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 Harris 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


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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 Harris 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 1999-C Indenture,  the 1999-D
Indenture, the 2000-A Indenture, the 2000-B Indenture, the 2000-D Indenture, the
2001-A  Indenture,  the 2001-C Indenture and the 2002-A  Indenture,  as the same
have been or may  hereafter  be amended,  restated,  supplemented


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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


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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

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<PAGE>

          (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 Appendix  D-1,  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 Appendix D-2 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.

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<PAGE>

     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.

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<PAGE>

     (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);

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<PAGE>

          (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
<PAGE>

(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
<PAGE>

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
<PAGE>

payments from Obligors on the Receivables, as applicable, to its lockbox account
no. 2806462 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
<PAGE>

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
<PAGE>

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
<PAGE>

(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
<PAGE>

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., 4315 Pickett Road, St. Joseph,  Missouri 64503,  Attention:
John J. Chappell and Joseph D. Booz, Telephone: (816) 671-2022, 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,  250 North Shadeland  Avenue,
Indianapolis,  Indiana, 46219, Attention:  President, Telephone: (317) 231-1079,
Facsimile:  (317)  231-7926,  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  c/o Peter D. Schellie,  Esq.,


                                       15
<PAGE>

Bingham McCutchen LLP, 1120 20th Street, NW, Suite 800, Washington, DC 20036, 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.

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                                       16
<PAGE>


     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/ John Chappell
                                  ----------------------------------------------
                               Name:   John Chappell
                               Title:  President

                               MBIA INSURANCE CORPORATION

                               By: /s/ Rosemary Kelley
                                  ----------------------------------------------
                               Name:   Rosemary Kelley
                               Title:  Director

                               UNION ACCEPTANCE CORPORATION

                               By: /s/ Lee Ervin
                                  ----------------------------------------------
                               Name:   Lee Ervin
                               Title:  President & CEO

                               UAC SECURITIZATION CORPORATION

                               By: /s/ Leeanne W. Graziani
                                  ----------------------------------------------
                               Name:   Leeanne W. Graziani
                               Title:  President

                               PERFORMANCE SECURITIZATION CORPORATION

                               By: /s/ Leeanne W. Graziani
                                  ----------------------------------------------
                               Name:   Leeanne W. Graziani
                               Title:  President

                               CREDITOR REPRESENTATIVE
                               By: Official Committee of the Unsecured Creditors
                                   of Union Acceptance Corporation
                               By: Bingham McCutchen LLP

                               By: /s/ Peter D. Schellie
                                  ----------------------------------------------
                                   Peter D. Schellie



<PAGE>



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/ Sally Tokich
    ----------------------
     Sally Tokich


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/ Sally Tokich                         By: /s/ Cassandra D. Shedd
    ---------------------------------            -------------------------------
     Sally Tokich                                 Cassandra D. Shedd

Its:  Assistant Treasurer                     Its: Assistant Vice President



                                       17
<PAGE>

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/ Amy L. Martin
    ---------------------------------
     Amy L. Martin


Its: Assistant Vice President



Consent Given:



Canadian Imperial Bank of Commerce



By: /s/ James W. Lees
    --------------------------------
    James W. Lees


Its: Authorized Signatory