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 15, 1995
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF SEPTEMBER 24, 1993
___________________________
$250,289,229.13
Mortgage Pass-Through Certificates
Series 1993-40
AMENDMENT NO. 1, dated as of December 15, 1995, ("Amendment"), to the Pooling
and Servicing Agreement dated as of September 24, 1993 (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-9 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-9 Certificate) representing the principal portion of the
Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As to a
Class A-9 Certificate, the amount specified on the face of such Certificate
representing the portion of the Initial Class A-9 Notional Amount evidenced by
such Certificate.
(b) A new definition "Initial Class A-9 Notional Amount" is added to read as
follows:
Initial Class A-9 Notional Amount: The Initial Class A-9 Notional Amount as set
forth in Section 11.18.
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) 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-9 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-9 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 ▇-▇, ▇-▇,
▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇, ▇ 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 11.14. Section 11.14 of the Agreement is
hereby amended to read as follows:
Section 11.14. Wire Transfer Eligibility. With respect to the Certificates
(other than the Class A-9 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-9 Certificates, the minimum Percentage Interest eligible
for wire transfer on each Distribution Date is 25% Percentage Interest. The
Class A-R Certificate is not eligible for wire transfer.
Section 5. Amendment of Section 11.15. Section 11.15 of the Agreement is
hereby amended to read as follows:
Section 11.15. Single Certificate. A Single Certificate for each Subclass of
Class A Certificates (other than the Class A-9 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-9 Certificates
represents a $50,000,000 Initial Class A-9 Notional Amount.
Section 6. Addition of Section 11.18. A new Section 11.18 is added to read
as follows:
Section 11.18. Initial Class A-9 Notional Amount. The Initial Class A-9
Notional Amount is $250,268,432.
Section 7. Amendment of Exhibit A-9. Exhibit A-9 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. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
THE PRUDENTIAL HOME MORTGAGE
COMPANY, INC.
as Servicer
By:
Name: M. ▇▇▇▇▇▇▇ ▇▇▇▇
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 15th day of December, 1995, before me, a notary public in and for the
State of New York, personally appeared M. ▇▇▇▇▇▇▇ ▇▇▇▇, 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 15th day of December, 1995, before me, a notary public in and for the
State of New York, personally appeared M. ▇▇▇▇▇▇▇ ▇▇▇▇, 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-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1993-40, CLASS A-9
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.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.
Percentage Interest evidenced
by this Certificate: %
Denomination: $ (Initial Class A-9 Notional Amount)
Cut-Off Date: September 1, 1993
First Distribution Date: October 25, 1993
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-9 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 September 24,
1993 (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-9 Certificates required to be distributed to
Holders of Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. Interest will accrue on the
Class A-9 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) 6.50% and (B) the Class
A-9 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-9 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 in immediately available funds in accordance with the Pooling and
Servicing Agreement 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 in reduction of the principal balance of 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 September 24, 1993, at an issue price of
371616.40995%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and 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 September 17, 1993 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 principal balance of this Certificate is
approximately 258445.78142552%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 16.40%. There is no short
first accrual period. In the alternative, all interest distributions on this
Certificate may be treated as qualified stated interest and thus would not be
included in the stated redemption price at maturity of this Certificate, thereby
causing this Certificate to be considered to have been issued at a premium.
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 1993-40
CLASS B CERTIFICATES
TRANSFEREE'S LETTER
_________________ __, ____
First Trust National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The Prudential Home Mortgage Securities Company, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The undersigned (the "Purchaser") proposes to purchase The Prudential Home
Mortgage Securities Company, Inc. Mortgage Pass-Through Certificates, Series
1993-40, 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 September 24, 1993 as amended by Amendment No.
1 dated as of December 15, 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 1993-40.
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: _____________________________