EXHIBIT 10.1
SERVICING TERM AGREEMENT
(UACSC 1998-A - 1999-A AUTO TRUSTS)
SERVICING TERM AGREEMENT (as the same may be amended, restated,
supplemented or modified from time to time, the "Servicing Term Agreement", or
this "Agreement"), dated as of September 6, 2002 by and among UNION ACCEPTANCE
CORPORATION, as servicer (the "Servicer"), BNY MIDWEST TRUST COMPANY, as
successor to ▇▇▇▇▇▇ Trust and Savings Bank, as trustee (the "Trustee"), and MBIA
INSURANCE CORPORATION, as financial guaranty insurer (the "Insurer").
WHEREAS, UAC Securitization Corporation, the Servicer and the Trustee are
parties to (a) the Pooling and Servicing Agreement dated as of March 1, 1998
(the "1998-A Servicing Agreement"); (b) the Pooling and Servicing Agreement
dated as of June 1, 1998 (the "1998-B Servicing Agreement"); (c) the Pooling and
Servicing Agreement dated as of September 1, 1998 (the "1998-C Servicing
Agreement"); (d) the Pooling and Servicing Agreement dated as of November 1,
1998 (the "1998-D Servicing Agreement"); and (e) the Pooling and Servicing
Agreement dated as of February 1, 1999 (the "1999-A Servicing Agreement") (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the 1998-A Servicing Agreement, the 1998-B Servicing Agreement, the
1998-C Servicing Agreement, the 1998-D Servicing Agreement, and the 1999-A
Servicing Agreement, each a "Servicing Agreement" and collectively the
"Servicing Agreements");
WHEREAS, in consideration of good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto mutually desire
to enter into the Servicing Term Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Agreement, and except as
otherwise provided in this Section 1, capitalized terms shall have the same
meanings assigned thereto in the Servicing Agreements.
(a) As used herein, "Back-up Servicing Agreement" shall have the
following definition:
"Back-up Servicing Agreement" shall mean the agreement or
agreements pursuant to which an entity acceptable to the Insurer
agrees to perform back-up servicing functions as provided therein and
to act as successor Servicer under the Servicing Agreements if so
required.
SECTION 2. Servicing Term. Pursuant to Section 13.05 of the Servicing
Agreements, the parties hereby consent and agree that the initial term of UAC as
Servicer shall terminate at 11:59 p.m. on September 6, 2002; provided, however,
UAC shall act as successor Servicer for a second term commencing at 12:00 a.m.
on September 7, 2002 and terminating at 11:59 a.m. on October 31, 2002 (the
"Servicing Term"), unless such term is extended for an additional 60-day term
(such term, an "Extended Servicing Term") in writing executed by the Insurer
prior to the expiration of such Servicing Term. Any Extended Servicing Term may
be similarly extended prior to its expiration. The Insurer will give the Trustee
ten (10) days prior written notice of its determination not to extend the
Servicing Term or an Extended Servicing Term, in the event that the Trustee is
to become the successor Servicer. Upon the expiration of the Servicing Term or
any subsequent Extended Serving Term without renewal, all rights and obligations
of UAC as successor Servicer under the Servicing Agreements shall terminate and
all authority and power of UAC as successor Servicer shall pass to and be vested
in the back-up servicer designated pursuant to the Back-up Servicing Agreement
or such other entity as shall be designated by the Insurer. UAC shall, on or
before September 11, 2002 and on the date that is three (3) Business Days from
the end of each Collection Period, deliver to the Insurer a tape containing the
master record of the Receivables as of the end of the previous Collection Period
in such form as the Insurer shall reasonably require. UAC hereby agrees to
cooperate with the Insurer and the back-up servicer designated pursuant to the
Back-up Servicing Agreement or other successor Servicer in effectuating the
complete transfer of the servicing, administration and collection functions from
UAC to the back-up servicer or such other successor Servicer in accordance with
the Servicing Agreements and this Agreement.
SECTION 3. Effectiveness. This Agreement shall become effective as of the
date first written above when counterparts of this Agreement shall have been
accepted and agreed to by each of the parties hereto.
SECTION 4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.
SECTION 5. Severability; Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
UNION ACCEPTANCE CORPORATION
By: _______________________________
Name:
Title:
BNY MIDWEST TRUST COMPANY,
not in its individual capacity but solely
as Trustee
By: _______________________________
Name:
Title:
MBIA INSURANCE CORPORATION
By: _______________________________
Name:
Title: