1
Exhibit 4.3
2
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 Finance Corp.,
Advanta National Bank and Advanta Bank Corp. (each, an "Affiliated Originator"),
Advanta Conduit Receivables, Inc., as an Affiliate, and Advanta Mortgage Conduit
Services, Inc., as Sponsor, pursuant to the Master Loan Transfer Agreement,
dated as of March 1, 1999, among themselves and Bankers Trust Company of
California, N.A. as Trustee (the "Master Transfer Agreement"), hereby confirm
their understanding with respect to the conveyance by each Affiliated
Originator, the Warehouse Trusts, the Affiliate and the Sponsor of those
Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
"Transferred Mortgage Loans") to the Sponsor and/or the Advanta Mortgage Loan
Trust 1999-1.
Conveyance of Transferred Mortgage Loans. Each Affiliated Originator,
the Affiliate 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 Trustee: (i) to convey to the Sponsor,
for assignment to the Advanta Mortgage Loan Trust 1999-1, 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 accrued 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 mortgage insurance
policies (excluding any non-mortgage related or credit life 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 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.
3
The 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 the opening of business on March 1, 1999.
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" is the Pooling and Servicing Agreement dated as of March 1, 1999
relating to Advanta Mortgage Loan Trust 1999-1. Terms capitalized herein and not
defined herein shall have their respective meanings as set forth in the Master
Transfer Agreement.
2
4
Dated: March 9, 1999
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 NATIONAL BANK,
as Affiliated Originators
and
ADVANTA CONDUIT RECEIVABLES, INC.,
as an Affiliate
By:/s/ Xxxxxxx Xxxx
-----------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
ADVANTA BANK CORP.
as Affiliated Originator
By:/s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: President & CEO
ADVANTA MORTGAGE CONDUIT
SERVICES, INC., as Sponsor
By: /s/ Xxxxxxx Xxxx
-----------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
3
5
BANKERS TRUST COMPANY
OF CALIFORNIA, N.A., as Trustee
By: /s/ Xxxx XxXxxxx
-----------------------------
Name: Xxxx XxXxxxx
Title: Assistant Secretary
ADVANTA FINANCE CORP.
By: /s/ Xxxxxxx Xxxx
-----------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
Conveyance Agreement
4
