December 19, 1996
Prudential Securities Incorporated
As Representative of the Underwriters
named in Schedule I
One New York Plaza, 15th floor
New York, New York 10292
Re: Underwriting Agreement dated December 6, 1996
(the "Underwriting Agreement") between Advanta
Mortgage Conduit Services, Inc. ("Advanta") and
Prudential Securities Incorporated (the
"Representative") and Indemnification Agreement
dated as of December 1, 1996 (the "Indemnifica-
tion Agreement") among Financial Guaranty
Insurance Company (the "Certificate Insurer"),
Advanta and the Representative
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Ladies and Gentlemen:
Pursuant to the Underwriting Agreement and the Indemnification
Agreement (together, the "Designated Agreements"), Advanta has undertaken
certain financial obligations with respect to the indemnification of the
Underwriters and of the Certificate Insurer with respect to the Registration
Statement, the Prospectus and the Prospectus Supplement described in the
Designated Agreements. Any financial obligations of Advanta 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 Advanta under the Designated Agreements (including the payment of
money damages for a breach of any of Advanta'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 Indemnification Agreement, the Underwriters
and the Certificate Insurer have required the undersigned, Advanta Mortgage
Holding Company ("AMHC"), the parent corporation of Advanta, to acknowledge its
joint-and-
several liability with Advanta for the payment of the Joint and Several
Obligations under the Designated Agreements.
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
Advanta 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
Advanta to the Certificate Insurer for the payment of
the Joint and Several Obligations under the
Indemnification 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 Certificate
Insurer, as applicable, by Advanta or another
affiliate of AMHC.
2
Capitalized terms used herein and not defined herein shall
have their respective meanings as set forth in the Agreement.
Very truly yours,
ADVANTA MORTGAGE HOLDING COMPANY
By:
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
FINANCIAL GUARANTY INSURANCE COMPANY
By:
----------------------------------
Name:
Title:
PRUDENTIAL SECURITIES INCORPORATED
as Representative of the Underwriters
By:
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Name:
Title:
[AMHC Guarantee]
SCHEDULE I
Prudential Securities Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
Salomon Brothers Inc
