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Exhibit 10.2
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June 3, 1999
Xxxxxx Xxxxxxx & Co. Incorporated
As Representative of the Underwriters
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ambac Assurance Corporation
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated May 26, 1999 (the "Underwriting
Agreement") between Advanta Mortgage Conduit Services, Inc.
("Conduit Services") and Xxxxxx Xxxxxxx & Co. Incorporated as
representative of the Underwriters (the "Representative") and
the Insurance and Indemnity Agreement dated as of June 3, 1999
(the "Insurance Agreement") among Ambac Assurance Corporation
(the "Certificate Insurer"), Conduit Services, Advanta
Mortgage Corp. USA, as Master Servicer, and Bankers Trust
Company of California, N.A., as Trustee
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Ladies and Gentlemen:
Pursuant to the Underwriting Agreement and the Insurance
Agreement (together, the "Designated Agreements"), Conduit Services has
undertaken certain financial obligations with respect to the indemnification of
the Underwriters and the Certificate Insurer with respect to the Registration
Statement, the Prospectus and the Prospectus Supplement described in the
Designated Agreements. Any financial obligations of Conduit Services under the
Designated Agreements, whether or not specifically enumerated in this paragraph,
are hereinafter referred to as the "Joint and Several Obligations"; provided,
however, the "Joint and Several Obligations" shall mean only the financial
obligations of Conduit Services under the Designated Agreements (including the
payment of money damages for a breach of any of Conduit Services's obligations
under the Designated 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 and of the Insurance Agreement, the Underwriters and the
Certificate Insurer have required the undersigned, Advanta Mortgage Holding
Company ("AMHC"), the parent corporation of Conduit Services, to acknowledge its
joint-and-several liability with Conduit Services for the payment of the Joint
and Several Obligations under the Designated Agreements.
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Now, therefore, the Underwriters, the Certificate Insurer and AMHC do hereby
agree that:
(i) AMHC hereby agrees to be absolutely and
unconditionally jointly and severally liable with
Conduit Services to the Underwriters for the payment
of the Joint and Several Obligations under the
Underwriting Agreement.
(ii) AMHC hereby agrees to be absolutely and
unconditionally jointly and severally liable with
Conduit Services to the Certificate Insurer for the
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 and to the Certificate
Insurer by Conduit Services or another affiliate of
AMHC.
Capitalized terms used herein and not defined herein shall
have their respective meanings set forth in the Agreement.
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Very truly yours,
ADVANTA MORTGAGE HOLDING COMPANY
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
XXXXXX XXXXXXX & CO. INCORPORATED
[as Representative of the Underwriters]
By: /s/ Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: Vice President
AMBAC ASSURANCE CORPORATION
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
[AMHC Guaranty to the Underwriter]
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