Common use of FACTS AND ASSUMPTIONS Clause in Contracts

FACTS AND ASSUMPTIONS. For the purposes of rendering this opinion we have assumed without further enquiry: 1. each party to the Documents (except the Companies) has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Documents to which it is a party; 2. all signatures, stamps and seals are genuine, all original Documents are authentic and all copy Documents are complete and conform to the originals; 3. the conformity with the originals of all Documents submitted to us as copies and the authenticity of such originals; 4. all Documents have been signed and sealed where indicated; 5. the genuineness of all signatures and seals; 6. all facts and information stated or given in the Documents are true and correct through the date of the Documents; 7. the accuracy and completeness of all corporate minutes, resolutions and records which we have reviewed and that the same remain in full force and effect and unamended through the date of the Documents; 8. there have been no amendments to the memorandum and/or articles of association of either of the Companies; 9. the resolutions passed under the Resolutions were duly passed at a properly convened meeting of duly appointed directors of the Companies and have not been amended or rescinded and are in full force and effect; 10. there has been no alteration in the status or condition of the Companies as disclosed by the searches referred to in Section A above; and 11. in respect of any Credit Party (as defined in the Credit Agreement) to any of the Transaction Documents save for the Companies (each, an "OFFSHORE COMPANY"): (a) the Offshore Company is incorporated and validly existing in a jurisdiction other than Hong Kong; (b) the Offshore Company is not registered to carry on and does not carry on any business in Hong Kong; (c) the Offshore Company does not have a place of business or permanent establishment in Hong Kong; (d) the execution of the Transaction Documents by an Offshore Company has been duly authorized and executed under the laws of its jurisdictions of incorporation and existence; (e) the Offshore Company has authorized a signatory in Hong Kong to execute the Transaction Documents; (f) the Offshore Company retains an agent in the Cayman Islands (in respect of XFM) or the British Virgin Islands (in respect of ▇▇▇▇ ▇▇▇▇▇, Upper Will and Upper Step) each of which has an office in Hong Kong to maintain a duplicate register of members and other corporate documents in Hong Kong; and (g) aside from the matters set out in sections 11(a)-(f) above, the Offshore Company have no nexus to Hong Kong.

FACTS AND ASSUMPTIONS. For In rendering this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such certificates, corporate or other records, and other documents as we have deemed appropriate for the purposes purpose of rendering this opinion we opinion. We have examined and relied upon, among other things, the FUNB Purchase Agreement, the Pooling and Servicing Agreement, the Underwriting Agreement, the Prospectus and the Confidential Offering Circular (collectively, the "Applicable Documents") and the certificates, opinions, agreements and other documents (including exhibits thereto) delivered in connection with the issuance and sale of the Certificates. We have assumed without further enquiry: 1. each that no party to any of the Applicable Documents (except has entered into any agreement or understanding, either written or oral, inconsistent with the Companies) has terms of any of the capacityApplicable Documents or the assumptions or discussion in this opinion or that is otherwise related to the subject matter of any of the Applicable Documents, power or which otherwise pertains to the transfer of the FUNB Mortgage Loans from FUNB to the Depositor pursuant to the FUNB Purchase Agreement other than as expressly set forth in such documents or in this opinion. Capitalized terms that are not defined herein shall have the same meanings as in the Pooling and authority to enter into Servicing Agreement. We have assumed and to exercise its rights relied upon the genuineness and to perform its obligations under the Documents to which it is a party; 2. due authorization of all signatures, stamps and seals are genuinethe authenticity of all documents submitted to us as originals, all original Documents are authentic and all copy Documents are complete and conform to the originals; 3. the conformity with to original documents of all documents submitted to us as copies, and the authenticity of the originals of all Documents documents submitted to us as copies copies. The opinions expressed herein are based upon and subject to the assumed compliance by FUNB and the authenticity of such originals; 4Depositor at all relevant times, with the facts and assumptions set forth herein. all Documents We have been signed advised of the following facts by FUNB and sealed where indicated; 5the Depositor. In rendering our opinion, we have relied upon certain factual representations, warranties and covenants material to this opinion which are set forth in the genuineness Applicable Documents and on the certificates of all signatures officers or representatives of FUNB and seals; 6. all the Depositor in which they represent that the applicable facts and information assumptions set forth herein are accurate. We have not made any independent inquiry with regard to the accuracy of the matters stated in such certificates or given in the Documents documents reviewed. In rendering our opinions, and based on the documents referenced above, we have assumed that the facts and assumptions outlined below are true and correct through correct. ----------- (10) 12 U.S.C. ▇▇.▇▇. 1811 et seq. FUNB is the owner of the FUNB Mortgage Loans, having originated or acquired such Mortgage Loans prior to the date of the Documents; 7hereof. the accuracy and completeness of all corporate minutes, resolutions and records which we have reviewed and that the same remain in full force and effect and unamended through On the date of the Documents; 8. there have been no amendments to the memorandum and/or articles of association of either of the Companies; 9. the resolutions passed under the Resolutions were duly passed at a properly convened meeting of duly appointed directors of the Companies and have not been amended or rescinded and are in full force and effect; 10. there has been no alteration in the status or condition of the Companies as disclosed by the searches referred to in Section A above; and 11. in respect of any Credit Party (as defined in the Credit Agreement) to any of the Transaction Documents save for the Companies (each, an "OFFSHORE COMPANY"): (a) the Offshore Company is incorporated and validly existing in a jurisdiction other than Hong Kong; (b) the Offshore Company is not registered to carry on and does not carry on any business in Hong Kong; (c) the Offshore Company does not have a place of business or permanent establishment in Hong Kong; (d) the execution of the Transaction Documents by an Offshore Company has been duly authorized and executed under the laws of its jurisdictions of incorporation and existence; (e) the Offshore Company has authorized a signatory in Hong Kong to execute the Transaction Documents; (f) the Offshore Company retains an agent in the Cayman Islands (in respect of XFM) or the British Virgin Islands (in respect of ▇▇▇▇ ▇▇▇▇▇, Upper Will and Upper Step) each of which has an office in Hong Kong to maintain a duplicate register of members and other corporate documents in Hong Kong; and (g) aside from the matters set out in sections 11(a)-(f) abovehereof, the Offshore Company have no nexus to Hong Kong.following simultaneous transactions will occur:

FACTS AND ASSUMPTIONS. For In rendering this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such certificates, corporate or other records, and other documents as we have deemed appropriate for the purposes purpose of rendering this opinion we opinion. We have examined and relied upon, among other things, the FUNB Purchase Agreement, the Pooling and Servicing Agreement, the Underwriting Agreement, the Prospectus and the Confidential Offering Circular (collectively, the "Applicable Documents") and the certificates, opinions, agreements and other documents (including exhibits thereto) delivered in connection with the issuance and sale of the Certificates. We have assumed without further enquiry: 1. each that no party to any of the Applicable Documents (except has entered into any agreement or understanding, either written or oral, inconsistent with the Companies) has terms of any of the capacityApplicable Documents or the assumptions or discussion in this opinion or that is otherwise related to the subject matter of any of the Applicable Documents, power or which otherwise pertains to the transfer of the FUNB Mortgage Loans from FUNB to the Depositor pursuant to the FUNB Purchase Agreement other than as expressly set forth in such documents or in this opinion. Capitalized terms that are not defined herein shall have the same meanings as in the Pooling and authority to enter into Servicing Agreement. We have assumed and to exercise its rights relied upon the genuineness and to perform its obligations under the Documents to which it is a party; 2. due authorization of all signatures, stamps and seals are genuinethe authenticity of all documents submitted to us as originals, all original Documents are authentic and all copy Documents are complete and conform to the originals; 3. the conformity with to original documents of all documents submitted to us as copies, and the authenticity of the originals of all Documents documents submitted to us as copies copies. The opinions expressed herein are based upon and subject to the assumed compliance by FUNB and the authenticity of such originals; 4Depositor at all relevant times, with the facts and assumptions set forth herein. all Documents We have been signed advised of the following facts by FUNB and sealed where indicated; 5the Depositor. In rendering our opinion, we have relied upon certain factual representations, warranties and covenants material to this opinion which are set forth in the genuineness Applicable Documents and on the certificates of all signatures officers or representatives of FUNB and seals; 6. all the Depositor in which they represent that the applicable facts and information assumptions set forth herein are accurate. We have not made any independent inquiry with regard to the accuracy of the matters stated in such certificates or given in the Documents are true documents reviewed. In rendering our opinions, and correct through based on the date of the Documents; 7. the accuracy and completeness of all corporate minutesdocuments referenced above, resolutions and records which we have reviewed and assumed that the same remain in full force facts and effect and unamended through the date of the Documents; 8. there have been no amendments to the memorandum and/or articles of association of either of the Companies; 9. the resolutions passed under the Resolutions were duly passed at a properly convened meeting of duly appointed directors of the Companies and have not been amended or rescinded and assumptions outlined below are in full force and effect; 10. there has been no alteration in the status or condition of the Companies as disclosed by the searches referred to in Section A above; and 11. in respect of any Credit Party (as defined in the Credit Agreement) to any of the Transaction Documents save for the Companies (each, an "OFFSHORE COMPANY"): (a) the Offshore Company is incorporated and validly existing in a jurisdiction other than Hong Kong; (b) the Offshore Company is not registered to carry on and does not carry on any business in Hong Kong; (c) the Offshore Company does not have a place of business or permanent establishment in Hong Kong; (d) the execution of the Transaction Documents by an Offshore Company has been duly authorized and executed under the laws of its jurisdictions of incorporation and existence; (e) the Offshore Company has authorized a signatory in Hong Kong to execute the Transaction Documents; (f) the Offshore Company retains an agent in the Cayman Islands (in respect of XFM) or the British Virgin Islands (in respect of ▇▇▇▇ ▇▇▇▇▇, Upper Will and Upper Step) each of which has an office in Hong Kong to maintain a duplicate register of members and other corporate documents in Hong Kong; and (g) aside from the matters set out in sections 11(a)-(f) above, the Offshore Company have no nexus to Hong Kongcorrect.