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Exhibit 10.2
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May 24, 2000
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 19, 2000 (the "Underwriting
Agreement") between Advanta Conduit Receivables, Inc. ("XXXX")
and Xxxxxx Xxxxxxx & Co. Incorporated as representative of the
Underwriters (the "Representative") and the Insurance and
Indemnity Agreement dated as of May 24, 2000 (the "Insurance
Agreement") among Ambac Assurance Corporation (the
"Certificate Insurer"), XXXX, as sponsor, Advanta Mortgage
Corp. USA, as master servicer, and Bankers Trust Company of
California, N.A., as trustee
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement and the Insurance
Agreement (together, the "Designated Agreements"), XXXX 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 XXXX 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 XXXX under the
Designated Agreements (including the payment of money damages for a breach of
any of XXXX'x 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 Representative and
the Certificate Insurer have required the undersigned, Advanta Mortgage Holding
Company ("AMHC"), the indirect parent corporation of XXXX, to acknowledge its
joint-and-several liability with XXXX for the payment of the Joint and Several
Obligations under the Designated Agreements.
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Now, therefore, the Representative, the Certificate Insurer and AMHC do hereby
agree that:
(i) AMHC hereby agrees to be absolutely and
unconditionally jointly and severally liable with
XXXX 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
XXXX 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 XXXX or another affiliate of AMHC.
[Remainder of Page Intentionally Left Blank]
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Capitalized terms used herein and not defined herein shall
have their respective meanings set forth in the Agreement.
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/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Managing Director
AMBAC ASSURANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: First Vice President
[AMHC Guaranty to the Underwriter]
