Exhibit 4.3
CONVEYANCE AGREEMENT
Advanta Mortgage Corp. USA, Advanta Mortgage Corp.
Midatlantic, Advanta Mortgage Corp. Midatlantic II, Advanta
Mortgage Corp. Midwest, Advanta Mortgage Corp. of New Jersey,
Advanta Mortgage Corp. Northeast, Advanta Mortgage Conduit
Services, Inc., Advanta Finance Corp., Advanta Conduit
Receivables, Inc. and Advanta National Bank USA, as Affiliated
Originators and Advanta Mortgage Conduit Services, Inc., as
Sponsor, pursuant to the Master Loan Transfer Agreement dated
as of February 15, 1995 (the "Mortgage Transfer Agreement")
among themselves and Bankers Trust Company of California, N.A.
as conduit trustee (the "Conduit Trustee"), hereby confirm
their understanding with respect to the conveyance by each
Affiliated Originator and the Sponsor of those Mortgage Loans
listed on the attached Schedule of Mortgage Loans (the
"Transferred Mortgage Loans") from the Conduit Acquisition
Trust to the Advanta Mortgage Loan Trust 1997-1 (the "Trust").
Conveyance of Transferred Mortgage Loans. Each
Affiliated Originator and the Sponsor, concurrently with the
execution and delivery of this Conveyance Agreement, does
hereby irrevocably transfer, assign, set over and otherwise
convey, and does direct the Conduit Trustee to convey:
(i) from the Conduit Acquisition Trust to the
Trust, without recourse (except as otherwise explicitly
provided for herein) all of its right, title and interest in
and to the Transferred Mortgage Loans being conveyed by it,
including specifically, without limitation, the Mortgages (as
such term is defined in the "related Advanta Pooling
Agreement"), the Files and all other documents, materials and
properties appurtenant thereto and the Notes, including all
interest and principal received by such Affiliated Originator
on or with respect to such Transferred Mortgage Loans on or
after the related Cut-off Date, together with all of its
right, title and interest in and to the proceeds received on
or after the related Cut-off Date of any related insurance
policies.
If an Affiliated Originator cannot deliver the
original Mortgage or mortgage assignment with evidence of
recording thereon concurrently with the execution and delivery
of this Conveyance Agreement solely because of a delay caused
by the public recording office where such original Mortgage or
mortgage assignment has been delivered for recordation, such
Affiliated Originator shall promptly deliver to Bankers Trust
Company of California, in its capacity as Trustee (the
"Trustee") such original Mortgage or mortgage assignment with
evidence of recording indicated thereon upon receipt thereof
from the public recording official.
The costs relating to the delivery of the documents
specified in this Conveyance Agreement shall be borne by each
Affiliated Originator.
The Affiliated Originators hereby make the
Representations and Warranties set forth in Section 5(b) of
the Master Transfer Agreement with respect to the Transferred
Mortgage Loans, together with the following additional
representation and warranty:
As of the Startup Day, no Mortgagor is currently a
debtor in a case under Title 11 of the United States Code, or
any similar state insolvency proceeding.
Bankers Trust Company of California, N.A., in its
capacity as Trustee, and the Trust are intended beneficiaries
of this Agreement and of the foregoing representations,
warranties and agreements.
The "Cut-Off Date" with respect to such Transferred
Mortgage Loans shall be March 1, 1997.
All terms and conditions of the Master Transfer
Agreement are hereby incorporated herein; provided that in the
event of any conflict the provisions of this Conveyance
Agreement shall control over the conflicting provisions of the
Master Transfer Agreement.
For purposes of this Conveyance Agreement, the
"related Advanta Pooling Agreement" with respect to the
Transferred Mortgage Loans is the Pooling and Servicing
Agreement dated as of March 1, 1997 by and among the Sponsor,
Advanta Mortgage Corp. USA and Bankers Trust Company of
California, N.A.
2
Terms capitalized herein and not defined herein
shall have their respective meanings as set forth in the
Mortgage Transfer Agreement.
ADVANTA MORTGAGE CORP. USA
ADVANTA MORTGAGE CORP. MIDATLANTIC
ADVANTA MORTGAGE CORP. MIDATLANTIC II
ADVANTA MORTGAGE CORP. MIDWEST
ADVANTA MORTGAGE RECEIVABLES, INC.
ADVANTA MORTGAGE CORP. OF NEW JERSEY
ADVANTA MORTGAGE CORP. NORTHEAST
ADVANTA MORTGAGE CONDUIT SERVICES, INC.
ADVANTA FINANCE CORP.
ADVANTA NATIONAL BANK USA,
as Affiliated Originators
By:_____________________________
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
ADVANTA MORTGAGE CONDUIT SERVICES,
INC., as Sponsor
By:_____________________________
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A. as Trustee
By:_____________________________
Dated: March 31, 1997
3