Exhibit 4.4
March 26, 1997
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated March 26, 1997 (the
"Underwriting Agreement") between Advanta
Mortgage Conduit Services, Inc. ("Advanta") and
Xxxxxx Brothers Inc. (as Representative of the
Underwriters, the "Representative")
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement, Advanta has undertaken
certain financial obligations with respect to the indemnification of the
Underwriter with respect to the Registration Statement, the Prospectus and the
Prospectus Supplement described in the Designated Agreements. Any financial
obligations of Advanta under the Underwriting Agreement, 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 Advanta under the
Underwriting Agreement (including the payment of money damages for a breach of
any of Advanta's obligations under the Underwriting Agreement, 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
Underwriting Agreement, the Underwriter has required the undersigned, Advanta
Mortgage Holding Company ("AMHC"), the parent corporation of Advanta, to
acknowledge its joint-and-several liability with Advanta for the payment of the
Joint and Several Obligations under the Underwriting Agreement.
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
Advanta to the Underwriter for the payment of the
Joint and Several Obligations under the Underwriting
Agreement.
(ii) 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 by Advanta
or another affiliate of AMHC.
Capitalized terms used herein and not defined herein shall
have their respective meanings as set forth in the Agreement.
Very truly yours,
ADVANTA MORTGAGE HOLDING COMPANY
By:________________________________
Xxxx X. Xxxxxxxxx
Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXX XXXXXXX & CO. INCORPORATED
as Representative of the Underwriters
By:_________________________________
[AMHC Guaranty - Underwriter]
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