Sale And Service Agreement Dated October 19, 2000

EXECUTION COPY


SALE AND SERVICING
AGREEMENT


among


AMSOUTH AUTO TRUST 2000-1


as


Issuer


AMSOUTH AUTO RECEIVABLES LLC


as


Seller


AMSOUTH BANK,


as Servicer


and


THE BANK OF NEW YORK TRUST


COMPANY OF FLORIDA, NATIONAL ASSOCIATION


as Indenture Trustee


Dated as of October 1, 2000


2000-1 SALE AND SERVICING AGREEMENT


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


Page
----


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 with
respect to the Receivable................................ 3
SECTION 3.2. Repurchase upon Breach................................... 4
SECTION 3.3. Custodian of Receivable Files............................ 5


ARTICLE IV. ADMINISTRATION AND SERVICING OF RECEIVABLES.................... 8
SECTION 4.1. Duties of Servicer....................................... 8
SECTION 4.2. Collection of Receivable Payments........................ 9
SECTION 4.3. Realization upon Receivables............................. 9
SECTION 4.4. Physical Damage Insurance................................ 10
SECTION 4.5. Maintenance of Security Interests in Financed Vehicles... 11
SECTION 4.6. Covenants of Servicer.................................... 11
SECTION 4.7. Purchase by Servicer upon Breach......................... 11
SECTION 4.8. Servicing Fee............................................ 12
SECTION 4.9. Servicer's Report........................................ 12
SECTION 4.10. Annual Statement as to Compliance; Notice of Default.... 12
SECTION 4.11. Annual Independent Certified Public
Accountants' Report..................................... 13
SECTION 4.12. Access to Certain Documentation and Information
Regarding Receivables................................... 13
SECTION 4.13. Reports to the Commission............................... 14
SECTION 4.14. Reports to the Rating Agencies.......................... 14
SECTION 4.15. Servicer Expenses....................................... 14


ARTICLE V. DISTRIBUTIONS; RESERVE ACCOUNT;
STATEMENTS TO CERTIFICATEHOLDERS
AND NOTEHOLDERS........................................................ 14
SECTION 5.1. Establishment of Collection Account...................... 14
SECTION 5.2. Collections.............................................. 17
SECTION 5.3. [Reserved]............................................... 17
SECTION 5.4. Additional Deposits...................................... 17
SECTION 5.5. Distributions............................................ 18
SECTION 5.6. Statements to Certificateholders and Noteholders......... 19
SECTION 5.7. Net Deposits............................................. 20


SECTION 5.8. Reserve Account....................................... 21


ARTICLE VI. SELLER....................................................... 23
SECTION 6.1. Representations of Seller............................. 23
SECTION 6.2. Continued Existence................................... 25
SECTION 6.3. Liability of Seller; Indemnities...................... 25
SECTION 6.4. Merger or Consolidation of, or Assumption of the
Obligations of, Seller.............................. 26
SECTION 6.5. Limitation on Liability of Seller and Others.......... 26
SECTION 6.6. Seller May Own Certificates or Notes.................. 27
SECTION 6.7. Security Interest..................................... 27
SECTION 6.8. Indebtedness of Seller................................ 27


ARTICLE VII. SERVICER.................................................... 27
SECTION 7.1. Representations of Servicer........................... 27
SECTION 7.2. Indemnities of Servicer............................... 29
SECTION 7.3. Merger or Consolidation of, or Assumption of the
Obligations of, Servicer............................ 30
SECTION 7.4. Limitation on Liability of Servicer and Others........ 30
SECTION 7.5. AmSouth Bank Not To Resign as Servicer................ 31
SECTION 7.6. Existence............................................. 31
SECTION 7.7. Servicer May Own Notes or Certificates................ 31


ARTICLE VIII. SERVICER TERMINATION EVENTS................................ 32
SECTION 8.1. Servicer Termination Event............................ 32
SECTION 8.2. Appointment of Successor.............................. 33
SECTION 8.3. Payment of Servicing Fee.............................. 34
SECTION 8.4. Notification to Noteholders and Certificateholders.... 34
SECTION 8.5. Waiver of Past Defaults............................... 34


ARTICLE IX. TERMINATION.................................................. 35
SECTION 9.1. Optional Purchase of All Receivables;
Termination Notice.................................. 35


ARTICLE X. MISCELLANEOUS PROVISIONS...................................... 35
SECTION 10.1. Amendment............................................. 35
SECTION 10.2. Protection of Title to Trust Property................. 36
SECTION 10.3. Notices............................................... 38
SECTION 10.4. Assignment............................................ 39
SECTION 10.5. Litigation and Indemnities............................ 39
SECTION 10.6. Limitations on Rights of Others....................... 39
SECTION 10.7. Severability.......................................... 40
SECTION 10.8. Separate Counterparts................................. 40
SECTION 10.9. Headings.............................................. 40
SECTION 10.10. Governing Law......................................... 40


SECTION 10.11. Assignment to Indenture Trustee........................ 40
SECTION 10.12. Nonpetition Covenant................................... 40
SECTION 10.13. Limitation of Liability of Owner
Trustee and Indenture Trustee........................ 40
SECTION 10.14. Further Assurances..................................... 41
SECTION 10.15. No Waiver; Cumulative Remedies......................... 41


SCHEDULES


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


EXHIBITS


Exhibit A -- Form of Servicer's Report


APPENDIX


Appendix X -- Definitions


SALE AND SERVICING AGREEMENT dated as of October 1, 2000, (this "Agreement") among AMSOUTH AUTO TRUST 2000-1, a New York common law 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 THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, NATIONAL ASSOCIATION, a national banking association (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 secured by new and used automobiles and light trucks purchased from motor vehicle dealers by AmSouth Bank and sold to Seller under the Purchase Agreement;


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


2000-1 SALE AND SERVICING AGREEMENT


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 Percentage Interests, 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 AmSouth Bank 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 the Purchase Agreement, including the right of Seller to cause AmSouth Bank to repurchase Receivables from Seller pursuant to the Purchase Agreement;


(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.


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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 AmSouth Bank or Seller 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.


It is the express intention of Seller and Issuer that (i) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Trust Property described above, conveying good title thereto free an clear of any liens, encumbrances, security interests or rights of other Persons, from Seller to Issuer and (ii) the Receivables and the other Trust Property described above not be a part of Seller's estate in the event of a bankruptcy or insolvency of Seller. If, notwithstanding the intention of Seller and Issuer, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Seller hereby grants, and the parties intend that Seller shall have granted, to Issuer a first priority perfected security interest in all of Seller's right, title and interest in the items of the Trust Property and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and Issuer shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.


ARTICLE III THE RECEIVABLES.


SECTION 3.1. Representations and Warranties with respect to the Receivables. (a) AmSouth Bank has made the representations and warranties set forth in Section 3.3 of the Purchase Agreement, and has consented to the assignment by Seller to Issuer of Seller's rights with respect thereto. Pursuant to Section 2.1 of this Agreement, Seller has transferred to Issuer all of Seller's right, title and interest in, to and under the Purchase Agreement, including the representations and warranties of AmSouth Bank therein, upon which Issuer relies in accepting the Receivables, together with all rights of Seller with respect to any breach thereof, including the right to require AmSouth Bank to purchase Receivables in accordance with the Purchase Agreement.


(b) 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 transfer and assignment of the Receivables to Issuer and the pledge thereof to Indenture Trustee pursuant to the Indenture.


(i) 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


2000-1 SALE SERVICING AGREEMENT
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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.


(ii) 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.


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


SECTION 3.2. 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 AmSouth Bank in Section 3.3 of the Purchase Agreement or made by Seller in Section 3.1, provided that the failure to give such notice shall not affect any obligation of AmSouth Bank or 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 AmSouth Bank or Seller, as applicable, 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, AmSouth Bank or Seller, as applicable, 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, which amount shall be deposited in the Collection Account, and, with respect to breaches of any representation or warranty made by AmSouth Bank in Section 3.3 of the Purchase Agreement, Seller shall enforce the obligation of AmSouth Bank under the Purchase Agreement to purchase the affected Receivables. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties 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 (except as provided in Section 4.2 of the Purchase Agreement and Section 6.3 of this Agreement) 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; provided that this Section shall not limit the
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right of the Servicer, Owner Trustee or Indenture Trustee to enforce (or to cause Seller to enforce) the obligation of AmSouth Bank pursuant to the Purchase Agreement.


With respect to all Receivables repurchased pursuant to this Section 3.2, Issuer shall assign to AmSouth Bank or Seller, as applicable, without recourse, all of Issuer's right, title and interest in and to such Receivables and all security and documents, relating thereto.


SECTION 3.3. 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 Receivable;


(ii) the original credit application, fully executed by the Obligor or
a photocopy thereof, or a record thereof on a computer file, diskette or on
microfiche;


(iiI) the original certificate of title, or such other documents as
AmSouth Bank keeps on file, in accordance with its customary procedures,
evidencing the security interest of AmSouth Bank in the Financed Vehicle;


(iv) originals or true copies of all documents, instruments or
writings relating to extensions, amendments or waivers of the Receivable or
a photocopy thereof, or a record thereof on a computer file, diskette or on
microfiche; and


(v) any and all other documents or electronic records that AmSouth
Bank 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 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 the Owner Trustee and the Indenture Trustee to verify, if the Owner Trustee or the Indenture Trustee so elects, the accuracy of the record keeping of Custodian. Custodian shall promptly report to


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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. 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 as Owner Trustee or Indenture Trustee shall instruct for purposes of inspecting, auditing or making copies of abstracts of the same, but only upon reasonable notice and during the normal business hours at the respective offices of Custodian.


(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.


(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. Subject to Section 10.5, Custodian shall indemnify and hold harmless Issuer, Owner Trustee (individually and in such capacity) and Indenture


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Trustee (individually and in such capacity), 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 reasonable ...