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EXHIBIT 4.5
12
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September 23, 1998
Advanta Mortgage Loan Trust
1998-3 (the "Trust")
c/o Bankers Trust Company
of California, N.A.
Three Xxxx Xxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Re: Pooling and Servicing Agreement dated as of September 1, 1998
(the "Pooling Agreement") among Advanta as the Sponsor (the
"Sponsor"), Advanta Mortgage Corp. USA ("USA"), as Master
Servicer, and Bankers Trust Company of California, N.A. as
Trustee (the "Trustee") and the Master Loan Transfer Agreement
dated as of June 15, 1997 (the "Master Transfer Agreement")
among the Sponsor, the Trustee, Advanta Conduit Receivables,
Inc. as an Affiliate and the Affiliated Originators named
therein (the "Affiliated Originators")
Ladies and Gentlemen:
Pursuant to the Agreements, USA in its capacity as Master Servicer, has
undertaken certain financial obligations with respect to its servicing of the
Mortgage Loans, including, but not limited to, the making of Delinquency
Advances and Servicing Advances. In addition, the Sponsor and the Affiliated
Originators have, in the Agreement and in the Master Transfer Agreement
undertaken certain financial obligations, including, but not limited to, the
payment of the Loan Purchase Price relating to the repurchase of defective
Mortgage Loans, the payment of Substitution Amounts in connection with the
substitution of Qualified Replacement Mortgages and the payment of certain
expenses of the Trust. Any financial obligations of USA, the Sponsor or any
Affiliated Originator under the Agreement or the Master Transfer 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
USA, the Sponsor or any Affiliated Originator under the Agreement or the Master
Transfer Agreement (including the payment of money damages for a breach of any
of USA's, the
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Sponsor's or any Affiliated Originator's obligations under the Agreement or the
Master Transfer Agreement, whether financial or otherwise) but shall not include
any obligations not relating to the payment of money (e.g., the obligation to
service the Mortgage Loans).
The Certificate Insurer has required the undersigned, Advanta Mortgage
Holding Company ("AMHC"), the parent corporation of USA and the indirect
corporate parent of the Sponsor, to acknowledge its joint-and-several liability
with USA, the Sponsor and the Affiliated Originators for the payment of the
Joint and Several Obligations under the Agreement and the Master Transfer
Agreement.
Now, therefore, the Trust, the Certificate Insurer and AMHC do hereby
agree that:
(i) AMHC hereby agrees to be absolutely and unconditionally
jointly and severally liable with USA, the Sponsor and the
Affiliated Originators to the Trust and the Certificate
Insurer for the payment of the Joint and Several Obligations.
(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 Trust and the
Certificate Insurer by USA, the Sponsor, any Affiliated
Originator or another affiliate of AMHC.
Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Agreement.
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Very truly yours,
ADVANTA MORTGAGE
HOLDING COMPANY
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Acknowledged and Agreed:
ADVANTA MORTGAGE LOAN
TRUST, 1998-3
By: Bankers Trust Company
of California, N.A.,
as Trustee
By: /s/ Xxxx X. XxXxxxx
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Name: Xxxx X. XxXxxxx
Title: Assistant Secretary
Acknowledged:
MBIA INSURANCE CORPORATION
By:
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Name:
Title:
Dated: September 23, 1998
