EXHIBIT 10.2
SERVICING TERM AGREEMENT
(1999-B - 2002-A OWNER 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"), WACHOVIA TRUST COMPANY, NATIONAL
ASSOCIATION formerly First Union Trust Company, National Association, as owner
trustee (the "Owner Trustee"), BNY MIDWEST TRUST COMPANY, as successor to ▇▇▇▇▇▇
Trust and Savings Bank, as indenture trustee (the "Indenture Trustee"), and MBIA
INSURANCE CORPORATION, as financial guaranty insurer (the "Insurer").
WHEREAS, UAC Securitization Corporation, the Servicer and the Owner Trustee
are parties to (a) the Trust and Servicing Agreement dated as of May 1, 1999
(the "1999-B Servicing Agreement"); (b) the Trust and Servicing Agreement dated
as of August 1, 1999 (the "1999-C Servicing Agreement"); (c) the Trust and
Servicing Agreement dated as of November 1, 1999 (the "1999-D Servicing
Agreement"); (d) the Trust and Servicing Agreement dated as of February 1, 2000
(the "2000-A Servicing Agreement"); (e) the Trust and Servicing Agreement dated
as of June 1, 2000 (the "2000-B Servicing Agreement"); (f) the Trust and
Servicing Agreement dated as of November 17, 2000 (the "2000-D Servicing
Agreement"); (g) the Trust and Servicing Agreement dated as of February 24, 2001
(the "2001-A Servicing Agreement"); (h) the Trust and Servicing Agreement dated
as of September 25, 2001 (the "2001-C Servicing Agreement"); and (i) the Trust
and Servicing Agreement dated as of March 18, 2002 (the "2002-A Servicing
Agreement") (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the 1999-B Servicing Agreement, the 1999-C Servicing
Agreement, the 1999-D Servicing Agreement, the 2000-A Servicing Agreement, the
2000-B Servicing Agreement, the 2000-D Servicing Agreement, the 2001-A Servicing
Agreement, the 2001-C Servicing Agreement and the 2002-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
Indenture 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
Indenture 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:
WACHOVIA TRUST COMPANY,
NATIONAL ASSOCIATION, formerly First
Union Trust Company, National Association,
not in its individual capacity but solely on
behalf of the Issuer as Owner Trustee under
the Servicing Agreement
By: _______________________________
Name:
Title:
BNY MIDWEST TRUST COMPANY,
not in its individual capacity but solely
as Indenture Trustee
By: _______________________________
Name:
Title:
MBIA INSURANCE CORPORATION
By: _______________________________
Name:
Title: