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Exhibit 4.3
CONVEYANCE AGREEMENT
Advanta Mortgage Corp. USA ("USA"), Advanta Mortgage Corp. Midatlantic,
Advanta Mortgage Corp. Midatlantic II, Advanta Mortgage Corp. Midwest, Advanta
Mortgage Corp. of New Jersey, Advanta Mortgage Corp. Northeast, Advanta Finance
Corp. and Advanta National Bank, as Affiliated Originators, Advanta Conduit
Receivables, Inc., as an Affiliate, Advanta Mortgage Conduit Services, Inc. as
Sponsor (the "Sponsor"), pursuant to the Master Loan Transfer Agreement dated
as of June 15, 1997 (the "Mortgage Transfer Agreement") among themselves and
Bankers Trust Company of California, N.A. as conduit trustee (the "Conduit
Trustee"), hereby confirm their understanding with respect to the conveyance by
each Affiliated Originator, the Affiliate and the Sponsor of those Mortgage
Loans listed on the Schedule of Mortgage Loans (the "Transferred Mortgage
Loans") (attached as Schedule I to the Pooling and Servicing Agreement date as
of December 1, 1997 among the Sponsor, USA and Bankers Trust Company of
California, N.A., as Trustee) from the Conduit Acquisition Trust to the Advanta
Mortgage Loan Trust 1997-4 (the "Trust").
CONVEYANCE OF TRANSFERRED MORTGAGE LOANS. Each Affiliated Originator, the
Affiliate and the Sponsor, concurrently with the execution and delivery of this
Conveyance Agreement, does hereby irrevocably transfer, assign, set over and
otherwise convey, and does direct the Conduit Trustee:
(i) to convey to Advanta Conduit Receivables, Inc., without recourse
(except as otherwise explicitly provided for herein) all of its right, title
and interest in and to the Transferred Mortgage Loans being conveyed by it,
including specifically, without limitation, the Mortgages (as such term is
defined in the "related Advanta Pooling Agreement"), the Files and all other
documents, materials and properties appurtenant thereto and the Notes,
including all interest and principal received by such Affiliated Originator on
or with respect to such Transferred Mortgage Loans on or after the related
Cut-Off Date, together with all of its right, title and interest in and to the
proceeds received on or after the related Cut-off Date of any related insurance
policies; and (ii) to convey, from Advanta Conduit Receivables, Inc. to the
Trust, without recourse (except as otherwise explicitly provided for herein)
all of its right, title and interest in and to the Transferred Mortgage Loans
being conveyed by it, including specifically, without limitation, the Mortgages
(as such term is defined in the "related Advanta Pooling agreement"), the Files
and all other documents, materials and properties appurtenant thereto and the
Notes, including all interest and principal received by Advanta Conduit
Receivables, Inc. on or with respect to such Transferred Mortgage Loans on or
after the related Cut-Off Date, together with all of its right, title and
interest in and to the proceeds received on or after the related Cut-off Date
of any related insurance policies.
If an Affiliated Originator cannot deliver the original Mortgage or
mortgage assignment with evidence of recording thereon concurrently with the
execution and delivery of this Conveyance Agreement solely because of a delay
caused by the public recording office where such original Mortgage or mortgage
assignment has been delivered for recordation, such Affiliated Originator shall
promptly deliver to Bankers Trust Company of California, N.A., in its capacity
as Trustee (the "Trustee") such original Mortgage or mortgage assignment with
evidence of recording indicated thereon upon receipt thereof from the public
recording official.
The costs relating to the delivery of the documents specified in this
Conveyance Agreement shall be borne by each Affiliated Originator.
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The Affiliated Originators hereby make the representations and Warranties
set forth in Section 5(b) of the Master Transfer Agreement with respect to the
Transferred Mortgage Loans, together with the following additional
representation and warranty.
As of the Startup Day, no Mortgage is currently a debtor in a cases under
Title 11 of the United States Code, or any similar state insolvency proceeding.
The Trustee and the trust are intended beneficiaries of this Agreement and
of the foregoing representations, warranties and agreements.
The "Cut-Off Date" with respect to such Transferred Mortgage Loans shall
be December 1, 1997.
All terms and conditions of the Master Transfer Agreement are hereby
incorporated herein; provided that in the event of any conflict the provisions
of this Conveyance Agreement shall control over the conflicting provisions of
the Master Transfer Agreement.
For purposes of this Conveyance Agreement, the "related Advanta Pooling
Agreement" with respect to the Transferred Mortgage Loans is the Pooling and
Servicing Agreement dated as of December 1, 1997 by and among the Sponsor, USA
and the Trustee.
Terms capitalized herein and not defined herein shall have their respective
meanings as set forth in the Mortgage Transfer Agreement.
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ADVANTA MORTGAGE CORP. USA
ADVANTA MORTGAGE CORP. MIDATLANTIC
ADVANTA MORTGAGE CORP. MIDATLANTIC II
ADVANTA MORTGAGE CORP. MIDWEST
ADVANTA MORTGAGE CORP. OF NEW JERSEY
ADVANTA MORTGAGE CORP. NORTHEAST
ADVANTA NATIONAL BANK,
as Affiliated Originators
and
ADVANTA CONDUIT RECEIVABLES, INC.,
as an Affiliate
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ADVANTA MORTGAGE CONDUIT SERVICES,
INC., as Sponsor
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee
By:
___________________________________
Name:
Title:
ADVANTA FINANCE CORP.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Dated: December 18, 1997
[Conveyance Agreement]
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ADVANTA MORTGAGE CORP. USA
ADVANTA MORTGAGE CORP. MIDATLANTIC
ADVANTA MORTGAGE CORP. MIDATLANTIC II
ADVANTA MORTGAGE CORP. MIDWEST
ADVANTA MORTGAGE CORP. OF NEW JERSEY
ADVANTA MORTGAGE CORP. NORTHEAST
ADVANTA NATIONAL BANK,
as Affiliated Originators
and
ADVANTA CONDUIT RECEIVABLES, INC.,
as an Affiliate
By:
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ADVANTA MORTGAGE CONDUIT SERVICES,
INC., as Sponsor
By:
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
ADVANTA FINANCE CORP.
By:
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Dated: December 18, 1997
[Conveyance Agreement]