1
EXHIBIT 10.4
2
Advanta Revolving Home
Equity Loan Trust 1999-A
c/o Bankers Trust Company
of California, N.A.
Three Xxxx Xxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Ambac Assurance Corporation
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Sale and Servicing Agreement dated as of May 1, 1999 (the
"Agreement") among Advanta as Sponsor, Advanta Mortgage Corp.
USA, as Master Servicer ("USA"), Advanta Revolving Home Equity
Loan Trust 1999-A (the "Trust"), Advanta Holding Trust 1999-A
("Holding") and Bankers Trust Company of California, N.A. as
Indenture Trustee (the "Indenture Trustee")
Ladies and Gentlemen:
Pursuant to the Agreement, 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 Servicing Advances.
In addition, the Sponsor has, in the Agreement undertaken certain financial
obligations, including, but not limited to, the payment of the Loan
Reacquisition Price relating to the repurchase of non-qualifying Mortgage Loans,
the payment of Substitution Amounts in connection with the substitution of
Qualified Replacement Mortgage Loans and the payment of certain expenses of the
Trust. Any financial obligations of USA or the Sponsor under the 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
and the Sponsor under the Agreement (including the payment of money damages for
a breach of any of USA's or the Sponsor's obligations under the 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 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
and the Sponsor for the payment of the Joint and Several Obligations under the
Agreement.
3
Now, therefore, the Trust, the Insurer and AMHC do hereby agree that:
(i) AMHC hereby agrees to be absolutely and unconditionally
jointly and severally liable with USA and the Sponsor to the
Trust and the Insurer for the payment of the Joint and Several
Obligations under the Agreement.
(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
Insurer by USA, the Sponsor, or another affiliate of AMHC.
This letter and the respective obligations and rights hereunder and
thereunder shall not be delegated or assigned by you without the prior written
consent of the Insurer. This letter may not be amended or otherwise modified
except pursuant to a writing signed by each of the parties hereto. This letter
may be executed by the signatories hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute one and the
same letter.
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE UNDERSIGNED PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF OR IN CONNECTION
WITH, THIS LETTER, AND ANY OTHER COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE UNDERSIGNED
PARTIES IN CONNECTION HEREWITH OR THEREWITH.
4
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: /s/ Xxxxxxx Xxxx
---------------------------------
Authorized Signatory
ACKNOWLEDGED AND AGREED:
ADVANTA REVOLVING HOME EQUITY
LOAN TRUST 1999-A
By: WILMINGTON TRUST COMPANY
as Owner Trustee
By: /s/ Xxxxxx X. XxxXxxxxx
----------------------------------
Authorized Signatory
ACKNOWLEDGED:
AMBAC ASSURANCE CORPORATION
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Authorized Signatory
Dated: May 27, 1999
