,
dated the Closing Date, of Hunton & Williams LLP, special
counsel to the Company
stating that nothing has come to its attention that would lead such
counsel to
believe that the Disclosure Package containing substantially
similar
information, as of its respective date and on the Pricing Date,
contained an
untrue statement of a material fact or omitted to state a material
fact
