<PAGE> 1
Exhibit 10.3
<PAGE> 2
May 24, 2000
Advanta Mortgage Loan Trust 2000-1 (the "Trust")
c/o Bankers Trust Company of California, N.A.
1761 East St. Andrew Place
Santa Ana, CA 92705
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Re: Pooling and Servicing Agreement dated as of May 1, 2000 (the
"Pooling and Servicing Agreement") among Advanta Conduit
Receivables, Inc., as sponsor (the "Sponsor"), Advanta
Mortgage Corp. USA ("AMCUSA"), as master servicer (the "Master
Servicer"), and Bankers Trust Company of California, N.A. as
trustee (the "Trustee") and the Mortgage Loan Transfer
Agreement dated as of May 1, 2000 (the "Transfer Agreement")
among the Sponsor, the Trustee and the originators named
therein (the "Originators")
Ladies and Gentlemen:
Pursuant to the Pooling and Servicing Agreement and the
Transfer Agreement (together, the "Agreements"), AMCUSA 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 Delinquency Advances and Servicing Advances. In addition, the Sponsor and the
Originators have, in the Agreements undertaken certain financial obligations,
including, but not limited to, the payment of the Loan Purchase Price relating
to the repurchase of non-qualifying Mortgage Loans, the payment of Substitution
Amounts in connection with the substitution of Qualified Replacement Mortgages
and the payment of certain expenses of the Trust. Any financial obligations of
AMCUSA, the Sponsor or any Originator under either of the 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 AMCUSA, the Sponsor or
any Originator under either of the Agreements (including the payment of money
damages for a breach of any of AMCUSA's, the Sponsor's or any Originator's
obligations under either of the Agreements, 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 Certificate Insurer has required the undersigned, Advanta
Mortgage Holding Company ("AMHC"), the parent corporation of AMCUSA and the
indirect
<PAGE> 3
corporate parent of the Sponsor, to acknowledge its joint-and-several liability
with AMCUSA, the Sponsor and the Originators for the payment of the Joint and
Several Obligations under the Agreements.
Now, therefore, the Trust, the Certificate Insurer and AMHC do
hereby agree that:
(i) AMHC hereby agrees to be absolutely and
unconditionally jointly and severally liable with
AMCUSA, the Sponsor and the Originators to the Trust
and the Certificate Insurer for the payment of the
Joint and Several Obligations.
(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 Certificate Insurer by
AMCUSA, the Sponsor, any Originator or another
affiliate of AMHC.
[Remainder of Page Intentionally Left Blank]
<PAGE> 4
Capitalized terms used herein and not defined herein shall
have their respective meanings as set forth in the Agreements.
Very truly yours,
ADVANTA MORTGAGE
HOLDING COMPANY
By: /s/ Michael Coco
------------------------------------------------
Name: Michael Coco
Title: Vice President
Acknowledged and Agreed:
ADVANTA MORTGAGE LOAN
TRUST, 2000-1, by Bankers Trust
Company of California, N.A., as Trustee
By: /s/ Mark McNeill
----------------------------------------
Name: Mark McNeill
Title: Assistant Secretary
Acknowledged:
AMBAC ASSURANCE CORPORATION
By: /s/ Thomas J. Adams
----------------------------------------
Name: Thomas J. Adams
Title: First Vice President
Dated: May 24, 2000
[Guaranty to the Trust]
