<PAGE>
                                                                  EXECUTION COPY
                                                                     Exhibit 4.1

                           M&I AUTO LOAN TRUST 2003-1

                      AMENDED AND RESTATED TRUST AGREEMENT

                                     between

                       M&I DEALER AUTO SECURITIZATION, LLC
                                as the Depositor

                      DEUTSCHE BANK TRUST COMPANY DELAWARE
                              as the Owner Trustee

                                       and

                           M&I MARSHALL & ILSLEY BANK
                              as the Administrator

                          Dated as of November 13, 2003

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                               TABLE OF CONTENTS

                                                                            Page

ARTICLE I     DEFINITIONS......................................................1

     Section 1.1   Capitalized Terms...........................................1

     Section 1.2   Other Interpretive Provisions...............................1

ARTICLE II    ORGANIZATION.....................................................2

     Section 2.1   Name........................................................2

     Section 2.2   Office......................................................2

     Section 2.3   Purposes and Powers.........................................2

     Section 2.4   Appointment of the Owner Trustee............................3

     Section 2.5   Initial Capital Contribution of Owner Trust Estate..........3

     Section 2.6   Declaration of Trust........................................3

     Section 2.7   Organizational Expenses; Liabilities of the Holders.........3

     Section 2.8   Title to the Trust Property.................................3

     Section 2.9   Situs of the Trust..........................................3

     Section 2.10  Representations and Warranties of the Depositor.............4

     Section 2.11  Federal Income Tax Allocations..............................5

     Section 2.12  Representations and Warranties of the Administrator.........5

ARTICLE III   CERTIFICATES AND TRANSFER OF INTERESTS...........................6

     Section 3.1   Initial Ownership...........................................6

     Section 3.2   The Certificates............................................6

     Section 3.3   Authentication of Certificates..............................6

     Section 3.4   Registration of Transfer and Exchange of Certificates.......7

     Section 3.5   Mutilated, Destroyed, Lost or Stolen Certificates...........8

     Section 3.6   Persons Deemed Certificateholders...........................8

     Section 3.7   Access to List of Certificateholders' Names and Addresses...8

     Section 3.8   Maintenance of Office or Agency.............................9

     Section 3.9   Appointment of Certificate Paying Agent.....................9

     Section 3.10  Form of the Certificates....................................9

     Section 3.11  Transfer Restrictions......................................10

     Section 3.12  Legending of Certificates..................................12

ARTICLE IV    ACTIONS BY OWNER TRUSTEE........................................13

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

     Section 4.1   Prior Notice to Owners with Respect to Certain Matters.....13

     Section 4.2   Action by Certificateholders with Respect to Certain
                   Matters....................................................13

     Section 4.3   Action by Certificateholders with Respect to Bankruptcy....14

     Section 4.4   Restrictions on Certificateholders' Power..................14

     Section 4.5   Certificateholder Control..................................14

ARTICLE V     APPLICATION OF TRUST FUNDS; CERTAIN DUTIES......................14

     Section 5.1   Establishment of Certificate Distribution Account..........14

     Section 5.2   Application of Funds in Certificate Distribution Account...14

     Section 5.3   Method of Payment..........................................15

     Section 5.4   No Segregation of Monies; No Interest......................15

     Section 5.5   Accounting and Reports to the Noteholders, Certificate
                   holders, the Internal Revenue Service and Others...........15

     Section 5.6   Signature on Returns; Tax Matters Partner..................16

ARTICLE VI    AUTHORITY AND DUTIES OF OWNER TRUSTEE...........................16

     Section 6.1   General Authority..........................................16

     Section 6.2   General Duties.............................................16

     Section 6.3   Action upon Instruction....................................17

     Section 6.4   No Duties Except as Specified in this Agreement or in
                   Instructions...............................................17

     Section 6.5   No Action Except under Specified Documents or
                   Instructions...............................................18

     Section 6.6   Restrictions...............................................18

ARTICLE VII   CONCERNING OWNER TRUSTEE........................................18

     Section 7.1   Acceptance of Trusts and Duties............................18

     Section 7.2   Furnishing of Documents....................................20

     Section 7.3   Representations and Warranties.............................20

     Section 7.4   Reliance; Advice of Counsel................................20

     Section 7.5   Not Acting in Individual Capacity..........................21

     Section 7.6   The Owner Trustee Not Liable for Certificates or
                   Receivables................................................21

     Section 7.7   The Owner Trustee May Own Certificates and Notes...........22

ARTICLE VIII  COMPENSATION OF OWNER TRUSTEE...................................22

     Section 8.1   The Owner Trustee's Fees and Expenses......................22

                                      -ii-

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                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

     Section 8.2   Indemnification............................................22

     Section 8.3   Payments to the Owner Trustee..............................22

ARTICLE IX    TERMINATION OF TRUST AGREEMENT..................................23

     Section 9.1   Termination of Trust Agreement.............................23

     Section 9.2   Dissolution of the Trust...................................23

ARTICLE X     SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES..........24

     Section 10.1  Eligibility Requirements for the Owner Trustee.............24

     Section 10.2  Resignation or Removal of the Owner Trustee................24

     Section 10.3  Successor Owner Trustee....................................25

     Section 10.4  Merger or Consolidation of the Owner Trustee...............25

     Section 10.5  Appointment of Co-Trustee or Separate Trustee..............25

ARTICLE XI    MISCELLANEOUS...................................................26

     Section 11.1  Supplements and Amendments.................................26

     Section 11.2  No Legal Title to Owner Trust Estate in
                   Certificateholders.........................................28

     Section 11.3  Limitations on Rights of Others............................28

     Section 11.4  Notices....................................................28

     Section 11.5  Severability...............................................29

     Section 11.6  Separate Counterparts......................................29

     Section 11.7  Successors and Assigns.....................................29

     Section 11.8  No Petition................................................29

     Section 11.9  No Recourse................................................29

     Section 11.10 Headings...................................................30

     Section 11.11 GOVERNING LAW..............................................30

     Section 11.11 GOVERNING LAW..............................................30

EXHIBITS

     Exhibit A   Form of Certificate
     Exhibit B   Form of Transferor Certificate
     Exhibit C   Form of Transferee Certificate

                                     -iii-

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

     This AMENDED AND RESTATED TRUST AGREEMENT is made as of November 13, 2003
(as from time to amended, supplemented or otherwise modified and in effect, this
"Agreement") between M&I DEALER AUTO SECURITIZATION, LLC, a Delaware limited
liability company, as the depositor (the "Depositor"), DEUTSCHE BANK TRUST
COMPANY DELAWARE, a Delaware banking corporation, as the owner trustee (the
"Owner Trustee") and M&I Marshall & Ilsley Bank, a Wisconsin banking corporation
as the administrator ("M&I Bank" or the "Administrator").

                             PRELIMINARY STATEMENTS

     WHEREAS, the Depositor, the Owner Trustee and M&I Bank are parties to that
certain Trust Agreement dated as of October 31, 2003 (the "Original Trust
Agreement"); and

     WHEREAS, the Depositor, the Owner Trustee and M&I Bank desire to amend and
restate the Original Trust Agreement in its entirety on the terms and conditions
provided for in this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the Original Trust Agreement is amended and restated
to read in its entirety, and the parties hereto agree, as follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1  Capitalized Terms. Unless otherwise indicated, capitalized
terms used in this Agreement are defined in Appendix X to the Sale and Servicing
Agreement between the M&I Auto Loan Trust 2003-1, the Depositor, M&I Bank and
BNY Midwest Trust Co. (the "Indenture Trustee"), dated as of November 13, 2003,
as the same may be amended and supplemented from time to time.

     Section 1.2  Other Interpretive Provisions. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Agreement and all such certificates and other documents, unless
the context otherwise requires: (a) accounting terms not otherwise defined in
this Agreement, and accounting terms partly defined in this Agreement to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; (b) terms defined in Article 9 of the
UCC as in effect in the State of Delaware and not otherwise defined in this
Agreement are used as defined in that Article; (c) the words "hereof," "herein"
and "hereunder" and words of similar import refer to this Agreement as a whole
and not to any particular provision of this Agreement; (d) references to any
Article, Section, Schedule or Exhibit are references to Articles, Sections,
Schedules and Exhibits in or to this Agreement, and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (e) the term "including" means "including without limitation"; (f)

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references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (g) references to
any Person include that Person's successors and assigns; and (h) headings are
for purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.

                                   ARTICLE II

                                  ORGANIZATION

     Section 2.1  Name. The trust created under the Original Trust Agreement and
continued hereunder shall be known as "M&I AUTO LOAN TRUST 2003-1" (the
"Trust"), in which name the Owner Trustee may conduct the business of such
trust, make and execute contracts and other instruments on behalf of such trust
and sue and be sued.

     Section 2.2  Office. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address as the Owner
Trustee may designate by written notice to the Certificateholders and the
Administrator.

     Section 2.3  Purposes and Powers. The purpose of the Trust is, and the
Trust shall have the power and authority, to engage in the following activities:

          (a)  to issue the Notes pursuant to the Indenture and the Certificates
     pursuant to this Agreement, and to sell, transfer and exchange the Notes
     and the Certificates and to pay interest on and principal of the Notes and
     distributions on the Certificates;

          (b)  to acquire the property and assets set forth in the Sale and
     Servicing Agreement from the Depositor pursuant to the terms thereof, to
     make deposits to and withdrawals from the Trust Accounts, the Pre-Funding
     Account and the Reserve Account and to pay the organizational, start-up and
     transactional expenses of the Trust;

          (c)  to establish and maintain the Certificate Distribution Account;

          (d)  to assign, grant, transfer, pledge, mortgage and convey the Trust
     Estate pursuant to the Indenture and to hold, manage and distribute to the
     Certificateholders pursuant to the terms of the Sale and Servicing
     Agreement any portion of the Trust Estate released from the Lien of, and
     remitted to the Trust pursuant to, the Indenture;

          (e)  to enter into and perform its obligations under the Basic
     Documents to which it is a party;

          (f)  to engage in those activities, including entering into
     agreements, that are necessary, suitable or convenient to accomplish the
     foregoing or are incidental thereto or connected therewith; and

          (g)  subject to compliance with the Basic Documents, to engage in such
     other activities as may be required in connection with conservation of the
     Owner Trust Estate and the making of distributions to the
     Certificateholders and the Noteholders.

                                        2

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The Trust is hereby authorized to engage in the foregoing activities; provided,
however, that neither the Trust nor the Owner Trustee on behalf of the Trust
shall have or exercise any powers not permitted of "Qualifying SPEs" (within the
meaning of the Statement of Financial Accounting Standard No. 140 ("FAS 140"))
under FAS 140 or any successor accounting standard thereto. Neither the Trust
nor the Owner Trustee shall engage in any activity other than in connection with
the foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents.

     Section 2.4  Appointment of the Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein and in the
Statutory Trust Act.

     Section 2.5  Initial Capital Contribution of Owner Trust Estate. As of the
date of the Original Trust Agreement, the Seller sold, assigned, transferred,
conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee
hereby acknowledges receipt in trust from the Depositor, as of the date of the
Original Trust Agreement, of the sum of $1, which constitutes part of the Owner
Trust Estate.

     Section 2.6  Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a statutory trust under the
Statutory Trust Act and that this Agreement constitute the governing instrument
of such statutory trust. It is the intention of the parties hereto that, solely
for income and franchise tax purposes, until the Certificates are held by other
than the Depositor, the Trust will be disregarded as an entity separate from the
Depositor and the Notes will be characterized as debt. At such time that the
Certificates are held by more than one Person, it is the intention of the
parties hereto that, solely for income and franchise tax purposes, the Trust
shall be treated as a partnership, with the assets of the partnership being the
Receivables and other assets held by the Trust, the partners of the partnership
being the Certificateholders, and the Notes being debt of the partnership. The
Depositor and the Certificateholders by acceptance of a Certificate agree to
such treatment and agree to take no action inconsistent with such treatment. The
parties agree that, unless otherwise required by appropriate tax authorities,
the Trust will not file or cause to be filed annual or other necessary returns,
reports and other forms consistent with the characterization of the Trust as an
entity separate from its owner. In the event that the Trust is deemed to have
more than one beneficial owner for federal income tax purposes, the Trust will
file returns, reports and other forms consistent with the characterization of
the Trust as a partnership, and this Agreement shall be amended to include such
provisions as may be required under Subchapter K of the Internal Revenue Code of
1986, as amended. Effective as of the date hereof, the Owner Trustee shall have
all rights, powers and duties set forth herein and in the Statutory Trust Act
with respect to accomplishing the purposes of the Trust. The Owner Trustee filed
the Certificate of Trust with the Secretary of State of Delaware as required by
Section 3810(a) of the Statutory Trust Act. Notwithstanding anything herein or
in the Statutory Trust Act to the contrary, it is the intention of the parties
hereto that the Trust constitute a "business trust" within the meaning of
Section 101(9)(A)(v) of the Bankruptcy Code.

     Section 2.7  Organizational Expenses; Liabilities of the Holders.

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          (a)  The Administrator shall pay organizational expenses of the Trust
     as they may arise or shall, upon the request of the Owner Trustee, promptly
     reimburse the Owner Trustee for any such expenses paid by the Owner
     Trustee.

          (b)  No Certificateholder shall have any personal liability for any
     liability or obligation of the Trust.

     Section 2.8  Title to the Trust Property. Legal title to all the Owner
Trust Estate shall be vested at all times in the Trust as a separate legal
entity.

     Section 2.9  Situs of the Trust. The Trust will be located in the State of
Delaware and administered in the State of Delaware or New York or Wisconsin. All
bank accounts maintained by the Owner Trustee on behalf of the Trust shall be
located in the State of Delaware or the State of New York. The Trust shall not
have any employees in any state; provided, however, that nothing herein shall
restrict or prohibit the Owner Trustee from having employees within or without
the State of Delaware. Payments will be received by the Owner Trustee only in
Delaware or New York, and payments will be made by the Owner Trustee only from
Delaware or New York.

     Section 2.10 Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee and the Administrator that:

          (a)  The Depositor is duly organized and validly existing as a
     Delaware limited liability company with power and authority to own its
     properties and to conduct its business as such properties are currently
     owned and such business is presently conducted.

          (b)  The Depositor is duly qualified to do business as a foreign
     limited liability company in good standing, and has obtained all necessary
     licenses and approvals in all jurisdictions in which the ownership or lease
     of property or the conduct of its business shall require such
     qualifications, licenses and approvals, except where the failure to have
     such qualifications, licenses and approvals would not have a material
     adverse effect on the Depositor.

          (c)  The Depositor has the power and authority to execute and deliver
     this Agreement and to carry out its terms and the Depositor has full power
     and authority to sell and assign the property to be sold and assigned to
     and deposited with the Trust, and the Depositor has duly authorized such
     sale and assignment and deposit to the Trust by all necessary action; and
     the execution, delivery and performance of this Agreement have been duly
     authorized by the Depositor and is enforceable against the Depositor in
     accordance with its terms.

          (d)  The consummation of the transactions contemplated by this
     Agreement and the fulfillment of the terms hereof do not conflict with,
     result in any breach of any of the terms and provisions of, or constitute
     (with or without notice or lapse of time) a default under, the limited
     liability company agreement, of the Depositor, or any material indenture,
     agreement or other instrument to which the Depositor is a party or by which
     it is bound; nor result in the creation or imposition of any Lien upon any
     of its properties pursuant to the terms of any such indenture, agreement or
     other instrument (other than

                                        4

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     pursuant to the Basic Documents); nor violate any law or, to the best of
     the Depositor's knowledge, any order, rule or regulation applicable to the
     Depositor of any court or of any federal or state regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or its properties.

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

     Section 2.11 Federal Income Tax Allocations. If Certificates are held by
more than one Person,

          (a)  amounts paid to Certificateholders pursuant to Section 5.2(a)
     shall be treated as "guaranteed payments" within the meaning of Section
     707(c) of the Code; and

          (b)  to the extent that the characterization provided for in paragraph
     (a) of this Section 2.11 is not respected, gross ordinary income of the
     Trust for such month as determined for federal income tax purposes (and
     each item of income, gain, credit, loss or deduction entering into the
     computation thereof), to the extent thereof, shall be allocated among the
     Certificateholders as of the first Record Date following the end of such
     month, in proportion to their Certificate Percentage Interests in the Trust
     on such date.

Net losses of the Trust, if any, for any month as determined for federal income
tax purposes (and each item of income, gain, loss, credit and deduction entering
into the computation thereof) shall be allocated to the Depositor to the extent
the Depositor is reasonably expected as determined by the Servicer to bear the
economic burden of such net losses, then net losses shall be allocated among the
Certificateholders as of the first Record Date following the end of such month
in proportion to their Certificate Percentage Interests on such Record Date. The
Depositor is authorized to modify the allocations in this paragraph if necessary
or appropriate, in its sole discretion, for the allocations to fairly reflect
the economic income, gain or loss to the Depositor, the Certificateholders, or
as otherwise required by the Code. Notwithstanding anything provided in this
Section 2.11, if the Certificates are held solely by the Depositor, the
application of this Section 2.11 shall be disregarded.

     Section 2.12 Representations and Warranties of the Administrator. The
Administrator hereby represents and warrants to the Owner Trustee and the
Depositor that:

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          (a)  The Administrator is duly organized and validly existing as a
     Wisconsin banking corporation with power and authority to own its
     properties and to conduct its business as such properties are currently
     owned and such business is presently conducted.

          (b)  The Administrator is duly qualified to do business and in good
     standing, and has obtained all necessary licenses and approvals in all
     jurisdictions in which the ownership or lease of property or the conduct of
     its business shall require such qualifications, licenses and approvals,
     except where the failure to have such qualifications, licenses and
     approvals would not have a material adverse effect on the Administrator.

          (c)  The Administrator has the power and authority to execute and
     deliver this Agreement and to carry out its terms and the Administrator has
     duly authorized the execution, delivery and performance of this Agreement
     and this Agreement is enforceable against the Administrator in accordance
     with its terms.

          (d)  The consummation of the transactions contemplated by this
     Agreement and the fulfillment of the terms hereof do not conflict with,
     result in any breach of any of the terms and provisions of, or constitute
     (with or without notice or lapse of time) a default under, the
     organizational documents, of the Administrator, or any material indenture,
     agreement or other instrument to which the Administrator is a party or by
     which it is bound; nor result in the creation or imposition of any Lien
     upon any of its properties pursuant to the terms of any such indenture,
     agreement or other instrument (other than pursuant to the Basic Documents);
     nor violate any law or, to the best of the Administrator's knowledge, any
     order, rule or regulation applicable to the Administrator of any court or
     of any federal or state regulatory body, administrative agency or other
     governmental instrumentality having jurisdiction over the Administrator or
     its properties.

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

                                  ARTICLE III

                     CERTIFICATES AND TRANSFER OF INTERESTS

     Section 3.1  Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.5 and until the issuance of
the Certificates, the Depositor shall be the sole beneficiary of the Trust.

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     Section 3.2  The Certificates. The Certificates shall be executed by manual
or facsimile signature of an authorized officer of the Owner Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Owner Trustee, shall be validly issued and entitled to the benefit
of this Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates. If a transfer of the Certificates is permitted
pursuant to Section 3.11, a transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such transferee's acceptance
of a Certificate duly registered in such transferee's name pursuant to Section
3.4.

     Section 3.3  Authentication of Certificates. Concurrently with the initial
sale of the Trust Property to the Trust pursuant to the Sale and Servicing
Agreement, the Owner Trustee shall cause the Certificates in an aggregate
Certificate Percentage Interest equal to 100% to be executed on behalf of the
Trust, authenticated and delivered to or upon the written order of the
Depositor, signed by its chairman of the board, its president, its chief
financial officer, its chief accounting officer, any vice president, its
secretary, any assistant secretary, its treasurer or any assistant treasurer,
without further corporate action by the Depositor. No Certificate shall entitle
its Holder to any benefit under this Agreement, or be valid for any purpose,
unless there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
by manual signature; such authentication shall constitute conclusive evidence
that such Certificate shall have been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Upon their issuance, the Certificates shall represent fully-paid and, except as
otherwise expressly provided in this Agreement, non-assessable beneficial
interests in the assets of the Trust.

     Section 3.4  Registration of Transfer and Exchange of Certificates.

          (a)  The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.8, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Owner
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Deutsche Bank Trust Company
Delaware shall be the initial Certificate Registrar (the "Certificate
Registrar"). No certificate may be sold, transferred, assigned, participated,
pledged, or otherwise disposed of to any Person except in accordance with the
provisions of Section 3.11 and any attempted transfer in violation of Section
3.11 shall be null and void.

          (b)  Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.8, and upon compliance
with the provisions of this Agreement relating to such transfer, the Owner
Trustee shall execute, authenticate and deliver in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like class and Certificate Percentage Interest dated the date
of authentication by the Owner Trustee or any authenticating agent. At the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same class in authorized denominations of a like aggregate
amount upon surrender of the Certificates to be exchanged at the office or
agency maintained pursuant to Section 3.8.

                                        7

<PAGE>

          (c)  Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Certificateholder or his attorney duly authorized in writing,
with such signature guaranteed by a member firm of the New York Stock Exchange,
a commercial bank or trust company or an "eligible guarantor institution" with
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Certificate Registrar in addition to, or
substitution for, STAMP, all in accordance with the Exchange Act. Each
Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Owner Trustee or the Certificate
Registrar in accordance with its customary practice.

          (d)  No service charge shall be made for any registration of transfer
or exchange of Certificates, but the Owner Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.

          (e)  The preceding provisions of this Section 3.4 notwithstanding, the
Owner Trustee shall not make and the Certificate Registrar need not register any
transfer or exchange of Certificates for a period of fifteen (15) days preceding
any Payment Date for any payment with respect to the Certificates.

          (f)  Notwithstanding anything to the contrary in this Agreement, no
transfer (or purported transfer) of any Certificate (or any economic interest
therein, including any contract described in Treasury Regulation section
1.7704-1(a)(2)(i)(B)) shall be effective, and any such transfer (or purported
transfer) shall be void ab initio, if after such transfer (or purported
transfer) there would be more than 50 Certificateholders (where, for purposes of
determining the number of Certificateholders, a person (beneficial owner) owning
an interest in a partnership, grantor trust, or S corporation ("flow-through
entity"), that owns, directly or through other flow-through entities, an
interest in the Trust, is treated as a Certificateholder if more than 50 percent
of the value of such beneficial owner's interest in the flow-through entity is
attributable to the flow-through entity's interest (direct or indirect) in the
Trust) or such transfer would otherwise cause the Trust to become a publicly
traded partnership for U.S. federal income tax purposes;

          (g)  No transfer (or purported transfer) of a Certificate (or economic
interest therein), whether to another Certificateholder or to a person who is
not a Certificateholder, shall be effective, and any such transfer (or purported
transfer) shall be void ab initio, and no person shall otherwise become a
Certificateholder, and none of the Trust, the Administrator or any of the
Certificateholders will recognize such transfer (or purported transfer), unless
the transferee has first represented and warranted in writing to the Trust and
the Certificateholders that:

          (1)  it is acquiring the Certificates for its own account and is the
     sole beneficial owner of such Certificates;

          (2)  the transfer is not being effected on or through (x) an
     "established securities market" within the meaning of Section 7704(a)(1) of
     the Code, including without limitation, an over-the-counter market or an
     interdealer quotation system that

                                        8

<PAGE>

     regularly disseminates firm buy or sell quotations or (y) a "secondary
     market" or "substantial equivalent thereof" within the meaning of Section
     7704(a)(2) of the Code and any proposed, temporary or final Treasury
     regulations thereunder; and

          (3)  such transfer will not cause the Trust to be classified as a
     publicly traded partnership for U.S. federal income tax purposes, and such
     purchaser or transferee will not take any action, including any subsequent
     disposition of such Certificates or economic interest therein, that would
     cause the Trust to be treated as a publicly traded partnership for U.S.
     federal income tax purposes.

     Section 3.5  Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice that such Certificate shall have been acquired by a protected purchaser,
the Owner Trustee shall execute and shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like class, tenor and Certificate Percentage Interest. In
connection with the issuance of any new Certificate under this Section 3.5, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
3.5 shall constitute conclusive evidence of a beneficial interest in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

     Section 3.6  Persons Deemed Certificateholders. Every Person by virtue of
becoming a Certificateholder in accordance with this Agreement shall be deemed
to be bound by the terms of this Agreement. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar or any agent of the Owner Trustee or the Certificate Registrar may
treat the Person in whose name any Certificate shall be registered in the
Certificate Register as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.2 and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar or any
agent of the Owner Trustee or the Certificate Registrar shall be bound by any
notice to the contrary.

     Section 3.7  Access to List of Certificateholders' Names and Addresses. The
Owner Trustee shall furnish or cause to be furnished to the Servicer, the
Depositor, the Administrator or the Indenture Trustee, within 15 days after
receipt by the Owner Trustee of a request therefor from the Servicer, the
Depositor, the Administrator or the Indenture Trustee in writing, a list, in
such form as the Servicer, the Depositor, the Administrator or the Indenture
Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. If Holders of Certificates
evidencing not less than 25% of the Certificate Percentage Interests, apply in
writing to the Owner Trustee, and such application states that the applicants
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during

                                        9

<PAGE>

normal business hours to the current list of Certificateholders. Each
Certificateholder, by receiving and holding a Certificate, shall be deemed to
have agreed not to hold the Depositor, the Administrator, the Certificate
Registrar or the Owner Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

     Section 3.8  Maintenance of Office or Agency. The Owner Trustee shall
maintain in the City of Wilmington, Delaware or New York, New York, an office or
offices or agency or agencies where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Certificates and the Basic Documents may be
served (the "Certificate Register"). The Owner Trustee initially designates the
office of Deutsche Bank Trust Company Americas, 60 Wall Street, 26/th/ Floor,
MSNYC-60-2606, New York, New York 10005, as its office for such purposes. The
Owner Trustee shall give prompt written notice to the Administrator and to the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

     Section 3.9  Appointment of Certificate Paying Agent. Certificate Paying
Agent shall make distributions to Certificateholders from the Certificate
Distribution Account pursuant to Section 5.2 and shall report the amounts of
such distributions to the Owner Trustee; provided that this reporting shall not
be required where the Owner Trustee is serving as Certificate Paying Agent. Any
Certificate Paying Agent shall have the revocable power, upon direction from the
Administrator, with written copy provided to the Owner Trustee, to withdraw
funds from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove Certificate Paying Agent if the Owner Trustee determines in its sole
discretion that Certificate Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. Certificate Paying
Agent shall initially be the Owner Trustee. Certificate Paying Agent shall be
permitted to resign upon 30 days' written notice to the Owner Trustee and the
Servicer. In the event that the Owner Trustee shall no longer be Certificate
Paying Agent, the Owner Trustee shall appoint a successor to act as Certificate
Paying Agent (which shall be a bank or trust company). The Owner Trustee shall
cause such successor Certificate Paying Agent or any additional Certificate
Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner
Trustee an instrument in which such successor Certificate Paying Agent or
additional Certificate Paying Agent shall agree with the Owner Trustee that as
Certificate Paying Agent, such successor Certificate Paying Agent or additional
Certificate Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders.
Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee
and upon removal of a Certificate Paying Agent such Certificate Paying Agent
shall also return all funds in its possession to the Owner Trustee. The
provisions of Sections 7.1, 7.3, 7.4, 8.1 and 8.2 shall apply to the Owner
Trustee also in its role as Certificate Paying Agent, for so long as the Owner
Trustee shall act as Certificate Paying Agent and, to the extent applicable, to
any other Certificate Paying Agent appointed hereunder. Any reference in this
Agreement to Certificate Paying Agent shall include any co-Certificate Paying
Agent unless the context requires otherwise.

     Section 3.10 Form of the Certificates. The Certificates, upon original
issuance, will be issued in the form of a typewritten Certificate or
Certificates representing definitive Certificates

                                       10

<PAGE>

(the "Definitive Certificates") and shall be registered in the name of M&I
Dealer Auto Securitization, LLC as the initial registered owner thereof. The
Owner Trustee shall execute and authenticate, or cause to be authenticated, the
Definitive Certificates in accordance with the instructions of the Depositor.
Neither the Certificate Registrar nor the Owner 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
Certificates, the Owner Trustee and each Certificate Paying Agent shall
recognize the Holders of the Certificates as Certificateholders. The
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Owner Trustee, as evidenced
by its execution thereof.

     Section 3.11 Transfer Restrictions. (a) No Certificate may be resold,
assigned or transferred (including by pledge or hypothecation) unless such
resale, assignment or transfer is (i) pursuant to an effective registration
statement under the Securities Act and any applicable state securities or "Blue
Sky" laws, (ii) pursuant to Rule 144A promulgated under the Securities Act
("Rule 144A") or (iii) pursuant to another exemption from the registration
requirements of the Securities Act and subject to the receipt by the Owner
Trustee and the Administrator of (A) a certification by both the prospective
transferor and the prospective transferee of the facts surrounding such
transfer, which certification shall be in form and substance satisfactory to the
Owner Trustee and the Administrator and (B) an opinion of counsel (which will
not be at the expense of the Administrator or the Owner Trustee), satisfactory
to the Administrator and the Owner Trustee, to the effect that the transfer is
in compliance with the Securities Act, and, in each case, in compliance with any
applicable securities or "Blue Sky" laws of any state of the United States. In
addition, each transferee shall provide to the Owner Trustee its tax
identification number, address, nominee name (if applicable) and wire transfer
instructions. Prior to any resale, assignment or transfer of the Certificates
described in clause (ii) above, each prospective purchaser of the Certificates
shall have acknowledged, represented and agreed as follows:

          (1)  It is a "qualified institutional buyer" as defined in Rule 144A
     ("QIB") and is acquiring the Certificates for its own institutional account
     (and not for the account of others) and is the sole beneficial owner of
     such Certificates.

          (2)  It acknowledges that the Certificates have not been and will not
     be registered under the Securities Act or the securities laws of any
     jurisdiction.

          (3)  It is familiar with Rule 144A and is aware that the sale is being
     made in reliance on Rule 144A and it is not acquiring the Certificates with
     a view to, or for resale in connection with, a distribution that would
     constitute a public offering within the meaning of the Securities Act or a
     violation of the Securities Act, and that, if in the future it decides to
     resell, assign, pledge or otherwise transfer any Certificates, such
     Certificates may be resold, assigned, pledged or transferred only (i) so
     long as such Certificate is eligible for resale pursuant to Rule 144A, to a
     person whom it reasonably believes after due inquiry is a QIB acting for
     its own account (and not for the account of others) or as a fiduciary or
     agent for others (which others also are QIBs) to whom notice is given that
     the resale, pledge, assignment or transfer is being made in reliance on
     Rule 144A, (ii) pursuant to an effective registration statement under the
     Securities Act or (iii) in a sale,

                                       11

<PAGE>

     pledge or other transfer made in a transaction otherwise exempt from the
     registration requirements of the Securities Act, in which case (A) the
     Owner Trustee shall require that both the prospective transferor and the
     prospective transferee certify to the Owner Trustee and the Administrator
     in writing the facts surrounding such transfer, which certification shall
     be in form and substance satisfactory to the Owner Trustee and the
     Administrator and (B) the Owner Trustee shall require a written opinion of
     counsel (which will not be at the expense of the Administrator or the Owner
     Trustee) satisfactory to the Administrator and the Owner Trustee to the
     effect that such transfer will not violate the Securities Act, in each case
     in accordance with any applicable securities or "Blue Sky" laws of any
     state of the United States.

          (4)  It is aware that it (or any account for which it is purchasing)
     may be required to bear the economic risk of an investment in the
     Certificates for an indefinite period, and it (or such account) is able to
     bear such risk for an indefinite period.

          (5)  It understands that the Certificates will bear legends
     substantially as set forth in Section 3.12.

          (6)  If it is acquiring any Certificates for the account of one or
     more qualified institutional buyers, it represents that it has sole
     investment discretion with respect to each such account and that it has
     full power to make the foregoing acknowledgments, representations and
     agreements on behalf of each such account.

          (7)  It acknowledges that the Owner Trustee and the Depositor and
     their Affiliates, and others will rely upon the truth and accuracy of the
     foregoing acknowledgments, representations and agreements.

     Each transferor of the Certificates shall be required to execute or to have
executed a representation letter substantially in the form of Exhibit B, and
each transferee shall be required to execute or to have executed a
representation letter substantially in the form of Exhibit C, or each may
deliver such other representations (or an opinion of counsel) as may be approved
by the Owner Trustee and the Administrator, to the effect that such transfer may
be made (i) pursuant to an exemption from registration under the Securities Act
and any applicable state securities or "Blue Sky" laws and (ii) in compliance
with Section 3.4(f) hereof.

     In addition, such prospective purchaser shall be responsible for providing
additional information or certification, as shall be reasonably requested by the
Owner Trustee or the Administrator, to support the truth and accuracy of the
foregoing acknowledgments, representations and agreements, it being understood
that such additional information is not intended to create additional
restrictions on the transfer of the Certificates. Neither the Depositor, the
Administrator, the Trust nor the Owner Trustee shall be obligated to register
the Certificates under the Securities Act or any state securities or "Blue Sky"
laws.

     In determining compliance with the transfer restrictions contained in this
Section 3.11, the Owner Trustee may rely upon a written opinion of counsel
(which may include in-house counsel of the Transferor), the cost of obtaining
which shall be an expense of the Holder of the Certificate to be transferred.

                                       12

<PAGE>

          (b)  No Certificate may be acquired or held (i) by any "employee
benefit plan" whether or not subject to ERISA or a "plan" described by Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended, or by any entity
deemed to hold the assets of any of the foregoing by reason of an employee
benefit plan's or other plan's investment in such entity (each, a "Benefit
Plan"). Each Person who acquires any Certificate or interest therein shall
certify that the foregoing conditions are satisfied.

     Section 3.12 Legending of Certificates. Each Certificate shall bear a
legend in substantially the following form, unless the Administrator determines
otherwise in accordance with applicable law:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
     OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER
     JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE
     TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS,
     PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.
     IT AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY ACCOUNTS FOR WHICH IT IS
     ACTING AS AGENT, THAT SUCH CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR
     TRANSFERRED ONLY (A) SO LONG AS THE CERTIFICATE IS ELIGIBLE FOR RESALE
     PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH TO A PERSON WHOM THE
     TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS
     OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND IS THE SOLE BENEFICIAL
     OWNER OF THIS CERTIFICATE, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT OR (C) SUCH RESALE, ASSIGNMENT, PLEDGE
     OR OTHER TRANSFER IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR "BLUE SKY" LAWS,
     IN WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT BOTH THE PROSPECTIVE
     TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND
     THE ADMINISTRATOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH
     CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER
     TRUSTEE AND (II) A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE
     EXPENSE OF THE OWNER TRUSTEE OR THE ADMINISTRATOR) SATISFACTORY TO THE
     OWNER TRUSTEE AND THE ADMINISTRATOR, TO THE EFFECT THAT SUCH TRANSFER WILL
     NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
     APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR JURISDICTION. ANY
     ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING
     RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL
     CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL PURPOSES.

                                       13

<PAGE>

          NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED OR HELD (IN THE
     INITIAL ACQUISITION OR THROUGH A TRANSFER) WITH PLAN ASSETS OF ANY
     "EMPLOYEE BENEFIT PLAN" WHETHER OR NOT SUBJECT TO THE EMPLOYEE RETIREMENT
     INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY "PLAN" DESCRIBED BY
     SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY
     ENTITY DEEMED TO HOLD THE ASSETS OF ANY OF THE FOREGOING BY REASON OF AN
     EMPLOYEE BENEFIT PLAN'S OR OTHER PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A
     "BENEFIT PLAN").

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

     Section 4.1  Prior Notice to Owners with Respect to Certain Matters. With
respect to the following matters, the Owner Trustee shall not take action unless
at least 30 days before the taking of such action, the Owner Trustee shall have
notified the Certificateholders in writing of the proposed action and the
Certificateholders shall not have notified the Owner Trustee in writing prior to
the 30th day after such notice is given that such Certificateholders have
withheld consent or provided alternative direction:

          (a)  the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any Noteholder is required;

          (b)  the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any Noteholder is not required and such
     amendment materially adversely affects the interest of the
     Certificateholders;

          (c)  the amendment, change or modification of the Sale and Servicing
     Agreement or the Administration Agreement, except to cure any ambiguity or
     defect or to amend or supplement any provision in a manner that would not
     materially adversely affect the interests of the Certificateholders; or

          (d)  the appointment pursuant to the Indenture of a successor
     Indenture Trustee or the consent to the assignment by the Note Registrar,
     Certificate Paying Agent or Indenture Trustee or the Certificate Registrar
     of its obligations under the Indenture or this Agreement, as applicable.

The Owner Trustee shall notify the Certificateholders in writing of any
appointment of a successor Certificate Paying Agent or the Certificate Registrar
within five Business Days thereof.

     Section 4.2  Action by Certificateholders with Respect to Certain Matters.
The Owner Trustee shall not have the power, except upon the direction of the
Certificateholders, to (a) except as expressly provided in the Transactions
Documents, remove the Servicer under the Sale and Servicing Agreement pursuant
to Section 8.1 thereof, (b) except as expressly provided in the Basic Documents,
sell the Receivables after the termination of the Indenture, (c) remove the
Administrator under the Administration Agreement pursuant to Section 9 thereof
or (d) appoint a

                                       14

<PAGE>

successor Administrator pursuant to Section 9 of the Administration Agreement.
The Owner Trustee shall take the actions referred to in the preceding sentence
only upon written instructions signed by the Certificateholders.

     Section 4.3  Action by Certificateholders with Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust until the Outstanding Amount of all the Notes
has been reduced to zero and without the unanimous prior approval of all
Certificateholders and the delivery to the Owner Trustee by each such
Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

     Section 4.4  Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Owner Trustee under this Agreement or any of the Basic Documents or would
be contrary to Section 2.3 nor shall the Owner Trustee be obligated to follow
any such direction, if given.

     Section 4.5  Certificateholder Control. Except as expressly provided
herein, any action that may be taken by the Certificateholders under this
Agreement may be taken by the Holders of Certificates evidencing not less than a
majority of the Certificate Percentage Interests. Except as expressly provided
herein, any written notice of the Certificateholders delivered pursuant to this
Agreement shall be effective if signed by Certificateholders of Certificates
evidencing not less than a majority of the Certificate Percentage Interests at
the time of the delivery of such notice.

                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     Section 5.1  Establishment of Certificate Distribution Account. The Owner
Trustee, for the benefit of the Certificateholders, shall establish and maintain
in the name of the Trust an Eligible Deposit Account (the "Certificate
Distribution Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders. Except as
otherwise provided herein, the Certificate Distribution Account shall be under
the sole dominion and control of the Owner Trustee for the benefit of the
Certificateholders.

     Section 5.2  Application of Funds in Certificate Distribution Account.

          (a) On each Payment Date, the Owner Trustee will, or will cause the
     Certificate Paying Agent to, based on the information contained in the
     Servicer's Report delivered on the related Determination Date pursuant to
     Section 4.9 of the Sale and Servicing Agreement, distribute to
     Certificateholders, as of the related Record Date all amounts deposited in
     the Certificate Distribution Account pursuant to the Sale and Servicing
     Agreement on such Payment Date based upon each Certificateholder's
     Certificate Percentage Interest;

          (b) In the event that any withholding tax is imposed on the Owner
     Trustee's payment (or allocations of income) to a Certificateholder, such
     tax shall reduce the amount otherwise distributable to the
     Certificateholder in accordance with this Section 5.2. The Owner Trustee is
     hereby authorized and directed to retain from amounts

                                       15

<PAGE>

     otherwise distributable to the Certificateholders sufficient funds for the
     payment of any tax that is legally owed by the Trust (but such
     authorization shall not prevent the Owner Trustee from contesting any such
     tax in appropriate proceedings, and withholding payment of such tax, if
     permitted by law, pending the outcome of such proceedings). The amount of
     any withholding tax imposed with respect to a Certificateholder shall be
     treated as cash distributed to such Certificateholder at the time it is
     withheld by the Owner Trustee and remitted to the appropriate taxing
     authority. If there is a possibility that withholding tax is payable with
     respect to a distribution (such as a distribution to a non-United States
     Certificateholder), the Owner Trustee may in its sole discretion withhold
     such amounts in accordance with this clause (b). In the event that a
     Certificateholder wishes to apply for a refund of any such withholding tax,
     the Owner Trustee shall reasonably cooperate with such Certificateholder in
     making such claim so long as such Certificateholder agrees to reimburse the
     Owner Trustee for any out-of-pocket expenses incurred.

     Section 5.3  Method of Payment. Subject to Section 9.1(c), distributions
required to be made to Certificateholders on any Payment Date shall be made to
each Certificateholder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if (a) such Certificateholder shall have provided to the Certificate
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date (b) such Certificateholder is the Depositor, or an Affiliate
thereof, or, if not, by check mailed to such Certificateholder at the address of
such Certificateholder appearing in the Certificate Register. Notwithstanding
the foregoing, the final distribution in respect of any Certificate will be
payable only upon presentation and surrender of such Certificate at the office
or agency maintained for that purpose by the Owner Trustee pursuant to Section
3.8.

     Section 5.4  No Segregation of Monies; No Interest. Subject to Sections 5.1
and 5.2, monies received by the Owner Trustee or any Certificate Paying Agent
hereunder including all Certificate Account Property need not be segregated in
any manner except to the extent required by law or the Indenture or the Sale and
Servicing Agreement and may be deposited under such general conditions as may be
prescribed by law, and neither the Owner Trustee nor any Certificate Paying
Agent shall be liable for any interest thereon.

     Section 5.5  Accounting and Reports to the Noteholders, Certificateholders,
the Internal Revenue Service and Others. Subject to Section 2.6, the
Administrator shall (a) maintain (or cause to be maintained) the books of the
Trust on a calendar year basis on the accrual method of accounting, (b) deliver
(or cause to be delivered) to each Certificateholder, as may be required by the
Code and applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its federal
and state income tax returns, (c) prepare and file such tax returns relating to
the Trust (including a partnership information return, Form 1065, if
applicable), and make such elections as may from time to time be required or
appropriate under any applicable state or federal statute or rule or regulation
thereunder so as to maintain the Trust's characterization as a partnership for
federal income tax purposes, (d) cause such tax returns to be signed in the
manner required by law and (e) collect or cause to be collected any withholding
tax as described in and in accordance with Section 5.2(b) with respect to income
or distributions to Certificateholders. The Owner Trustee shall cooperate

                                       16

<PAGE>

with the Administrator in making all elections pursuant to this Section 5.5 as
directed in writing by the Administrator. The Trust shall elect under Section
1278 of the Code to include in income currently any market discount that accrues
with respect to the Receivables and shall elect under Section 171 of the Code to
amortize any bond premium with respect to the Receivables. The Trust shall not
make the election provided under Section 754 of the Code.

     Section 5.6  Signature on Returns; Tax Matters Partner. (a) Notwithstanding
the provisions of Section 5.5 and subject to Section 2.6, the Administrator
shall sign on behalf of the Trust the tax returns of the Trust, unless
applicable law requires the Owner Trustee to sign such documents, in which case
such documents shall be signed by the Owner Trustee at the written direction of
the Administrator.

          (b) Subject to Section 2.6, the Administrator shall be the "tax
     matters partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code
     and applicable Treasury Regulations.

                                   ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

     Section 6.1  General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is named
as a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust or the Owner Trustee is
named as a party and any amendment thereto, in each case, in such form as the
Administrator shall approve, as evidenced conclusively by the Owner Trustee's
execution thereof, and at the written direction of the Administrator, to direct
the Indenture Trustee to authenticate and deliver Class A-1 Notes in the
aggregate principal amount of $174,000,000, Class A-2 Notes in the aggregate
principal amount of $220,000,000, Class A-3 Notes in the aggregate principal
amount of $285,000,000, Class A-4 Notes in the aggregate principal amount of
$145,500,000, and Class B Notes in the aggregate principal amount of
$25,500,000. In addition to the foregoing, the Owner Trustee is authorized, but
shall not be obligated, to take all actions required of the Trust pursuant to
the Basic Documents. The Owner Trustee is further authorized from time to time
to take such action as the Servicer or the Administrator recommends or directs
in writing with respect to the Basic Documents, except to the extent that this
Agreement expressly requires the consent of Certificateholders for such action.

     Section 6.2  General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the other Basic Documents and to administer the
Trust in the interest of Certificateholders, subject to the Basic Documents and
in accordance with the provisions of this Agreement. Notwithstanding the
foregoing, the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent the
Administrator has agreed in the Administration Agreement to perform any act or
to discharge any duty of the Owner Trustee hereunder or under any Basic
Document, and the Owner Trustee shall not be liable for the default or failure
of the Administrator to carry out its obligations under the Administration
Agreement and shall have no duty to monitor the performance of the

                                       17

<PAGE>

Administrator or any other Person under the Administration Agreement or any
other document. The Owner Trustee shall have no obligation to administer,
service or collect the Receivables or to maintain, monitor or otherwise
supervise the administration, servicing or collection of the Receivables.

     Section 6.3 Action upon Instruction. (a) Subject to Article IV, and in
accordance with the Basic Documents, the Certificateholders may, by written
instruction, direct the Owner Trustee in the management of the Trust. Such
direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Article IV.

          (b)  The Owner Trustee shall not be required to take any action
     hereunder or under any Basic Document if the Owner Trustee shall have
     reasonably determined or been advised by counsel that such action is likely
     to result in liability on the part of the Owner Trustee or is contrary to
     the terms hereof or of any Basic Document or is otherwise contrary to law
     and a copy of such opinion has been provided to the Servicer.

          (c)  Whenever the Owner Trustee is unable to decide between
     alternative courses of action permitted or required by the terms of this
     Agreement or any Basic Document or is unsure as to the application of any
     provision of this Agreement or any Basic Document or any such provision is
     ambiguous as to its application, or is, or appears to be, in conflict with
     any other applicable provision, or in the event that this Agreement permits
     any determination by the Owner Trustee or is silent or is incomplete as to
     the course of action that the Owner Trustee is required to take with
     respect to a particular set of facts, the Owner Trustee shall promptly give
     notice (in such form as shall be appropriate under the circumstances) to
     the Certificateholders requesting instruction as to the course of action to
     be adopted or application of such provision, and to the extent the Owner
     Trustee acts or refrains from acting in good faith in accordance with any
     written instruction of the Certificateholders received, the Owner Trustee
     shall not be liable on account of such action or inaction to any Person. If
     the Owner Trustee receives two or more sets of conflicting instructions,
     the Owner Trustee shall act on the instructions from the group of
     Certificateholders holding the largest Certificate Percentage Interest. If
     the Owner Trustee shall not have received appropriate instruction within
     ten days of such notice (or within such shorter period of time as
     reasonably may be specified in such notice or may be necessary under the
     circumstances) it may, but shall be under no duty to, take or refrain from
     taking such action, not inconsistent with this Agreement or the Basic
     Documents, as it shall deem to be in the best interests of the
     Certificateholders, and shall have no liability to any Person for such
     action or inaction.

     Section 6.4 No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 6.3; and no implied duties or obligations
shall be read into this Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise

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<PAGE>

perfect or maintain the perfection of any security interest or Lien granted to
it hereunder or to prepare or file any filing with the Commission (including any
filings required under the Sarbanes-Oxley Act of 2002, subject to Section 3.3(h)
herein) for the Trust or to record this Agreement or any Basic Document.
Deutsche Bank Trust Company Delaware nevertheless agrees that it will, at its
own cost and expense, promptly take all action as may be necessary to discharge
any Liens on any part of the Owner Trust Estate that result from actions by, or
claims against, Deutsche Bank Trust Company Delaware that are not related to the
ownership or the administration of the Trust Estate.

     Section 6.5 No Action Except under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except (i) in accordance with the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
this Agreement, (ii) in accordance with the Basic Documents and (iii) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 6.3.

     Section 6.6 Restrictions. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of a Responsible Officer of the Owner
Trustee, would (i) affect the treatment of the Notes as indebtedness for federal
income, state and local income and franchise tax purposes, (ii) be deemed to
cause a taxable exchange of the Notes for federal income or state income or
franchise tax purposes or (iii) cause the Trust or any portion thereof to be
treated as an association or publicly traded partnership taxable as a
corporation for federal income, state and local income or franchise tax
purposes. The Certificateholders shall not direct the Owner Trustee to take
action that would violate the provisions of this Section 6.6.

                                   ARTICLE VII

                            CONCERNING OWNER TRUSTEE

     Section 7.1 Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Owner Trust Estate upon the terms of the Basic Documents and this
Agreement. The Owner Trustee shall not be personally liable or accountable
hereunder or under any Basic Document under any circumstances, except (i) for
its own willful misconduct, bad faith or gross negligence, (ii) in the case of
the inaccuracy of any representation or warranty contained in Section 7.3
expressly made by Deutsche Bank Trust Company Delaware in its individual
capacity, (iii) for liabilities arising from the failure of Deutsche Bank Trust
Company Delaware to perform obligations expressly undertaken by it in the last
sentence of Section 6.4 or (iv) for taxes, fees or other charges on, based on or
measured by, any fees, commissions or compensation received by the Owner
Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

          (a)  The Owner Trustee shall not be personally liable for any error of
     judgment made by a Responsible Officer of the Owner Trustee;

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<PAGE>

          (b)  The Owner Trustee shall not be personally liable with respect to
     any action taken or omitted to be taken by it in accordance with the
     instructions of the Depositor, the Servicer, the Administrator or any
     Certificateholder;

          (c)  No provision of this Agreement or any Basic Document shall
     require the Owner Trustee to expend or risk funds or otherwise incur any
     personal liability in the performance of any of its rights or powers
     hereunder or under any Basic Document if the Owner Trustee shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured or
     provided to it;

          (d)  Under no circumstances shall the Owner Trustee be personally
     liable for indebtedness evidenced by or arising under any of the Basic
     Documents, including the principal of and interest on the Notes or amounts
     distributable on the Certificates;

          (e)  The Owner Trustee shall not be personally liable for or in
     respect of the validity or sufficiency of this Agreement or for the due
     execution hereof by the Depositor or the Administrator or for the form,
     character, genuineness, sufficiency, value or validity of any of the Trust
     Estate or for or in respect of the validity or sufficiency of the Basic
     Documents, other than the certificate of authentication on the
     Certificates, and the Owner Trustee shall in no event assume or incur any
     personal liability, duty or obligation to any Noteholder or to any
     Certificateholder, other than as expressly provided for herein and in the
     Basic Documents;

          (f)  The Owner Trustee shall not be personally liable for the default
     or misconduct of the Indenture Trustee, the Servicer, the Custodian, or the
     Administrator under any of the Basic Documents or otherwise and the Owner
     Trustee shall have no duty or personal liability to perform obligations
     under this Agreement or the Basic Documents that are required to be
     performed by the Indenture Trustee under the Indenture, the Servicer, the
     Custodian under the Sale and Servicing Agreement or the Administrator under
     the Administration Agreement; and

          (g)  The Owner Trustee shall be under no duty to exercise any of the
     rights or powers vested in it by this Agreement, or to institute, conduct
     or defend any litigation under this Agreement or otherwise or in relation
     to this Agreement or any Basic Document, at the request, order or written
     direction of any of the Certificateholders, unless such Certificateholders
     have offered to the Owner Trustee security or indemnity satisfactory to it
     against the costs, expenses and liabilities that may be incurred by the
     Owner Trustee therein or thereby. The right of the Owner Trustee to perform
     any discretionary act enumerated in this Agreement or in any Basic Document
     shall not be construed as a duty, and the Owner Trustee shall not be
     answerable for other than its gross negligence, bad faith or willful
     misconduct in the performance of any such act.

          (h)  Notwithstanding anything contained herein to the contrary, the
     Owner Trustee shall not be required to execute, deliver or certify on
     behalf of the Trust or any other Person any filings, certificates,
     affidavits or other instruments required under the Sarbanes-Oxley Act of
     2002.

                                       20

<PAGE>

          (i)  In no event shall the Owner Trustee be personally liable (i) for
     special, consequential or punitive damages, (ii) for the acts or omissions
     of its nominees, correspondents, clearing agencies or securities
     depositories, (iii) for the acts or omissions of brokers or dealers, and
     (iv) for any losses due to forces beyond the control of the Owner Trustee,
     including without limitation strikes, work stoppages, acts of war or
     terrorism, insurrection, revolution, nuclear or natural catastrophes or
     acts of God and interruptions. The Owner Trustee shall have no
     responsibility for the accuracy of any information provided to the
     Certificateholders or any other person that has been obtained from, or
     provided to the Owner Trustee by, any other entity.

     Section 7.2 Furnishing of Documents. The Owner Trustee shall furnish to
the Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.

     Section 7.3 Representations and Warranties. Deutsche Bank Trust Company
Delaware hereby represents and warrants to the Depositor and the Administrator,
for the benefit of the Certificateholders, that:

          (a)  It is a banking corporation duly organized and validly existing
     in good standing under the laws of the State of Delaware and having an
     office within the State of Delaware. It has all requisite corporate power
     and authority to execute, deliver and perform its obligations under this
     Agreement.

          (b)  It has taken all corporate action necessary to authorize the
     execution and delivery by it of this Agreement, and this Agreement will be
     executed and delivered by one of its officers who is duly authorized to
     execute and deliver this Agreement on its behalf.

          (c)  This Agreement constitutes a legal, valid and binding obligation
     of the Owner Trustee, enforceable against the Owner Trustee in accordance
     with its terms, subject, as to enforceability, to applicable bankruptcy,
     insolvency, reorganization, conservatorship, receivership, liquidation and
     other similar laws affecting enforcement of the rights of creditors of
     banks generally and to equitable limitations on the availability of
     specific remedies.

          (d)  Neither the execution nor the delivery by it of this Agreement,
     nor the consummation by it of the transactions contemplated hereby nor
     compliance by it with any of the terms or provisions hereof will contravene
     any federal or Delaware law, governmental rule or regulation governing the
     banking or trust powers of the Owner Trustee or any judgment or order
     binding on it, or constitute any default under its charter documents or
     by-laws.

     Section 7.4 Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no personal liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may

                                       21

<PAGE>

accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer, secretary or other authorized officers of the relevant party,
as to such fact or matter, and such certificate shall constitute full protection
to the Owner Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.

          (b)  In the exercise or administration of the trusts hereunder and in
     the performance of its duties and obligations under this Agreement or the
     Basic Documents, the Owner Trustee (i) may act directly or through its
     agents or attorneys pursuant to agreements entered into with any of them,
     but the Owner Trustee shall not be personally liable for the conduct or
     misconduct of such agents, custodians, nominees (including persons acting
     under a power of attorney) or attorneys selected with reasonable care and
     (ii) may consult with counsel, accountants and other skilled persons
     knowledgeable in the relevant area to be selected with reasonable care and
     employed by it at the expense of the Trust. The Owner Trustee shall not be
     personally liable for anything done, suffered or omitted in good faith by
     it in accordance with the written opinion or advice of any such counsel,
     accountants or other such persons.

     Section 7.5 Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created, Deutsche Bank Trust
Company Delaware acts solely as the Owner Trustee hereunder and not in its
individual capacity and all Persons having any claim against the Owner Trustee
by reason of the transactions contemplated by this Agreement or any Basic
Document shall look only to the Owner Trust Estate for payment or satisfaction
thereof.

     Section 7.6 The Owner Trustee Not Liable for Certificates or
Receivables. The recitals contained herein and in the Certificates (other
than the signature and countersignature of the Owner Trustee on the
Certificates) shall be taken as the statements of the Depositor or the
Administrator, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no personal
representations as to the validity or sufficiency of this Agreement, of any
Basic Document or of the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) or the Notes, or of
any Receivable or related documents. The Owner Trustee shall at no time have any
responsibility or personal liability for or with respect to the legality,
validity and enforceability of any Receivable, or the perfection and priority of
any security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments to
be distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including: the existence, condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or of any
intervening assignment; the completeness of any Receivable; the performance or
enforcement of any Receivable; the compliance by the Depositor, the
Administrator or the Servicer with any warranty or representation made under any
Basic Document or in any related document or the

                                       22

<PAGE>

accuracy of any such warranty or representation or any action of Indenture
Trustee, the Administrator, or the Servicer or any subservicer taken in the name
of the Owner Trustee.

     Section 7.7 The Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates or Notes and may deal with the Depositor, Indenture Trustee, the
Servicer and the Administrator in banking transactions with the same rights as
it would have if it were not the Owner Trustee.

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

     Section 8.1 The Owner Trustee's Fees and Expenses. The Administrator
shall pay to Deutsche Bank Trust Company Delaware pursuant to the Administration
Agreement from time to time reasonable compensation for all services rendered by
Deutsche Bank Trust Company Delaware under this Agreement (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust). The Administrator, pursuant to the Administration
Agreement, shall reimburse Deutsche Bank Trust Company Delaware upon its request
for all reasonable expenses, disbursements and advances incurred or made by
Deutsche Bank Trust Company Delaware in accordance with any provision of this
Agreement or any Basic Document (including the reasonable compensation, expenses
and disbursements of such agents and counsel as Deutsche Bank Trust Company
Delaware may employ 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, gross negligence or bad faith.

     Section 8.2 Indemnification. To the fullest extent permitted by law, the
Administrator shall indemnify Deutsche Bank Trust Company Delaware in its
individual capacity and as trustee and its successors, assigns, directors,
officers, employees and agents (the "Indemnified Parties") from and against, any
and all loss, liability and expense, tax, penalty or claim (including reasonable
legal fees and expenses) of any kind and nature whatsoever which may at any time
be imposed on, incurred by, or asserted against Deutsche Bank Trust Company
Delaware in its individual capacity and as trustee or any Indemnified Party in
any way relating to or arising out of this Agreement, the Basic Documents, the
Owner Trust Estate, the administration of the Owner Trust Estate or the action
or inaction of Deutsche Bank Trust Company Delaware hereunder, provided,
however, that neither the Seller nor the Servicer shall be liable for or
required to indemnify Deutsche Bank Trust Company Delaware from and against any
of the foregoing expenses arising or resulting from its own willful misconduct,
bad faith or gross negligence, or any of the matters described in the third
sentence of Section 7.1. This Section 8.2 shall survive the termination of this
Agreement and the Trust and the resignation or removal of the Owner Trustee.

     Section 8.3 Payments to the Owner Trustee. Any amounts paid to the Owner
Trustee pursuant to this Article VIII and the Administration Agreement shall be
deemed not to be a part of the Owner Trust Estate immediately after such
payment.

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<PAGE>

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

     Section 9.1 Termination of Trust. (a) The Trust shall dissolve upon the
final distribution by the Owner Trustee of all moneys or other property or
proceeds of the Owner Trust Estate in accordance with the terms of the
Indenture, the Sale and Servicing Agreement, Article V and Section 9.2,
provided, however, that in no event shall the Trust created by this Agreement
continue beyond the expiration of 110 years from the date of this Agreement. The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (x) operate to terminate this Agreement or the
Trust, nor (y) entitle such Certificateholder's legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Trust or Owner Trust Estate
nor (z) otherwise affect the rights, obligations and liabilities of the parties
hereto.

          (b)  Except as provided in clause (a), neither the Depositor nor any
     Certificateholder shall be entitled to revoke or terminate the Trust.

          (c)  Notice of any termination of the Trust, specifying the Payment
     Date upon which the Certificateholders shall surrender their Certificates
     to the Certificate Paying Agent for payment of the final distribution and
     cancellation, shall be given by the Owner Trustee by letter to
     Certificateholders mailed within five Business Days of receipt of notice of
     such termination from the Servicer given pursuant to Section 6.02 of the
     Indenture, stating (i) the Payment Date upon or with respect to which final
     payment of the Certificates shall be made upon presentation and surrender
     of the Certificates at the office of the Certificate Paying Agent therein
     designated, (ii) the amount of any such final payment and (iii) that the
     Record Date otherwise applicable to such Payment Date is not applicable,
     payments being made only upon presentation and surrender of the
     Certificates at the office of the Certificate Paying Agent therein
     specified. The Owner Trustee shall give such notice to the Certificate
     Registrar (if other than the Owner Trustee) and the Certificate Paying
     Agent at the time such notice is given to Certificateholders. Upon
     presentation and surrender of the Certificates, the Certificate Paying
     Agent shall cause to be distributed to Certificateholders amounts
     distributable on such Payment Date pursuant to Section 5.2.

     If all of the Certificateholders shall not surrender their Certificates for
cancellation within sixty (60) days after the date specified in the above
mentioned written notice, the Owner Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
sixty (60) days after the second notice all the Certificates shall not have been
surrendered for cancellation, the Owner Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that shall remain
subject to this Agreement. Any funds remaining after exhaustion of such remedies
shall be distributed, subject to applicable escheat laws, by the Owner Trustee
to the Administrator.

                                       24

<PAGE>

     Section 9.2. Dissolution of the Trust/Termination of the Trust Agreement.
Upon dissolution of the Trust, the Owner Trustee shall wind up the business and
affairs of the Trust as required by Section 3808 of the Statutory Trust Act.
Upon the satisfaction and discharge of the Indenture, and receipt of a
certificate from the Indenture Trustee stating that all Noteholders have been
paid in full and that the Indenture Trustee is aware of no claims remaining
against the Trust in respect of the Indenture and the Notes, the Owner Trustee,
in the absence of actual knowledge of any other claim against the Trust and at
the written direction of the Certificateholders, shall be deemed to have made
reasonable provision to pay all claims and obligations (including conditional,
contingent or unmatured obligations) for purposes of Section 3808(e) of the
Statutory Trust Act and shall cause the Certificate of Trust to be cancelled by
filing a certificate of cancellation with the Delaware Secretary of State in
accordance with the provisions of Section 3810 of the Statutory Trust Act, at
which time the Trust shall terminate and this Agreement (other than Article
VIII) shall be of no further force or effect.

                                    ARTICLE X

                     SUCCESSOR OWNER TRUSTEES AND ADDITIONAL
                                 OWNER TRUSTEES

     Section 10.1 Eligibility Requirements for the Owner Trustee. The Owner
Trustee shall at all times be a bank (i) authorized to exercise corporate trust
powers, (ii) having a combined capital and surplus of at least $50,000,000 and
(iii) subject to supervision or examination by Federal or state authorities. If
such bank shall publish reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purpose of this Section 10.1, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Owner Trustee shall at
all times be an institution satisfying the provisions of Section 3807(a) of the
Statutory Trust Act. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section 10.1, the Owner
Trustee shall resign immediately in the manner and with the effect specified in
Section 10.2.

     Section 10.2 Resignation or Removal of the Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator. Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Owner Trustee reasonably acceptable to the Certificateholders which satisfies
the eligibility requirements set forth in section 10.1 by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee; provided, however, that such right to appoint or to
petition for the appointment of any such successor shall in no event relieve the
resigning Owner Trustee from any obligations otherwise imposed on it under the
Basic Documents until such successor has in fact assumed such appointment.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 10.1 and shall fail to resign after written
request therefor by the

                                       25

<PAGE>

Administrator, or if at any time the Owner Trustee shall be legally unable to
act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Administrator
may remove the Owner Trustee. If the Administrator shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
outgoing Owner Trustee so removed and one copy to the successor Owner Trustee
and payment of all fees owed to the outgoing Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section 10.2
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed
to the outgoing Owner Trustee. The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating Agencies.

     Section 10.3 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of
the predecessor Owner Trustee shall become effective and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as the Owner Trustee.
The predecessor Owner Trustee shall upon payment of its fees and expenses
deliver to the successor Owner Trustee all documents and statements and monies
held by it under this Agreement; and the Administrator and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.

     No successor Owner Trustee shall accept appointment as provided in this
Section 10.2 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.1.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 10.3, the Administrator shall mail notice of the successor of such
Owner Trustee to all Certificateholders, Indenture Trustee, the Noteholders and
each of the Rating Agencies. If the Administrator shall fail to mail such notice
within 10 days after acceptance of appointment by the successor Owner Trustee,
the successor Owner Trustee shall cause such notice to be mailed at the expense
of the Administrator.

     Section 10.4 Merger or Consolidation of the Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall, without the execution or filing of any
instrument or any further act on the part of any of the parties hereto, anything
herein to the contrary

                                       26

<PAGE>

notwithstanding, be the successor of the Owner Trustee hereunder; provided that
such corporation shall be eligible pursuant to Section 10.1; and provided
further that the Owner Trustee shall mail notice of such merger or consolidation
to the Rating Agencies.

     Section 10.5 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section 10.5, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 10.1 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.3.

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

     (a)  all rights, powers, duties and obligations conferred or imposed upon
the Owner Trustee shall be conferred upon and exercised or performed by the
Owner 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 the Owner 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, the Owner 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 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 the Owner
Trustee;

     (b)  no trustee under this Agreement shall be personally liable by reason
of any act or omission of any other trustee under this Agreement; and

     (c)  the Administrator and the Owner Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.

     Any notice, request or other writing given to the Owner 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. 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 the Owner Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording

                                       27

<PAGE>

protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.

     Any separate trustee or co-trustee may at any time appoint the Owner
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 become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.1 Supplements and Amendments. (a) This Agreement may be
amended by the Depositor, the Administrator and the Owner Trustee, with prior
written notice to the Rating Agencies, without the consent of any of the
Noteholders or the Certificateholders:

               (i)   to cure any ambiguity or defect, to correct or supplement
          any provisions in this Agreement or for the purpose of adding any
          provisions to or changing in any manner or eliminating any of the
          provisions in this Agreement or of modifying in any manner the rights
          of the Noteholders or the Certificateholders; provided that such
          action shall not adversely affect in any material respect the
          interests of any Noteholder or Certificateholder;

               (ii)  in connection with any such election, to modify or
          eliminate existing provisions set forth in this Agreement relating to
          the intended federal income tax treatment of the Notes or Certificates
          and the Trust in the absence of the election; it being a condition to
          any such amendment that each Rating Agency shall have notified the
          Depositor, the Administrator, Indenture Trustee and the Owner Trustee
          in writing that the amendment will not result in a reduction or
          withdrawal of the rating of any outstanding Notes or Certificates with
          respect to which it is a Rating Agency; and

               (iii) to add, modify or eliminate such provisions as may be
          necessary or advisable in order to enable (a) the transfer to the
          Trust of all or any portion of the Receivables to be recognized as a
          sale under GAAP by the Depositor to the Trust, (b) the Trust to avoid
          becoming a member of the Depositor consolidated group under GAAP or
          (c) the Depositor, the Administrator or any of their Affiliates to
          otherwise comply with or obtain more favorable treatment under any law
          or regulation or any accounting rule or principle;

provided that any amendment entered into pursuant to this Section 11.1(a) shall
not significantly change the permitted activities of the Trust as set forth
herein.

     (b)  This Agreement may also be amended from time to time by the Depositor,
the Administrator and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Amount

                                       28

<PAGE>

of the Controlling Note Class and, to the extent affected thereby, the consent
of the Holders of Certificates evidencing not less than a majority of the
Certificate Percentage Interests for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided that no such amendment shall (a) increase or reduce
in any manner the amount of, or accelerate or delay the timing of, collections
of payments on Receivables or distributions that shall be required to be made
for the benefit of the Noteholders or the Certificateholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes and the Certificate
Percentage Interests required to consent to any such amendment, without the
consent of the Holders of all the outstanding Notes and Holders of all
outstanding Certificates.

     (c)  Promptly after the execution of any such amendment or consent, the
Administrator shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each
of the Rating Agencies.

     (d)  It shall not be necessary for the consent of Certificateholders, the
Noteholders or Indenture Trustee pursuant to this Section 11.1 to approve the
particular form of any proposed amendment or consent, but it shall be sufficient
if such consent, where required, shall approve the substance thereof. The manner
of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.

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

     Section 11.2 No Legal Title to Owner Trust Estate in Certificateholders.
The Certificateholders shall not have legal title to any part of the Owner Trust
Estate. The Certificateholders shall be entitled to receive distributions with
respect to their undivided beneficial interest therein only in accordance with
Articles V and IX. No transfer, by operation of law or otherwise, of any right,
title or interest of the Certificateholders to and in their ownership interest
in the Owner Trust Estate shall operate to terminate this Agreement or the
trusts hereunder or entitle any transferee to an accounting or to the transfer
to it of legal title to any part of the Owner Trust Estate.

     Section 11.3 Limitations on Rights of Others. Except for Section 2.7,
the provisions of this Agreement are solely for the benefit of the Owner Trustee
(in its individual capacity and in its capacity as Owner Trustee), the
Depositor, the Administrator, the Certificateholders, the Servicer and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement, whether express or implied, shall be construed to
give to any other Person any legal or equitable right, remedy or claim in the
Owner Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

                                       29

<PAGE>

     Section 11.4 Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given by telecopy with receipt acknowledged by the recipient thereof or
upon receipt personally delivered, delivered by overnight courier or mailed
certified mail, return receipt requested, if to the Owner Trustee, addressed to
the Corporate Trust Office, with a copy to Deutsche Bank Trust Company Americas,
60 Wall Street, 26/th/ Floor, MSNYC-60-2606, New York, New York 10005,
Attention: Corporate Trust & Agency Services; if to the Depositor, addressed to
770 North Water Street, Milwaukee, Wisconsin 53202, Attention: Douglas D. Howe;
if to the Administrator, addressed to 770 North Water Street NW5, Milwaukee,
Wisconsin 53202, Attention: Douglas D. Howe; or, as to each party, at such other
address and in such manner as shall be designated by such party in a written
notice to each other party.

     (b)  Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder receives such notice.

     Section 11.5 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     Section 11.6 Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     Section 11.7 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor, the Administrator, the Owner Trustee and its successors and each
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Certificateholder shall bind the successors and assigns of such
Certificateholder.

     Section 11.8 No Petition. The Owner Trustee (not in its individual
capacity but solely as the Owner Trustee), by entering into this Agreement, each
Certificateholder, by accepting a Certificate, and the Indenture Trustee and
each Noteholder or Note Owner by accepting the benefits of this Agreement,
hereby covenants and agrees that they will not at any time institute against the
Trust or the Depositor, or solicit or join in or cooperate with or encourage any
institution against the Trust or the Depositor 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 Certificates, the Notes, this
Agreement or any of the Basic Documents.

     Section 11.9 No Recourse. (a) Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Seller, the Administrator, the

                                       30

<PAGE>

Depositor, the Owner Trustee (in its individual capacity), the Indenture Trustee
or any Affiliate thereof and no recourse may be had against such parties or
their assets, except as expressly set forth or contemplated in this Agreement,
the Certificates or the Basic Documents.

     (b)  In furtherance of and not in derogation of the foregoing, to the
extent the Depositor enters into other securitization transactions, each
Certificateholder, by accepting a Certificate, acknowledges and agrees that it
shall have no right, title or interest in or to any assets or interests therein
of the Depositor (other than the Owner Trust Estate, the Pre-Funding Account and
Reserve Account relating to this transaction) conveyed or purported to be
conveyed by the Depositor 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 11.9, a Certificateholder either (i) asserts an
interest or claim to, or benefit from, Other Assets, whether asserted against or
through the Depositor or any other Person owned by the Depositor, 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 the
Depositor or any other Person owned by the Depositor, then each
Certificateholder, by accepting a Certificate, 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 the Depositor 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 the
Depositor or any other Person owned by the Depositor), 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 Certificateholder, by
acceptance of a Certificate, further acknowledges and agrees that no adequate
remedy at law exists for a breach of this Section 11.9(b) and the terms of this
Section 11.9(b) may be enforced by an action for specific performance. The
provisions of this Section 11.9(b) shall be for the third party benefit of those
entitled to rely thereon and shall survive the termination of this Agreement.

     Section 11.10 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

     Section 11.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.

                                       31

<PAGE>

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

                                        DEUTSCHE BANK TRUST COMPANY DELAWARE,
                                         as the Owner Trustee


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


                                       S-1

<PAGE>

                                        M&I DEALER AUTO SECURITIZATION, LLC,
                                         as Depositor


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


                                       S-2

<PAGE>

                                        M&I MARSHALL & ILSLEY BANK,
                                         as the Administrator


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


                                       S-3

<PAGE>

                                                                       EXHIBIT A


                               FORM OF CERTIFICATE

NUMBER                                     $100% CERTIFICATE PERCENTAGE INTEREST
R-1

                           M&I AUTO LOAN TRUST 2003-1

                                   CERTIFICATE

     Evidencing a beneficial interest in the assets of the Trust, as defined
below, the property of which includes a pool of Receivables sold to the Trust by
the Depositor, and evidencing a right to receive distributions in accordance
with the Trust Agreement.

     (This Certificate does not represent an interest in or obligation of M&I
DEALER AUTO SECURITIZATION, LLC or any of its Affiliates, except to the extent
described below.)

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER
APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER
APPLICABLE SECURITIES OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR
IN A TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON ITS OWN BEHALF AND ON BEHALF
OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT SUCH CERTIFICATE MAY BE
RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH TO A
PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING
FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND IS THE SOLE
BENEFICIAL OWNER OF THIS CERTIFICATE (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (C) SUCH RESALE, ASSIGNMENT, PLEDGE OR
OTHER TRANSFER IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR "BLUE SKY" LAWS, IN
WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT BOTH THE PROSPECTIVE
TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE
DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) A
WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER
TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR,
TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF

                                       A-1

<PAGE>

ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE
IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED
TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL
PURPOSES.

NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED OR HELD (IN THE INITIAL
ACQUISITION OR THROUGH A TRANSFER) WITH PLAN ASSETS OF ANY "EMPLOYEE BENEFIT
PLAN" WHETHER OR NOT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), ANY "PLAN" DESCRIBED BY SECTION 4975(E)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY ENTITY DEEMED TO HOLD THE
ASSETS OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN'S OR OTHER
PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "BENEFIT PLAN").

                                       A-2

<PAGE>

     THIS CERTIFIES THAT M&I DEALER AUTO SECURITIZATION, LLC is the registered
owner of a 100% Certificate Percentage Interest that is nonassessable,
fully-paid, beneficial interest in the assets of M&I AUTO LOAN TRUST 2003-1, a
Delaware statutory trust (the "Trust") formed by M&I Dealer Auto Securitization,
LLC, a Delaware limited liability company (the "Depositor"), entitling it to
receive distributions under the Trust Agreement (as defined below).

     The Trust was created pursuant to a Trust Agreement dated as of October 31,
2003, (the "Initial Trust Agreement"), between the Depositor and Deutsche Bank
Trust Company Delaware, as owner trustee (the "Owner Trustee") and amended and
restated on November 13, 2003, by and between the Depositor, M&I Marshall &
Ilsley Bank ("M&I Bank"), in such capacity, as the administrator (the
"Administrator") and the Owner Trustee (as so amended and restated, the "Trust
Agreement"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Indenture among the Trust,
Bank in such capacity as the Servicer (the "Servicer") and BNY Midwest Trust
Co., as indenture trustee, (the "Indenture Trustee"), dated as of November 13,
2003, as the same may be amended or supplemented from time to time.

     This Certificate is one of the duly authorized Certificates designated as
M&I Auto Loan Trust 2003-1 Certificates (herein called the "Certificates"). Also
issued under the Indenture dated as of November 13, 2003, between the Trust and
Indenture Trustee, are five classes of Notes designated as 1.1475% Class A-1
Notes (the "Class A-1 Notes"), 1.60% Class A-2 Notes (the "Class A-2 Notes"),
2.31% Class A-3 Notes (the "Class A-3 Notes") 2.97% Class A-4 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 Notes (the "Class B
Notes" and together with the Class A Notes, the "Notes"). This Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Certificate by virtue of
the acceptance hereof assents and by which such holder is bound.

     Under the Trust Agreement, there will be distributed on the 20/th/ day of
each month (or, if such 20/th/ day is not a Business Day, the next Business
Day), commencing on December 22, 2003, to the Person in whose name this
Certificate is registered at the close of business on the last day of the
preceding month, such Certificateholder's Certificate Percentage Interest in the
amount to be distributed to Certificateholders on such date.

     The holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Indenture, the Sale and Servicing
Agreement and the Trust Agreement, as applicable.

     It is the intent of the Depositor and the Administrator pursuant to the
administration agreement dated as of November 13, 2003, among the Administrator,
the Indenture Trustee and the Trust (the "Administration Agreement") and the
Certificateholder that, for purposes of federal income, state and local income
and franchise tax, so long as the Certificate is held solely by the Depositor,
the Trust will be disregarded as an entity separate from its owner. At such time

                                       A-3

<PAGE>

that the Certificate is held by more than one person, it is the intent of the
Administrator and the Certificateholder that, for purposes of federal income,
state and local income and franchise tax, the Trust will be treated as a
partnership, the assets of which are the assets held by the Trust, and the
Certificateholders will be treated as partners in that partnership. The
Certificateholder, by acceptance of a Certificate, agrees to treat, and to take
no action inconsistent with the treatment of, the Certificates as such for tax
purposes.

     Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the
Depositor or the Trust, or join in or encourage any institution against the
Depositor 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 Certificates, the Notes, the Trust Agreement or any
of the Basic Documents.

     Each Certificateholder by accepting a Certificate acknowledges that such
Certificateholder's Certificates represent beneficial interests in the Trust
only and do not represent interests in or obligations of the Depositor, the
Servicer, the Administrator, the Seller, the Owner Trustee (in its individual
capacity), the Indenture Trustee or any Affiliate thereof and no recourse may be
had against such parties or their assets, except as expressly set forth or
contemplated in the Trust Agreement, the Certificates or the Basic Documents.

     In furtherance of and not in derogation of the foregoing, to the extent the
Depositor enters into other securitization transactions, each Certificateholder,
by accepting a Certificate, acknowledges and agrees that it shall have no right,
title or interest in or to any assets or interests therein of the Depositor
(other than the Owner Trust Estate, the Pre-Funding Account and the Reserve
Account relating to this transaction) conveyed or purported to be conveyed by
the Depositor 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 herein, a
Certificateholder either (i) asserts an interest or claim to, or benefit from,
Other Assets, whether asserted against or through the Depositor or any other
Person owned by the Depositor, 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 the Depositor or any other Person
owned by the Depositor, then each Certificateholder, by accepting a Certificate,
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 the Depositor 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 the Depositor or any other Person owned by the Depositor),
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
Certificateholder, by acceptance of a Certificate, further

                                       A-4

<PAGE>

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 the Trust Agreement.

     The Certificates may not be acquired by or for the account of or with the
assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title 1 of ERISA, (b) a plan described in
Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include
plan assets by reason of a plan's investment in the entity (each, a "Benefit
Plan"). By accepting and holding this Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan and is
not purchasing on behalf of a Benefit Plan.

     Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual signature, this
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

     THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, 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.

                                       A-5

<PAGE>

     IN WITNESS WHEREOF, the Owner Trustee has caused this Certificate to be
duly executed on behalf of the Trust.

                                        M&I AUTO LOAN TRUST 2003-1


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


Dated:                                     By:
       -----------------                      ----------------------------------


                                       A-6

<PAGE>

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Certificates referred to in the within-mentioned Trust
Agreement.

                                        DEUTSCHE BANK TRUST COMPANY DELAWARE, as
                                        the Owner Trustee


                                        By:
                                           -------------------------------------
                                           Authenticating Agent


                                        By:
                                           -------------------------------------
                                           Authorized Signatory


                                       A-7

<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


(Please print or type name and address, including postal zip
code, of assignee)


the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing


________________________________________________________ Attorney to transfer
said Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.


Dated:
       ----------------------           ----------------------------------------

                                                                               *

                                        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 Certificate in
     every particular, without alteration, enlargement or any change whatever.
     Such signature must be guaranteed by a member firm of the New York Stock
     Exchange or a commercial bank or trust company.

<PAGE>

                                                                       EXHIBIT B

                         FORM OF TRANSFEROR CERTIFICATE


                                     [Date]


M&I Auto Loan Trust 2003-1
c/o Deutsche Bank Trust Company Delaware,
     as the Owner Trustee and
     as the Certificate Registrar
White Clay Center, Route 273
Newark, Delaware 19711

Ladies and Gentlemen:

     In connection with our proposed sale of the 100% Certificate (the
"Certificate") of M&I Auto Loan Trust 2003-1 (the "Trust"), a trust formed by
M&I Dealer Auto Securitization, LLC, (the "Depositor"), we confirm that:

     a.   the Depositor is the lawful owner of the Certificate with the full
          right to transfer the Certificate free from any and all claims and
          encumbrances whatsoever.

     b.   Neither the Depositor nor anyone acting on its behalf has (a) offered,
          transferred, pledged, sold or otherwise disposed of the Certificate,
          any interest in the Certificate or any other similar security to any
          person in any manner, (b) solicited any offer to buy or accept a
          transfer, pledge or other disposition of the Certificate, any interest
          in the Certificate or any other similar security from any person in
          any manner, (c) otherwise approached or negotiated with respect to the
          Certificate, any interest in the Certificate or any other similar
          security with any person in any manner, (d) made any general
          solicitation with respect to the Certificate, any interest in the
          Certificate or any other similar security by means of general
          advertising or in any other manner, or (e) taken any other action with
          respect to the Certificate, any interest in the Certificate or any
          other similar security, which (in the case of any of the acts
          described in clauses (a) through (e) hereof) would constitute a
          distribution under the Securities Act of 1933 (the "Securities Act"),
          or would render the disposition of the Certificate a violation of
          Section 5 of the Securities Act or any state securities laws, or would
          require registration or qualification of the Certificate pursuant to
          the Securities Act or any state securities laws.

     c.   The Depositor and any person acting on behalf of the Depositor in this
          matter reasonably believe that the Transferee is either (a) a
          "qualified institutional buyer" (as that term is defined in Rule 144A
          ("Rule 144A") under the Securities Act) purchasing for its own account
          or (b) either (i) an "accredited investor" within the meaning of
          paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act

                                       B-1

<PAGE>

          or (ii) an entity in which all the equity owners are "accredited
          investors" within the meaning of paragraph (1), (2), (3) or (7) of
          Rule 501(a) under the Securities Act, and has such knowledge and
          experience in financial and business matters as to be capable of
          evaluating the merits and risks of an investment in the Certificate.

     d.   Unless the Transferee is either (a) an "accredited investor" within
          the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
          Act or (b) an entity in which all the equity owners are "accredited
          investors" within the meaning of paragraph (1), (2), (3) or (7) of
          Rule 501(a) under the Securities Act that is furnishing a Transferee
          Certificate in the form of Exhibit C to the Trust Agreement, the
          Depositor or a person acting on its behalf has taken reasonable steps
          to ensure that the Transferee is aware that the Depositor is relying
          on the exemption from the provisions of Section 5 of the Securities
          Act provided by Rule 144A.

     e.   The Depositor or a person acting on its behalf has furnished, or
          caused to be furnished, to the Transferee all information regarding
          (a) the Certificates and distributions thereon, (b) the nature,
          performance and servicing of the Receivables, (c) the Trust Agreement,
          and (d) any credit enhancement mechanism associated with the
          Certificate, that the Transferee has requested.

     f.   We are aware that no transfer of any Certificate (or any economic
          interest therein, including any contract described in Treasury
          Regulation Section 1.7704-1(a)(2)(i)(B)) shall be effective, and any
          such transfer (or purported transfer) shall be void ab initio, if
          after such transfer (or purported transfer) there would be more than
          50 Certificateholders or such transfer would otherwise cause the Trust
          to become a publicly traded partnership for U.S. federal income tax
          purposes.

                                        Very truly yours,

                                        Print Name of Transferor


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


                                       B-2

<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEREE CERTIFICATE


                                     [Date]

M&I Auto Loan Trust 2003-1,
c/o Deutsche Bank Trust Company Delaware,
     as the Owner Trustee and
     as the Certificate Registrar
White Clay Center, Route 273
Newark, Delaware 19711

Ladies and Gentlemen:

     In connection with our proposed purchase of the 100% Certificates (the
"Certificates") of M&I Auto Loan Trust 2003-1 (the "Trust"), a trust formed by
M&I Dealer Auto Securitization, LLC (the "Depositor"), we confirm that:

     a.   We are a "qualified institutional buyer" as defined in Rule 144A
          ("QIB") and are acquiring the Certificates for our own institutional
          account (and not for the account of others) and are the sole
          beneficial owner of such Certificates;

     b.   We acknowledge that the Certificates have not been and will not be
          registered under the Securities Act or the securities laws of any
          jurisdiction;

     c.   We are familiar with Rule 144A and are aware that the sale is being
          made in reliance on Rule 144A and we are not acquiring the
          Certificates with a view to, or for resale in connection with, a
          distribution that would constitute a public offering within the
          meaning of the Securities Act or a violation of the Securities Act,
          and that, if in the future we decide to resell, assign, pledge or
          otherwise transfer any Certificates, such Certificates may be resold,
          assigned, pledged or transferred only (i) to the Depositor or any
          Affiliate thereof, (ii) so long as such Certificate is eligible for
          resale pursuant to Rule 144A, to a person whom we reasonably believe
          after due inquiry is a QIB acting for its own account (and not for the
          account of others) or as a fiduciary or agent for others (which others
          also are QIBs) to whom notice is given that the resale, pledge,
          assignment or transfer is being made in reliance on Rule 144A, (iii)
          pursuant to an effective registration statement under the Securities
          Act or (iv) in a sale, pledge or other transfer made in a transaction
          otherwise exempt from the registration requirements of the Securities
          Act, in which case (A) the Owner Trustee will require that both the
          prospective transferor and the prospective transferee certify to the
          Owner Trustee and the Depositor in writing the facts surrounding such
          transfer, which certification shall be in form and substance
          satisfactory to the Owner Trustee and the Depositor and (B) the Owner
          Trustee will require a written opinion of counsel

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          (which will not be at the expense of the Depositor or the Owner
          Trustee) satisfactory to the Depositor and the Owner Trustee to the
          effect that such transfer will not violate the Securities Act, in each
          case in accordance with any applicable securities or "Blue Sky" laws
          of any state of the United States;

     d.   No Certificate will be acquired or held by any "employee benefit plan"
          subject to ERISA or a "plan" described by Section 4975(e)(1) of the
          Internal Revenue Code of 1986, as amended, or by any entity deemed to
          hold the assets of any of the foregoing by reason of an employee
          benefit plan's or other plan's investment in such entity. Each Person
          who acquires any Certificate or interest therein will certify that the
          foregoing conditions are satisfied.

     e.   We are aware that we (or any account for which we are purchasing) may
          be required to bear the economic risk of an investment in the
          Certificates for an indefinite period, and we (or such account) are
          able to bear such risk for an indefinite period;

     f.   We understand that the Certificates will bear legends substantially as
          set forth in Section 3.12 of the Trust Agreement;

     g.   If we are acquiring any Certificates for the account of one or more
          qualified institutional buyers, we represents that we have sole
          investment discretion with respect to each such account and that we
          have full power to make the foregoing acknowledgments, representations
          and agreements on behalf of each such account; and

     h.   We acknowledge that the Owner Trustee, the Depositor, and their
          Affiliates, and others will rely upon the truth and accuracy of the
          foregoing acknowledgments, representations and agreements;

     i.   We represent that the transfer is not being effected on or through (x)
          an "established securities market" within the meaning of Section
          7704(a)(1) of the Code, including without limitation, an
          over-the-counter market or an interdealer quotation system that
          regularly disseminates firm buy or sell quotations or (y) a "secondary
          market" or "substantial equivalent thereof" within the meaning of
          Section 7704(a)(2) of the Code and any proposed, temporary or final
          Treasury regulations thereunder; and

     j.   We represent that such transfer will not cause the Trust to be
          classified as a publicly traded partnership for U.S. federal income
          tax purposes, and such purchaser or transferee will not take any
          action, including any subsequent disposition of such Certificates or
          economic interest therein, that would cause the Trust to be treated as
          a publicly traded partnership for U.S. federal income tax purposes.

     k.   We are aware that no transfer of any Certificate (or any economic
          interest therein, including any contract described in Treasury
          Regulation Section 1.7704-1(a)(2)(i)(B)) shall be effective, and any
          such transfer (or purported transfer) shall

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          be void ab initio, if after such transfer (or purported transfer)
          there would be more than 50 Certificateholders or such transfer would
          otherwise cause the Trust to become a publicly traded partnership for
          U.S. federal income tax purposes.


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     You are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                        Very truly yours,


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


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