<PAGE>

                                                                    Exhibit 10.1

================================================================================

                                    FORM OF
                              SALE AND SERVICING
                                   AGREEMENT


                                     among


                       AMSOUTH AUTO [TRUST] [LLC] 200_- _

                                      as

                                    Issuer

                         AMSOUTH AUTO RECEIVABLES LLC

                                      as

                                    Seller

                                 AMSOUTH BANK,

                                  as Servicer

                                      and

                           _________________________

                             as Indenture Trustee

                       Dated as of __________ [ ], 200__


<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                                        Page
                                                                                                                        ----
<S>                                                                                                                     <C>
ARTICLE I.     DEFINITIONS.............................................................................................  1
SECTION 1.1.   Definitions.............................................................................................  1
SECTION 1.2.   Other Interpretive Provisions...........................................................................  1

ARTICLE II.    CONVEYANCE OF RECEIVABLES...............................................................................  2
SECTION 2.1.   Conveyance of Receivables...............................................................................  2

ARTICLE III.   THE RECEIVABLES.........................................................................................  3
SECTION 3.1.   Representations and Warranties as to Each Receivable....................................................  3
SECTION 3.2.   Representations and Warranties as to the Receivables in the Aggregate...................................  7
SECTION 3.3.   Repurchase upon Breach..................................................................................  7
SECTION 3.4.   Custodian of Receivable Files...........................................................................  8

ARTICLE IV.    ADMINISTRATION AND SERVICING OF RECEIVABLES............................................................. 11
SECTION 4.1.   Duties of Servicer...................................................................................... 11
SECTION 4.2.   Collection of Receivable Payments....................................................................... 12
SECTION 4.3.   Realization upon Receivables............................................................................ 13
SECTION 4.4.   Physical Damage Insurance............................................................................... 14
SECTION 4.5.   Maintenance of Security Interests in Financed Vehicles.................................................. 15
SECTION 4.6.   Covenants of Servicer................................................................................... 15
SECTION 4.7.   Purchase by Servicer upon Breach........................................................................ 16
SECTION 4.8.   Servicing Fee........................................................................................... 16
SECTION 4.9.   Servicer's Report....................................................................................... 17
SECTION 4.10.  Annual Statement as to Compliance; Notice of Default...................................................  17
SECTION 4.11.  Annual Independent Certified Public Accountants' Report................................................  18
SECTION 4.12.  Access to Certain Documentation and Information Regarding Receivables..................................  18
SECTION 4.13.  Reports to the Commission..............................................................................  19
SECTION 4.14.  Reports to the Rating Agencies.........................................................................  19
SECTION 4.15.  Servicer Expenses......................................................................................  19

ARTICLE V.     DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS.......................  19
SECTION 5.1.   Establishment of Trust Accounts......................................................................... 19
SECTION 5.2.   Collections............................................................................................. 21
SECTION 5.3.   [Reserved].............................................................................................. 22
SECTION 5.4.   Additional Deposits..................................................................................... 22
SECTION 5.5.   Distributions........................................................................................... 23
SECTION 5.6.   Statements to Certificateholders and Noteholders........................................................ 25
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
SECTION 5.7.   Net Deposits............................................................................................ 26
SECTION 5.8.   Reserve Account......................................................................................... 26

ARTICLE VI.    SELLER.................................................................................................. 29
SECTION 6.1.   Representations of Seller............................................................................... 29
SECTION 6.2.   Continued Existence..................................................................................... 31
SECTION 6.3.   Liability of Seller; Indemnities........................................................................ 31
SECTION 6.4.   Merger or Consolidation of, or Assumption of the Obligations of, Seller................................. 33
SECTION 6.5.   Limitation on Liability of Seller and Others............................................................ 33
SECTION 6.6.   Seller May Own Certificates or Notes.................................................................... 34
SECTION 6.7    Indebtedness of Seller.................................................................................. 34

ARTICLE VII.   SERVICER................................................................................................ 34
SECTION 7.1.   Representations of Servicer............................................................................. 34
SECTION 7.2.   Indemnities of Servicer................................................................................. 36
SECTION 7.3.   Merger or Consolidation of, or Assumption of the Obligations of, Servicer............................... 37
SECTION 7.4.   Limitation on Liability of Servicer and Others.......................................................... 38
SECTION 7.5.   AmSouth Not To Resign as Servicer....................................................................... 38
SECTION 7.6.   Existence............................................................................................... 39
SECTION 7.7.   Servicer May Own Notes or Certificates.................................................................. 39

ARTICLE VIII.  SERVICER TERMINATION EVENTS............................................................................  39
SECTION 8.1.   Servicer Termination Event.............................................................................. 39
SECTION 8.2.   Appointment of Successor................................................................................ 41
SECTION 8.3.   Payment of Servicing Fee................................................................................ 42
SECTION 8.4.   Notification to Noteholders and Certificateholders...................................................... 42
SECTION 8.5.   Waiver of Past Defaults................................................................................. 42

ARTICLE IX.    TERMINATION............................................................................................. 42
SECTION 9.1.   Optional Purchase of All Receivables; Termination Notice................................................ 42

ARTICLE X.     MISCELLANEOUS PROVISIONS................................................................................ 43
SECTION 10.1.  Amendment............................................................................................... 43
SECTION 10.2.  Protection of Title to Trust Property................................................................... 45
SECTION 10.3.  Notices................................................................................................. 47
SECTION 10.4.  Assignment.............................................................................................. 48
SECTION 10.5.  Limitations on Rights of Others......................................................................... 48
SECTION 10.6.  Severability............................................................................................ 48
SECTION 10.7.  Separate Counterparts................................................................................... 48
SECTION 10.8.  Headings................................................................................................ 48
SECTION 10.9.  Governing Law........................................................................................... 48
SECTION 10.10. Assignment to Indenture Trustee......................................................................... 49
SECTION 10.11. Nonpetition Covenant.................................................................................... 49
SECTION 10.12. Limitation of Liability of Owner Trustee and Indenture Trustee.......................................... 49
SECTION 10.13. Further Assurances...................................................................................... 49
SECTION 10.14. No Waiver; Cumulative Remedies.......................................................................... 50
</TABLE>

                                                    SALE AND SERVICING AGREEMENT

<PAGE>

                                   SCHEDULES

Schedule A  --  Schedule of Receivables
Schedule B  --  Location of Receivables


                                   EXHIBITS

Exhibit A   --  Form of Monthly Certificateholder Statement
Exhibit B   --  Form of Monthly Noteholder Statement
Exhibit C   --  Form of Servicer's Report


                                   APPENDIX

Appendix X  --  Definitions

                                                    SALE AND SERVICING AGREEMENT
<PAGE>

     SALE AND SERVICING AGREEMENT dated as of __________ [ ], 199_ (this
"Agreement") among AMSOUTH AUTO [TRUST] [LLC] 200_-_, a Delaware business trust
("Issuer"), AMSOUTH AUTO RECEIVABLES LLC, a Delaware limited liability company
(in its capacity as seller, "Seller"),  AMSOUTH BANK, a banking corporation
organized under the laws of the State of Alabama (in its capacity as servicer,
"Servicer") and ___________________, a _____________________ (in its capacity as
indenture trustee, "Indenture Trustee").

     WHEREAS, Issuer desires to purchase from Seller a portfolio of receivables
arising in connection with Motor Vehicle Loans purchased or originated by the
Seller Affiliates and sold to Seller under the Purchase Agreements;

     WHEREAS, Seller is willing to sell such receivables to Issuer; and

     WHEREAS, Servicer is willing to service such receivables.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

ARTICLE I.  DEFINITIONS.

     SECTION 1.1.  Definitions. Capitalized terms are used in this Agreement as
defined in Appendix X to this Agreement.

     SECTION 1.2.  Other Interpretive Provisions. For purposes of this
Agreement, unless the context otherwise requires: (a) accounting terms not
otherwise defined in this Agreement, and accounting terms partly defined in this
Agreement to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles; (b) terms defined in
Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise
defined in this Agreement are used as defined in that Article; (c) the words
"hereof," "herein" and "hereunder" and words of similar import refer to this
Agreement as a whole and not to any particular provision of this Agreement; (d)
references to any Article, Section, Schedule, Appendix or Exhibit are references
to Articles, Sections, Schedules, Appendices and Exhibits in or to this
Agreement and references to any paragraph, subsection, clause or other
subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (e) the
term "including" means "including without limitation"; (f) except as otherwise
expressly provided herein, references to any law or regulation refer to that law
or regulation as amended from time to time and include any successor law or
regulation; (g) references to any Person include that Person's successors and
assigns; and (h) headings are for

                                                    SALE AND SERVICING AGREEMENT
<PAGE>

purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.

ARTICLE II.  CONVEYANCE OF RECEIVABLES.

     SECTION 2.1.  Conveyance of Receivables. In consideration of Issuer's
delivery to, or upon the order of, Seller of Notes and Certificates, in
aggregate principal amounts equal to the initial principal amounts of the Notes
and the initial Certificate Balance, respectively, Seller does hereby sell,
transfer, assign, set over and otherwise convey to Issuer, without recourse,
subject to the obligations herein (collectively, the "Trust Property"):

     (a) all right, title and interest of Seller in and to the Receivables, and
all moneys received thereon after the Cutoff Date;

     (b) all right, title and interest of Seller in the security interests in
the Financed Vehicles granted by Obligors pursuant to the Receivables and any
other interest of Seller in the Financed Vehicles and any other property that
shall secure the Receivables;

     (c) the interest of Seller in any proceeds with respect to the Receivables
from claims on any Insurance Policies covering Financed Vehicles or the Obligors
or from claims under any lender's single interest insurance policy naming any
Seller Affiliate as an insured;

     (d) rebates of premiums relating to Insurance Policies and rebates of other
items such as extended warranties financed under the Receivables, in each case,
to the extent the Servicer would, in accordance with its customary practices,
apply such amounts to the Principal Balance of the related Receivable;

     (e) the interest of Seller in any proceeds from (i) any Receivable
repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach
of representation or warranty in the related Dealer Agreement, (ii) a default by
an Obligor resulting in the repossession of the Financed Vehicle under the
applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights
relating to the Receivables under Dealer Agreements;

     (f) all right, title and interest in all funds on deposit from time to time
in the Certificate Distribution Account and the Trust Accounts, and in all
investments and proceeds thereof (but excluding all investment income thereon);

     (g) all right, title and interest of Seller under each Purchase Agreement,
including the right of Seller to cause a Seller Affiliate to repurchase
Receivables from Seller;

                                       2            SALE AND SERVICING AGREEMENT
<PAGE>

     (h) all right, title and interest of Seller in any instrument or document
relating to the Receivables; and

     (i) the proceeds of any and all of the foregoing.

     The sale, transfer, assignment, setting over and conveyance made hereunder
shall not constitute and is not intended to result in an assumption by Issuer of
any obligation of any Seller Affiliates to the Obligors, the Dealers or any
other Person in connection with the Receivables and the other assets and
properties conveyed hereunder or any agreement, document or instrument related
thereto.

ARTICLE III.  THE RECEIVABLES.

     SECTION 3.1.  Representations and Warranties as to Each Receivable. Seller
hereby makes the following representations and warranties as to each Receivable
conveyed by it to Issuer hereunder on which Issuer shall rely in acquiring the
Receivables. Unless otherwise indicated, such representations and warranties
shall speak as of the Closing Date, but shall survive the sale, transfer and
assignment of the Receivables to Issuer and the pledge thereof to Indenture
Trustee pursuant to the Indenture.

     (a) Characteristics of Receivables. The Receivable has been fully and
properly executed by the parties thereto and (i) is a Direct Loan made by an
Originator or has been originated by a Dealer in the ordinary course of such
Dealer's business and has been purchased by an Originator, in either case, in
the ordinary course of such Originator's business and in accordance with such
Originator's underwriting standards to finance the retail sale by a Dealer of
the related Financed Vehicle or has otherwise been acquired by a Seller
Affiliate, (ii) the Originator of which has underwriting standards that require
physical damage insurance to be maintained on the related Financed Vehicle,
(iii) is secured by a valid, subsisting, binding and enforceable first priority
security interest in favor of a Seller Affiliate in the Financed Vehicle
(subject to administrative delays and clerical errors on the part of the
applicable government agency and to any statutory or other lien arising by
operation of law after the Closing Date which is prior to such security
interest), which security interest is assignable together with such Receivable,
and has been so assigned to Seller, and subsequently assigned by Seller to
Issuer, (iv) contains customary and enforceable provisions such that the rights
and remedies of the holder thereof are adequate for realization against the
collateral of the benefits of the security, (v) provided, at origination, for
level monthly payments (provided, that the amount of the last payment may be
different), which fully amortize the Initial Principal Balance over the original
term, (vi) provides for interest at the Contract Rate specified in

                                       3            SALE AND SERVICING AGREEMENT
<PAGE>

the Schedule of Receivables, (vii) was originated in the United States and
(viii) constitutes "chattel paper" as defined in the UCC.

     (b) Individual Characteristics. The Receivables have the following
individual characteristics as of the Cutoff Date; (i) each Receivable is secured
by a Motor Vehicle; (ii) each Receivable has a Contract Rate of at least ____%
and not more than ____%; (iii) each Receivable had a remaining term, as of the
Cutoff Date, of not less than ______ and not more than ______; (iv) each
Receivable had an Initial Principal Balance of not less than _______ and not
more than _________; (v) no Receivable was more than 30 days past due as of the
Cutoff Date; (vi) no Financed Vehicle had been repossessed as of the Cutoff
Date; (vii) no Receivable is subject to a force placed Physical Damage Insurance
Policy on the related Financed Vehicle; [(viii) each Receivable is a Simple
Interest Receivable;] and (xi) the Dealer of the Financed Vehicle has no
participation in, or other right to receive, any proceeds of the Receivable. The
Receivables were selected using selection procedures that were not intended by
any Seller Affiliate or Seller to be adverse to the Holders.

     (c) Schedule of Receivables. The information with respect to each
Receivable set forth in the Schedule of Receivables, including (without
limitation) the account number of the Obligor, the Initial Principal Balance,
and the Contract Rate, was true and correct in all material respects as of the
close of business on the Cutoff Date.

     (d) Compliance with Law. The Receivable complied at the time it was
originated or made, and will comply as of the Closing Date, in all material
respects with all requirements of applicable federal, state and local laws, and
regulations thereunder, including, to the extent applicable, usury laws, the
Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Billing Act, the Fair Credit Reporting Act, the Federal Trade Commission Act,
the Magnuson-Moss Warranty Act, the Fair Debt Collection Practices Act, Federal
Reserve Board Regulations B and Z and any other consumer credit, consumer
protection, equal opportunity and disclosure laws.

     (e) Binding Obligation. The Receivable constitutes the genuine, legal,
valid and binding payment obligation in writing of the Obligor, enforceable in
all material respects by the holder thereof in accordance with its terms,
subject to the effect of bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditors' rights generally, and the
Receivable is not subject to any right of rescission, setoff, counterclaim or
defense, including the defense of usury.

                                       4            SALE AND SERVICING AGREEMENT
<PAGE>

     (f) Lien in Force. Neither Seller nor any Seller Affiliate has taken any
action which would have the effect of releasing the related Financed Vehicle
from the Lien granted by the Receivable in whole or in part.

     (g) No Amendment or Waiver. No material provision of the Receivable has
been amended, waived, altered or modified in any respect, except such waivers as
would be permitted under this Agreement, and no amendment, waiver, alteration or
modification causes such Receivable not to conform to the other representations
or warranties contained in this Section.

     (h) No Liens. Neither Seller nor any Seller Affiliate has received notice
of any Liens or claims, including Liens for work, labor, materials or unpaid
state or federal taxes, relating to the Financed Vehicle securing the
Receivable, that are or may be prior to or equal to the Lien granted by the
Receivable.

     (i) No Default. Except for payment delinquencies continuing for a period of
not more than 30 days as of the Cutoff Date, to the knowledge of Seller, no
default, breach, violation or event permitting acceleration under the terms of
the Receivable exists and no continuing condition that with notice or lapse of
time, or both, would constitute a default, breach, violation or event permitting
acceleration under the terms of the Receivable has arisen.

     (j) Insurance. The Receivable requires the Obligor to insure the Financed
Vehicle under a Physical Damage Insurance Policy, pay the premiums for such
insurance and keep such insurance in full force and effect.

     (k) Good Title. It is the intention of Seller that the transfer and
assignment herein contemplated constitute a sale of the Receivables from Seller
to Issuer and that the beneficial interest in and title to the Receivables not
be part of Seller's estate in the event of the filing of a bankruptcy petition
by or against Seller under any bankruptcy law. No Receivable has been sold,
transferred, assigned, or pledged by Seller to any Person other than Issuer.
Immediately prior to the transfer and assignment herein contemplated, Seller had
good and marketable title to the Receivable free and clear of any Lien and had
full right and power to transfer and assign the Receivable to Issuer and
immediately upon the transfer and assignment of the Receivable to Issuer, Issuer
shall have good and marketable title to the Receivable, free and clear of any
Lien; and Issuer's interest in the Receivable resulting from the transfer has
been perfected under the UCC.

     (l) Obligations. Each Seller Affiliate has duly fulfilled all material
obligations on its part to be fulfilled under, or in connection with, the
Receivable.

                                       5            SALE AND SERVICING AGREEMENT
<PAGE>

     (m) Possession. There is only one original executed Receivable, and
immediately prior to the Closing Date, the applicable Seller Affiliate will have
possession of such original executed Receivable.

     (n) No Government Obligor. The Obligor on the Receivable is not the United
States of America or any state thereof or any local government, or any agency,
department, political subdivision or instrumentality of the United States of
America or any state thereof or any local government.

     (o) Marking Records. By the Closing Date, Seller shall have caused the
portions of Seller's and each Seller Affiliate's electronic master record of
Motor Vehicle Loans relating to the Receivables to be clearly and unambiguously
marked to show that the Receivable is owned by Issuer in accordance with the
terms of this Agreement.

     (p) No Assignment. As of the Closing Date, Seller shall not have taken any
action to convey any right to any Person that would result in such Person having
a right to payments received under the Insurance Policies or Dealer Agreements,
or payments due under the Receivable, that is senior to, or equal with, that of
Issuer.

     (q) Lawful Assignment. The Receivable has not been originated in, and is
not subject to the laws of, any jurisdiction under which the sale, transfer or
assignment of such Receivable hereunder or pursuant to transfers of the Notes or
Certificates are unlawful, void or voidable. Neither Seller nor any Seller
Affiliate has entered into any agreement with any Obligor that prohibits,
restricts or conditions the assignment of any portion of the Receivables.

     (r) Dealer Agreements. A Dealer Agreement for each Receivable is in effect
whereby the Dealer warrants title to the Motor Vehicle and indemnifies the
Seller Affiliate that is a party to said Dealer Agreement against the
unenforceability of each Receivable sold thereunder, and the rights of such
Seller Affiliate thereunder, with regard to the Receivable sold hereunder, have
been validly assigned to and are enforceable against the Dealer by the Seller
and then to and by the Issuer, along with any Dealer Recourse.

     (s) Composition of Receivable. No Receivable has a Principal Balance which
includes capitalized interest or late charges.

     (t) Database File. The information included with respect to each Receivable
in the database file delivered pursuant to Section 4.9(b) is accurate and
complete in all material respects.

                                       6            SALE AND SERVICING AGREEMENT
<PAGE>

     SECTION 3.2.  Representations and Warranties as to the Receivables in the
Aggregate. Seller hereby makes the following representations and warranties as
to the Receivables conveyed by it to Issuer hereunder on which Issuer shall rely
in acquiring the Receivables. Unless otherwise indicated, such representations
and warranties shall speak as of the Closing Date, but shall survive the sale,
transfer and assignment of the Receivables to Issuer and the pledge thereof to
Indenture Trustee pursuant to the Indenture.

     (a) Amounts. The Original Pool Balance was $_______________.

     (b) Aggregate Characteristics. The Receivables had the following
characteristics in the aggregate as of the Cutoff Date: (i) approximately ____%
of the Original Pool Balance was attributable to loans for purchases of new
Financed Vehicles, and approximately ____% of the Original Pool Balance was
attributable to loans for purchases of used Financed Vehicles; (ii)
approximately ____% of the Original Pool Balance was attributable to Receivables
the mailing addresses of the Obligors with respect to which are located in the
State of ________ and ____% of the Original Pool Balance was attributable to
Receivables the mailing addresses of the Obligors with respect to which are
located in the State of _____, ____% in the State of _______, ____% in the State
of ______, and ____% in the State of ______, and no other state accounts for
more than ____% of the Original Pool Balance; (iii) the weighted average
Contract Rate of the Receivables was _____%; (iv) there are _____ Receivables
being conveyed by Seller to Issuer; (v) the average Cutoff Date Principal
Balance of the Receivables was $______; and (vi) the weighted average original
term and weighted average remaining term of the Receivables were _____ months
and _____ months, respectively.

     SECTION 3.3.  Repurchase upon Breach. Seller, Servicer, Indenture Trustee
or Owner Trustee, as the case may be, shall inform the other parties to this
Agreement promptly, in writing, upon the discovery (or, with respect to the
Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible
Officer) of any breach or failure to be true of the representations or
warranties made by Seller in Section 3.1, provided that the failure to give such
notice shall not affect any obligation of Seller. If the breach or failure shall
not have been cured by the last day of the Collection Period which includes the
60th day (or if Seller elects, the 30th day) after the date on which Seller
becomes aware of, or receives written notice from Owner Trustee, Indenture
Trustee or Servicer of, such breach or failure, and such breach or failure
materially and adversely affects the interests of Issuer and the Holders in any
Receivable, Seller shall repurchase each such affected Receivable from Issuer as
of such last day of such Collection Period at a purchase price equal to the
Purchase Amount for such Receivable as of such last day of such Collection
Period. Notwithstanding the foregoing, any such breach or failure with respect
to the representations and warranties

                                       7            SALE AND SERVICING AGREEMENT
<PAGE>

contained in Section 3.1 will not be deemed to have such a material and adverse
effect with respect to a Receivable if the facts resulting in such breach or
failure do not affect the ability of Issuer to receive and retain payment in
full on such Receivable. In consideration of the repurchase of a Receivable
hereunder, Seller shall remit the Purchase Amount of such Receivable, no later
than the close of business on the next Deposit Date, in the manner specified in
Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee
or the Holders with respect to a breach or failure to be true of the
representations or warranties made by Seller pursuant to Section 3.1 shall be to
require Seller to repurchase Receivables pursuant to this Section.

     SECTION 3.4  Custodian of Receivable Files. (a)  Custody. To assure
uniform quality in servicing the Receivables and to reduce administrative costs,
Issuer, upon the execution and delivery of this Agreement, revocably appoints
Custodian, as agent, and Custodian accepts such appointment, to act as agent on
behalf of Issuer to maintain custody of the following documents or instruments,
which are hereby constructively delivered to Issuer with respect to each
Receivable (collectively, a "Receivable File"):

               (i)    the fully executed original of the Receivable;

               (ii)   any documents customarily delivered to or held by Seller
     or Servicer evidencing the existence of any Physical Damage Insurance
     Policies;

               (iii)  the original credit application, fully executed by the
     Obligor;

               (iv)   the original certificate of title, or such other documents
     as the applicable Seller Affiliate, as appropriate, keeps on file, in
     accordance with its customary procedures, evidencing the security interest
     of such Seller Affiliate in the Financed Vehicle;

               (v)    originals or true copies of all documents, instruments or
     writings relating to extensions, amendments or waivers of the Receivable;
     and

               (vi)   any and all other documents or electronic records that
     Seller, any Seller Affiliate or Servicer, as the case may be, keeps on
     file, in accordance with its customary procedures, relating to the
     Receivable, any Insurance Policies, the Obligor or the Financed Vehicle.

     (b) Safekeeping. Servicer, in its capacity as Custodian, shall hold the
Receivable Files as agent on behalf of Issuer and maintain such accurate and

                                       8            SALE AND SERVICING AGREEMENT
<PAGE>

complete accounts, records and computer systems pertaining to each Receivable as
shall enable Servicer and Issuer to comply with the terms and provisions of this
Agreement applicable to them. In performing its duties as Custodian hereunder,
Custodian shall act with reasonable care, exercising the degree of skill,
attention and care that Custodian exercises with respect to receivable files
relating to other similar motor vehicle loans owned and/or serviced by Custodian
and that is consistent with industry standards. In accordance with its customary
practice with respect to its retail installment sale contracts, Custodian shall
conduct, or cause to be conducted, periodic audits of the Receivable Files held
by it under this Agreement, and of the related accounts, records, and computer
systems, and shall maintain the Receivable Files in such a manner as shall
enable Owner Trustee to verify, if Owner Trustee so elects, the accuracy of the
record keeping of Custodian. Custodian shall promptly report to Owner Trustee
any failure on its part to hold the Receivable Files and maintain its accounts,
records and computer systems as herein provided, and promptly take appropriate
action to remedy any such failure. Custodian hereby acknowledges receipt of the
Receivable File for each Receivable listed on the Schedule of Receivables.
Nothing herein shall be deemed to require Issuer, Owner Trustee or Indenture
Trustee to verify the accuracy of the record keeping of the Custodian.

     (c) Maintenance of and Access to Records. Custodian shall maintain each
Receivable File at the location specified in Schedule B to this Agreement, or at
such other office of Custodian within the United States (or, in the case of any
successor Custodian, within the State in which its principal place of business
is located) as shall be specified to Issuer by 30 days' prior written notice. At
the reasonable direction of the Owner Trustee or Indenture Trustee, Custodian
shall make available to Owner Trustee, Indenture Trustee and their respective
agents (or, when requested in writing by Owner Trustee or Indenture Trustee,
their respective attorneys or auditors) the Receivable Files and the related
accounts, records and computer systems maintained by Custodian at such times
during the normal business hours of Custodian for purposes of inspecting,
auditing or making copies of abstracts of the same.

     (d) Release of Documents. Upon written instructions from Indenture Trustee
(or, if no Notes are then Outstanding, Owner Trustee), Custodian shall release
any document in the Receivable Files to Indenture Trustee or Owner Trustee or
its respective agent or designee, as the case may be, at such place or places as
Indenture Trustee or Owner Trustee may designate, as soon thereafter as is
practicable. Any document so released shall be handled by Indenture Trustee or
Owner Trustee with due care and returned to Custodian for safekeeping as soon as
Indenture Trustee or Owner Trustee or its respective agent or designee, as the
case may be, shall have no further need therefor.

                                       9            SALE AND SERVICING AGREEMENT
<PAGE>

     (e)  Title to Receivables. Custodian agrees that, in respect of any
Receivable File held by Custodian hereunder, Custodian will not at any time have
or in any way attempt to assert any interest in such Receivable File or the
related Receivable, other than solely for the purpose of collecting or enforcing
the Receivable for the benefit of Issuer and that the entire equitable interest
in such Receivable and the related Receivable File shall at all times be vested
in Issuer.

     (f)  Instructions; Authority to Act. Custodian shall be deemed to have
received proper instructions with respect to the Receivable Files upon its
receipt of written instructions signed by an Authorized Officer of Indenture
Trustee or Owner Trustee, as applicable. A certified copy of excerpts of certain
resolutions of the Board of Directors of Indenture Trustee or Owner Trustee, as
applicable, shall constitute conclusive evidence of the authority of any such
Authorized Officer to act and shall be considered in full force and effect until
receipt by Custodian of written notice to the contrary given by Indenture
Trustee or Owner Trustee, as applicable.

     (g)  Custodian's Indemnification. Custodian shall indemnify and hold
harmless Issuer, Owner Trustee and Indenture Trustee, and each of their
respective officers, directors, employees and agents and the Holders from and
against any and all liabilities, obligations, losses, compensatory damages,
payments, costs or expenses (including legal fees if any) of any kind whatsoever
that may be imposed on, incurred or asserted against Issuer, Owner Trustee,
Indenture Trustee or the Holders as the result of any act or omission of
Custodian relating to the maintenance and custody of the Receivable Files;
provided that Custodian shall not be liable hereunder to the Owner Trustee or
Indenture Trustee to the extent that such liabilities, obligations, losses,
compensatory damages, payments, costs or expenses result from the willful
misfeasance, bad faith or negligence of Owner Trustee or Indenture Trustee, as
the case may be. Indemnification under this subsection (g) shall survive
termination of this Agreement and the resignation or removal of Owner Trustee or
Indenture Trustee, as the case may be. If Custodian shall have made any
indemnity payments to Owner Trustee or Indenture Trustee pursuant to this
Section and Owner Trustee or Indenture Trustee thereafter shall collect any of
such amounts from Persons other than Custodian, Owner Trustee or Indenture
Trustee, as the case may be, shall, as soon as practicable following such
receipt thereof, repay such amounts to Custodian, without interest.

     (h)  Effective Period and Termination. Servicer's appointment as Custodian
shall become effective as of the Cutoff Date and shall continue in full force
and effect until terminated pursuant to this subsection (h). If Servicer shall
resign as Servicer in accordance with Section 7.5 or if all of the rights and
obligations of Servicer shall have been terminated under Section 8.1, the

                                       10           SALE AND SERVICING AGREEMENT
<PAGE>

appointment of Servicer as Custodian hereunder may be terminated by the Owner
Trustee or Indenture Trustee or by the Holders of Notes evidencing not less than
50% of the aggregate Outstanding Amount of the Notes (or, if no Notes are then
Outstanding, the Holders of Certificates representing not less than 50% of the
Certificate Balance), in each case in the same manner as Owner Trustee or
Indenture Trustee or such Holders may terminate the rights and obligations of
Servicer under Section 8.1. The Indenture Trustee, at the direction of Holders
of Notes evidencing not less than 50% of the aggregate Outstanding Amount of the
Notes, or, if no Notes are then Outstanding, the Owner Trustee at the direction
of Holders of Certificates evidencing not less than 50% of the Certificate
Balance, may terminate Servicer's appointment as Custodian hereunder at any time
with cause, or with 30 days' prior written notice without cause. As soon as
practicable after any termination of such appointment Servicer shall deliver, or
cause to be delivered, the Receivable Files to Indenture Trustee or Owner
Trustee, as applicable, or its respective agent or designee at such place or
places as Indenture Trustee or Owner Trustee, as applicable, may reasonably
designate. Notwithstanding any termination of Servicer as Custodian hereunder
(other than in connection with a termination resulting from the termination of
Servicer, as such, pursuant to Section 8.1), from and after the date of such
termination, and for so long as Servicer is acting as such pursuant to this
Agreement, Indenture Trustee shall provide, or cause the successor Custodian to
provide, access to the Receivable Files to Servicer, at such times as Servicer
shall reasonably request, for the purpose of carrying out its duties and
responsibilities with respect to the servicing of the Receivables hereunder.

     (i)  Delegation. Custodian may, at any time without notice or consent,
delegate any or all of its duties under the Basic Documents to any Seller
Affiliate; provided that no such delegation shall relieve Custodian of its
responsibility with respect to such duties and Custodian shall remain obligated
and liable to Issuer and the Holders for its duties hereunder as if Custodian
alone were performing such duties.

 ARTICLE IV.   ADMINISTRATION AND SERVICING OF RECEIVABLES.

     SECTION 4.1.  Duties of Servicer. (a) Servicer is hereby authorized to act
as agent for Issuer and in such capacity shall manage, service, administer and
make collections on the Receivables (other than Purchased Receivables), and
perform the other actions required by Servicer under this Agreement, with
reasonable care. Without limiting the standard set forth in the preceding
sentence, Servicer shall use a degree of skill, attention and care that is not
less than Servicer exercises with respect to comparable Motor Vehicle Loans that
it services for itself or others and that is consistent with prudent industry
standards. Servicer's duties shall include the collection and posting of all
payments, responding to inquiries by Obligors on the Receivables, or by federal,
state or

                                       11           SALE AND SERVICING AGREEMENT
<PAGE>

local governmental authorities, investigating delinquencies, sending payment
coupons or monthly invoices to Obligors, reporting required tax information to
Obligors, accounting for Collections, monitoring the status of Physical Damage
Insurance Policies with respect to the Financed Vehicles as provided in Section
4.4(a), furnishing monthly and annual statements to Owner Trustee and Indenture
Trustee with respect to distributions, providing collection and repossession
services in the event of Obligor default and performing the other duties
specified herein.

     In accordance with its customary servicing procedures, Servicer shall also
administer and enforce all rights and responsibilities of the holder of the
Receivables provided for in the Physical Damage Insurance Policies as provided
in Section 4.4 and the Dealer Agreements. Without limiting the generality of the
foregoing, Servicer is hereby authorized and empowered by Issuer to execute and
deliver, on behalf of itself, Indenture Trustee, Issuer, Owner Trustee and the
Holders, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Receivables or to the Financed Vehicles, all in accordance with this
Agreement; provided that notwithstanding the foregoing, Servicer shall not,
except pursuant to an order from a court of competent jurisdiction, release an
Obligor from payment of any unpaid amount under any Receivable or waive the
right to collect the unpaid balance of any Receivable from the Obligor, except
in connection with a de minimis deficiency which Servicer would not attempt to
collect in accordance with its customary procedures. If Servicer shall commence
a legal proceeding to enforce a Receivable, Issuer shall thereupon be deemed to
have automatically assigned such Receivable to Servicer, which assignment shall
be solely for purposes of collection.

     (b)  Servicer may, at any time without notice (except that Servicer shall
give written notice to each Rating Agency of any delegation outside the ordinary
course of business of the substantial portion of its servicing business) or
consent, delegate (i) any or all duties under this Agreement to any Person more
than 50% of the voting securities of which are owned, directly or indirectly, by
AmSouth Bancorporation, so long as AmSouth Bancorporation acts as Servicer, or
(ii) specific duties to sub-contractors who are in the business of performing
such duties; provided that no such delegation shall relieve Servicer of its
responsibility with respect to such duties and Servicer shall remain obligated
and liable to Issuer and the Holders for servicing and administering the
Receivables in accordance with this Agreement as if Servicer alone were
performing such duties.

     SECTION 4.2.  Collection of Receivable Payments. (a) Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due, and

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<PAGE>

otherwise act with respect to the Receivables, the Physical Damage Insurance
Policies, the Dealer Agreements and related property in such manner as will, in
the reasonable judgment of Servicer, maximize the amount to be received by
Issuer with respect thereto, in accordance with the standard of care required by
Section 4.1. Servicer shall be entitled to amend or modify any Receivable in
accordance with its customary procedures if Servicer believes in good faith that
such amendment or modification is in Issuer's best interests; provided that
Servicer may not, unless ordered by a court of competent jurisdiction or
otherwise required by applicable law, (i) extend a Receivable beyond the Final
Scheduled Maturity Date or (ii) reduce the Principal Balance or Contract Rate of
any Receivable. If Servicer fails to comply with the provisions of the preceding
sentence, Servicer shall be required to purchase the Receivable or Receivables
affected thereby, for the Purchase Amount, in the manner specified in Section
4.7 as of the last day of the Collection Period in which such failure occurs.
Servicer may, in its discretion (in accordance with its customary standards,
policies and procedures), waive any prepayment charge, late payment charge,
extension fee or any other fee that may be collected in the ordinary course of
servicing a Receivable.

     (b)  If in the course of collecting payments under the Receivables,
Servicer determines to set off any obligation of Servicer to an Obligor against
an amount payable by the Obligor with respect to such Receivable, Servicer shall
deposit the amount so set off in the Collection Account, no later than the close
of business on the Deposit Date for the Collection Period in which the set-off
occurs. All references herein to payments or Liquidation Proceeds collected by
Servicer shall include amounts set-off by Servicer.

      SECTION 4.3.  Realization upon Receivables. On behalf of Issuer, Servicer
shall charge off a Receivable in accordance with its customary standards (and,
in no event later than ____ days after a Receivable shall have become
delinquent) and shall use reasonable efforts to repossess and liquidate the
Financed Vehicle securing any Defaulted Receivable as soon as feasible after
such Receivable becomes a Defaulted Receivable, in accordance with the standard
of care required by Section 4.1. In taking such action, Servicer shall follow
such customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of Motor Vehicle Loans, and as are otherwise
consistent with the standard of care required under Section 4.1, which shall
include exercising any rights under the Dealer Agreements and selling the
Financed Vehicle at public or private sale. Servicer shall be entitled to
recover all reasonable expenses incurred by it in the course of repossessing and
liquidating a Financed Vehicle into cash proceeds or pursuing any deficiency
claim against the related Obligor, but only out of the cash proceeds of such
Financed Vehicle or any deficiency obtained from the Obligor. The foregoing
shall be subject to the provision that, in any case in which a Financed Vehicle
shall have suffered

                                       13           SALE AND SERVICING AGREEMENT
<PAGE>

damage, Servicer shall not expend funds in connection with the repair or the
repossession of such Financed Vehicle unless it shall determine in its
discretion that such repair and/or repossession will increase the Liquidation
Proceeds of the related Receivable by an amount equal to or greater than the
amount of such expenses.

     If Servicer elects to commence a legal proceeding to enforce a Dealer
Agreement, the act of commencement shall be deemed to be an automatic assignment
from Issuer to Servicer of the rights under such Dealer Agreement. If, however,
in any enforcement suit or legal proceeding, it is held that Servicer may not
enforce a Dealer Agreement on the grounds that it is not a real party in
interest or a Person entitled to enforce the Dealer Agreement, Owner Trustee, on
behalf of Issuer, at Servicer's expense, or Seller, at Servicer's expense, shall
take such steps as Servicer deems necessary to enforce the Dealer Agreement,
including bringing suit in Issuer's name or the name of Owner Trustee or
Indenture Trustee.

     SECTION 4.4.  Physical Damage Insurance. (a) The Receivables require that
each Financed Vehicle be insured under a Physical Damage Insurance Policy.
Servicer shall monitor or cause to be monitored, the status of such physical
damage insurance coverage to the extent consistent with its customary servicing
procedures. If Servicer shall determine that an Obligor has failed to obtain or
maintain a Physical Damage Insurance Policy covering the related Financed
Vehicle, Servicer shall use reasonable efforts in accordance with its customary
servicing procedures to enforce the rights of the holder of the Receivable under
the Receivable to require the Obligor to obtain such physical damage insurance,
provided that Servicer shall not be required to take such actions if there is in
place a lender's single interest policy with respect to the related Financed
Vehicle that complies with Servicer's customary requirements. It is understood
that Servicer will not "force-place" any Physical Damage Insurance Policy on any
Financed Vehicle.

     (b)  Servicer may sue to enforce or collect upon the Physical Damage
Insurance Policies, in its own name, if possible, or as agent for Issuer. If
Servicer elects to commence a legal proceeding to enforce a Physical Damage
Insurance Policy, the act of commencement shall be deemed to be an automatic
assignment of the rights of Issuer under such Physical Damage Insurance Policy
to Servicer for purposes of collection only. If, however, in any enforcement
suit or legal proceeding it is held that Servicer may not enforce a Physical
Damage Insurance Policy on the grounds that it is not a real party in interest
or a holder entitled to enforce the Physical Damage Insurance Policy, Owner
Trustee, on behalf of Issuer, at Servicer's expense, or Seller, at Servicer's
expense, shall take such steps as Servicer deems necessary to enforce such
Physical Damage Insurance Policy, including bringing suit in Issuer's name or
the name of Owner Trustee or

                                       14          SALE AND SERVICING AGREEMENT
<PAGE>

Indenture Trustee. Servicer shall make all claims and enforce its rights under
any lender's single interest insurance policy (to the extent such claims or
rights relate to Receivables) for the benefit of the Issuer and shall treat as
Collections all related proceeds of such policies.

     SECTION 4.5.  Maintenance of Security Interests in Financed Vehicles.
Servicer, in accordance with the standard of care required under Section 4.1,
shall take such reasonable steps as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle for
the benefit of Issuer and the Indenture Trustee. Issuer hereby authorizes
Servicer, and Servicer hereby agrees, to take such reasonable steps as are
necessary to re-perfect such security interest on behalf of Issuer in the event
Servicer receives notice of the relocation of a Financed Vehicle. If there has
been a Servicer Termination Event, Seller and Servicer, at their expense, shall
promptly and duly execute and deliver such documents and instruments, and take
such other reasonable actions as may be necessary, as evidenced by an Opinion of
Counsel delivered to Issuer, Owner Trustee and Indenture Trustee to perfect
Issuer's and Indenture Trustee's interest in the Trust Property against all
other Persons, including the delivery of the Receivables and the Receivable
Files to Indenture Trustee (or Owner Trustee if no Notes are then Outstanding)
its agent or designee, the endorsement and delivery of the Physical Damage
Insurance Policies or the notification of the insurers thereunder, the execution
of transfer instruments, and the endorsement to Indenture Trustee (or Owner
Trustee if no Notes are then Outstanding) and the delivery of the certificates
of title to the Financed Vehicles to the appropriate department or departments
of motor vehicles (or other appropriate governmental agency).

     SECTION 4.6.  Covenants of Servicer. Servicer makes the following covenants
on which Issuer relies in acquiring the Receivables:

     (a)  Security Interest to Remain in Force. Servicer shall not release any
Financed Vehicle from the security interest granted by the related Receivable in
whole or in part, except upon payment in full of the Receivable or as otherwise
contemplated herein.

     (b)  No Impairment. Servicer shall not impair in any material respect the
rights of the Trust or the Holders in the Receivables, the Dealer Agreements or
the Physical Damage Insurance Policies or, subject to clause (c), otherwise
amend or alter the terms thereof if, as a result of such amendment or
alteration, the interests of Issuer and the Holders hereunder would be
materially adversely affected.

                                       15           SALE AND SERVICING AGREEMENT
<PAGE>

     (c)  Amendments. Servicer shall not amend or otherwise modify any
Receivable (including the grant of any extension thereunder), except in
accordance with Section 4.2.

     SECTION 4.7.  Purchase by Servicer upon Breach. Seller, Servicer, Indenture
Trustee or Owner Trustee, as the case may be, shall inform the other parties
promptly, in writing, upon the discovery (or, in the case of the Indenture
Trustee or Owner Trustee, upon actual knowledge of a Responsible Officer) of any
breach by Servicer of its covenants under Section 4.5 or 4.6; provided that the
failure to give such notice shall not affect any obligation of Servicer. Unless
the breach shall have been cured by the last day of the Collection Period which
includes the 60th day (or the 30th day, if Servicer so elects) after the date on
which Servicer becomes aware of, or receives written notice of, such breach, and
such breach materially and adversely affects the interests of Issuer and the
Holders in any Receivable, Servicer shall purchase such Receivable from Issuer
as of the last day of the Collection Period at a purchase price equal to the
Purchase Amount for such Receivable as of the last day of such Collection
Period; provided that in the case of a breach of the covenant contained in
Section 4.6(c), Servicer shall be obligated to purchase the affected Receivable
or Receivables on the Deposit Date immediately succeeding the Collection Period
during which Servicer becomes aware of, or receives written notice of, such
breach. In consideration of the purchase of a Receivable hereunder, Servicer
shall remit the Purchase Amount of such Receivable in the manner specified in
Section 5.4. The sole remedy of Issuer, Owner Trustee, Indenture Trustee or the
Holders against Servicer with respect to a breach pursuant to Section 4.5 or 4.6
shall be to require Servicer to repurchase Receivables pursuant to this Section.

     SECTION 4.8.  Servicing Fee. The servicing fee for (a) the __________ [ ],
200_ Distribution Date shall equal _______ and (b) for each Distribution Date
thereafter shall equal the product of (i) one-twelfth, (ii the Servicing Fee
Rate and (ii the Pool Balance as of the opening of business on the first day of
the related Collection Period (the "Servicing Fee"). Servicer shall also be
entitled to retain any late fees, extension fees, prepayment charges (including,
in the case of any Rule of 78's Receivable or Sum of Periodic Balances
Receivable that is prepaid in full, amounts received in excess of the
outstanding Principal Balance of such Receivable and accrued interest thereon
calculated as if such Receivable were an Actuarial Receivable) and certain non-
sufficient funds charges and other administrative fees or similar charges
allowed by applicable law with respect to Receivables collected (from whatever
source) on the Receivables and shall be paid any interest earned on deposits in
the Trust Accounts and the Certificate Distribution Account (the "Supplemental
Servicing Fee"). It is understood and agreed that Available Interest or
Available Principal shall not include any amounts retained by Servicer which
constitute Supplemental Servicing Fees. The Servicing Fee in respect of a
Collection Period (together with any portion of the

                                       16           SALE AND SERVICING AGREEMENT
<PAGE>

Servicing Fee that remains unpaid from prior Distribution Dates), if the Rating
Agency Condition is satisfied, may be paid at the beginning of such Collection
Period out of Collections for such Collection Period. As provided in Section
5.5(c), as additional compensation, Servicer shall be entitled to receive on
each Distribution Date, any Additional Servicing for such Distribution Date.

     SECTION 4.9.  Servicer's Report. (a) On each Determination Date, Servicer
shall deliver to Owner Trustee, Indenture Trustee, each Paying Agent and Seller,
with a copy to the Rating Agencies, a Servicer's Report substantially in the
form of Exhibit A, containing all information necessary to make the transfers
and distributions pursuant to Sections 5.4, 5.5 and 5.8 for the Collection
Period preceding the date of such Servicer's Report together with all
information necessary for the Owner Trustee to send statements to
Certificateholders pursuant to Section 5.6 and Indenture Trustee to send copies
of statements received by the Indenture Trustee to Noteholders pursuant to the
Indenture and Section 5.6 of this Agreement. Receivables to be purchased by
Servicer or to be repurchased by Seller shall be identified by Servicer by
account number with respect to such Receivable (as specified in the Schedule of
Receivables).

     (b)  Servicer shall provide Indenture Trustee with a database file for the
Receivables at or prior to the Closing Date (but with information as of the
close of business on the Cutoff Date).

     SECTION 4.10. Annual Statement as to Compliance; Notice of Default. (a)
Servicer shall deliver to Owner Trustee, Indenture Trustee and each Rating
Agency, on or before _________ of each year beginning on ________ [ ], 200_, an
Officer's Certificate, dated as of ___________ [ ] of the preceding year,
stating that (i) a review of the activities of Servicer during the preceding 12-
month period (or, in the case of the first such report, during the period from
the Closing Date to ____________ [ ], 200_) and of its performance under this
Agreement has been made under such officer's supervision and (ii to the best of
such officer's knowledge, based on such review, Servicer has fulfilled all its
obligations in all material respects under this Agreement throughout such year
or, if there exists any uncured default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof. A copy of such certificate and the report referred to in
Section 4.11 may be obtained by any Certificateholder by a request in writing to
Owner Trustee addressed to the Corporate Trust Office or by any Noteholder by a
request in writing to Indenture Trustee addressed to the Corporate Trust Office.
Upon the written request of Owner Trustee, Indenture Trustee will promptly
furnish Owner Trustee a list of Noteholders as of the date specified by Owner
Trustee.

     (b)  Servicer shall deliver to Owner Trustee, Indenture Trustee and the
Rating Agencies, promptly after having obtained knowledge thereof, but in no

                                       17           SALE AND SERVICING AGREEMENT
<PAGE>

event later than five (5) Business Days thereafter, written notice in an
Officer's Certificate of any event which constitutes, or with the giving of
notice or lapse of time, or both, would become a Servicer Termination Event
under Section 8.1.

     SECTION 4.11.  Annual Independent Certified Public Accountants' Report. The
Servicer shall cause a firm of independent certified public accountants (who may
also render other services to the Servicer or Seller) to deliver to the Seller,
Owner Trustee, Indenture Trustee and each Rating Agency on or before April 30 of
each year beginning on ___________________, a report to the effect that such
firm has examined the Servicer's assertion that it has complied with the minimum
servicing standards set forth in the Mortgage Banker's Association of America's
Uniform Single Attestation Program for Mortgage Bankers ("USAP") for the twelve
months ended December 31 of the preceding year (or, in the case of the first
such certificate, from the Closing Date until December 31, 199_), and that such
examination (1) included tests relating to the servicing or administration of
the Receivables in accordance with the requirements of the USAP, to the extent
the procedures in such program apply to the servicing or administration of the
Receivables and (2) except as described in the report, disclosed no exceptions
or errors in the records relating to the servicing or administration of the
Receivables that, in the firm's opinion, paragraph six of such program requires
such firm to report.

     In the event such firm requires the Indenture Trustee or Owner Trustee to
agree to the procedures performed by such firm, Servicer shall direct the
Indenture Trustee or Owner Trustee, as the case may be, in writing to so agree;
it being understood and agreed that the Indenture Trustee or Owner Trustee, as
the case may be, will deliver such letter of agreement in conclusive reliance
upon the direction of Servicer, and the Indenture Trustee or Owner Trustee, as
the case may be, need not make any independent inquiry or investigation as to,
and shall have no obligation or liability in respect of, the sufficiency,
validity or correctness of such procedures.

     Such report will also indicate that the firm is independent of Servicer
within the meaning of the Code of Professional Ethics of the American Institute
of Certified Public Accountants.

     SECTION 4.12. Access to Certain Documentation and Information Regarding
Receivables. Servicer shall provide to the Certificateholders, Noteholders, Bank
Regulatory Authorities, and the supervisory agents and examiners of Bank
Regulatory Authorities access to the Receivable Files in such cases where the
Certificateholders, Noteholders or Bank Regulatory Authorities shall be required
by applicable statutes or regulations to review such documentation as
demonstrated by evidence satisfactory to Servicer in its reasonable judgment.
Access shall be afforded without charge, but only upon

                                       18           SALE AND SERVICING AGREEMENT
<PAGE>

reasonable request and during the normal business hours at the respective
offices of Servicer. Nothing in this Section shall affect the obligation of
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors and the failure of Servicer to provide access to
information as a result of such obligation shall not constitute a breach of this
Section. Any Holder, by its acceptance of a Certificate or Note, as applicable,
shall be deemed to have agreed to keep any information obtained by it pursuant
to this Section confidential and not to use such information for any other
purpose, except as required by applicable law.

     SECTION 4.13. Reports to the Commission. Servicer shall, on behalf of the
Issuer, cause to be filed with the Commission any periodic reports required to
be filed under the provisions of the Exchange Act, and the rules and regulations
of the Commission thereunder. Seller shall, at its expense, cooperate in any
reasonable request made by Servicer in connection with such filings.

     SECTION 4.14. Reports to the Rating Agencies. Servicer shall deliver to
each Rating Agency a copy of all reports or notices furnished or delivered
pursuant to this Article and a copy of any amendments, supplements or
modifications to this Agreement and any other information reasonably requested
by such Rating Agency to monitor this transaction.

     SECTION 4.15. Servicer Expenses. Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder, including
fees and disbursements of the Owner Trustee, Indenture Trustee, independent
accountants, taxes imposed on Servicer and expenses incurred in connection with
distributions and reports to Certificateholders and Noteholders.

ARTICLE V.     DISTRIBUTIONS; RESERVE ACCOUNT;
               STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS.

     SECTION 5.1.   Establishment of Trust Accounts. (a) Servicer shall cause to
be established:

               (i)  For the benefit of the Noteholders and the
     Certificateholders, in the name of Indenture Trustee, an Eligible Deposit
     Account (the "Collection Account"), bearing a designation clearly
     indicating that the funds deposited therein are held for the benefit of the
     Noteholders and the Certificateholders.

               (ii) For the benefit of the Noteholders, in the name of
     Indenture Trustee, an Eligible Deposit Account (the "Note Distribution

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<PAGE>

     Account"), bearing a designation clearly indicating that the funds
     deposited therein are held for the benefit of the Noteholders.

               (iii) For the benefit of the Noteholders and the
     Certificateholders, in the name of Indenture Trustee, an Eligible Deposit
     Account (the "Payahead Account"), bearing a designation clearly indicating
     that the funds therein are held for the benefit of the Noteholders and the
     Certificateholders.

     (b)  Funds on deposit in the Collection Account, the Note Distribution
Account, the Payahead Account and the Reserve Account (collectively the "Trust
Accounts") and the Certificate Distribution Account shall be invested by
Indenture Trustee with respect to the Trust Accounts (or any custodian with
respect to funds on deposit in any such account) in Eligible Investments
selected in writing by Servicer (pursuant to standing instructions or
otherwise); provided that it is understood and agreed that neither Servicer,
Indenture Trustee nor Owner Trustee shall be liable for any loss arising from
such investment in Eligible Investments. All such Eligible Investments shall be
held by or on behalf of Indenture Trustee for the benefit of the Noteholders and
the Certificateholders; provided that on each Distribution Date all interest and
other investment income (net of losses and investment expenses) on funds on
deposit in the Trust Accounts shall be distributed to Seller and shall not be
available to pay the distributions provided for in Section 5.5 and shall not
otherwise be subject to any claims or rights of Holders. Other than as permitted
by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested
in Eligible Investments that will mature so that such funds will be available at
the close of business on the Deposit Date preceding the next Distribution Date.
No Eligible Investment shall be sold or otherwise disposed of prior to its
scheduled maturity unless a default occurs with respect to such Eligible
Investment and Servicer directs Indenture Trustee in writing to dispose of such
Eligible Investment. Funds deposited in a Trust Account on a Deposit Date which
immediately precedes a Distribution Date upon the maturity of any Eligible
Investments are not required to be (but are permitted to be) invested overnight.

     (c)  Indenture Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Trust Accounts and in all proceeds
thereof (excluding investment income thereon) and all such funds, investments
and proceeds shall be part of the Owner Trust Estate. Except as otherwise
provided herein, the Trust Accounts shall be under the sole dominion and control
of Indenture Trustee for the benefit of the Noteholders and the
Certificateholders; provided, however, the Indenture Trustee shall not be
charged with any obligation for the benefit of the Certificateholders except as
provided by the terms of this Agreement. If, at any time, any of the Trust
Accounts or the Certificate Distribution Account ceases to be an Eligible
Deposit Account, Indenture Trustee

                                       20           SALE AND SERVICING AGREEMENT
<PAGE>

(or Servicer on its behalf) or Owner Trustee, as applicable, shall within 10
Business Days (or such longer period as to which each Rating Agency may consent)
establish a new Trust Account or Certificate Distribution Account, as
applicable, as an Eligible Deposit Account and shall transfer any cash and/or
any investments to such new Trust Account or new Certificate Distribution
Account, as applicable. In connection with the foregoing, Servicer agrees that,
in the event that any of the Trust Accounts are not accounts with Indenture
Trustee, Servicer shall notify Indenture Trustee in writing promptly upon any of
such Trust Accounts ceasing to be an Eligible Deposit Account.

     (d)  With respect to the Trust Account Property, each of Indenture Trustee
agrees, by its respective acceptance hereof, that:

               (i)   any Trust Account Property that is held in deposit accounts
     shall be held solely in the Eligible Deposit Accounts and, except as
     otherwise provided herein, each such Eligible Deposit Account shall be
     subject to the exclusive custody and control of Indenture Trustee with
     respect to the Trust Accounts, and, except as otherwise provided in the
     Basic Documents, Indenture Trustee shall have sole signature authority with
     respect thereto;

               (ii)  any Trust Account Property that constitutes Physical
     Property shall be delivered to Indenture Trustee, in accordance with
     paragraph (a) of the definition of "Delivery" and shall be held, pending
     maturity or disposition, solely by Indenture Trustee, or a financial
     intermediary (as such term is defined in Section 8-313(4) of the UCC)
     acting solely for Indenture Trustee;

               (iii) any Trust Account Property that is a book-entry security
     held through the Federal Reserve System pursuant to Federal book-entry
     regulations shall be delivered in accordance with paragraph (b) of the
     definition of "Delivery" and shall be maintained by Indenture Trustee
     pending maturity or disposition, through continued book-entry registration
     of such Trust Account Property as described in such paragraph; and

               (iv)  any Trust Account Property that is an "uncertificated
     security" under Article 8 of the UCC and that is not governed by clause
     (iii) above shall be delivered to Indenture Trustee in accordance with
     paragraph (c) of the definition of "Delivery" and shall be maintained by
     Indenture Trustee pending maturity or disposition, through continued
     registration of Indenture Trustee's (or its nominee's) ownership of such
     security.

                                       21           SALE AND SERVICING AGREEMENT
<PAGE>

Effective upon Delivery of any Trust Account Property, Indenture Trustee shall
be deemed to have represented that it has purchased such Trust Account Property
for value, in good faith and without notice of any adverse claim thereto.

     SECTION 5.2  Collections. (a) Servicer shall remit within two Business
Days of receipt thereof to the Collection Account all payments by or on behalf
of the Obligors with respect to the Receivables (other than any amounts
constituting Supplemental Servicing Fees) and all Liquidation Proceeds, both as
collected during the Collection Period. Notwithstanding the foregoing, if
AmSouth  is the Servicer and (i) shall have the Required Rating or (ii)
Indenture Trustee otherwise shall have received written notice from each of the
Rating Agencies that the then outstanding rating on the Notes or the
Certificates would not be lowered or withdrawn as a result, Servicer may deposit
all amounts referred to above for any Collection Period into the Collection
Account not later than the close of business on the Deposit Date with respect to
such Collection Period; provided that (i) if a Servicer Termination Event has
occurred and is continuing, (ii) Servicer has been terminated as such pursuant
to Section 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer
shall deposit such amounts (including any amounts then being held by Servicer)
into the Collection Account as provided in the preceding sentence. For purposes
of this Article V the phrase "payments by or on behalf of Obligors" shall mean
payments made with respect to the Receivables by Persons other than Servicer,
Seller or any Seller Affiliate.

     (b) With respect to each Receivable (other than a Purchased Receivable or a
Precomputed Receivable), collections and payments by or on behalf of the Obligor
(other than any amounts constituting Supplemental Servicing Fees) for each
Collection Period shall be applied to interest and principal in accordance with
the Simple Interest Method, as applied by Servicer. Any excess shall be applied
to prepay the Receivable. All Liquidation Proceeds shall be treated as Interest
Collections.

     (c) With respect to each Precomputed Receivable, collections and payments
by or on behalf of an Obligor (other than any amounts constituting Supplemental
Servicing Fees) for each Collection Period shall be applied to the scheduled
payments due on such Precomputed Receivable for such Collection Period. To the
extent such collections and payments on a Precomputed Receivable during a
Collection Period exceed the scheduled payment on such Precomputed Receivable
and are insufficient to prepay the Precomputed Receivable in full, collections
shall be treated as Payaheads until such later Collection Period as such
Payaheads may be transferred to the Collection Account and applied either to the
scheduled payments due or to prepay the Precomputed Receivable in full in
accordance with Section 5.5.

                                       22           SALE AND SERVICING AGREEMENT
<PAGE>

     SECTION 5.3  [Reserved].

     SECTION 5.4  Additional Deposits. Servicer and Seller shall deposit or
cause to be deposited in the Collection Account the aggregate Purchase Amounts
with respect to Purchased Receivables and Seller or Servicer shall deposit
therein all amounts, if any, to be paid under Section 9.1. All such deposits
shall be made not later than the Deposit Date following the end of the related
Collection Period.

     SECTION 5.5  Distributions. (a) On each Determination Date, Servicer shall
calculate all amounts required to determine the amounts to be deposited on the
related Distribution Date from the Reserve Account and the Payahead Account into
the Collection Account and from the Collection Account into the Note
Distribution Account, the Certificate Distribution Account and the Payahead
Account.

     (b) On or before each Distribution Date, Servicer shall instruct Indenture
Trustee in writing (based on the information contained in the Servicer's Report
delivered on the related Determination Date pursuant to Section 4.9) to, and the
Indenture Trustee shall:

               (i)   withdraw from the Payahead Account and deposit in the
     Collection Account, in immediately available funds, (x) with respect to
     each Precomputed Receivable for which the payments made by or on behalf of
     the Obligor for the related Collection Period are less than the scheduled
     payment for the related Collection Period, the amount of Payaheads, if any,
     made with respect to such Receivable which, when added to the amount of
     such payments, is equal to the amount of such scheduled payment, (y) with
     respect to each Precomputed Receivable for which prepayments insufficient
     to prepay the Receivable in full have been made by or on behalf of the
     Obligor for the related Collection Period, the amount of Payaheads, if any,
     made with respect to such Receivable which, when added to the amount of
     such prepayments, is equal to an amount sufficient to prepay such
     Receivable in full, and (z) the amount of all Payaheads, if any, made with
     respect to any Purchased Receivable;

               (ii)   withdraw from the Collection Account and deposit in the
     Payahead Account (or receive from the Servicer, which will remit to the
     Indenture Trustee for deposit in the Payahead Account, as the case may be),
     in immediately available funds, the aggregate amount of Collections on
     Precomputed Receivables treated as Payaheads pursuant to Section 5.2 for
     the Collection Period related to such Distribution Date; and

                                       23           SALE AND SERVICING AGREEMENT
<PAGE>

               (iii)  withdraw from the Reserve Account and deposit in the
     Collection Account the Reserve Account Transfer Amount for such
     Distribution Date.

     (c) Subject to the last paragraph of this Section 5.5(c), on each
Distribution Date, Servicer shall instruct Indenture Trustee in writing (based
on the information contained in the Servicer's Report delivered on the related
Determination Date pursuant to Section 4.9) to make, and Indenture Trustee shall
make, the following deposits and distributions from the Collection Account for
deposit in the applicable account by 11:00 a.m. (New York time), to the extent
of the Total Distribution Amount, in the following order of priority:

               (i)    to Servicer, from the Total Distribution Amount, the
     Servicing Fee for the related Collection Period and all accrued and unpaid
     Servicing Fees for prior Collection Periods;

               (ii)   to the Note Distribution Account, from the Total
     Distribution Amount remaining after the application of clause (i), the
     Noteholders' Interest Distributable Amount;

               (iii)  to the Certificate Distribution Account, from the Total
     Distribution Amount remaining after the application of clause (i) and
     clause (ii), the Certificateholders'  Interest Distributable Amount;

               (iv)   to the Note Distribution Account, from the Total
     Distribution Amount remaining after the application of clause (i) through
     clause (iii), the Noteholders' Principal Distributable Amount;

               (v)    to the Note Distribution Account (or, if the Outstanding
     Amount of the Notes has been reduced to zero, to the Certificate
     Distribution Account) for distribution in respect of principal, from the
     Total Distribution Amount remaining after the application of clause (i)
     through clause (iv), the lesser of (A) such remaining Total Distribution
     Amount and (B) the Additional Principal Distributable Amount for such
     Distribution Date;

               (vi)   to the Certificate Distribution Account, from the Total
     Distribution Amount remaining after the application of clauses (i) through
     (v), the Certificateholders' Principal Distributable Amount;

               (vii)  to the Reserve Account, from the Total Distribution Amount
     remaining after the application of clauses (i) through (vi), until the
     amount on deposit in the Reserve Account equals the Specified Reserve
     Account Balance;

                                       24           SALE AND SERVICING AGREEMENT
<PAGE>

               (viii)  to the Servicer, Additional Servicing for such
     Distribution Date; and

               (ix)    to Seller, any amounts remaining.

     Notwithstanding the foregoing, following the occurrence and during the
continuation of an Event of Default which has resulted in an acceleration of the
Notes, the Total Distribution Amount remaining after the application of clause
(i) and (ii) above will be deposited in the Note Distribution Account to the
extent necessary to reduce the principal amount of the Notes to zero in
accordance with and in the priority set forth in Section 5.4 of the Indenture,
and the Certificateholders will not receive any distributions until the
principal amount and accrued interest on the Notes have been paid in full. In
the event that the Collection Account is maintained with an institution other
than Indenture Trustee, Indenture Trustee shall instruct and cause such
institution to make all deposits and distributions pursuant to this Section
5.5(c) on the related Deposit Date.

     (d) Indenture Trustee shall continue to perform its duties under this
Agreement after the Outstanding Amount of the Notes has been reduced to zero and
the Indenture has been discharged in accordance with its terms.  The
protections, immunities and standard of care afforded the Indenture Trustee
under the Indenture shall apply to the performance of its duties hereunder.

     SECTION 5.6  Statements to Certificateholders and Noteholders. On each
Determination Date, Servicer shall provide to Indenture Trustee (with a copy to
each Rating Agency) written instructions for Indenture Trustee to forward to
each Noteholder of record, to each Paying Agent, if any, and to Owner Trustee
for Owner Trustee to forward to each Certificateholder of record, a statement
substantially in the form of Exhibit A setting forth at least the following
information as to the Notes and the Certificates to the extent applicable:

     (a) the amount of such distribution allocable to principal of each class of
Notes and to the Certificate Balance of the Certificates;

     (b) the amount of such distribution allocable to interest on or with
respect to each class of Notes and to the Certificates;

     (c) the Pool Balance as of the close of business on the last day of the
preceding Collection Period;

     (d) the aggregate outstanding principal balance of each class of the Notes,
the Note Pool Factor for each such class, the Certificate Balance and the

                                       25           SALE AND SERVICING AGREEMENT
<PAGE>

Certificate Pool Factor after giving effect to payments allocated to principal
reported under clause (a) above;

     (e) the amount of the Servicing Fee paid to Servicer with respect to the
related Collection Period and with respect to previously accrued and unpaid
Servicing Fees;

     (f) the amount of the aggregate Realized Losses, if any, for such
Collection Period;

     (g) the Reserve Account Transfer Amount, if any, for such Distribution
Date, the Specified Reserve Account Balance for such Distribution Date, the
amount distributed to Seller from the Reserve Account on such Distribution Date,
and the balance of the Reserve Account (if any) on such Distribution Date, after
giving effect to changes therein on such Distribution Date;

     (h) the Noteholders' Interest Carryover Shortfall, the Certificateholders'
Interest Carryover Shortfall, the Noteholders' Principal Carryover Shortfall,
and the Certificateholders' Principal Carryover Shortfall, if any, in each case
as applicable to each class of Securities, and the change in such amounts from
the preceding statement;

     (i) the Additional Principal Distributable Amount for such Distribution
Date;

     (j) the aggregate Purchase Amounts paid by Seller or Servicer with respect
to the related Collection Period; and

     (k) the number, and aggregate Principal Balance outstanding, of Receivables
past due 30-59, 60-89 and 90 and over 90 days.

Each amount set forth pursuant to paragraph (a), (b), (e) or (h) above shall be
expressed as a dollar amount per $1,000 of the initial principal balance of the
Notes (or class thereof) or the initial Certificate Balance, as applicable.

     SECTION 5.7  Net Deposits. As an administrative convenience, unless
Servicer is required to remit Collections within two Business Days of receipt
thereof, Servicer will be permitted to make the deposit of Collections and
Purchase Amounts for or with respect to the Collection Period net of
distributions to be made to Servicer with respect to the Collection Period.
Servicer, however, will account to Owner Trustee, Indenture Trustee, the
Noteholders and the Certificateholders as if all deposits, distributions and
transfers were made individually.

                                       26           SALE AND SERVICING AGREEMENT
<PAGE>

     SECTION 5.8  Reserve Account.  (a) Seller shall establish and maintain in
the name of the Indenture Trustee, as agent for the Issuer, the Noteholders and
Certificateholders, an Eligible Deposit Account (the "Reserve Account").  The
Reserve Account shall be initially established and maintained with the Indenture
Trustee (the "Securities Intermediary").  On the Closing Date, Seller shall
deposit or cause to be deposited in the Reserve Account an amount equal to the
Reserve Account Deposit.

     (b) Indenture Trustee shall, at the written direction of Servicer, direct
the Securities Intermediary to invest funds on deposit in the Reserve Account in
Eligible Investments selected by Servicer and confirmed in writing by Servicer
to Indenture Trustee; provided that it is understood and agreed that none of
Indenture Trustee, Securities Intermediary, Servicer or Issuer shall be liable
for any loss arising from such investment in Eligible Investments.  Funds on
deposit in the Reserve Account shall be invested in Eligible Investments that
will mature so that all such funds will be available at the close of business on
each Deposit Date; provided that to the extent permitted by the Rating Agencies
following written request by Servicer, funds on deposit in the Reserve Account
may be invested in Eligible Investments that mature later than the next Deposit
Date. Funds deposited in the Reserve Account on a Deposit Date upon the maturity
of any Eligible Investments are not required to be (but may be) invested
overnight.

     (c) The Securities Intermediary hereby expressly agrees with the Indenture
Trustee that:  (i) all matters relating to the Reserve Account shall be governed
by the laws of the State of ___________; (ii) all Eligible Investments held by
the Securities Intermediary on behalf of the Indenture Trustee in the Reserve
Account shall be treated as "financial assets" (as defined in Article 8 of the
_________________ Uniform Commercial Code; (iii) the Securities Intermediary
will treat the Indenture Trustee as entitled to exercise the rights comprising
the investments or financial assets credited to the Reserve Account; (iv) the
financial assets credited to the Reserve Account shall not be registered in the
name of, payable to the order of, or specially indorsed to the Indenture
Trustee; and (v) the Securities Intermediary will not agree to comply with
entitlement orders originated by any Person with respect to the investments or
financial assets held in the Reserve Account other than the Indenture Trustee.

     (d) The Reserve Account shall be under the sole custody and control of
Indenture Trustee.  If, at any time, the Reserve Account ceases to be an
Eligible Deposit Account, Indenture Trustee shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) establish a new Reserve Account as an Eligible Deposit
Account and shall transfer or cause to be transferred any cash and/or any
investments that are in the existing account which is no longer an Eligible
Deposit Account to such new Reserve Account.

                                       27           SALE AND SERVICING AGREEMENT
<PAGE>

     (e) Amounts on deposit in the Reserve Account will be released to Seller on
each Distribution Date to the extent that the amount credited to the Reserve
Account would exceed the Specified Reserve Account Balance.  Upon any
distribution to Seller of amounts from the Reserve Account, the Holders will not
have any rights in, or claims to, such amounts.  Amounts distributed to Seller
from the Reserve Account in accordance with this Section shall not be available
under any circumstances to Issuer, Owner Trustee, Indenture Trustee or the
Holders and Seller shall in no event thereafter be required to refund any such
distributed amounts.

     (f) With respect to the Reserve Account Property, Seller, Issuer and the
Indenture Trustee agree that the Reserve Account Deposit and all other funds and
Reserve Account Property shall be delivered to Indenture Trustee for credit to
the Reserve Account.  In addition:

               (i)     any Reserve Account Property that constitutes Physical
     Property shall be delivered to Indenture Trustee in accordance with
     paragraph (a) of the definition of "Delivery" and shall be held, pending
     maturity or disposition, solely by Indenture Trustee or a financial
     intermediary (as such term is defined in Section 8-313(4) of the UCC)
     acting solely for Indenture Trustee;

               (ii)    any Reserve Account Property that is a book entry
     security held through the Federal Reserve System pursuant to Federal book-
     entry regulations shall be delivered in accordance with paragraph (b) of
     the definition of "Delivery" and shall be maintained by Indenture Trustee
     pending maturity or disposition, through continued book entry registration
     of such Reserve Account Property as described in such paragraph; and

               (iii)   any Reserve Account Property that is an "uncertificated
     security" under Article 8 of the UCC and that is not governed by clause
     (ii) above shall be delivered to Indenture Trustee in accordance with
     paragraph (c) of the definition of "Delivery" and shall be maintained by
     Indenture Trustee pending maturity or disposition, through continued
     registration of Indenture Trustee's (or its nominee's) ownership of such
     security.

Effective upon the crediting of any Reserve Account Property to the Reserve
Account, Indenture Trustee shall be deemed to have represented that it has
purchased such Reserve Account Property for value, in good faith and without
notice of any adverse claim thereto.

                                       28           SALE AND SERVICING AGREEMENT
<PAGE>

     (g)  Issuer and Servicer agree to take or cause to be taken such further
actions, to execute, deliver and file or cause to be executed, delivered and
filed such further documents and instruments (including any UCC financing
statements or this Agreement) as may be determined to be necessary, in an
Opinion of Counsel to Issuer delivered to Owner Trustee and Indenture Trustee in
order to perfect the interests created by this Section 5.8 and otherwise fully
to effectuate the purposes, terms and conditions of this Section 5.8. Issuer and
Servicer shall:

          (1) promptly execute, deliver and file any financing statements,
     amendments, continuation statements, assignments, certificates and other
     documents with respect to such interests and perform all such other acts as
     may be necessary in order to perfect or to maintain the perfection of
     Indenture Trustee's security interest; and

          (2) make the necessary filings of financing statements or amendments
     thereto within five days after the occurrence of any of the following: (1)
     any change in their respective names or any trade names, (2) any change in
     the location of their respective chief executive offices or principal
     places of business and (3) any merger or consolidation or other change in
     their respective identities or corporate structures; and shall promptly
     notify Owner Trustee and Indenture Trustee of any such filings.

     (h)  Investment earnings attributable to the Reserve Account Property and
proceeds therefrom shall be held by Indenture Trustee for the benefit of Seller.
Investment earnings attributable to the Reserve Account Property shall not be
available to pay the distributions provided for in Section 5.5 and shall not
otherwise be subject to any claims or rights of the Holders or Servicer.
Indenture Trustee shall cause all investment earnings attributable to the
Reserve Account to be distributed on each Distribution Date to Seller.

     (i)  Seller may at any time, without consent of Holders, sell, transfer,
convey or assign in any manner its rights to and interests in distributions from
the Reserve Account provided that (i) the Rating Agencies confirm in writing
that such action will not result in a reduction or withdrawal of the rating of
any class of Notes or Certificates, (ii) Seller provides to Owner Trustee and
Indenture Trustee an Opinion of Counsel from independent counsel that such
action will not cause Issuer to be classified as an association (or publicly
traded partnership) taxable as a corporation for federal income tax purposes and
(iii) such transferee or assignee agrees in writing to take positions for
federal income tax purposes consistent with the federal income tax positions
agreed to be taken by Seller.

                                       29           SALE AND SERVICING AGREEMENT
<PAGE>

ARTICLE VI.  SELLER.

     SECTION 6.1  Representations of Seller. Seller makes the following
representations on which Issuer is deemed to have relied in acquiring the
Receivables and the other properties and rights included in the Owner Trust
Estate. The representations speak as of the execution and delivery of this
Agreement and shall survive the sale of the Receivables to Issuer and the pledge
thereof to Indenture Trustee pursuant to the Indenture.

     (a) Organization and Good Standing. Seller has been duly organized and is
validly existing as a Delaware limited liability company in good standing under
the laws of the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are presently owned
and such business is presently conducted and had at all relevant times, and has,
full power, authority and legal right to acquire, own and sell the Receivables
and the other properties and rights included in the Owner Trust Estate assigned
to Issuer pursuant to Article II.

     (b) Power and Authority. Seller has the power, authority and legal right to
execute and deliver this Agreement and the Basic Documents to which it is a
party and to carry out their respective terms and to sell and assign the
property to be sold and assigned to and deposited with Issuer as the Owner Trust
Estate; and the execution, delivery and performance of this Agreement and the
Basic Documents to which it is a party have been duly authorized by Seller by
all necessary corporate action.

     (c) No Consent Required. No approval, authorization, consent, license or
other order or action of, or filing or registration with, any governmental
authority, bureau or agency is required in connection with the execution,
delivery or performance of this Agreement or the Basic Documents to which it is
a party or the consummation of the transactions contemplated hereby or thereby,
other than (i) as may be required under the blue sky or securities laws of any
State or the Securities Act of 1933, as amended, and (ii) the filing of UCC
financing statements.

     (d) Valid Sale; Binding Obligation. Seller intends this Agreement to effect
a valid sale, transfer, and assignment of the Receivables and the other
properties and rights included in the Owner Trust Estate conveyed by Seller to
Issuer hereunder, enforceable against creditors of and purchasers from Seller;
and each of this Agreement and the Basic Documents to which it is a party
constitutes a legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with its respective terms, subject, as to enforceability,
to applicable bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation

                                       30           SALE AND SERVICING AGREEMENT
<PAGE>

and other similar laws affecting enforcement of the rights of creditors
generally and to equitable limitations on the availability of specific remedies.

     (e) No Violation. The execution, delivery and performance by Seller of this
Agreement and the Basic Documents to which it is a party and the consummation of
the transactions contemplated hereby and thereby will not conflict with, result
in any material breach of any of the terms and provisions of, constitute (with
or without notice or lapse of time) a material default under or result in the
creation or imposition of any Lien upon any of its material properties pursuant
to the terms of, (i) the certificate of incorporation or bylaws of Seller, (ii)
any material indenture, contract, lease, mortgage, deed of trust or other
instrument or agreement to which Seller is a party or by which Seller is bound,
or (iii) any law, order, rule or regulation applicable to Seller of any federal
or state regulatory body, any court, administrative agency, or other
governmental instrumentality having jurisdiction over Seller.

     (f) No Proceedings. There are no proceedings or investigations pending, or,
to the knowledge of Seller, threatened, before any court, regulatory body,
administrative agency, or other tribunal or governmental instrumentality having
jurisdiction over Seller or its properties: (i) asserting the invalidity of this
Agreement, any other Basic Document, the Notes or the Certificates, (ii) seeking
to prevent the issuance of the Notes or Certificates or the consummation of any
of the transactions contemplated by this Agreement or any other Basic Document,
(iii) seeking any determination or ruling that might materially and adversely
affect the performance by Seller of its obligations under, or the validity or
enforceability of, this Agreement, any other Basic Document, the Notes or the
Certificates, to the extent applicable, or (iv) that may materially and
adversely affect the federal or state income, excise franchise or similar tax
attributes of the Certificates.

     (g) Chief Executive Office. The chief executive office of Seller is 1900
5th Avenue North, AmSouth/SONAT Tower, Birmingham, Alabama 35288.

      SECTION 6.2  Continued Existence. During the term of this Agreement,
subject to Section 6.4, Seller will keep in full force and effect its existence,
rights and franchises as a limited liability company organized under the laws of
the State of Delaware and will obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated
hereby.

                                       31           SALE AND SERVICING AGREEMENT
<PAGE>

     SECTION 6.3  Liability of Seller; Indemnities. Seller shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by Seller under this Agreement.

     (a) Seller shall indemnify, defend and hold harmless Issuer, Owner Trustee
and Indenture Trustee and their respective officers, directors, employees and
agents from and against any taxes that may at any time be asserted against any
such Person with respect to, and on the date of, the sale of the Receivables to
Issuer or the issuance and original sale of the Notes and Certificates,
including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes (but, in the case of all indemnified
Persons other than Issuer, not including any taxes asserted with respect to
Federal or other income taxes arising out of transactions contemplated by this
Agreement and the other Basic Documents) and costs and expenses in defending
against the same.

     (b) Seller shall indemnify, defend and hold harmless Issuer, Owner Trustee,
Indenture Trustee, the Certificateholders and the Noteholders and the respective
officers, directors, employees and agents of Issuer, Owner Trustee and Indenture
Trustee from and against any and all costs, expenses, losses, claims, damages
and liabilities to the extent arising out of, or imposed upon such Person
through or as a result of (i) Seller's willful misfeasance, bad faith or gross
negligence (other than errors in judgment) in the performance of its duties
under this Agreement, or by reason of reckless disregard of its obligations and
duties under this Agreement, (ii) Seller's violation of Federal or state
securities laws in connection with the offering and sale of the Notes and the
Certificates or in connection with any application relating to the Notes or
Certificates under any state securities laws and (iii) the failure of any
Receivable conveyed by it to Issuer hereunder, or the sale of the related
Financed Vehicle, to comply with all requirements of applicable law.

     (c) Seller shall be liable as primary obligor for, and shall indemnify,
defend and hold harmless Owner Trustee, Indenture Trustee and their respective
officers, directors, employees and agents from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of, or incurred in
connection with, the acceptance or performance of the trusts and duties set
forth herein and in the Trust Agreement, in the case of Owner Trustee, and
herein and in the Indenture, in the case of Indenture Trustee, except to the
extent that such cost, expense, loss, claim, damage or liability: (i) in the
case of Owner Trustee, shall be due to the willful misfeasance, bad faith or
negligence (except for errors in judgment) of Owner Trustee, or, in the case of
Indenture Trustee, shall be due to the willful misfeasance, bad faith or
negligence of Indenture Trustee; (ii) in the case of Owner Trustee, shall arise
from the breach by Owner Trustee of any of its representations or warranties set
forth in the Trust Agreement or any other Basic Document; or (iii) in the case
of Indenture Trustee, shall arise from the

                                       32           SALE AND SERVICING AGREEMENT
<PAGE>

breach by Indenture Trustee of any of its representations and warranties or
covenants set forth in the Indenture. Such liability shall survive the
termination of Issuer, the discharge of the Notes and Certificates and removal
or resignation of such Indenture Trustee or Owner Trustee.

     (d) Seller shall pay any and all taxes levied or assessed upon the Issuer
or upon all or any part of the Owner Trust Estate.

Indemnification under this Section shall survive the resignation or removal of
Owner Trustee or Indenture Trustee and the termination of this Agreement or the
Indenture or the Trust Agreement, as applicable, and shall include reasonable
fees and expenses of counsel and other expenses of litigation. If Seller shall
have made any indemnity payments pursuant to this Section and the Person to or
on behalf of whom such payments are made thereafter shall collect any of such
amounts from others, such Person shall promptly repay such amounts to Seller,
without interest.

     SECTION 6.4  Merger or Consolidation of, or Assumption of the Obligations
of, Seller. Any Person (a) into which Seller may be merged or consolidated, (b)
which may result from any merger or consolidation to which Seller shall be a
party or (c) which may succeed to the properties and assets of Seller
substantially as a whole, shall be the successor to Seller without the execution
or filing of any document or any further act by any of the parties to this
Agreement; provided that Seller hereby covenants that it will not consummate any
of the foregoing transactions except upon satisfaction of the following: (i) the
surviving Seller if other than Special Purpose Entity, executes an agreement of
assumption to perform every obligation of Seller under this Agreement, (ii)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 3.1 or 6.1 shall have been breached, (iii)
Seller shall have delivered to Owner Trustee and Indenture Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with, and that the Rating Agency
Condition shall have been satisfied with respect to such transaction, (iv) the
surviving Seller shall have a consolidated net worth at least equal to that of
the predecessor Seller, (v) such transaction will not result in a material
adverse federal or state tax consequence to Issuer, the Noteholders or the
Certificateholders and (vi) unless Special Purpose Entity is the surviving
entity, Seller shall have delivered to Owner Trustee and Indenture Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary fully to preserve and protect the
interest of Owner Trustee and Indenture Trustee, respectively, in the
Receivables and reciting the details of

                                       33           SALE AND SERVICING AGREEMENT
<PAGE>

such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.

     SECTION 6.5.  Limitation on Liability of Seller and Others. Seller and any
director or officer or employee or agent of Seller may rely in good faith on the
advice of counsel or on any document of any kind, prima facie properly executed
and submitted by any Person respecting any matters arising under any Basic
Document (provided that such reliance shall not limit in any way Seller's
obligations under Section 3.2 or 6.3). Seller shall not be under any obligation
to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under this Agreement, and that in its opinion may involve it
in any expense or liability.

     SECTION 6.6.  Seller May Own Certificates or Notes. Seller and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Certificates or Notes with the same rights as it would have if it
were not Seller or an Affiliate thereof, except as expressly provided herein or
in any Basic Document. Except as set forth herein or in the other Basic
Documents, Notes and Certificates so owned by or pledged to Seller or any such
Affiliate shall have an equal and proportionate benefit under the provisions of
this Agreement and the other Basic Documents, without preference, priority, or
distinction as among all of the Notes and Certificates.

     SECTION 6.7.  Indebtedness of Seller.  Seller shall provide written notice
to the Rating Agencies at least thirty (30) days prior to the date it incurs any
material indebtedness or assumes or guarantees any material indebtedness of any
other entity in connection with the acquisition or transfer of receivables
(other than the Receivables) or the issuance and sale of securities (other than
the Notes and Certificates) secured by or evidencing beneficial ownership
interests in such receivables, or any other activity set forth in Section _____
of its limited liability company agreement or incurs any material, non-
incidental indebtedness in connection with the accomplishment of any of the
foregoing.

ARTICLE VII.  SERVICER.

     SECTION 7.1.  Representations of Servicer. Servicer makes the following
representations on which Issuer is deemed to have relied in acquiring the
Receivables and the other properties and rights included in the Owner Trust
Estate. The representations speak as of the execution and delivery of the
Agreement and shall survive the sale, transfer and assignment of the Receivables
to Issuer and the pledge thereof to Indenture Trustee pursuant to the Indenture.

     (a)  Organization and Good Standing. Servicer has been duly organized and
is validly existing as a state banking corporation in good standing under the

                                       34           SALE AND SERVICING AGREEMENT
<PAGE>

laws of the State of Alabama, with the power and authority to own its properties
and to conduct its business as such properties are presently owned and such
business is presently conducted, and had at all relevant times, and shall have,
the power, authority and legal right to service the Receivables and the other
properties and rights included in the Owner Trust Estate.

     (b) Due Qualification. Servicer shall be duly qualified to do business as a
foreign corporation in good standing, and shall have obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease of
property or the conduct of its business (including the servicing of the
Receivables as required by this Agreement) shall require such qualifications.

     (c) Power and Authority. Servicer has the power, authority and legal right
to execute and deliver this Agreement and the Basic Documents to which it is a
party and to carry out their respective terms; and the execution, delivery and
performance of this Agreement and the Basic Documents to which it is a party
have been duly authorized by Servicer by all necessary corporate action.

     (d) No Consent Required. No approval, authorization, consent, license or
other order or action of, or filing or registration with, any governmental
authority, bureau or agency is required in connection with the execution,
delivery or performance of this Agreement, the Basic Documents to which it is a
party or the consummation of the transactions contemplated hereby or thereby,
other than (i) as may be required under the blue sky or securities laws of any
State or the Securities Act of 1933, as amended, and (ii) the filing of UCC
financing statements.

     (e) Binding Obligation. Each of this Agreement and the Basic Documents to
which it is a party constitutes a legal, valid and binding obligation of
Servicer, enforceable against Servicer in accordance with its respective terms,
subject, as to enforceability, to applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation and other similar
laws affecting enforcement of the rights of creditors of banks generally and to
equitable limitations on the availability of specific remedies.

     (f) No Violation. The execution, delivery and performance by Servicer of
this Agreement and the Basic Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby will not
conflict with, result in any material breach of any of the terms and provisions
of, constitute (with or without notice or lapse of time) a material default
under, or result in the creation or disposition of any Lien upon any of its
material properties pursuant to the terms of, (i) the [certificate of
incorporation] or bylaws of Servicer, (ii) any material indenture, contract,
lease, mortgage, deed of trust or other instrument or agreement to which
Servicer is a party or by which

                                       35           SALE AND SERVICING AGREEMENT
<PAGE>

Servicer is bound, or (iii) any law, order, rule or regulation applicable to
Servicer of any federal or state regulatory body, any court, administrative
agency, or other governmental instrumentality having jurisdiction over Servicer.

     (g) No Proceedings. There are no proceedings or investigations pending, or,
to Servicer's knowledge, threatened, before any court, regulatory body,
administrative agency, or tribunal or other governmental instrumentality having
jurisdiction over Servicer or its properties: (i) asserting the invalidity of
this Agreement, any other Basic Document, the Notes or the Certificates, (ii)
seeking to prevent the issuance of the Certificates or the Notes or the
consummation of any of the transactions contemplated by this Agreement or any
other Basic Document, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by Servicer of its obligations
under, or the validity or enforceability of, this Agreement, any other Basic
Document, the Notes or the Certificates, to the extent applicable, or (iv) that
may materially and adversely affect the federal or state income, excise,
franchise or similar tax attributes of the Certificates.

     SECTION 7.2.  Indemnities of Servicer.  (a) Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by Servicer under this Agreement.

     (b) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee, Indenture Trustee, Seller, the Certificateholders and the Noteholders
and any of the respective officers, directors, employees and agents of Issuer,
Owner Trustee, Indenture Trustee or Seller from any and all costs, expenses,
losses, claims, damages and liabilities (including reasonable attorneys' fees
and expenses) to the extent arising out of, or imposed upon any such Person
through, the gross negligence, willful misfeasance or bad faith (other than
errors in judgment) of Servicer in the performance of its obligations and duties
under this Agreement or in the performance of the obligations and duties of any
subservicer under any subservicing agreement.

     (c) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee, and Indenture Trustee and their respective officers, directors,
employees and agents from and against any taxes that may at any time be asserted
against any such Person with respect to the transactions contemplated in this
Agreement or in the other Basic Documents, including any sales, gross receipts,
general corporation, tangible or intangible personal property, franchise,
privilege, or license taxes, or any taxes of any kind which may be asserted
(but, in the case of all indemnified Persons other than Issuer, not including
any Federal or other income taxes arising out of transactions contemplated by
this Agreement and the other Basic Documents) against the Issuer, and costs and
expenses in defending against the same.

                                       36           SALE AND SERVICING AGREEMENT
<PAGE>

     (d) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee, Indenture Trustee, Seller, Certificateholders and the Noteholders or
any of the respective officers, directors, employees and agents of Issuer, Owner
Trustee, Indenture Trustee or Seller from any and all costs, expenses, losses,
claims, damages and liabilities (including reasonable attorneys' fees and
expenses) to the extent arising out of or imposed upon any such Person as a
result of any compensation payable to any subcustodian or subservicer (including
any fees payable in connection with the release of any Receivable File from the
custody of such subservicer or in connection with the termination of the
servicing activities of such subservicer with respect to any Receivable) whether
pursuant to the terms of any subservicing agreement or otherwise.

     (e) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee, Indenture Trustee, Seller, the Certificateholders and the Noteholders
or any of the respective directors, officers, employees and agents of Issuer,
Owner Trustee, Indenture Trustee and Seller from and against any and all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees and
expenses of counsel and expenses of litigation, arising out of or resulting from
the use, ownership, or operation of any Financed Vehicle.

     (f) Servicer shall indemnify, defend and hold harmless Indenture Trustee
and Owner Trustee or any of their respective officers, directors, employees and
agents from any and all costs, expenses, losses, claims, damages and liabilities
(including reasonable attorneys' fees and expenses) to the extent arising out of
the transactions contemplated by the Indenture, the Sale and Servicing Agreement
and the Administration Agreement unless such costs, expenses, losses, claims,
damages and liabilities are due to the negligence, willful misfeasance or bad
faith of the Indenture Trustee or Owner Trustee, respectively.

Indemnification under this Section shall survive the resignation or removal of
Owner Trustee or Indenture Trustee and the termination of this Agreement or the
Indenture or the Trust Agreement, as applicable, and shall include reasonable
fees and expenses of counsel and other expenses of litigation. If Servicer shall
have made any indemnity payments pursuant to this Section and the Person to or
on behalf of whom such payments are made thereafter shall collect any of such
amounts from others, such Person shall promptly repay such amounts to Servicer,
without interest.

     SECTION 7.3.  Merger or Consolidation of, or Assumption of the Obligations
of, Servicer. Any Person (a) into which Servicer may be merged or consolidated,
(b) which may result from any merger or consolidation to which Servicer shall be
a party, (c) which may succeed to the properties and assets of Servicer,
substantially as a whole, or (d) 50% of the voting stock of which is owned
directly or indirectly by AmSouth Bancorporation, may become the

                                       37           SALE AND SERVICING AGREEMENT
<PAGE>

successor to Servicer; provided that, unless AmSouth is the surviving party to
such transaction, Servicer hereby covenants that it will not consummate any of
the foregoing transactions except upon satisfaction of the following: (i) the
surviving Servicer if other than AmSouth, executes an agreement of assumption to
perform every obligation of Servicer under this Agreement, (ii) immediately
after giving effect to such transaction, no representation or warranty made
pursuant to Section 7.1 shall have been breached and no Servicer Termination
Event, and no event that, after notice or lapse of time, or both, would become a
Servicer Termination Event shall have occurred and be continuing, (iii) Servicer
shall have delivered to Owner Trustee and Indenture Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with, and that the Rating Agency
Condition shall have been satisfied with respect to such transaction, (iv) the
surviving Servicer shall have a consolidated net worth at least equal to that of
the predecessor Servicer, and (v) such transaction will not result in a material
adverse Federal or state tax consequence to Issuer, the Noteholders or the
Certificateholders.

     SECTION 7.4.  Limitation on Liability of Servicer and Others. Neither
Servicer nor any of its directors, officers, employees or agents shall be under
any liability to Issuer, the Noteholders or the Certificateholders, except as
provided under this Agreement, for any action taken or for refraining from the
taking of any action by Servicer or any subservicer pursuant to this Agreement
or for errors in judgment; provided that this provision shall not protect
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties (except for errors in judgment) or by reason of reckless
disregard of obligations and duties under this Agreement. Servicer or any
subservicer and any of their respective directors, officers, employees or agents
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising under this Agreement.

     Except as provided in this Agreement, Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action that shall be
incidental to its duties to service the Receivables in accordance with this
Agreement, and that in its opinion may involve it in any expense or liability;
provided that Servicer may (but shall not be required to) undertake any
reasonable action that it may deem necessary or desirable in respect of the
Basic Documents to protect the interests of the Certificateholders under this
Agreement and the Noteholders under the Indenture. In such event, the legal
expense and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Servicer.

                                       38           SALE AND SERVICING AGREEMENT
<PAGE>

     SECTION 7.5.  AmSouth Not To Resign as Servicer. Subject to the provisions
of Section 7.3, AmSouth hereby agrees not to resign from the obligations and
duties hereby imposed on it as Servicer under this Agreement except upon
determination that the performance of its duties hereunder shall no longer be
permissible under applicable law or if such resignation is required by
regulatory authorities. Notice of any such determination permitting the
resignation of AmSouth as Servicer shall be communicated to Owner Trustee and
Indenture Trustee at the earliest practicable time (and, if such communication
is not in writing, shall be confirmed in writing at the earliest practicable
time) and any such determination shall be evidenced by an Opinion of Counsel to
such effect delivered to Owner Trustee and Indenture Trustee concurrently with
or promptly after such notice. No such resignation shall become effective until
the earlier of Indenture Trustee or a Successor Servicer having assumed the
responsibilities and obligations of the resigning Servicer in accordance with
Section 8.2 or the date upon which any regulatory authority requires such
resignation.

     SECTION 7.6.  Existence. Subject to the provisions of Section 7.3, during
the term of this Agreement, AmSouth will keep in full force and effect its
existence, rights and franchises as an Alabama state banking corporation.

     SECTION 7.7.  Servicer May Own Notes or Certificates. The Servicer, and any
Affiliate of the Servicer, may, in its individual or any other capacity, become
the owner or pledgee of Notes or Certificates with the same rights as it would
have if it were not the Servicer or an Affiliate thereof, except as expressly
provided herein or in any Basic Document. Except as set forth herein or in the
other Basic Documents, Notes and Certificates so owned by or pledged to Servicer
or any such Affiliate shall have an equal and proportionate benefit under the
provisions of this Agreement and the other Basic Documents, without preference,
priority, or distinction as among all of the Notes and Certificates.

ARTICLE VII.  SERVICER TERMINATION EVENTS.

     SECTION 8.1.  Servicer Termination Event. If any one of the following
events (a "Servicer Termination Event") shall occur and be continuing:

      (a) any failure by Servicer to deliver to Indenture Trustee and Owner
Trustee the Servicer's Report in accordance with Section 4.9, or any failure by
Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit
in any of the Trust Accounts or the Certificate Distribution Account any
required payment or to direct Indenture Trustee or Owner Trustee to make any
required distributions therefrom that shall continue unremedied for a period of
five Business Days after written notice of such failure is received by Servicer
from

                                       39           SALE AND SERVICING AGREEMENT
<PAGE>

Owner Trustee or Indenture Trustee or after discovery of such failure by an
Authorized Officer of Servicer; or

     (b) failure on the part of Servicer or Seller duly to observe or to perform
in any material respect any other covenants or agreements of Servicer or Seller,
as applicable, set forth in this Agreement or any other Basic Document to which
it is a party, which failure shall (i) materially and adversely affect the
rights of either the Certificateholders or Noteholders and (ii) continue
unremedied for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given (A) to
Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner
Trustee and Indenture Trustee by the Holders of Notes evidencing not less than
25% of the Outstanding Amount of the Notes or Holders of Certificates evidencing
not less than 25% of the outstanding Certificate Balance, as applicable (or for
such longer period, not in excess of 120 days, as may be reasonably necessary to
remedy such default; provided that such default is capable of remedy within 120
days and Servicer delivers an Officer's Certificate to Owner Trustee and
Indenture Trustee to such effect and to the effect that Servicer or Seller, as
applicable, has commenced or will promptly commence, and will diligently pursue,
all reasonable efforts to remedy such default); or

     (c) an Insolvency Event occurs with respect to Servicer, Seller, any Seller
Affiliate or any of their respective successors;

then, and in each and every case, so long as any Servicer Termination Event
shall not have been remedied, either Indenture Trustee, or the Holders of Notes
evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no
Notes are then Outstanding, either the Owner Trustee or the Holders of
Certificates evidencing greater than 50% of the Certificate Balance), by notice
then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as
applicable, if given by the Holders) may terminate all the rights and
obligations (other than the obligations set forth in Section 7.2) of Servicer
under this Agreement. On or after the receipt by Servicer of such written
notice, all authority and power of Servicer under this Agreement, whether with
respect to the Notes, the Certificates or the Receivables or otherwise, shall,
without further action, pass to and be vested in Indenture Trustee or such
Successor Servicer as may be appointed under Section 8.2; and, without
limitation, Indenture Trustee and Owner Trustee are hereby authorized and
empowered to execute and deliver, on behalf of the predecessor Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Receivables and related documents, or otherwise. The
predecessor Servicer shall cooperate with the Successor Servicer, Indenture
Trustee and Owner Trustee in

                                       40           SALE AND SERVICING AGREEMENT
<PAGE>

effecting the termination of the responsibilities and rights of the predecessor
Servicer under this Agreement, including the transfer to the Successor Servicer
for administration by it of all cash amounts that shall at the time be held by
the predecessor Servicer for deposit, or shall thereafter be received by it with
respect to a Receivable. Servicer shall promptly transfer its electronic records
relating to the Receivables to the Successor Servicer in such electronic form as
the Successor Servicer may reasonably request and shall promptly transfer to the
Successor Servicer all other records, correspondence and documents necessary for
the continued servicing of the Receivables in the manner and at such times as
the Successor Servicer shall reasonably request. All reasonable costs and
expenses (including attorneys' fees) incurred in connection with transferring
the Receivable Files to the Successor Servicer and amending this Agreement to
reflect such succession as Servicer pursuant to this Section shall be paid by
the predecessor Servicer upon presentation of reasonable documentation of such
costs and expenses. Upon receipt of notice of the occurrence of a Servicer
Termination Event, Indenture Trustee shall give notice thereof to the Rating
Agencies.

      SECTION 8.2  Appointment of Successor. (a) Upon Servicer's receipt of
notice of termination, pursuant to Section 8.1 or Servicer's resignation (if and
to the extent permitted in accordance with the terms of this Agreement), the
predecessor Servicer shall continue to perform its functions as Servicer under
this Agreement, in the case of termination, only until the date specified in
such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation, until
the earlier of (i) the date 45 days from the delivery to Owner Trustee and
Indenture Trustee of written notice of such resignation (or written confirmation
of such notice) in accordance with the terms of this Agreement and (ii) the date
upon which the predecessor Servicer shall become unable to act as Servicer, as
specified in the notice of resignation and accompanying Opinion of Counsel. In
the event of Servicer's termination or resignation hereunder, Indenture Trustee
shall appoint a Successor Servicer, and the Successor Servicer shall accept its
appointment by a written assumption in form acceptable to Owner Trustee and
Indenture Trustee. In the event that a Successor Servicer has not been appointed
at the time when the predecessor Servicer has ceased to act as Servicer in
accordance with this Section, Indenture Trustee without further action shall
automatically be appointed the Successor Servicer and Indenture Trustee shall be
entitled to the Servicing Fee. Notwithstanding the above, Indenture Trustee
shall, if it shall be unwilling or unable so to act, appoint or petition a court
of competent jurisdiction to appoint, any established institution, having a net
worth of not less than $50,000,000 and whose regular business shall include the
servicing of motor vehicle receivables, as the successor to Servicer under this
Agreement; provided, that the appointment of any such Successor Servicer will
not result in the

                                       41           SALE AND SERVICING AGREEMENT
<PAGE>

withdrawal or reduction of the outstanding rating assigned to the Certificates
or Notes by any Rating Agency.

     (b) Upon appointment, the Successor Servicer (including Indenture Trustee
acting as Successor Servicer) shall be the successor in all respects to the
predecessor Servicer and shall be subject to all the responsibilities, duties
and liabilities arising thereafter relating thereto placed on the predecessor
Servicer and shall be entitled to the Servicing Fee and all the rights granted
to the predecessor Servicer by the terms and provisions of this Agreement. No
Successor Servicer shall be liable for any acts or omissions of any predecessor
Servicer.

     (c) A transfer of servicing hereunder shall not affect the rights and
duties of the parties hereunder (including the obligations and indemnities of
Seller pursuant to Sections 3.3, 4.3, 6.1 and 6.3 or, with respect to
obligations and indemnities arising prior to, or concurrently with, a transfer
of servicing hereunder, the predecessor Servicer pursuant to Section 4.7, 7.1 or
7.2) other than those relating to the management, administration, servicing,
custody or collection of the Receivables and the other rights and properties
included in the Owner Trust Estate. The Successor Servicer shall, upon its
appointment pursuant to Section 8.2 and as part of its duties and
responsibilities under this Agreement, promptly take all action it deems
necessary or appropriate so that the predecessor Servicer (in whatever capacity)
is paid or reimbursed all amounts it is entitled to receive under this Agreement
on each Distribution Date subsequent to the date on which it is terminated as
Servicer hereunder. Without limiting the generality of the foregoing, the
predecessor Servicer will be entitled to receive all accrued and unpaid
Servicing Fees through and including the effective date of the termination of
the predecessor Servicer.

     SECTION 8.3  Payment of Servicing Fee. If Servicer shall be replaced, the
predecessor Servicer shall be entitled to receive any accrued and unpaid
Servicing Fees through the date of the Successor Servicer's acceptance hereunder
and any Supplemental Servicing Fees accrued and unpaid or received prior to such
date, in each case, in accordance with Section 4.8.

     SECTION 8.4  Notification to Noteholders and Certificateholders. Upon any
termination of, or appointment of a successor to, Servicer pursuant to this
Article VIII, Owner Trustee shall give prompt written notice thereof to
Certificateholders and Indenture Trustee shall give prompt written notice
thereof to Noteholders subject to the Rating Agency Condition.

     SECTION 8.5  Waiver of Past Defaults. The Holders of Notes evidencing not
less than a majority of the Outstanding Amount of the Notes (or the Holders of
Certificates evidencing not less than a majority of the outstanding Certificate

                                                    SALE AND SERVICING AGREEMENT

                                       42



<PAGE>

Balance, as applicable, in the case of any default which does not adversely
affect Indenture Trustee or the Noteholders) may, on behalf of all Noteholders
and Certificateholders, waive in writing any default by Servicer in the
performance of its obligations hereunder and its consequences, except a default
in making any required deposits to any of the Trust Accounts in accordance with
this Agreement. Upon any such waiver of a past default, such default shall cease
to exist, and any Servicer Termination Event arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereto.

ARTICLE IX.  TERMINATION.

      SECTION 9.1  Optional Purchase of All Receivables; Termination Notice. (a)
On the last day of any Collection Period immediately preceding a Determination
Date as of which the then outstanding Pool Balance is [10]% or less of the
Original Pool Balance, Seller shall have the option to purchase the Owner Trust
Estate, other than the Trust Accounts, and the Certificate Distribution Account
and any funds or investments therein. To exercise such option, Seller shall
deposit pursuant to Section 5.4 in the Collection Account an amount which, when
added to the amounts on deposit in the Collection Account for such Distribution
Date, equals the sum of (a) the unpaid principal amount of the then outstanding
Class B Notes, plus accrued and unpaid interest thereon, plus (b) the
Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes
and the Certificates will be redeemed concurrently therewith.

      (b) Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders hereunder.

      (c) Notice of any termination of Issuer shall be given by Servicer to
Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable
after Servicer has received notice thereof.

ARTICLE X.  MISCELLANEOUS PROVISIONS.

      SECTION 10.  Amendment. (a) This Agreement may be amended by Seller,
Servicer, Owner Trustee and Indenture Trustee (which consent may not be
unreasonably withheld), but without the consent of any of the Noteholders or the
Certificateholders:

               (i) to cure any ambiguity or defect, to correct or supplement any
      provisions in this Agreement or for the purpose of adding any provisions
      to or changing in any manner or eliminating any of the provisions in this
      Agreement or of modifying in any manner the rights of


                                                    SALE AND SERVICING AGREEMENT

                                       43



<PAGE>

     the Noteholders or the Certificateholders; provided that such action shall
     not, as evidenced by an Opinion of Counsel delivered to Owner Trustee and
     Indenture Trustee, adversely affect in any material respect the interests
     of any Noteholder or Certificateholder;

               (ii)   (A) to add, modify or eliminate such provisions as may be
     necessary or advisable in order to enable all or a portion of Issuer to
     qualify as, and to permit an election to be made to cause all or a portion
     of Issuer to be treated as, a "financial asset securitization investment
     trust" as described in the provisions of the "Small Business Job Protection
     Act of 1996," or to enable all or a portion of the Issuer to qualify and an
     election to be made for similar treatment under such comparable subsequent
     federal income tax provisions as may ultimately be enacted into law, and
     (B) in connection with any such election, to modify or eliminate existing
     provisions set forth in this Agreement relating to the intended federal
     income tax treatment of the Notes or Certificates and Issuer in the absence
     of the election; it being a condition to any such amendment that each
     Rating Agency will have notified the Seller, the Servicer, the Indenture
     Trustee and the Owner Trustee in writing that the amendment will not result
     in a reduction or withdrawal of the rating of any outstanding Notes or
     Certificates with respect to which it is a Rating Agency; and

               (iii)  to add, modify or eliminate such provisions as may be
     necessary or advisable in order to enable (a) the transfer to Issuer of all
     or any portion of the Receivables to be derecognized under generally
     accepted accounting principles ("GAAP") by Seller to Issuer, (b) Issuer to
     avoid becoming a member of Seller's consolidated group under GAAP or (c)
     the Seller, any Seller Affiliate or any of their Affiliates to otherwise
     comply with or obtain more favorable treatment under any law or regulation
     or any accounting rule or principle; it being a condition to any such
     amendment that each Rating Agency will have notified the Seller, the
     Servicer, the Indenture Trustee and the Owner Trustee in writing that the
     amendment will not result in a reduction or withdrawal of the rating of any
     outstanding Notes or Certificates with respect to which it is a Rating
     Agency.

     (b) This Agreement may also be amended from time to time by Seller,
Servicer, Owner Trustee and Indenture Trustee, with the consent of the Holders
of Notes evidencing not less than a majority of the Outstanding Amount of the
Notes and the consent of the Holders of Certificates evidencing not less than a
majority of the Certificate Balance for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Noteholders or the

                                                    SALE AND SERVICING AGREEMENT

                                       44



<PAGE>

Certificateholders; provided that no such amendment shall (i) increase or reduce
in any manner the amount of, or accelerate or delay the timing of, collections
of payments on Receivables or distributions that shall be required to be made
for the benefit of the Noteholders or the Certificateholders or (ii) reduce the
aforesaid percentage of the Outstanding Amount of the Notes and the Certificate
Balance, the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all the outstanding Notes and the Holders
of all the outstanding Certificates of each class affected thereby.

     (c) Prior to the execution of any such amendment or consent, Servicer shall
furnish written notification of the substance of such amendment or consent to
each Rating Agency. Promptly after the execution of any such amendment or
consent, Servicer shall furnish written notification of the substance of such
amendment or consent to each Noteholder and Certificateholder.

     (d) It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.

     (e) Prior to the execution of any amendment to this Agreement, Owner
Trustee and Indenture Trustee shall be entitled to receive and conclusively rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
the execution and delivery of such amendment have been satisfied and the Opinion
of Counsel referred to in Section 10.2(i)(1) has been delivered. Owner Trustee
and Indenture Trustee may, but shall not be obligated to, enter into any such
amendment which affects Owner Trustee's or Indenture Trustee's, as applicable,
own rights, duties or immunities under this Agreement or otherwise.

     SECTION 10.  Protection of Title to Trust Property. (a)  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 Issuer
and the interests of Indenture Trustee in the Receivables and the proceeds
thereof. Seller shall deliver (or cause to be delivered) to Owner Trustee and
Indenture Trustee file-stamped copies of, or filing receipts for, any document
filed as provided above, as soon as available following such filing.

     (b) Neither Seller nor Servicer shall change its name, identity or
corporate structure in any manner that would, could or might make any financing
statement or continuation statement filed in accordance with paragraph (a) above
seriously misleading within the meaning of (S) 9-402(7) of the UCC, unless it
shall

                                                    SALE AND SERVICING AGREEMENT
                                       45




<PAGE>

have given Owner Trustee and Indenture Trustee at least five days' prior written
notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.

     (c) Each of Seller and Servicer shall have an obligation to give Owner
Trustee and Indenture Trustee 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 and shall promptly file any such amendment or new financing
statement. Servicer shall at all times maintain each office from which it shall
service Receivables, and its principal executive office, within the United
States of America.

     (d) Servicer shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit (i) the reader thereof to know at
any time the status of such Receivable, including payments and recoveries made
and payments owing (and the nature of each) and (ii) reconciliation between
payments or recoveries on (or with respect to) each Receivable and the amounts
from time to time deposited in the Collection Account in respect of such
Receivable.

     (e) Servicer shall maintain its computer systems so that, from and after
the time of sale under this Agreement of the Receivables, Servicer's master
computer records (including any backup archives) that refer to a Receivable
shall indicate clearly the interest of Issuer and Indenture Trustee in such
Receivable and that such Receivable is owned by Issuer and has been pledged to
Indenture Trustee pursuant to the Indenture. Indication of Issuer's and
Indenture Trustee's interest in a Receivable shall be deleted from or modified
on Servicer's computer systems when, and only when, the related Receivable shall
have been paid in full or repurchased by Seller or purchased by Servicer.

     (f) If at any time Seller or Servicer 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, Servicer
shall give to such prospective purchaser, lender or other transferee computer
tapes, records or printouts (including any restored from backup 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 Issuer and has been
pledged to Indenture Trustee.

     (g) Servicer shall permit Indenture Trustee, Owner Trustee and their
respective agents at any time during normal business hours to inspect, audit and
make copies of and abstracts from Servicer's records regarding any Receivable.

                                                    SALE AND SERVICING AGREEMENT

                                       46



<PAGE>

     (h) Upon request at any time Owner Trustee or Indenture Trustee shall have
reasonable grounds to believe that such request is necessary in connection with
the performance of its duties under this Agreement or any of the Basic
Documents, Servicer shall furnish to Owner Trustee or to Indenture Trustee,
within thirty Business Days, a list of all Receivables (by contract number and
name of Obligor) then owned by Issuer, together with a reconciliation of such
list to the Schedule of Receivables and to each of Servicer's Reports furnished
before such request indicating removal of Receivables from Issuer.

     (i)  Servicer shall deliver to Owner Trustee and Indenture Trustee:

          (1) promptly after the execution and delivery of this Agreement and of
     each amendment thereto, an Opinion of Counsel either (A) stating that, in
     the opinion of such counsel, all financing statements and continuation
     statements have been executed and filed that are necessary fully to
     preserve and protect the interest of Issuer and Indenture Trustee in the
     Receivables, and reciting the details of such filings or referring to prior
     Opinions of Counsel in which such details are given, or (B) stating that,
     in the opinion of such counsel, no such action shall be necessary to
     preserve and protect such interest; and

          (2) within 120 days after the beginning of each calendar year
     beginning with the first calendar year beginning more than three months
     after the Cutoff Date, an Opinion of Counsel, dated as of a date during
     such 120-day period, either (A) stating that, in the opinion of such
     counsel, all financing statements and continuation statements have been
     executed and filed that are necessary fully to preserve and protect the
     interest of Issuer and Indenture Trustee in the Receivables, and reciting
     the details of such filings or referring to prior Opinions of Counsel in
     which such details are given, or (B) stating that, in the opinion of such
     counsel, no such action shall be necessary to preserve and protect such
     interest.

     Each Opinion of Counsel referred to in clause (1) or (2) above shall
specify any action necessary (as of the date of such opinion) to be taken in the
following year to preserve and protect such interest.

     (j) Seller shall, to the extent required by applicable law, cause the
Certificates and the Notes to be registered with the Commission pursuant to
Section 12(b) or Section 12(g) of the Exchange Act within the time periods
specified in such sections.

                                                    SALE AND SERVICING AGREEMENT

                                       47



<PAGE>

      SECTION 10.3  Notices. All demands, notices and communications upon or to
Seller, Servicer, Owner Trustee, Indenture Trustee or the Rating Agencies under
this Agreement shall be in writing, personally delivered, sent by overnight
courier or mailed by certified mail, return receipt requested, and shall be
deemed to have been duly given upon receipt (a) in the case of Seller, to
AmSouth Auto Receivables LLC, 1900 5th Avenue North, AmSouth/SONAT Tower,
Birmingham, Alabama, 35288, Attention: _________ (b) in the case of Servicer,
to AmSouth Bank, 1900 5th Avenue North, AmSouth/SONAT Tower, Birmingham,
Alabama, 35288, Attention: _____________, (c) in the case of Issuer or Owner
Trustee, at the Corporate Trust Office, (d) in the case of Indenture Trustee, at
the Corporate Trust Office, [(e) in the case of Moody's, to Moody's Investors
Service, Inc., to 99 Church Street, New York, New York 10004, Attention of Asset
Backed Securities Group, (f) in the case of Standard & Poor's, to Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 26
Broadway (15th Floor), New York, New York 10004, Attention of Asset Backed
Surveillance Department, and (g) in the case of Fitch, to Fitch Information
Services, Inc., 1201 East 7th Street, Powell, Wyoming 82435.] Any notice
required or permitted to be mailed to a Noteholder or Certificateholder shall be
given by first class mail, postage prepaid, at the address of such Person as
shown in the Note Register or the Certificate Register, as applicable. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the Noteholder or
Certificateholder shall receive such notice.

      SECTION 10.4  Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 3.4, 4.1, 6.4 and 7.3 and as
provided in the provisions of this Agreement concerning the resignation of
Servicer, this Agreement may not be assigned by Seller or Servicer without the
prior written consent of the Owner Trustee, Indenture Trustee, the Noteholders
evidencing not less than 66 2/3% of the Outstanding Amount of the Notes and the
Certificateholders evidencing not less than 66 2/3% of the outstanding
Certificate Balance.

      SECTION 10.5  Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of Seller, Servicer, Issuer, Owner Trustee
and for the benefit of the Certificateholders and the Noteholders, as third-
party beneficiaries, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Owner Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

      SECTION 10.6  Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without

                                                    SALE AND SERVICING AGREEMENT

                                       48



<PAGE>

invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not create or render unenforceable
such provision in any other jurisdiction.

      SECTION 10.7  Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      SECTION 10.8  Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      SECTION 10.9  Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      SECTION 10.10  Assignment to Indenture Trustee. Seller hereby acknowledges
and consents to any mortgage, pledge, assignment and grant of a security
interest by Issuer to Indenture Trustee pursuant to the Indenture for the
benefit of the Noteholders of all right, title and interest of Issuer in, to and
under the Receivables and/or the assignment of any or all of Issuer's rights and
obligations hereunder to Indenture Trustee.

      SECTION 10.11  Nonpetition Covenant. Notwithstanding any prior termination
of this Agreement, Servicer and Seller shall not, prior to the date which is one
year and one day after the termination of this Agreement with respect to Issuer,
acquiesce, petition or otherwise invoke or cause Issuer to invoke the process of
any court or government authority for the purpose of commencing or sustaining a
case against Issuer under any Federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Issuer or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of Issuer.

      SECTION 10.12  Limitation of Liability of Owner Trustee and Indenture
Trustee. (a)  Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by _________________ not in its individual
capacity but solely in its capacity as Owner Trustee of Issuer and in no event
shall _______________________ in its individual capacity or, except as expressly
provided in the Trust Agreement, as Owner Trustee have any liability

                                                    SALE AND SERVICING AGREEMENT

                                        49



<PAGE>

for the representations, warranties, covenants, agreements or other obligations
of Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of Issuer. For all purposes of this Agreement, in the performance of
its duties or obligations hereunder or in the performance of any duties or
obligations of Issuer hereunder, Owner Trustee shall be subject to, and entitled
to the benefits of, the terms and provisions of Articles VI, VII and VIII of the
Trust Agreement.

     (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been accepted by _________________ not in its individual capacity
but solely as Indenture Trustee and in no event shall _________________ have any
liability for the representations, warranties, covenants, agreements or other
obligations of Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of Issuer.

     SECTION 10.13  Further Assurances. Seller and the Servicer agree to do and
perform, from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by Owner Trustee or Indenture
Trustee more fully to effect the purposes of this Agreement, including, without
limitation, the execution of any financing statements or continuation statements
relating to the Receivables for filing under the provisions of the UCC of any
applicable jurisdiction.

     SECTION 10.14 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Owner Trustee, Indenture Trustee, the
Noteholders or the Certificateholders, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges therein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective duly authorized officers as of
the day and year first above written.

                                        AMSOUTH AUTO [TRUST] [LLC] 200_-_

                                        [By:_________________________, not in

                                             its individual capacity, but solely
                                             as Owner Trustee]

                                                    SALE AND SERVICING AGREEMENT

                                      S-1
<PAGE>

                                        By:_____________________________________
                                        Name:
                                        Title:


                                        AMSOUTH AUTO RECEIVABLES LLC,
                                        Seller


                                        By:_____________________________________
                                        Name:
                                        Title:


                                        AMSOUTH BANK, Servicer,


                                        By:_____________________________________
                                        Name:
                                        Title:

______________________, not in its
individual capacity but solely as
Indenture Trustee,


By: __________________________
Name:
Title:

                                                    SALE AND SERVICING AGREEMENT

                                      S-2
<PAGE>

                                                                      SCHEDULE A


               (Delivered on Disk to Trustee and Owner Trustee)

                                                    SALE AND SERVICING AGREEMENT

                                 Schedule A-1

<PAGE>

                                                                      SCHEDULE B

                         Location of Receivables Files
                         -----------------------------


The Receivables sold by each Seller Affiliate to Seller and sold by Seller to
Issuer are located at the offices of such Seller Affiliate listed below.

                                                    SALE AND SERVICING AGREEMENT

                                 Schedule B-1

<PAGE>

                                                                       EXHIBIT A

                           Form of Servicer's Report
                           -------------------------

                                                    SALE AND SERVICING AGREEMENT

                                  Exhibit A-1

<PAGE>

                                                                      APPENDIX X



                                  DEFINITIONS

     "Act" is defined in Section 11.3(a) of the Indenture.

     "Actuarial Receivable" means a Receivable that provides for (i)
amortization of the loan over a series of fixed level payment monthly
installments and (ii) each monthly installment, including the monthly
installment representing the final payment on the Receivable, to consist of an
amount of interest equal to 1/12 of the Contract Rate of the loan multiplied by
the unpaid principal balance of the loan, and an amount of principal equal to
the remainder of the monthly installment.

     "Additional Servicing" means, for each Distribution Date, an amount equal
to the lesser of (i) the amount by which (A) the aggregate amount of the
Servicing Fee for such Distribution Date and all prior Distribution Dates
exceeds (B) the aggregate amount of Additional Servicing paid to the Servicer on
all prior Distribution Dates and (ii) the amount, if any, by which (A) the sum
of Available Interest and Available Principal for such Distribution Date exceed
(B) the sum, without duplication of (x) the Servicing Fee paid on such
Distribution Date with respect to the related Collection Period and any accrued
and unpaid Servicing Fee for prior Collection Periods, (y) all amounts required
to be distributed to the Noteholders and the Certificateholders on such
Distribution Date, and (z) the amount, if any, deposited in the Reserve Account
on such Distribution Date.

     "Administration Agreement" means the Administration Agreement among
AmSouth, as Administrator, AmSouth Auto [Trust] [LLC] 200__-__, as Issuer, and
_____________, as Indenture Trustee, as the same may be amended and supplemented
from time to time.

     "Administration Fee" is defined in Section 4 of the Administration
Agreement.

     "Administrator" means AmSouth and each successor Administrator.

                              Appendix X, Page 1
<PAGE>

     "Affiliate" means, with respect to any specified Person, any other Person
controlling, controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. A Person shall not be
deemed to be an Affiliate of any specified Person solely because such other
Person has the contractual right or obligation to manage such specified Person
or act as servicer with respect to the financial assets of such specified Person
unless such other Person controls the specified Person through equity ownership
or otherwise.

     "Affiliate Security Agreement" means the agreement dated as of
_________________, 2000 between AmSouth and the Indenture Trustee under which
AmSouth grants a security interest in its Receivables and certain other property
described therein to the Indenture Trustee.

     "AmSouth" means AmSouth Bank, a banking corporation organized under the
laws of the State of Alabama.

     "AmSouth Bancorporation" means AmSouth Bancorporation, an [Alabama]
corporation].

     "Authenticating Agent" is defined in Section 2.13 of the Indenture.

     "Authorized Officer" means, with respect to Issuer and Servicer, any
officer of Owner Trustee or Servicer, as applicable, who is authorized to act
for Owner Trustee or Servicer, as applicable, in matters relating to Issuer and
who is identified on the list of Authorized Officers delivered by each of Owner
Trustee and Servicer to Indenture Trustee on the Closing Date (as such list may
be modified or supplemented from time to time thereafter).

     "Available Interest" means, for any Distribution Date, the sum of the
following amounts for the related Collection Period: (a) that portion of the
Collections on the Receivables received during such Collection Period that is
allocable to interest in accordance with Servicer's customary servicing
procedures, (b) all Liquidation Proceeds received during the related Collection
Period and (c) the Purchase Amounts, to the extent allocable to accrued
interest, of all Receivables that are purchased by Seller or Servicer as of the
last day of the related Collection Period. "Available Interest" for any
Distribution Date shall exclude all payments and proceeds of any Receivables the
Purchase Amount of which has been distributed on a prior Distribution Date.

                              Appendix X, Page 2
<PAGE>

     "Available Principal" means, for any Distribution Date, the sum of the
following amounts with respect to the related Collection Period: (a) that
portion of all Collections on the Receivables received during such Collection
Period that is allocable to principal in accordance with Servicer's customary
servicing procedures; and (b) the Purchase Amounts, to the extent attributable
to principal, of all Receivables purchased by Seller or Servicer as of the last
day of the related Collection Period. "Available Principal" on any Distribution
Date shall exclude all payments and proceeds of any Receivables the Purchase
Amount of which has been distributed on a prior Distribution Date.

     "Bank Regulatory Authorities" means the Federal Reserve Board, the Federal
Deposit Insurance Corporation and Office of the Comptroller of Currency.

     "Basic Documents" means the Purchase Agreement, the Affiliate Security
Agreement, the Indenture, the Depository Agreements, the Sale and Servicing
Agreement, the Trust Agreement, the Administration Agreement, the Notes, [the
Certificates] and other documents and certificates delivered in connection
therewith.

     "Benefit Plan" is defined in Section 11.12 of the Trust Agreement.

     "Book Entry Certificate" means a beneficial interest in the Certificates,
ownership of which shall be evidenced and transfers of which shall be made,
through book entries by a Clearing Agency as described in Section 3.11 of the
Trust Agreement.

     "Book Entry Note" means a beneficial interest in the Notes, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 2.10 of the Indenture.

     "Business Day" means a day that is not a Saturday or a Sunday and that in
the States of New York, Alabama and the State in which the Corporate Trust
Office is located is neither a legal holiday nor a day on which banking
institutions are authorized by law, regulation or executive order to be closed.

     "Certificate" means a certificate evidencing the beneficial interest of a
Certificateholder in the Trust, substantially in the form of Exhibit A to the
Trust Agreement.

     "Certificate Account Property" means the Certificate Distribution Account,
all amounts and investments held from time to time therein (whether in the form
of deposit account, Physical Property, book entry securities, uncertificated
securities or otherwise), and all proceeds of the foregoing.

                              Appendix X, Page 3
<PAGE>

     "Certificate Balance" equals, initially, $__________ and, thereafter,
equals the initial Certificate Balance, reduced by all amounts allocable to
principal previously distributed to Certificateholders.

     "Certificate Depository Agreement" means the agreement among the Trust,
Owner Trustee, Servicer and The Depository Trust Company, as the initial
Clearing Agency, dated as of the Closing Date, relating to the Certificates,
substantially in the form attached as Exhibit C to the Trust Agreement, as the
same may be amended and supplemented from time to time.

     "Certificate Distribution Account" is defined in Section 5.1 of the Trust
Agreement.

     "Certificate Pool Factor" as of the close of business on a Distribution
Date means a seven-digit decimal figure equal to the Certificate Balance (after
giving effect to distributions made on such date) divided by the initial
Certificate Balance. The Certificate Pool Factor will be 1.0000000 as of the
Cutoff Date; thereafter, the Certificate Pool Factor will decline to reflect
reductions in the Certificate Balance.

     "Certificate Rate" means ____% per annum (computed on the basis of a 360-
day year of twelve 30 day months).

     "Certificate Register" and "Certificate Registrar" means the register
mentioned and the registrar appointed pursuant to Section 3.4 of the Trust
Agreement.

     "Certificateholder" means the Person in whose name a Certificate is
registered on the Certificate Register.

     "Certificateholders' Interest Carryover Shortfall" means, for any
Distribution Date, the excess of the Certificateholders' Monthly Interest
Distributable Amount for the preceding Distribution Date and any outstanding
Certificateholders' Interest Carryover Shortfall on such preceding Distribution
Date, over the amount in respect of interest at the Certificate Rate that is
actually deposited in the Certificate Distribution Account on such preceding
Distribution Date, plus interest on such excess, to the extent permitted by law,
in an amount equal to the product of one-twelfth multiplied by the Certificate
Rate multiplied by the amount of such excess.

     "Certificateholders' Interest Distributable Amount" means, for any
Distribution Date, the sum of the Certificateholders' Monthly Interest
Distributable Amount for such Distribution Date and the Certificateholders'
Interest Carryover Shortfall for such Distribution Date.

                              Appendix X, Page 4
<PAGE>

     "Certificateholders' Monthly Interest Distributable Amount" means, for any
Distribution Date, an amount equal to one-twelfth (or the actual number of days
from and including the Closing Date to but excluding __________________, 2000
divided by 360, for the initial Distribution Date) of the Certificate Rate
multiplied by the Certificate Balance as of the close of business on the
immediately preceding Distribution Date, after giving effect to all payments of
principal to the Certificateholders on or prior to such Distribution Date (or,
in the case of the first Distribution Date, the Certificate Balance on the
Closing Date).

     "Certificateholders' Monthly Principal Distributable Amount" means, for any
Distribution Date, the Certificateholders' Percentage of the Principal
Distribution Amount or, for any Distribution Date on or after the Distribution
Date on which the outstanding principal balance of the Class A-2 Notes is
reduced to zero, 100% of the Principal Distribution Amount (less any amount
required on the first such Distribution Date to reduce the outstanding principal
balance of the Class A-2 Notes to zero, which shall be deposited into the Note
Distribution Account).

     "Certificateholders' Percentage" means 100% minus the Noteholders'
Percentage.

     "Certificateholders' Principal Carryover Shortfall" means, as of the close
of business on any Distribution Date, the excess of the Certificateholders'
Monthly Principal Distributable Amount and any outstanding Certificateholders'
Principal Carryover  Shortfall from the preceding Distribution Date, over the
amount in respect of principal that is actually deposited in the Certificate
Distribution Account on such current Distribution Date.

     "Certificateholders' Principal Distributable Amount" means, for any
Distribution Date, the sum of the Certificateholders' Monthly Principal
Distributable Amount for such Distribution Date and the Certificateholders'
Principal Carryover Shortfall as of the close of the preceding Distribution
Date; provided that the Certificateholders' Principal Distributable Amount shall
not exceed the Certificate Balance. In addition, on the Final Scheduled
Distribution Date for the Certificates, the Certificateholders Principal
Distributable Amount will include, to the extent not included under the
preceding sentence, the amount that is necessary (after giving effect to the
other amounts to be deposited in the Certificate Distribution Account on such
Distribution Date and allocable to principal) to reduce the Certificate Balance
to zero.

     "Class A-1 Interest Rate" means ______% per annum.

     "Class A-1 Noteholders' Interest Carryover Shortfall" means, for any
Distribution Date, the excess of the Class A-1 Noteholders' Monthly Interest

                              Appendix X, Page 5
<PAGE>

Distributable Amount for the preceding Distribution Date and any outstanding
Class A-1 Noteholders' Interest Carryover Shortfall on such preceding
Distribution Date, over the amount in respect of interest on the Class A-1 Notes
that was actually paid to holders of the Class A-1 Notes on the preceding
Distribution Date, plus interest on the amount of interest due but not paid to
Holders of the Class A-1 Notes on the preceding Distribution Date, to the extent
permitted by law, in an amount equal to the product of (i) the quotient of the
number of days elapsed in the related Interest Period divided by 360 multiplied
by (ii) the Class A-1 Interest Rate multiplied by (iii) the amount of such
interest due but not paid in respect of the Class A-1 Notes.

     "Class A-1 Noteholders' Interest Distributable Amount" means, for any
Distribution Date, the sum of (a) the Class A-1 Noteholders' Monthly Interest
Distributable Amount and (b) the Class A-1 Noteholders' Interest Carryover
Shortfall, in each case for such Distribution Date.

     "Class A-1 Noteholders' Monthly Interest Distributable Amount" means, for
any Distribution Date, the product of (i) the quotient of the number of days
elapsed during the related Interest Period divided by 360 multiplied by (ii) the
Class A-1 Interest Rate multiplied by (iii) the Outstanding Amount of the Class
A-1 Notes on the immediately preceding Distribution Date after giving effect to
all payments of principal to the Holders of the Class A-1 Notes on or prior to
such Distribution Date (or, in the case of the first Distribution Date, the
Outstanding Amount of the Class A-1 Notes on the Closing Date).

     "Class A-1 Notes" means the Class A-1 _____% Asset Backed Notes,
substantially in the form of Exhibit D to the Indenture.

     "Class A-2 Interest Rate" means _____% per annum.

     "Class A-2 Noteholders' Interest Carryover Shortfall" means, for any
Distribution Date, the excess of the Class A-2 Noteholders' Monthly Interest
Distributable Amount for the preceding Distribution Date and any outstanding
Class A-2 Noteholders' Interest Carryover Shortfall on such preceding
Distribution Date, over the amount in respect of interest on the Class A-2 Notes
that was actually paid to holders of the Class A-2 Notes on the preceding
Distribution Date, plus interest on the amount of interest due but not paid to
Holders of the Class A-2 Notes on the preceding Distribution Date, to the extent
permitted by law, in an amount equal to the product of one-twelfth multiplied by
the Class A-2 Interest Rate multiplied by the amount of such interest due but
not paid in respect of the Class A-2 Notes.

     "Class A-2 Noteholders' Interest Distributable Amount" means, for any
Distribution Date, the sum of (a) the Class A-2 Noteholders' Monthly Interest

                              Appendix X, Page 6
<PAGE>

Distributable Amount and (b) the Class A-2 Noteholders' Interest Carryover
Shortfall, in each case for such Distribution Date.

     "Class A-2 Noteholders' Monthly Interest Distributable Amount" means, for
any Distribution Date, the product of one-twelfth (or, in the case of the first
Distribution Date the actual number of days elapsed from and including the
Closing Date to but excluding _________________, 2000 divided by 360) multiplied
by the Class A-2 Interest Rate multiplied by the Outstanding Amount of the Class
A-2 Notes on the immediately preceding Distribution Date after giving effect to
all payments of principal to the Holders of the Class A-2 Notes on or prior to
such immediately preceding Distribution Date (or, in the case of the first
Distribution Date, the Outstanding Amount of the Class A-2 Notes on the Closing
Date).

     "Class A-2 Notes" means the Class A-2 ____% Asset Backed Notes,
substantially in the form of Exhibit E to the Indenture.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" means _____ __, 2000.

     "Code" means the Internal Revenue Code of 1986 and Treasury Regulations
promulgated thereunder.

     "Collateral" is defined in the Granting Clause of the Indenture.

     "Collection Account" means the account designated as such, established and
maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.

     "Collection Period" means, (a) in the case of the initial Collection
Period, the period from [but not including] the Cutoff Date to and including
___________ __, 2000 and (b) thereafter, each calendar month during the term of
the Sale and Servicing Agreement. With respect to any Determination Date,
Deposit Date or Distribution Date, the "related Collection Period" means the
Collection Period preceding the month in which such Determination Date, Deposit
Date or Distribution Date occurs.

                              Appendix X, Page 7
<PAGE>

     "Collections" means all collections on the Receivables and any proceeds
from Insurance Policies and lender's single interest insurance policies.

     "Commission" means the Securities and Exchange Commission.

     "Contract Rate" means, with respect to a Receivable, the rate per annum of
interest charged on the outstanding principal balance of such Receivable.

     "Corporate Trust Office" means:

          (a) as used in the Indenture, or otherwise with respect to Indenture
     Trustee, the principal office of Indenture Trustee at which at any
     particular time its corporate trust business shall be administered which
     office at date of the execution of the Indenture is located at
     ____________________________,  Attention: ________________ Telephone:
     _____________; Facsimile: _______________ or at such other address as
     Indenture Trustee may designate from time to time by notice to the
     Noteholders, Servicer and Issuer, or the principal corporate trust office
     of any successor Indenture Trustee (the address of which the successor
     Indenture Trustee will notify the Noteholders and Issuer); and

          (b) as used in the Trust Agreement, or otherwise with respect to Owner
     Trustee, the principal corporate trust office of Owner Trustee located at
     _____________; or at such other address as Owner Trustee may designate by
     notice to the Certificateholders and Depositor, or the principal corporate
     trust office of any successor Owner Trustee (the address of which the
     successor owner trustee will notify the Certificateholders and Depositor).

     "Custodian" means Servicer in its capacity as agent of Issuer, as custodian
of the Receivable Files and any Seller Affiliate acting as agent for Servicer
for the purpose of maintaining custody of the Receivables Files.

     "Cutoff Date" means the close of business on __________, 2000.

     "Cutoff Date Principal Balance" means, with respect to any Receivable, the
Initial Principal Balance of such Receivable minus the sum of the portion of all
payments received under such Receivable from or on behalf of the related Obligor
on or prior to the Cutoff Date and allocable to principal in accordance with the
terms of the Receivable.

     "Dealer" means, with respect to any Receivable, the seller of the related
Financed Vehicle.

                              Appendix X, Page 8
<PAGE>

     "Dealer Agreement" means an agreement between an Originator and a Dealer
pursuant to which such Originator acquires Motor Vehicle Loans from the Dealer
or gives such Dealer the right to induce persons to apply to such Originator for
loans in connection with the retail sale of Motor Vehicles by such Dealer.

     "Dealer Recourse" means, with respect to any Dealer, any rights and
remedies against such Dealer under the related Dealer Agreement (other than with
respect to any breach of representation or warranty thereunder) with respect to
credit losses on a Receivable secured by a Financed Vehicle sold by such Dealer.

     "Default" means any occurrence that is, or with notice or the lapse of time
or both would become, an Event of Default.

     "Defaulted Receivable" means, with respect to any Collection Period, a
Receivable (other than a Purchased Receivable) which Servicer has determined to
charge off during such Collection Period in accordance with its customary
servicing practices; provided that any Receivable which Seller or Servicer is
obligated to repurchase or purchase shall be deemed to have become a Defaulted
Receivable during a Collection Period if Seller or Servicer fails to deposit the
related Purchase Amount on the related Deposit Date when due.

     "Definitive Notes" is defined in Section 2.10 of the Indenture.

     "Definitive Certificates" means either or both (as the context requires) of
(a) Certificates issued in certificated, fully registered form as provided in
Section 3.11 of the Trust Agreement and (b) Certificates issued in certificated,
fully registered form as provided in Section 3.13 of the Trust Agreement.

     "Delivery" when used with respect to Trust Account Property means:

          (a)  with respect to bankers' acceptances, commercial paper,
     negotiable certificates of deposit and other obligations that constitute
     "instruments" within the meaning of Section 9-105(l)(i) of the UCC and are
     susceptible of physical delivery, transfer thereof to Indenture Trustee or
     its nominee or custodian by physical delivery to Indenture Trustee or its
     nominee or custodian endorsed to, or registered in the name of, Indenture
     Trustee or its nominee or custodian or endorsed in blank, and, with respect
     to a "certificated security" (as defined in Section 8-102 of the UCC)
     transfer thereof (i) by delivery of such certificated security endorsed to,
     or registered in the name of, Indenture Trustee or its nominee or custodian
     or endorsed in blank to a financial intermediary (as defined in Section 8-
     313 of the UCC) and the making by such "financial

                              Appendix X, Page 9
<PAGE>

     intermediary" of entries on its books and records identifying such
     certificated securities as belonging to Indenture Trustee or its nominee or
     custodian and the sending by such financial intermediary of a confirmation
     of the purchase of such certificated security by Indenture Trustee or its
     nominee or custodian, or (ii) by delivery thereof to a "clearing
     corporation" (as defined in Section 8-102(3) of the UCC) and the making by
     such clearing corporation of appropriate entries on its books reducing the
     appropriate securities account of the transferor and increasing the
     appropriate securities account of a financial intermediary by the amount of
     such certificated security, the identification by the clearing corporation
     of the certificated securities for the sole and exclusive account of the
     financial intermediary, the maintenance of such certificated securities by
     such clearing corporation or a "custodian bank" (as defined in Section 8-
     102(4) of the UCC) or the nominee of either subject to the clearing
     corporation's exclusive control, the sending of a confirmation by the
     financial intermediary of the purchase by Indenture Trustee or its nominee
     or custodian of such securities and the making by such financial
     intermediary of entries on its books and records identifying such
     certificated securities as belonging to Indenture Trustee or its nominee or
     custodian (all of the foregoing, "Physical Property"), and, in any event,
     any such Physical Property in registered form shall be in the name of
     Indenture Trustee or its nominee or custodian; and such additional or
     alternative procedures as may hereafter become appropriate to effect the
     complete transfer of ownership of any such Trust Account Property to
     Indenture Trustee or its nominee or custodian, consistent with changes in
     applicable law or regulations or the interpretation thereof;

          (b)  with respect to any securities issued by the U.S. Treasury, the
     Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
     Association that is a book-entry security held through the Federal Reserve
     System pursuant to Federal book-entry regulations, the following
     procedures, all in accordance with applicable law, including applicable
     Federal regulations and Articles 8 and 9 of the UCC: book-entry
     registration of such Trust Account Property to an appropriate book-entry
     account maintained with a Federal Reserve Bank by a financial intermediary
     which is also a "depository" pursuant to applicable Federal regulations and
     issuance by such financial intermediary of a deposit advice or other
     written confirmation of such book-entry registration to Indenture Trustee
     or its nominee or custodian of the purchase by Indenture Trustee or its
     nominee or custodian of such book-entry securities; the making by such
     financial intermediary of entries in its books and records identifying such
     book entry security held through the Federal Reserve System pursuant to
     Federal book-entry regulations as belonging to Indenture Trustee or its
     nominee or custodian and indicating

                              Appendix X, Page 10
<PAGE>

     that such custodian holds such Trust Account Property solely as agent for
     Indenture Trustee or its nominee or custodian; and such additional or
     alternative procedures as may hereafter become appropriate to effect
     complete transfer of ownership of any such Trust Account Property to
     Indenture Trustee or its nominee or custodian, consistent with changes in
     applicable law or regulations or the interpretation thereof; and

          (c)  with respect to any item of Trust Account Property that is an
     uncertificated security under Article 8 of the UCC and that is not governed
     by clause (b) above, registration on the books and records of the issuer
     thereof in the name of the financial intermediary, the sending of a
     confirmation by the financial intermediary of the purchase by Indenture
     Trustee or its nominee or custodian of such uncertificated security, the
     making by such financial intermediary of entries on its books and records
     identifying such uncertificated certificates as belonging to Indenture
     Trustee or its nominee or custodian.

     "Deposit Date" means, with respect to any Collection Period, the Business
Day preceding the related Distribution Date.

     "Depositor" means Seller in its capacity as Depositor under the Trust
Agreement.

     "Depository Agreements" mean the Certificate Depository Agreement and the
Note Depository Agreement.

     "Determination Date" with respect to any Collection Period, means the tenth
day of the calendar month following such Collection Period (or, if the tenth day
is not a Business Day, the next succeeding Business Day).

     "Direct Loan" means motor vehicle promissory notes and security agreements
executed by an Obligor in favor of a motor vehicle lender.

     "Distribution Date" means the 15th day of each month (or, if the 15th day
is not a Business Day, the next succeeding Business Day), commencing ___________
__, 2000.

     "Dollar" and the sign "$" mean lawful money of the United States.

     "Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), having corporate trust powers and
acting

                              Appendix X, Page 11
<PAGE>

as trustee for funds deposited in such account, so long as the long-term
unsecured debt of such depository institution shall have a credit rating from
each Rating Agency in one of its generic rating categories which signifies
investment grade. Any such accounts (other than the Reserve Account) may be
maintained with AmSouth, or any of its Affiliates, if such accounts meet the
requirements described in clause (a) of the preceding sentence.

     "Eligible Institution" means a depository institution (which may be
Servicer (or any Affiliate of Servicer) Owner Trustee or Indenture Trustee)
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia (or any domestic branch of a foreign
bank), (a) which has (i) either a long-term senior unsecured debt rating of AA
or a short-term senior unsecured debt or certificate of deposit rating of A-1+
or better by Standard & Poor's and (ii)(A) a short-term senior unsecured debt
rating of A-l or better by Standard & Poor's and (B) a short-term senior
unsecured debt rating of P-1 or better by Moody's, or any other long-term,
short-term or certificate of deposit rating acceptable to the Rating Agencies
and (b) whose deposits are insured by the Federal Deposit Insurance Corporation.
If so qualified, Servicer, any Affiliate of Servicer, Owner Trustee or Indenture
Trustee may be considered an Eligible Institution.

     "Eligible Investments" shall mean any one or more of the following types of
investments:

          (a)  direct obligations of, and obligations fully guaranteed as to
     timely payment by, the United States of America;

          (b)  demand deposits, time deposits or certificates of deposit of any
     depository institution (including any Affiliate of Seller, Indenture
     Trustee, Owner Trustee or any Affiliate of Indenture Trustee or Owner
     Trustee) or trust company incorporated under the laws of the United States
     of America or any state thereof or the District of Columbia (or any
     domestic branch of a foreign bank) and subject to supervision and
     examination by Federal or state banking or depository institution
     authorities (including depository receipts issued by any such institution
     or trust company as custodian with respect to any obligation referred to in
     clause (a) above or a portion of such obligation for the benefit of the
     holders of such depository receipts); provided that at the time of the
     investment or contractual commitment to invest therein (which shall be
     deemed to be made again each time funds are reinvested following each
     Distribution Date), the commercial paper or other short-term senior
     unsecured debt obligations (other than such obligations the rating of which
     is based on the credit of a Person other than such depository institution
     or trust company) of such depository institution or trust

                              Appendix X, Page 12
<PAGE>

     company shall have a credit rating from Standard & Poor's of A-1+ and from
     Moody's of P-1;

          (c)  commercial paper (including commercial paper of any Affiliate of
     Seller) having, at the time of the investment or contractual commitment to
     invest therein, a rating from Standard & Poor's of A-1+ and from Moody's of
     P-1;

          (d)  investments in money market funds (including funds for which
     Indenture Trustee or Owner Trustee or any of their respective Affiliates or
     any of Seller's Affiliates is investment manager or advisor) having a
     rating from Standard & Poor's of AAA-m or AAAm-G and from Moody's of Aaa;

          (e)  bankers' acceptances issued by any depository institution or
     trust company referred to in clause (b) above;

          (f)  repurchase obligations with respect to any security that is a
     direct obligation of, or fully guaranteed by, the United States of America
     or any agency or instrumentality thereof the obligations of which are
     backed by the full faith and credit of the United States of America, in
     either case entered into with a depository institution or trust company
     (acting as principal) referred to in clause (b) above; and

          (g)  any other investment with respect to which each Rating Agency has
     provided written notice that such investment would not cause such Rating
     Agency to downgrade or withdraw its then current rating of any class of
     Notes or the Certificates.

     "ERISA" is defined in Section 11.12 of the Trust Agreement.

     "Event of Default" is defined in Section 5.1 of the Indenture.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief
Accounting Officer, President, Executive Vice President, any Vice President, the
Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.

     "Expenses" is defined in Section 8.2 of the Trust Agreement.

                              Appendix X, Page 13
<PAGE>

     "Final Scheduled Distribution Date" means for (a) the Class A-1 Notes, the
______________ Distribution Date, (b) the Class A-2 Notes, the _____________
Distribution Date and (c) the Certificates, the ______________ Distribution
Date.

     "Final Scheduled Maturity Date" means the last day of the Collection Period
immediately preceding the Final Scheduled Distribution Date for the
Certificates.

     "Financed Vehicle" means a new or used automobile or light duty truck,
together with all accessions thereto, securing an Obligor's indebtedness under
the respective Receivable.

     "Fitch" means Fitch IBCA, or its successor.

     "GAAP" is defined in Section 10.1 of the Sale and Servicing Agreement.

     "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm pursuant
to the Indenture. A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto. Other forms of the verb "to Grant"
shall have correlative meanings.

     "Holder" means, as the context may require, a Certificateholder or a
Noteholder or both.

     "Indemnified Parties" is defined in Section 8.2 of the Trust Agreement.

     "Indenture" means the Indenture dated as of _________ __, 2000, between
Issuer and Indenture Trustee, as the same may be amended and supplemented from
time to time.

     "Indenture Trustee" means __________________________, not in its individual
capacity but as trustee under the Indenture, or any successor trustee under the
Indenture.

                              Appendix X, Page 14
<PAGE>

     "Independent" means, when used with respect to any specified Person, that
the person (a) is in fact independent of Issuer, any other obligor upon the
Notes, Seller and any Affiliate of any of the foregoing persons, (b) does not
have any direct financial interest or any material indirect financial interest
(other than less than 5% of the outstanding amount of any publicly traded
security) in Issuer, any such other obligor, Seller or any Affiliate of any of
the foregoing Persons and (c) is not connected with Issuer, any such other
obligor, Seller or any Affiliate of any of the foregoing Persons as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.

     "Independent Certificate" means a certificate or opinion to be delivered to
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1 of the Indenture, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of "Independent"
in the Indenture and that the signer is Independent within the meaning thereof.

     "Initial Principal Balance" means, in respect of a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and related costs, including accessories, service and warranty contracts,
insurance premiums, other items customarily financed as part of retail motor
vehicle loans and/or retail installment sales contracts and other fees charged
by a Seller Affiliate or the applicable Dealer and included in the amount to be
financed, the total of which is shown as the initial principal balance in the
note and security agreement or retail installment sale contract evidencing and
securing such Receivable.

     "Insolvency Event" means, for a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable Federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver (including any
receiver appointed under the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended), liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable Federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by such Person to
the entry of an order for relief in an involuntary case under any such law, or
the consent by such Person to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its

                              Appendix X, Page 15
<PAGE>

property, or the making by such Person of any general assignment for the benefit
of creditors, or the failure by such Person generally to pay its debts as such
debts become due, or the taking of action by such Person in furtherance of any
of the foregoing.

     "Insolvency Proceeds" is defined in Section 9.1(b) of the Sale and
Servicing Agreement.

     "Insurance Policies" means, all credit life and disability insurance
policies maintained by the Obligors and all Physical Damage Insurance Policies.

     "Interest Period" means, with respect to any specified Distribution Date,
the period from and including the Closing Date (in the case of the first
Distribution Date) and thereafter from and including the preceding Distribution
Date to but excluding such specified Distribution Date.

     "Interest Rate" means, with respect to the (a) Class A-1 Notes, the Class
A-1 Interest Rate and (b) Class A-2 Notes, the Class A-2 Interest Rate.

     "Issuer" means AmSouth Auto Receivables [Trust] [LLC] 200__-__.

     "Issuer Order" and "Issuer Request" means a written order or request signed
in the name of Issuer by any one of its Authorized Officers and delivered to
Indenture Trustee.

     "Lien" means a security interest, lien, charge, pledge, preference,
participation interest or encumbrance of any kind, other than liens for taxes
not yet due and payable, mechanics' or materialmen's liens and other liens for
work, labor or materials, and any other liens that may attach by operation of
law.

     "Liquidation Proceeds" means, with respect to any Receivable that has
become a Defaulted Receivable, (a) insurance proceeds received by Servicer with
respect to the Insurance Policies, (b) amounts received by Servicer in
connection with such Defaulted Receivable pursuant to the exercise of rights
under that Receivable and (c) the monies collected by Servicer (from whatever
source, including proceeds of a sale of a Financed Vehicle, a deficiency balance
recovered after the charge-off of the related Receivable or as a result of any
Dealer Recourse) on such Defaulted Receivable net of any expenses incurred by
Servicer in connection therewith and any payments required by law to be remitted
to the Obligor.

     "Minimum Specified Reserve Balance" with respect to any Distribution Date
means the lesser of (i) $__________ and (ii) the aggregate outstanding

                              Appendix X, Page 16
<PAGE>

principal amount of the Notes and the Certificate Balance (after giving effect
to any distributions on the Notes and Certificates on such Distribution Date).

     "Moody's" means Moody's Investors Service, Inc., or its successor.

     "Motor Vehicle" means a new or used automobile or light duty truck.

     "Motor Vehicle Loan" means a Direct Loan or retail installment sales
contract secured by a Motor Vehicle originated by a Seller Affiliate or another
financial institution.

     "Note" means a Class A-1 Note or Class A-2 Note.

     "Note Depository Agreement" means the agreement among Issuer, Servicer and
The Depository Trust Company, as the initial Clearing Agency, dated as of the
Closing Date, relating to the Notes, as the same may be amended or supplemented
from time to time.

     "Note Distribution Account" means the account designated as such,
established and maintained pursuant to Section 5.1 of the Sale and Servicing
Agreement.

     "Noteholder" means the Person in whose name a Note is registered on the
Note Register.

     "Note Owner" means, with respect to a Book-Entry Note, the person who is
the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with such Clearing
Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).

     "Note Pool Factor" for each class of Notes as of the close of business on a
Distribution Date means a seven-digit decimal figure equal to the outstanding
principal balance of such class of Notes divided by the original outstanding
principal balance of such class of Notes. The Note Pool Factor for each class of
Notes will be 1.0000000 as of the Cutoff Date; thereafter, the Note Pool Factor
for each class of Notes will decline to reflect reductions in the outstanding
principal balance of such class of Notes.

     "Noteholders' Distributable Amount" means, for any Distribution Date, the
sum of the Noteholders' Principal Distributable Amount and the Noteholders'
Interest Distributable Amount.

                              Appendix X, Page 17
<PAGE>

     "Noteholders' Interest Distributable Amount" means, for any Distribution
Date, the sum of (a) the Class A-1 Noteholders' Interest Distributable Amount
and (b) the Class A-2 Noteholders' Interest Distributable Amount for such
Distribution Date.

     "Noteholders' Monthly Principal Distributable Amount" means, for any
Distribution Date, the Noteholders' Percentage of the Principal Distribution
Amount.

     "Noteholders' Percentage" means 100% until the point in time at which the
Class A-1 Notes and Class A-2 Notes have been paid in full and zero thereafter.

     "Noteholders' Principal Carryover Shortfall" means, as of the close of
business on any specified Distribution Date, the excess of the Noteholders'
Monthly Principal Distributable Amount for such Distribution Date and any
outstanding Noteholders' Principal Carryover Shortfall from the Distribution
Date preceding the specified Distribution Date over the amount in respect of
principal that is actually deposited in the Note Distribution Account on the
specified Distribution Date.

     "Noteholders' Principal Distributable Amount" means, for any Distribution
Date, the sum of the Noteholder's Monthly Principal Distributable Amount for
such Distribution Date and the Noteholders' Principal Carryover Shortfall as of
the close of business on the preceding Distribution Date; provided that the
Noteholders' Principal Distributable Amount shall not exceed the aggregate
outstanding principal balance of the Notes. In addition, on the Final Scheduled
Distribution Date of each class of Notes, the principal required to be deposited
in the Note Distribution Account will include the amount necessary (after giving
effect to the other amounts to be deposited in the Note Distribution Account on
such Distribution Date and allocable to principal) to be paid to Noteholders of
such class to reduce the Outstanding Amount of such class of Notes to zero.

     "Note Register" and "Note Registrar" are defined in Section 2.4 of the
Indenture.

     "Obligor" means, with respect to a Receivable, the borrower or co-borrowers
under the related Receivable and any co-signer of the Receivable or other Person
who owes or may be primarily or secondarily liable for payments under such
Receivable.

     "Officer's Certificate" means: (a) for purposes of the Indenture, a
certificate signed by any Authorized Officer of Issuer, under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 11.1 and TIA (S) 314, and delivered to Indenture Trustee; and (b)

                              Appendix X, Page 18
<PAGE>

otherwise, a certificate signed by the chairman, the president, any vice
president or the treasurer of Seller or Servicer, as the case may be, and
delivered to Indenture Trustee. Unless otherwise specified, any reference in the
Indenture to an Officer's Certificate shall be to an Officer's Certificate of
any Authorized Officer of Issuer.

     "Opinion of Counsel" means one or more written opinions of counsel who may,
except as otherwise expressly provided in the Indenture, be employees of or
counsel to Issuer and who shall be satisfactory to Issuer, Owner Trustee or
Indenture Trustee, as applicable, and which opinion or opinions shall be
addressed to Issuer, Owner Trustee, or Indenture Trustee, as applicable and
shall be in form and substance satisfactory to the Issuer, Owner Trustee, and
Indenture Trustee, as applicable.

     "Original Pool Balance" means the Pool Balance as of the Cutoff Date, which
is $_____________.

     "Originator" means, with respect to any Direct Loan or retail installment
sales contract, the Seller Affiliate that was the lender with respect to such
Direct Loan or that acquired such Direct Loan or retail installment sales
contract from a Dealer or other Person.

     "Outstanding" means, as of the date of determination, all Notes theretofore
authenticated and delivered under the Indenture except:

          (a)  Notes theretofore canceled by Note Registrar or delivered to Note
     Registrar for cancellation;

          (b)  Notes or portions thereof the payment for which money in the
     necessary amount has been theretofore deposited with Indenture Trustee or
     any Paying Agent in trust for the Holders of such Notes (provided that if
     such Notes are to be redeemed, notice of such redemption has been duly
     given pursuant to the Indenture or provision therefor, satisfactory to
     Indenture Trustee); and

          (c)  Notes in exchange for or in lieu of other Notes which have been
     authenticated and delivered pursuant to the Indenture unless proof
     satisfactory to Indenture Trustee is presented that any such Notes are held
     by a bona fide purchaser;

provided that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned by
Issuer, any other obligor upon the Notes, Seller or any Affiliate of any of the

                              Appendix X, Page 19
<PAGE>

foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether Indenture Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of Indenture Trustee either
actually knows to be so owned or has received written notice thereof shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not Issuer, any other obligor upon the Notes, Seller or any Affiliate
of any of the foregoing Persons.

     "Outstanding Amount" means the aggregate principal amount of all Notes, or
class of Notes, as applicable, Outstanding at the date of determination.

     "Owner" means each Person who is the beneficial owner of a Book Entry
Certificate as reflected in the records of the Clearing Agency or if a Clearing
Agency Participant is not the Owner, then as reflected in records of a Person
maintaining an account with such Clearing Agency (directly or indirectly, in
accordance with the rules of such Clearing Agency).

     "Owner Trust Estate" means all right, title and interest of Issuer in and
to the property and rights assigned to Issuer pursuant to Article II of the Sale
and Servicing Agreement, all funds on deposit from time to time in the Trust
Accounts and the Certificate Distribution Account and all other property of
Issuer from time to time, including any rights of Owner Trustee and Issuer
pursuant to the Sale and Servicing Agreement.

     "Owner Trustee" means ___________________, a Delaware banking corporation,
not in its individual capacity but solely as owner trustee under the Trust
Agreement, and any successor Owner Trustee hereunder.

     "Payaheads" means early payments by or on behalf of Obligors on Precomputed
Receivables which, in accordance with the Servicer's customary practices, do not
constitute scheduled payments or full prepayments and are applied to principal
and interest in a subsequent period.

     "Payahead Account" means the account designated as such, established and
maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.

     "Paying Agent" means: (a) when used in the Indenture or otherwise with
respect to the Notes, Indenture Trustee or any other Person that meets the
eligibility standards for Indenture Trustee specified in Section 6.11 of the
Indenture and is authorized by Issuer to make the payments to and distributions
from the Collection Account and the Note Distribution Account, including

                              Appendix X, Page 20
<PAGE>

payment of principal of or interest on the Notes on behalf of Issuer; and (b)
when used in the Trust Agreement or otherwise with respect to the Certificates,
Owner Trustee or any other paying agent or co-paying agent appointed pursuant to
Section 3.9 of the Trust Agreement.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, limited liability company, joint venture, association,
joint stock company, trust, unincorporated organization, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Physical Damage Insurance Policy" means a theft and physical damage
insurance policy maintained by the Obligor under a Receivable, providing
coverage against loss or damage to or theft of the related Financed Vehicle.

     "Physical Property" is defined in the definition of "Delivery" above.

     "Pool Balance" means, at any time, the aggregate Principal Balance of the
Receivables (excluding Purchased Receivables and Defaulted Receivables) at such
time.

     "Precomputed Receivable" means (i) an Actuarial Receivable, (ii) a Rule of
78's Receivable or (iii) a Sum of Periodic Balances Receivable.

     "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

     "Principal Balance" means, as of any time, for any Receivable, the
principal balance of such Receivable under the terms of the Receivable
determined in accordance with the Servicer's customary practices.

     "Principal Distribution Amount" means, for any Distribution Date, the sum
of (a) the Available Principal for such Distribution Date, and (b) the aggregate
amount of Realized Losses for the related Collection Period.

     "Proceeding" means any suit in equity, action at law or other judicial or
administrative proceeding.

     "Purchase Agreement" means each agreement dated as of _________ __, 2000
between a Seller Affiliate and Seller under which such Seller Affiliate sells
Receivables to Seller.

                              Appendix X, Page 21
<PAGE>

     "Purchase Amount" of any Receivable means, with respect to any Deposit Date
and the last day of the related Collection Period, an amount equal to the sum of
(a) the outstanding Principal Balance of such Receivable as of the last day of
such Collection Period and (b) the amount of accrued and unpaid interest on such
Principal Balance at the related Contract Rate from the date a payment was last
made by or on behalf of the Obligor through and including the last day of such
Collection Period, in each case after giving effect to the receipt of monies
collected on such Receivable in such Collection Period.

     "Purchased Receivable" means a Receivable purchased as of the close of
business on the last day of a Collection Period by Servicer pursuant to Section
4.7 of the Sale and Servicing Agreement or repurchased by Seller pursuant to
Section 3.3 of the Sale and Servicing Agreement.

     "Rating Agencies" means [Moody's, Standard & Poor's and Fitch.]

     "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given 10 days' prior notice thereof (or such
shorter period as shall be acceptable to the Rating Agencies) and that none of
the Rating Agencies shall have notified Seller, Servicer, Owner Trustee or
Indenture Trustee in writing that such action will, in and of itself, result in
a reduction or withdrawal of the then current rating of any class of Notes, or
the Certificates.

     "Realized Losses" means, for any Collection Period, the aggregate Principal
Balances of any Receivables that became Defaulted Receivables during such
Collection Period.

     "Receivable" means each Motor Vehicle Loan described in the Schedule of
Receivables, but excluding (i) Defaulted Receivables to the extent the Principal
Balances thereof have been deposited in the Collection Account and (ii) any
Purchased Receivables.

     "Receivable Files" is defined in Section 3.4 of the Sale and Servicing
Agreement.

     "Record Date" means, with respect to any Distribution Date or Redemption
Date, the close of business on the day immediately preceding such Distribution
Date or Redemption Date; or, if Definitive Notes or Definitive Certificates have
been issued, the last day of the month preceding such Distribution Date.

     "Redemption Date" means in the case of a redemption of the Notes pursuant
to Section 10.1(a) of the Indenture or a payment to Noteholders pursuant

                              Appendix X, Page 22
<PAGE>

to Section 10.1(b) of the Indenture, the Distribution Date specified by Servicer
or Issuer pursuant to such Section 10.1(a) or (b).

     "Redemption Price" means (a) in the case of a redemption of the Notes
pursuant to Section 10.1(a) of the Indenture, an amount equal to the unpaid
principal amount of the then outstanding Class A-2 Notes plus accrued and unpaid
interest thereon to but excluding the Redemption Date, (b) in the case of a
payment made to Noteholders pursuant to Section 10.1(b) of the Indenture, the
amount on deposit in the Note Distribution Account, but not in excess of the
amount specified in clause (a) or (c) in the case of a redemption of the
Certificates pursuant to Section 9.3(a) of the Trust Agreement, an amount equal
to the Certificate Balance of the Certificates plus accrued interest thereon but
excluding such Redemption Date.

     "Required Rating" means a rating with respect to short term deposit
obligations of at least P-1 by Moody's and at least A-1 by Standard & Poor's.

     "Reserve Account" means the account designated as such, established and
maintained pursuant to Section 5.8 of the Sale and Servicing Agreement.

     "Reserve Account Deposit" means an amount equal to $__________.

     "Reserve Account Property" means the Reserve Account, the Reserve Account
Deposit and all proceeds of the Reserve Account and the Reserve Account Deposit,
including all securities, investments, general intangibles, financial assets and
investment property from time to time credited to and any security entitlement
to the Reserve Account.

     "Reserve Account Transfer Amount" means, with respect to any Distribution
Date, an amount equal to the lesser of (a) the amount of cash or other
immediately available funds on deposit in the Reserve Account on such
Distribution Date (before giving effect to any withdrawals therefrom relating to
such Distribution Date) or (b) the amount, if any, by which (i) the sum of the
Servicing Fee for the related Collection Period and all accrued and unpaid
Servicing Fees for prior Collection Periods, the Noteholders' Interest
Distributable Amount, the Certificateholders' Interest Distributable Amount, the
Noteholders' Principal Distributable Amount and the Certificateholders'
Principal Distributable Amount for such Distribution Date exceeds (ii) the sum
of the Available Interest and the Available Principal for such Distribution
Date.

     "Responsible Officer" means, with respect to Indenture Trustee, any officer
within the Corporate Trust Office of Indenture Trustee, including any Vice
President, Assistant Vice President, Assistant Treasurer, Assistant Secretary,
or any other officer of Indenture Trustee customarily performing functions
similar

                         Appendix X, Page 23
<PAGE>

to those performed by any of the above designated officers and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     "Rule of 78's Receivable" means a Receivable that provides for the payment
by the Obligor of a specified total amount of payments, payable in equal monthly
installments on each due date, which total represents the principal amount
financed and add-on interest in an amount calculated at the stated Contract Rate
for the term of the Receivable and allocated to each monthly payment based upon
a fraction, the numerator of which is the number of payments scheduled to have
been made prior to the due date for such monthly payment on such Receivable and
the denominator of which is the sum of all such numbers of payments to be made
until the maturity of such Receivable.

     "Sale and Servicing Agreement" means the Sale and Servicing Agreement among
Issuer, Indenture Trustee, AmSouth, as Servicer, and AmSouth Auto Receivables
LLC, as Seller, dated as of ________, 2000, as the same may be amended and
supplemented from time to time.

     "Schedule of Receivables" means, with respect to the Motor Vehicle Loans to
be conveyed to Seller by each Seller Affiliate and to Issuer by Seller, the list
identifying such Motor Vehicle Loans delivered to Indenture Trustee at the
Closing.

     "Secretary of State" means the Secretary of State of the State of Delaware.

     "Securities Intermediary" is defined in Section 5.8 of the Sale and
Servicing Agreement.

     "Seller" means AmSouth Auto Receivables LLC, a Delaware corporation, and
any successor pursuant to Section 6.4 of the Sale and Servicing Agreement.

     "Seller Affiliate" means each Affiliate of the Seller that has sold
Receivables to the Seller.

     "Servicer" means AmSouth and each Successor Servicer.

     "Servicer Termination Event" means an event specified in Section 8.1 of the
Sale and Servicing Agreement.

     "Servicer's Report" means a report of Servicer delivered pursuant to
Section 4.9 of the Sale and Servicing Agreement, substantially in the form of
Exhibit C to that agreement.

                         Appendix X, Page 24
<PAGE>

     "Servicing Fee" is defined in Section 4.8 of the Sale and Servicing
Agreement.

     "Servicing Fee Rate" means [1.00]% per annum.

     "Simple Interest Method" means the method of allocating a fixed level
payment monthly installments between principal and interest, pursuant to which
such payment is allocated first to accrued and unpaid interest at the Contract
Rate on the unpaid principal balance and the remainder of such payment is
allocable to principal.

     "Simple Interest Receivable" means any Receivable under which the portion
of a payment allocable to interest and the portion allocable to principal is
determined in accordance with the Simple Interest Method.

     "Specified Reserve Account Balance" means, for any Distribution Date, the
greater of (a) ___% of the sum of the aggregate outstanding principal amount of
each class of Notes plus the outstanding Certificate Balance on such
Distribution Date (after giving effect to all payments on the Notes and
distributions with respect to the Certificates to be made on or prior to such
Distribution Date), and (b) the Minimum Specified Reserve Balance as of such
Distribution Date.

     "Standard & Poor's" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., or its successor.

     "State" means any one of the 50 states of the United States of America or
the District of Columbia.

     "Successor Servicer" is defined in Section 3.7(e) of the Indenture.

     "Sum of Periodic Balances Receivable" means a Receivable that provides for
the payment by the Obligor of a specified total amount of payments, payable in
equal monthly installments on each due date, which total represents the
principal amount financed and add-on interest in an amount calculated at the
stated Contract Rate for the term of the Receivable and allocated to each
monthly payment based upon a fraction, the numerator of which is the principal
balance of such Receivable immediately prior to the due date for such monthly
payment and the denominator of which is the sum of all principal balances for
each monthly payment to be made until the maturity of such Receivable.

     "Supplemental Servicing Fee" is defined in Section 4.8 of the Sale and
Servicing Agreement.

                         Appendix X, Page 25
<PAGE>

     "Total Distribution Amount" means, for each Distribution Date, the sum of
(a) the Available Interest, (b) the Available Principal and (c) the Reserve
Account Transfer Amount, in each case in respect of such Distribution Date.

     "Treasury Regulations" means regulations, including proposed or temporary
regulations, promulgated under the Code.

     "Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), and all proceeds of the foregoing.

     "Trust Accounts" is defined in Section 5.1 of the Sale and Servicing
Agreement.

     "Trust Agreement" means the Trust Agreement dated as of _______ __, 2000,
between Seller and Owner Trustee, as the same may be amended and supplemented
from time to time.

     "Trust Estate" means all money, instruments, rights and other property that
are subject or intended to be subject to the lien and security interest of the
Indenture for the benefit of the Noteholders (including all property and
interests Granted to Indenture Trustee), including all proceeds thereof.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in
force on the date hereof, unless otherwise specifically provided.

     "Trust Property" shall have the meaning set forth in Section 2.1 of the
Sale and Servicing Agreement.

     "UCC" means the Uniform Commercial Code, as in effect in the relevant
jurisdiction.

                         Appendix X, Page 26