EXHIBIT J
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1994-8
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
1994-8, 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 February 16, 1995 (the "Pooling and Servicing
Agreement") between 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 1994-8.
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 PHMSC 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 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 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:
