THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Seller)
and
THE PRUDENTIAL HOME MORTGAGE COMPANY, INC.
(Servicer)
and
FIRST TRUST NATIONAL ASSOCIATION
(Trustee)
___________________________
AMENDMENT NO. 1
Dated as of December 13, 1995
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF MARCH 25, 1994
___________________________
$209,426,229.32
Mortgage Pass-Through Certificates
Series 1994-12
AMENDMENT NO. 1, dated as of December 13, 1995, ("Amendment"), to
the Pooling and Servicing Agreement dated as of March 25, 1994 (the
"Agreement") among THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC., as
seller (the "Seller"), THE PRUDENTIAL HOME MORTGAGE COMPANY, INC., as servicer
(the "Servicer"), and FIRST TRUST NATIONAL ASSOCIATION, as trustee (the
"Trustee").
WHEREAS, Section 10.01 of the Agreement provides, among other
things, that the Seller, the Servicer and the Trustee may amend the Agreement,
subject to certain provisos, with the consent of the Holders of Certificates
evidencing Percentage Interests aggregating not less than 66-2/3% of each
Class or Subclass of Certificates affected thereby for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Agreement or modifying in any manner the rights of the
Holders of Certificates of such Class or Subclass.
WHEREAS, the Seller, the Servicer and the Trustee desire to amend
the Agreement, as set forth in this Amendment and have obtained the consent of
the Holder of 100% Percentage Interest of the Class A-8 Certificates and the
Opinion of Counsel required by Section 10.01 in connection with such
amendment.
NOW THEREFORE, in consideration of the mutual agreements herein
contained, the Seller, the Servicer and the Trustee agree as follows:
All terms used in this Amendment which are defined in the Agreement,
either directly or by reference therein, have the meanings assigned to them
therein, except to the extent such terms are defined or modified in this
Amendment or the context clearly requires otherwise.
Section 1. Amendment_of_Section_1.01. Article I of the Agreement
is hereby amended as follows:
(a) The definition of "Denomination" is amended to read as
follows:
Denomination: The amount, if any, specified on the face of each
Certificate (other than a Class A-8 Certificate) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to a Class A-8 Certificate, the amount specified on the face
of such Certificate representing the portion of the Initial Class A-8 Notional
Amount evidenced by such Certificate.
(b) A new definition "Initial Class A-8 Notional Amount" is added
to read as follows:
Initial_Class_A-8_Notional_Amount: The Initial Class A-8 Notional
Amount as set forth in Section 11.19.
(c) The second sentence of the definition of "Percentage
Interest" is amended to read as follows:
With respect to a Class A-8 Certificate, the undivided percentage
interest obtained by dividing the initial notional amount of such Certificate
by the Initial Class A-8 Notional Amount.
(d) A new definition "Underwriter" is added to read as follows:
Underwriter: Xxxxxx Brothers Inc.
Section 2. Amendment_of_Section_5.01(a). The first sentence of
Section 5.01(a) of the Agreement is hereby amended to read as follows:
(a) Except as provided in Section 11.17 with respect to the Class X-
0 Certificates, the Class A, Class M and Class B Certificates shall be issued
only in minimum denominations of a Single Certificate and, except for the
Class A-8, Class A-R and Class B Certificates, integral multiples of $1,000
(or $1 in the case of the Class B Certificates and any amount in the case of
the Class A-8 Certificates) in excess thereof (except, if necessary, for one
Certificate of each Class or Subclass (other than the Class A-R Certificates)
that evidences one Single Certificate plus such additional principal portion
as is required in order for all Certificates of such Class or Subclass to
equal the aggregate Original Class A Subclass Principal Balance of such
Subclass or the Original Class B Principal Balance or the Original Class M
Principal Balance, as the case may be), and shall be substantially in the
respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0,
X-X, X, X and D (reverse side of Certificates) hereto.
Section 3. Amendment_of_Section_5.02(b)_and_5.02(c). Sections
5.02(b) and 5.02(c) of the Agreement are hereby amended to read as follows:
(b) No transfer of a Class B Certificate shall be made unless the
registration requirements of the Securities Act of 1933, as amended, and any
applicable State securities laws are complied with, or such transfer is exempt
from the registration requirements under said Act and laws. In the event that
a transfer is to be made in reliance upon an exemption from said Act or laws,
(i) unless such transfer is made in reliance on Rule 144A, the Trustee or the
Seller may, if such transfer is to be made within three years from the date of
the initial sale of Certificates, require a Class B Certificateholder to
deliver a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller, to the effect that such transfer
may be made pursuant to an exemption, describing the applicable exemption and
the basis therefor, from said Act and laws or is being made pursuant to said
Act and laws, which Opinion of Counsel shall not be an expense of the Trustee,
the Seller or the Servicer, and (ii) the Trustee shall require the transferee
to execute an investment letter in the form of Exhibit J hereto certifying to
the Seller and the Trustee the facts surrounding such transfer, which
investment letter shall not be an expense of the Trustee, the Seller or the
Servicer. The Holder of a Class B Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Seller,
the Servicer and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Neither the Seller nor the
Trustee is under an obligation to register the Class B Certificates under said
Act or any other securities law.
(c) No transfer of a Class M or Class B Certificate shall be made
unless the Trustee shall have received either (i) a representation letter from
the transferee of such Class B Certificate in the form of Exhibit J hereto,
or, in the case of such Class M Certificate, in the form of Exhibit K hereto,
to the effect that such transferee is not an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA, or a governmental plan as
defined in Section 3(32) of ERISA or Code Section 4975 subject to any federal,
state or local law ("Similar Law") which is to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan") and is
not a person acting on behalf of any such Plan or using the assets of any such
Plan to effect such purchases, which representation letter shall not be an
expense of the Trustee, the Seller or the Servicer, or (ii) in the case of any
such Class M or Class B Certificate presented for registration in the name of
a Plan, or a trustee of any such Plan, an Opinion of Counsel satisfactory to
the Trustee and the Seller to the effect that the purchase or holding of such
Class M or Class B Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code or Similar Law and will not
subject the Trustee, the Seller or the Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be
an expense of the Trustee, the Seller or the Servicer. The Class M or Class B
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph and the preceding paragraph.
Section 4. Amendment_of_Section_11.16. Section 11.16 of the
Agreement is hereby amended to read as follows:
Section 11.16. Wire_Transfer_Eligibility. With respect to the
Certificates (other than the Class A-7, Class A-8 and Class A-R Certificates),
the minimum Denomination eligible for wire transfer on each Distribution Date
is $5,000,000.00. With respect to the Class A-8 Certificates, the minimum
Percentage Interest eligible for wire transfer on each Distribution Date is
25% Percentage Interest. With respect to the Class A-7 Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
100% Percentage Interest. The Class A-R Certificate is not eligible for wire
transfer.
Section 5. Amendment_of_Section_11.17. Section 11.17 of the
Agreement is hereby amended to read as follows:
Section 11.17. Single_Certificate. A Single Certificate for each
Subclass of Class A Certificates (other than the Class A-8 and Class A-R
Certificates), the Class M Certificates and the Class B Certificates
represents a $100,000 Denomination. A Single Certificate for the Class A-R
Certificate represents a $1,000 Denomination. A Single Certificate for the
Class A-8 Certificates represents a $41,000,000 Initial Class A-8 Notional
Amount. However, with respect to the transfer to the Underwriter on December
13, 1995 and the initial transfer by the Underwriter thereafter of the Class
A-8 Certificates, such minimum denomination will be $11,000,000 Initial Class
A-8 Notional Amount. Any subsequent transfer of such Class A-8 Certificate
must be either in the minimum denomination of at least a Single Certificate or
to a transferee that after such transfer will hold the Class A-8 Certificates
in an amount at least equal to a Single Certificate.
Section 6. Addition_of_Section_11.19. A new Section 11.19 is
added to read as follows:
Section 11.19. Initial_Class_A-8_Notional_Amount. The Initial
Class A-8 Notional Amount is $209,417,728.
Section 7. Amendment_of_Exhibit_A-8. Exhibit A-8 to the
Agreement is hereby amended as attached hereto as Exhibit A.
Section 8. Amendment_of_Exhibit_J. Exhibit J to the Agreement
is hereby amended as attached hereto as Exhibit B.
Section 9. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be
an original, but all of such counterparts shall together constitute but one
and the same instrument.
Section 10. Ratification_of_Agreement. Except as modified and
expressly amended by this Agreement, the Agreement is in all respects ratified
and confirmed, and all the terms, provisions and conditions thereof shall be
and remain in full force and effect.
Section 11. Governing_Law. This Amendment shall be construed
in accordance with the laws of the State of New York (without regard to
conflicts of laws principles), and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
as Seller
By:____
Name:___M._Kathryn_Gray_________
Title:____Vice_President____
THE PRUDENTIAL HOME MORTGAGE
COMPANY, INC.
as Servicer
By:__________________________
Name:___M._Kathryn_Gray______
Title:____Vice_President_____
FIRST TRUST NATIONAL ASSOCIATION
as Trustee
By:__________________________
Name:________________________
Title:_______________________
Attest:
By:______________________
Name:____________________
Title:_____________________
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 13th day of December, 1995, before me, a notary public in
and for the State of New York, personally appeared M. Xxxxxxx Xxxx, known to
me who, being by me duly sworn, did depose and say that she resides at
Brookeville, Maryland; that she is a Vice President of The Prudential Home
Mortgage Securities Company, Inc., a Delaware corporation, one of the parties
that executed the foregoing instrument; and that she signed her name thereto
by order of the Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 13th day of December, 1995, before me, a notary public in
and for the State of New York, personally appeared M. Xxxxxxx Xxxx, known to
me who, being by me duly sworn, did depose and say that she resides at
Brookeville, Maryland; that she is a Vice President of The Prudential Home
Mortgage Company, Inc., a New Jersey corporation, one of the parties that
executed the foregoing instrument; and that she signed her name thereto by
order of the Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF _________)
ss.:
COUNTY OF ________)
On this _____ day of December, 1995 before me, a notary public in
and for the State of ____________, personally appeared
_______________________, known to me who, being by me duly sworn, did depose
and say that she resides at ___________________; that she is the
______________ of First Trust National Association, a national banking
association, one of the parties that executed the foregoing instrument; and
that she signed her name thereto by order of the Board of Directors of said
association.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF _________)
ss.:
COUNTY OF ________)
On this ____ day of December, 1995 before me, a notary public in and
for the State of _____________, personally appeared ___________________, known
to me who, being by me duly sworn, did depose and say that she resides at
______________; that she is the ______________ of First Trust National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of
the Board of Directors of said association.
_________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT_A_TO_AMENDMENT_NO._1
TO_THE_POOLING_AND_SERVICING_AGREEMENT
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1994-12, CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, ANY AFFILIATE OF THE SELLER OR THE TRUSTEE, AND IS NOT INSURED
OR GUARANTEED BY THE SELLER, ANY AFFILIATE OF THE SELLER, THE TRUSTEE, ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
[WITH RESPECT TO THIS CLASS A-8 CERTIFICATE WITH A DENOMINATION OF
LESS THAN $41,000,000 PURSUANT TO SECTION 11.17 OF THE POOLING AND SERVICING
AGREEMENT, ANY SUBSEQUENT TRANSFER OF THIS CERTIFICATE, OTHER THAN THE INITIAL
TRANSFER BY THE UNDERWRITER, MUST EITHER BE IN THE MINIMUM DENOMINATION OF AT
LEAST $41,000,000 OR TO A TRANSFEREE THAT AFTER SUCH TRANSFER WILL HOLD CLASS
A-8 CERTIFICATES IN AN AMOUNT AT LEAST EQUAL TO SUCH MINIMUM DENOMINATION.]
Certificate No.
Percentage Interest evidenced
by this Certificate: %
Denomination: $ _____ (Initial Class A-8 Notional Amount)
Cut-Off Date: March 1, 1994
First Distribution Date: April 25, 1994
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class A-8 Certificates with
respect to a Trust Estate consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares issued
by cooperative housing corporations (the "Mortgage Loans") formed by The
Prudential Home Mortgage Securities Company, Inc. (hereinafter called the
"Seller", which term includes any successor entity under the Agreement
referred to below). The Trust Estate was created pursuant to a Pooling and
Servicing Agreement dated as of March 25, 1994 (the "Agreement") among the
Seller, The Prudential Home Mortgage Company, Inc., as servicer (the
"Servicer"), and First Trust National Association, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class
A Subclass Distribution Amount for the Class A-8 Certificates required to be
distributed to Holders of Class A-8 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement. The
Class A-8 Certificates are not entitled to distributions of principal.
Interest will accrue on the Class A-8 Certificates during each month in an
amount equal to the product of (A) 1/12th of (i) the weighted average Net
Mortgage Interest Rate of the Mortgage Loans on the first day of such month
minus (ii) 6.05% and (B) the Class A-8 Notional Amount as of the related
Distribution Date. The amount of interest which accrues on this Certificate
in any month will be subject to adjustment with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses
allocated to the Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Servicer or by a Paying Agent appointed by the Servicer
by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds
and such person has notified the Servicer pursuant to the Pooling and
Servicing Agreement that such payments are to be made by wire transfer of
immediately available funds. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose
in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate is issued on March 25, 1994, at an issue price of
1.69529% of the initial Class A-8 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming (a) that this Certificate pays in accordance with
projected cash flows reflecting the prepayment assumption of 350% SPA (as
defined in the Prospectus Supplement dated March 18, 1994 with respect to the
offering of the Class A Certificates and the Class M Certificates) used to
price this Certificate and (b) that the interest rate at which distributions
of interest on this Certificate actually will be made will be determined as
though the pass-through rate on this Certificate applicable to the first
Distribution Date will not change thereafter: (i) the amount of OID as a
percentage of the initial Class A-8 Notional Amount is approximately
1.22864562%; and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 17.25%. There is no short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
FIRST TRUST NATIONAL ASSOCIATION,
Trustee
By____________________________
Authorized Officer
Countersigned:
FIRST TRUST NATIONAL ASSOCIATION,
Trustee
By ________________________
Authorized Officer
EXHIBIT_B_TO_AMENDMENT_NO._1
TO_THE_POOLING_AND_SERVICING_AGREEMENT
EXHIBIT J
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1994-12
CLASS B CERTIFICATES
TRANSFEREE'S_LETTER
_________________ __, ____
First Trust National Association
000 Xxxx Xxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
The Prudential Home Mortgage Securities Company, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase The
Prudential Home Mortgage Securities Company, Inc. Mortgage Pass-Through
Certificates, Series 1994-12, Class B Certificates (the "Class B
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of March 25, 1994 as amended by Amendment
No. 1 dated as of December 13, 1995 (collectively, the "Pooling and Servicing
Agreement") among The Prudential Home Mortgage Securities Company, Inc., as
seller ("PHMSC"), The Prudential Home Mortgage Company, Inc., as servicer (the
"Servicer") and First Trust National Association, as trustee (the "Trustee"),
of The Prudential Home Mortgage Securities Company, Inc. Mortgage Pass-Through
Certificates, Series 1994-12.
Section 2. Representation_and_Warranties_of_the_Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants
to PHMSC and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class B Certificates, and to
enter into this Agreement, and duly executed and delivered this
Agreement.
(b) The Purchaser is acquiring the Class B Certificates for its
own account as principal and not with a view to the distribution thereof,
in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the
Class B Certificates; the Purchaser has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an
investment in the Class B Certificates and can afford a complete loss of
such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has had the opportunity to
ask questions of, and receive answers from The Prudential Home Mortgage
Securities Company, Inc. concerning the Class B Certificates and all
matters relating thereto, and obtain any additional information
(including documents) relevant to its decision to purchase the Class B
Certificates that PHSMC possesses or can possess without unreasonable
effort or expense and (b) it has undertaken its own independent analysis
of the investment in the Class B Certificates. The Purchaser will not
use or disclose any information it receives in connection with its
purchase of the Class B Certificates other than in connection with a
subsequent sale of Class B Certificates.
(e) The Purchaser (i) is not an employee benefit plan subject to
the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA") or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") or any
governmental plan, as defined in Section 3(32) of ERISA subject to any
federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan"), an agent acting on behalf of a Plan, or a
person utilizing the assets of a Plan or (ii) has provided a "Benefit
Plan Opinion" satisfactory to The Prudential Home Mortgage Securities
Company, Inc. and the Trustee of the Trust Estate. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer
will not (a) cause the assets of the Trust Estate to be regarded as "plan
assets" and subject to the fiduciary responsibility provisions of ERISA
or the prohibited transaction provisions of the Code or Similar Law, (b)
give rise to a fiduciary duty under ERISA, Section 4975 of the Code or
Similar Law on the part of The Prudential Home Mortgage Securities
Company, Inc., the Servicer or the Trustee with respect to any Plan or
(c) constitute a prohibited transaction under ERISA or Section 4975 of
the Code or Similar Law.
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"),
the Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the
Purchaser has reviewed the "Supervisory Policy Statement on Securities
Activities" dated January 28, 1992 of the Federal Financial Institutions
Examination Council and the April 15, 1994 Interim Revision thereto as
adopted by the OCC, FRB, FDIC, OTS and NCUA (with modifications as
applicable), as appropriate, other applicable investment authority,
rules, supervisory policies and guidelines of these agencies and, to the
extent appropriate, state banking authorities and has concluded that its
purchase of the Offered Class B Certificates is in compliance therewith.
Section 3. Transfer_of_Class_B_Certificates.
(a) The Purchaser understands that the Class B Certificates have
not been registered under the Securities Act of 1933 (the "Act") or any
state securities laws and that no transfer may be made unless the Class B
Certificates are registered under the Act and applicable state law or
unless an exemption from registration is available. The Purchaser
further understands that neither PHMSC nor the Trustee is under any
obligation to register the Class B Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i)
the Trustee shall require, in order to assure compliance with such laws,
that the Certificateholder's prospective transferee each certify to PHMSC
and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the
Act, the Trustee or PHMSC may, if such transfer is made within three
years from the Closing Date, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trustee or PHMSC. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee and PHMSC
against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.
(b) No transfer of a Class B Certificate shall be made unless the
transferee provides PHMSC and the Trustee with (i) a Transferee's Letter,
substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class B Certificates bear
a legend setting forth the applicable restrictions on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to the
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
