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Exhibit 4.3
________________________________________________________________________________
MASTER CONTRIBUTION AGREEMENT
between
ADVANTA BUSINESS SERVICES CORP.,
as the Contributor
and
ADVANTA LEASING RECEIVABLES CORP. III,
as the Obligors' Agent
Dated as of
May 1, 1997
________________________________________________________________________________
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TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01 Terms Defined in the Master Facility Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02 Additional Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. CONVEYANCE OF INITIAL CONVEYED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.01 Capital Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02 Custody of Contract Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.03 Servicing of Contracts and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.04 Contribution of Conveyed Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3.01 Representations and Warranties of ABS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3.02 Representations and Warranties of the Obligors' Agent . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.03 Removal of Contracts and Equipment by ABS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV. COVENANTS OF ABS, THE OBLIGORS AND THE OBLIGORS' AGENT . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.01 ABS Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.02 Covenants of the Obligors' Agent and each Obligor . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 4.03 Pledge of Conveyed Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE V. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.01 Conditions to the Obligors' Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.02 Conditions to ABS's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VI. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.01 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.02 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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ARTICLE VII. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 7.01 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 7.02 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 7.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 7.04 Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.05 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.06 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.07 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.08 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.09 Binding Effect; Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.10 Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 7.11 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 7.12 Schedules and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 7.13 No Bankruptcy Petition Against Obligors' Agent or any Obligor . . . . . . . . . . . . . . . . . . . 16
EXHIBIT A - Form of Contribution Agreement Supplement
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MASTER CONTRIBUTION AGREEMENT
THIS MASTER CONTRIBUTION AGREEMENT, dated as of May 1,
1997, is entered into between ADVANTA BUSINESS SERVICES CORP. ("ABS"), a
Delaware corporation located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, and ADVANTA LEASING RECEIVABLES CORP. III, a Nevada corporation located
at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Obligors' Agent").
W I T N E S S E T H:
WHEREAS, ABS in the ordinary course of its business
originates and acquires Contracts in the United States and its territories and
possessions; and
WHEREAS, ABS desires to transfer and assign all of its
right, title and interest in and to the Conveyed Assets (as defined below) to
the Obligors upon the terms and conditions hereinafter set forth;
WHEREAS, the Obligors, ABS, in its capacity as Servicer
and The Chase Manhattan Bank have heretofore entered into the Master Business
Receivables Asset-Backed Financing Facility Agreement dated as of May 1, 1997
(the "Master Facility Agreement") pursuant to which the Obligors will finance
their acquisition and holding of the Conveyed Assets;
WHEREAS, it is contemplated that following such transfer
and assignment, ABS will continue to administer and service the Conveyed Assets
in its capacity as Servicer pursuant to the Master Facility Agreement;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01 Terms Defined in the Master Facility
Agreement. For the purposes of this Agreement, capitalized terms used herein
but not otherwise defined shall have the respective meanings assigned to such
terms in the Master Facility Agreement.
SECTION 1.02 Additional Definitions. Whenever used in
this Agreement, the following words and phrases shall have the following
meanings:
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"Agreement" shall mean this Master Contribution
Agreement, as defined in the preamble to this Agreement, and all amendments
hereto.
"ABS" shall mean Advanta Business Services Corp., a
Delaware corporation.
"Capital Contribution" shall have the meaning set forth
in Section 2.01 hereof.
"Contribution Agreement Supplement" shall mean each
Contribution Agreement Supplement executed and delivered pursuant to this
Agreement substantially in the form of Exhibit A.
"Contribution Date" shall mean each date on which a
contribution of Conveyed Assets is to be effected, as set forth in the related
Contribution Agreement Supplement.
"Conveyed Assets" means (i) each Contract contributed or
otherwise transferred to the Related Obligor(s) by ABS pursuant to a
Contribution Agreement Supplement under the Master Facility Agreement, together
with (ii) all Collections after the related Contribution Date, (iii) Related
Security associated therewith, (iv) all balances, instruments, monies and other
securities and investments held from time to time by ABS, as Servicer,
representing Collections or Residual Receipts or Insurance Proceeds received
after the related Contribution Date; (v) all security interests in the
Equipment not owned by ABS, and all Equipment owned by ABS, in each case
associated with such Contracts, and (vii) all proceeds of the foregoing, but
excluding any Insurance Premiums, taxes, late charge fees, Initial Unpaid
Amounts and Security Deposits.
"Electronic Ledger" shall mean ABS's master electronic
record of all contracts serviced by it, including the Contracts.
"Related Obligor(s)" shall mean the Obligor(s)
designated as the "Related Obligors" in the related Contribution Agreement
Supplement.
ARTICLE II.
CONVEYANCE OF INITIAL CONVEYED ASSETS
SECTION 2.01 Capital Contribution. (a) ABS shall, from
time to time, and pursuant to a Contribution Agreement Supplement make a
capital contribution (a "Capital Contribution") to the Obligor(s) specified in
such Contribution Agreement Supplement of all of ABS's right, title and
interest in, to, and under the related Conveyed Assets, whether now existing or
hereafter arising, and ABS shall, from time to time, and
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pursuant to a Contribution Agreement Supplement assigns, conveys, grants and
transfers to such Related Obligors, without representation, warranty or
recourse except as expressly provided in Section 3.01, all of its right, title
and interest in and to such related Conveyed Assets.
(b) In connection with such contribution and
conveyance, prior to the related Contribution Date, ABS agrees to record and
file, at its own expense, financing statements (and thereafter timely
continuation statements with respect to such financing statements) with respect
to the related Conveyed Assets, meeting the requirements of applicable state
law in such manner and in such jurisdictions as are necessary to perfect and to
maintain the perfection of, the transfer and contribution of the related
Conveyed Assets from ABS to the Related Obligors and the pledge of such related
Conveyed Assets from the Related Obligors to the Trustee, and to deliver a
file-stamped copy of such financing statements or other evidence of such
filings to the Obligors' Agent on or prior to the related Contribution Date;
provided, however, that, except as required by the Master Facility Agreement,
no financing statements will be recorded or filed with respect to the
contribution or transfer of the Equipment unless ABS shall be requested by the
Obligors' Agent, to file UCC-3 statements or similar statements with respect to
Equipment on which ABS has a security interest only in order to exercise
remedies with respect to Charged-Off Contracts to which such Equipment
relates; and provided, further, that the Contract Files will not be physically
delivered to the Related Obligors or to the Trustee, but instead will be held
by ABS on behalf of the Trustee and the Contract Files will be marked as
required by the Master Facility Agreement. A carbon, photographic or other
reproduction of this Agreement or of any financing statement required by ABS or
the Obligors' Agent is sufficient as a financing statement in any state to
perfect the transfers granted in this Agreement.
(c) In connection with each such contribution and
conveyance, ABS shall, at its own expense, (i) cause its Electronic Ledger to
be marked to show that the related Conveyed Assets have been contributed and
transferred to the Related Obligors in accordance with this Agreement, and the
related Conveyed Assets pledged to the Trustee in accordance with the Master
Facility Agreement on or prior to the related Contribution Date and (ii)
deliver to the Trustee on behalf of the Related Obligors the related List of
Contracts on the related Contribution Date.
SECTION 2.02 Custody of Contract Files. In connection
with (a) each contribution, assignment, transfer and conveyance of Conveyed
Assets to the Related Obligors pursuant to the related Contribution Agreement
Supplement, and (b) each pledge by such Related Obligors to the Trustee for the
benefit of the related Series Secured Parties, pursuant to the Master Facility
Agreement, ABS, for so long as it shall act as the Servicer under the Master
Facility Agreement, will retain the Contract Files and any related evidence of
insurance and payments, all of which shall be held on behalf of the Trustee.
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SECTION 2.03 Servicing of Contracts and Equipment. In
connection with the contribution, assignment, transfer and conveyance of the
Contracts and Equipment to the Related Obligors pursuant to the related
Contribution Agreement Supplement and pledge thereof to the Trustee, ABS hereby
agrees to service the Contracts and Equipment for the benefit of the Related
Obligors (and their respective successors and assigns) and the Trustee in
accordance with the terms and conditions of the Master Facility Agreement.
SECTION 2.04 Contribution of Conveyed Assets. Each
contribution of Conveyed Assets shall be evidenced by the execution and
delivery by ABS and the Related Obligors of the related Contribution Agreement
Supplement in the form of Exhibit A hereto, and all of the Related Obligors'
rights thereunder shall similarly be pledged to the Trustee for the benefit of
the related Series Secured Parties, as of the related Contribution Date. Each
such contribution shall be effective as of the related Contribution Date.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
SECTION 3.01 Representations and Warranties of ABS. ABS
hereby makes the following representations and warranties for the benefit of
the Related Obligors, the Trustee and the related Series Secured Parties. Such
representations and warranties speak as of the related Contribution Date,
unless otherwise indicated, but shall survive each contribution, assignment,
transfer and conveyance of the Conveyed Assets to the Related Obligors and
their successors and assigns.
(a) As to the Conveyed Assets, those representations and
warranties set forth in, or referenced in, Section 3 of the related
Contribution Agreement Supplement.
(b) As to ABS:
(i) Organization and Good Standing. ABS is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, with full corporate power and
authority to own its properties and to conduct its business as
presently conducted, and had at all relevant times, and now has,
power, authority, and legal right to acquire, own and convey the
Conveyed Assets;
(ii) Due Qualification. ABS is duly qualified
to do business as a foreign corporation and is in good standing, and
has obtained all necessary licenses and approvals, in all
jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, license or
approval, except to the extent that the failure to be so qualified, or
to obtain such
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licenses and approvals, would not, in the aggregate, materially and
adversely affect the ability of ABS to perform its obligations under
this Agreement, the Master Facility Agreement and each Series Related
Document to which ABS is a party, including those Series Related
Documents to which ABS is a party in its capacity as the Servicer;
(iii) Power and Authority. ABS has the
corporate power and authority to execute and deliver this Agreement,
the Master Facility Agreement, and each Series Related Document to
which ABS is a party, including those Series Related Documents to
which ABS is a party in its capacity as the Servicer, and to carry out
their respective terms; ABS has duly authorized the transfer and
assignment to the Related Obligor(s) of the related Conveyed Assets by
all necessary corporate action; and the execution, delivery, and
performance of all Series Related Documents has been duly authorized
by ABS by all necessary corporate action;
(iv) Valid Contribution; Binding Obligations.
Upon execution and delivery of each Contribution Agreement Supplement
by ABS, such Contribution Agreement Supplement will constitute a valid
contribution, assignment, transfer and conveyance to the Related
Obligor(s) of all right, title and interest of ABS in, to and under
the Conveyed Assets transferred thereby, and the Conveyed Assets will
thereafter be held by such Related Obligors free and clear of any
Adverse Claims of ABS or any Person claiming through or under ABS,
except for Adverse Claims permitted under, or to be created by, the
Master Facility Agreement and the Series Supplement; this Agreement,
the Master Facility Agreement and each Series Related Document to
which ABS is a party, including those Series Related Documents to
which ABS is a party in its capacity as the Servicer, when duly
executed and delivered, will constitute a legal, valid, and binding
obligation of ABS, enforceable against ABS in accordance with its
terms, except that (A) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws (whether
statutory, regulatory or decisional) now or hereafter in effect
relating to creditors' rights generally and (B) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to certain equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought whether a
proceeding at law or in equity;
(v) No Violation. The consummation of the
transactions contemplated by and the fulfillment of the terms of this
Agreement, the Master Facility Agreement and each Series Related
Document to which ABS is a party, including those Series Related
Documents to which ABS is a party in its capacity as the Servicer,
will not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time)
a default under, the certificate of incorporation or bylaws of ABS, or
any material term of any indenture, agreement, mortgage, deed of
trust, or other instrument to which
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ABS is a party or by which it is bound, or result in the creation or
imposition of any Adverse Claim upon any of its properties pursuant to
the terms of any such indenture, agreement, mortgage, deed of trust,
or other instrument, other than this Agreement, the Master Facility
Agreement and each Series Related Document to which ABS is a party,
including those Series Related Documents to which ABS is a party in
its capacity as the Servicer, or violate any law or any order, writ,
judgment, award, injunction, decree, rule, or regulation applicable to
ABS or affecting it or its property, which would have a material
adverse effect on the Conveyed Assets, and no transaction contemplated
hereby requires compliance with any bulk sales act or similar law;
(vi) No Proceedings. There are no proceedings
or investigations pending, or, to the knowledge of ABS, threatened,
before any court, regulatory body, administrative agency, or other
tribunal or governmental authority (A) asserting the invalidity of
this Agreement, the Master Facility Agreement and each Series Related
Document to which ABS is a party in its capacity as the Servicer, (B)
seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, any Contribution Agreement Supplement
or the Master Facility Agreement, or (C) seeking any determination or
ruling that might (in the reasonable judgment of ABS) materially and
adversely affect the performance by ABS of its obligations under, or
the validity or enforceability of, this Agreement, any Contribution
Agreement Supplement or the Master Facility Agreement;
(vii) Insolvency. ABS is not insolvent and will
not be rendered insolvent by the transactions contemplated by this
Agreement, the Master Facility Agreement and each Series Related
Document to which ABS is a party in its capacity as the Servicer;
(viii) Principal Place of Business. ABS's
principal place of business, the location of the Contract Files and
chief executive office is in the State of New Jersey, County of
Camden;
(ix) Valid Transfer. It is the intention of
ABS that each assignment, transfer and conveyance herein contemplated
constitute a transfer of the related Conveyed Assets from ABS to the
Related Obligors and that the beneficial interest in and title to the
Conveyed Assets not be part of the estate of ABS, as a debtor, in the
event of the filing of a bankruptcy petition by or against ABS under
any bankruptcy law;
(x) Governmental Authorization. Other than
the filing of the financing statements required hereunder, no
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by ABS of this
Agreement, the Master Facility Agreement and each Series Related
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Document to which ABS is a party in its capacity as the Servicer,
except for such authorizations, approvals, actions, notices and
filings as have already been obtained, taken or made in connection
with Municipal Contracts;
(xi) Accuracy of Information. All information
heretofore furnished in writing by ABS to the Obligors, the Obligors'
Agent or the Trustee for purposes of or in connection with this
Agreement, the Master Facility Agreement and each Series Related
Document to which ABS is a party in its capacity as the Servicer, or
any Pledge is true, accurate and complete in every material respect on
the date such information is stated or certified, and all such
information hereafter furnished by ABS to such Persons will be true,
accurate and complete in every material respect, on the date such
information is stated or certified; and
(xii) Names. In the past two years, ABS has not
used any corporate names, trade names or assumed names other than the
name in which it has executed this Agreement and Advanta Leasing Corp.
SECTION 3.02 Representations and Warranties of the
Obligors' Agent. The Obligors' Agent hereby makes the following
representations and warranties to ABS, the Trustee and each Series Secured
Party on which ABS relies in investing in the Obligors by contributing the
Conveyed Assets. Such representations and warranties speak as of each
Contribution Date, and shall survive each assignment, transfer and conveyance
of the respective Conveyed Assets to the Related Obligors and their respective
successors and assigns.
(a) Organization and Good Standing. Each Obligor is a
legal entity duly organized, validly existing and in good standing under the
laws of the State of its organization, with full corporate power and authority
to own its properties and to conduct its business as presently conducted;
(b) Due Qualification. Each Obligor is duly qualified to
do business as a foreign corporation and is in good standing, and has obtained
all necessary licenses and approvals, in all jurisdictions in which its
ownership or lease of property or the conduct of its business requires such
qualification, license or approval, except to the extent that the failure to be
so qualified, or to obtain such license and approvals would not, in the
aggregate, materially and adversely affect the ability of such Obligor to
comply with the terms of all Series Related Documents to which such Obligor is
a party;
(c) Power and Authority. Each Obligor has the corporate
power and authority to execute and deliver all Series Related Documents to
which such Obligor is a party and to carry out their respective terms; and the
execution, delivery, and performance of all Series Related Documents to which
such Obligor is a party have been duly authorized by such Obligor by all
necessary corporate action;
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(d) Binding Obligations. Each Series Related Document to
which such Obligor is a party, when each has been duly executed and delivered,
will constitute a legal, valid, and binding obligation of such Obligor
enforceable against such Obligor in accordance with its terms, except that (A)
such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws (whether statutory, regulatory or decisional)
now or hereafter in effect relating to creditors' rights generally and (B) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to certain equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought whether a
proceeding at law or in equity;
(e) No Violation. The consummation of the transactions
contemplated by and the fulfillment of the terms of this Agreement, the Note
Purchase Agreement, the Notes, the Master Facility Agreement, the Series
Supplement and each Contribution Agreement Supplement will not conflict with,
result in any breach of any of the terms and provisions of, or constitute (with
or without notice or lapse of time) a default under, the Organizational
Documents of such Obligor, or any material term of any agreement to which such
Obligor is a party.
SECTION 3.03 Removal of Contracts and Equipment by ABS.
Upon discovery by ABS, the Obligors' Agent or any Obligor of a breach of any of
the representations and warranties made pursuant to Section 3.01 or in any
Contribution Agreement Supplement that materially and adversely affects the
interests of the Related Obligor or its successors or assigns, including the
Trustee, in any of the Contracts or the Equipment, the party discovering such
breach shall give prompt written notice to the others. Unless the breach shall
have been cured by ABS or waived by the Trustee in all material respects within
30 days following the discovery by ABS of, or ABS' receipt of written notice
from the Trustee, the Obligors' Agent or any Obligor of, such breach, ABS shall
remove such Contract and the Equipment subject to such Contract, and deposit in
the Master Facility Account the Prepayment Amount pursuant to the terms of the
Master Facility Agreement. The obligation of ABS as provided in this Section
3.03 to remove any Contract and the Equipment subject to such Contract as to
which a breach has occurred and is continuing and to remit the Reconveyance
Amount shall constitute the sole remedy against ABS for such breach available
to, the Obligors' Agent or any Obligor and the Trustee. The representations
and warranties set forth in Section 3.01 shall survive each contribution and
assignment of the Conveyed Assets to the Related Obligor and their Pledge to
the Trustee.
ARTICLE IV.
COVENANTS OF ABS, THE OBLIGORS
AND THE OBLIGORS' AGENT
SECTION 4.01 ABS Covenants. ABS hereby covenants and
agrees with the Obligors and the Obligors' Agent as follows:
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(a) Merger or Consolidation of, or Assumption of the
Obligations of, ABS. Any corporation (i) into which ABS may be merged or
consolidated, (ii) resulting from any merger, conversion, or consolidation to
which ABS shall be party, or (iii) succeeding to the business of ABS
substantially as a whole, which corporation in any of the foregoing cases
executes an agreement of assumption to perform every obligation of ABS under
this Agreement and each Contribution Agreement Supplement, will be the
successor to ABS under this Agreement and each Contribution Agreement
Supplement, without the execution or filing of any document or any further act
on the part of any of the parties to this Agreement, anything in this Agreement
or any Contribution Agreement Supplement to the contrary notwithstanding;
provided, however, that immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.01 shall have been
breached.
(b) Limitation on Liability of ABS and Others. ABS and
any director or officer or employee or agent of ABS may rely in good faith on
any document of any kind, prima facie properly executed and submitted by any
Person respecting any matters arising under this Agreement and each
Contribution Agreement Supplement. ABS shall not be under any obligation to
appear in, prosecute, or defend any legal action that is not incidental to its
obligations as the transferor of the Conveyed Assets under this Agreement or
any Contribution Agreement Supplement and that in its opinion may involve it in
any expense or liability.
(c) Preservation of Security Interest. ABS shall execute
and file such financing statements and cause to be executed and filed such
continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain, and protect the interest of the
Related Obligors under this Agreement and each Contribution Agreement
Supplement in the Conveyed Assets and in the proceeds thereof; provided, that,
no filings shall be required on any Equipment except (i) as required by ABS'
Credit and Collection Policy and (ii) as otherwise required by any Contribution
Agreement Supplement. ABS shall not be required to file financing statements
with respect to the Equipment except as otherwise required hereby.
(d) Preservation of Name, etc. ABS will not change its
name, identity or corporate structure in any manner that would, could, or might
make any financing statement or continuation statement filed by ABS in
accordance with paragraph (c) above or the Master Facility Agreement seriously
misleading within the meaning of Section 9-402 (7) of the UCC, unless it shall
have given the Obligors' Agent and the Trustee at least 30 days' prior written
notice thereof.
(e) Preservation of Office. ABS will give the Obligors'
Agent and the Trustee at least 30 days' prior written notice of any relocation
of its principal executive office if, as a result of such relocation, the
applicable provisions of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new
financing statement filed hereunder or pursuant to the terms of any conveyance
agreement.
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(f) Electronic Ledger. ABS as Servicer of the Contracts
and Equipment will, at its own cost and expense, (i) retain the Electronic
Ledger as a master record of the Contracts and Equipment and (ii) ▇▇▇▇ the
Electronic Ledger to the effect that the Contracts and Equipment have been
transferred to the Related Obligors and that they have been transferred and
assigned to the Trustee pursuant to the Master Facility Agreement.
(g) Compliance with Law. ABS will comply, in all
material respects, with all acts, rules, regulations, orders, decrees and
directions of any governmental authority applicable to the Conveyed Assets or
any part thereof; provided, however, that ABS may contest any act, regulation,
order, decree or direction in any reasonable manner which shall not materially
and adversely affect the rights of the Related Obligors or the Trustee in the
Conveyed Assets.
(h) Conveyance of Conveyed Assets; Security Interests.
Except for the transfers and conveyances under the Contribution Agreement
Supplements and pursuant to the Master Facility Agreement, ABS will not sell,
pledge, assign or transfer to any other Person, or grant, create, incur, assume
or suffer to exist any Adverse Claim on any Asset, or any interest therein and
ABS shall defend the right, title, and interest of the Related Obligors and
their successors and assigns in, to, and under the Conveyed Assets, against all
claims of third parties claiming through or under ABS; provided, however, that
nothing in this Section 4.01(h), shall prevent or be deemed to prohibit ABS
from suffering to exist upon any of the Conveyed Assets any Adverse Claim for
federal, state, municipal or other local taxes if such taxes shall not at the
time be due and payable or if ABS shall concurrently be contesting the validity
thereof in good faith by appropriate proceedings which act to stay enforcement
thereof and shall have set aside on its books adequate reserves with respect
thereto.
(i) Notification of Breach. ABS will advise the
Obligors' Agent and the Trustee promptly, in reasonable detail, of the
occurrence of any breach by ABS or any other party hereto following discovery
by ABS of such breach of any of its representations, warranties and covenants
contained herein.
(j) Further Assurances. ABS will make, execute or
endorse, acknowledge and file or deliver to the Obligors' Agent and/or the
Obligors from time to time such schedules, confirmatory assignments,
conveyances, transfer endorsements, powers of attorney, certificates, reports
and other assurances or instruments and take such further steps relating to the
Conveyed Assets and other rights covered by this Agreement, as the Obligors'
Agent and/or the Obligors or the Trustee may request and reasonably require;
provided, that, no UCC filing will be required with respect to the Equipment
except as otherwise required hereby or by the Master Facility Agreement.
(k) Indemnification. ABS agrees to indemnify, defend and
hold the Obligors' Agent and/or the Obligors harmless from and against any and
all loss, liability, damage, judgment, claim, deficiency, or expense (including
interest, penalties, reasonable attorneys' fees and amounts paid in settlement)
to which the Obligors' Agent and/or the
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Obligors may become subject insofar as such loss, liability, damage, judgment,
claim, deficiency or expense arises out of or is based upon a breach by ABS of
its covenants contained in Section 4.01, or any information certified in any
schedule delivered by ABS hereunder or under any Contribution Agreement
Supplement, being untrue in any material respect at any time. The obligations
of ABS under this Section 4.01(k) shall be considered to have been relied upon
by the Obligors' Agent and the Obligors and shall survive the execution,
delivery, and performance of this Agreement regardless of any investigation
made by the Obligors' Agent and/or the Obligors or on its or their behalf.
(l) Non-disclosure. ABS hereby covenants and agrees with
the Obligors' Agent and the Obligors not to disclose to any Person (except the
Trustee) any of the information contained in the Electronic Ledger or any List
of Contracts delivered on subsequent Contribution Dates pursuant to Sections
2.02 and 5.01(c) hereof, except such disclosures as are required upon
appointment of a successor Servicer under the Supplement Agreement or by law
and except that ABS consents to the disclosure of any material nonpublic
information with respect to it (i) to any other such party, (ii) to any
prospective or actual assignee or participant of any of them, (iii) by the
Trustee to any Rating Agency, commercial paper dealer or Support Provider, or
any entity organized for the purpose of purchasing, or making loans secured by,
financial assets for which any Noteholders' Agent provides managerial services
or acts as the administrative agent and (iv) to any officers , directors,
employees, outside accountants and attorneys of any of the foregoing. ABS
hereby agrees to take such measures as shall be reasonably requested by the
Obligors' Agent and/or the Obligors or the Trustee to protect and maintain the
security and confidentiality of any of the information, and in connection
therewith, shall allow the Obligors' Agent and the Obligors or the Trustee from
time to time during normal business hours and upon reasonable prior notice to
inspect the applicable security and confidentiality arrangements from time to
time in normal business hours. ABS shall give the Obligors' Agent and the
Trustee five days' prior written notice of any disclosure pursuant to this
Section 4.01(l).
SECTION 4.02 Covenants of the Obligors' Agent and each
Obligor. The Obligors' Agent and each Obligor each hereby covenants and agrees
with ABS as follows:
(a) Non-disclosure; Inspection. The Obligors' Agent and
each Obligor each hereby covenants and agrees with ABS not to disclose to any
Person (except the Trustee) any of the information contained in the Electronic
Ledger, or any List of Contracts delivered on subsequent Contribution Dates to
the Related Obligors pursuant to Sections 2.02 and 5.01(c) hereof, except such
disclosures as are required upon appointment of a successor Servicer under the
Master Facility Agreement or by law and except that the Obligors' Agent and
each Obligor each consents to the disclosure of any material nonpublic
information with respect to it (i) to any other such party, (ii) to any
prospective or actual assignee or participant of any of them, (iii) by the
Trustee to any Rating Agency, commercial paper dealer or a support provider or
any entity organized for the purpose of purchasing, or making loans secured by,
financial assets for which any
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Noteholders' Agent provides managerial services or acts as the administrative
agent and (iv) to any officers, directors, employees, outside accountants and
attorneys of any of the foregoing. The Obligors' Agent and each Obligor each
agrees to take such measures as shall be reasonably requested by ABS to protect
and maintain the security and confidentiality of such information, and in
connection therewith, shall allow ABS from time to time during normal business
hours and upon reasonable prior notice to inspect the applicable security and
confidentiality arrangements from time to time in normal business hours. The
Obligors' Agent shall give ABS five days' prior written notice of any
disclosure pursuant to this Section 4.02(a).
(b) Reconveyance. Prior to each date as of which
Contracts and the Equipment subject to such Contracts are to be removed by ABS
pursuant to Section 3.03, the Trustee shall, in accordance with Section 6.11 of
the Master Facility Agreement, assign, on behalf of the Related Obligors,
without recourse, representation, or warranty, to ABS all of such Obligor's
right, title, and interest in and to such removed Contract, such purchased
Equipment, and all security and documents relating thereto, such assignment
being an assignment outright and not for security; and upon payment of the
Prepayment Amount ABS will thereupon own such Contract, such Equipment and all
such security and documents, free of any further obligation to the Obligors'
Agent or the Related Obligors with respect thereto. If in any enforcement suit
or legal proceeding it is held that ABS, as the Servicer may not enforce a
Contract on the ground that it is not a real party in interest or holder
entitled to enforce the Contract, the Related Obligors shall, at ABS's expense,
take such steps as the Obligor's Agent deems necessary to enforce the Contract,
including bringing suit in such Related Obligors' name.
(c) User's Quiet Enjoyment. Each Obligor and the
Obligors' Agent each hereby acknowledges and agrees that its rights in the
Equipment are expressly subject to the rights of the related Users in such
Equipment pursuant to the applicable Contract. Each Obligor and the Obligors'
Agent each covenants and agrees that, so long as a User shall not be in default
of any of the provisions of the applicable Contract, none of the Obligors'
Agent or any Obligor nor any assignee of any of them will disturb the Obligor's
quiet and peaceful possession of the related Equipment and the User's
unrestricted use thereof for its intended purpose.
SECTION 4.03 Pledge of Conveyed Assets. ABS understands
that the Obligors intend to Pledge the Conveyed Assets and their rights (but
not their obligations) under this Agreement to the Trustee pursuant to the
Master Facility Agreement and hereby consents to the assignment of all or any
portion of this Agreement by each Obligor to the Trustee. ABS agrees that any
such assignee of each Obligor may exercise the rights of such Obligor hereunder
and shall be entitled to all of the benefits of such Obligor hereunder and to
the extent provided for in the Master Facility Agreement.
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ARTICLE V.
CONDITIONS PRECEDENT
SECTION 5.01 Conditions to the Obligors' Obligations. The
obligations of an Obligor to accept the contribution of any Conveyed Assets on
the related Contribution Date shall be subject to the satisfaction of the
following conditions:
(a) All representations and warranties of ABS contained
in this Agreement shall be true and correct on the related Contribution Date
with the same effect as though such representations and warranties had been
made on such date;
(b) All information concerning such Conveyed Assets
provided to such Obligor shall be true and correct as of the related Cut-Off
Date in all material respects;
(c) ABS shall have delivered to such Obligor a List of
Contracts as of the related Cut-Off Date and shall have substantially performed
all other obligations required to be performed by the provisions of this
Agreement;
(d) ABS shall have recorded and filed, at its expense,
any financing statement with respect to such Conveyed Assets pursuant to this
Agreement meeting the requirements of applicable state law in such manner in
such jurisdictions as are necessary to perfect the transfer and contribution of
such Conveyed Assets from ABS to such Obligor, and shall deliver a file-stamped
copy of such financing statements or other evidence of such filings to the
Obligors' Agent and the Trustee; and
(e) All corporate and legal proceedings and all
instruments in connection with the transactions contemplated by this Agreement
shall be satisfactory in form and substance to the Obligors' Agent, and the
Obligors' Agent shall have received from ABS copies of all documents
(including, without limitation, records of corporate proceedings) relevant to
the transactions herein contemplated as the Obligors' Agent may reasonably have
requested.
SECTION 5.02 Conditions to ABS's Obligations. The
obligations of ABS to convey and contribute any Conveyed Assets on the related
Contribution Date shall be subject to the satisfaction of the following
conditions:
(a) All representations and warranties of the Obligors'
Agent and each Related Obligor contained in this Agreement and in the related
Contribution Agreement Supplement shall be true and correct with the same
effect as though such representations and warranties had been made on such
date; and
(b) All corporate and legal proceedings and all
instruments in connection with the transactions contemplated by this Agreement
shall be satisfactory in form and substance to ABS, and ABS shall have received
from the Obligors' Agent
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copies of all documents (including, without limitation, records of corporate
proceedings) relevant to the transactions herein contemplated as ABS may
reasonably have requested.
ARTICLE VI.
TERMINATION
SECTION 6.01 Termination. The respective obligations and
responsibilities of ABS, the Obligors' Agent and each Obligor created by this
Agreement and any Contribution Agreement Supplement shall terminate upon the
latest of (i) the maturity or other liquidation of the last Contract and the
disposition of any amounts received upon disposition of any Charged-Off
Contracts; (ii) the distribution to all Obligors of all amounts required to be
paid to them pursuant to this Agreement; and (iii) the termination of the
Master Facility Agreement.
SECTION 6.02 Effect of Termination. No termination nor
rejection or failure to assume the executory obligations of this Agreement in
the bankruptcy of ABS or the Obligors' Agent or any Obligor shall be deemed to
impair or affect the obligations pertaining to any executed contribution or
executed obligations, including, without limitation, pretermination breaches of
representations and warranties by ABS, the Obligors' Agent or any Obligor.
ARTICLE VII.
MISCELLANEOUS PROVISIONS
SECTION 7.01 Amendment. This Agreement may be amended
from time to time by ABS and the Obligors' Agent only with the prior written
consent of the Servicer and the Trustee.
SECTION 7.02 Governing Law. This Agreement and any
amendment hereof pursuant to Section 7.01 shall be construed in accordance with
and governed by the substantive laws of the State of New York (without regard
to choice of law principles) applicable to agreements made and to be performed
therein and the obligations, rights, and remedies of the parties under this
Agreement shall be determined in accordance with such laws.
SECTION 7.03 Notices. All demands, notices, and
communications under this Agreement shall be in writing and shall be deemed to
have been duly given, made and received (i) when delivered against receipt of
registered or certified mail or upon actual receipt of registered or certified
mail, postage prepaid, return receipt requested; (ii) when delivered by courier
with appropriate evidence of receipt; or (iii) upon transmission via facsimile
or telex with appropriate evidence of receipt (a) in the
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case of ABS, at the following address: Advanta Business Services Corp., ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, attention: Treasury Department,
and (b) in the case of the Obligors' Agent, at the following address: ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇. Either party may alter the
address to which communications are to be sent by giving notice of such change
of address in conformity with the provisions of this Section 7.03 for giving
notice and by otherwise complying with any applicable terms of this Agreement,
including, but not limited to, subsections 4.01(d) and (e).
SECTION 7.04 Severability of Provisions. If any one or
more of the covenants, agreements, provisions, or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions, or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.
SECTION 7.05 Assignment. Notwithstanding anything to the
contrary contained in this Agreement, this Agreement may not be assigned by
ABS, except as (i) provided in Section 4.01(a) and (ii) as collateral security
granted to the Trustee, without the prior written consent of the Obligors'
Agent, and, except as provided in Section 4.03, this Agreement may not be
assigned by the Obligors' Agent without the prior written consent of ABS.
SECTION 7.06 Further Assurances. Each of ABS and the
Obligors' Agent and each Obligor agrees to do such further acts and to execute
and deliver to the Trustee such additional assignments, agreements, powers and
instruments as are required by the Trustee to carry into effect the purposes of
this Agreement or to better assure and confirm unto the Trustee its rights,
powers and remedies hereunder.
SECTION 7.07 No Waiver; Cumulative Remedies. No failure
to exercise and no delay in exercising, on the part of the Obligors' Agent, any
Obligor or ABS, any right, remedy, power or privilege hereunder, shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
hereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privilege provided by law.
SECTION 7.08 Counterparts. This Agreement may be executed
in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which shall
constitute one and the same instrument.
SECTION 7.09 Binding Effect; Third-Party Beneficiaries.
This Agreement will inure to the benefit of and be binding upon the parties
hereto, the Trustee, the Noteholders and their respective successors and
permitted assigns.
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SECTION 7.10 Merger and Integration. Except as
specifically stated otherwise herein, this Agreement, the Contribution
Agreement Supplements, the Master Facility Agreement and all related Series
Related Documents set forth the entire understanding of the parties relating to
the subject matter hereof, and all prior understandings, written or oral, are
superseded by this Agreement and the Contribution Agreement Supplements. This
Agreement may not be modified, amended, waived or supplemented except as
provided herein.
SECTION 7.11 Headings. The headings herein are for
purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.
SECTION 7.12 Schedules and Exhibits. The exhibit attached
hereto and referred to herein shall constitute a part of this Agreement and are
incorporated into this Agreement for all purposes.
SECTION 7.13 No Bankruptcy Petition Against Obligors'
Agent or any Obligor. ABS agrees that, prior to the date that is one year and
one day after the payment in full of the Notes, it will not institute against
the Obligors' Agent or any Obligor, or join any other Person in instituting
against the Obligors' Agent or any Obligor, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other proceedings under
the laws of the United States or any state of the United States. This Section
7.13 shall survive the termination of this Agreement.
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IN WITNESS WHEREOF, ABS and the Obligors' Agent have caused
this Master Contribution Agreement to be duly executed by their respective
officers as of the day and year first above written.
ADVANTA BUSINESS SERVICES CORP.,
as the Contributor
By________________________________________
ADVANTA LEASING RECEIVABLES CORP. III,
as the Obligors' Agent
By________________________________________
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EXHIBIT A
FORM OF CONTRIBUTION AGREEMENT SUPPLEMENT
THIS CONTRIBUTION AGREEMENT SUPPLEMENT, dated __________ (the
"Contribution Date") is entered into between ADVANTA Business Services Corp.
("ABS"), a Delaware corporation located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ADVANTA LEASING RECEIVABLES CORP. III ("ALRC III," in its
capacity as the "Obligors' Agent" and in its capacity as a "Related Obligor"),
a Nevada corporation located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ and ADVANTA BUSINESS RECEIVABLES LLC ("ABRLLC," in its capacity as a
"Related Obligor"), a Nevada limited liability company located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
Reference is hereby made to that certain Master Contribution
Agreement dated as of May 1, 1997 (the "Contribution Agreement") between ABS
and the Obligors' Agent. Pursuant to the Contribution Agreement ABS agreed to
contribute, and the Obligors agreed to accept, from time to time, Conveyed
Assets (as defined below) and to Pledge such Conveyed Assets to the Trustee.
The Contribution Agreement provides that each such contribution of Additional
Conveyed Assets be evidenced by the execution of delivery of a Contribution
Agreement Supplement such as this Contribution Agreement Supplement.
The Conveyed Assets consist of (i) the Contracts listed on the
schedule attached hereto, (ii) all Collections after the related Contribution
Date, (iii) Related Security associated therewith, (iv) all balances,
instruments, monies and other securities and investments held from time to time
by ABS, as Servicer, representing Collections or Residual Receipts or Insurance
Proceeds received after the related Contribution Date; (v) all security
interests in the Equipment not owned by ABS, and all Equipment owned by ABS, in
each case associated with such Contracts, and (vii) all proceeds of the
foregoing, but excluding any Insurance Premiums, taxes, late charge fees,
Initial Unpaid Amounts and Security Deposits.
The Cut-Off Date with respect to the Contracts is close of
business on the day prior to the Contribution Date. The Contribution Date is
__________.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
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Section 1. Definitions. For the purposes of this
Agreement, capitalized terms used herein but not otherwise defined shall have
the respective meanings assigned to such terms in the Master Facility Agreement
or the Contribution Agreement.
Section 2. Contribution; Conveyance. (a) (i) ABS
hereby assigns, transfers and conveys to ALRC III all of ABS's right, title and
interest in, to, and under all Conveyed Assets consisting of Equipment, whether
now existing or hereafter arising, and ABS hereby assigns, conveys, grants and
transfers to ALRC III, without representation, warranty or recourse except as
set forth in Section 3 hereof, all of its right, title and interest in and to
all Conveyed Assets consisting of Equipment, whether now existing or hereafter
arising.
(ii) ABS hereby assigns, transfers and conveys to ABRLLC
all of ABS's right, title and interest in, to, and under all Conveyed Assets
other than Equipment, whether now existing or hereafter arising, and ABS hereby
assigns, conveys, grants and transfers to ABRLLC, without representation,
warranty or recourse except as set forth in Section 3 hereof, all of its right,
title and interest in and to all Conveyed Assets other than Equipment, whether
now existing or hereafter arising.
(b) In connection with such contribution, ABS has
heretofore recorded and filed, at its own expense, financing statements (and
thereafter timely continuation statements with respect to such financing
statements) with respect to the Conveyed Assets, meeting the requirements of
applicable state law in such manner and in such jurisdictions as are necessary
to perfect and to maintain the perfection of, the transfer and contribution of
the Conveyed Assets from ABS to the Related Obligors and the Pledge of the
Conveyed Assets from the Related Obligors to the Trustee, and delivered a
file-stamped copy of such financing statements or other evidence of such
filings to the Related Obligors (and copies to the Agent); provided, however,
that no financing statements, except as required by the Master Facility
Agreement have been or will be recorded or filed with respect to the sale or
transfer of the Equipment unless (i) ABS shall be requested by ALRC III, or the
Obligors' Agent, to file UCC-3 or similar statements with respect to Equipment
in which ABS has a security interest only in order to exercise remedies with
respect to Charged-Off Contracts to which such Equipment relates or (ii) such
Equipment has a value in excess of $25,000; and provided, further, that the
Contract Files will not be physically delivered to the Related Obligors but
instead will be held by ABS on behalf of the Related Obligors and the Trustee
and the Contract Files will be marked as required by the Master Facility
Agreement. A carbon, photographic or other reproduction of this Agreement or
of any financing statement signed by ABS or the Related Obligor is sufficient
as a financing statement in any State to perfect the transfers granted in the
Agreement.
(c) In connection with such contribution ABS shall, at
its own expense, (i) cause its Electronic Ledger to be marked to show that the
Conveyed Assets have been contributed and transferred to the Related Obligors
in accordance with this Agreement and the Conveyed Assets conveyed to the
Contribution in accordance with the Master Facility
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Agreement on or prior to the Contribution Date and (ii) deliver to the Trustee
on behalf of the Related Obligors the related List of Contracts, which shall
also include, for each Series 1997-A Contract, the related Discounted Booked
Residual on the Contribution Date.
Section 3. Representations and Warranties. (a) ABS
hereby (i) confirms the accuracy, as of the Contribution Date, of the
representations and warranties of ABS set forth in Section 3.01 of the
Contribution Agreement and (ii) represents and warrants that, as of the
Contribution Date, each Contract is an "Eligible Contract" as of the
Contribution Date. Such representations and warranties are made for the
benefit of the Obligors' Agent, the Related Obligors and the Trustee, and the
Related Obligor is relying on such representations and warranties in accepting
the contribution of the related Conveyed Assets. Such representations and
warranties speak as of the Contribution Date, unless otherwise indicated, but
shall survive each contribution, assignment, transfer and conveyance of the
respective Conveyed Assets to the Related Obligor and its successors and
assigns and the Pledge by the Related Obligors to the Trustee.
(b) Each Related Obligor hereby confirms the accuracy as of
the Contribution Date of the representations and warranties made by the
Obligors' Agent on its behalf pursuant to Section 3.02 of the Contribution
Agreement.
Section 4. Amendment. This Agreement may be amended
from time to time by ABS, the Related Obligors and Obligors' Agent only with
the prior written consent of the Servicer and the Trustee.
Section 5. Governing Law. This Agreement and any
amendment hereof pursuant to Section 4 shall be construed in accordance with
and governed by the substantive laws of the State of New York (without regard
to choice of law principles) applicable to agreements made and to be performed
therein and the obligations, rights, and remedies of the parties under this
Agreement shall be determined in accordance with such laws.
Section 6. Counterparts. This Agreement may be executed
in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which shall
constitute one and the same instrument.
Section 7. Binding Effect; Third-Party Beneficiaries.
This Agreement will inure to the benefit of and be binding upon the parties
hereto, the Trustee and their respective successors and permitted assigns.
Section 8. Headings. The headings herein are for
purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.
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IN WITNESS WHEREOF, ABS, the Obligors' Agent and the Related
Obligors have caused this Contribution Agreement Supplement to be duly executed
by their respective officers as of the day and year first above written.
ADVANTA BUSINESS SERVICES CORP.
By:______________________________________
Title:________________________________
ADVANTA LEASING RECEIVABLES CORP.
III, as the Obligors' Agent
By:______________________________________
Title:________________________________
ADVANTA LEASING RECEIVABLES CORP.
III, as a Related Obligor
By:______________________________________
Title:________________________________
ADVANTA BUSINESS RECEIVABLES LLC,
as a Related Obligor
By: ADVANTA LEASING RECEIVABLES CORP.
III, its Managing Member
By:______________________________________
Title:________________________________
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