November 22, 1996
Xxxxxx Brothers Inc.
Three World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated November 15, 1996 (the
"Underwriting Agreement") between Advanta Mortgage
Conduit Services, Inc. (the "Sponsor"), Advanta
National Bank USA (the "Originator") and Xxxxxx
Brothers Inc. (the "Underwriter"), the
Indemnification Agreement dated November 22, 1996
(the "Indemnification Agreement") among the
Originator, the Underwriter and the MBIA Insurance
Corporation (the "Certificate Insurer") and the
Insurance Agreement dated as of November 22, 1996
(the "Insurance Agreement") among the MBIA Insurance
Corporation, as the Certificate Insurer, Advanta, and
Advanta Mortgage Corp. USA (the "Master Servicer")
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement, the Indemnification
Agreement and the Insurance Agreement (together, the "Designated Agreements"),
the Sponsor and the Originator have undertaken certain financial obligations
with respect to the indemnification of the Underwriter and of the Certificate
Insurer with respect to the Registration Statement, the Prospectus and the
Prospectus Supplement described in the Designated Agreements. Any financial
obligations of the Sponsor and the Originator under the Designated Agreements,
whether or not specifically enumerated in this paragraph, are hereinafter
referred to as the "Joint and Several Obligations"; provided, however, that
"Joint and Several Obligations" shall mean only the financial obligations of the
Sponsor and the Originator under the Designated Agreements (including the
payment of money damages for a breach of any of the Sponsor's or Originator's
obligations under the Designated Agreements, whether financial or otherwise) but
shall not include any obligations not relating to the payment of money.
As a condition of their respective executions of the
Designated Agreements, the Underwriter and the Certificate
Insurer have required the undersigned, Advanta Mortgage Holding Company
("AMHC"), the parent corporation of the Sponsor and the Originator, to
acknowledge its joint-and-several liability with the Sponsor and the Originator
for the payment of the Joint and Several Obligations under the Designated
Agreements.
Now, therefore, the Underwriter, the Certificate Insurer and
AMHC do hereby agree that:
(i) AMHC hereby agrees to be absolutely and
unconditionally jointly and severally liable with the
Sponsor and the Originator to the Underwriter for the
payment of the Joint and Several Obligations under
the Underwriting Agreement.
(ii) AMHC hereby agrees to be absolutely and
unconditionally jointly and severally liable with the
Sponsor to the Certificate Insurer for the payment of
the Joint and Several Obligations under the Insurance
Agreement.
(iii) AMHC hereby agrees to be absolutely and unconditional
jointly and severally liable with the Originator to
the Certificate Insurer for the payment of the Joint
and Several Obligations under the Indemnification
Agreement.
(iv) AMHC may honor its obligations hereunder either by
direct payment of any Joint and Several Obligations
or by causing any Joint and Several Obligations to be
paid to the Underwriter or to the Certificate
Insurer, as applicable, by the Sponsor or another
affiliate of AMHC.
Capitalized terms used herein and not defined herein shall
have their respective meanings as set forth in the Agreement.
[AMHC Guaranty to the Underwriter and MBIA]
Very truly yours,
ADVANTA MORTGAGE HOLDING COMPANY
By:
-----------------------------
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
MBIA INSURANCE CORPORATION
By:
--------------------------------
Name:
Title:
XXXXXX BROTHERS INC.
as Underwriter
By:
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
[AMHC Guaranty to the Underwriter and MBIA]
