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EXHIBIT 4.5
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September 18, 1997
Xxxxxx Brothers Inc.
3 World Financial Center
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated September 5, 1997 (the
"Underwriting Agreement") between Advanta Mortgage Conduit
Services, Inc. ("Advanta") and Xxxxxx Brothers Inc. (as
Representative of the Underwriters, the "Representative")
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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 Representative 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 Representative 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 Representative by Advanta or another
affiliate of AMHC.
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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:
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Xxxx X. Xxxxxxxxx
Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXX BROTHERS INC.
as Representative of the Underwriters
By:
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Name:
Title:
[AMHC Guaranty -- Underwriter]
