SECURITIES CORP. (1996) 14 Cal.4th 394, 414.) Under these decisions, were a finding on procedural unconscionability necessary, the majority should remand for the trial court to consider the issue rather than resolve it in Xxxxxxx‘s favor in the first instance on appeal. The majority offers no explanation for departing from our precedents.
SECURITIES CORP. (1996) 14 Cal.4th 394, 424.) Here the adhesive nature of the contract is sufficient to establish some degree of procedural unconscionability. Yet ―a finding of procedural unconscionability does not mean that a contract will not be enforced, but rather that courts will scrutinize the substantive terms of the contract to ensure they are not manifestly unfair or one-sided.‖ (Xxxxxx, supra, 42 Cal.4th at p. 469.) We now address each of Xxxxxxx‘s claims of substantive unconscionability.
SECURITIES CORP. By: Waltxx XxXxxxxx ------------------------------ Name: Waltxx XxXxxxxx Title: Managing Director
SECURITIES CORP is Pandion Securities Corp., a corporation organized under the laws of the Commonwealth of Massachusetts and a Subsidiary of Borrower.
SECURITIES CORP is Mersana Securities Corp., a corporation organized under the laws of the Commonwealth of Massachusetts and a Subsidiary of Borrower.
SECURITIES CORP. By: [SIG] --------------------------------------- By: Title:
SECURITIES CORP. By: -------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, solely as Trustee and not in its individual capacity By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: NATIONAL CITY HOME LOAN SERVICES, INC. By: -------------------------------- Name: Title: SCHEDULE I Mortgage Loan Schedule [Available Upon Request to the Trustee] SCHEDULE II FFMLT Mortgage Loan Trust 2005-FF11, Mortgage Pass-Through Certificates Representations and Warranties of National City Home Loan Services, Inc., as Servicer National City Home Loan Services, Inc. ("NCHLS") hereby makes the representations and warranties set forth in this Schedule II to the Depositor and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:
SECURITIES CORP. By /s/ Michelle Gill ----------------- Name: Michelle Gill Title: Vice Xxxxxxxxx
SECURITIES CORP. By: /s/ Neal Xxxxxx ----------------------------- Name: Neal Xxxxxx Title: Managing Director
SECURITIES CORP. By: -------------------------------------- Name: Title: DEUTSCHE BANK NATIONAL TRUST COMPANY, solely as Trustee and Custodian and not in its individual capacity By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator By: -------------------------------------- Name: Title: JPMORGAN CHASE BANK By: -------------------------------------- Name: Title: SCHEDULE I Mortgage Loan Schedule EXHIBIT A FORM OF CLASS A-1, CLASS A-2, CLASS A-3A, CLASS A-3B, CLASS M-1, CLASS M-2, XXXXX X-0 XXX X-0 XXXXIFICATES [To be added to the Class B-2 Certificates while they remain Private Certificates: IF THIS CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER (THE "TRANSFEROR LETTER") IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A LETTER (THE "144A LETTER") IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE SECURITIES ADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.] IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR LETTER AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF SUCH CERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE. To be added to the Class B-2 Certificates while such Certificate remains a Private Certificate. [NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USIN...
