<PAGE>
                                                                  EXECUTION COPY
                                                                     Exhibit 4.2

                                    INDENTURE

                                     between

                           M&I AUTO LOAN TRUST 2003-1

                                    as Trust

                                       and


                              BNY MIDWEST TRUST CO.


                              as Indenture Trustee

                                       and


                           M&I MARSHALL & ILSLEY BANK

                                   as Servicer


                                November 13, 2003

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                            CROSS REFERENCE TABLE 1
                            ---------------------

  TIA                                                                 Indenture
Section                                                               Section

310      (a)(1)....................................................   6.11
         (a)(2)....................................................   6.11
         (a)(3)....................................................   6.10
         (a)(4)....................................................   N.A2
         (a)(5)....................................................   6.11
         (b)  .....................................................   6.8; 6.11
         (c)  .....................................................   N.A.
311      (a)  .....................................................   6.12
         (b)  .....................................................   6.12
         (c)  .....................................................   N.A.
312      (a)  .....................................................   7.1
         (b)  .....................................................   7.2
         (c)  .....................................................   7.2
         (d)  .....................................................   7.4
313      (a)  .....................................................   7.4
         (b)(1)....................................................   7.4
         (b)(2)....................................................   11.5
         (c)  .....................................................   7.4
         (d)  .....................................................   7.3
314      (a)  .....................................................   11.15
         (b)  .....................................................   11.1
         (c)(1)....................................................   11.1(c)(2)
         11.1
         (c)(3)....................................................   11.1
         (d)  .....................................................   11.1
         (e)  .....................................................   11.1
         (f)  .....................................................   11.1
315      (a)  .....................................................   6.1
         (b)  .....................................................   6.5; 11.5
         (c)  .....................................................   6.1
         (d)  .....................................................   6.1
         (e)  .....................................................   5.13
316      (a)(last sentence)........................................   2.7
         (a)(1)(A).................................................   5.11
         (a)(1)(B).................................................   5.12
         (a)(2)....................................................   N.A.
         (b)  .....................................................   5.7
         (c)  .....................................................   N.A.
317      (a)(1)....................................................   5.3
         (a)(2)....................................................   5.3
         (b)  .....................................................   3.3
318      (a)  .....................................................   11.7||

----------
1    Note: This Cross Reference Table shall not, for any purpose, be deemed to
     be part of this Indenture.
2    N.A. means Not Applicable.

                                       i

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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I     DEFINITIONS AND INCORPORATION BY REFERENCE.......................2

     SECTION 1.1    Definitions................................................2

     SECTION 1.2    Incorporation by Reference of Trust Indenture Act..........2

     SECTION 1.3    Other Interpretive Provisions..............................2

ARTICLE II    THE NOTES........................................................3

     SECTION 2.1    Form.......................................................3

     SECTION 2.2    Execution, Authentication and Delivery.....................3

     SECTION 2.3    Temporary Notes............................................4

     SECTION 2.4    Registration of Transfer and Exchange......................4

     SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes.................6

     SECTION 2.6    Persons Deemed Owner.......................................6

     SECTION 2.7    Payment of Principal and Interest; Defaulted Interest......7

     SECTION 2.8    Cancellation...............................................7

     SECTION 2.9    Release of Collateral......................................8

     SECTION 2.10   Book-Entry Notes...........................................8

     SECTION 2.11   Notices to Clearing Agency.................................9

     SECTION 2.12   Definitive Notes...........................................9

     SECTION 2.13   Authenticating Agents......................................9

     SECTION 2.14   Tax Treatment.............................................10

     SECTION 2.15   Note Paying Agents........................................10

     SECTION 2.16   Funding Events............................................11

ARTICLE III   COVENANTS.......................................................12

     SECTION 3.1    Payment of Principal and Interest.........................12

     SECTION 3.2    Maintenance of Office or Agency...........................12

     SECTION 3.3    Money for Payments To Be Held in Trust....................12

     SECTION 3.4    Existence.................................................14

     SECTION 3.5    Protection of Trust Property..............................14

     SECTION 3.6    Opinions as to Trust Estate...............................14

     SECTION 3.7    Performance of Obligations; Servicing of Receivables......15

     SECTION 3.8    Negative Covenants........................................16

     SECTION 3.9    Annual Statement as to Compliance.........................17

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                                TABLE OF CONTENTS
                                    continued

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     SECTION 3.10   The Trust May Consolidate, Etc............................17

     SECTION 3.11   Successor or Transferee...................................19

     SECTION 3.12   No Other Business.........................................19

     SECTION 3.13   No Borrowing..............................................19

     SECTION 3.14   Servicer's Obligations....................................19

     SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities.........19

     SECTION 3.16   Capital Expenditures......................................20

     SECTION 3.17   Restricted Payments.......................................20

     SECTION 3.18   Notice of Events of Default...............................20

     SECTION 3.19   Further Instruments and Acts..............................20

     SECTION 3.20   Removal of Administrator..................................20

ARTICLE IV    SATISFACTION AND DISCHARGE......................................20

     SECTION 4.1    Satisfaction and Discharge of Indenture...................20

     SECTION 4.2    Application of Trust Money................................21

     SECTION 4.3    Repayment of Moneys Held by Paying Agent..................21

ARTICLE V     REMEDIES........................................................22

     SECTION 5.1    Events of Default.........................................22

     SECTION 5.2    Acceleration of Maturity; Rescission and Annulment........23

     SECTION 5.3    Collection of Indebtedness and Suits for
                    Enforcement by Indenture Trustee..........................23

     SECTION 5.4    Remedies; Priorities......................................25

     SECTION 5.5    Optional Preservation of the Receivables..................28

     SECTION 5.6    Limitation of Suits.......................................28

     SECTION 5.7    Unconditional Rights of Noteholders To Receive
                    Principal and Interest....................................29

     SECTION 5.8    Restoration of Rights and Remedies........................29

     SECTION 5.9    Rights and Remedies Cumulative............................29

     SECTION 5.10   Delay or Omission Not a Waiver............................29

     SECTION 5.11   Control by Controlling Note Class of Noteholders..........29

     SECTION 5.12   Waiver of Past Defaults...................................30

     SECTION 5.13   Undertaking for Costs.....................................30

     SECTION 5.14   Waiver of Stay or Extension Laws..........................31

                                      iii

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                                TABLE OF CONTENTS
                                    continued

                                                                            Page

     SECTION 5.15   Action on Notes...........................................31

     SECTION 5.16   Performance and Enforcement of Certain Obligations........31

ARTICLE VI    INDENTURE TRUSTEE...............................................32

     SECTION 6.1    Duties of Indenture Trustee...............................32

     SECTION 6.2    Rights of Indenture Trustee...............................33

     SECTION 6.3    Individual Rights of Indenture Trustee....................35

     SECTION 6.4    Indenture Trustee's Disclaimer............................35

     SECTION 6.5    Notice of Defaults........................................35

     SECTION 6.6    Reports by Indenture Trustee to Holders...................35

     SECTION 6.7    Compensation and Indemnity................................35

     SECTION 6.8    Replacement of Indenture Trustee..........................36

     SECTION 6.9    Successor Indenture Trustee by Merger.....................37

     SECTION 6.10   Appointment of Co-Indenture Trustee or Separate
                    Indenture Trustee.........................................37

     SECTION 6.11   Eligibility; Disqualification.............................38

     SECTION 6.12   Preferential Collection of Claims Against the Trust.......39

ARTICLE VII   NOTEHOLDERS' LISTS AND REPORTS..................................39

     SECTION 7.1    The Trust to Furnish Indenture Trustee Names and
                    Addresses of Noteholders..................................39

     SECTION 7.2    Preservation of Information; Communications to
                    Noteholders...............................................40

     SECTION 7.3    Reports by the Trust......................................40

     SECTION 7.4    Reports by Indenture Trustee..............................40

ARTICLE VIII  ACCOUNTS, DISBURSEMENTS AND RELEASES............................41

     SECTION 8.1    Collection of Money.......................................41

     SECTION 8.2    Trust Accounts............................................41

     SECTION 8.3    General Provisions Regarding Accounts.....................43

     SECTION 8.4    Release of Trust Estate...................................44

     SECTION 8.5    Opinion of Counsel........................................45

     SECTION 8.6    Reserve Account...........................................45

     SECTION 8.7    Pre-Funding Account.......................................47

ARTICLE IX    SUPPLEMENTAL INDENTURES.........................................49

     SECTION 9.1    Supplemental Indentures Without Consent of
                    Noteholders...............................................49

                                       iv

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                                TABLE OF CONTENTS
                                    continued

                                                                            Page

     SECTION 9.2    Supplemental Indentures with Consent of
                    Noteholders...............................................51

     SECTION 9.3    Execution of Supplemental Indentures......................52

     SECTION 9.4    Effect of Supplemental Indenture..........................52

     SECTION 9.5    Conformity With Trust Indenture Act.......................53

     SECTION 9.6    Reference in Notes to Supplemental Indentures.............53

ARTICLE X     REDEMPTION OF NOTES.............................................53

     SECTION 10.1   Redemption................................................53

     SECTION 10.2   Form of Redemption Notice.................................53

     SECTION 10.3   Notes Payable on Redemption Date..........................54

ARTICLE XI    MISCELLANEOUS...................................................54

     SECTION 11.1   Compliance Certificates and Opinions, etc.................54

     SECTION 11.2   Form of Documents Delivered to Indenture Trustee..........55

     SECTION 11.3   Acts of Noteholders.......................................56

     SECTION 11.4   Notices, etc., to Indenture Trustee, the Trust
                    and Rating Agencies.......................................57

     SECTION 11.5   Notices to Noteholders; Waiver............................57

     SECTION 11.6   Alternate Payment and Notice Provisions...................58

     SECTION 11.7   Conflict with Trust Indenture Act.........................58

     SECTION 11.8   Effect of Headings and Table of Contents..................58

     SECTION 11.9   Successors and Assigns....................................58

     SECTION 11.10  Separability..............................................59

     SECTION 11.11  Benefits of Indenture.....................................59

     SECTION 11.12  Legal Holidays............................................59

     SECTION 11.13  GOVERNING LAW.............................................59

     SECTION 11.14  Counterparts..............................................59

     SECTION 11.15  Recording of Indenture....................................59

     SECTION 11.16  Trust Obligation..........................................59

     SECTION 11.17  No Petition...............................................60

     SECTION 11.18  Inspection................................................60

     SECTION 11.19  Confidential Information..................................61

     SECTION 11.20  Limitation of Liability...................................61

                                        v

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                                TABLE OF CONTENTS
                                    continued

                                                                            Page

EXHIBITS

Exhibit A-1      Form of Class A-1 Note
Exhibit A-2      Form of Class A-2 Note
Exhibit A-3      Form of Class A-3 Note
Exhibit A-4      Form of Class A-4 Note
Exhibit B        Form of Class B Note
Exhibit C        Notice of Funding Date
Exhibit D        Form of Funding Date Officer's Certificate
Exhibit E        Form of Final Funding Date Officer's Certificates

                                       vi

<PAGE>

     INDENTURE dated as of November 13, 2003, (as from time to time amended,
supplemented or otherwise modified and in effect, this "Indenture") between M&I
AUTO LOAN TRUST 2003-1 (the "Trust"), a Delaware statutory trust, BNY MIDWEST
TRUST CO., solely as trustee and not in its individual capacity ("Indenture
Trustee") and M&I MARSHALL & ILSLEY BANK (the "Servicer").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Trust's 1.1475% Class A-1 Asset
Backed Notes (the "Class A-1 Notes"), 1.60% Class A-2 Asset Backed Notes (the
"Class A-2 Notes"), 2.31% Class A-3 Asset Backed Notes (the "Class A-3 Notes"),
2.97% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the
Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A
Notes") and 3.45% Class B Asset Backed Notes (the "Class B Notes" and, together
with the Class A Notes, the "Notes"):

                                 GRANTING CLAUSE

     The Trust hereby Grants to Indenture Trustee on the Closing Date and on
each Funding Date, as Indenture Trustee for the benefit of the Holders of the
Notes, all of the Trust's right, title and interest in and to (a) the
Receivables, and all moneys received thereon after the related Cutoff Date; (b)
the security interests in the Financed Vehicles granted by Obligors pursuant to
the Receivables and any other interest of the Trust in the Financed Vehicles and
any other property that shall secure the Receivables; (c) any proceeds with
respect to the Receivables from claims on any Insurance Policies covering
Financed Vehicles or the Obligors; (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) 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 funds on deposit
from time to time in the Trust Accounts and in the Pre-Funding Account and the
Reserve Account, and in all investments and proceeds thereof; (g) under the
Purchase Agreement; (h) in any instrument or document relating to the
Receivables; (i) the Trust's rights under the Sale and Servicing Agreement; (j)
all present and future claims, demands, causes and choses in action in respect
of any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing; (k) the Pre-Funding Account and the Reserve Account, and all proceeds
of the foregoing, 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; and (l) the Reserve Account Deposit
and the Initial Pre-Funding Deposit and all proceeds thereof (collectively, the
"Collateral").

<PAGE>

     The foregoing Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes, equally
and ratably without prejudice, priority or distinction except as set forth
herein, and to secure compliance with the provisions of this Indenture, all as
provided in this Indenture.

     BNY Midwest Trust Co., as Indenture Trustee on behalf of the Holders of the
Notes, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with its provisions and agrees to perform its duties required in this
Indenture to the best of its ability to the end that the interests of the
Holders of the Notes may be adequately and effectively protected. The Trust
hereby authorizes the filing of any financing statements necessary to perfect
the security interest of the Indenture Trustee created by the Grant.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1 Definitions. Capitalized terms are used in this Indenture as
defined in Appendix X to the Sale and Servicing Agreement dated as of November
13, 2003, among M&I Dealer Auto Securitization, LLC, as Seller, the Trust, BNY
Midwest Trust Co., as Indenture Trustee, and M&I Bank, as Servicer.

     SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means Indenture Trustee.

     "obligor" on the indenture securities means the Trust and any other obligor
on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

     SECTION 1.3 Other Interpretive Provisions. All terms defined in this
Indenture shall have the defined meanings when used in any certificate or other
document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Indenture and all such certificates and other documents, unless
the context otherwise requires: (a) accounting terms not otherwise defined in
this Indenture, and accounting terms partly defined in this Indenture to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting

                                       -2-

<PAGE>

principles; (b) the words "hereof," "herein" and "hereunder" and words of
similar import refer to this Indenture as a whole and not to any particular
provision of this Indenture; (c) references to any Article, Section, Schedule or
Exhibit are references to Articles, Sections, Schedules and Exhibits in or to
this Indenture 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; (d) the
term "including" means "including without limitation"; (e) 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; (f) references to any Person include that Person's successors and
assigns; and (g) headings are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

                                   ARTICLE II
                                    THE NOTES

     SECTION 2.1 Form. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class A-4 Notes and Class B Notes, in each case together with Indenture
Trustee's certificate of authentication, shall be in substantially the forms set
forth in Exhibits A-1, A-2, A-3, A-4 and B, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

     The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

     Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibits A-1, A-2, A-3, A-4 and B are part of the terms of
this Indenture.

     SECTION 2.2 Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Trust by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile.

     Notes bearing the manual or facsimile signature of individuals who were at
any time Authorized Officers of the Trust shall bind the Trust, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Notes or did not hold such offices at
the date of such Notes.

     Indenture Trustee shall upon Issuer Order authenticate and deliver Class
A-1 Notes for original issue in an aggregate principal amount of $174,000,000,
Class A-2 Notes for original issue in the aggregate principal amount of
$220,000,000, Class A-3 Notes for original issue in the aggregate principal
amount of $285,000,000, Class A-4 Notes for original issue in the aggregate
principal amount of $145,500,000, and Class B Notes for original issue in the
aggregate principal amount of $25,500,000. The aggregate principal amount of
Class A-1 Notes,

                                       -3-

<PAGE>

Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding
at any time may not exceed such amounts except as provided in Section 2.5.

     Each Note shall be dated the date of its authentication. The Notes shall be
issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples of $500.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.

     SECTION 2.3 Temporary Notes. Pending the preparation of Definitive Notes,
the Trust may execute, and upon receipt of an Issuer Order, Indenture Trustee
shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations not inconsistent
with the terms of this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

     If temporary Notes are issued, the Trust will cause Definitive Notes to be
prepared without unreasonable delay. After the preparation of Definitive Notes,
the temporary Notes shall be exchangeable for Definitive Notes upon surrender of
the temporary Notes at the office or agency of the Indenture Trustee to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Trust shall
execute and Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

     SECTION 2.4 Registration of Transfer and Exchange. The Trust shall cause to
be kept a register (the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Trust shall provide for the registration of
Notes and the registration of transfers of Notes. Indenture Trustee or its
designee shall initially be "Note Registrar" for the purpose of maintaining such
Note Register and registering Notes and transfers of Notes as herein provided.
Upon any resignation of any Note Registrar, the Trust shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties of
Note Registrar.

     If a Person other than Indenture Trustee is appointed by the Trust as Note
Registrar, the Trust will give Indenture Trustee prompt written notice of the
appointment of such Note Registrar and of the location, and any change in the
location, of the Note Register, and Indenture Trustee shall have the right to
inspect the Note Register at all reasonable times and to obtain copies thereof,
and Indenture Trustee shall have the right to conclusively rely upon a
certificate executed on behalf of Note Registrar by an Executive Officer thereof
as to the names and addresses of the Holders of the Notes and the principal
amounts and number of such Notes.

     Upon surrender for registration of transfer of any Note at the office or
agency of Indenture Trustee to be maintained as provided in Section 3.2, if the
requirements of Section 8-

                                       -4-

<PAGE>

401(1) of the UCC are met, the Trust shall execute and upon its written request
Indenture Trustee shall authenticate and the Noteholder shall obtain from
Indenture Trustee, in the name of the designated transferee or transferees, one
or more new Notes, in any authorized denominations, of the same class and a like
aggregate principal amount.

     At the option of the Holder, Notes may be exchanged for other Notes in any
authorized denominations, of the same class and a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401(1) of the UCC are met the Trust shall execute and upon its written
request Indenture Trustee shall authenticate and the Noteholder shall obtain
from Indenture Trustee, the Notes which the Noteholder making the exchange is
entitled to receive.

     All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Trust, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

     Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to Note Registrar duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of Note Registrar which requirements include membership or
participation in a Securities Transfer Agents Medallion Program ("Stamp") or
such other "signature guarantee program" as may be determined by Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee
may require.

     No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Trust may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

     The preceding provisions of this section notwithstanding, the Trust shall
not be required to make and Note Registrar need not register transfers or
exchanges of Notes selected for redemption or of any Note for a period of 15
days preceding the due date for any payment with respect to the Note.

     No Note, or any interest therein, may be transferred to an "employee
benefit plan" within the meaning of Section 3(3) of ERISA that is subject to
ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is
deemed to hold "plan assets" of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity, or any governmental
plan subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code, unless such
transferee represents, warrants and covenants that its purchase and holding of
such Note is and will be eligible for, and satisfies and will satisfy all the
requirements of, Department of Labor prohibited transaction class exemption
("PTE") 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable
prohibited transaction exemption (or in the case of a governmental plan, will

                                       -5-

<PAGE>

not violate any applicable law that is substantially similar to ERISA or Section
4975 of the Code). By its acquisition of a Note or any interest therein, each
transferee will be deemed to have represented, warranted and covenanted that it
satisfies the foregoing requirements and the Indenture Trustee may rely
conclusively on the same for purposes hereof.

     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to Indenture Trustee, or Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to Indenture Trustee such security or
indemnity as may be required by it to hold the Trust and Indenture Trustee
harmless, then, in the absence of notice to the Trust, Note Registrar or
Indenture Trustee that such Note has been acquired by a protected purchaser, and
provided that the requirements of Section 8-405 of the UCC are met, the Trust
shall execute and upon its written request Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note; provided that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Trust may upon delivery of the security or
indemnity herein required pay such destroyed, lost or stolen Note when so due or
payable or upon the Redemption Date without surrender thereof. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a protected purchaser of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Trust and Indenture Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Trust or Indenture Trustee in connection therewith.

     Upon the issuance of any replacement Note under this Section 2.5, the Trust
may require the payment by the Holder of such Note of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of Indenture
Trustee) connected therewith.

     Every replacement Note issued pursuant to this Section 2.5 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Trust, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section 2.5 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 2.6 Persons Deemed Owner. Prior to due presentment for registration
of transfer of any Note, the Trust, Indenture Trustee and any agent of the Trust
or Indenture Trustee may treat the Person in whose name any Note is registered
(as of the day of determination) as the owner of such Note for the purpose of
receiving payments of principal of and interest, if any, on

                                       -6-

<PAGE>

such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Trust, Indenture Trustee nor any agent of the Trust or
Indenture Trustee shall be affected by notice to the contrary.

     SECTION 2.7 Payment of Principal and Interest; Defaulted Interest. (a) The
Notes shall accrue interest as provided in the forms of the Class A-1 Note,
Class A-2 Note, Class A-3 Notes, Class A-4 Notes and Class B Notes, set forth in
Exhibits A-1, A-2, A-3, A-4 and B, respectively, and such interest shall be
payable on each Payment Date as specified therein, subject to Section 3.1. Any
installment of interest or principal, if any, payable on any Note which is
punctually paid or duly provided for by the Trust on the applicable Payment Date
shall be paid to the Person in whose name such Note (or one or more Predecessor
Notes) is registered on the Record Date, by check mailed first-class, postage
prepaid, to such Person's address as it appears on the Note Register on such
Record Date, except that, unless Definitive Notes have been issued pursuant to
Section 2.12, with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment will be made by wire transfer in immediately available funds to the
account designated by such nominee and except for the final installment of
principal payable with respect to such Note on a Payment Date or on the Final
Scheduled Payment Date for such Class (and except for the Redemption Price for
any Note called for redemption pursuant to Section 10.1(a)) which shall be
payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3.

     (b)  The principal of each Note shall be payable in installments on each
Payment Date as provided in the forms of the Class A-1 Note, Class A-2 Note,
Class A-3 Note, Class A-4 Note and Class B Note, set forth in Exhibits A-1, A-2,
A-3, A-4 and B, respectively. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid,
on the date on which an Event of Default shall have occurred and be continuing,
if Indenture Trustee or the Holders of the Notes representing not less than a
majority of the Outstanding Amount of the Controlling Note Class of Notes have
declared the Notes to be immediately due and payable in the manner provided in
Section 5.2 and, in such event, all principal payments on each class of Notes
shall be made pro rata to the Noteholders of such class entitled thereto.
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Payment Date on which
Indenture Trustee expects that the final installment of principal of and
interest on such Note will be paid. Such notice shall be mailed or transmitted
by facsimile prior to such final Payment Date and shall specify that such final
installment will be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered for
payment of such installment. Notices in connection with redemptions of Notes
shall be mailed to Noteholders as provided in Section 10.2.

     (c)  If the Trust defaults in a payment of interest on the Notes, the Trust
shall pay defaulted interest (plus interest on such defaulted interest to the
extent lawful) at the applicable Interest Rate on the Payment Date following
such default. The Trust shall pay such defaulted interest to the Holders of
Notes on the Record Date for such following Payment Date.

     SECTION 2.8 Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than Indenture Trustee, be

                                       -7-

<PAGE>

delivered to Indenture Trustee and shall be promptly cancelled by Indenture
Trustee. The Trust may at any time deliver to Indenture Trustee for cancellation
any Notes previously authenticated and delivered hereunder which the Trust may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by Indenture Trustee. No Notes shall be authenticated in lieu
of or in exchange for any Notes cancelled as provided in this Section 2.8,
except as expressly permitted by this Indenture. All cancelled Notes may be held
or disposed of by Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Trust shall direct by an
Issuer Order that they be destroyed or returned to it; provided that such Issuer
Order is timely and the Notes have not been previously disposed of by Indenture
Trustee.

     SECTION 2.9 Release of Collateral. Subject to Section 11.1, Indenture
Trustee shall release property from the Lien of this Indenture only in
accordance with the Basic Documents and upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates. If the Commission shall
issue an exemptive order under TIA Section 304(d) modifying the Trust's
obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and
the terms of the Basic Documents, Indenture Trustee shall release property from
the Lien of this Indenture in accordance with the conditions and procedures set
forth in such exemptive order.

     SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to be
delivered to BNY Midwest Trust Co., as custodian for The Depository Trust
Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such Notes
shall initially be registered on the Note Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Note Owner will receive a
Definitive Note representing such Note Owner's interest in such Note, except as
provided in Section 2.12. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to Note Owners pursuant to Section
2.12:

     (a)  the provisions of this Section 2.10 shall be in full force and effect;

     (b)  Note Registrar and Indenture Trustee shall be entitled to deal with
the Clearing Agency for all purposes of this Indenture (including the payment of
principal of and interest on the Notes and the giving of instructions or
directions hereunder) as the sole Holder of the Notes, and shall have no
obligation to the Note Owners;

     (c)  to the extent that the provisions of this Section 2.10 conflict with
any other provisions of this Indenture, the provisions of this Section 2.10
shall control;

     (d)  the rights of Note Owners shall be exercised only through the Clearing
Agency and shall be limited to those established by law and agreements between
such Note Owners and the Clearing Agency and/or the Clearing Agency Participants
or Persons acting through Clearing Agency Participants. Pursuant to the Note
Depository Agreement, unless and until Definitive Notes are issued pursuant to
Section 2.12, the initial Clearing Agency will make book-entry

                                       -8-

<PAGE>

transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants; and

     (e)  whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of Holders of Notes evidencing a specified
percentage of the Outstanding Amount of the Notes (or any class thereof,
including the Controlling Note Class), the Clearing Agency shall be deemed to
represent such percentage only to the extent that it has received instructions
to such effect from Note Owners and/or Clearing Agency Participants or Persons
acting through Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Notes
(or class thereof, including the Controlling Note Class) and has delivered such
instructions to Indenture Trustee.

     SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section
2.12, Indenture Trustee shall give all such notices and communications specified
herein to be given to Holders of the Notes to the Clearing Agency, and shall
have no obligation to the Note Owners.

     SECTION 2.12 Definitive Notes. If (a) the Servicer advises Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Notes, and the
Servicer is unable to locate a qualified successor, (b) the Servicer at its
option advises Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (c) after the occurrence of an
Event of Default, Note Owners representing beneficial interests aggregating at
least a majority of the Outstanding Amount of the Notes advise Indenture Trustee
through the Clearing Agency in writing that the continuation of a book entry
system through the Clearing Agency is no longer in the best interests of the
Note Owners, then the Clearing Agency shall notify all Note Owners and Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to Indenture
Trustee of the typewritten Note or Notes representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration instructions, the Trust shall
execute and Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Trust, Note
Registrar or Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes, Indenture Trustee
shall recognize the Holders of the Definitive Notes as Noteholders.

     SECTION 2.13 Authenticating Agents. (a) The Indenture Trustee may appoint
one or more Persons (each, an "Authenticating Agent") with power to act on its
behalf and subject to its direction in the authentication of Notes in connection
with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4, 2.5 and
9.6, as fully to all intents and purposes as though each such Authenticating
Agent had been expressly authorized by those Sections to authenticate such
Notes. For all purposes of this Indenture, the authentication of Notes by an
Authenticating Agent pursuant to this Section 2.13 shall be deemed to be the
authentication of Notes "by the Indenture Trustee." The Indenture Trustee shall
be the Authenticating Agent in the absence of any appointment thereof.

                                       -9-

<PAGE>

     (b)  Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, without the execution or filing of any
further act on the part of the parties hereto or such Authenticating Agent or
such successor corporation.

     (c)  Any Authenticating Agent may at any time resign by giving written
notice of resignation to Indenture Trustee and the Trust. Indenture Trustee may
at any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and the Trust. Upon receiving
such notice of resignation or upon such a termination, Indenture Trustee may
appoint a successor Authenticating Agent and shall give written notice of any
such appointment to the Trust.

     (d)  The Administrator agrees to pay to each Authenticating Agent (other
than the Indenture Trustee) from time to time reasonable compensation for its
services as agreed upon between the Authenticating Agent and the Administrative
Agent. The provisions of Sections 2.8 and 6.4 shall be applicable to any
Authenticating Agent.

     SECTION 2.14 Tax Treatment. The Trust has entered into this Indenture, and
the Notes shall be issued, with the intention that, for federal, state and local
income and franchise tax purposes, the Notes shall qualify as indebtedness
secured by the Trust Estate. The Trust, by entering into this Indenture, and
each Noteholder, by its acceptance of a Note (and each Note Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal, state and local income and franchise tax purposes as
indebtedness.

     SECTION 2.15 Note Paying Agents. (a) The Indenture Trustee is appointed
"Note Paying Agent" under this Indenture and hereby accepts such appointment.
The Indenture Trustee may appoint one or more Note Paying Agents with the power
to make payments to and distribution from the Trust Accounts and the Reserve
Account.

     (b)  Any corporation into which any Note Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Note Paying Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Note Paying Agent shall be the successor of
such Note Paying Agent hereunder, without the execution or filing of any further
act on the part of the parties hereto or such Note Paying Agent or such
successor corporation.

     (c)  Any Note Paying Agent may at any time resign by giving written notice
of resignation to Indenture Trustee and Administrator. Indenture Trustee may at
any time terminate the agency of any Note Paying Agent by giving written notice
of termination to such Note Paying Agent. Upon receiving such notice of
resignation or upon such a termination, Indenture Trustee may appoint a
successor Note Paying Agent and shall give written notice of any such
appointment to Administrator.

                                      -10-

<PAGE>

     (d)  The Indenture Trustee agrees to pay to each Note Paying Agent from
time to time reasonable compensation for its services as agreed upon between the
Note Paying Agent and the Indenture Trustee. The provisions of Section 6.4 shall
be applicable to any Note Paying Agent.

     SECTION 2.16 Funding Events.

     (a)  A funding event (each a "Funding Event") shall occur upon a Funding
Date and in accordance with the requirements of this Section 2.16.

     (b)  During the Pre-Funding Period, the Trust shall, on the Funding Dates,
(i) acquire Subsequent Receivables from the Seller pursuant to the Sale and
Servicing Agreement (and the Seller shall acquire such Subsequent Receivables
from M&I Bank pursuant to the Purchase Agreement) and (ii) Grant all of the
Trust's right, title and interest in and to such Subsequent Receivables and
related items of the Trust Property to the Indenture Trustee for the benefit of
the Holders of the Notes. Such Subsequent Receivables shall be acquired at the
option of the Trust upon instruction from the Servicer; provided that such
Subsequent Receivables may not be acquired through the Pre-Funding Account if
the effect of such acquisition would be to (i) reduce the weighted average
annual percentage rate of the overall Receivables Pool to less than 5.40%, (ii)
increase the weighted average remaining term to maturity of the overall
Receivables Pool to greater than 60 months or (iii) increase the portion of the
overall Receivables Pool due from Obligors having a billing address in any given
state to a level greater than 10% of the aggregate Principal Balance of the
Receivables (except with respect to Wisconsin and Minnesota).

     (c)  The following procedures shall be followed to effect a Funding Event:

          (i)   M&I Bank will package and forward or cause to be packaged and
     forwarded to the Custodian the Receivables File with respect to each
     Subsequent Receivable.

          (ii)  By one Business Day prior to the Funding Date, the Trust shall
     deliver, or cause to be delivered, to the Indenture Trustee and the
     Custodian, the following:

                (A) Notice of Funding Date (in the form of Exhibit C hereto)
          with the related Schedule of Receivables delivered by the Seller with
          respect thereto;

                (B) Officer's Certificate of the Servicer (in the form attached
          as Exhibit B to the Sale and Servicing Agreement);

                (C) Joint Officer's Certificate of M&I Bank, the Seller and the
          Trust (in the form of Exhibit D hereto);

                (D) Copies of Financing Statements and/or Termination
          Statements;

                (E) With respect to the final Funding Date only, Officer's
          Certificates of the Trust, the Seller and M&I Bank (in the form
          Exhibit E hereto);

                                      -11-

<PAGE>

                (F) With respect to the final Funding Date only, a letter
          substantially in the forms of the drafts to which the Underwriters
          previously agreed and otherwise in form and substance satisfactory to
          the Underwriters and Deloitte & Touche.

          (iii) The Indenture Trustee, on behalf of the Seller, shall deposit
     into the Reserve Account, from amounts which would otherwise be released to
     the Seller from the Pre-Funding Account in connection with the Seller's
     sale of Subsequent Receivables on any Funding Date, an amount equal to the
     Subsequent Reserve Account Deposit for such Funding Date.

                                   ARTICLE III
                                    COVENANTS

     SECTION 3.1 Payment of Principal and Interest. The Trust will duly and
punctually pay the principal of and interest on the Notes in accordance with the
terms of the Notes and this Indenture. Without limiting the foregoing, subject
to Section 8.2(c), the Trust will cause to be distributed all amounts on deposit
in the Note Distribution Account on a Payment Date deposited therein pursuant to
the Sale and Servicing Agreement. Amounts properly withheld under the Code by
any Person from a payment to any Noteholder of interest and/or principal shall
be considered as having been paid by the Trust to such Noteholder for all
purposes of this Indenture.

     SECTION 3.2 Maintenance of Office or Agency. The Trust will maintain in the
city of Wilmington, Delaware or in the city of New York, New York, an office or
agency where Notes may be surrendered for registration of transfer or exchange,
and where notices and demands to or upon the Trust in respect of the Notes and
this Indenture may be served. The Trust hereby initially appoints Indenture
Trustee to serve as its agent for the foregoing purposes. The Trust will give
prompt written notice to Indenture Trustee of the location, and of any change in
the location, of any such office or agency. If at any time the Trust shall fail
to maintain any such office or agency or shall fail to furnish Indenture Trustee
with the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust Office, and the Trust hereby appoints Indenture
Trustee as its agent to receive all such surrenders, notices and demands.

     SECTION 3.3 Money for Payments To Be Held in Trust. As provided in Section
8.2, all payments of amounts due and payable with respect to any Notes that are
to be made from amounts withdrawn from the Collection Account and the Note
Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the
Trust by Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the Collection Account and the Note Distribution Account for
payments of Notes shall be paid over to the Trust except as provided in this
Section 3.3.

     On or before each Payment Date and Redemption Date, the Trust shall deposit
or cause to be deposited in the Note Distribution Account an aggregate sum
sufficient to pay the amounts then becoming due under the Notes, such sum to be
held in trust for the benefit of the Persons entitled thereto and (unless the
Paying Agent is Indenture Trustee) shall promptly notify Indenture Trustee of
its action or failure so to act.

                                      -12-

<PAGE>

     The Trust will cause each Paying Agent other than Indenture Trustee to
execute and deliver to Indenture Trustee an instrument in which such Paying
Agent shall agree with Indenture Trustee (and if Indenture Trustee acts as
Paying Agent, it hereby so agrees), subject to the provisions of this Section
3.3, that such Paying Agent will:

          (i)   hold all sums held by it for the payment of amounts due with
     respect to the Notes in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as provided herein and pay such sums to such Persons as in the Basic
     Documents;

          (ii)  give Indenture Trustee notice of any default by the Trust (or
     any other obligor upon the Notes) of which it has actual knowledge in the
     making of any payment required to be made with respect to the Notes;

          (iii) at any time during the continuance of any such default, upon the
     written request of Indenture Trustee, forthwith pay to Indenture Trustee
     all sums so held in trust by such Paying Agent;

          (iv)  immediately resign as a Paying Agent and forthwith pay to
     Indenture Trustee all sums held by it in trust for the payment of Notes if
     at any time it ceases to meet the standards required to be met by a Paying
     Agent at the time of its appointment; and

          (v)   comply with all requirements of the Code and any state or local
     tax law with respect to the withholding from any payments made by it on any
     Notes of any applicable withholding taxes imposed thereon and with respect
     to any applicable reporting requirements in connection therewith.

     The Trust may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by Indenture Trustee upon the same trusts as
those upon which the sums were held by such Paying Agent; and upon such a
payment by any Paying Agent to Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

     Subject to applicable laws with respect to the escheat of funds, any money
held by Indenture Trustee or any Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed for two years after
such amount has become due and payable shall be discharged from such trust and
be paid to the Trust on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Trust for payment
thereof (but only to the extent of the amounts so paid to the Trust), and all
liability of Indenture Trustee or such Paying Agent with respect to such trust
money shall thereupon cease; provided that Indenture Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense of
the Trust cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any

                                      -13-

<PAGE>

unclaimed balance of such money then remaining will be repaid to the Trust.
Indenture Trustee shall also adopt and employ, at the expense of the Trust, any
other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Holders whose Notes have been
called but have not been surrendered for redemption or whose right to or
interest in moneys due and payable but not claimed is determinable from the
records of Indenture Trustee or of any Paying Agent, at the last address of
record for each such Holder).

     SECTION 3.4 Existence. Except as otherwise permitted by the provisions of
Section 3.10, Owner Trustee will keep in full effect the existence, rights and
franchises of M&I Auto Loan Trust 2003-1 as a statutory trust under the laws of
the State of Delaware and will obtain and preserve its qualification to do
business, and any required license or approval, in each jurisdiction in which
such qualification, license or approval is or shall be necessary to protect the
validity and enforceability of this Indenture, the Notes, the Collateral and
each other instrument or agreement included in the Trust Estate.

     SECTION 3.5 Protection of Trust Estate. The Trust will from time to time
prepare (or shall cause to be prepared), execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

     (a)  maintain or preserve the Lien and security interest (and the priority
thereof) of this Indenture or carry out more effectively the purposes hereof;

     (b)  perfect, publish notice of or protect the validity of any Grant made
or to be made by this Indenture;

     (c)  enforce any of the Collateral; or

     (d)  preserve and defend title to the Trust Estate and the rights of
Indenture Trustee and the Noteholders in such Trust Estate against the claims of
all persons and parties.

     The Trust hereby designates Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required by the Trust pursuant to this Section 3.5.

     SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date, the Trust
shall furnish to Indenture Trustee an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the Lien and security interest of this Indenture and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such Lien and security interest
effective.

     (b)  Within 120 days after the beginning of each calendar year, beginning
with the first calendar year beginning more than three months after the Initial
Cutoff Date, the Trust shall furnish to Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling

                                      -14-

<PAGE>

of this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as are necessary to maintain the Lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain such Lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the Lien and security interest of this Indenture until April 30 in the following
calendar year.

     SECTION 3.7 Performance of Obligations; Servicing of Receivables. (a) The
Trust will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any of such
Person's material covenants or obligations under any instrument or agreement
included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.

     (b)  The Trust may contract with other Persons to assist it in performing
its duties under this Indenture, and any performance of such duties by a Person
identified to Indenture Trustee in an Officer's Certificate of the Trust shall
be deemed to be action taken by the Trust. Initially, the Trust has contracted
with Servicer and the Administrator to assist the Trust in performing its duties
under this Indenture.

     (c)  The Trust will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Trust Estate, including but not
limited to preparing (or causing to prepared) and filing (or causing to be
filed) all UCC financing statements and continuation statements required to be
filed by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Trust shall not waive,
amend, modify, supplement or terminate any Basic Document or any provision
thereof without the consent of Indenture Trustee or the Holders of at least a
majority of the Outstanding Amount of the Notes.

     (d)  If the Trust shall have knowledge of the occurrence of a Servicer
Termination Event under the Sale and Servicing Agreement, the Trust shall
promptly notify Indenture Trustee and the Rating Agencies thereof in accordance
with Section 11.4, and shall specify in such notice the action, if any, the
Trust is taking in respect of such default. If a Servicer Termination Event
shall arise from the failure of Servicer to perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the
Receivables, the Trust shall take all reasonable steps available to it to remedy
such failure.

     (e)  As promptly as possible after the giving of notice of termination to
Servicer of Servicer's rights and powers pursuant to Section 8.1 of the Sale and
Servicing Agreement or the Servicer's resignation in accordance with the terms
of the Sale and Servicing Agreement, the Indenture Trustee shall appoint a
successor servicer (the "Successor Servicer"), and such

                                      -15-

<PAGE>

Successor Servicer shall accept its appointment by a written assumption in a
form acceptable to Indenture Trustee. In the event that a Successor Servicer has
not been appointed and accepted its appointment at the time when Servicer ceases
to act as Servicer, Indenture Trustee without further action shall automatically
be appointed the Successor Servicer. If Indenture Trustee shall succeed to
Servicer's duties as servicer of the Receivables as provided herein, it shall do
so in its individual capacity and not in its capacity as Indenture Trustee and,
accordingly, the provisions of Article VI shall be inapplicable to Indenture
Trustee in its duties as the successor to Servicer and the servicing of the
Receivables. In the case that Indenture Trustee becomes successor to Servicer
under the Sale and Servicing Agreement, Indenture Trustee shall be entitled to
appoint as Servicer any one of its Affiliates, or delegate any of its
responsibilities as Servicer to agents, subject to the terms of the Sale and
Servicing Agreement, provided that such appointment or delegation shall not
affect or alter in any way the liability of Indenture Trustee as a successor for
the performance of the duties and obligations of Servicer in accordance with the
terms hereof. The Trust shall enter into an agreement with such successor for
the servicing of the Receivables (such agreement to be in form and substance
satisfactory to Indenture Trustee).

     (f)  Upon any termination of Servicer's rights and powers pursuant to the
Sale and Servicing Agreement, the Trust shall promptly notify Indenture Trustee.
As soon as a Successor Servicer (other than Indenture Trustee) is appointed, the
Trust shall notify Indenture Trustee of such appointment, specifying in such
notice the name and address of such Successor Servicer.

     (g)  Without derogating from the absolute nature of the assignment granted
to Indenture Trustee under this Indenture or the rights of Indenture Trustee
hereunder, the Trust agrees that, unless such action is specifically permitted
hereunder or under the Basic Documents, it will not, without the prior written
consent of Indenture Trustee or the Holders of at least a majority in
Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral or the Basic Documents, or
waive timely performance or observance by Servicer or Seller under the Sale and
Servicing Agreement; provided that no such amendment shall (i) except for
amendments and modifications of the Receivables permitted under the Sale and
Servicing Agreement, increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of
the Notes which are required to consent to any such amendment, without the
consent of the Holders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by Indenture Trustee
or such Holders, the Trust agrees, promptly following a request by Indenture
Trustee to do so, to execute and deliver, in its own name and at its own
expense, such agreements, instruments, consents and other documents as Indenture
Trustee may deem necessary or appropriate in the circumstances.

     SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the
Trust shall not:

     (a)  except as expressly permitted by this Indenture or the Basic
Documents, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Trust, including those included in the Trust Estate,
unless directed to do so by Indenture Trustee;

                                      -16-

<PAGE>

     (b)  claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code) or assert any claim against any present or
former Noteholder by reason of the payment of the taxes levied or assessed upon
any part of the Trust Estate;

     (c)  dissolve or liquidate in whole or in part; or

     (d)  (i) permit the validity or effectiveness of this Indenture to be
impaired, or permit the Lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (ii) permit any Lien, charge,
excise, claim, security interest, mortgage or other encumbrance (other than the
Lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Trust Estate or any part thereof or any interest therein or the
proceeds thereof (other than tax Liens, mechanics' Liens and other Liens that
arise by operation of law, in each case on a Financed Vehicle and arising solely
as a result of an action or omission of the related Obligor) or (iii) permit the
Lien of this Indenture not to constitute a valid first priority (other than with
respect to any such tax, mechanics' or other Lien) security interest in the
Trust Estate.

     SECTION 3.9 Annual Statement as to Compliance. The Trust will deliver to
Indenture Trustee, within 90 days after the end of each fiscal year of the
Trust, and otherwise in compliance with the requirements of TIA Section
314(a)(4) an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

     (a)  a review of the activities of the Trust during such year and of
performance under this Indenture has been made under such Authorized Officer's
supervision; and

     (b)  to the best of such Authorized Officer's knowledge, based on such
review, the Trust has complied with all conditions and covenants under this
Indenture throughout such year, or, if there has been a default in the
compliance of any such condition or covenant, specifying each such default known
to such Authorized Officer and the nature and status thereof.

     SECTION 3.10 The Trust May Consolidate, Etc. Only on Certain Terms. (a) The
Trust shall not consolidate or merge with or into any other Person, unless:

          (i)   the Person (if other than the Trust) formed by or surviving such
     consolidation or merger shall be a Person organized and existing under the
     laws of the United States of America or any state and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to
     Indenture Trustee, in form satisfactory to Indenture Trustee, the due and
     punctual payment of the principal of and interest on all Notes and the
     performance or observance of every agreement and covenant of this Indenture
     on the part of the Trust to be performed or observed, all as provided
     herein;

          (ii)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

                                      -17-

<PAGE>

          (iv)  the Trust shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to Indenture Trustee) to the effect that such
     transaction will not have any material adverse tax consequence to the
     Trust, any Noteholder or any Certificateholder;

          (v)   any action as is necessary to maintain the Lien and security
     interest created by this Indenture shall have been taken; and

          (vi)  the Trust shall have delivered to Indenture Trustee an Officer's
     Certificate and an Opinion of Counsel each stating that such consolidation
     or merger and such supplemental indenture comply with this Article III and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with (including any filing required by the
     Exchange Act).

     (b)  Except as expressly contemplated by the Basic Documents, the Trust
shall not convey or transfer all or substantially all of its properties or
assets, including those included in the Trust Estate, to any Person, unless:

          (i)   the Person that acquires by conveyance or transfer the
     properties and assets of the Trust the conveyance or transfer of which is
     hereby restricted shall (A) be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any state, (B) expressly assume, by an indenture supplemental hereto,
     executed and delivered to Indenture Trustee, in form satisfactory to
     Indenture Trustee, the due and punctual payment of the principal of and
     interest on all Notes and the performance or observance of every agreement
     and covenant of this Indenture on the part of the Trust to be performed or
     observed, all as provided herein, (C) expressly agree by means of such
     supplemental indenture that all right, title and interest so conveyed or
     transferred shall be subject and subordinate to the rights of Holders of
     the Notes, (D) unless otherwise provided in such supplemental indenture,
     expressly agree to indemnify, defend and hold harmless the Trust against
     and from any loss, liability or expense arising under or related to this
     Indenture and the Notes and (E) expressly agree by means of such
     supplemental indenture that such Person (or if a group of persons, then one
     specified Person) shall prepare (or cause to be prepared) and make all
     filings with the Commission (and any other appropriate Person) required by
     the Exchange Act in connection with the Notes;

          (ii)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

          (iv)  the Trust shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to Indenture Trustee) to the effect that such
     transaction will not have any material adverse tax consequence to the
     Trust, any Noteholder or any Certificateholder;

                                      -18-

<PAGE>

          (v)   any action as is necessary to maintain the Lien and security
     interest created by this Indenture shall have been taken; and

          (vi)  the Trust shall have delivered to Indenture Trustee an Officers'
     Certificate and an Opinion of Counsel each stating that such conveyance or
     transfer and such supplemental indenture comply with this Article III and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with (including any filing required by the
     Exchange Act).

     SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or merger
of the Trust in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Trust) shall succeed
to, and be substituted for, and may exercise every right and power of, the Trust
under this Indenture with the same effect as if such Person had been named as
issuer herein.

     (b)  Upon a conveyance or transfer of all the assets and properties of the
Trust pursuant to Section 3.10(b), the Trust will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Trust with respect to the Notes immediately upon the delivery of written
notice to Indenture Trustee stating that the Trust is to be so released.

     SECTION 3.12 No Other Business. The Trust shall not engage in any business
other than financing, purchasing, owning, selling, managing and pledging the
Receivables in the manner contemplated by this Indenture and the Basic Documents
and activities incidental thereto.

     SECTION 3.13 No Borrowing. The Trust shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

     SECTION 3.14 Servicer's Obligations. The Trust shall cause Servicer to
comply with the Sale and Servicing Agreement, including Sections 4.9, 4.10,
4.11, 4.12 and 5.5 thereof and the Administration Agreement.

     SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by the Sale and Servicing Agreement or this Indenture, the Trust
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

     SECTION 3.16 Capital Expenditures. The Trust shall not make any expenditure
(by long-term or operating lease or otherwise) for capital assets (either realty
or personalty).

     SECTION 3.17 Restricted Payments. The Trust shall not, directly or
indirectly, (a) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Trust or any owner of a beneficial

                                      -19-

<PAGE>

interest in the Trust or otherwise with respect to any ownership or equity
interest or security in or of the Trust or to Servicer or Administrator, (b)
redeem, purchase, retire or otherwise acquire for value any such ownership or
equity interest or security or (c) set aside or otherwise segregate any amounts
for any such purpose; provided that the Trust may make, or cause to be made,
distributions to Servicer, Administrator, the Trust, Indenture Trustee and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement or Trust Agreement. The
Trust will not, directly or indirectly, make payments to or distributions from
the Trust Accounts except in accordance with this Indenture and the Basic
Documents.

     SECTION 3.18 Notice of Events of Default. The Trust agrees to give
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and each Event of Servicing Termination.

     SECTION 3.19 Further Instruments and Acts. Upon request of Indenture
Trustee, the Trust will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     SECTION 3.20 Removal of Administrator. For so long as any Notes are
Outstanding, the Trust shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection therewith.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

     SECTION 4.1 Satisfaction and Discharge of Indenture. Except as to (a)
rights of registration of transfer and exchange, (b) substitution of mutilated,
destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments
of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.7(a),
3.8, 3.10, 3.12, 3.13, 3.15, 3.18 and 3.20, (e) the rights, obligations and
immunities of Indenture Trustee hereunder (including the rights of Indenture
Trustee under Section 6.7 and the obligations of Indenture Trustee under Section
4.2) and (f) the rights of Noteholders as beneficiaries hereof with respect to
the property so deposited with Indenture Trustee payable to all or any of them,
this Indenture shall cease to be of further effect with respect to the Notes,
and the Indenture Trustee, on demand of and at the expense of the Trust, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when:

          (i)   either;

                (A) all Notes theretofore authenticated and delivered (other
          than (1) Notes that have been destroyed, lost or stolen and that have
          been replaced or paid as provided in Section 2.5 and (2) Notes for
          which payment money has theretofore been deposited in trust or
          segregated and held in trust by the Trust and thereafter repaid to the
          Trust or discharged from such trust, as provided in Section 3.3) have
          been delivered to Indenture Trustee for cancellation; or

                (B) all Notes not theretofore delivered to Indenture Trustee for
          cancellation;

                                      -20-

<PAGE>

                    (1) have become due and payable;

                    (2) will become due and payable at the Final Scheduled
                Payment Date within one year; or

                    (3) are to be called for redemption within one year under
                arrangements satisfactory to Indenture Trustee for the giving of
                notice of redemption by Indenture Trustee in the name, and at
                the expense, of the Trust;

     and the Trust, in the case of clauses (1), (2) or (3), has irrevocably
     deposited or caused to be irrevocably deposited with Indenture Trustee cash
     or direct obligations of or obligations guaranteed by the United States of
     America (which will mature prior to the date such amounts are payable), in
     trust for such purpose, in an amount sufficient to pay and discharge the
     entire indebtedness on such Notes not theretofore delivered to Indenture
     Trustee for cancellation when due to the Final Scheduled Payment Date or
     Redemption Date (if Notes shall have been called for redemption pursuant to
     Section 10.1(a)), as the case may be;

          (ii)  The Trust has paid or caused to be paid all other sums payable
     hereunder by the Trust; and

          (iii) The Trust has delivered to Indenture Trustee an Officer's
     Certificate, an Opinion of Counsel and (if required by the TIA or Indenture
     Trustee) an Independent Certificate from a firm of certified public
     accountants, each meeting the applicable requirements of Section 11.1(a)
     and each stating that all conditions precedent herein provided for relating
     to the satisfaction and discharge of this Indenture have been complied
     with.

     SECTION 4.2 Application of Trust Money. All moneys deposited with Indenture
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent, as Servicer may direct, to the
Holders of the particular Notes for the payment or redemption of which such
moneys have been deposited with Indenture Trustee, of all sums due and to become
due thereon for principal and interest; but such moneys need not be segregated
from other funds except to the extent required herein or in the Sale and
Servicing Agreement or required by law.

     SECTION 4.3 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Trust, be paid to Indenture Trustee to be held and applied according to
Section 3.3 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

                                      -21-

<PAGE>

                                    ARTICLE V
                                    REMEDIES

     SECTION 5.1 Events of Default. "Event of Default", wherever used herein,
means the occurrence of any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

     (a)  default in the payment of any interest on any Note of the Controlling
Note Class when the same becomes due and payable, and such default shall
continue for a period of five days;

     (b)  default in the payment of the principal of or any installment of the
principal of any Note when the same becomes due and payable;

     (c)  default in the observance or performance of any material covenant or
agreement of the Trust made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is elsewhere in
this Section 5.11 specifically dealt with), or any representation or warranty of
the Trust made in this Indenture or in any certificate or other writing
delivered pursuant hereto or in connection herewith proving to have been
incorrect in any material respect as of the time when the same shall have been
made, and such default shall continue or not be cured, or the circumstance or
condition in respect of which such misrepresentation or warranty was incorrect
shall not have been eliminated or otherwise cured, for a period of 30 days (or
for such longer period, not in excess of 90 days, as may be reasonably necessary
to remedy such default; provided that such default is capable of remedy within
90 days or less and Servicer on behalf of the Trust delivers an Officer's
Certificate to Indenture Trustee to the effect that the Trust has commenced, or
will promptly commence and diligently pursue, all reasonable efforts to remedy
such default) after the earlier of discovery or the time that there shall have
been given, by registered or certified mail, to the Trust by Indenture Trustee
or to the Trust and Indenture Trustee by the Holders of at least 25% of the
Outstanding Amount of the Controlling Note Class of Notes, a written notice
specifying such default or incorrect representation or warranty and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;

     (d)  the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Trust or any substantial part of
the Trust Estate 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, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Trust or for any substantial part of the Trust Estate,
or ordering the winding-up or liquidation of the Trust's affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

     (e)  the commencement by the Trust 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 the Trust to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Trust to the
appointment or taking possession by a receiver, liquidator, assignee,

                                      -22-

<PAGE>

custodian, trustee, sequestrator or similar official of the Trust or for any
substantial part of the Trust Estate, or the making by the Trust of any general
assignment for the benefit of creditors, or the failure by the Trust generally
to pay its debts as such debts become due, or the taking of action by the Trust
in furtherance of any of the foregoing.

     The Trust shall deliver to Indenture Trustee, within five days after the
occurrence thereof, written notice in the form of an Officer's Certificate of
any event which with the giving of notice and the lapse of time would become an
Event of Default under clause (c), its status and what action the Trust is
taking or proposes to take with respect thereto.

     SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If an Event
of Default should occur and be continuing, then and in every such case Indenture
Trustee or the Holders of Notes representing not less than a majority of the
Outstanding Amount of the Controlling Note Class of Notes may declare all the
Notes to be immediately due and payable, by a notice in writing to the Trust
(and to Indenture Trustee if given by Noteholders), and upon any such
declaration the unpaid principal amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

     At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by Indenture Trustee as hereinafter in this Article V provided, the
Holders of Notes representing a majority of the Outstanding Amount of the
Controlling Note Class of Notes, by written notice to the Trust and Indenture
Trustee, may rescind and annul such declaration and its consequences if:

     (a)  The Trust has paid or deposited with Indenture Trustee a sum
sufficient to pay;

          (i)   all payments of principal of and interest on all Notes and all
     other amounts that would then be due hereunder or upon such Notes if the
     Event of Default giving rise to such acceleration had not occurred; and

          (ii)  all sums paid or advanced by Indenture Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of Indenture
     Trustee and its agents and counsel; and

     (b)  all Events of Default, other than the nonpayment of the principal of
the Notes that has become due solely by such acceleration, have been cured or
waived as provided in Section 5.12.

     No such rescission shall affect any subsequent default or impair any right
consequent thereto.

     SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Trust covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, the Trust will, upon demand of Indenture
Trustee, pay to it, for the benefit of the Holders of the Notes, the whole
amount then due and

                                      -23-

<PAGE>

payable on such Notes for principal and interest, with interest upon the overdue
principal, and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest, at the rate specified in
Section 2.7 and in addition thereto such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of Indenture Trustee and its
agents and counsel.

     (b)  In case the Trust shall fail forthwith to pay such amounts upon such
demand, Indenture Trustee, in its own name and as trustee of an express trust,
may institute a proceeding for the collection of the sums so due and unpaid, and
may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Trust or other obligor upon such Notes and collect in the
manner provided by law out of the property of the Trust or other obligor upon
such Notes, wherever situated, the moneys adjudged or decreed to be payable.

     (c)  If an Event of Default occurs and is continuing, Indenture Trustee
may, as more particularly provided in Section 5.4, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders, by such
appropriate proceedings as Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in Indenture Trustee by this Indenture or by law.

     (d)  In case there shall be pending, relative to the Trust or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, proceedings under Title 11 of the United States Code or any
other applicable Federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Trust or its property or such other obligor or Person,
or in case of any other comparable judicial proceedings relative to the Trust or
other obligor upon the Notes, or to the creditors or property of the Trust or
such other obligor, Indenture Trustee, irrespective of whether the principal of
any Notes shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether Indenture Trustee shall have made any
demand pursuant to the provisions of this Section 5.3, shall be entitled and
empowered, by intervention in such proceedings or otherwise:

          (i)   to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Notes and to file
     such other papers or documents as may be necessary or advisable in order to
     have the claims of Indenture Trustee (including any claim for reasonable
     compensation to Indenture Trustee and each predecessor Indenture Trustee,
     and their respective agents, attorneys and counsel, and for reimbursement
     of all expenses and liabilities incurred, and all advances made, by
     Indenture Trustee and each predecessor Indenture Trustee, except as a
     result of negligence, bad faith or willful misconduct) and of the
     Noteholders allowed in such proceedings;

                                      -24-

<PAGE>

          (ii)  unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of Notes in any election of a trustee, a standby
     trustee or person performing similar functions in any such proceedings;

          (iii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute all amounts received with
     respect to the claims of the Noteholders and of Indenture Trustee on their
     behalf; and

          (iv)  to file such proofs of claim and other papers or documents as
     may be necessary or advisable in order to have the claims of Indenture
     Trustee or the Holders of Notes allowed in any judicial proceedings
     relative to the Trust, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such proceeding is hereby authorized by each of such Noteholders to make
payments to Indenture Trustee, and, in the event that Indenture Trustee shall
consent to the making of payments directly to such Noteholders, to pay to
Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by Indenture Trustee and each predecessor
Indenture Trustee except as a result of negligence, bad faith or willful
misconduct.

     (e)  Nothing herein contained shall be deemed to authorize Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize Indenture Trustee to vote in respect of the claim of any Noteholder in
any such proceeding except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar person.

     (f)  All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of Indenture Trustee, each predecessor Indenture
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Notes.

     (g)  In any proceedings brought by Indenture Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which Indenture Trustee shall be a party), Indenture Trustee shall be held to
represent all the Holders of the Notes, and it shall not be necessary to make
any Noteholder a party to any such proceedings.

     SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, Indenture Trustee may do one or more of the
following (subject to Section 5.5):

          (i)   institute proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the Notes
     or under this Indenture with

                                      -25-

<PAGE>

     respect thereto, whether by declaration or otherwise, enforce any judgment
     obtained, and collect from the Trust and any other obligor upon such Notes
     moneys adjudged due;

          (ii)  institute proceedings from time to time for the complete or
     partial foreclosure of this Indenture with respect to the Trust Estate;

          (iii) exercise any remedies of a secured party under the UCC and take
     any other appropriate action to protect and enforce the rights and remedies
     of Indenture Trustee and the Holders of the Notes; and

          (iv)  sell the Trust Estate or any portion thereof or rights or
     interest therein, at one or more public or private sales called and
     conducted in any manner permitted by law;

provided that  Indenture  Trustee may not sell or otherwise  liquidate the Trust
Estate following an Event of Default unless:

                (A) the Event of Default is of the type described in Section
          5.1(a) or (b); or

                (B) with respect to an Event of Default described in Section
          5.1(c):

                    (1) the Noteholders of all Outstanding Notes and the
                Certificateholders of all outstanding Certificates consent
                thereto; or

                    (2) the proceeds of such sale or liquidation are sufficient
                to pay in full the principal of and accrued interest on the
                Outstanding Notes and outstanding Certificates.

                (C) with respect to any Event of Default described in Section
          5.1(d) and (e):

                    (1) the Noteholders of Notes evidencing 100% of the
                principal amount of the Controlling Note Class consent thereto;
                or

                    (2) the proceeds of such sale or liquidation are sufficient
                to pay in full the principal of and the accrued interest on the
                Outstanding Notes; or

                    (3) the Indenture Trustee

                        (x) determines (but shall have no obligation to make
                    such determination) that the Collateral will not continue to
                    provide sufficient funds for the payment of principal of and
                    interest on the Notes as they would have become due if the
                    Notes had not been declared due and payable; and

                                      -26-

<PAGE>

                        (y) obtains the consent of Noteholders of Notes
                    evidencing not less than 66-2/3% of the principal amount of
                    the Controlling Note Class; or

In determining such sufficiency or insufficiency with respect to clause (B)(2)
and (C)(2) or (C)(3)(x), Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

     (b)  Notwithstanding the provisions of Section 8.2, following the
occurrence and during the continuation of an Event of Default specified in
Section 5.1(a), 5.1(b), 5.1(d) or 5.1(e) which has resulted in an acceleration
of the Notes (or following the occurrence of any such event after an Event of
Default specified in Section 5.1(c) has occurred and the Trust Estate has been
liquidated), if Indenture Trustee collects any money or property, it shall pay
out such money or property (and other amounts including amounts held on deposit
in the Reserve Account) held as Collateral for the benefit of the Noteholders,
net of liquidation costs associated with the sale of the Trust Estate, in the
following order:

          FIRST: to Indenture Trustee for amounts due and unpaid under Section
     6.7 provided that such amount paid pursuant to this clause FIRST shall not
     exceed $200,000 in the aggregate;

          SECOND: to Servicer for due and unpaid Servicing Fees;

          THIRD: to Class A Noteholders for amounts due and unpaid on the Class
     A Notes for interest, ratably, without preference or priority of any kind,
     according to the amounts due and payable on the Class A Notes for interest;

          FOURTH: to Noteholders of the Class A-1 Notes for amounts due and
     unpaid on the Class A-1 Notes for principal, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the Class
     A-1 Notes for principal, until principal amount of the Outstanding Class
     A-1 Notes is reduced to zero;

          FIFTH: to Noteholders of the Class A-2 Notes, Class A-3 Notes and
     Class A-4 Notes, for amounts due and unpaid on the Class A-2 Notes, Class
     A-3 Notes and Class A-4 Notes for principal, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the Class
     A-2 Notes, Class A-3 Notes and Class A-4 Notes for principal, until the
     principal amount of the Outstanding Class A-2 Notes, Class A-3 Notes and
     Class A-4 Notes is reduced to zero;

          SIXTH: to Noteholders of the Class B Notes for amounts due and unpaid
     on the Class B Notes in respect of interest, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the Class
     B Notes for interest;

          SEVENTH to Noteholders of the Class B Notes for amounts due and unpaid
     on the Class B Notes for principal, ratably, without preference or priority
     of any kind, according to the amounts due and payable on the Class B Notes
     for principal, until the principal amount of the Outstanding Class B Notes
     is reduced to zero;

                                      -27-

<PAGE>

          EIGHTH: to the Indenture Trustee, any amounts due under Section 6.7
     not paid pursuant to clause FIRST above; and

          NINTH: to the Certificate Distribution Account, for distribution to
     the Certificateholders.

     Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 5.4. At least 15 days before such record
date, the Indenture Trustee shall mail to each Noteholder and the Trust a notice
that states the record date, the payment date and, based on information provided
by the Servicer, the amount to be paid. The Indenture Trustee shall not be
required to determine any amount required to be paid pursuant to any of clauses
SECOND to SEVENTH or clause NINTH above, except in its capacity (if any) as
Successor Servicer.

     SECTION 5.5 Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, Indenture Trustee may, but need not, elect to maintain possession of
the Trust Estate. It is the desire of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and
interest on the Notes, and Indenture Trustee shall exercise the powers vested in
it pursuant to this Indenture. In determining whether to maintain possession of
the Trust Estate, Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

     SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

     (a)  such Holder has previously given written notice to Indenture Trustee
of a continuing Event of Default;

     (b)  the Holders of not less than 25% of the Outstanding Amount of the
Controlling Note Class of Notes have made written request to Indenture Trustee
to institute such proceeding in respect of such Event of Default in its own name
as Indenture Trustee hereunder;

     (c)  such Holder or Holders have offered to Indenture Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in complying with such request;

     (d)  Indenture Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute such proceedings;

     (e)  no direction inconsistent with such written request has been given to
Indenture Trustee during such 60-day period by the Holders of a majority of the
Outstanding Amount of the Controlling Note Class of Notes; and

     (f)  such Event of Default actually shall have occurred and shall be
continuing;

                                      -28-

<PAGE>

it being understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

     In the event Indenture Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, each
representing less than a majority of the Outstanding Amount of the Controlling
Note Class of Notes, Indenture Trustee shall send notice to each holder of the
Controlling Note Class requesting written direction from not less than a
majority of the Controlling Note Class of Notes to determine what action, if
any, shall be taken, notwithstanding any other provisions of this Indenture.

     SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

     SECTION 5.8 Restoration of Rights and Remedies. If Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under
this Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to Indenture Trustee or to such
Noteholder, then and in every such case the Trust, Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of Indenture Trustee and the Noteholders shall continue
as though no such Proceeding had been instituted.

     SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of
Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to Indenture Trustee or to the Noteholders may be exercised from time to time,
and as often as may be deemed expedient, by Indenture Trustee or by the
Noteholders, as the case may be.

                                      -29-

<PAGE>

     SECTION 5.11 Control by Controlling Note Class of Noteholders. The Holders
of a majority of the Outstanding Amount of the Controlling Note Class shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on Indenture Trustee; provided that

     (a)  such direction shall not be in conflict with any rule of law or with
this Indenture;

     (b)  subject to the express terms of Section 5.4, any direction to
Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders
of Notes representing not less than 100% of the Outstanding Amount of the
Controlling Note Class of Notes;

     (c)  if the conditions set forth in Section 5.5 have been satisfied and
Indenture Trustee elects to retain the Trust Estate pursuant to such Section,
then any direction to Indenture Trustee by Holders of Notes representing less
than 100% of the Outstanding Amount of the Controlling Note Class of Notes to
sell or liquidate the Trust Estate shall be of no force and effect;

     (d)  Indenture Trustee may take any other action deemed proper by Indenture
Trustee that is not inconsistent with such direction; and

     (e)  such direction shall be in writing;

provided, further, that, subject to Section 6.1, Indenture Trustee need not take
any action that it determines might involve it in liability or might materially
adversely affect the rights of any Noteholders not consenting to such action.

     SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Controlling Note Class of Notes may waive any past Default or Event of Default
and its consequences except a Default (a) in payment of principal of or interest
on any of the Notes, (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Note or
(c) depriving the Indenture Trustee or any Noteholder of any Lien, which waiver
shall require the consent of the Indenture Trustee or such Noteholder, as the
case may be. In the case of any such waiver, the Trust, Indenture Trustee and
the Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereto.

     Upon any such waiver, such Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against Indenture Trustee for any action taken,

                                      -30-

<PAGE>

suffered or omitted by it as Indenture Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.13 shall not apply to (a) any suit
instituted by Indenture Trustee, (b) any suit instituted by any Noteholder, or
group of Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes (or in the case of a right or remedy under this
Indenture which is instituted by the Controlling Note Class, more than 10% of
the Outstanding Amount of the Controlling Note Class) or (c) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest
on any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption Date).

     SECTION 5.14 Waiver of Stay or Extension Laws. The Trust covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Trust (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to Indenture Trustee,
but will suffer and permit the execution of every such power as though no such
law had been enacted.

     SECTION 5.15 Action on Notes. Indenture Trustee's right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the Lien of this Indenture nor any rights or remedies of
Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by Indenture Trustee against the Trust or by the levy of any execution
under such judgment upon any portion of the Trust Estate or upon any of the
assets of the Trust. Any money or property collected by the Indenture Trustee
shall be applied in accordance with Section 5.4(b).

     SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from Indenture Trustee to do so and at
Administrator's expense, the Trust agrees to take all such lawful action as
Indenture Trustee may request to compel or secure the performance and observance
by Seller and Servicer, as applicable, of each of their obligations to the Trust
under or in connection with the Sale and Servicing Agreement or by the Seller or
M&I Bank, Northwoods or Bank One (as agent for Preferred Receivables Funding
Corporation), as applicable, of each of their obligations under or in connection
with the Purchase Agreement, in each case, in accordance with the terms thereof,
and to exercise any and all rights, remedies, powers and privileges lawfully
available to the Trust under or in connection with the Sale and Servicing
Agreement and the Purchase Agreement, as the case may be, to the extent and in
the manner directed by Indenture Trustee, including the transmission of notices
of default on the part of Seller, Servicer M&I Bank, Northwoods or Bank One (as
agent for Preferred Receivables Funding Corporation) thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by Seller or Servicer of each of their obligations under the
Sale and Servicing Agreement or by the Seller or M&I Bank, Northwoods

                                      -31-

<PAGE>

or Bank One (as agent for Preferred Receivables Funding Corporation), as
applicable, of each of their obligations under or in connection with the
Purchase Agreement.

     (b)  If an Event of Default has occurred and is continuing, Indenture
Trustee may, and, at the direction (which direction shall be in writing or by
telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3%
of the Outstanding Amount of the Controlling Note Class of Notes shall, exercise
all rights, remedies, powers, privileges and claims of the Trust against Seller
or Servicer under or in connection with the Sale and Servicing Agreement, or
against the Seller, M&I Bank, Northwoods or Bank One (as agent for Preferred
Receivables Funding Corporation) under the Purchase Agreement, including the
right or power to take any action to compel or secure performance or observance
by Seller, Servicer, M&I Bank, Northwoods or Bank One (as agent for Preferred
Receivables Funding Corporation) of each of their obligations to the Trust
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement or any Purchase
Agreement, as applicable, and any right of the Trust to take such action shall
be suspended.

                                   ARTICLE VI
                                INDENTURE TRUSTEE

     SECTION 6.1 Duties of Indenture Trustee. (a) If an Event of Default has
occurred and is continuing, of which a Responsible Officer of Indenture Trustee
has actual knowledge, Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

     (b)  Except during the continuance of an Event of Default:

          (i)   Indenture Trustee undertakes to perform such duties and only
     such duties as are specifically set forth in this Indenture and the other
     Basic Documents to which it is a party and no implied covenants or
     obligations shall be read into this Indenture and the other Basic Documents
     against Indenture Trustee; and

          (ii)  in the absence of bad faith on its part, Indenture Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     Indenture Trustee and conforming to the requirements of this Indenture and
     the other Basic Documents; however, Indenture Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture and the other Basic Documents.

     (c)  Indenture Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

          (i)   this paragraph does not limit the effect of paragraph (b) of
     this Section 6.1;

          (ii)  Indenture Trustee shall not be liable for any error of judgment
     made in good faith unless it is proved that Indenture Trustee was negligent
     in ascertaining the pertinent facts; and

                                      -32-

<PAGE>

          (iii) Indenture Trustee shall not be liable with respect to any action
     it takes or omits to take in good faith in accordance with a direction
     received by it pursuant to any Basic Document or the direction of the
     Holders of a majority in principal amount of the required Notes.

     (d)  Indenture Trustee shall not be liable for interest on any money
received by it except as Indenture Trustee may agree in writing with the Trust.

     (e)  Money held in trust by Indenture Trustee need not be segregated from
other funds except to the extent required by law or the terms of this Indenture
or the Sale and Servicing Agreement.

     (f)  No provision of this Indenture or any other Basic Document shall
require Indenture Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or
thereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not assured to it.

     (g)  Every provision of this Indenture and each other Basic Document
relating to the conduct or affecting the liability of or affording protection to
Indenture Trustee shall be subject to the provisions of this Section 6.1 and to
the provisions of the TIA.

     (h)  Indenture Trustee shall take all actions required to be taken by the
Indenture Trustee under the Sale and Servicing Agreement.

     SECTION 6.2 Rights of Indenture Trustee. (a) Indenture Trustee may
conclusively rely and shall be protected in acting or refraining from acting on
any document believed by it to be genuine and to have been signed or presented
by the proper person. Indenture Trustee need not investigate any fact or matter
stated in the document. The Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, note or other paper or document (including, but not limited to,
mathematical calculations contained therein), but the Indenture Trustee, in its
sole discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Indenture Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of Owner Trustee, Seller or the Servicer, personally
or by agent or attorney.

     (b)  Before Indenture Trustee acts or refrains from acting, it may require
an Officer's Certificate or an Opinion of Counsel. Indenture Trustee shall not
be liable for any action it takes, suffers or omits to take in good faith in
reliance on the Officer's Certificate or Opinion of Counsel.

     The Indenture Trustee shall be under no obligation to exercise any of the
powers vested in it by this Indenture or any other Basic Document at the request
or direction of any of the Noteholders pursuant to this Indenture, unless such
Noteholders shall have offered to the Indenture Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction.

                                      -33-

<PAGE>

     (c)  Indenture Trustee may execute any of the trusts or powers hereunder
and under the other Basic Documents or perform any duties hereunder or
thereunder either directly or by or through agents or attorneys or a custodian
or nominee, and Indenture Trustee shall not be responsible for any misconduct or
negligence on the part of, or for the supervision of, Seller, or any other such
agent, attorney, custodian or nominee appointed with due care by it hereunder.
Indenture Trustee shall have no duty to monitor the performance of Owner
Trustee, Servicer or Administrator.

     (d)  Indenture Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, that Indenture Trustee's conduct does not constitute willful
misconduct, negligence or bad faith.

     (e)  Indenture Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture, the Notes
and the other Basic Documents shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by
it hereunder or under any other Basic Document in good faith and in accordance
with the advice or opinion of such counsel.

     (f)  Except in its capacity as Successor Servicer (if applicable), the
Indenture Trustee shall not have any obligation or other duty to make, arrange
or ensure the completion of any recording, filing or registration of any
instrument or other document (including any UCC financing or continuation
statements), or any amendments thereof or supplements thereto, with respect to
any Receivable or Financed Vehicle, or to determine whether any such document,
amendment or supplement is in suitable form for any purpose, and shall not have
any obligation or other duty with respect to the payment of any fee, tax or
other charge in connection therewith.

     (g)  Except in its capacity as Successor Servicer (if applicable), the
Indenture Trustee shall not have any obligation to see to the payment or
discharge of any Lien securing the Receivables, the application of any payment
of interest or principal in respect of any Receivable or the transfer or
delivery of property released from any such Lien, or to make any demand or give
any notice with respect thereto.

     (h)  The Indenture Trustee shall not have any liability for the acts or
omissions of other parties that are not in accordance with the Basic Documents
and shall not be concerned with or accountable for the use or application of
monies deposited or withdrawn, or required to be deposited or withdrawn, to or
from any account by any other party or, to the extent directed to make any such
deposit or withdrawal by any such party, by the Indenture Trustee.

     (i)  Any request or direction of the Trust shall be sufficiently evidenced
by an Issuer Request or Issuer Order.

     (j)  The Indenture Trustee shall not be required to provide any surety or
bond of any kind in connection with the acceptance or performance of its duties
hereunder or under any other Basic Document.

     (k)  The Indenture Trustee shall not have any responsibility or liability
with respect to the legality, validity or enforceability of any Receivable or
the sufficiency of any agreement, instrument or other document evidencing or
otherwise related to any Receivable. The Indenture

                                      -34-

<PAGE>

Trustee shall have no obligation or other duty to inspect, review or otherwise
examine any such document (including any document in a Receivable File) for any
purpose.

     SECTION 6.3 Individual Rights of Indenture Trustee. Indenture Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Trust or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Note Paying Agent,
Authenticating Agent Note Registrar, co-registrar, co-paying agent or other
agent of the Indenture Trustee may do the same with like rights. However,
Indenture Trustee must comply with Sections 6.11 and 6.12.

     SECTION 6.4 Indenture Trustee's Disclaimer. Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes or any other Basic Document or any disclosure
documents related thereto, shall not be accountable for the Trust's use of the
proceeds from the Notes, and shall not be responsible for any statement or
omission of the Trust in the Indenture or any other Basic Document or any
disclosure documents related thereto, or in any document issued in connection
with the sale of the Notes or in the Notes other than Indenture Trustee's
certificate of authentication.

     SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and
if it is either actually known or written notice of the existence thereof has
been delivered to a Responsible Officer of Indenture Trustee, Indenture Trustee
shall mail to each Noteholder notice of the Default within 90 days after such
knowledge or notice occurs. Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), Indenture Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of Noteholders.
The Indenture Trustee shall not be charged with knowledge of a Default, Event of
Default or Servicer Termination Event unless a Responsible Officer of the
Indenture Trustee has actual knowledge thereof or shall have received written
notice thereof.

     SECTION 6.6 Reports by Indenture Trustee to Holders. Indenture Trustee
shall deliver to each Noteholder such information as may be reasonably required
to enable such Holder to prepare its Federal and state income tax returns.

     SECTION 6.7 Compensation and Indemnity. The Administrator shall pay to
Indenture Trustee on the Closing Date and from time to time reasonable
compensation for its services as set forth in a separate agreement between the
Administrator and the Indenture Trustee dated as of November 13, 2003 and made a
part hereof (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust). Except as
otherwise expressly provided for in this Indenture, the Administrator shall
reimburse Indenture Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by Indenture Trustee in accordance
with any provision of this Indenture or any other Basic Document (including the
reasonable compensation, expenses and disbursements of such agents and counsel
as Indenture Trustee may employee in connection with the exercise and
performance of its rights and its duties hereunder), except any such expense as
may be attributable to its willful misconduct, negligence or bad faith. The
Administrator shall indemnify Indenture Trustee (individually and in its
capacity as such) and its successors, assigns, directors, officers, employees
and agents from and against, any and all loss, liability or expense (including

                                      -35-

<PAGE>

reasonable legal fees and expenses) incurred by Indenture Trustee in connection
with the acceptance of or administration of this trust and the performance of
its duties hereunder or thereunder, provided, however, that the Administrator
shall not be liable for or required to indemnify Indenture Trustee from and
against any of the foregoing expenses arising or resulting from Indenture
Trustee's own willful misconduct, negligence or bad faith or to the extent
arising from the breach by Indenture Trustee of any of its representations and
warranties and covenants set forth herein; and provided further, that the
Administrator shall have no obligation to pay an amount due the Indenture
Trustee under Section 6.7 to the extent the Indenture Trustee has been paid such
amounts in accordance with Section 5.4(b) hereof.

     Administrator's payment obligations and indemnifications to Indenture
Trustee pursuant to this Section 6.7 and the Administration Agreement referenced
in the preceding paragraph shall survive the resignation or removal of Indenture
Trustee and the termination, satisfaction and discharge of this Indenture
subject to a satisfaction of the Rating Agency Condition. When Indenture Trustee
incurs expenses after the occurrence of a Default specified in Section 5.1(d) or
(e) with respect to the Trust, the expenses are intended to constitute expenses
of administration under Title 11 of the United States Code or any other
applicable Federal or state bankruptcy, insolvency or similar law.

     SECTION 6.8 Replacement of Indenture Trustee. Indenture Trustee may resign
at any time by so notifying the Trust. The Holders of a majority in Outstanding
Amount of the Controlling Note Class of Notes may remove Indenture Trustee by so
notifying Indenture Trustee and may appoint a successor Indenture Trustee. The
Trust shall remove Indenture Trustee if:

     (a)  Indenture Trustee fails to comply with Section 6.11;

     (b)  an Insolvency Event occurs with respect to Indenture Trustee;

     (c)  a receiver or other public officer takes charge of Indenture Trustee
or its property; or

     (d)  Indenture Trustee otherwise becomes incapable of acting.

     If Indenture Trustee resigns or is removed or if a vacancy exists in the
office of Indenture Trustee for any reason (Indenture Trustee in such event
being referred to herein as the retiring Indenture Trustee), the Trust shall
promptly appoint a successor Indenture Trustee.

     A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Trust. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of Indenture Trustee under this Indenture subject to satisfaction of the Rating
Agency Condition. The successor Indenture Trustee shall mail a notice of its
succession to Noteholders. The retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor Indenture
Trustee.

     If a successor Indenture Trustee does not take office within 30 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Trust or the Holders

                                      -36-

<PAGE>

of a majority in Outstanding Amount of the Controlling Note Class of Notes may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.

     If Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of Indenture
Trustee and the appointment of a successor Indenture Trustee.

     Any resignation or removal of Indenture Trustee and appointment of a
Successor Indenture Trustee pursuant to any of the provisions of this Section
6.8 shall not become effective until acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.8 and payment of all fees and
expenses owed to the outgoing Indenture Trustee.

     Notwithstanding the resignation or removal of Indenture Trustee pursuant to
this Section 6.8, the Trust's and Administrator's obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.

     Indenture Trustee shall not be liable for the acts or omissions of any
successor Indenture Trustee.

     SECTION 6.9 Successor Indenture Trustee by Merger. If Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Indenture Trustee; provided that such
corporation or banking association shall be otherwise qualified and eligible
under Section 6.11. Indenture Trustee shall provide the Rating Agencies and the
Administrator prior written notice of any such transaction.

     In case at the time such successor or successors by merger, conversion or
consolidation to Indenture Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to Indenture Trustee may adopt the certificate of authentication
of any predecessor trustee, and deliver such Notes so authenticated; and in case
at that time any of the Notes shall not have been authenticated, any successor
to Indenture Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to Indenture Trustee; and
in all such cases such certificates shall have the full force which it is
anywhere in the Notes or in this Indenture provided that the certificate of
Indenture Trustee shall have.

     SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, after delivering written notice to the Administrator, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Trust
Estate may at the time be located, Indenture Trustee shall have the power and
may execute and deliver all instruments to appoint one or more Persons to act as
a co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Trust, or any part
hereof, and, subject to the other provisions of this Section 6.10, such powers,
duties, obligations, rights and trusts as Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to

                                      -37-

<PAGE>

meet the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8.

     (b)  Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

          (i)    all rights, powers, duties and obligations conferred or imposed
     upon Indenture Trustee shall be conferred or imposed upon and exercised or
     performed by Indenture Trustee and such separate trustee or co-trustee
     jointly (it being understood that such separate trustee or co-trustee is
     not authorized to act separately without Indenture Trustee joining in such
     act), except to the extent that under any law of any jurisdiction in which
     any particular act or acts are to be performed Indenture Trustee shall be
     incompetent or unqualified to perform such act or acts, in which event such
     rights, powers, duties and obligations (including the holding of title to
     the Trust Estate or any portion thereof in any such jurisdiction) shall be
     exercised and performed singly by such separate trustee or co-trustee, but
     solely at the direction of Indenture Trustee;

          (ii)   no trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder, including acts or
     omissions of predecessor or successor trustees; and

          (iii)  Indenture Trustee may at any time accept the resignation of or
     remove any separate trustee or co-trustee.

     (c)  Any notice, request or other writing given to Indenture Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, Indenture Trustee. Every such instrument shall be filed with
Indenture Trustee.

     (d)  Any separate trustee or co-trustee may at any time constitute
Indenture Trustee its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall invest in and be
exercised by Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     SECTION 6.11 Eligibility; Disqualification. (a) Indenture Trustee shall at
all times satisfy the requirements of TIA Section 310(a). Indenture Trustee
shall have a combined capital and surplus of at least $20,000,000 as set forth
in its most recent published annual report of condition and shall have, or the
institution at which each of the Pre-Funding Account and the Reserve Account
shall be established and maintained shall have, a long term debt rating of

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<PAGE>

investment grade or better by the Rating Agencies or shall otherwise be
acceptable to the Rating Agencies. Indenture Trustee shall comply with TIA
Section 310(b), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); provided that there shall be excluded from
the operation of TIA Section 310(b)(1) any indenture or indentures under which
other securities of the Trust are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

     (b)  Within ninety (90) days after ascertaining the occurrence of an Event
of Default which shall not have been cured or waived, unless authorized by the
TIA or the Commission, the Indenture Trustee shall resign with respect to the
Class A Notes and/or the Class B Notes in accordance with Section 6.8 of this
Indenture, and the Trust shall appoint a successor Indenture Trustee for two or
all of such Classes, as applicable, so that there will be separate Indenture
Trustees for the Class A Notes and the Class B Notes. In the event the Indenture
Trustee fails to comply with the terms of the preceding sentence, the Indenture
Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

     (c)  In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 6.11, the
Trust, the retiring Indenture Trustee and the successor Indenture Trustee with
respect to such Class of Notes shall execute and deliver an indenture
supplemental hereto wherein each successor Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, the successor Indenture
Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of the Class to which the appointment of such
successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is
not retiring with respect to all Classes of Notes, shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes of
each Class as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the Indenture Trustee and (iii) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Indenture
Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Indenture Trustees co-trustees of the same trust
and that each such Indenture Trustee shall be a trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Indenture Trustee; and upon the removal of the retiring Indenture
Trustee shall become effective to the extent provided herein.

     SECTION 6.12 Preferential Collection of Claims Against the Trust.
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.1 The Trust to Furnish Indenture Trustee Names and Addresses of
Noteholders. The Trust will furnish or cause to be furnished to Indenture
Trustee (a)not more than five days after the earlier of (i) each Record Date and
(ii) three months after the last Record Date, a list, in such form as Indenture
Trustee may reasonably require, of the names and

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<PAGE>

addresses of the Holders as of such Record Date, (b) at such other times as
Indenture Trustee may request in writing, within 30 days after receipt by the
Trust of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; provided that so
long as (i) Indenture Trustee or its designee is Note Registrar, or (ii) the
Notes are Book-Entry Notes, no such list shall be required to be furnished and
in such case, upon the written request of the Owner Trustee or the Trust,
Indenture Trustee or its designee will promptly furnish the Trust a list of
Noteholders as of the date specified by the Trust.

     SECTION 7.2 Preservation of Information; Communications to Noteholders.
(a) Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders contained in the most recent
list furnished to Indenture Trustee as provided in Section 7.1 and the names and
addresses of Holders received by Indenture Trustee in its capacity as Note
Registrar. Indenture Trustee may destroy any list furnished to it as provided in
such Section 7.1 upon receipt of a new list so furnished.

     (b)  Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more Noteholders of Notes evidencing not less than 25%
of the Outstanding Amount of Notes to receive a copy of the current list of
Noteholders (whether or not made pursuant to TIA Section 312(b)), the Indenture
Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders
produced in response thereto.

     (c)  The Trust, Indenture Trustee and Note Registrar shall have the
protection of TIA Section 312(c).

     SECTION 7.3 Reports by the Trust. (a) The Trust shall:

          (i)    deliver to Indenture Trustee, at the time that the Trust is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Trust may be required to file
     with the Commission pursuant to Section 13 or 15(d) of the Exchange Act,
     provided that the Indenture Trustee shall not be deemed or considered to
     have knowledge of the content of such filings by virtue of its receipt
     thereof;

          (ii)   deliver to Indenture Trustee and the Commission in accordance
     with rules and regulations prescribed from time to time by the Commission
     such additional information, documents and reports with respect to
     compliance by the Trust with the conditions and covenants of this Indenture
     as may be required from time to time by such rules and regulations,
     provided that the Indenture Trustee shall not be deemed or considered to
     have knowledge of the content of such filings by virtue of its receipt
     thereof; and

          (iii)  supply to Indenture Trustee (and Indenture Trustee shall
     transmit by mail to all Noteholders described in TIA Section 313(c)) such
     summaries of any information, documents and reports required to be filed by
     the Trust pursuant to clauses (i) and (ii) of

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<PAGE>

     this Section 7.3(a) as may be required by rules and regulations prescribed
     from time to time by the Commission.

(b)  Unless the Trust otherwise determines, the fiscal year of the Trust shall
end on December 31 of each year.

     SECTION 7.4 Reports by Indenture Trustee. (a) If required by TIA Section
313(a), within 60 days after each May 15, beginning with May 15, 2004, Indenture
Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief
report dated as of such date that complies with TIA Section 313(a). Indenture
Trustee also shall comply with TIA Section 313(b)(1). A copy of each report at
the time of its mailing to Noteholders shall be filed by Indenture Trustee with
the Commission and each stock exchange, if any, on which the Notes are listed.
The Trust shall notify Indenture Trustee in writing if and when the Notes are
listed on any stock exchange.

     (b)  Unless otherwise directed by the Seller in writing, (i) the Indenture
Trustee shall prepare, sign and file with the Commission, on behalf of the
Seller, no later than ten days after each Payment Date, the Servicer's Report on
Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act; (ii) the Seller
shall prepare and sign the Form 10-K and the Indenture Trustee shall file the
Form 10-K with the Commission, on behalf of the Seller and in the timeframe
required by the Commission pursuant to Section 13 or 15(d) of the Exchange Act;
(iii) at the discretion of the Seller, the Seller shall prepare and sign the
Form 15 and the Indenture Trustee shall file the Form 15 with the Commission, on
behalf of the Seller and in the timeframe required by the Commission pursuant to
Section 13 or 15(d) of the Exchange Act. The Indenture Trustee shall promptly
forward copies of all filings made pursuant to this Section 7.4(b) to the
Seller. To the extent any documents are required to be filed with respect to the
Trust pursuant to the Sarbanes-Oxley Act of 2002, the Seller shall prepare and
execute any such documents and is authorized to file such documents on behalf of
the Trust and the Indenture Trustee shall make such filings on behalf of the
Seller.

     (c)  Within the prescribed period of time for tax reporting purposed after
the end of each calendar year during the term of this Agreement, the Indenture
Trustee shall mail, to each Person who at any time during such calendar year
shall have been a holder of Notes and received any payments thereon, a statement
containing such information as may be required by the Code and applicable
Treasury Regulations to enable such security holder to prepare its federal
income tax returns.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

     SECTION 8.1 Collection of Money. Except as otherwise expressly provided
herein, Indenture Trustee may demand payment or delivery of, and shall receive
and collect, directly and without intervention or assistance of any fiscal agent
or other intermediary, all money and other property payable to or receivable by
Indenture Trustee pursuant to this Indenture. Indenture Trustee shall apply all
such money received by it as provided in this Indenture. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Trust Estate, Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.

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<PAGE>

     SECTION 8.2 Trust Accounts. (a) On or prior to the Closing Date, the Trust
shall cause Servicer to establish, in the name of Indenture Trustee, for the
benefit of the Noteholders and the Certificateholders, the Trust Accounts as
provided in Section 5.1 of the Sale and Servicing Agreement.

     (b)  On or before each Payment Date, the Trust shall cause the Servicer to
deposit all Available Collections with respect to the Collection Period
preceding such Payment Date in the Collection Account as provided in Sections
5.2 and 5.4 of the Sale and Servicing Agreement. On or before each Deposit Date,
all amounts required to be withdrawn from the Reserve Account and deposited in
the Collection Account pursuant to Section 5.5 of the Sale and Servicing
Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account
and deposited to the Collection Account as provided, as to which the Trust shall
cause Servicer to timely provide the related instructions.

     (c)  On each Payment Date (after deposits have been made in the Collection
Account), the Indenture Trustee shall make the withdrawal from the Collection
Account and make a deposit to the Note Distribution Account in accordance with
Section 5.5(c) of the Sale and Servicing Agreement.

     (d)  On each Payment Date, the Indenture Trustee (based solely on the
information contained in the Servicer's Report delivered on or before the
related Determination Date pursuant to Section 4.9 of the Sale and Servicing
Agreement) shall allocate funds on deposit in the Note Distribution Account to
the Principal Distribution Account, the Interest Distribution Account, the
Reserve Account and the Certificate Distribution Account and make distributions
and payments, to the extent of funds on deposit in the Note Distribution Account
with respect to the Collection Period preceding such Payment Date (including
funds, if any, deposited therein from the Reserve Account), in accordance with
the provisions of Section 5.5(c) of the Sale and Servicing Agreement (as to
which the Trust shall cause Servicer to timely provide the related
instructions):

          (i)    On each Payment Date, the Indenture Trustee (based solely on
     the information contained in the Servicer's Report delivered on or before
     the related Determination Date pursuant to Section 4.9 of the Sale and
     Servicing Agreement) shall withdraw the funds on deposit in the Interest
     Distribution Account with respect to the Collection Period preceding such
     Payment Date and make distributions and payments in the following order of
     priority:

               (A)  first, to the Noteholders of Class A Notes, the Accrued
          Class A Note Interest; provided that if there are not sufficient funds
          available to pay the entire amount of the Accrued Class A Note
          Interest, the amounts available shall be applied to the payment of
          such interest on the Class A Notes on a pro rata basis based upon the
          amount of interest due on each Class of Class A Notes; and

               (B)  second, to the Noteholders of Class B Notes, the Accrued
          Class B Note Interest; provided that if there are not sufficient funds
          available to pay the entire amount of the Accrued Class B Note
          Interest, the amounts available shall

                                      -42-

<PAGE>

          be applied to the payment of such interest on the Class B Notes on a
          pro rata basis.

          (ii)   On each Payment Date, the Indenture Trustee (based on the
     information contained in the Servicer's Report delivered on or before the
     related Determination Date pursuant to Section 4.9 of the Sale and
     Servicing Agreement) shall withdraw the funds on deposit in the Principal
     Distribution Account with respect to the Collection Period preceding such
     Payment Date and make distributions and payments in the following order of
     priority:

               (A)  first, to the Noteholders of the Class A-1 Notes in
          reduction of principal until the principal amount of the Outstanding
          Class A-1 Notes has been paid in full; provided that if there are not
          sufficient funds available to pay the principal amount of the
          Outstanding Class A-1 Notes in full, the amounts available shall be
          applied to the payment of principal on the Class A-1 Notes on a pro
          rata basis;

               (B)  second, to the Noteholders of the Class A-2 Notes in
          reduction of principal until the principal amount of the Outstanding
          Class A-2 Notes has been paid in full; provided that if there are not
          sufficient funds available to pay the principal amount of the
          Outstanding Class A-2 Notes in full, the amounts available shall be
          applied to the payment of principal on the Class A-2 Notes on a pro
          rata basis;

               (C)  third, to the Noteholders of the Class A-3 Notes in
          reduction of principal until the principal amount of the Outstanding
          Class A-3 Notes has been paid in full; provided that if there are not
          sufficient funds available to pay the principal amount of the
          Outstanding Class A-3 Notes in full, the amounts available shall be
          applied to the payment of principal on the Class A-3 Notes on a pro
          rata basis;

               (D)  fourth, to the Noteholders of the Class A-4 Notes in
          reduction of principal until the principal amount of the Outstanding
          Class A-4 Notes has been paid in full; provided that if there are not
          sufficient funds available to pay the principal amount of the
          Outstanding Class A-4 Notes in full, the amounts available shall be
          applied to the payment of principal on the Class A-4 Notes on a pro
          rata basis;

               (E)  fifth, to the Noteholders of the Class B Notes in reduction
          of principal until the principal amount of the Outstanding Class B
          Notes has been paid in full; provided that if there are not sufficient
          funds available to pay the principal amount of the Outstanding Class B
          Notes in full, the amounts available shall be applied to the payment
          of principal on the Class B Notes on a pro rata basis;

               (F)  sixth, any remaining amounts, to the Certificate
          Distribution Account.

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<PAGE>

     (e)  On the first Payment Date following the termination of the Pre-Funding
Period, the Indenture Trustee shall, based on the information set forth in the
related Servicer Report, withdraw any remaining funds on deposit in the
Pre-Funding Account (other than investment earnings or income) and pay an amount
equal to the amount of such funds to each Class of Notes on a pro rata basis
(based on the Outstanding Principal Balance of each Class Notes as a fraction of
the original Principal Balance of the Notes); provided that if the pro rata
portion of such amount payable to any Class of Class A Notes exceeds the
aggregate Outstanding Principal Balance of such Class, such excess shall be
distributed to each other Class of Class A Notes on a pro rata basis; and
provided further that if the aggregate amount of such funds is less than or
equal to $100,000, pay an amount equal to the amount of such funds to the
Holders of the Class A Notes in sequential order of priority beginning with the
Class A-1 Notes until the Aggregate Outstanding Principal Balance of each Class
is reduced to zero.

     SECTION 8.3 General Provisions Regarding Accounts. (a) The funds in the
Trust Accounts shall be invested in Eligible Investments in accordance with and
subject to Section 5.1(b) of the Sale and Servicing Agreement. Indenture Trustee
shall not be directed to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
Granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to Indenture Trustee
to make any such investment or sale, if requested by Indenture Trustee, the
Trust shall deliver to Indenture Trustee an Opinion of Counsel, acceptable to
Indenture Trustee, to such effect. The Indenture Trustee shall have no duty to
monitor or make any determination with respect to perfection of any security
interests.

     (b)  Subject to Section 6.1(c), Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Eligible Investment included therein except for
losses attributable to Indenture Trustee's failure to make payments on such
Eligible Investments issued by Indenture Trustee, in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.

     (c)  If (i) investment directions shall not have been given for any funds
on deposit in the Trust Accounts to Indenture Trustee by 11:00 a.m. Eastern Time
(or such other time as may be agreed by the Trust, Servicer and Indenture
Trustee) on any Business Day; (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.2, or (iii) if such
Notes shall have been declared due and payable following an Event of Default,
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.5 as if there had not been such a declaration; then
Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
funds in the Trust Accounts in one or more Eligible Investments in accordance
with the standing instructions most recently given by the Servicer. Indenture
Trustee shall not be liable for losses in respect of such investments in
Eligible Investments that comply with the requirements of the Basic Documents.

     SECTION 8.4 Release of Trust Estate. (a) Subject to the payment of its fees
and expenses pursuant to Section 6.7, Indenture Trustee may, and when required
by the provisions of this Indenture will execute instruments to release property
from the Lien of this Indenture or any other Basic Document, or convey Indenture
Trustee's interest in the same, in a manner and under

                                      -44-

<PAGE>

circumstances that are not inconsistent with the provisions of this Indenture or
such other Basic Document. No party relying upon an instrument executed by
Indenture Trustee as provided in this Article VIII shall be bound to ascertain
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any moneys.

     (b)  Indenture Trustee shall, at such time as there are no Notes
outstanding and all sums due Indenture Trustee pursuant to Section 6.7 have been
paid, release any remaining portion of the Trust Estate that secured the Notes
from the Lien of this Indenture and release to the Trust or any other Person
entitled thereto any funds then on deposit in the Trust Accounts. Indenture
Trustee shall release property from the Lien of this Indenture pursuant to this
Section 8.4(b) only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.1.

     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, acknowledges that from time to
time the Indenture Trustee shall release the Lien of this Indenture on any
Receivable to be sold to Servicer (i) in accordance with Section 3.3 of the Sale
and Servicing Agreement, and (ii) in accordance with Section 4.7 of the Sale and
Servicing Agreement.

     SECTION 8.5 Opinion of Counsel. Indenture Trustee shall receive at least
seven days' written notice when requested by the Trust to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and Indenture Trustee may also require as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to Indenture Trustee, stating the
legal effect of any such action, outlining the steps required to complete the
same, and concluding that all conditions precedent to the taking of such action
have been complied with and such action will not materially and adversely impair
the security for the Notes or the rights of the Noteholders in contravention of
the provisions of this Indenture; provided that such Opinion of Counsel shall
not be required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent investigation,
on the accuracy and validity of any certificate or other instrument delivered to
Indenture Trustee in connection with any such action.

     SECTION 8.6 Reserve Account. (a) On or prior to the Closing Date, the Trust
will establish or cause to be established, in the name of the Indenture Trustee,
for the benefit of the Noteholders and the Certificateholder, an Eligible
Deposit Account (the "Reserve Account"), being a designation clearly indicating
that funds on deposit therein are held for the benefit of the Noteholders and
the Certificateholder, which Eligible Deposit Account shall be established and
maintained with the Indenture Trustee or its designees.

     (b)  The Trust, on behalf of itself and its successors and assigns, and
solely for the purpose of providing for payment of the distributions provided
for in Section 5.5 of the Sale and Servicing Agreement, hereby grants a security
interest in and pledges to Indenture Trustee and its successors and assigns, as
agent for the benefit of the Noteholders and the Certificateholder, all of its
right, title and interest in and to the Reserve Account, subject, however, to
the limitations set forth in this Indenture, and all proceeds of the foregoing,
including all securities,

                                      -45-

<PAGE>

investments, general intangibles, financial assets and investment property from
time to time credited to and any security entitlement to the Reserve Account.

     (c)  The Trust hereby grants a security interest and pledges to Indenture
Trustee and its successors and assigns as agent for the benefit of the Trust,
the Noteholders and the Certificateholder, the Reserve Account Deposit and all
proceeds thereof; and solely for the purpose of providing for payment of the
distributions provided for in Section 5.5 of the Sale and Servicing Agreement
(all of the foregoing, subject to the limitations set forth in this Section 8.6,
the "Reserve Account Property"), to have and to hold all the aforesaid property,
rights and privileges unto Indenture Trustee, its successors and assigns, in
trust for the uses and purposes, and subject to the terms and provisions, set
forth in this Section 8.6. Indenture Trustee hereby acknowledges such transfer
and accepts the trust hereunder and shall hold and distribute the Reserve
Account Property in accordance with the terms and provisions of this Section
8.6.

     (d)  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 or the Trust shall be liable for any
loss arising from such investment in Eligible Investments; provided, that on
each Payment Date all interest and investment income (net of losses and
investment expenses) on funds on deposit in the Reserve Account shall be
distributed to the Servicer. 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 the Business Day preceding 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.

     The Trust will treat the funds, Eligible Investments and other assets in
the Reserve Account as its own for federal, state and local income tax and
franchise tax purposes and will report on its tax returns all income, gain and
loss from the Reserve Account.

     (e)  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 New York; (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
New York 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.

     (f)  The Reserve Account shall be under the custody of the Indenture
Trustee's affiliate, The Bank of New York, and under the sole control of
Indenture Trustee. If, at any time, the Reserve Account ceases to be an Eligible
Deposit Account, the Trust shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
establish or cause to be established a new Reserve Account as an Eligible

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<PAGE>

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.

     (g)  With respect to the Reserve Account Property, Servicer, the Trust and
the Indenture Trustee agree that the Reserve Account Deposit and all other funds
and Reserve Account Property shall be delivered to Indenture Trustee or its
designee for credit to the Reserve Account. In addition:

          (i)    any Reserve Account Property that constitutes Physical Property
     shall be delivered to Indenture Trustee or its designee in accordance with
     paragraph (a) of the definition of "Delivery" and shall be held, pending
     maturity or disposition, solely by 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 or
     its designee, 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 or its designee in
     accordance with paragraph (c) of the definition of "Delivery" and shall be
     maintained by Indenture Trustee or such designee acting solely for
     Indenture Trustee or such designee, pending maturity or disposition,
     through continued registration of Indenture Trustee's (or its designee's)
     ownership of such security.

Effective upon the crediting of any Reserve Account Property to the Reserve
Account, the Trust 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.

     SECTION 8.7 Pre-Funding Account.

     (a)  On or prior to the Closing Date, the Trust will establish or cause to
be established, in the name of the Indenture Trustee, for the benefit of the
Noteholders and the Certificateholder, an Eligible Deposit Account (the
"Pre-Funding Account"), being a designation clearly indicating that funds on
deposit therein are held for the benefit of the Noteholders and the
Certificateholder, which Eligible Deposit Account shall be established and
maintained with the Indenture Trustee or its designees.

     (b)  The Trust, on behalf of itself and its successors and assigns, and
solely for the purpose of providing for payment of the distributions provided
for in Section 8.2(e) and Section 8.7 of this Indenture and Section 5.5 of the
Sale and Servicing Agreement, hereby grants a security interest in and pledges
to Indenture Trustee and its successors and assigns solely in its capacity as
Indenture Trustee for the benefit of the Noteholders and the Certificateholder,
all of its right, title and interest in and to the Pre-Funding Account, subject,
however, to the limitations

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<PAGE>

set forth in this Indenture, and all proceeds of the foregoing, including all
securities, investments, general intangibles, financial assets and investment
property from time to time credited to and any security entitlement to the
Pre-Funding Account.

     (c)  The Trust hereby grants a security interest and pledges to Indenture
Trustee and its successors and assigns solely in its capacity as Indenture
Trustee for the benefit of the Trust, the Noteholders and the Certificateholder,
the Initial Pre-Funding Account Deposit and all proceeds thereof; and solely for
the purpose of providing for payment of the distributions provided for in
Section 5.5 of the Sale and Servicing Agreement (all of the foregoing, subject
to the limitations set forth in this Section 8.7, the "Initial Pre-Funding
Account Property"), to have and to hold all the aforesaid property, rights and
privileges unto Indenture Trustee, its successors and assigns, in trust for the
uses and purposes, and subject to the terms and provisions, set forth in this
Section 8.7. Indenture Trustee hereby acknowledges such transfer and accepts the
trust hereunder and shall hold and distribute the Pre-Funding Account Property
in accordance with the terms and provisions of this Section 8.7.

     (d)  Indenture Trustee shall, at the written direction of Servicer, direct
the Securities Intermediary to invest funds on deposit in the Pre-Funding
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 or the Trust shall be liable
for any loss arising from such investment in Eligible Investments. Funds on
deposit in the Pre-Funding Account shall be invested in Eligible Investments
that will mature so that all such funds will be available at the close of
business on the Business Day preceding the next Funding Date. Funds deposited in
the Pre-Funding Account on a Funding Date upon the maturity of any Eligible
Investments are not required to be (but may be) invested overnight.

     The Trust will treat the funds, Eligible Investments and other assets in
the Pre-Funding Account as its own for federal, state and local income tax and
franchise tax purposes and will report on its tax returns all income, gain and
loss from the Pre-Funding Account.

     (e)  The Securities Intermediary hereby expressly agrees with the Indenture
Trustee that: (i) all matters relating to the Pre-Funding Account shall be
governed by the laws of the State of New York; (ii) all Eligible Investments
held by the Securities Intermediary on behalf of the Indenture Trustee in the
Pre-Funding Account shall be treated as "financial assets" (as defined in
Article 8 of the New York 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 Pre-Funding
Account; (iv) the financial assets credited to the Pre-Funding 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 Pre-Funding Account other than the
Indenture Trustee.

     (f)  The Pre-Funding Account shall be under the custody of the Indenture
Trustee's affiliate, The Bank of New York, and under the sole control of the
Indenture Trustee. If, at any time, the Pre-Funding Account ceases to be an
Eligible Deposit Account, the Trust shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency
may consent) establish or cause to be established a new Pre-Funding Account as

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<PAGE>

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 Pre-Funding Account.

     (g)  With respect to the Pre-Funding Account Property, Servicer, the Trust
and the Indenture Trustee agree that the Pre-Funding Account Deposit and all
other funds and Pre-Funding Account Property shall be delivered to Indenture
Trustee or its designee for credit to the Pre-Funding Account. In addition:

          (i)    any Pre-Funding Account Property that constitutes Physical
     Property shall be delivered to Indenture Trustee or its designee in
     accordance with paragraph (a) of the definition of "Delivery" and shall be
     held, pending maturity or disposition, solely by Indenture Trustee;

          (ii)   any Pre-Funding 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 or
     its designee, pending maturity or disposition, through continued book entry
     registration of such Pre-Funding Account Property as described in such
     paragraph; and

          (iii)  any Pre-Funding 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 or its designee in
     accordance with paragraph (c) of the definition of "Delivery" and shall be
     maintained by Indenture Trustee or such designee acting solely for
     Indenture Trustee or such designee, pending maturity or disposition,
     through continued registration of Indenture Trustee's (or its designee's)
     ownership of such security.

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

     (h)  The Indenture Trustee shall, upon receipt of written direction from
the Trust, withdraw funds on deposit in the Pre-Funding Account on a Funding
Date and remit such amount to M&I Bank (on behalf of the Seller) for the
acquisition, transfer and Grant of the Subsequent Receivables on the related
Funding Date. The amount of funds withdrawn from the Pre-Funding Account for
such acquisition of Subsequent Receivables on a Funding Date will be equal to of
the Subsequent Purchase Price of the Subsequent Receivables, as of the related
Subsequent Cutoff Date; provided that such Subsequent Receivables may not be
purchased through the Pre-Funding Account unless the acquisition of such
Subsequent Receivables meets the requirements set forth in Section 2.16(b)
hereof. Except as expressly set forth herein and in the Sale and Servicing
Agreement, the Indenture Trustee shall have no duty to verify that the
Subsequent Receivables meet the requirements set forth in Section 2.16 hereof.

     (i)  To the extent that any funds remain in the Pre-Funding Account after
termination of the Pre-Funding Period, such funds (other than interest and other
investment income) will be

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<PAGE>

paid on the first Payment Date occurring after termination of the Pre-Funding
Period in accordance with Section 8.2(e) hereof.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. Without
the consent of the Holders of any Notes but with prior written notice to the
Rating Agencies by the Trust, as evidenced to Indenture Trustee, the Trust and
Indenture Trustee, when authorized by an the Issuer Order, at any time and from
time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as in force at the
date of the execution thereof), in form satisfactory to Indenture Trustee, for
any of the following purposes:

          (i)    to correct or amplify the description of any property at any
     time subject to the Lien of this Indenture, or better to assure, convey and
     confirm unto Indenture Trustee any property subject or required to be
     subjected to the Lien of this Indenture, or to subject to the Lien of this
     Indenture additional property;

          (ii)   to evidence the succession, in compliance with the applicable
     provisions hereof, of another person to the Trust, and the assumption by
     any such successor of the covenants of the Trust herein and in the Notes
     contained;

          (iii)  to add to the covenants of the Trust, for the benefit of the
     Holders of the Notes, or to surrender any right or power herein conferred
     upon the Trust;

          (iv)   to convey, transfer, assign, mortgage or pledge any property to
     or with Indenture Trustee;

          (v)    to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture which may be inconsistent with any
     other provision herein or in any supplemental indenture or to make any
     other provisions with respect to matters or questions arising under this
     Indenture or in any supplemental indenture; provided that such action shall
     not materially and adversely affect the interests of the Holders of the
     Notes;

          (vi)   to evidence and provide for the acceptance of the appointment
     hereunder by a successor trustee with respect to the Notes and to add to or
     change any of the provisions of this Indenture as shall be necessary to
     facilitate the administration of the trusts hereunder by more than one
     trustee, pursuant to the requirements of Article VI;

          (vii)  to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary to effect the qualification of this
     Indenture under the TIA or under any similar federal statute hereafter
     enacted and to add to this Indenture such other provisions as may be
     expressly required by the TIA; or

          (viii) (A) to add, modify or eliminate such provisions of the
     Indenture as may be necessary or advisable in order to enable all or a
     portion of the Trust to qualify as, and to

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<PAGE>

     permit an election to be made to cause all or a portion of the Trust to be
     treated as, a "financial asset securitization investment trust" under the
     Code, and (B) in connection with any such election, to modify or eliminate
     existing provisions set forth in this Indenture relating to the intended
     federal income tax treatment of the Notes or Certificates and the Trust in
     the absence of the election; it being a condition to any such amendment
     that the Rating Agency Condition shall have been satisfied; and

          (ix)   to add, modify or eliminate such provisions as may be necessary
     or advisable in order to enable (a) the transfer to the Trust of all or any
     portion of the Receivables to be recognized as a sale under GAAP by Seller
     to the Trust, (b) the Trust to avoid becoming a member of Seller's
     consolidated group under GAAP or (c) M&I Bank or any of its 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 the Rating Agency Condition shall have been satisfied.

     Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

     The Trust and Indenture Trustee, when authorized by an Issuer Order, may,
also without the consent of any of the Holders of the Notes but with prior
written notice to the Rating Agencies by the Trust, as evidenced to Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided that such
action shall not adversely affect in any material respect the interests of any
Noteholder; and provided further that any supplemental indenture entered into
pursuant to this Section 9.1 shall not significantly change the permitted
activities of the Trust.

     SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The Trust
and Indenture Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and with the consent of the Holders of not less
than a majority of the Outstanding Amount of the Controlling Note Class, by Act
of such Holders delivered to the Trust and Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected
thereby:

          (i)    change the date of payment of any installment of principal of
     or interest on any Note, or reduce the principal amount thereof, the
     interest rate thereon or the Redemption Price with respect thereto, change
     the provision of this Indenture relating to the application of collections
     on, or the proceeds of the sale of, the Trust Estate to payment of
     principal of or interest on the Notes, or change any place of payment
     where, or the coin or currency in which, any Note or the interest thereon
     is payable, or impair the right to institute suit for the enforcement of
     the provisions of this Indenture requiring the application of funds
     available therefor, as provided in Article V, to the payment of any

                                      -51-

<PAGE>

     such amount due on the Notes on or after the respective due dates thereof
     (or, in the case of redemption, on or after the Redemption Date);

          (ii)   reduce the percentage of the Outstanding Amount of the Notes or
     the Controlling Note Class, the consent of the Holders of which is required
     for any such supplemental indenture, or the consent of the Holders of which
     is required for any waiver of compliance with certain provisions of this
     Indenture or certain defaults hereunder and their consequences provided for
     in this Indenture;

          (iii)  modify or alter (x) the provisions of the proviso as to the
     definition of the term "Outstanding" or (y) the definition of "Controlling
     Note Class";

          (iv)   reduce the percentage of the Outstanding Amount of the Notes or
     Controlling Note Class required to direct Indenture Trustee to direct the
     Trust to sell or liquidate the Trust Estate pursuant to Section 5.4;

          (v)    modify any provision of this Section 9.2 except to increase any
     percentage specified herein or to provide that certain additional
     provisions of this Indenture or the Basic Documents cannot be modified or
     waived without the consent of the Holder of each Outstanding Note affected
     thereby;

          (vi)   modify any of the provisions of this Indenture in such manner
     as to affect the calculation of the amount of any payment of interest or
     principal due on any Note on any Payment Date (including the calculation of
     any of the individual components of such calculation) or to affect the
     rights of the Holders of Notes to the benefit of any provisions for the
     mandatory redemption of the Notes contained herein; or

          (vii)  permit the creation of any Lien ranking prior to or on a parity
     with the Lien of this Indenture with respect to any part of the Trust
     Estate or, except as otherwise permitted or contemplated herein or in the
     Basic Documents, terminate the Lien of this Indenture on any property at
     any time subject hereto or deprive the Holder of any Note of the security
     provided by the Lien of this Indenture.

     Indenture Trustee may determine (and may request an opinion of counsel to
determine) whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Holders of all
Notes, whether theretofore or thereafter authenticated and delivered hereunder.
Indenture Trustee shall not be liable for any such determination made in good
faith.

     It shall not be necessary for any Act of Noteholders under this Section 9.2
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

     Promptly after the execution by the Trust and Indenture Trustee of any
supplemental indenture pursuant to this Section 9.2, Indenture Trustee shall
mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of Indenture Trustee to mail such

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<PAGE>

notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

     SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, Indenture Trustee shall be entitled to receive, and subject
to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects Indenture
Trustee's own rights, duties, liabilities or immunities under this Indenture or
otherwise.

     SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of
Indenture Trustee, the Trust and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

     SECTION 9.5 Conformity With Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.

     SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by Indenture Trustee shall,
bear a notation furnished by the Trust as to any matter provided for in such
supplemental indenture. If the Trust shall so determine, new Notes so modified
as to conform, in the opinion of the Trust, to any such supplemental indenture
may be prepared and executed by the Trust and authenticated and delivered by
Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X
                               REDEMPTION OF NOTES

     SECTION 10.1 Redemption. The Notes are subject to redemption in whole, but
not in part, at the direction of Servicer pursuant to Section 9.1(a) of the Sale
and Servicing Agreement, on any Payment Date on which Servicer exercises its
option to purchase the Trust Estate pursuant to said Section 9.1(a), for a
purchase price equal to the Redemption Price; provided that the Trust has
available funds sufficient to pay the Redemption Price. Servicer or the Trust
shall furnish the Rating Agencies notice of such redemption. If the Notes are to
be redeemed pursuant to this Section 10.1, Servicer or the Trust shall furnish
notice of such election to Indenture Trustee not later than 25 days prior to the
Redemption Date and the Trust shall deposit with Indenture Trustee in the Note
Distribution Account the Redemption Price of the

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<PAGE>

Notes to be redeemed whereupon all such Notes shall be due and payable on the
Redemption Date upon the furnishing of a notice complying with Section 10.2 to
each Holder of the Notes.

     SECTION 10.2 Form of Redemption Notice. Notice of redemption under Section
10.1 shall be given by Indenture Trustee by facsimile or by first-class mail,
postage prepaid, transmitted or mailed prior to the applicable Redemption Date
to each Holder of Notes, as of the close of business on the Record Date
preceding the applicable Redemption Date, at such Holder's address appearing in
the Note Register.

          All notices of redemption shall state:

          (i)    the Redemption Date;

          (ii)   the Redemption Price;

          (iii)  that the Record Date otherwise applicable to such Redemption
     Date is not applicable and that payments shall be made only upon
     presentation and surrender of such Notes and the place where such Notes are
     to be surrendered for payment of the Redemption Price (which shall be the
     office or agency of the Trust to be maintained as provided in Section 3.2);
     and

          (iv)   that interest on the Notes shall cease to accrue on the
     Redemption Date.

     Notice of redemption of the Notes shall be given by Indenture Trustee in
the name and at the expense of the Trust. Failure to give notice of redemption,
or any defect therein, to any Holder of any Note shall not impair or affect the
validity of the redemption of such Note.

     SECTION 10.3 Notes Payable on Redemption Date. The Notes to be redeemed
shall, following notice of redemption as required by Section 10.2 (in the case
of redemption pursuant to Section 10.1), on the Redemption Date become due and
payable at the Redemption Price and (unless the Trust shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

     SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Trust to Indenture Trustee to take any action
under any provision of this Indenture, the Trust shall furnish to Indenture
Trustee (i) an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section 11.1,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture, no additional certificate or opinion need be furnished.

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<PAGE>

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (i)    a statement that each signatory of such certificate or opinion
     has read or has caused to be read such covenant or condition and the
     definitions herein relating thereto;

          (ii)   a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (iii)  a statement that, in the opinion of each such signatory, such
     signatory has made such examination or investigation as is necessary to
     enable such signatory to express an informed opinion as to whether or not
     such covenant or condition has been complied with; and

          (iv)   a statement as to whether, in the opinion of each such
     signatory such condition or covenant has been complied with.

     (b)  (i)    Prior to the deposit of any Collateral or other property or
securities with Indenture Trustee that is to be made the basis for the release
of any property or securities subject to the Lien of this Indenture, the Trust
shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in
this Indenture, furnish to Indenture Trustee an Officer's Certificate certifying
or stating the opinion of each person signing such certificate as to the fair
value (within 90 days of such deposit) to the Trust of the Collateral or other
property or securities to be so deposited.

          (ii)   Whenever the Trust is required to furnish to Indenture Trustee
     an Officer's Certificate certifying or stating the opinion of any signer
     thereof as to the matters described in clause (i), the Trust shall also
     deliver to Indenture Trustee an Independent Certificate as to the same
     matters, if the fair value to the Trust of the securities to be so
     deposited and of all other such securities made the basis of any such
     withdrawal or release since the commencement of the then-current fiscal
     year of the Trust, as set forth in the certificates delivered pursuant to
     clause (i) and this clause (ii), is 10% or more of the Outstanding Amount
     of the Notes, but such a certificate need not be furnished with respect to
     any securities so deposited, if the fair value thereof to the Trust as set
     forth in the related Officer's Certificate is less than $25,000 or less
     than one percent of the Outstanding Amount of the Notes.

          (iii)  Other than with respect to the release of any Purchased
     Receivables or Defaulted Receivables, whenever any property or securities
     are to be released from the Lien of this Indenture, the Trust shall also
     furnish to Indenture Trustee an Officer's Certificate certifying or stating
     the opinion of each person signing such certificate as to the fair value
     (within 90 days of such release) of the property or securities proposed to
     be released and stating that in the opinion of such person the proposed
     release will not impair the security under this Indenture in contravention
     of the provisions hereof.

                                      -55-

<PAGE>

          (iv)   Whenever the Trust is required to furnish to Indenture Trustee
     an Officer's Certificate certifying or stating the opinion of any signer
     thereof as to the matters described in clause (iii), the Trust shall also
     furnish to Indenture Trustee an Independent Certificate as to the same
     matters if the fair value of the property or securities and of all other
     property other than Purchased Receivables and Defaulted Receivables, or
     securities released from the Lien of this Indenture since the commencement
     of the then current calendar year, as set forth in the certificates
     required by clause (iii) and this clause (iv), equals 10% or more of the
     Outstanding Amount of the Notes, but such certificate need not be furnished
     in the case of any release of property or securities if the fair value
     thereof as set forth in the related Officer's Certificate is less than
     $25,000 or less than one percent of the then Outstanding Amount of the
     Notes.

          (v)    Notwithstanding Section 2.9 or any other provision of this
     Section 11.b, the Issuer may (A) collect, liquidate, sell or otherwise
     dispose of Receivables as and to the extent permitted or required by the
     Basic Documents and (B) make cash payments out of the Trust Accounts as and
     to the extent permitted or required by the Basic Documents.

     SECTION 11.2 Form of Documents Delivered to Indenture Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

     Any certificate or opinion of an Authorized Officer of the Trust may be
based, insofar as it relates to legal matters, upon an opinion of counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the opinion with respect to the matters upon which his or her certificate
or opinion is based are erroneous. Any such certificate of an Authorized Officer
or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of Servicer, Seller, Administrator or the Trust, stating that the information
with respect to such factual matters is in the possession of Servicer, Seller,
Administrator or the Trust, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Whenever in this Indenture, in connection with any application or
certificate or report to Indenture Trustee, it is provided that the Trust shall
deliver any document as a condition of the granting of such application, or as
evidence of the Trust's compliance with any term hereof, it is intended that the
truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts
and opinions stated in such document shall in such case be conditions precedent
to the right of the Trust to have such application granted or to the sufficiency
of such certificate or report. The foregoing shall not,

                                      -56-

<PAGE>

however, be construed to affect Indenture Trustee's right to rely upon the truth
and accuracy of any statement or opinion contained in any such document as
provided in Article VI.

     SECTION 11.3 Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and except as herein otherwise expressly
provided such action shall become effective when such instrument or instruments
are delivered to Indenture Trustee, and, where it is hereby expressly required,
to the Trust. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of Indenture Trustee and the Trust, if made in the manner provided in this
Section 11.3.

     (b)  The fact and date of the execution by any person of any such
instrument or writing may be proved in any customary manner of Indenture
Trustee.

     (c)  The ownership of Notes shall be proved by the Note Register.

     (d)  Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by Indenture Trustee
or the Trust in reliance thereon, whether or not notation of such action is made
upon such Note.

     SECTION 11.4 Notices, etc., to Indenture Trustee, the Trust and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
to be made upon, given or furnished to or filed with:

     (a)  Indenture Trustee by any Noteholder, Administrator or the Trust shall
be sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and shall
be deemed to have been duly given upon receipt to Indenture Trustee at its
Corporate Trust Office, or

     (b)  The Trust by Indenture Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and shall
be deemed to have been duly given upon receipt to the Trust addressed to: M&I
Auto Loan Trust 2003-1, in care of Deutsche Bank Trust Company Delaware, 1011
Centre Road, Suite 200, Wilmington, Delaware 19805, with a copy to Administrator
at M&I Marshall & Ilsley Bank, 770 North Water Street NW5, Milwaukee, Wisconsin
53202, Attention: Douglas D. Howe, or at any other address previously furnished
in writing to Indenture Trustee by the Trust or Administrator. The Trust shall
promptly transmit any notice received by it from the Noteholders to Indenture
Trustee.

                                      -57-

<PAGE>

     Notices required to be given to the Rating Agencies by the Owner Trustee,
Indenture Trustee or the Trust shall be in writing, personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested to (i) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
Asset Backed Securities Group and (ii) in the case of S&P, at the following
address: Standard & Poor's Ratings Services, 55 Water Street, New York, New York
10041-0003, Attention of Asset Backed Surveillance Department; or as to each of
the foregoing, at such other address as shall be designated by written notice to
the other parties.

     Notices required to be given to Indenture Trustee shall be in writing,
personally delivered by overnight courier or mailed certified mail, return
receipt requested to: BNY Midwest Trust Co., 2 North LaSalle Street, Suite 1020,
Chicago, IL 60602, Attention: Structured Finance Group.

     SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture provides
for notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Noteholder affected by such event, at his
address as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to
mail such notice nor any defect in any notice so mailed to any particular
Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with Indenture Trustee but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such a waiver.

     In case, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trust shall be deemed to be a sufficient
giving of such notice.

     Where this Indenture provides for notice to the Rating Agencies, failure to
give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute a Default or Event of
Default.

     SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Trust may,
but shall not be required to, enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by Indenture Trustee or any Paying
Agent to such Holder, that is different from the methods provided for in this
Indenture for such payments or notices, provided that such methods are
reasonable and consented to by Indenture Trustee. The Trust will furnish to the

                                      -58-

<PAGE>

trustee a copy of each such agreement and Indenture Trustee will cause payments
to be made and notices to be given in accordance with such agreements.

     SECTION 11.7 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

     The provisions of TIA Sections 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     SECTION 11.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 11.9 Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Trust shall bind its successors and assigns,
whether so expressed or not. All agreements of Indenture Trustee in this
Indenture shall bind its successors.

     SECTION 11.10 Separability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     SECTION 11.12 Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

     SECTION 11.13 GOVERNING LAW. THIS INDENTURE 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 11.14 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                      -59-

<PAGE>

     SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Trust and at its expense accompanied by an Opinion of Counsel
delivered to the Indenture Trustee (which may be counsel to the Trust or any
other counsel reasonably acceptable to Indenture Trustee) to the effect that
such recording is necessary either for the protection of the Noteholders or any
other person secured hereunder or for the enforcement of any right or remedy
granted to Indenture Trustee under this Indenture.

     SECTION 11.16 Trust Obligation. (a) No recourse may be taken, directly or
indirectly, with respect to the obligations of the Trust or Indenture Trustee on
the Notes or under this Indenture or any certificate or other writing delivered
in connection herewith or therewith, against (i) Seller, (ii) Indenture Trustee
or the Trust in its individual capacity, (iii) any owner of a beneficial
interest in the Trust, (iv) any partner, owner, member, beneficiary, agent,
officer, director, employee or agent of Seller, Indenture Trustee or the Trust
in its individual capacity as such, (v) or any holder of a beneficial interest
in Seller, the Trust or Indenture Trustee or of any successor or assign of
Seller, Indenture Trustee or the Trust in its individual capacity as such,
except as any such Person may have expressly agreed (it being understood that
Indenture Trustee and the Trust have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of
any duties or obligations of the Trust hereunder, the Trust shall be subject to,
and entitled to the benefits of, the terms and provisions of Article VI, VII and
VIII of the Trust Agreement.

     (b)  In furtherance of and not in derogation of the foregoing, to the
extent Seller enters into other securitization transactions, each Noteholder, by
accepting a Note, acknowledges and agrees that it shall have no right, title or
interest in or to any assets or interests therein of the Seller (other than the
Trust Property and Reserve Account relating to this transaction) conveyed or
purported to be conveyed by Seller to another securitization trust or other
Person or Persons in connection therewith (whether by way of a sale, capital
contribution or by virtue of the granting of a Lien) ("Other Assets"). To the
extent that, notwithstanding the agreements and provisions contained in the
preceding sentences of this Section 11.6, a Noteholder either (i) asserts an
interest or claim to, or benefit from, Other Assets, whether asserted against or
through Seller or any other Person owned by Seller, or (ii) is deemed to have
any such interest, claim or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Federal
Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), and whether deemed asserted against or through Seller or any
other Person owned by Seller, then each Noteholder, by accepting a Note, further
acknowledges and agrees that any such interest, claim or benefit in or from
Other Assets is and shall be expressly subordinated to the indefeasible payment
in full of all obligations and liabilities of Seller which, under the terms of
the relevant documents relating to the securitization of such Other Assets, are
entitled to be paid from, entitled to the benefits of, or otherwise secured by
such Other Assets (whether or not any such entitlement or security interest is
legally perfected or otherwise entitled to priority of distribution or
application under applicable law, including insolvency laws, and whether
asserted against Seller or any other Person owned by Seller), including the
payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a

                                      -60-

<PAGE>

subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code. Each Noteholder, by acceptance of a Note, further acknowledges and agrees
that no adequate remedy at law exists for a breach of this Section 11.16(b) and
the terms of this Section 11.16(b) may be enforced by an action for specific
performance. The provisions of this Section 11.16(b) shall be for the third
party benefit of those entitled to rely thereon and shall survive the
termination of this Agreement.

     SECTION 11.17 No Petition. Indenture Trustee and M&I Bank, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against Seller or the Trust, or
join in any institution against Seller or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents.

     SECTION 11.18 Inspection. The Trust agrees that, on reasonable prior
notice, it will permit any representative of Indenture Trustee, during the
Trust's normal business hours, to examine all the books of account, records,
reports, and other papers of the Trust, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Trust's affairs, finances and accounts with the Trust's
officers, employees, and independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. Indenture Trustee
shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that Indenture Trustee may reasonably determine that such disclosure
is consistent with its obligations hereunder.

     SECTION 11.19 Confidential Information. Any Holder, by its acceptance of a
Note, shall be deemed to have agreed to keep any information obtained by it
pursuant to Section 4.12 of the Sale and Servicing Agreement confidential and
not to use such information for any other purpose, except as required by
applicable law.

     SECTION 11.20 Limitation of Liability. It is expressly understood and
agreed by and between the parties hereto (i) that this Agreement is executed and
delivered by Deutsche Bank Trust Company Delaware, not in its individual
capacity but solely as Owner Trustee under the Trust Agreement dated as of
November 13, 2003 with M&I Dealer Auto Securitization, LLC and M&I Marshall &
Ilsley Bank (the "Trust Agreement") in the exercise of the power and authority
conferred and vested in it as such Owner Trustee, (ii) each of the
representations, undertakings and agreements made herein by the Trust are not
personal representations, undertakings and agreements of Deutsche Bank Trust
Company Delaware, but are binding only on the Trust, (iii) nothing contained
herein shall be construed as creating any liability on Deutsche Bank Trust
Company Delaware, individually or personally, to perform any covenant of the
Trust either expressed or implied contained herein, all such liability, if any,
being expressly waived by the parties hereto and by any person claiming by,
through or under any such party, and (iv) under no circumstances shall Deutsche
Bank Trust Company Delaware be personally liable for the payment of any
indebtedness or expense of the Trust or be liable for the breach or

                                      -61-

<PAGE>

failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Agreement.


                                      -62-

<PAGE>

     IN WITNESS WHEREOF, M&I Bank, the Trust and Indenture Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.

                                        M&I AUTO LOAN TRUST 2003-1, as Trust


                                        By:  DEUTSCHE BANK TRUST COMPANY
                                             DELAWARE, not in its individual
                                             capacity but solely as Owner
                                             Trustee


                                        By:     /s/ Louis Bodi
                                             -----------------------------------
                                             Name:  Louis Bodi
                                             Title: Vice President


                                       S-1

<PAGE>

                                        BNY MIDWEST TRUST CO., not in its
                                        individual capacity but solely as
                                        Indenture Trustee


                                        By:    /s/ Robert Castle
                                             -----------------------------------
                                             Name: Robert Castle
                                             Title: Assistant Vice President


                                       S-2

<PAGE>

                                        M&I MARSHALL & ILSLEY BANK, as Servicer


                                        By:    /s/ Donald H. Wilson
                                             -----------------------------------
                                             Name: Donald H. Wilson
                                             Title: Senior Vice President


                                       S-3

<PAGE>

                                                                     EXHIBIT A-1
                            [Form of Class A-1 Note]
REGISTERED                                                          $174,000,000
No. R-1                                                   CUSIP NO.: 55255P AL 4
                                                          ISIN NO.: US55255PAL40


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                           M&I AUTO LOAN TRUST 2003-1

                      1.1475% CLASS A-1 ASSET BACKED NOTES

         M&I Auto Loan Trust 2003-1, a statutory trust existing under the laws
of the State of Delaware (herein referred to as the "Trust"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED SEVENTY-FOUR MILLION DOLLARS ($174,000,000) payable
on each Payment Date in an amount equal to the aggregate amount, if any, payable
to Noteholders of Class A-1 Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class A-1 Notes pursuant to
Section 3.1 of the Indenture dated as of November 13, 2003 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
among BNY Midwest Trust Co., as indenture trustee (in such capacity the
"Indenture Trustee"), the Trust and M&I Marshall & Ilsley Bank ("M&I Bank"), as
the servicer (the "Servicer"); provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the November 22, 2004,
Payment Date (the "Class A-1 Final Scheduled Payment Date"). Capitalized terms
used but not defined herein are defined in Appendix X to the Sale and Servicing
Agreement, dated as of November 13, 2003, (the "Sale and Servicing Agreement")
among M&I Dealer Auto Securitization, LLC, as the seller (the "Seller"), the
Servicer, the Trust and the Indenture Trustee, which also contains rules as to
construction that shall be applicable herein.

         The Trust shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid, or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations

<PAGE>

contained in Section 3.1 of the Indenture. Interest on this Note will accrue for
each Payment Date from and including the previous Payment Date on which interest
has been paid (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding such Payment Date. Interest will be computed on the basis
of actual days elapsed and a 360-day year. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Trust
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed
pursuant to Section 2.13 of the Indenture by the Authenticating Agent whose name
appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

IN WITNESS WHEREOF, the Trust has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: November __, 2003                M&I AUTO LOAN TRUST 2003-1

                                       By: DEUTSCHE BANK TRUST COMPANY DELAWARE,
                                       not in its individual capacity but solely
                                       as Owner Trustee of M&I Auto Loan Trust
                                       2003-1

                                       By: _____________________________________
                                           Authorized Officer

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-1 Notes designated above and referred to in
the within-mentioned Indenture.

Date: November __, 2003                  BNY MIDWEST TRUST CO., not in its
                                         individual capacity but solely as
                                         Authenticating Agent

                                         By: ___________________________________
                                             Authorized Officer

<PAGE>

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Trust,
designated as its 1.1475% Class A-1 Asset Backed Notes (the "Class A-1 Notes")
which, together with the Trust's 1.60% Class A-2 Asset Backed Notes (the "Class
A-2 Notes"), 2.31% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), 2.97%
Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and
3.45% Class B Asset Backed Notes (the "Class B Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Trust, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

         The Class A-1 Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
A-1 Notes are senior in right of payment to the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class B Notes, each as and to the extent
provided in the Indenture.

         Principal of the Class A-1 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the twentieth
day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing December 22, 2003. All principal payments on
the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled
thereto.

         As described on the face hereof, the entire unpaid principal amount of
this Note shall be due and payable on the Class A-1 Final Scheduled Payment
Date. Notwithstanding the foregoing, if an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Controlling Note Class of Notes may declare all the Notes to be immediately due
and payable, by a notice in writing to the Trust (and to the Indenture Trustee
if given by Noteholders), and upon any such declaration the unpaid principal
amount of such Notes, together with accrued and unpaid interest thereon through
the date of acceleration, shall become immediately due and payable in the manner
provided in Section 5.2 of the Indenture. In such event, all payments on the
Class A-1 Notes will be made in accordance with the provisions of the Indenture.

         Payments of interest on this Note on each Payment Date, together with
the installment of principal, if any, to the extent not in full payment of this
Note, shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12 of the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Payment Date or on the Final Scheduled Payment Date for such
Class (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1 of the Indenture) which shall

<PAGE>

be payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if Indenture Trustee or the
Holders of the Notes representing not less than a majority of the Outstanding
Amount of the Controlling Note Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the Indenture and, in
such event, all principal payments on each class of Notes shall be made pro rata
to the Noteholders of such class entitled thereto. Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Payment Date on which Indenture Trustee expects
that the final installment of principal of and interest on such Note will be
paid. Such notice shall be mailed or transmitted by facsimile prior to such
final Payment Date and shall specify that such final installment will be payable
only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2 of the Indenture.

         The Trust shall pay interest on overdue installments of interest at the
Class A-1 Interest Rate to the extent lawful.

         As provided in the Indenture, the Class A Notes and the Class B Notes
may be redeemed, in whole but not in part, in the manner and to the extent
described in the Indenture and the Sale and Servicing Agreement.

         The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Trust pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

         Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Trust or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any owner of a beneficial interest in the Trust, (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee or the Owner Trustee, each in its individual capacity, or (iv)
any holder of a beneficial interest in the Trust or the Indenture Trustee or of
any successor or assign of the Indenture Trustee or the Owner Trustee, each in
its individual

<PAGE>

capacity, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity. Each Noteholder or Note Owner, by
its acceptance of a Note or, in the case of a Note Owner, a beneficial interest
in a Note, agrees that, except as expressly provided in the Basic Documents, in
the case of an Event of Default under the Indenture, the Noteholder shall have
no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Trust for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.

         In furtherance of and not in derogation of the foregoing paragraph, to
the extent Seller enters into other securitization transactions, each Noteholder
or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, acknowledges and agrees that it shall have no
right, title or interest in or to any assets or interests therein of Seller
(other than the Owner Trust Estate, Pre-Funding Account and Reserve Account
relating to this transaction) conveyed or purported to be conveyed by Seller to
another securitization trust or other Person or Persons in connection therewith
(whether by way of a sale, capital contribution or by virtue of the granting of
a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentences of this paragraph, a Noteholder
or Note Owner either (i) asserts an interest or claim to, or benefit from, Other
Assets, whether asserted against or through Seller or any other Person owned by
Seller, or (ii) is deemed to have any such interest, claim or benefit in or from
Other Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Federal Bankruptcy Code or any successor provision having similar
effect under the Bankruptcy Code), and whether deemed asserted against or
through Seller or any other Person owned by Seller, then each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly subordinated
to the indefeasible payment in full of all obligations and liabilities of Seller
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to priority of
distribution or application under applicable law, including insolvency laws, and
whether asserted against Seller or any other Person owned by Seller), including
the payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that no adequate remedy at
law exists for a breach of this paragraph and the terms of this paragraph may be
enforced by an action for specific performance. The provisions of this paragraph
shall be for the third party benefit of those entitled to rely thereon and shall
survive the termination of this Agreement.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Trust, or join in any
institution against the Seller or the Trust of, any bankruptcy,

<PAGE>

reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.

         The Trust has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, and franchise tax
purposes, the Notes will qualify as indebtedness secured by the Trust Estate.
Each Noteholder, by its acceptance of a Note (and each Note Owner by its
acceptance of a beneficial interest in a Note), will be deemed to agree to treat
the Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this Note,
the Trust, the Indenture Trustee and any agent of the Trust or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Trust, the Indenture Trustee or any such agent shall be
affected by notice to the contrary.

         The Indenture permits (with certain exceptions requiring the consent of
all Noteholders adversely affected) the Trust and the Indenture Trustee to enter
into one or more supplemental indentures without the consent of the Noteholders
provided certain conditions are satisfied. The Indenture also contains
provisions permitting the Noteholders of Notes evidencing specified percentages
of the Outstanding Amount or of the Controlling Note Class, on behalf of all
Noteholders, to waive compliance by the Trust with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Noteholder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.

         The term "Trust", as used in this Note, includes any successor to the
Trust under the Indenture.

         The Trust is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

<PAGE>

     Each Noteholder or Note Owner expressly understands and agrees (i) that
this Note is executed and delivered by Deutsche Bank Trust Company Delaware, not
in its individual capacity but solely as Owner Trustee under the Trust Agreement
dated as of November 13, 2003 with M&I Dealer Auto Securitization, LLC and M&I
Marshall & Ilsley Bank (the "Trust Agreement") in the exercise of the power and
authority conferred and vested in it as such Owner Trustee, (ii) each of the
representations, undertakings and agreements made herein by the Trust are not
personal representations, undertakings and agreements of Deutsche Bank Trust
Company Delaware, but are binding only on the Trust, (iii) nothing contained
herein shall be construed as creating any liability on Deutsche Bank Trust
Company Delaware, individually or personally, to perform any covenant of the
Trust either expressed or implied contained herein, all such liability, if any,
being expressly waived by the Noteholder or Note Owner and by any person
claiming by, through or under any such Noteholder or Note Owner, and (iv) under
no circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expense of the Trust or be liable for the
payment of any indebtedness or expense of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Note.

<PAGE>

                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

     ___________________________

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

________________________________________________________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________________, attorney, to transfer said Note on
the books kept for registration thereof, with full power of substitution in the
premises.

Dated: ___________________, 200_

                                    By:          */____________________________

                                    Signature Guaranteed:

                                                 */____________________________

*/   NOTICE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.

<PAGE>

                                                                     EXHIBIT A-2
                            [Form of Class A-2 Note]
REGISTERED                                                          $220,000,000
No. R-1                                                    CUSIP NO.:55255P AM 2
                                                           ISIN NO.:US55255PAM23

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTOR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                           M&I AUTO LOAN TRUST 2003-1

                       1.60% CLASS A-2 ASSET BACKED NOTES

     M&I Auto Loan Trust 2003-1, a statutory trust existing under the laws of
the State of Delaware (herein referred to as the "Trust"), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of TWO HUNDRED TWENTY MILLION DOLLARS ($220,000,000) payable on each Payment
Date in an amount equal to the aggregate amount, if any, payable to Noteholders
of Class A-2 Notes on such Payment Date from the Principal Distribution Account
in respect of principal on the Class A-2 Notes pursuant to Section 3.1 of the
Indenture dated as of November 13, 2003 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture") among BNY
Midwest Trust Co., as Indenture Trustee (in such capacity the "Indenture
Trustee"), the Trust and M&I Marshall & Ilsley Bank ("M&I Bank"), as servicer
(the "Servicer"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the July 20, 2006, Payment Date (the
"Class A-2 Final Scheduled Payment Date"). Capitalized terms used but not
defined herein are defined in Appendix X to the Sale and Servicing Agreement,
dated as of November 13, 2003 (the "Sale and Servicing Agreement"), among M&I
Dealer Auto Securitization, LLC, as the seller (the "Seller"), the Servicer, the
Trust and the Indenture Trustee, which also contains rules as to construction
that shall be applicable herein.

     The Trust shall pay interest on this Note at the rate per annum shown above
on each Payment Date until the principal of this Note is paid, or made available
for payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Distribution Date), subject to certain limitations

<PAGE>

contained in Section 3.1 of the Indenture. Interest on this Note will accrue for
each Distribution Date from and including the twentieth day of the calendar
month immediately preceding such Payment Date (or, in the case of the initial
Payment Date, from the Closing Date) to but excluding the twentieth day of the
following calendar month. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. Such principal of and interest on this Note shall
be paid in the manner specified on the reverse hereof.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Trust
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed pursuant
to Section 2.13 of the Indenture by the Authenticating Agent whose name appears
below by manual signature, this Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or obligatory for
any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

     IN WITNESS WHEREOF, the Trust has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

Date: November 13, 2003            M&I AUTO LOAN TRUST 2003-1

                                   By:  DEUTSCHE BANK TRUST COMPANY DELAWARE,
                                   not in its individual capacity but solely as
                                   Owner Trustee of M&I Auto Loan Trust 2003-1


                                   By: __________________________________
                                       Authorized Officer

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-2 Notes designated above and referred to in the
within-mentioned Indenture.

Date: November ___, 2003            BNY MIDWEST TRUST CO., not in its individual
                                    capacity but solely as Authenticating Agent


                                    By:_____________________________________
                                    Authorized Officer

<PAGE>

                                [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Trust,
designated as its 1.60% Class A-2 Asset Backed Notes (the "Class A-2 Notes")
which, together with the Trust's 1.1475% Class A-1 Asset Backed Notes (the
"Class A-1 Notes"), 2.31% Class A-3 Asset Backed Notes (the "Class A-3 Notes")
and 2.97% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with
the Class A-1 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Class A
Notes") and 3.45% Class B Asset Backed Notes (the "Class B Notes" and, together
with the Class A Notes, the "Notes"), are issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Trust, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

     The Class A-2 Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
A-2 Notes are subordinated in right of payment to the Class A-1 Notes and are
senior in right of payment to the Class A-3 Notes, the Class A-4 Notes and the
Class B Notes each as and to the extent provided in the Indenture.

     Principal of the Class A-2 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the twentieth day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing December 22, 2003. All principal payments on the Class
A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-2 Final Scheduled Payment Date.
Notwithstanding the foregoing, if an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Controlling Note Class may declare all the Notes to be immediately due and
payable, by a notice in writing to the Trust (and to the Indenture Trustee if
given by Noteholders), and upon any such declaration the unpaid principal amount
of such Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable in the manner
provided in Section 5.2 of the Indenture. In such event, all payments on the
Class A-2 Notes will be made in accordance with the provisions of the Indenture.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12 of the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Payment Date or on the Final Scheduled Payment Date for such
Class (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1 of the Indenture) which shall

<PAGE>

be payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if Indenture Trustee or the
Holders of the Notes representing not less than a majority of the Outstanding
Amount of the Controlling Note Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the Indenture and, in
such event, all principal payments on each class of Notes shall be made pro rata
to the Noteholders of such class entitled thereto. Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Payment Date on which Indenture Trustee expects
that the final installment of principal of and interest on such Note will be
paid. Such notice shall be mailed or transmitted by facsimile prior to such
final Payment Date and shall specify that such final installment will be payable
only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2 of the Indenture.

     The Trust shall pay interest on overdue installments of interest at the
Class A-2 Interest Rate to the extent lawful.

     As provided in the Indenture, the Class A Notes and the Class B Notes may
be redeemed, in whole but not in part, in the manner and to the extent described
in the Indenture and the Sale and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Trust pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Trust or the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii)
any owner of a beneficial interest in the Trust, (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee, each in its individual capacity, or (iv) any holder of a
beneficial interest in the Trust or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee, each in its individual

<PAGE>

capacity, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity. Each Noteholder or Note Owner, by
its acceptance of a Note or, in the case of a Note Owner, a beneficial interest
in a Note, agrees that, except as expressly provided in the Basic Documents, in
the case of an Event of Default under the Indenture, the Noteholder shall have
no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Trust for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.

     In furtherance of and not in derogation of the foregoing paragraph, to the
extent Seller enters into other securitization transactions, each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, acknowledges and agrees that it shall have no
right, title or interest in or to any assets or interests therein of Seller
(other than the Owner Trust Estate, Pre-Funding Account and Reserve Account
relating to this transaction) conveyed or purported to be conveyed by Seller to
another securitization trust or other Person or Persons in connection therewith
(whether by way of a sale, capital contribution or by virtue of the granting of
a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentences of this paragraph, a Noteholder
or Note Owner either (i) asserts an interest or claim to, or benefit from, Other
Assets, whether asserted against or through Seller or any other Person owned by
Seller, or (ii) is deemed to have any such interest, claim or benefit in or from
Other Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Federal Bankruptcy Code or any successor provision having similar
effect under the Bankruptcy Code), and whether deemed asserted against or
through Seller or any other Person owned by Seller, then each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly subordinated
to the indefeasible payment in full of all obligations and liabilities of Seller
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to priority of
distribution or application under applicable law, including insolvency laws, and
whether asserted against Seller or any other Person owned by Seller), including
the payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that no adequate remedy at
law exists for a breach of this paragraph and the terms of this paragraph may be
enforced by an action for specific performance. The provisions of this paragraph
shall be for the third party benefit of those entitled to rely thereon and shall
survive the termination of this Agreement.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, covenants and agrees by accepting
the benefits of the Indenture that such Noteholder or Note Owner will not at any
time institute against the Seller or the Trust, or join in any institution
against the Seller or the Trust of, any bankruptcy,

<PAGE>

reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.

     The Trust has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, and franchise tax purposes,
the Notes will qualify as indebtedness secured by the Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the Notes
for federal, state and local income, single business and franchise tax purposes
as indebtedness.

     Prior to the due presentment for registration of transfer of this Note, the
Trust, the Indenture Trustee and any agent of the Trust or the Indenture Trustee
may treat the Person in whose name this Note (as of the day of determination or
as of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Trust, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.

     The Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the Trust and the Indenture Trustee to enter
into one or more supplemental indentures without the consent of the Noteholders
provided certain conditions are satisfied. The Indenture also contains
provisions permitting the Noteholders of Notes evidencing specified percentages
of the Outstanding Amount or of the Controlling Note Class, on behalf of all
Noteholders, to waive compliance by the Trust with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Noteholder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.

     The term "Trust", as used in this Note, includes any successor to the Trust
under the Indenture.

     The Trust is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

     The Notes are issuable only in registered form in denominations as provided
in the Indenture, subject to certain limitations therein set forth.

     THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

<PAGE>

     Each Noteholder or Note Owner expressly understands and agrees (i) that
this Note is executed and delivered by Deutsche Bank Trust Company Delaware, not
in its individual capacity but solely as Owner Trustee under the Trust Agreement
dated as of November 13, 2003 with M&I Dealer Auto Securitization, LLC and M&I
Marshall & Ilsley Bank (the "Trust Agreement") in the exercise of the power and
authority conferred and vested in it as such Owner Trustee, (ii) each of the
representations, undertakings and agreements made herein by the Trust are not
personal representations, undertakings and agreements of Deutsche Bank Trust
Company Delaware, but are binding only on the Trust, (iii) nothing contained
herein shall be construed as creating any liability on Deutsche Bank Trust
Company Delaware, individually or personally, to perform any covenant of the
Trust either expressed or implied contained herein, all such liability, if any,
being expressly waived by the Noteholder or Note Owner and by any person
claiming by, through or under any such Noteholder or Note Owner, and (iv) under
no circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expense of the Trust or be liable for the
payment of any indebtedness or expense of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Note.

<PAGE>

                                   ASSIGNMENT

   Social Security or taxpayer I.D. or other identifying number of assignee:

   ___________________________

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

________________________________________________________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________________, attorney, to transfer said Note on
the books kept for registration thereof, with full power of substitution in the
premises.

Dated: ___________________, 200_

                                             By:        */______________________

                                             Signature Guaranteed:
                                                        */______________________

*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.

<PAGE>

                                                                     EXHIBIT A-3
                            [Form of Class A-3 Note]
REGISTERED                                                         $285,000,000
No. R-1                                                  CUSIP NO.: 55255P AN 0
                                                         ISIN NO.: US55255PAN06

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                           M&I AUTO LOAN TRUST 2003-1

                       2.31% CLASS A-3 ASSET BACKED NOTES

         M&I Auto Loan Trust 2003-1, a statutory trust existing under the laws
of the State of Delaware (herein referred to as the "Trust"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of TWO HUNDRED EIGHTY-FIVE MILLION DOLLARS ($285,000,000) payable
on each Payment Date in an amount equal to the aggregate amount, if any, payable
to Noteholders of Class A-3 Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class A-3 Notes pursuant to
Section 3.1 of the Indenture dated as of November 13, 2003 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
among BNY Midwest Trust Co., as indenture trustee (in such capacity the
"Indenture Trustee") the Trust and M&I Marshall & Ilsley Bank ("M&I Bank"), as
servicer (the "Servicer"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the February 20, 2008, Payment
Date (the "Class A-3 Final Scheduled Payment Date"). Capitalized terms used but
not defined herein are defined in Appendix X to the Sale and Servicing
Agreement, dated as of November 13, 2003 (the "Sale and Servicing Agreement"),
among M&I Dealer Auto Securitization, LLC, as the seller (the "Seller"), the
Trust, the Servicer and the Indenture Trustee, which also contains rules as to
construction that shall be applicable herein.

         The Trust shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid, or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations

<PAGE>

contained in Section 3.1 of the Indenture. Interest on this Note will accrue for
each Payment Date from and including the twentieth day of the calendar month
immediately preceding such Payment Date (or, in the case of the initial Payment
Date, from the Closing Date) to but excluding the twentieth day of the following
calendar month. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Trust
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed
pursuant to Section 2.13 of the Indenture by the Authenticating Agent whose name
appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

         IN WITNESS WHEREOF, the Trust has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

Date: November 13, 2003                M&I AUTO LOAN TRUST 2003-1

                                       By: DEUTSCHE BANK TRUST COMPANY DELAWARE,
                                       not in its individual capacity but solely
                                       as Owner Trustee of M&I Auto Loan Trust
                                       2003-1

                                       By: _____________________________________
                                                Authorized Officer

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

This is one of the Class A-3 Notes designated above and referred to in the
within-mentioned Indenture.

Date: November ___, 2003            BNY MIDWEST TRUST CO., not in its individual
                                    capacity but solely as Authenticating Agent


                                    By: ________________________________________
                                        Authorized Officer

<PAGE>

                                [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Trust,
designated as its 2.31% Class A-3 Asset Backed Notes (the "Class A-3 Notes")
which, together with the Trust's 1.1475% Class A-1 Asset Backed Notes (the
"Class A-1 Notes"), 1.60% Class A-2 Asset Backed Notes (the "Class A-2 Notes"),
2.97% Class A-4 Asset Backed Notes (the "Class A-4 Notes" and, together with the
Class A-1 Notes, the Class A-2 Notes and the Class A-4 Notes, the "Class A
Notes") and 3.45% Class B Asset Backed Notes (the "Class B Notes" and, together
with the Class A Notes, the "Notes"), are issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Trust, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

     The Class A-3 Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
A-3 Notes are subordinated in right of payment to the Class A-1 Notes and the
Class A-2 Notes and are senior in right of payment to the Class A-4 Notes and
the Class B Notes, each as and to the extent provided in the Indenture.

     Principal of the Class A-3 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the twentieth day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing December 22, 2003. All principal payments on the Class
A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled hereto.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-3 Final Scheduled Payment Date.
Notwithstanding the foregoing, if an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Controlling Note Class may declare all the Notes to be immediately due and
payable, by a notice in writing to the Trust (and to the Indenture Trustee if
given by Noteholders), and upon any such declaration the unpaid principal amount
of such Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable in the manner
provided in Section 5.2 of the Indenture. In such event, all payments on the
Class A-3 Notes will be made in accordance with the provisions of the Indenture.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12 of the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Payment Date or on the Final Scheduled Payment Date for such
Class (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1 of the Indenture) which shall

<PAGE>

be payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if Indenture Trustee or the
Holders of the Notes representing not less than a majority of the Outstanding
Amount of the Controlling Note Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the Indenture and, in
such event, all principal payments on each class of Notes shall be made pro rata
to the Noteholders of such class entitled thereto. Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Payment Date on which Indenture Trustee expects
that the final installment of principal of and interest on such Note will be
paid. Such notice shall be mailed or transmitted by facsimile prior to such
final Payment Date and shall specify that such final installment will be payable
only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2 of the Indenture.

     The Trust shall pay interest on overdue installments of interest at the
Class A-3 Interest Rate to the extent lawful.

     As provided in the Indenture, the Class A Notes and the Class B Notes may
be redeemed, in whole but not in part, in the manner and to the extent described
in the Indenture and the Sale and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Trust pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Trust or the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii)
any owner of a beneficial interest in the Trust, (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee, each in its individual capacity, or (iv) any holder of a
beneficial interest in the Trust or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee, each in its individual

<PAGE>

capacity, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity. Each Noteholder or Note Owner, by
its acceptance of a Note or, in the case of a Note Owner, a beneficial interest
in a Note, agrees that, except as expressly provided in the Basic Documents, in
the case of an Event of Default under the Indenture, the Noteholder shall have
no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Trust for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.

     In furtherance of and not in derogation of the foregoing paragraph, to the
extent Seller enters into other securitization transactions, each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, acknowledges and agrees that it shall have no
right, title or interest in or to any assets or interests therein of Seller
(other than the Owner Trust Estate, Pre-Funding Account and Reserve Account
relating to this transaction) conveyed or purported to be conveyed by Seller to
another securitization trust or other Person or Persons in connection therewith
(whether by way of a sale, capital contribution or by virtue of the granting of
a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentences of this paragraph, a Noteholder
or Note Owner either (i) asserts an interest or claim to, or benefit from, Other
Assets, whether asserted against or through Seller or any other Person owned by
Seller, or (ii) is deemed to have any such interest, claim or benefit in or from
Other Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Federal Bankruptcy Code or any successor provision having similar
effect under the Bankruptcy Code), and whether deemed asserted against or
through Seller or any other Person owned by Seller, then each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly subordinated
to the indefeasible payment in full of all obligations and liabilities of Seller
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to priority of
distribution or application under applicable law, including insolvency laws, and
whether asserted against Seller or any other Person owned by Seller), including
the payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that no adequate remedy at
law exists for a breach of this paragraph and the terms of this paragraph may be
enforced by an action for specific performance. The provisions of this paragraph
shall be for the third party benefit of those entitled to rely thereon and shall
survive the termination of this Agreement.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, covenants and agrees by accepting
the benefits of the Indenture that such Noteholder or Note Owner will not at any
time institute against the Seller or the Trust, or join in any institution
against the Seller or the Trust of, any bankruptcy,

<PAGE>

reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.

         The Trust has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, and franchise tax
purposes, the Notes will qualify as indebtedness secured by the Trust Estate.
Each Noteholder, by its acceptance of a Note (and each Note Owner by its
acceptance of a beneficial interest in a Note), will be deemed to agree to treat
the Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this Note,
the Trust, the Indenture Trustee and any agent of the Trust or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Trust, the Indenture Trustee or any such agent shall be
affected by notice to the contrary.

         The Indenture permits (with certain exceptions requiring the consent of
all Noteholders adversely affected) the Trust and the Indenture Trustee to enter
into one or more Supplemental indentures without the consent of the Noteholders
provided certain conditions are satisfied. The Indenture also contains
provisions permitting the Noteholders of Notes evidencing specified percentages
of the Outstanding Amount or of the Controlling Note Class, on behalf of all
Noteholders, to waive compliance by the Trust with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Noteholder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.

         The term "Trust", as used in this Note, includes any successor to the
Trust under the Indenture.

         The Trust is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS.

         No reference herein to the Indenture, and no provision of this Note or
of the Indenture, shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

<PAGE>

         Each Noteholder or Note Owner expressly understands and agrees (i) that
this Note is executed and delivered by Deutsche Bank Trust Company Delaware, not
in its individual capacity but solely as Owner Trustee under the Trust Agreement
dated as of November 13, 2003 with M&I Dealer Auto Securitization, LLC and M&I
Marshall & Ilsley Bank (the "Trust Agreement") in the exercise of the power and
authority conferred and vested in it as such Owner Trustee, (ii) each of the
representations, undertakings and agreements made herein by the Trust are not
personal representations, undertakings and agreements of Deutsche Bank Trust
Company Delaware, but are binding only on the Trust, (iii) nothing contained
herein shall be construed as creating any liability on Deutsche Bank Trust
Company Delaware, individually or personally, to perform any covenant of the
Trust either expressed or implied contained herein, all such liability, if any,
being expressly waived by the Noteholder or Note Owner and by any person
claiming by, through or under any such Noteholder or Note Owner, and (iv) under
no circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expense of the Trust or be liable for the
payment of any indebtedness or expense of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Note.

<PAGE>

                                   ASSIGNMENT

         Social Security or taxpayer I.D. or other identifying number of
assignee: ___________________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto: _________________________________________________________________________
                          (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________________, attorney, to transfer said Note on
the books kept for registration thereof, with full power of substitution in the
premises.

Dated: ___________________, 200_

                                              By: */____________________________

                                              Signature Guaranteed:

                                              */____________________________

*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.

<PAGE>

                                                                     EXHIBIT A-4
                            [Form of Class A-4 Note]
REGISTERED                                                          $145,500,000
No. R-1                                                   CUSIP NO.: 55255P AP 5
                                                          ISIN NO.: US55255PAP53

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                           M&I AUTO LOAN TRUST 2003-1

                       2.97% CLASS A-4 ASSET BACKED NOTES

M&I Auto Loan Trust 2003-1, a statutory trust existing under the laws of the
State of Delaware (herein referred to as the "Trust"), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of ONE HUNDRED FORTY-FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($145,500,000)
payable on each Payment Date in an amount equal to the aggregate amount, if any,
payable to Noteholders of Class A-4 Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-4 Notes
pursuant to Section 3.1 of the Indenture dated as of November 13, 2003 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), BNY Midwest Trust Co., as indenture trustee (in such capacity the
"Indenture Trustee") the Trust and M&I Marshall & Ilsley Bank ("M&I Bank"), as
servicer (the "Servicer"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the April 20, 2009, Payment Date
(the "Class A-4 Final Scheduled Payment Date"). Capitalized terms used but not
defined herein are defined in Appendix X to the Sale and Servicing Agreement,
dated as of November 13, 2003 (the "Sale and Servicing Agreement") among M&I
Dealer Auto Securitization, LLC, as the seller (the "Seller"), the Servicer, the
Trust and the Indenture Trustee, which also contains rules as to construction
that shall be applicable herein.

         The Trust shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid, or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.1 of the Indenture. Interest on this Note will accrue for each Payment

<PAGE>

Date from and including the twentieth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the twentieth day of the following calendar
month. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Trust
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed pursuant
to Section 2.13 of the Indenture by the Authenticating Agent whose name appears
below by manual signature, this Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or obligatory for
any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

     IN WITNESS WHEREOF, the Trust has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

Date: November 13, 2003

                                                DEUTSCHE BANK TRUST COMPANY
                                                DELAWARE, not in its individual
                                                capacity but solely as Owner
                                                Trustee of M&I Auto Loan Trust
                                                2003-1

                                                By: ___________________________
                                                    Authorized Officer

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-4 Notes designated above and referred to in the
within-mentioned Indenture.

Date: November ___, 2003            BNY MIDWEST TRUST CO., not in its individual
                                    capacity but solely as Authenticating Agent


                                    By:  _______________________________________
                                         Authorized Officer

<PAGE>

                                [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Trust,
designated as its 2.97% Class A-4 Asset Backed Notes (the "Class A-4 Notes")
which, together with the Trust's 1.1475% Class A-1 Asset Backed Notes (the
"Class A-1 Notes"), 1.60% Class A-2 Asset Backed Notes (the "Class A-2 Notes"),
2.31% Class A-3 Asset Backed Notes (the "Class A-3 Notes" and, together with the
Class A-1 Notes, the Class A-2 Notes and the Class A-4 Notes, the "Class A
Notes") and 3.45% Class B Asset Backed Notes (the "Class B Notes" and, together
with the Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Trust, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

     The Class A-4 Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
A-4 Notes are subordinated in right of payment to the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes and are senior in right of payment to the
Class B Notes, each as and to the extent provided in the Indenture.

     Principal of the Class A-4 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the twentieth day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing November 15, 2001. All principal payments on the Class
A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled thereto.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-4 Final Scheduled Payment Date.
Notwithstanding the foregoing, if an Event of Default should occur and be
continuing, then and in every such case the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Controlling Note Class may declare all the Notes to be immediately due and
payable, by a notice in writing to Trust (and to the Indenture Trustee if given
by Noteholders), and upon any such declaration the unpaid principal amount of
such Notes, together with accrued and unpaid interest thereon through the date
of acceleration, shall become immediately due and payable in the manner provided
in Section 5.2 of the Indenture. In such event, all payments on the Class A-4
Notes will be made in accordance with the provisions of the Indenture.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12 of the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Payment Date or on the Final Scheduled Payment Date for such
Class (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1 of the Indenture) which shall

<PAGE>

be payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if Indenture Trustee or the
Holders of the Notes representing not less than a majority of the Outstanding
Amount of the Controlling Note Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the Indenture and, in
such event, all principal payments on each class of Notes shall be made pro rata
to the Noteholders of such class entitled thereto. Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Payment Date on which Indenture Trustee expects
that the final installment of principal of and interest on such Note will be
paid. Such notice shall be mailed or transmitted by facsimile prior to such
final Payment Date and shall specify that such final installment will be payable
only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2 of the Indenture.

     The Trust shall pay interest on overdue installments of interest at the
Class A-4 Interest Rate to the extent lawful.

     As provided in the Indenture, the Class A Notes and the Class B Notes may
be redeemed, in whole but not in part, in the manner and to the extent described
in the Indenture and the Sale and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Trust pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Trust or the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii)
any owner of a beneficial interest in the Trust, (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee, each in its individual capacity, or (iv) any holder of a
beneficial interest in the Trust, or the Indenture Trustee or of any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual

<PAGE>

capacity, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity. Each Noteholder or Note Owner, by
its acceptance of a Note or, in the case of a Note Owner, a beneficial interest
in a Note, agrees that, except as expressly provided in the Basic Documents, in
the case of an Event of Default under the Indenture, the Noteholder shall have
no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken to
prevent recourse to, and enforcement against, the assets of the Trust for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.

     In furtherance of and not in derogation of the foregoing paragraph, to the
extent Seller enters into other securitization transactions, each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, acknowledges and agrees that it shall have no
right, title or interest in or to any assets or interests therein of Seller
(other than the Owner Trust Estate, Pre-Funding Account and Reserve Account
relating to this transaction) conveyed or purported to be conveyed by Seller to
another securitization trust or other Person or Persons in connection therewith
(whether by way of a sale, capital contribution or by virtue of the granting of
a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentences of this paragraph, a Noteholder
or Note Owner either (i) asserts an interest or claim to, or benefit from, Other
Assets, whether asserted against or through Seller or any other Person owned by
Seller, or (ii) is deemed to have any such interest, claim or benefit in or from
Other Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Federal Bankruptcy Code or any successor provision having similar
effect under the Bankruptcy Code), and whether deemed asserted against or
through Seller or any other Person owned by Seller, then each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly subordinated
to the indefeasible payment in full of all obligations and liabilities of Seller
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to priority of
distribution or application under applicable law, including insolvency laws, and
whether asserted against Seller or any other Person owned by Seller), including
the payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that no adequate remedy at
law exists for a breach of this paragraph and the terms of this paragraph may be
enforced by an action for specific performance. The provisions of this paragraph
shall be for the third party benefit of those entitled to rely thereon and shall
survive the termination of this Agreement.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, covenants and agrees by accepting
the benefits of the Indenture that such Noteholder or Note Owner will not at any
time institute against the Seller or the Trust, or join in any institution
against the Seller or the Trust of, any bankruptcy,

<PAGE>

reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.

     The Trust has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, and franchise tax purposes,
the Notes will qualify as indebtedness secured by the Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the Notes
for federal, state and local income, single business and franchise tax purposes
as indebtedness.

     Prior to the due presentment for registration of transfer of this Note, the
Trust, the Indenture Trustee and any agent of the Trust or the Indenture Trustee
may treat the Person in whose name this Note (as of the day of determination or
as of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Trust, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.

     The Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the Trust and the Indenture Trustee to enter
into one or more supplemental indentures without the consent of the Noteholders
provided certain conditions are satisfied. The Indenture also contains
provisions permitting the Noteholders of Notes evidencing specified percentages
of Outstanding Amount or of the Controlling Note Class, on behalf of all
Noteholders, to waive compliance by the Trust with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Noteholder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.

     The term "Trust", as used in this Note, includes any successor to the Trust
under the Indenture.

     The Trust is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

     THE NOTES ARE ISSUABLE ONLY IN REGISTERED FORM IN DENOMINATIONS AS PROVIDED
IN THE INDENTURE, SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH.

     THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the

<PAGE>

principal of and interest on this Note at the times, place and rate, and in the
coin or currency herein prescribed.

     Each Noteholder or Note Owner expressly understands and agrees (i) that
this Note is executed and delivered by Deutsche Bank Trust Company Delaware, not
in its individual capacity but solely as Owner Trustee under the Trust Agreement
dated as of November 13, 2003 with M&I Dealer Auto Securitization, LLC and M&I
Marshall & Ilsley Bank (the "Trust Agreement") in the exercise of the power and
authority conferred and vested in it as such Owner Trustee, (ii) each of the
representations, undertakings and agreements made herein by the Trust are not
personal representations, undertakings and agreements of Deutsche Bank Trust
Company Delaware, but are binding only on the Trust, (iii) nothing contained
herein shall be construed as creating any liability on Deutsche Bank Trust
Company Delaware, individually or personally, to perform any covenant of the
Trust either expressed or implied contained herein, all such liability, if any,
being expressly waived by the Noteholder or Note Owner and by any person
claiming by, through or under any such Noteholder or Note Owner, and (iv) under
no circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expense of the Trust or be liable for the
payment of any indebtedness or expense of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Note.

<PAGE>

                                   ASSIGNMENT

       Social Security or taxpayer I.D. or other identifying number of assignee:
       ___________________________


       FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

______________________________________________________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________________, attorney, to transfer said Note on
the books kept for registration thereof, with full power of substitution in the
premises.

Dated: ___________________, 200_

                                                     By:*/______________________

                                                     Signature Guaranteed:

                                                     */_________________________

*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.



<PAGE>

                                                                       EXHIBIT B

                             [Form of Class B Note]
REGISTERED                                                           $25,500,000
No. R-1                                                   CUSIP NO.: 55255P AQ 3
                                                          ISIN NO.: US55255PAQ37


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                           M&I AUTO LOAN TRUST 2003-1

                        3.45% CLASS B ASSET BACKED NOTES

M&I Auto Loan Trust 2003-1, a statutory trust existing under the laws of the
State of Delaware (herein referred to as the "Trust"), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of TWENTY-FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($25,500,000) payable on
each Payment Date in an amount equal to the aggregate amount, if any, payable to
Noteholders of Class B Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class B Notes pursuant to
Section 3.1 of the Indenture dated as of November 13, 2003 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
among BNY Midwest Trust Co., as Indenture Trustee (in such capacity the
"Indenture Trustee") the Trust and M&I Marshall Ilsley Bank ("M&I Bank"), as
servicer (the "Servicer"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the February 21,
2011, Payment Date (the "Class B Final Scheduled Payment Date") and the
Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Capitalized terms used but not defined herein are defined in Appendix X to the
Sale and Servicing Agreement, dated as of November 13, 2003 (the "Sale and
Servicing Agreement"), among M&I Dealer Auto Securitization, LLC, as the seller
(the "Seller"), the Servicer, the Trust and the Indenture Trustee which also
contains rules as to construction that shall be applicable herein.

         The Trust shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid, or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to

<PAGE>

all payments of principal made on the preceding Payment Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest on
this Note will accrue for each Payment Date from and including the twentieth day
of the calendar month immediately preceding such Payment Date (or, in the case
of the initial Payment Date, from the Closing Date) to but excluding the
twentieth day of the following calendar month. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Trust
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed
pursuant to Section 2.13 of the Indenture by the Authenticating Agent whose name
appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>

         IN WITNESS WHEREOF, the Trust has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

Date: November 13, 2003

                                                     DEUTSCHE BANK TRUST COMPANY
                                                     DELAWARE, not in its
                                                     individual capacity but
                                                     solely as Owner Trustee of
                                                     M&I Auto Loan Trust 2003-1

                                                     By:________________________
                                                        Authorized Officer



<PAGE>

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class B Notes designated above and referred to in the
within-mentioned Indenture.

Date: November ___, 2003            BNY MIDWEST TRUST CO., not in its individual
                                    capacity but solely as Authenticating Agent

                                    By: ________________________________________
                                        Authorized Officer

<PAGE>

                                [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Trust,
designated as its 3.45% Class B Asset Backed Notes (the "Class B Notes") which,
together with the Trust's 1.1475% Class A-1 Asset Backed Notes (the "Class A-1
Notes"), 1.60% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), 2.31% Class
A-3 Asset Backed Notes (the "Class A-3 Notes") and 2.97% Class A-4 Asset Backed
Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, the "Class A Notes", and, together with the
Class B Notes, the "Notes"), are issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Trust, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

     The Class B Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
B Notes are subordinated in right of payment to the Class A Notes, each as and
to the extent provided in the Indenture.

     Principal of the Class B Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the twentieth day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing December 22, 2003. All principal payments on the Class
B Notes shall be made pro rata to the Class B Noteholders entitled thereto.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class B Final Scheduled
Payment Date or the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture. Notwithstanding the foregoing, if an Event of Default should occur
and be continuing, then and in every such case the Indenture Trustee or the
Holders of Notes representing not less than a majority of the Outstanding Amount
of the Controlling Note Class may declare all the Notes to be immediately due
and payable, by a notice in writing to Trust (and to the Indenture Trustee if
given by Noteholders), and upon any such declaration the unpaid principal amount
of such Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable in the manner
provided in Section 5.2 of the Indenture. In such event, all payments on the
Class B Notes will be made in accordance with the provisions of the Indenture.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the Note
Register on such Record Date, except that, unless Definitive Notes have been
issued pursuant to Section 2.12 of the Indenture, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee and except for the final installment of principal payable with respect
to such Note on a Payment Date or on the Final Scheduled Payment Date for such
Class (and except for the Redemption Price for any Note called for redemption
pursuant to Section 10.1 of the Indenture) which shall be payable as provided
below. The funds represented by any such checks returned undelivered

<PAGE>

shall be held in accordance with Section 3.3 of the Indenture. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due and
payable, if not previously paid, on the date on which an Event of Default shall
have occurred and be continuing, if Indenture Trustee or the Holders of the
Notes representing not less than a majority of the Outstanding Amount of the
Controlling Note Class of Notes have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture and, in such
event, all principal payments on each class of Notes shall be made pro rata to
the Noteholders of such class entitled thereto. Indenture Trustee shall notify
the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Payment Date on which Indenture Trustee expects that
the final installment of principal of and interest on such Note will be paid.
Such notice shall be mailed or transmitted by facsimile prior to such final
Payment Date and shall specify that such final installment will be payable only
upon presentation and surrender of such Note and shall specify the place where
such Note may be presented and surrendered for payment of such installment.
Notices in connection with redemptions of Notes shall be mailed to Noteholders
as provided in Section 10.2 of the Indenture.

     The Trust shall pay interest on overdue installments of interest at the
Class B Interest Rate to the extent lawful.

     As provided in the Indenture, the Class A Notes and the Class B Notes may
be redeemed, in whole but not in part, in the manner and to the extent described
in the Indenture and the Sale and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Trust pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

     Each Noteholder or Note Owner, by its acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations,
the Trust or the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii)
any owner of a beneficial interest in the Trust, (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee, each in its individual capacity, or (iv) any holder of a
beneficial interest in the Trust or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, except as any such Person may have expressly agreed and except that
any such partner,

<PAGE>

owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution for
stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. Each Noteholder or Note Owner, by its acceptance of a Note
or, in the case of a Note Owner, a beneficial interest in a Note, agrees that,
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the Noteholder shall have no claim against any of
the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Trust for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.

     In furtherance of and not in derogation of the foregoing paragraph, to the
extent Seller enters into other securitization transactions, each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, acknowledges and agrees that it shall have no
right, title or interest in or to any assets or interests therein of Seller
(other than the Owner Trust Estate, Pre-Funding Account and Reserve Account
relating to this transaction) conveyed or purported to be conveyed by Seller to
another securitization trust or other Person or Persons in connection therewith
(whether by way of a sale, capital contribution or by virtue of the granting of
a lien) ("Other Assets"). To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentences of this paragraph, a Noteholder
or Note Owner either (i) asserts an interest or claim to, or benefit from, Other
Assets, whether asserted against or through Seller or any other Person owned by
Seller, or (ii) is deemed to have any such interest, claim or benefit in or from
Other Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Federal Bankruptcy Code or any successor provision having similar
effect under the Bankruptcy Code), and whether deemed asserted against or
through Seller or any other Person owned by Seller, then each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly subordinated
to the indefeasible payment in full of all obligations and liabilities of Seller
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to priority of
distribution or application under applicable law, including insolvency laws, and
whether asserted against Seller or any other Person owned by Seller), including
the payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. each Noteholder or Note
Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial
interest in a Note, further acknowledges and agrees that no adequate remedy at
law exists for a breach of this paragraph and the terms of this paragraph may be
enforced by an action for specific performance. The provisions of this paragraph
shall be for the third party benefit of those entitled to rely thereon and shall
survive the termination of this Agreement.

     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, covenants and agrees by accepting
the benefits of the Indenture that such Noteholder or Note Owner will not at any
time institute against the Seller or the Trust, or join in any institution
against the Seller or the Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under any United States

<PAGE>

federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

     The Trust has entered into the Indenture and this Note is issued with the
intention that, for federal, state and local income, and franchise tax purposes,
the Notes will qualify as indebtedness secured by the Trust Estate. Each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of a beneficial interest in a Note), will be deemed to agree to treat the Notes
for federal, state and local income, single business and franchise tax purposes
as indebtedness.

     Prior to the due presentment for registration of transfer of this Note, the
Trust, the Indenture Trustee and any agent of the Trust or the Indenture Trustee
may treat the Person in whose name this Note (as of the day of determination or
as of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and none of
the Trust, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.

     The Indenture permits (with certain exceptions requiring the consent of all
Noteholders adversely affected) the Trust and the Indenture Trustee to enter
into one or more supplemental indentures without the consent of the Noteholders
provided certain conditions are satisfied. The Indenture also contains
provisions permitting the Noteholders of Notes evidencing specified percentages
of the Outstanding Amount or of the Controlling Note Class, on behalf of all
Noteholders, to waive compliance by the Trust with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Noteholder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.

     The term "Trust", as used in this Note, includes any successor to the Trust
under the Indenture.

     The Trust is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

     The Notes are issuable only in registered form in denominations as provided
in the Indenture, subject to certain limitations therein set forth.

     THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

<PAGE>

     Each Noteholder or Note Owner expressly understands and agrees (i) that
this Note is executed and delivered by Deutsche Bank Trust Company Delaware, not
in its individual capacity but solely as Owner Trustee under the Trust Agreement
dated as of November 13, 2003 with M&I Dealer Auto Securitization, LLC and M&I
Marshall & Ilsley Bank (the "Trust Agreement") in the exercise of the power and
authority conferred and vested in it as such Owner Trustee, (ii) each of the
representations, undertakings and agreements made herein by the Trust are not
personal representations, undertakings and agreements of Deutsche Bank Trust
Company Delaware, but are binding only on the Trust, (iii) nothing contained
herein shall be construed as creating any liability on Deutsche Bank Trust
Company Delaware, individually or personally, to perform any covenant of the
Trust either expressed or implied contained herein, all such liability, if any,
being expressly waived by the Noteholder or Note Owner and by any person
claiming by, through or under any such Noteholder or Note Owner, and (iv) under
no circumstances shall Deutsche Bank Trust Company Delaware be personally liable
for the payment of any indebtedness or expense of the Trust or be liable for the
payment of any indebtedness or expense of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Note.

<PAGE>

                                   ASSIGNMENT

     Social Security or taxpayer I.D. or other identifying number of assignee:

     ___________________________

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:


______________________________________________________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________________, attorney, to transfer said Note on
the books kept for registration thereof, with full power of substitution in the
premises.

Dated: ___________________, 200_

                                          By:     */____________________________

                                          Signature Guaranteed:

                                          */____________________________

*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.

<PAGE>

                                                                       EXHIBIT C


                             NOTICE OF FUNDING DATE


     In accordance with the Indenture dated as of November 13, 2003 by and
between M&I Auto Loan Trust 2003-1, and BNY Midwest Trust Co., as indenture
trustee (the "Indenture"), the undersigned hereby gives notice of the Funding
Date to occur on or before [ ], 200[ ] for each of the Receivables listed on the
Schedule of Receivables attached hereto executed by the undersigned an
accompanying this Notice of Funding. Unless otherwise defined herein,
capitalized terms have the meanings set forth in the Indenture.

     Such Subsequent Receivables represent the following amounts:

Aggregate Principal Balance of Subsequent Receivables
     as of the Subsequent Cutoff Date:                  $__________________

Amount to be wired to M&I Bank in
     payment for such Subsequent Receivables:           $__________________

     The undersigned hereby certifies that, in connection with the Funding Date
specified above, the undersigned has complied with all terms and provisions
specified in Section 2.16 of the Indenture, including, but not limited to,
delivery of the Officer's Certificate, as specified therein.

                                        Date:  [ ], 200[ ]

                                        M&I AUTO LOAN TRUST 2003-1, as Trust


                                        By:  DEUTSCHE BANK TRUST COMPANY
                                             DELAWARE, not in its individual
                                             capacity but solely as Owner
                                             Trustee


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       C-1

<PAGE>

                                                                       EXHIBIT D

                              OFFICER'S CERTIFICATE

                                re: Funding Date

                           M&I MARSHALL & ILSLEY BANK
                       M&I DEALER AUTO SECURITIZATION, LLC
                           M&I AUTO LOAN TRUST 2003-1

                            To: BNY Midwest Trust Co.


     This Officer's Certificate is being issued in accordance with Section 2.16
of that certain Indenture dated as of November 13, 2003 (the "Indenture") by and
between M&I Auto Loan Trust 2003-1 (the "Trust"), and BNY Midwest Trust Co., as
indenture trustee. Terms not otherwise defined herein shall have the meanings
ascribed thereto in the Indenture.

     By his or her signature below, the undersigned officer[s] of M&I Bank and
the Seller, as the case may be, certif[ies][y] that:

(a)  The representations and warranties of the Seller contained in Section 6.1
of the Sale and Servicing Agreement are true and correct as of the date hereof
are true and correct;

(b)  the representations and warranties of M&I Bank set forth in Section 7.1 of
the Sale and Servicing Agreement are true and correct as of the date hereof;

(c)  the documents listed in Section 2.16(c)(ii) of the Indenture will be
delivered to the Custodian within two (2) Business Days preceding the Funding
Date specified herein; and

(d)  the requirements stated in Section 2.16 of the Indenture regarding the
Subsequent Receivables to be acquired on the Funding Date have been met.

     All conditions in the Purchase Agreement and the Sale and Servicing
Agreement have been met.


                                       D-1

<PAGE>

                                        Date:  [ ], 2003

                                        M&I DEALER AUTO SECURITIZATION, LLC


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        M&I MARSHALL & ILSLEY BANK


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       D-2

<PAGE>

                                                                       EXHIBIT E

                    FORM OF FINAL FUNDING DATE CERTIFICATE OF

                           M&I MARSHALL & ILSLEY BANK

                              OFFICER'S CERTIFICATE

     I, [ ], officer of M&I Marshall & Ilsley Bank, a banking corporation
organized under the laws of the State of Wisconsin ("M&I Bank"), hereby certify
that:

     Pursuant to Section 2.16 of the Indenture dated as of November 13, 2003
between M&I Auto Loan Trust 2003-1 (the "Trust") and BNY Midwest Trust Co., as
indenture trustee (the "Indenture"):

     1.   The originals of all documents required to be delivered to the
          Custodian pursuant to Section 2.16 of the Indenture have been or will
          be delivered pursuant to such Section.

     2.   All representations and warranties of M&I Bank contained in the
          Purchase Agreement are true and correct and no defaults exist under
          the Purchase Agreement.

     3.   M&I Bank is not in default under the Purchase Agreement and the sale
          of the Receivables to the Seller will not result in any material
          breach of any of the terms, conditions or provisions of, or constitute
          a material default under, the organizational documents or any other
          constituting documents of M&I Bank or any indenture, mortgage, deed of
          trust or other agreement or instrument to which M&I Bank is a party or
          by which it is bound, or any order of any court or administrative
          agency entered in any proceeding to which M&I Bank is a party or by
          which it may be bound or to which it may be subject.

     Unless otherwise indicated, all capitalized terms used herein have the
meanings assigned to them in the Indenture.

                                       E-1

<PAGE>

     IN WITNESS WHEREOF, I have executed this Certificate as of this [ ]/th/ day
of [ ], 200[ ] on behalf of M&I Marshall & IIsley Bank.

                                        M&I MARSHALL & ILSLEY BANK


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                       E-2

<PAGE>

                 FORM OF FINAL FUNDING DATE CERTIFICATE OF MIDAS

                       M&I DEALER AUTO SECURITIZATION, LLC

                              OFFICER'S CERTIFICATE


     I, [ ], President of M&I Dealer Auto Securitization, LLC, a limited
liability company organized under the laws of the State of Delaware (the
"Seller"), hereby certify that:

     Pursuant to Section 2.16 of the Indenture dated as of November 13, 2003
between M&I Auto Loan Trust 2003-1 (the "Trust") and BNY Midwest Trust Co. (the
"Indenture"):

     1.   The Seller is not in default under the Purchase Agreement or the Sale
          and Servicing Agreement, the transfer of the Subsequent Receivables to
          the Trust will not result in any breach of any of the terms,
          conditions or provisions of, or constitute a material default under,
          the organizational documents or any other constituent documents of the
          Seller or any indenture, mortgage, deed of trust or other agreement or
          instrument to which the Seller is a party or by which it is bound, or
          any order of any court or administrative agency entered in any
          proceeding to which the Seller is a party or by which it may be bound
          or to which it may be subject.

     2.   All representations and warranties of the Seller contained in the Sale
          and Servicing Agreement are true and correct.

     3.   The Seller has transferred to the Trust, without recourse except as
          provided in the Sale and Servicing Agreement, all of its right, title
          and interest in the Subsequent Receivables free and clear of any lien,
          security interest or charge.

     4.   The Seller has not assigned any interest or participation in any of
          the Subsequent Receivables transferred to the Trust pursuant to the
          Sale and Servicing Agreement and has the right to contribute all such
          Subsequent Receivables to the Trust.

     Unless otherwise indicated, all capitalized terms used herein have the
meanings assigned to them in the Indenture.

                                       E-3

<PAGE>

     IN WITNESS WHEREOF, I have executed this Certificate as of this [ ]/th/ day
of [ ], 2003 on behalf of M&I Dealer Auto Securitization, LLC.

                                        M&I DEALER AUTO SECURITIZATION LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                       E-4

<PAGE>

                    FORM OF FINAL FUNDING DATE CERTIFICATE OF
                           M&I AUTO LOAN TRUST 2003-1

     M&I Auto Loan Trust 2003-1 a statutory trust organized under the laws of
the State of Delaware (the "Trust"), hereby certifies that:

     Pursuant to Section 2.16 of the Indenture dated as of November 13, 2003
between the Trust, M&I Marshall & Ilsley Bank, as servicer, and BNY Midwest
Trust Co., as indenture trustee (the "Indenture"):

     (a)  The Trust is not in default under the Sale and Servicing Agreement or
     the Indenture, the Grant of the Subsequent Receivables to the Indenture
     Trustee will not result in any breach of any of the terms, conditions or
     provisions of, or constitute a material default under, the organizational
     documents or any other constituent documents of the Trust or any indenture,
     mortgage, deed of trust or other agreement or instrument to which the Trust
     is a party or by which it is bound, or any order of any court or
     administrative agency entered in any proceeding to which the Trust is a
     party or by which it may be bound or to which it may be subject.

     (b)  All representations and warranties of the Trust contained in the Sale
     and Servicing Agreement and in the Indenture are true and correct.

     (c)  The Trust has Granted to the Indenture Trustee, without recourse
     except as provided in the Indenture, all of its right, title and interest
     in the Subsequent Receivables free and clear of any lien, security interest
     or charge.

     (d)  The Trust has not assigned any interest or participation in any of the
     Subsequent Receivables Granted to the Indenture Trustee pursuant to the
     Indenture and has the right to contribute all such Receivables to the
     Indenture Trustee.

     Unless otherwise indicated, all capitalized terms used herein have the
meanings assigned to them in the Indenture.

                                       E-5

<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this Certificate as of this
[ ]/th/ day of [ ], 2003.

                                        M&I AUTO LOAN TRUST 2003-1

                                        By:  Deutsche Bank Trust Company
                                        Delaware, not in its individual capacity
                                        but solely as Owner Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                       E-6