EXHIBIT 10.8
EXECUTION COPY
SERVICING TRANSFER AGREEMENT
This Servicing Transfer Agreement (this "Agreement") is made as of April
17, 2003 by and between Systems & Services Technologies, Inc., as Successor
Servicer (the "Successor Servicer" or "SST"), Union Acceptance Corporation (the
"UAC" and, in its capacity as servicer prior to the Effective Date, the
"Servicer"), UAC Securitization Corporation ("UACSC"), Performance
Securitization Corporation ("PSC"), MBIA Insurance Corporation ("MBIA"), and the
Creditor Representative (as defined in Section 23).
WITNESSETH:
WHEREAS, UACSC, the Servicer and BNY Midwest Trust Company, as successor to
the corporate trust administration of Xxxxxx Trust and Savings Bank, in its
capacity as trustee (the "Trustee") are parties to (a) the Pooling and Servicing
Agreement dated as of March 1, 1998 (the "1998-A Servicing Agreement") with
respect to the formation of UACSC 1998-A Auto Trust (the "1998-A Transaction");
(b) the Pooling and Servicing Agreement dated as of June 1, 1998 (the "1998-B
Servicing Agreement") with respect to the formation of UACSC 1998-B Auto Trust
(the "1998-B Transaction"); (c) the Pooling and. Servicing Agreement dated as of
September 1, 1998 (the "1998-C Servicing Agreement") with respect to the
formation of UACSC 1998-C Auto Trust (the "1998-C Transaction"); (d) the Pooling
and Servicing Agreement dated as of November 1, 1998 (the "1998-D Servicing
Agreement") with respect to the formation of UACSC 1998-D Auto Trust (the
"1998-D Transaction"); and (e) the Pooling and Servicing Agreement dated as of
February l, 1999 (the "1999-A Servicing Agreement") with respect to the
formation of UACSC 1999-A Auto Trust (the "1999-A Transaction" and together with
the 1998-A Transaction, the 1998-B Transaction, the 1998-C Transaction, and the
1998-D Transaction, the "Grantor Trust Transactions") (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 "Grantor Trust Servicing
Agreements");
WHEREAS, Performance Securitization Corporation, the Servicer and the
Trustee are parties to the Pooling and Servicing Agreement dated as of June 1,
1998 with respect to the formation of PSC 1998-1 Grantor Trust (the "PSC
Transaction") (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "PSC Servicing Agreement");
WHEREAS, UACSC, the Servicer and Wachovia Trust Company, National
Association formerly First Union Trust Company, National Association, as owner
trustee (the "Owner Trustee") are parties to (a) the Trust and Servicing
Agreement dated as of May 1, 1999 (the "1999-B Servicing Agreement") with
respect to the formation of UACSC 1999-B Owner Trust (the "1999-B Transaction");
(b) the Trust and Servicing Agreement dated as of August 1, 1999 (the "1999-C
Servicing Agreement") with respect to the formation of UACSC 1999-C Owner Trust
(the "1999-C Transaction"); (c) the Trust and Servicing Agreement dated as of
November l, 1999 (the "1999-D Servicing Agreement") with respect to the
formation of UACSC
1
1999-D Owner Trust (the "1999-D Transaction"); (d) the Trust and Servicing
Agreement dated as of February 1, 2000 (the "2000-A Servicing Agreement") with
respect to the formation of UACSC 2000-A Owner Trust (the "2000-A Transaction");
(e) the Trust and Servicing Agreement dated as of June 1, 2000 (the "2000-B
Servicing Agreement") with respect to the formation of UACSC 2000-B Owner Trust
(the "2000-B Transaction"); (f) the Trust and Servicing Agreement dated as of
November 17, 2000 (the "2000-D Servicing Agreement") with respect to the
formation of UACSC 2000-D Owner Trust (the "2000-D Transaction"); (g) the Trust
and Servicing Agreement dated as of February 24, 2001 (the "2001-A Servicing
Agreement") with respect to the formation of UACSC 2001-A Owner Trust (the
"2001-A Transaction"); (h) the Trust and Servicing Agreement dated as of
September 25, 2001 (the "2001-C Servicing Agreement") with respect to the
formation of UACSC 2001-C Owner Trust (the "2001-C Transaction"); and (i) the
Trust and Servicing Agreement dated as of March l, 2002 (the "2002-A Servicing
Agreement") with respect to the formation of UACSC 2002-A Owner Trust (the
"2002-A Transaction" and together with the 1999-B Transaction, the 1999-C
Transaction, the 1999-D Transaction, the 2000-A Transaction, the 2000-B
Transaction, the 2000-D Transaction, the 2001-A Transaction, the 2001-C
Transaction and the 2002-A Transaction, the "Owner Trust Transactions") (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 "Owner Trust Servicing Agreements");
WHEREAS, the Owner Trustee, on behalf of the various trusts parties thereto
(each an "Issuer"), and BNY Midwest Trust Company, as successor to the corporate
trust administration of Xxxxxx Trust and Savings Bank (and, with respect to the
2000-B Indenture, The Bank of New York), each in its capacity as Indenture
Trustee (the "Indenture Trustee"), are parties to (a) the Indenture dated as of
May 1, 1999 (the "1999-B Indenture"), by and between UACSC 1999-B Owner Trust
and the Indenture Trustee; (b) the Indenture and Security Agreement dated as of
July 23, 1999 (the "1999 Master Indenture and Security Agreement"), by and
between UACSC 1999 Master Owner Trust and the Indenture Trustee; (c) the
Indenture dated as of August 1, 1999 (the "1999-C Indenture"), by and between
UACSC 1999-C Owner Trust and the Indenture Trustee; (d) the Indenture dated as
of November 1, 1999 (the "1999-D Indenture"), by and between UACSC 1999-D Owner
Trust and the Indenture Trustee; (e) the Indenture dated as of February 1, 2000
(the "2000-A Indenture"), by and between UACSC 2000-A Owner Trust and the
Indenture Trustee; (f) the Indenture dated as of June 1, 2000 (the "2000-B
Indenture"), by and between UACSC 2000-B Owner Trust and The Bank of New York,
as the Indenture Trustee; (g) the Indenture dated as of November 17, 2000 (the
"2000-D Indenture"), by and between UACSC 2000-D Owner Trust and the Indenture
Trustee; (h) the Indenture dated as of February 24, 2001 (the "2001-A
Indenture"), by and between UACSC 2001-A Owner Trust and the Indenture Trustee;
(i) the Indenture dated as of September 25, 2001 (the "2001-C Indenture"), by
and between UACSC 2001-C Owner Trust and the Indenture Trustee; and (j) the
Indenture dated as of March 18, 2002 (the "2002-A Indenture"), by and between
UACSC 2002-A Owner Trust and the Indenture Trustee (the 1999-B Indenture, the
1999 Master Indenture and Security Agreement, the 0000-X Xxxxxxxxx, the 1999-D
Indenture, the 2000-A Indenture, the 2000-B Indenture, the 2000-D Indenture, the
2001-A Indenture, the 0000-X Xxxxxxxxx and the 2002-A Indenture, as the same
have been or may hereafter be amended, restated, supplemented
2
or otherwise modified from time to time, each an "Indenture" and collectively
the "Indentures"); and
WHEREAS, UACSC, UAC and the Owner Trustee are parties to the Trust and
Servicing Agreement dated as of July 23, 1999 with respect to the formation of
UACSC 1999 Master Owner Trust (the "CIBC Transaction" and together with the
Grantor Trust Transactions, the PSC Transaction, the Owner Trust Transactions
and the CIBC Transaction, the "Transactions" and individually a "Transaction")
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the "CIBC Servicing Agreement" and, together with the Grantor
Trust Servicing Agreements, the PSC Servicing Agreement, and the Owner Trust
Servicing Agreements, the "Servicing Agreements");
WHEREAS, on October 31, 2002, UAC filed a voluntary petition for relief
(the "Bankruptcy Filing") under Chapter 11 of Title 11 of the United States Code
with the Indianapolis Division of the United States Bankruptcy Court Southern
District of Indiana (the "Bankruptcy Court"); and
WHEREAS, subject to the approval of the Bankruptcy Court and other required
parties, UAC proposes to sell and transfer its automobile consumer receivable
servicing platform assets to SST pursuant to an Asset Purchase Agreement, dated
April 17, 2003, between UAC and SST ("Asset Purchase Agreement"), such
transaction to include the business assets and facilities that UAC uses to
service the Transactions;
WHEREAS, MBIA and UAC desire to effect the appointment of SST as successor
to UAC as the Servicer and as the Collection Agent (the "Successor Servicer")
and SST has agreed to accept such appointment and assume all rights and
obligations of UAC, as Successor Servicer with respect to each of the
Transactions, subject to the terms and conditions of this Agreement;
WHEREAS, on November 12, 2002, the Bankruptcy Court appointed the Creditor
Representative to represent the unsecured creditors of UAC; and
NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Capitalized Terms. Capitalized terms not otherwise defined herein are
used herein with the meanings ascribed thereto, or incorporated by reference, in
the applicable Servicing Agreement.
2. Appointment. Pursuant to Section 14.02 of the Servicing Agreements,
effective as of the Effective Date (and such term is defined in Section 5) with
respect to each Transaction, SST shall be designated and appointed as Successor
Servicer with respect to each of the Transactions. SST shall be appointed as
custodian of the Receivable Files (as defined in each of the Servicing
Agreements), such appointments to be effective on each applicable Effective
Date; provided, however, that SST shall only act as custodian on any Transaction
if it is also simultaneously acting as the Successor Servicer. SST's duties and
obligations as Successor Servicer hereunder shall be as provided solely in the
Servicing Agreements or as described herein. UAC, UACSC, PSC and MBIA each
hereby consent to the forgoing appointments and, to
3
the extent required, authorize and direct the Trustee (with respect to the
Grantor Trust Transactions and the PSC Transaction), the Indenture Trustee (with
respect to the Owner Trust Transactions and the CIBC Transaction), and request
consent from Canadian Imperial Bank of Commerce (with respect to the CIBC
Transaction), to effect the foregoing appointments, each effective as of the
applicable Effective Date (as such term is defined below), by subscribing to the
Appointment and Consent following the signature page of this Agreement.
Effective only upon the Effective Date with respect to each Transaction, UAC
shall resign as Servicer with respect to such Transaction, respectively.
3. Acceptance of Appointment. Subject to the terms and conditions
hereinafter set forth, SST hereby accepts its appointment as Successor Servicer
and agrees to perform its obligations under the Servicing Agreements and this
Agreement, as described herein, effective with respect to each Transaction as of
the applicable Effective Date. SST shall use its best efforts to promptly
transition servicing from UAC to SST, minimize disruption in servicing and
perform its duties in accordance with all applicable laws and regulations, and
the servicing standards set forth in this Agreement; provided, however, that SST
shall not be strictly held to the Performance Standards (as defined herein) for
thirty (30) days following the Effective Date. If requested by SST, UAC shall
assist SST to interpret Sections 2.3(a) and 2.9 of the Security Agreement.
4. SST's Obligations as Successor Servicer; Compensation. SST shall become
the Successor Servicer with respect to all of the duties and obligations of UAC
as Servicer under the Servicing Agreements (as amended as contemplated herein).
SST shall be entitled to receive as compensation with respect to each
Transaction a servicing fee (the "Successor Servicing Fee") and other amounts as
described in Appendix A hereto (it being understood and agreed that in no event
shall the Trustee or the Indenture Trustee have any liability or obligation in
respect of such compensation).
5. Effectiveness of Appointment for Each Transaction.
The effectiveness of SST's appointment hereunder with respect to each
Transaction shall occur with respect to such Transaction on its Effective Date.
The Effective Date for each Transaction (the "Effective Date") shall be the date
on which all conditions to effectiveness set forth below are satisfied in
respect of such Transaction:
(a) Conditions to Effective Date with respect to all Transactions. The
following conditions shall have occurred with respect to all Transactions:
(i) The Bankruptcy Court shall have entered an order approving this
Agreement, the transactions contemplated herein, the amendments to the
Trust Agreements and Indentures, and Insurance and Reimbursement
Agreements, and the proposed Master Trust Agreement as contemplated in such
amendments, and authorizing UAC to enter into and consummate each of the
forgoing;
(ii) The closing of the transactions contemplated in the Asset
Purchase Agreement shall have occurred; and
4
(iii) UAC, MBIA, and UACSC, or PSC as appropriate, shall have executed
the Amendment to Insurance and Reimbursement Agreements, including the
terms described on Appendix B-1, attached hereto; and such parties and
Wilmington Trust Company, as Master Trustee, shall have executed and
delivered the Master Trust Agreement, including the terms described on
Appendix B-2, attached hereto.
(b) Conditions with Respect to Grantor Trust Transactions and PSC
Transaction. The following conditions shall have occurred with respect to a
Grantor Trust Transaction or the PSC Transaction:
(i) With respect to the Grantor Trust Transactions, the Agreement
Including Omnibus Amendments to Pooling and Servicing Agreements and
Purchase Agreements, in the form attached hereto as Appendix C-1, shall
have been executed by UAC, UACSC, the Trustee and MBIA; and, with respect
to the PSC Transaction, the Agreement Including Amendments to Pooling and
Servicing Agreement and Purchase Agreement, in the form attached hereto as
Appendix C-2, shall have been executed by UAC, PSC, the Trustee and MBIA,
and all conditions to the effectiveness of such Agreement with respect to
such Transaction shall have been satisfied or waived (with the
understanding that such Agreements will become effective with respect to
such Grantor Trust Transactions on the Effective Date but certain
amendments provided therein that require certificateholder consent under
the applicable Servicing Agreement shall become effective at such later
time as certain certificateholder approval is obtained); and
(ii) The Trustee shall have subscribed the Appointment and Consent
instrument following the end of this Agreement.
(c) Conditions with Respect to Owner Trust Transactions and CIBC
Transaction. The following conditions shall have occurred with respect to an
Owner Trust Transaction or the CIBC Transaction:
(i) With respect to the Owner Trust Transactions, the Agreement
Including Omnibus Amendments to Trust and Servicing Agreements,
Administration Agreements, Purchase Agreements and Supplemental Indentures,
in the form attached hereto as Xxxxxxxx X-0, shall have been executed by
UAC, UACSC, the Indenture Trustee, the Owner Trustee and MBIA (with the
understanding that such Agreements will become effective on the Effective
Date with respect to such Transactions but certain amendments related to
the UACSC 1999-B and UACSC 1999-C Servicing Agreements that require
noteholder consent under the applicable Servicing Agreement provided
therein shall become effective at such later time as certain noteholder
approval is obtained); and, with respect to the CIBC Transaction, the
Agreement Including Amendments to Master Trust and Servicing Agreement,
Indenture and Security Agreement, Administration Agreement, and Stand-by
Purchase Agreements, in the form attached as Xxxxxxxx X-0 shall have been
executed by UAC, UACSC, the Indenture Trustee, the Owner Trustee, MBIA, and
Canadian Imperial Bank of Commerce; and all conditions to the effectiveness
of the applicable agreement with respect to each such Transaction shall
have been satisfied or waived; and
(ii) The Indenture Trustee shall have subscribed the Appointment and
Consent instrument following the end of this Agreement.
5
6. Covenants, Representations and Warranties of SST.(a) (a) By its
execution and delivery of this Agreement, SST hereby makes, for the benefit of
UAC and MBIA, each of the representations, warranties and covenants of the
Servicer, as applicable, set forth in the Servicing Agreements (subject to the
terms and conditions contained in this Agreement), as of the Effective Date,
each of which representations, warranties and covenants shall be deemed to be
incorporated herein by this reference as if fully set forth herein and SST shall
be responsible and obligated for such representations, warranties and covenants
as if fully set forth herein; provided, however, that references in the
Servicing Agreements, Indentures and Insurance Agreements to "Servicer" shall be
deemed to refer to SST as Successor Servicer and "Transaction Documents" shall
be deemed to refer only to this Agreement, and the Servicing Agreements and (to
the extent applicable to the Servicer's representations and covenants) the
Indentures, each as amended, provided, further however, that any reference to
corporate existence and good standing shall refer to the Successor Servicer's
corporate existence and good standing in its jurisdiction of organization.
(b) SST shall assign experienced personnel to service the Receivables
pursuant to the Servicing Agreements and this Agreement.
(c) SST will keep gateways, hardware, software, systems and the interface
used to provide the services hereunder and under the Servicing Agreements
up-to-date and otherwise maintain a technology platform that will enable SST to
fulfill its obligations at all times under this Agreement and under the
Servicing Agreements.
(d) Notwithstanding anything to the contrary in Section 8.02 of the
Servicing Agreements relating to the Grantor Trust Transactions, the PSC
Transaction, the Owner Trust Transactions and the CIBC Transaction, SST shall
not extend payments for any Receivable beyond the Stated Final Payment Date (in
the case of the Grantor Trust Transactions, the PSC Transaction and the Owner
Trust Transactions), and the Stated Maturity Date (in the case of the CIBC
Transaction).
(e) SST is, and after the consummation of the transactions contemplated
hereby, will be Solvent (as defined in the following sentence). "Solvent" shall
mean, with respect to SST as of a particular date, that, on such date, SST (i)
is able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course
of business or (ii) will have adequate capital to conduct its activities
hereunder or otherwise. (f) SST and all of its employees performing the services
hereunder and under the Servicing Agreements will perform its services in
accordance with the requirements of this Agreement and the Servicing Agreements
in a professional, diligent and workmanlike manner in accordance with industry
standards applicable to the performance of such services.
(g) SST shall maintain and service all Receivables hereunder in accordance
with the performance standards (the "Performance Standards") set forth in
Appendix E hereto.
(h) SST shall not enter into any merger, conversion, or consolidation,
unless MBIA shall otherwise consent in writing prior to any such merger,
conversion, or consolidation.
6
(i) SST represents that JPMorgan Chase Bank will provide assistance to SST,
as requested by SST, to assist SST in performing its reporting duties hereunder
and covenants that SST shall request and at all times use such assistance to
timely and accurately complete its reporting duties hereunder.
(j) SST shall maintain a minimum Tangible Net Worth (as defined by
generally acceptable accounting principles in effect in the United States from
time to time, hereinafter defined as "GAAP"), as of the last day of any calendar
quarter, in an amount equal to 85% of the Shareholder's Equity minus Intangible
Assets as of the end of the quarter ended on June 30, 2001, plus 50% of
quarterly net income (prior to dividends or distributions on an ongoing basis
with no subtraction for quarterly losses) for each quarter thereafter. For
purposes of this Section 6(j), "Intangible Assets" means all licenses, patents,
copyrights, trade names, trademarks, goodwill or any premium paid in excess of
the book value of purchased assets, experimental or organizational expenses,
deferred debt issuance costs, and all other assets which under GAAP are deemed
intangible and any write-up of assets, to the extent that any of the foregoing
items were included in total assets or deducted from total liabilities in
computing total shareholders equity; and "Shareholder's Equity" means, for SST
and its subsidiaries, as of the last day of any calendar quarter, the total
amount of shareholder's equity determined on a consolidated basis in accordance
with GAAP.
(k) JPMorgan Chase Bank shall own 100% of SST unless otherwise consented to
in writing by MBIA.
(l) It will furnish to UAC and MBIA the following:
(I) within 30 days after the close of each fiscal quarter, a
certificate signed by an authorized officer of SST (A) stating that SST is
in compliance with the financial covenant set forth in Section 6(j) hereof
and (B) demonstrating the calculations used to determine compliance with
such financial covenant set forth in Section 6(j) hereof;
(II) as soon as available, but in any event not later than 90 days
after the end of each of its fiscal years, a copy of its consolidated
balance sheets as at the end of such year and the related statements of
income and retained earnings and of cash flows for such year, setting forth
in each case in comparative form the figures for the previous year,
reported on by independent certified public accountants of nationally
recognized standing;
(III) as soon as available, but in any event not later than 45 days
after the end of each quarterly period of each of its fiscal years (except
for the quarterly periods which coincide with its fiscal year ends), a copy
of its unaudited consolidated balance sheet as at the end of such quarter,
and the related unaudited statements of income and retained earnings and of
consolidated cash flows for such period and the portion of the fiscal year
through the end of such period, setting forth in each case in comparative
form the figures for the previous year, certified by its chief financial
officer or treasurer as being fairly stated in all respects when considered
in relation to its audited financial statements (subject to normal year-end
audit adjustments and the absence of footnotes);
7
(IV) (A) SST shall notify UAC (or its designee), in writing on a
monthly basis by the 15th day of each month, if during the preceding month
any of the Receivables is pre-paid, or charged off, or if the Financed
Vehicle securing any such Receivable is liquidated or surrendered. Such
reporting is for the purpose of permitting UAC to recover chargebacks of
"spread" or dealer premium rebates from dealers under dealer agreements
under which UAC initially acquired the Receivables and to permit UAC to
seek to recover refunds of sales or use taxes previously paid by UAC. UAC
shall inform SST of any limitations on the scope of such required reporting
that are appropriate to limit such reporting to Receivables in respect of
which such rebate or refund may be available. In addition SST shall provide
to UAC (or its designee) upon request such information evidencing the
amount of recoveries in respect of any such Receivable, including
liquidation proceeds or recoveries in respect of any warranty claims or
insurance proceeds, that were applied against the Receivable, as UAC (or
its designee) may reasonably deem necessary to support any tax refund
claim.
(B) SST shall provide to UAC and (as requested) MBIA periodically
the additional data and/or reports consistent with the items listed on
Appendix F, it being understood that UAC will assist SST with the
formulation and production of said data and/or reports as reasonably
requested by SST.
(V) from time to time, such other financial data relating to SST, its
servicing, and each Transaction as UAC or MBIA shall reasonably request.
Without limiting the forgoing, SST shall provide to UAC, simultaneously
with delivery to others and in like manner, a copy of each certificate,
report or notice that SST is required to deliver to MBIA, the Trustee, the
Owner Trustee, the Indenture Trustee or any other party under the Trust
Agreements or Indentures.
(m) SST is currently in the business of providing services of the same type
required by the terms of the Transaction Documents and is authorized to perform
such services.
(n) SST has received all federal, state and local governmental and
regulatory licenses, permits and other authorizations required in order for it
to perform the services required by the terms of the Transaction Documents in
accordance with the terms and conditions thereof.
7. Annual Independent Accountants' Report. The annual accountants' report
required by Section 8.11 of the Servicing Agreements shall consist of a "SAS 70"
audit with respect to SST's policies and procedures.
8. Other Duties of SST.
(a) SST shall service all Receivables, Contracts, Financed Vehicles and
other property for which it is responsible as servicer under this Agreement and
the Trust Agreements in accordance with the stipulated policies and procedures
set forth on Appendix G, subject to minor, incidental and occasional exceptions
that do not materially adversely affect the value of any Receivable or Contract.
(b) In its capacity as custodian, upon receipt of the Receivable Files and
the Records, SST shall, with respect to each Transaction, review such files to
determine whether it has received the original contract and title document with
respect to each Receivable and within sixty
8
(60) days following the Effective Date notify UAC and MBIA if any such documents
are missing. After sixty days following the Effective Date, SST shall provide
UAC and MBIA with monthly updates on its review of the Receivable Files and
Records and notify UAC and MBIA of any such documents that are missing.
(c) SST shall grant MBIA, UAC, the Trustee, the Indenture Trustee and any
successor servicer under the Servicing Agreements, and their respective
representatives, reasonable access during normal business hours to SST's
premises and all records related to the Transactions, the Trusts and the
performance of SST's performance of its obligations hereunder and under the
Transaction Documents at SST's expense, The access referred to in this Section
8(c) will be conducted in a manner which does not unreasonably interfere with
SST's normal operations or customer or employee relations.
(d) SST shall be responsible for making all tax filings and related notice
mailings related to cancellation of indebtedness of Obligors (Form 1099-C) and
undertakes to prepare, mail and file same, as agent for UAC, UACSC or PSC. Each
of UAC, UACSC and PSC hereby authorize SST to take such actions as its agent and
each agrees to provide such further evidence of such authority as SST shall
reasonably deem necessary to carry-out such obligations. UAC shall reimburse SST
for its out-of-pocket expenses incurred in providing such filing and reporting
services.
(e) So long as the principal cash accounts of any Transaction are placed
with an affiliate of SST, as depository, SST shall bear the fees of the Trustee
or Indenture Trustee (as applicable) of such Transaction only to the extent such
fees exceed the fees in effect at the Effective Date. So long as the Master
Trust Account is placed with an affiliate of SST, as depository, SST will bear
the fees of the Master Trustee. The SST affiliate with whom such accounts are
placed shall not charge any fee for related services as paying agent or
registrar, or SST shall bear such fees.
9. Other Agreements.
(a) Notwithstanding any provision in the Servicing Agreements to the
contrary, SST shall not be obligated to direct the investment of amounts held in
any account. If such direction is not timely provided by the Seller or Depositor
as provided in the Servicing Agreements or Indentures, as amended, such
investment directions shall be provided by MBIA. MBIA will request in writing
that the Trustee and the Indenture Trustee, as applicable, establish a
subaccount to the Certificate Account or the Collection Account, as applicable,
for each Transaction which sub-account shall be used to manage all funds
collected by SST as Successor Servicer. For administrative convenience the
Trustee and the Indenture Trustee, as applicable, shall be permitted to utilize
separate accounts in lieu of subaccounts.
(b) The authority to effect a "clean up" call with respect to all Trusts
shall be afforded to the Seller or Depositor (or to MBIA, to the extent set
forth in the Servicing Agreements), in each case as provided in the Servicing
Agreements, as amended. To the extent that UAC, UACSC, PSC or MBIA shall
determine to exercise their authority to cause any Trust to dispose of the trust
corpus in accordance with the Servicing Agreements, SST shall be provided prompt
notice of such determination and shall be permitted to bid on the purchase of
the Receivables to
9
be sold and afforded the opportunity to (on not more than one business day's
notice) to commit to exceed the price reflected in any other bid deemed by UAC
to be more favorable (provided that such a topping bid must be on other terms
and conditions that are at least as favorable to the selling trust and UAC as
the otherwise more favorable bid). In addition to the foregoing, UACSC hereby
agrees that, with respect to any Servicing Agreement which is not amended
concurrently with the execution of this Agreement, unless and until Section
16.02 of such Servicing Agreement is amended in a manner consistent with the
amendments contained in the Agreement including Omnibus Amendments attached
hereto as Appendix C, if Seller or Depositor have failed to exercise its
"clean-up call" by the later of (x) the third Payment Date after the Payment
Date on which such option first became exercisable and (y) June 1, 2003, Insurer
may (so long as no Insurer Default has occurred and is continuing) exercise such
option on behalf of the Seller or Depositor and the Servicer may conclusively
rely on any such exercise by the Insurer as having been given by UACSC.
(c) On or before the first Effective Date, UAC shall provide SST with a
limited power of attorney in substantially the form of Appendix H. SST shall
utilize the authorization provided therein solely to carry out its obligations
hereunder or under the Servicing Agreement.
(d) Notwithstanding anything herein to the contrary, should either (x) the
outstanding note or certificate balance in any Trust decline to $1,500,000 or
less or (y) the receivables in any Trust remain outstanding past the latest
final scheduled distribution date or maturity date, as applicable, for such
certificates or notes and no action has been taken, for whatever reason, to
effect a clean-up call and terminate the related Servicing Agreement, SST shall
(x) unless otherwise directed by MBIA, curtail its servicing activities with
respect to the receivables in such trust to (i) providing Servicer reports
limited to statements of cash received and allocations to the applicable
"waterfall", (ii) mailing account statements to Obligors, (iii) acceptance,
remission and reporting of payments received in respect of receivables held by
such Trust; and (iv) receivable custodial services, including release of titles
at payoff or for insurance losses, and (y) if MBIA so directs, designate such
contracts as other than Active Contracts and coordinate the sale of the balances
owed thereunder to a third-party collection agent for a fair market price on
commercially reasonable terms. After such time, notwithstanding Appendix A, SST
shall be entitled to compensation of no more than $2.00 per Active Contract in
such trust per Collection Period and SST shall not be liable for any failure to
otherwise conform to the Servicer Performance Test or to provide other servicing
required under the Servicing Agreements.
(e) UAC shall remain entitled to servicing fees under the Servicing
Agreements for services through the Effective Date, payable on the next Payment
Date in accordance with the Servicing Agreements. UAC shall remain obligated to
pay the fees and reasonable expenses of the Trustees, Indenture Trustees and
Owner Trustee accrued through the Effective Date in accordance with the
Transaction Documents. SST shall promptly reimburse UAC (or pay on UAC's behalf)
accrued servicer expenses for repossessions and similar items for which UAC, as
Servicer, has historically received reimbursement (in the amount of
approximately $500,000, more or less). SST shall be entitled to reimbursement
for such expenses as provided in the Servicing Agreements.
10. Lockbox Account. After a transition period of not more than 120 days
during which it shall utilize a lockbox account at Union Federal Bank of
Indianapolis, SST shall deposit
10
payments from Obligors on the Receivables, as applicable, to its lockbox account
no. 0000000 at Commerce Bank of Kansas City (the "Lockbox Account"). The Lockbox
Account shall be maintained as described in Policy No. 31 of SST's Accounting
Policies and Procedures as provided to MBIA and UAC prior to the first Effective
Date. As soon as practicable but in no event later than five (5) Business Days
following the conversion of the Receivables from UAC's system to SST's system,
SST shall notify Obligors that payments on the Receivables, as applicable,
should be remitted directly into the Lockbox Account.
11. Liability of Successor Servicer; Indemnity.(a) (a) UAC will indemnify
and hold SST harmless from any and all loss, cost, expense, liability or damage
whatsoever, including, but not limited to, costs and reasonable attorneys' fees,
which may arise at any time (including any time after SST is no longer acting
hereunder) directly or indirectly as a result of any act or omission of UAC in
connection with this Agreement except for claims arising from SST's default,
negligence or willful misconduct. UAC will indemnify and hold SST harmless from
any and all loss, cost, expense, liability or damage whatsoever resulting from
(i) any obligation that was required to be performed by UAC, or any prior
servicer or originator, including any affiliate of UAC, or any of their
respective employees, agents, or any party that provided services with respect
to the Receivables (collectively, the "UAC Related Parties") prior to the
applicable Effective Date, and (ii) any claim of a third party based on any
alleged actions or omissions of the UAC Related Parties. Additionally, MBIA
shall indemnify and hold SST harmless from any and all loss, cost, expense,
liability or damage whatsoever, including, but not limited to, costs and
attorneys' fees, which may arise at any time (including any time after SST is no
longer acting hereunder) directly or indirectly as a result of any act or
omission of MBIA in connection with this Agreement, except for claims arising
from SST's default, negligence or willful misconduct. MBIA will, at its expense,
defend any action or proceeding instituted against SST which relates directly or
indirectly to the subject matter of this Agreement and for which SST is entitled
to be indemnified pursuant to this Section 11. Notwithstanding the foregoing,
SST may elect to provide its own defense in any such action with the costs of
such defense to be borne by MBIA. To the extent UAC shall fail to pay indemnity
amounts owed by it hereunder to SST when due, SST shall be entitled to recover
such amounts from the Trusts in the manner provided in Section 9.04 of the
Grantor Trust Servicing Agreements or the Indentures, as amended, as applicable.
(b) SST shall indemnify and hold MBIA, the Trustee, the Indenture Trustee,
UAC, UACSC and PSC and their respective officers, directors, employees,
representatives and agents (each, an "Indemnified Party") harmless from any and
all liability, loss, cost, damage, penalty, fine, forfeiture, legal or
accounting fees, court reporting expenses, expert witness fees, and all other
fees or costs of any kind, judgments or expenses, resulting from or arising out
of a breach of this Agreement or the Servicing Agreements by SST, provided,
however, neither SST nor any employee, officer or director thereof shall be
liable to any Indemnified Party by reason of any act, contract or transaction
performed by SST pursuant to this Agreement or the Servicing Agreements nor
shall they be liable for any loss resulting therefrom or for any profit derived
therefrom, so long as such act, contract or transaction shall, at the time at
which it was entered into, have been reasonable and prudent under the
circumstances and shall have conformed to the provisions of this Agreement and
the Servicing Agreements. Nothing contained in this Section 11; however, shall
validate or authorize any act or shall protect any employee, officer or director
of SST against any liabilities to the Indemnified Parties that arise by reason
of the failure to
11
comply with this Agreement or the Servicing Agreements, willful misfeasance,
dishonesty, negligence or reckless disregard of the duties of SST.
(c) SST shall not incur any liability under any Transaction Document or
Basic Document, as applicable, with respect to (i) any obligation that was
required to be performed by UAC or the UAC Related Parties prior to the
applicable Effective Date or (ii) any claim of a third party based on any
alleged actions or omissions of UAC or the UAC Related Parties.
(d) SST shall have no responsibility and shall not be in default hereunder
nor incur any liability for any failure, error, malfunction or any delay in
carrying out any of its duties under this Agreement if any such failure or delay
results solely from SST acting in accordance with information prepared or
supplied by a Person other than SST or the failure of any such Person to prepare
or provide such information; provided, however, SST shall use its best efforts
to mitigate any delay or failure to perform hereunder. SST shall have no
responsibility, shall not be in default and shall incur no liability for any
failure, error, malfunction or any delay in carrying out any of its duties under
this Agreement arising solely due to (i) any act or failure to act by any third
party, including UAC, the UAC Related Parties, MBIA, the Owner Trustee or the
Indenture Trustee, or for any inaccuracy or omission in a notice or
communication received by SST from any third party relied on in good faith or
(ii) the invalidity, unenforceability of any Receivable with applicable law due
to the act of or failure of a third party or the breach or the inaccuracy of any
representation or warranty made with respect to any Receivable.
12. Reliance by Successor Servicer. Notwithstanding anything contained in
this Agreement or any Servicing Agreement to the contrary, the Successor
Servicer is authorized to accept and rely on all of the accounting, records
(including computer records) and work of UAC or the UAC Related Parties relating
to the Receivables (collectively, the "Predecessor Servicer Work Product")
without any audit or other examination thereof, and SST shall have no duty,
responsibility, obligation or liability for the acts and omissions of UAC or the
UAC Related Parties. If any error, inaccuracy, omission or incorrect or
non-standard practice or procedure (collectively, "Errors") exist in any
Predecessor Servicer Work Product and such Errors make it materially more
difficult to service or should cause or materially contribute to SST making or
continuing any Errors (collectively, "Continued Errors"), SST shall have no
duty, responsibility, obligation or liability for such Continued Errors;
provided, however, that SST agrees to use its best efforts to prevent further
Continued Errors. In the event that SST becomes aware of Errors or Continued
Errors, SST shall, with the prior consent of MBIA, use its best efforts to
reconstruct and reconcile such data as is commercially reasonable to correct
such Errors and Continued Errors and to prevent future Continued Errors. SST
shall be entitled to recover its costs thereby expended from UAC, or to the
extent UAC is unwilling or unable to pay for such costs, from MBIA.
13. Termination.
(a) This Agreement shall terminate upon the earliest of (i) the termination
of all of the Servicing Agreements, and (ii) with respect to any Transaction the
effective date of termination of SST as Successor Servicer for such Transaction
pursuant to clause (b) of this Section. No termination of this Agreement shall
relieve the parties of their respective obligations incurred hereunder or under
the Servicing Agreements prior to the effective date of such termination or
12
which survive such termination. Notwithstanding the foregoing, the obligations
of SST, UAC and MBIA shall survive termination of this Agreement and any of the
Transaction Documents and the earlier resignation or removal of the Trustee
and/or the Indenture Trustee, as the case may be.
(b) By written notice to the parties hereto and the Trustee and the
Indenture Trustee, as the case may be, MBIA (or, with the consent of MBIA, UAC)
may terminate SST as Successor Servicer with respect to any Transaction upon the
occurrence of any of the following (each, a "Servicer Breach") (i) a breach by
SST of any of its covenants or agreements contained herein; (ii) any of the
events listed in Section 14.01 of the Servicing Agreements; provided, however,
that SST shall not be subject to any (x) event of default pursuant to Section
14.01 of the Servicing Agreements, or (y) any trigger event identified in
Section 6.01(a) of the Insurance Agreements, if any such event under (x) or (y)
was committed by any party other than SST; and (iii) upon the failure of the
Servicer Performance Test (as described below) by SST with respect to any
Transaction; provided, however, that with respect to this Section 13, any
reference to "Servicer" shall be deemed to refer to SST as Successor Servicer
and any reference to the "Agreement" or "hereunder" shall be deemed to refer to
this Agreement and each Servicing Agreement. "Servicer Performance Test" shall
be failed, with respect to any Collection Period or Settlement Period, as
applicable, in the event that SST has breached a Performance Standard as
specified in Appendix E hereto.
Termination pursuant to clause (b) above with respect to a Transaction
shall be effective on the date specified in the notice of termination.
(c) SST agrees to cooperate with MBIA and any other successor servicer
under the Servicing Agreements in effecting the termination of this Agreement
and the responsibilities and rights of SST hereunder, including, without
limitation, the transfer to the successor servicer under the Servicing
Agreements of all amounts (cash or otherwise) that shall at the time be held by
SST for deposit, or have been deposited by SST, in the Lockbox Account or the
Collection Account or thereafter received with respect to any of the
Receivables, and prior to transfer thereof, any such amounts shall be held in
trust by SST on behalf of the Trustee and Indenture Trustee, for the benefit of
MBIA, the Certificateholders and the Noteholders, as applicable. SST shall, at
its own expense (only if terminated pursuant to Section 13(b) above, transfer
its records (electronic and otherwise) or otherwise at the expense of MBIA or a
party other than SST) relating to the Receivables to the successor servicer
under the Servicing Agreements in such form as such successor servicer may
reasonably request and shall transfer the related files and all other records,
correspondence and documents relating to the Receivables that it may possess to
the successor servicer under the Servicing Agreements in the manner and at such
times as such successor servicer shall reasonably request.
(d) Following written notice from MBIA to SST (with a copy to the Trustee
and the Indenture Trustee), this Agreement shall terminate with respect to each
Trust (as defined in each related Servicing Agreement) upon the payment in full
of the Notes or the Certificates, as applicable, issued by such Trust and
guaranteed by MBIA.
14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
13
(WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES WHICH WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).
15. Consent to Jurisdiction. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT
TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED IN THE CITY
AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION,
SUIT OR PROCEEDING BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE THAT A
FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.
16. Trial by Jury Waived. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY
HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THIS
WAIVER.
17. Counterparts; Amendments. This Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and all of which counterparts shall constitute but one and the same
instrument. This Agreement may be amended from time to time only by a written
amendment duly executed and delivered by the parties hereto.
18. No Assignment; Use of Subcontractors. This Agreement may not be
assigned by the Successor Servicer without the prior written consent of MBIA and
UAC and prior written notice to the Trustee, Owner Trustee and Indenture
Trustee. SST may not subcontract the performance of the Services to Persons (as
defined in the Servicing Agreements) other than its
14
affiliates without MBIA's prior written consent, which consent MBIA may withhold
in its sole discretion. An affiliate with whom SST so subcontracts shall not
become the Successor Servicer hereunder and SST shall remain liable for the
obligations of the Successor Servicer pursuant to the terms hereof. All amounts
collected by SST's affiliates shall be deemed collected by SST.
19. Notices. All demands, notices and communication under this Agreement or
the Servicing Agreements shall be given in the manner required by the Servicing
Agreements and, in the case of SST, at the following address: Systems & Services
Technologies, Inc., 0000 Xxxxxxx Xxxx, Xx. Xxxxxx, Xxxxxxxx 00000, Attention:
Xxxx X. Xxxxxxxx and Xxxxxx X. Xxxx, Telephone: (000) 000-0000, Facsimile: (816)
671-2029, or at such other address as shall be designated by SST in writing; and
in the case of UAC, Union Acceptance Corporation, 000 Xxxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx, 00000, Attention: President, Telephone: (000) 000-0000,
Facsimile: (000) 000-0000, or at such other address as shall be designated by
UAC in writing.
20. Severability. In the event that any provision of this Agreement shall
be held invalid or unenforceable by any court of competent jurisdiction, the
parties hereto agree that such holding shall not invalidate or render
unenforceable any other provisions hereof.
21. Nonpetition. None of the parties hereto shall file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding under any federal or state bankruptcy or
similar law against the Trusts (as defined in the Servicing Agreements), PSC or
UACSC.
22. Third Party Beneficiary. The parties hereto acknowledge and agree that
each of the Trustee, the Master Trustee and the Indenture Trustee shall be an
intended third party beneficiary to this Agreement and the transactions
contemplated hereby.
23. Creditor Representative. Any consent, approval or other determination
under this Agreement which contemplates participation by UAC (or a subsidiary
thereof) shall apply with equal force to, and also shall require the consent,
approval and determination, as applicable, of the Creditor Representative. Any
requirement to provide reports, access to records and/or notice to UAC (or a
subsidiary thereof) shall also be imposed as to the Creditor Representative.
This Agreement may not be amended, supplemented, waived or otherwise
modified except by a written agreement executed by the parties hereto and the
Creditor Representative.
"Creditor Representative" shall mean initially, the Official Committee of
Unsecured Creditors (the "Committee") appointed in connection with the Chapter
11 proceeding in the United States Bankruptcy Court, Southern District of
Indiana, Indianapolis Division, Case No. 02-19231-BHL-11 (the "Proceeding") or
any successor thereto (including, without limitation, any plan Committee
provided for in, or contemplated by, any plan of reorganization approved by the
Bankruptcy Court in the Proceeding) or, in the absence of any successor, one or
more of the unsecured creditors authorized to act on behalf of any such
committee. No change in the identity of the Creditor Representative shall be
effective unless and until the most recent Creditor Representative shall have
notified each of the parties hereto in writing of such change.
Copies of all notices, reports or other correspondence sent to any party
hereto pursuant to this Agreement shall also be sent to the Creditor
Representative x/x Xxxxx X. Xxxxxxxx, Xxx.,
00
Xxxxxxx XxXxxxxxx LLP, 0000 00xx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, or
to such other address as the Creditor Representative may designate from time to
time in a written notice to each of the parties hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date
first set forth above.
SYSTEMS & SERVICES TECHNOLOGIES, INC.,
as Successor Servicer
By: /s/ Xxxx Xxxxxxxx
----------------------------------------------
Name: Xxxx Xxxxxxxx
Title: President
MBIA INSURANCE CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Director
UNION ACCEPTANCE CORPORATION
By: /s/ Xxx Xxxxx
----------------------------------------------
Name: Xxx Xxxxx
Title: President & CEO
UAC SECURITIZATION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
PERFORMANCE SECURITIZATION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
CREDITOR REPRESENTATIVE
By: Official Committee of the Unsecured Creditors
of Union Acceptance Corporation
By: Xxxxxxx XxXxxxxxx LLP
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Xxxxx X. Xxxxxxxx
APPOINTMENT AND CONSENT
Grantor Trusts:
The undersigned hereby acknowledges and consents to the terms of this Servicing
Transfer Agreement and, subject to and upon the Effective Date with respect to
each Grantor Trust Transaction and PSC Transaction, respectively, hereby
appoints SST as Successor Servicer with respect to such Transaction.
BNY Midwest Trust Company,
not individually, but solely as Trustee under
each of the Grantor Trust Servicing Agreements and
the PSC Servicing Agreement
By: /s/ Xxxxx Xxxxxx
----------------------
Xxxxx Xxxxxx
Its: Assistant Treasurer
Owner Trusts:
The undersigned hereby acknowledges and consents to the terms of this Servicing
Transfer Agreement and, subject to and upon the Effective Date with respect to
each Owner Trust Transaction and CIBC Transaction, respectively, hereby appoints
SST as Successor Servicer with respect to such Transaction.
BNY Midwest Trust Company The Bank of New York
Not individually, but solely as Not individually, but solely as
Indenture Trustee under each of Indenture Trustee under the
the Owner Trust Servicing Agreements UACSC 2000-B Servicing Agreement
(other than UACSC 2000-B and the
CIBC Servicing Agreement
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxxxx X. Xxxxx
--------------------------------- -------------------------------
Xxxxx Xxxxxx Xxxxxxxxx X. Xxxxx
Its: Assistant Treasurer Its: Assistant Vice President
17
Accepted and Consent Given:
Wachovia Trust Company,
National Association
not individually, but solely as Owner
Trustee under each of the Owner Trust
Servicing Agreements and the
CIBC Servicing Agreement
By: /s/ Xxx X. Xxxxxx
---------------------------------
Xxx X. Xxxxxx
Its: Assistant Vice President
Consent Given:
Canadian Imperial Bank of Commerce
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
Its: Authorized Signatory
