Mail Stop 3561
April 12, 2006
Via U.S. Mail
Elizabeth H. Mai, Esq.
Advanta Corp.
Welsh & McKean Roads
Spring House, PA 19477
Re: Advanta Business Receivables Corp.
Registration Statement on Form S-3
Filed March 16, 2006
File No. 333-132508
Dear Ms. Mai:
We have limited our review of your filing for compliance
with
Regulation AB. Please note that our limited review covers only
those
issues addressed in the comments below. Please also note that our
comments to either the base prospectus and/or the supplement
should
be applied universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure. After reviewing this information, we may raise
additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Registration Statement on Form S-3
General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor has been current and timely with
Exchange
Act reporting during the last twelve months with respect to asset-
backed securities involving the same asset class. Please refer to
General Instruction I.A.4. of Form S-3. Also, please provide us
with
the CIK codes for any affiliate of the depositor that has offered
a
class of asset-backed securities involving the same asset class as
this offering.
2. Please confirm that all material terms to be included in the
finalized agreements will also be disclosed in the final Rule
424(b)
prospectus, or that finalized agreements will be filed
simultaneously
with or prior to the final prospectus. Refer to Item 1100(f) of
Regulation AB.
3. Please also confirm that you will file unqualified legal and
tax
opinions at the time of each takedown.
4. Please note that a takedown off of a shelf that involves
assets,
structural features, credit enhancement or other features that
were
not described in the base prospectus will usually require either a
new registration statement, if to include additional assets, or a
post-effective amendment. Refer to Rule 409 of the Securities
Act,
which requires that the registration statement be complete at the
time of effectiveness, except for information that is not known or
reasonably available. Please confirm for us that the base
prospectus
includes all assets, credit enhancements or other structural
features
reasonably contemplated to be included in an actual takedown.
Prospectus Supplement
Cover Page
5. Please revise your statement to ensure that it accurately
reflects
the language under Item 1102(d) of Regulation AB. In this regard,
please clarify that the securities represent the obligations of
the
issuing entity, rather than naming the trust.
6. If an issuance may include more than one class of notes, please
add bracketed disclosure to the cover page regarding this and
provide
bracketed disclosure indicating that the principal and interest
rate
for each class of securities will be identified.
7. If you anticipate that an offering may have a monthly
distribution
of principal, please consider adding bracketed disclosure to the
cover page regarding this.
Base Prospectus
Credit Enhancement, page 6
8. Please revise to indicate that swaps are limited to interest
rate
and currency swaps or advise us how anticipated swaps would meet
the
definition of asset backed security. Refer to Section III.A.2.a.
of
the Regulation AB Adopting Release (Release No. 33-8518; 34-50905)
and Item 1115 of Regulation AB.
Evidence as to Compliance, page 79
9. Please tell us whether the reports you describe in this section
will be provided in addition to the reports you describe under
"Annual Reports" on page 78.
Credit Enhancement, page 93
General, page 93
10. We note that you briefly describe each type of credit
enhancement
in this section. Please revise to also describe what you mean by
"cross support features."
11. Please revise to delete your reference to "other derivatives
agreement, or another method of credit enhancement described in
the
prospectus supplement." Similarly delete on page 96 under
"Derivative Agreements," "other derivative agreements for the
benefit
of a tranche, class or series, the terms of which will be
specified
in the prospectus supplement." If you want to add additional
types
of derivative agreements or credit enhancment, we suggest doing so
in
a post-effective amendment with full disclosure of each type.
Alternatively, please expand your disclosure to list and describe
the
other types of credit enhancement or derivative products you
contemplate and tell us how the other products will meet the
definition of asset-backed security.
Exhibits
12. It appears that the pooling and servicing agreement you have
incorporated by reference does not comply with the new
requirements
in Exchange Act Rule 15d-18. Please advise and provide us with an
updated agreement when available, marked to show changes made to
comply with Regulation AB.
* * * * *
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rolaine Bancroft at (202) 551-3313 or me at
(202) 551-3210 with any other questions.
Regards,
Susan Block
Attorney-Advisor
cc: Edward M. De Sear, Esq.
McKee Nelson LLP
Fax: (917) 777-4299
Elizabeth H. Mai, Esq.
Advanta Business Receivables Corp.
April 12, 2006
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