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EXHIBIT 10.3
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As of May 18, 1999
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
as Representative of the Underwriters
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Ambac Assurance Corporation
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Re: Underwriting Agreement dated May 18, 1999 (the "Underwriting
Agreement") among Advanta National Bank and Advanta Finance Corp.
(together, the "Originators"), Advanta Mortgage Conduit Services,
Inc. (the "AMCSI") Bear, ▇▇▇▇▇▇▇ & Co. Inc. and ▇▇▇▇▇▇ Brothers
Inc. (the "Underwriters") and the Insurance and Indemnity
Agreement dated May 18, 1999 (the "Insurance Agreement") among
the Sponsor, the Master Servicer, the Trust and Ambac Assurance
Corporation (the "Insurer")
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement and the Insurance Agreement
(together, the "Designated Agreements"), AMCSI has undertaken certain financial
obligations with respect to the indemnification of the Underwriters and of the
Insurer with respect to the Registration Statement, the Prospectus and the
Prospectus Supplement described in the Designated Agreements. Any financial
obligations of AMCSI under the Designated Agreements, 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 AMCSI under the
Designated Agreements (including the payment of money damages for a breach of
any of AMCSI's obligations under the Designated Agreements, 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 and of the Insurance Agreement, the Underwriters and the Insurer have
required the undersigned, Advanta Mortgage Holding Company ("AMHC"), the parent
corporation of AMCSI, to acknowledge its joint-and-several liability with AMCSI
for the payment of the Joint and Several Obligations under the Designated
Agreements.
Now, therefore, the Underwriter, the Insurer and AMHC do hereby agree
that:
(i) AMHC hereby agrees to be absolutely and unconditionally
jointly and severally liable with AMCSI to the Underwriters for the
payment of the Joint and Several Obligations under the Underwriting
Agreement.
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(ii) AHMC hereby agrees to be absolutely and unconditionally
and jointly and severally liable with AMCSI to the Insurer for payment
of the Joint and Several Obligations under the Insurance Agreement.
(iii) 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 Underwriters or to the
Insurer, by AMCSI or another affiliate of AMHC.
Capitalized terms used herein and not defined herein shall have their
respective meanings set forth in the Designated Agreements.
This letter and the respective obligations and rights hereunder and
thereunder shall not be delegated or assigned by you without the prior written
consent of the Insurer. This letter may not be amended or otherwise modified
except pursuant to a writing signed by each of the parties hereto. This letter
may be executed by the signatories hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute one and the
same letter.
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE UNDERSIGNED PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF OR IN CONNECTION
WITH, THIS LETTER, AND ANY OTHER COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE UNDERSIGNED
PARTIES IN CONNECTION HEREWITH OR THEREWITH.
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Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Designated Agreement.
Very truly yours,
ADVANTA MORTGAGE HOLDING
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Authorized Signatory
CONFIRMED AND ACCEPTED,
as of the date first above written:
AMBAC ASSURANCE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Authorized Signatory
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Authorized Signatory