MBIA INSURANCE CORPORATION,
as Certificate Insurer
ADVANTA NATIONAL BANK USA
as Originator
and
▇▇▇▇▇▇ BROTHERS INC.,
as Underwriter
INDEMNIFICATION AGREEMENT
ADVANTA REVOLVING HOME EQUITY LOAN TRUST 1996-A
ADVANTA REVOLVING HOME EQUITY LOAN ASSET-BACKED
CERTIFICATES
SERIES 1996-A, CLASS A CERTIFICATES
Dated as of November 22, 1996
TABLE OF CONTENTS
Page
Section 1. Definitions................................................... 1
Section 2. Representations and Warranties of the Certificate Insurer..... 3
Section 3. Agreements, Representations and Warranties of the Underwriter. 4
Section 4. Agreements, Representations and Warranties of the Originator.. 4
Section 5. Indemnification............................................... 5
Section 6. Certificate Insurer Undertaking............................... 6
Section 7. Notice To Be Given Certificate Insurer........................ 6
Section 8. Notice To Be Given to the Underwriter......................... 7
Section 9. Notice To Be Given the Originator............................. 8
Section 10. Contribution.................................................. 9
Section 11. Notices....................................................... 10
Section 12. Governing Law, Etc............................................ 10
Section 13. Insurance Agreement; Underwriting Agreement;
Pooling and Servicing Agreement............................... 10
Section 14. Limitations................................................... 10
Section 15. Counterparts.................................................. 10
TESTIMONIUM .................................................... SIGNATURE PAGE
SIGNATURES AND SEALS ........................................... SIGNATURE PAGE
......................................................INDEMNIFICATION AGREEMENT
2
This Agreement, dated as of November 22, 1996, is by and among MBIA
Insurance Corporation (the "Certificate Insurer"), as the Certificate Insurer
under the Certificate Guaranty Insurance Policy (the "Policy") issued in
connection with the Class A Certificates described below, Advanta National Bank
USA (the "Originator") and ▇▇▇▇▇▇ Brothers Inc. as the Underwriter.
Section 1. Definitions. As used in this Agreement, the following terms
shall have the respective meanings stated herein, unless the context clearly
requires otherwise, in both singular and plural form, as appropriate.
Capitalized terms used in this Agreement but not otherwise defined herein will
have the meanings ascribed to such terms in the Pooling and Servicing Agreement
(as described below).
"Act" means the Securities Act of 1933, as amended, together with all
related rules and regulations.
"Agreement" means this Indemnification Agreement by and among the
Certificate Insurer, the Originator and the Underwriter.
"Class A Certificates" means the Advanta Revolving Home Equity Loan
Asset Backed Certificates, Series 1996-A, Class A Certificates issued pursuant
to the Pooling and Servicing Agreement.
"Indemnified Party" means any party entitled to any indemnification
pursuant to Section_5 below, as the context requires.
"Indemnifying Party" means any party required to provide
indemnification pursuant to Section_5 below, as the context requires.
"Insurance Agreement" means the Insurance Agreement, dated as of
November 22, 1996, by and among the Originator, the Master Servicer, Advanta
Mortgage Conduit Services, Inc., as Sponsor, Bankers Trust Company of
California, N.A., as Trustee and the Certificate Insurer.
"Certificate Insurer Party" means the Certificate Insurer and its
respective parents, subsidiaries and affiliates and any shareholder, director,
officer, employee, agent or any "controlling person" (as such term is used in
the Act) of any of the foregoing.
"Losses" means (i)_any actual out-of-pocket loss paid by the party
entitled to indemnification or contribution hereunder and (ii)_any actual
out-of-pocket costs and expenses paid by such party, including reasonable fees
and expenses of its counsel, to the extent not paid, satisfied or reimbursed
from funds provided by any other Person (provided that the foregoing shall not
create or imply any obligation to pursue recourse against any such other
Person).
"Master Servicer" means Advanta Mortgage Corp. USA, as Master Servicer.
1
"Originator Party" means the Originator, each of its parents,
subsidiaries and affiliates and any shareholder, director, officer, employee,
agent or any "controlling person" (as such term is used in the Act) of any of
the foregoing.
"Person" means any individual, partnership, joint venture, corporation,
trust or unincorporated organization or any government or agency or political
subdivision thereof.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of November 1, 1996 by and among the Originator, the Sponsor,
the Master Servicer and the Trustee.
"Prospectus" means the form of final Prospectus included in the
Registration Statement on each date that the Registration Statement and any post
effective amendment or amendments thereto became effective.
"Prospectus Supplement" means the form of final Prospectus Supplement
dated November 15, 1996.
"Registration Statement" means the registration statement on Form_S-3
of the Sponsor relating to the Class A Certificates.
"Trustee" means Bankers Trust Company of California, N.A., or any
successor thereto.
"Underwriter Party" means the Underwriter and its parents, subsidiaries
and affiliates and any shareholder, director, officer, employee, agent or
"controlling person" (as such term is used in the Act) of any of the foregoing.
"Underwriter" means ▇▇▇▇▇▇ Brothers Inc.
"Underwriting Agreement" means the Underwriting Agreement by and
between the Sponsor and the Underwriter, dated November 15, 1996.
Section 2. Representations and Warranties of the Certificate Insurer.
The Certificate Insurer represents and warrants to the Underwriter and the
Originator as follows:
(a) Organization and Licensing. The Certificate Insurer is a
duly incorporated and existing New_York stock insurance company
licensed to do business in the State of New_York.
(b) Corporate Power. The Certificate Insurer has the corporate
power and authority to issue the Policy and to execute and deliver this
Agreement and the Insurance Agreement and to perform all of its
obligations hereunder and thereunder.
(c) Authorization; Approvals. The issuance of the Policy and
the execution, delivery and performance of this Agreement and the
Insurance Agreement have been duly
2
authorized by all necessary corporate proceedings. No further approvals
or filings of any kind, including, without limitation, any further
approvals of or further filings with any governmental agency or other
governmental authority, or any approval of the Certificate Insurer's
board of directors or stockholders, are necessary for the Policy, this
Agreement and the Insurance Agreement to constitute the legal, valid
and binding obligations of the Certificate Insurer.
(d) Enforceability. The Policy, when issued, and this
Agreement and the Insurance Agreement will each constitute a legal,
valid and binding obligation of the Certificate Insurer, enforceable in
accordance with its terms, subject to applicable laws affecting the
enforceability of creditors' rights generally.
(e) Financial Information. The consolidated financial
statements of the Certificate Insurer as of December_31, 1995 and
December_31, 1994 and for the three years ended December_31, 1995
incorporated by reference in the Prospectus Supplement (the
"Certificate Insurer Audited Financial Statements"), fairly present in
all material respects the financial condition of the Certificate
Insurer as of such date and for the period covered by such statements
in accordance with generally accepted accounting principles
consistently applied. The consolidated financial statements of the
Certificate Insurer and its subsidiaries for the nine months ended
September 30, 1996 incorporated by reference in the Prospectus
Supplement (the "Certificate Insurer Unaudited Financial Statements")
present fairly in all material respects the financial condition of the
Certificate Insurer as of such date and for the period covered by such
statements in accordance with generally accepted accounting principles
applied in a manner consistent with the accounting principles used in
preparing the Certificate Insurer Audited Financial Statements, and,
since September_30, 1996 there has been no material change in such
financial condition of the Certificate Insurer which would materially
and adversely affect its ability to perform its obligations under the
Policy.
(f) Certificate Insurer Information. The information in the
Prospectus Supplement as of the date hereof under the caption "The
Policy and The Certificate Insurer" (the "Certificate Insurer
Information") is true and correct in all material respects and does not
contain any untrue statement of a fact that is material to the
Certificate Insurer's ability to perform its obligations under the
Policy.
(g) No Litigation. There are no actions, suits, proceedings or
investigations pending or, to the best of the Certificate Insurer's
knowledge, threatened against it at law or in equity or before or by
any court, governmental agency, board or commission or any arbitrator
which, if decided adversely, would materially and adversely affect its
condition (financial or otherwise) or operations or which would
materially and adversely affect its ability to perform its obligations
under this Agreement, the Policy or the Insurance Agreement.
Section 3. Agreements, Representations and Warranties of the
Underwriter. The Underwriter represents and warrants to and agrees with the
Originator and the Certificate Insurer that the statements in the Prospectus
Supplement made in reliance upon and in conformity with
3
written information relating to the Underwriter furnished to the Originator
specifically for use in the preparation of the Prospectus Supplement, and
acknowledged in writing (referred to herein as the "Underwriter Information"),
are true and correct in all material respects.
Section 4. Agreements, Representations and Warranties of the
Originator. The Originator represents and warrants to and agrees with the
Certificate Insurer and the Underwriter as follows:
(a) Registration Statement. The information in the
Registration Statement, the Prospectus and the Prospectus Supplement,
other than the Certificate Insurer Information, is true and correct in
all material respects and does not contain any untrue statement of a
fact that is material or omit to state a fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
(b) Organization. The Originator is duly incorporated and
existing under the laws of the State of Delaware and is in good
standing as a foreign corporation in each jurisdiction in which the
nature of its business, or the properties owned or leased by it, makes
such qualification necessary.
(c) Corporate Power. The Originator has the corporate power
and authority to execute and deliver this Agreement, the Underwriting
Agreement, the Pooling and Servicing Agreement, any Subsequent Transfer
Agreement and the Insurance Agreement and to perform all of its
obligations hereunder and thereunder.
(d) Authorization; Approvals. The execution, delivery and
performance of this Agreement, the Underwriting Agreement, the Pooling
and Servicing Agreement, any Subsequent Transfer Agreement and the
Insurance Agreement by the Originator have been duly authorized by all
necessary corporate proceedings. No further approvals or filings of any
kind, including, without limitation, any further approvals of or
further filing with any governmental agency or other governmental
authority, or any approval of the Originator's board of directors or
stockholders, are necessary for this Agreement, the Underwriting
Agreement, the Pooling and Servicing Agreement, any Subsequent Transfer
Agreement and the Insurance Agreement to constitute the legal, valid
and binding obligations of the Originator.
(e) Enforceability. This Agreement, the Pooling and Servicing
Agreement, the Underwriting Agreement, any Subsequent Transfer
Agreement and the Insurance Agreement will each constitute a legal,
valid and binding obligation of the Originator, each enforceable in
accordance with its terms, subject, as to the enforcement of remedies,
to bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the enforceability of creditors' rights generally
applicable in the event of the bankruptcy, insolvency or reorganization
of the Originator and to general principles of equity.
(f) No Litigation. There are no actions, suits, proceedings or
investigations pending or, to the best of the Originator's knowledge,
threatened against it at law or in
4
equity or before any court, governmental agency, board or commission or
any arbitrator which, if decided adversely, would materially and
adversely affect its condition (financial or otherwise) or operations
of it or would materially and adversely affect its ability to perform
its obligations under this Agreement, the Underwriting Agreement, the
Pooling and Servicing Agreement, any Subsequent Transfer Agreement or
the Insurance Agreement.
Section 5. Indemnification. (a)_The Certificate Insurer hereby agrees,
upon the terms and subject to the conditions of this Agreement, to indemnify,
defend and hold harmless each Originator Party and the Underwriter Party against
any and all Losses incurred by them with respect to the offer and sale of any of
the Class A Certificates and resulting from the Certificate Insurer's breach of
any of its representations and warranties set forth in Section_2 of this
Agreement.
(b) The Underwriter hereby agrees, upon the terms and subject to the
conditions of this Agreement, to indemnify, defend and hold harmless each
Certificate Insurer Party against any and all Losses incurred by it with respect
to the offer and sale of any of the Class A Certificates and resulting from the
Underwriter's breach of any of its representations and warranties set forth in
Section_3 of this Agreement.
(c) The Originator hereby agrees, upon the terms and subject to the
conditions of this Agreement, to indemnify, defend and hold harmless each
Certificate Insurer Party against any and all Losses incurred by it with respect
to the offer and sale of any of the Class A Certificates and resulting from the
Originator's breach of any of its representations and warranties set forth in
Section_4 of this Agreement.
(d) Upon the incurrence of any Losses entitled to indemnification
hereunder, the Indemnifying Party shall reimburse the Indemnified Party promptly
upon establishment by the Indemnified Party to the Indemnifying Party of the
Losses incurred.
Section 6. Certificate Insurer Undertaking. The Certificate Insurer
hereby agrees that, for so long as the Underwriter is required under the Act to
deliver a Prospectus Supplement in connection with the sale of any of the Class
A Certificates, the Certificate Insurer will furnish to the Underwriter or the
Originator, or both, upon written request of such party or parties and at the
expense of the Underwriter or the Originator, as the case may be, copies of the
Certificate Insurer's most recent financial statements (annual or interim, as
the case may be) prepared in accordance with generally accepted accounting
principles (subject, as to interim statements, to normal year-end adjustments)
within a reasonable time after they are available.
Section 7. Notice To Be Given Certificate Insurer. Except as provided
in Section_10 below with respect to contribution, the indemnification provided
herein by the Certificate Insurer shall be the exclusive remedy of each
Underwriter Party or Originator Party for the Losses resulting from the
Certificate Insurer's breach of a representation, warranty or agreement
hereunder; provided, however, that each Underwriter Party or Originator Party
shall be entitled to pursue any other remedy at law or in equity for any such
breach so long as the damages sought to be recovered shall not exceed the Losses
incurred thereby resulting from such breach.
5
In the event that any action or regulatory proceeding shall be commenced or
claim asserted which may entitle each Underwriter Party or Originator Party to
be indemnified under this Agreement, such party shall give the Certificate
Insurer written or telegraphic notice of such action or claim reasonably
promptly after receipt of written notice thereof. The Certificate Insurer shall
be entitled to participate in the defense of any such action or claim in
reasonable cooperation with, and with the reasonable cooperation of, each
Originator Party or each Underwriter Party, as the case may be. The Indemnified
Party will have the right to employ its own counsel in any such action in
addition to counsel for the Certificate Insurer, but the fees and expenses of
such counsel will be at the expense of such Indemnified Party unless (1) the
employment of counsel by the Indemnified Party at its expense has been
authorized in writing by the Certificate Insurer, (2) the Certificate Insurer
has not in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action or (3)
the named parties to any such action include the Certificate Insurer on the one
hand and, on the other hand, the Indemnified Party, and such Indemnified Party
shall have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Certificate Insurer (in which case, if such Indemnified Party notifies the
Certificate Insurer in writing that it elects to employ separate counsel at the
expense of the Certificate Insurer, the Certificate Insurer shall not have the
right to assume the defense of such action or proceeding on such Indemnified
Party's behalf), in each of which cases the reasonable fees and expenses of
counsel (including local counsel) will be at the expense of the Certificate
Insurer, and all such fees and expenses will be reimbursed promptly as they are
incurred but, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, the Certificate Insurer shall not be
liable for the fees and expenses of more than one counsel for all Originator
Parties and more than one counsel for all Underwriter Parties. The Underwriter
Parties and Originator Parties shall cooperate with the Certificate Insurer
Parties in resolving any event which would give rise to an indemnity obligation
pursuant to Section_5(a) hereof in the most efficient manner. No settlement of
any such claim or action shall be entered into without the consent of each
Originator Party or each Underwriter Party, as the case may be, who is subject
to such claim or action, on the one hand, and each Certificate Insurer Party who
is subject to such claim or action, on the other hand; provided, however, that
the consent of such Originator Party or such Underwriter Party, as applicable,
shall not be required if such settlement fully discharges, with prejudice
against the plaintiff, the claim or action against such Originator Party or
Underwriter Party. Any failure by a Originator Party or Underwriter Party, as
the case may be, to comply with the provisions of this Section shall relieve the
Certificate Insurer of liability only if such failure is materially prejudicial
to any legal pleadings, grounds, defenses or remedies in respect thereof or the
Certificate Insurer's financial liability hereunder, and then only to the extent
of such prejudice.
Section 8. Notice To Be Given to the Underwriter. Except as provided
below in Section_10 with respect to contribution, the indemnification provided
herein by the Underwriter shall be the exclusive remedy of any Certificate
Insurer Party for the Losses resulting from the Underwriter's breach of a
representation, warranty or agreement hereunder; provided, however, that each
Certificate Insurer Party shall be entitled to pursue any other remedy at law or
in equity for any such breach so long as the damages sought to be recovered
shall not exceed the Losses incurred thereby resulting from such breach. In the
event that any action or regulatory
6
proceeding shall be commenced or claim asserted which may entitle a Certificate
Insurer Party to be indemnified under this Agreement, such party shall give the
Underwriter written or telegraphic notice of such action or claim reasonably
promptly after receipt of written notice thereof. The Underwriter shall be
entitled to participate in the defense of any such action or claim in reasonable
cooperation with, and with the reasonable cooperation of, the Certificate
Insurer Party. The Indemnified Party will have the right to employ its own
counsel in any such action in addition to counsel for the Underwriter, but the
fees and expenses of such counsel will be at the expense of such Indemnified
Party unless (1) the employment of counsel by the Indemnified Party at its
expense has been authorized in writing by the Underwriter, (2) the Underwriter
has not in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action or (3)
the named parties to any such action include the Underwriter on the one hand
and, on the other hand, the Indemnified Party, and such Indemnified Party shall
have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Underwriter (in which case, if such Indemnified Party notifies the Underwriter
in writing that it elects to employ separate counsel at the expense of the
Underwriter, the Underwriter shall not have the right to assume the defense of
such action or proceeding on such Indemnified Party's behalf), in each of which
cases the reasonable fees and expenses of counsel will be at the expense of the
Underwriter, and all such fees and expenses will be reimbursed promptly as they
are incurred but, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, the Underwriter shall not be
liable for the fees and expenses of more than one counsel for all Certificate
Insurer Parties. The Certificate Insurer Party shall cooperate with each
Underwriter Party and each Originator Party in resolving any event which would
give rise to an indemnification obligation pursuant to Section 5(b) hereof in
the most efficient manner. No settlement of any such claim or action shall be
entered into without the consent of each Certificate Insurer Party who is
subject to such claim or action, on the one hand, and each Underwriter Party who
is subject to such claim or action, on the other hand; provided, however, that
the consent of such Certificate Insurer Party shall not be required if such
settlement fully discharges, with prejudice against the plaintiff, the claim or
action against such Certificate Insurer Party. Any failure by a Certificate
Insurer Party to comply with the provisions of this Section shall relieve the
Underwriter of liability only if such failure is materially prejudicial to any
legal pleadings, grounds, defenses or remedies in respect thereof or the
Underwriter's liability hereunder, and then only to the extent of such
prejudice.
Section_9. Notice To Be Given the Originator. Except as provided below
in Section 10 with respect to contribution, the indemnification provided herein
by the Originator shall be the exclusive remedy of any Certificate Insurer Party
for the Losses resulting from the Originator's breach of a representation,
warranty or agreement hereunder; provided, however, that the Certificate Insurer
Party shall be entitled to pursue any other remedy at law or in equity for any
such breach so long as the damages sought to be recovered shall not exceed the
Losses incurred thereby resulting from such breach. In the event that any action
or regulatory proceeding shall be commenced or claim asserted which may entitle
a Certificate Insurer Party to be indemnified under this Agreement, such party
shall give the Originator written or telegraphic notice of such action or claim
reasonably promptly after receipt of written notice thereof. The Originator
shall be entitled to participate in the defense of any such action or claim in
reasonable cooperation
7
with, and with the reasonable cooperation of, the Certificate Insurer Party. The
Indemnified Party will have the right to employ its own counsel in any such
action in addition to counsel for the Originator, but the fees and expenses of
such counsel will be at the expense of such Indemnified Party unless (1) the
employment of counsel by the Indemnified Party at its expense has been
authorized in writing by the Originator, (2) the Originator has not in fact
employed counsel to assume the defense of such action within a reasonable time
after receiving notice of the commencement of the action or (3) the named
parties to any such action include the Originator, on the one hand, and, on the
other hand, the Indemnified Party, and such Indemnified Party shall have been
advised by counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the Originator (in
which case, if such Indemnified Party notifies the Originator in writing that it
elects to employ separate counsel at the expense of the Originator, the
Originator shall not have the right to assume the defense of such action or
proceeding on such Indemnified Party's behalf), in each of which cases the
reasonable fees and expenses of counsel will be at the expense of the
Originator, and all such fees and expenses will be reimbursed promptly as they
are incurred but, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, the Originator shall not be
liable for the fees and expenses of more than one counsel for all Certificate
Insurer Parties. The Certificate Insurer Party shall cooperate with each
Originator Party and each Underwriter Party in resolving any event which would
give rise to an indemnification obligation pursuant to Section 5(c) hereof in
the most efficient manner. No settlement of any such claim or action shall be
entered into without the consent of each Certificate Insurer Party who is
subject to such claim or action, on the one hand, and the Originator Party, on
the other hand; provided, however, that the consent of such Certificate Insurer
Party shall not be required if such settlement fully discharges, with prejudice
against the plaintiff, the claim or action against such Certificate Insurer
Party. Any failure by a Certificate Insurer Party to comply with the provisions
of this Section shall relieve the Originator of liability only if such failure
is materially prejudicial to any legal pleadings, grounds, defenses or remedies
in respect thereof or the Originator's liability hereunder, and then only to the
extent of such prejudice.
Section_10. Contribution. (a)_To provide for just and equitable
contribution if the indemnification provided by the Certificate Insurer is
determined to be unavailable for any Underwriter Party or Originator Party
(other than pursuant to Section_5 or_7 of this Agreement), the Certificate
Insurer shall contribute to the aggregate costs of liabilities arising from any
breach of a representation or warranty set forth in this Agreement on the basis
of the relative fault of all Underwriter Parties, all Originator Parties and all
Certificate Insurer Parties, respectively.
(b) To provide for just and equitable contribution if the
indemnification provided by the Originator is determined to be unavailable for
any Certificate Insurer Party (other than pursuant to Section_5 or_9 of this
Agreement), the Originator shall contribute to the aggregate costs of
liabilities arising from any breach of a representation or warranty set forth in
this Agreement on the basis of the relative fault of all Underwriter Parties,
all Originator Parties and all Certificate Insurer Parties.
(c) To provide for just and equitable contribution if the
indemnification provided by the Underwriter is determined to be unavailable for
any Certificate Insurer Party (other than
8
pursuant to Section_5 or_8 of this Agreement), the Underwriter shall contribute
to the aggregate costs of liabilities arising from any breach of a
representation or warranty set forth in this Agreement on the basis of the
relative fault of all Underwriter Parties, all Originator Parties and all
Certificate Insurer Parties.
(d) The relative fault of each Indemnifying Party, on the one hand, and
of each Indemnified Party, on the other hand, shall be determined by reference
to, among other things, whether the breach of, or alleged breach of, any of its
representations and warranties set forth in Section_2, 3 or 4 of this Agreement
relates to information supplied by, or action within the control of, the
Indemnifying Party or the Indemnified Party and the Parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
breach.
(e) The Parties agree that the Certificate Insurer shall be solely
responsible for the Certificate Insurer Information and for the Certificate
Insurer Financial Statements, that the Underwriter shall be solely responsible
for the Underwriter Information provided by the Underwriter in writing for use
in the Prospectus Supplement and that the Originator shall be responsible for
all other information in the Registration Statement and the Prospectus
Supplement.
(f) No person guilty of fraudulent misrepresentation (within the
meaning of Section_11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
(g) The indemnity and contribution agreements contained in this
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of any Underwriter Party, any Originator
Party or any Certificate Insurer Party, (ii) the issuance of any Class A
Certificates or the Policy or (iii) any termination of this Agreement.
(h) Upon the incurrence of any Losses entitled to contribution
hereunder, the contributor shall reimburse the party entitled to contribution
promptly upon establishment by the party entitled to contribution to the
contributor of the Losses incurred.
Section_11. Notices. All notices and other communications provided for
under this Agreement shall be addressed to the address set forth below as to
each party or at such other address as shall be designated by a party in a
written notice to the other party.
If to the Certificate Insurer: MBIA Insurance Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
If to the Originator: Advanta National Bank USA.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
If to the Underwriter: ▇▇▇▇▇▇ Brothers Inc.
▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
Section_12. Governing Law, Etc. This Agreement shall be deemed to be a
contract under the laws of the State of New_York and shall be governed by and
construed in accordance with the laws of the State of New_York without regard to
its conflicts of laws provisions. This Agreement may not be assigned by any
party without the express written consent of each other party. Amendments of
this Agreement shall be in writing signed by each party. This Agreement shall
not be effective until executed by each of the Certificate Insurer, the
Originator and the Underwriter.
Section_13. Insurance Agreement; Underwriting Agreement; Pooling and
Servicing Agreement. This Agreement in no way limits or otherwise affects the
indemnification obligations of the Originator under (a) the Insurance Agreement,
(b) the Underwriting Agreement, (c) the Pooling and Servicing Agreement or (d)
any Subsequent Transfer Agreement.
Section 14. Limitations. Nothing in this Agreement shall be construed
as a representation or undertaking by the Certificate Insurer concerning
maintenance of the rating currently assigned to its claims-paying ability by
▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's") and/or Standard_& Poor's Ratings
Group, a division of The McGraw Hill Companies, Inc. ("S&P") or any other rating
agency (collectively, the "Rating Agencies").
Section_15. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall together constitute but one and the same
instrument.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized, all as of the date first above written.
MBIA INSURANCE CORPORATION,
as Certificate Insurer
By
-------------------------------------
Title
----------------------------------
ADVANTA NATIONAL BANK USA,
as Originator
By
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Title
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▇▇▇▇▇▇ BROTHERS INC.,
as Underwriter
By
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Title
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