EXHIBIT 10
PURCHASE AGREEMENT
This PURCHASE AGREEMENT is made as of this 1st day of _______, 199__,
by and among UAC SECURITIZATION CORPORATION, a Delaware corporation (the
"Purchaser"), UNION ACCEPTANCE FUNDING CORPORATION, a Delaware corporation (the
"Seller") and UNION ACCEPTANCE CORPORATION, an Indiana corporation ("UAC").
WHEREAS, the Purchaser desires to purchase certain Receivables from the
Seller and the Seller desires to sell such Receivables to the Purchaser.
WHEREAS, the Seller purchased Receivables from UAC, and UAC has certain
obligations related to the representations and warranties made to the Seller in
conjunction with such sales. UAC services the Receivables on behalf of UAFC and
expects to service the Receivables on behalf of the UACSC 1998-__ Auto Trust and
to receive the benefits of acting as servicer in such capacities.
NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall, unless the
context otherwise requires, have the following meanings (such meanings to be
equally applicable to the singular and plural forms of the terms defined):
"Agreement" means this Purchase Agreement and all amendments hereof and
supplements hereto.
"Assignment" means the document of assignment attached to this
Agreement as Annex A.
"Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in Chicago, Illinois or New York, New York (or, if
the Servicer has previously provided notice to the Trustee that such day is not
a Business Day, Little Rock, Arkansas or Indianapolis, Indiana) shall be
authorized or obligated by law, executive order or governmental decree to be
closed.
"Closing Date" means the date specified as such in Article II of the
Pooling and Servicing Agreement.
"Cutoff Date" means the date specified as such in the Pooling and
Servicing Agreement.
-1-
"Dealer" means the seller of a Financed Vehicle, who originated and
assigned the related Receivable to UAC, its subsidiary or the Predecessor under
an existing agreement with UAC, its subsidiary or the Predecessor or who
arranged for a loan from UAC or the Predecessor to the purchaser of a Financed
Vehicle under an existing agreement with UAC or the Predecessor.
"Distribution Date" means, for each Collection Period, the third
Business Day after the 5th day of the following month.
"Financed Vehicle" means a new or used automobile, light truck or van,
together with all accessions thereto, securing an Obligor's indebtedness under
the respective Receivable.
"Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics' liens, and any liens
which attach to the respective Receivable by operation of law.
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Depositor, which counsel shall be acceptable to the Purchaser and
the Trustee.
"Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement by and between the Purchaser as Depositor and Servicer and Xxxxxx
Trust and Savings Bank as Trustee dated as of _______, 199__, providing for the
issuance of Automobile Receivable Pass-Through Certificates.
"Precomputed Receivable" means any Receivable under which the portion
of a payment allocable to earned interest (which may be referred to in the
related contract as an add-on finance charge) and the portion allocable to the
Amount Financed is determined according to the sum of periodic balances, the sum
of monthly balances, the rule of 78's or any equivalent method.
"Predecessor" means Union Federal Savings Bank of Indianapolis, a
federally chartered savings bank.
"Purchase Amount" of any Receivable, as of the close of business on the
last day of any Collection Period, means the amount equal to the sum of the
Principal Balance of such Receivable plus any unpaid interest accrued and due
during or prior to such Collection Period on such Receivable.
"Receivable" means any simple or precomputed interest installment sales
contract or installment loan and security agreement which shall appear on
Schedule A to this Agreement.
-3-
"Receivable Files" means the following documents or instruments with
respect to each Receivable:
(i) The original of the Receivable.
(ii) The original credit application fully executed by the
Obligor.
(iii) The original certificate of title or such documents
that the Seller or UAC shall keep on file, in
accordance with its customary procedures, evidencing
the security interest of the Seller in the Financed
Vehicle.
(iv) Any and all other documents that the Seller shall
keep on file, in accordance with its customary
procedures, relating to a Receivable, an Obligor, or
a Financed Vehicle.
"Servicer" means initially the UAC and thereafter any Person appointed
as the successor Servicer as provided in Section 14.02 of the Pooling and
Servicing Agreement.
"Trust" means the trust created by the Pooling and Servicing Agreement.
"Trustee" means Xxxxxx Trust and Savings Bank, a banking corporation
organized under the laws of the State of Illinois and its successors or any
corporation resulting from or surviving any merger or consolidation to which it
or its successors may be a party or any successor trustee at the time serving as
successor trustee hereunder.
"UCC" means the Uniform Commercial Code as in effect in the respective
jurisdiction.
Capitalized terms used herein but not defined herein have the meanings
assigned to them in the Pooling and Servicing Agreement.
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
Section 2.01 Purchase and Sale of Receivables.
(a) Purchase and Sale of Receivables. Simultaneously with the
transactions occurring on the Closing Date pursuant to the Pooling and Servicing
Agreement, the Seller shall sell, transfer, assign and otherwise convey to the
Purchaser, without recourse;
(i) all right, title, and interest of the Seller in and
to the Receivables listed in Schedule A hereto;
-4-
(ii) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables;
(iii) any Liquidation Proceeds and any proceeds from claims
or refunds of premiums on any physical damage,
lender's single interest, credit life, disability and
hospitalization insurance policies covering Financed
Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from
recourse to Dealers relating to the Receivables;
(v) all documents contained in the Receivable Files;
(vi) all monies paid thereon, and all monies due thereon,
including Accrued Interest after the Cutoff Date (but
excluding interest paid prior to the Closing Date),
with respect to the Receivables held by the Servicer;
and
(vii) all proceeds of the foregoing.
The Seller does not convey to the Purchaser any interest in any
contracts with Dealers related to any "dealer reserve" or any rights to the
recapture of any dealer reserve.
(b) Receivables Purchase Price. In consideration for the Receivables,
the Purchaser shall on the Closing Date pay to the Seller the purchase price for
such Receivables, equal to the Principal Balance of such Receivables at the
Cutoff Date in the amount of $______________.
Section 2.02 Closing the Purchase and Sale.
(a) The Closing. The closing of the sale of Receivables (the "Closing")
shall take place at the offices of Xxxxxx & Xxxxxxxxx, 00 Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000, on the Closing Date, simultaneously with the
closing under the Pooling and Servicing Agreement.
(b) Documents to be Delivered at the Closing.
(i) The Assignment. On or prior to the Closing, the Seller will
execute and deliver the Assignment. The Assignment shall be in substantially the
form of Annex A hereto.
(ii) Evidence of UCC Filing. The Seller shall record and file, at
its own expense, one or more financing statements with respect to the
Receivables in such manner and in such places as required by law fully to
preserve, maintain and protect the interest of the Purchaser in the Receivables
and other property conveyed to the Purchaser hereunder, and shall deliver a
file-stamped copy of such financing statements or other evidence of such filings
to the Purchaser on or prior to the Closing Date.
-5-
(iii) Schedule of Receivables. The Seller shall at its own
expense, on or prior to the Closing Date, indicate in its computer files those
Receivables that have been sold or otherwise conveyed to the Purchaser pursuant
to this Agreement and deliver to the Purchaser (or to the Trustee on the
Purchaser's behalf) a computer file, hard copy or microfiche list containing a
true and complete list of all such Receivables.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties Regarding the Seller. The
Seller hereby represents and warrants to the Purchaser as of the date hereof and
as of the Closing Date;
(a) Organization and Good Standing. The Seller has been duly
incorporated and is validly existing as a corporation and in good standing under
the laws of the State of Delaware, and has full corporate power, authority and
legal right to execute and deliver this Agreement and to perform the terms and
provisions hereof.
(b) Due Authorization. The execution, delivery and performance of this
Agreement by the Seller has been duly authorized by all necessary corporate
action, does not require any approval or consent of any governmental agency or
authority, does not and will not violate or result in a breach which would
constitute a material default under, any agreement for borrowed money binding
upon or applicable to it or such to its property which is material to it or its
subsidiaries (whether or not consolidated) taken as a whole, or to the best of
the Seller's knowledge, any law or governmental regulation or court decree
applicable to it or such material property, and this Agreement is the valid,
binding and enforceable obligation of the Seller except as the same may be
limited by insolvency, bankruptcy or other similar laws of general application
affecting the enforcement of creditors' rights or general equity principles.
(c) Accuracy of Information. All information heretofore furnished by
the Seller in writing to the Purchaser for purposes of or in connection with
this Agreement or any transaction contemplated hereby is true and accurate in
every material respect or based on reasonable estimates on the date as of which
such information is stated or certified.
(d) No Proceedings. There are no proceedings or investigations pending,
or, to the best knowledge of the Seller, threatened against the Seller before
any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality seeking any determination or ruling that, in the
reasonable judgment of the Seller, would have a material adverse effect on the
performance by the Seller of its obligations under this Agreement.
Section 3.02 Representations and Warranties Regarding UAC. UAC hereby
represents and warrants to the Purchaser as of the date hereof and as of the
Closing Date;
-6-
(a) Organization and Good Standing. UAC has been duly incorporated and
is validly existing as a corporation under the laws of the State of Indiana and
has full corporate power, authority and legal right to execute and deliver this
Agreement and to perform the terms and provisions hereof.
(b) Due Authorization. The execution, delivery and performance of this
Agreement by UAC has been duly authorized by all necessary corporate action,
does not require any approval or consent of any governmental agency or
authority, does not and will not violate or result in a breach which would
constitute a material default under, any agreement for borrowed money binding
upon or applicable to it or such to its property which is material to it or its
subsidiaries (whether or not consolidated) taken as a whole, or to the best of
UAC's knowledge, any law or governmental regulation or court decree applicable
to it or such material property, and this Agreement is the valid, binding and
enforceable obligation of UAC except as the same may be limited by insolvency,
bankruptcy or other similar laws of general application affecting the
enforcement of creditors' rights or general equity principles.
(c) Accuracy of Information. All information heretofore furnished by
UAC in writing to the Purchaser for purposes of or in connection with this
Agreement or any transaction contemplated hereby is true and accurate in every
material respect or based on reasonable estimates on the date as of which such
information is stated or certified.
(d) No Proceedings. There are no proceedings or investigations pending,
or, to the best knowledge of UAC, threatened against UAC before any court,
regulatory body, administrative agency or other tribunal or governmental
instrumentality seeking any determination or ruling that, in the reasonable
judgment of UAC, would have a material adverse effect on the performance by UAC
of its obligations under this Agreement.
Section 3.03 Representations and Warranties Regarding the Receivables.
The Seller and UAC make the following representations and warranties as to the
Receivables on which the Purchaser relies in purchasing the Receivables. Such
representations and warranties speak as of the execution and delivery of the
Agreement, but shall survive the sale, transfer, and assignment of the
Receivables by the Seller to the Purchaser hereunder and by the Purchaser to the
Trustee under the Pooling and Servicing Agreement.
(a) Characteristics of Receivables. Each Receivable (1) shall have been
either (A) originated in the United States of America by a Dealer for the retail
sale of a Financed Vehicle in the ordinary course of such Dealer's business,
shall have been purchased by UAC, its subsidiary or the Predecessor from such
Dealer and shall have been validly assigned by such Dealer to UAC (or to such
subsidiary or the Predecessor and by such subsidiary or the Predecessor to UAC)
in accordance with its terms and by UAC to the Seller and, pursuant to this
Agreement, by the Seller to the Purchaser or (B) shall have been originated in
the United States of America by UAC (or originated by the Predecessor and
validly sold and assigned by the Predecessor to UAC) and in either case, validly
sold and assigned by UAC to the Seller, and, pursuant to this Agreement, by the
Seller to the Purchaser
-7-
(2) shall have been fully and properly executed by the parties thereto, (3)
shall have created or shall create a valid, subsisting, and enforceable first
priority perfected security interest in favor of UAC, its subsidiary, the
Predecessor or the Seller in the Financed Vehicle, which security interest shall
be assignable and shall have been validly assigned by the Seller to the
Purchaser, (4) shall contain customary and enforceable provisions such that the
rights and remedies of the holder thereof shall be adequate for realization
against the collateral of the benefits of the security, and (5) shall bear a
fixed rate of interest.
(b) Schedule of Receivables. The information set forth in Schedule A to
the Agreement shall be true and correct in all material respects as of the
closing of business on the Cutoff Date, and no selection procedures believed to
be adverse to the Certificateholders shall have been utilized in selecting the
Receivables.
(c) Compliance with Law. Each Receivable and each sale of the related
Financed Vehicle shall have complied at the time it was originated or made and
at the execution of the Agreement shall comply in all material respects with all
requirements of applicable federal, State, and local laws, and regulations
thereunder, including, without limitation, usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing
Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the Xxxxxxxx-Xxxx Warranty Act, the Federal
Reserve Board's Regulations B and Z, and State adaptations of the National
Consumer Act and of the Uniform Consumer Credit Code, and other applicable
consumer credit laws and equal credit opportunity and disclosure laws.
(d) Binding Obligation. Each Receivable shall represent the genuine,
legal, valid, and binding payment obligation in writing of the Obligor,
enforceable by the holder thereof in accordance with its terms.
(e) No Government Obligor. None of the Receivables shall be due from
the United States of America or any State or from any agency, department, or
instrumentality of the United States of America, any State or any local
government.
(f) Security Interest in Financed Vehicle. Immediately prior to the
sale, assignment, and transfer thereof, each Receivable shall be secured by a
validly perfected first priority security interest in the Financed Vehicle in
favor of UAC, the Predecessor or the Seller as secured party or all necessary
and appropriate actions with respect to such Receivable shall have been taken to
perfect a first priority security interest in the Financed Vehicle in favor of
UAC, the Predecessor or the Seller as secured party.
(g) Receivables in Force. No Receivable shall have been satisfied,
subordinated, or rescinded, nor shall any Financed Vehicle have been released
from the lien granted by the related Receivable in whole or in part.
(h) No Waiver. No provision of a Receivable shall have been waived.
-8-
(i) No Defenses. No right of rescission, setoff, counterclaim, or
defense shall have been asserted or threatened with respect to any Receivable.
(j) No Liens. No liens or claims shall have been filed, including liens
for work, labor, or materials relating to a Financed Vehicle that shall be liens
prior to, or equal or coordinate with, the security interest in the Financed
Vehicle granted by the Receivable.
(k) No Default. Except for payment defaults continuing for a period of
not more than 30 days as of the Cutoff Date, no default, breach, violation, or
event permitting acceleration under the terms of any Receivable shall have
occurred; and no continuing condition that with notice or the lapse of time
would constitute a default, breach, violation, or event permitting acceleration
under the terms of any Receivable shall have arisen; and neither UAC, the Seller
nor the Predecessor shall have waived any of the foregoing.
(l) Insurance. Each Obligor has agreed to obtain physical damage
insurance covering the Financed Vehicle.
(m) Title. It is the intention of the Seller that the transfer and
assignment herein contemplated, taken as a whole, constitute a sale of the
Receivables from the Seller to the Purchaser and that the beneficial interest in
and title to the Receivables not be part of the receivership estate in the event
of the appointment of a receiver for the Seller. No Receivable has been sold,
transferred, assigned, or pledged by the Seller to any Person other than the
Purchaser, except for pledges as shall have been duly and fully released.
Immediately prior to the transfer and assignment herein contemplated, the Seller
had good and marketable title to each Receivable free and clear of all liens,
and, immediately upon the transfer thereof, the Purchaser shall have good and
marketable title to each Receivable, free and clear of all liens and rights of
others and the transfer and assignment herein contemplated has been perfected
under the UCC.
(n) Lawful Assignment. No Receivable shall have been originated in, or
shall be subject to the laws of, any jurisdiction under which the sale,
transfer, and assignment of such Receivable under the Agreement or transfers of
the Certificates would be unlawful, void, or voidable.
(o) All Filings Made. All filings (including, without limitation, UCC
filings) necessary in any jurisdiction to give the Purchaser a first priority
perfected security interest in the Receivables shall have been made.
(p) One Original. There shall be only one original executed copy of
each Receivable.
(q) Original Number of Scheduled Payments. Each Receivable shall have
not less than 12 nor greater than 84 monthly payments scheduled at origination.
(r) Remaining Maturity of Receivables. Each Receivable shall have a
remaining maturity of not more than 84 months.
-9-
(s) Minimum Note Rate. Each Receivable shall have a contract rate of
interest (exclusive of prepaid finance charges) equal to or greater than ____%
and less than or equal to _____%.
(t) Scheduled Payments. Each Receivable shall be not more than 30 days
overdue as of the Cutoff Date.
(u) Interest Method. Each Receivable shall provide for accrual of
interest according to the simple interest method or shall be a Precomputed
Receivable and shall provide for monthly payments of principal and interest that
fully amortize the Amount Financed by maturity and for a finance charge or yield
interest at its Note Rate. The Principal Balance of Precomputed Receivables (on
an actuarial basis) as of the Cutoff Date represents approximately ____% of the
Original Pool Balance.
(v) Latest First Payment Date. No Receivable shall have had a first
payment due after ---------------.
(w) Location of Receivable Files. The Receivable Files shall be kept at
one or more of the locations listed in Annex B hereto.
(x) Composition of Receivables. Each and every Receivable listed on
Schedule A hereto shall arise from loans originated only on automobiles, light
trucks, vans or van conversions, at least _____% of which (securing at least
____% of the Receivables by principal balance) are new vehicles.
(y) Marking Records. By the Closing Date, the Seller and UAC will have
caused the portions of the electronic ledger or similar computer records
relating to the Receivables conveyed to the Purchaser hereunder to be clearly
and unambiguously marked to show that such Receivables constitute property of
the Purchaser and/or have been conveyed by Purchaser to the Trust and constitute
part of the Trust in accordance with the terms of the Trust created under the
Pooling and Servicing Agreement.
(z) Precomputed Receivables. Each Precomputed Receivable shall provide
for, in the event that such a Receivable is prepaid, a prepayment that fully
pays the Principal Balance and includes accrued but unpaid interest in an amount
calculated using an interest rate at least equal to its Note Rate.
Section 3.04 Repurchase Upon Breach. The Purchaser, UAC or the Seller,
as the case may be, shall inform the other parties promptly, in writing, upon
the discovery of any breach of the representations and warranties under Section
3.03. Unless the breach shall have been cured by the second Record Date under
Section 3.03 (as described in the Pooling and Servicing Agreement), following
the discovery, UAC shall repurchase from the Purchaser any Receivable materially
and adversely affected by the breach as of such Record Date (or, at UAC's
option, the first Record Date following the discovery). In consideration of the
purchase of the Receivable, UAC shall remit the Purchase Amount to or for the
account of the Purchaser. The sole remedy of the Purchaser shall be
-10-
to require UAC to repurchase Receivables pursuant to this Section 3.04. UAC
hereby consents to the assignment by the Purchaser of its rights under this
Section 3.04 to the Trust in the Pooling and Servicing Agreement and, in the
event of such assignment, agrees to remit the Purchase Amount in respect of any
repurchased Receivable directly to the Trust Certificate Account as provided for
in the Pooling and Servicing Agreement. Seller acknowledges that the Trust and
the Surety Bond Issuer shall be third party beneficiaries in respect of the
rights and benefits arising hereunder that are so assigned by Purchaser.
Moreover, the Seller and UAC each hereby authorizes the Purchaser and its
assignee on behalf of Seller or UAC, respectively, to execute and deliver
certificates of title for any Financed Vehicle securing a Receivable naming
Seller or UAC as secured party, and such other documents or certificates as may
be necessary in connection therewith, in order to identify the Purchaser or its
assignee, as appropriate, as the secured party with respect to such Financed
Vehicle.
ARTICLE IV
CONDITIONS PRECEDENT TO CLOSING
The obligation of the Purchaser to purchase Receivables on the Closing
Date is subject to the satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Seller or UAC hereunder shall be true and correct on the
Closing Date with the same effect as if then made.
(b) Documents, Other Obligations. The Seller shall have delivered the
documents and performed all other obligations to be performed by it hereunder.
ARTICLE V
ADDITIONAL AGREEMENTS
The Seller agrees with the Purchaser as follows:
Section 5.01 Conflicts with Pooling and Servicing Agreement. To the
extent that any provision of Sections 5.02 through 5.05 of this Agreement
conflicts with any provision of the Pooling and Servicing Agreement, the Pooling
and Servicing Agreement shall govern.
Section 5.02 Protection of Right, Title and Interest.
(a) The Seller shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain, and
protect the interest of the Purchaser and/or the Certificateholders and the
Trustee under the Pooling and Servicing Agreement in the Receivables and in the
proceeds thereof. The Seller shall deliver (or cause to be delivered) to the
Purchaser and/or the Trustee file- stamped copies of, or filing receipts for,
any document filed as provided above, as soon as available following such
filing.
(b) The Seller shall not change its name, identity, or corporate
structure in any manner that would, could, or might make any financing statement
or continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of 9-402(7) of the UCC, unless it
shall have given the Purchaser at least 60 days' prior written notice thereof.
(c) The Seller shall give the Purchaser at least 60 days' prior written
notice of any relocation of its principal executive office if, as a result of
such relocation, the applicable provisions of the UCC would require the filing
of any amendment of any previously filed financing or continuation statement or
of any new financing statement (in which case the Servicer shall file or cause
to be filed such amendment or continuation statement or new financing
statement).
(d) The Seller shall cause its computer systems to be maintained so
that, from and after the time of sale under this Agreement of the Receivables to
be maintained such that the master computer records (including any back-up
archives) that refer to a Receivable shall indicate clearly that such Receivable
is owned by the Purchaser or Trustee. Indication of the Trustee's ownership of a
Receivable shall be deleted from or modified on the Servicer's computer systems
when, and only when, the Receivable shall have been paid in full or repurchased.
(e) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold and is owned by the Purchaser or the Trustee.
(f) The Seller shall permit the Purchaser and its agents at any time
during normal business hours to inspect, audit, and make copies of and abstracts
from the Seller's records regarding any Receivable.
Section 5.03 Security Interests. The Seller shall defend the right,
title and interest of the Purchaser in, to and under the Receivables, against
all claims of third parties claiming through or under the Seller.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Obligations of the Seller. The obligations of the Seller
to the Purchaser under this Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.
-11-
Section 6.02 Amendment. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the parties hereto.
Section 6.03 Termination. This Agreement shall terminate upon the
termination of the Trust pursuant to the Pooling and Servicing Agreement.
Section 6.04 Waivers. No failure or delay on the part of the Purchaser
in exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other or further exercise thereof
or the exercise of any other power, right or remedy.
Section 6.05 Notices. All communications and notices pursuant hereto to
either party shall be in writing or by telegraph or telex and addressed or
delivered to it at its address (or in case of telex, at its telex number at such
address) shown below or at such other address as may be designated by it by
notice to the other party and, if mailed or sent by telegraph or telex, shall be
deemed given when mailed, communicated to the telegraph office or transmitted by
telex. Such notice shall be sent to (a) in the case of the Seller, Union
Acceptance Funding Corporation, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000X,
Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: Xxxxxx X. Xxxx (b) in the case of UAC,
Union Acceptance Corporation, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx
00000, Attention: Xxxx X. Xxxxxxxxxx and (c) in the case of the Purchaser, UAC
Securitization Corporation, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000X,
Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxx, or at such other
address as shall be designated by Purchaser in a written notice to Seller.
Section 6.06 Headings and Cross-references. The various headings in
this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in this
Agreement to Section names or numbers are to such sections of this Agreement
unless otherwise specified.
Section 6.07 Governing Law. This Agreement and the Assignment shall be
governed by and construed in accordance with the internal laws of the State of
Indiana, without reference to its conflict of laws provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 6.08 Nonpetition covenant. Seller shall not, prior to the date
which is one year and one day after the termination of this Agreement,
acquiesce, petition or otherwise invoke or cause the Trust or the Depositor to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Trust or the Depositor under any
Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Trust or the Depositor or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Trust or the
Depositor.
[Next page is signature page]
-12-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
UNION ACCEPTANCE FUNDING
CORPORATION, Seller
By:
Its: President
UAC SECURITIZATION CORPORATION,
Purchaser
By:
Its: Vice President
UNION ACCEPTANCE CORPORATION,
UAC
By:
Its: Vice President
-13-
ANNEX A
Assignment
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency are
hereby acknowledged, Union Acceptance Funding Corporation, a Delaware
corporation (the "Seller") does hereby sell, transfer, assign and otherwise
convey to UAC Securitization Corporation, a Delaware corporation (the
"Purchaser"), without recourse:
(i) all right, title, and interest of the Seller in and
to the Receivables listed in Schedule A hereto;
(ii) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables;
(iii) any Liquidation Proceeds and any proceeds from claims
or refunds of premiums on any physical damage,
lender's single interest, credit life, disability and
hospitalization insurance policies covering Financed
Vehicles or Obligors;
(iv) the interest of the Seller in any proceeds from
recourse to Dealers relating to the Receivables;
(v) all documents contained in the Receivable Files;
(vi) all monies paid thereon, and all monies due thereon,
including Accrued Interest after the Cutoff Date,
(but excluding interest paid or due prior to the
Closing Date) with respect to the Receivables held by
the Servicer; and
(vii) all proceeds of the foregoing.
The Seller does not convey to the Purchaser any interest in any
contracts with Dealers related to any "dealer reserve" or any rights to the
recapture of any dealer reserve.
Capitalized terms used but not defined in this Assignment have the
meanings assigned to them in the Purchase Agreement dated as of _____________
between the Purchaser and the Seller.
[signature page follows]
-14-
IN WITNESS WHEREOF, the undersigned has executed this Assignment as of
the 1st day of __________, 199__.
UNION ACCEPTANCE FUNDING
CORPORATION, Seller
By:
Name:
Title:
-15-
ANNEX B
Location of Receivables Files
Union Acceptance Corporation
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Union Acceptance Funding Corporation
0000 Xxxxxx Xxxxx Xxxx, Xxxxx 0000-X
Xxxxxx Xxxxxxx, Xxxxxxx 00000
-16-
SCHEDULE A
List of Receivables
The Receivables consisting of motor vehicle retail installment sale contracts
originated and booked on or before _________________, aggregating
$______________ in remaining principal amount as of the Cutoff Date are listed
on the attached pages.
-17-
