<PAGE>

                                                                     Exhibit 4.2

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                       M&I DEALER AUTO SECURITIZATION, LLC

                                     Seller,

                           M&I MARSHALL & ILSLEY BANK
                                    Servicer



                                       and



                     [____________________________________]

                                     Trustee

                            on behalf of the Holders

                        --------------------------------

                     FORM OF POOLING AND SERVICING AGREEMENT

                        --------------------------------

                         Dated as of ________ __, 200[_]

                       M&I AUTO RECEIVABLES [TRUST] 200_-_

                    ____% Asset Backed Certificates, Class A

                    ____% Asset Backed Certificates, Class B




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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
ARTICLE I.   DEFINITIONS ..................................................................................      1
                Section 1.1.   Definitions ................................................................      1
                Section 1.2.   Other Interpretative Provisions ............................................     19
                Section 1.3.   Calculations ...............................................................     19
                Section 1.4.   References .................................................................     19
                Section 1.5.   Action by or Consent of Holders ............................................     20

ARTICLE II.  THE TRUST PROPERTY ...........................................................................     20
                Section 2.1.   Conveyance of Trust Property ...............................................     20
                Section 2.2.   Representations and Warranties as to Each Receivable .......................     20
                Section 2.3.   Representations and Warranties as to the Receivables in the Aggregate ......     24
                Section 2.4.   Repurchase upon Breach .....................................................     24
                Section 2.5.   Custodian of Receivable Files ..............................................     25

ARTICLE III. ADMINISTRATION AND SERVICING OF TRUST PROPERTY ...............................................     28
                Section 3.1.   Duties of Servicer .........................................................     28
                Section 3.2.   Collection of Receivable Payments ..........................................     29
                Section 3.3.   Realization upon Receivables ...............................................     29
                Section 3.4.   Physical Damage Insurance ..................................................     30
                Section 3.5.   Maintenance of Security Interests in Financed Vehicles .....................     31
                Section 3.6.   Covenants of Servicer ......................................................     31
                Section 3.7.   Purchase by Servicer upon Breach ...........................................     31
                Section 3.8.   Servicing Fee ..............................................................     32
                Section 3.9.   Servicer's Report ..........................................................     32
                Section 3.10.  Annual Statement as to Compliance; Notice of Default .......................     33
                Section 3.11.  Annual Independent Certified Public Accountants' Report ....................     33
                Section 3.12.  Access to Certain Documentation and Information Regarding Receivables ......     34
                Section 3.13.  Reports to the Commission ..................................................     34
                Section 3.14.  Reports to the Rating Agency ...............................................     34
                Section 3.15.  Servicer Expenses ..........................................................     34
</TABLE>

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<TABLE>
<S>                                                                                                           <C>
ARTICLE IV.   DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO HOLDERS .......................................   34
                Section 4.1.   Establishment of Accounts ..................................................   34
                Section 4.2.   Collections ................................................................   35
                Section 4.3.   [Reserved] .................................................................   36
                Section 4.4.   Additional Deposits; Net Deposits ..........................................   36
                Section 4.5.   Distributions ..............................................................   37
                Section 4.6.   Reserve Account ............................................................   39
                Section 4.7.   Statements to Holders ......................................................   41

ARTICLE V.    THE CERTIFICATES ............................................................................   42
                Section 5.1.   The Certificates ...........................................................   42
                Section 5.2.   Authentication of Certificates .............................................   43
                Section 5.3.   Registration of Transfer and Exchange of Certificates ......................   43
                Section 5.4.   Mutilated, Destroyed, Lost or Stolen Certificates ..........................   44
                Section 5.5.   Persons Deemed Owners ......................................................   44
                Section 5.6.   Access to List of Holders' Names and Addresses .............................   44
                Section 5.7.   Maintenance of Office or Agency ............................................   44
                Section 5.8.   Book Entry Certificates ....................................................   44
                Section 5.9.   Notices to Clearing Agency .................................................   46
                Section 5.10.  Definitive Certificates ....................................................   46

ARTICLE VI.   SELLER ......................................................................................   46
                Section 6.1.   Representations and Warranties of Seller ...................................   46
                Section 6.4.   Merger or Consolidation of, or Assumption of the Obligations of, Seller ....   49
                Section 6.5.   Limitation on Liability of Seller and Others ...............................   49
                Section 6.6.   [RESERVED] .................................................................   49

ARTICLE VII.  SERVICER ....................................................................................   49
                Section 7.1.   Representations and Warranties of Servicer .................................   49
                Section 7.2.   Indemnities of Servicer ....................................................   51
                Section 7.3.   Merger or Consolidation of or Assumption of the Obligations of Servicer ....   52
                Section 7.4.   Limitation on Liability of Servicer and Others .............................   53
                Section 7.5.   M&I Bank Not To Resign as Servicer .........................................   53
                Section 7.6.   Servicer May Own Certificates ..............................................   54
                Section 7.7.   Existence ..................................................................   54

ARTICLE VIII. SERVICING TERMINATION .......................................................................   54
                Section 8.1.   Servicer Termination Events ................................................   54
                Section 8.2.   Trustee to Act; Appointment of Successor Servicer ..........................   56
                Section 8.3.   Effect of Servicing Transfer ...............................................   56
                Section 8.4.   Notification to Holders ....................................................   57
</TABLE>

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<TABLE>
<S>                                                                                                     <C>
                Section 8.5.   Waiver of Past Servicer Termination Events ...........................   57
                Section 8.6.   Transfer of Accounts .................................................   57

ARTICLE IX.  TRUSTEE ................................................................................   58
                Section 9.1.   Acceptance by Trustee ................................................   58
                Section 9.2.   Duties of Trustee ....................................................   58
                Section 9.3.   Trustee's Certificate ................................................   59
                Section 9.4.   Trustee's Assignment of Purchased Receivables ........................   60
                Section 9.5.   Certain Matters Affecting Trustee ....................................   60
                Section 9.6.   Trustee Not Liable for Certificates or Receivables ...................   62
                Section 9.7.   Trustee May Own Certificates .........................................   63
                Section 9.8.   Trustee's Fees and Expenses ..........................................   63
                Section 9.9.   Eligibility Requirements for Trustee .................................   63
                Section 9.10.  Resignation or Removal of Trustee ....................................   64
                Section 9.11.  Successor Trustee ....................................................   64
                Section 9.12.  Merger or Consolidation of or Assumption of Obligations of Trustee ...   65
                Section 9.13.  Appointment of Co-Trustee or Separate Trustee ........................   65
                Section 9.14.  Representations and Warranties of Trustee ............................   67
                Section 9.15.  Reports by Trustee ...................................................   68
                Section 9.16.  Tax Returns ..........................................................   68
                Section 9.17.  Trustee May Enforce Claims Without Possession of Certificates ........   68

ARTICLE X.   TERMINATION ............................................................................   68
                Section 10.1.  Termination of the Trust .............................................   68
                Section 10.2.  Optional Purchase of All Receivables .................................   69

ARTICLE XI.  MISCELLANEOUS PROVISIONS ...............................................................   70
                Section 11.1.  Amendment ............................................................   70
                Section 11.2.  Protection of Title to Trust Property ................................   71
                Section 11.3.  Limitation on Rights of Holders ......................................   73
                Section 11.4.  Governing Law ........................................................   74
                Section 11.5.  Notices ..............................................................   74
                Section 11.6.  Severability of Provisions ...........................................   75
                Section 11.7.  Assignment ...........................................................   75
                Section 11.8.  Certificates Nonassessable and Fully Paid ............................   75
                Section 11.9.  Intention of Parties .................................................   75
                Section 11.10. Counterparts .........................................................   75
                Section 11.11. Further Assurances ...................................................   75
                Section 11.12. No Waiver; Cumulative Remedies .......................................   76
</TABLE>

                                       iii

<PAGE>

                                    SCHEDULE

SCHEDULE A    LOCATION OF RECEIVABLE FILES


                                    EXHIBITS

EXHIBIT A   FORM OF CLASS A CERTIFICATE
EXHIBIT B   FORM OF CLASS B CERTIFICATE
EXHIBIT C   FORM OF SERVICER'S REPORT

                                       vi

<PAGE>

                  POOLING AND SERVICING AGREEMENT dated as of ____________,
200[_], between M&I DEALER AUTO SECURITIZATION, LLC, a Delaware limited
liability company, as Seller, M&I MARSHALL & ILSLEY BANK, a Wisconsin banking
association, as Servicer, and __________, a ______________________, as trustee
hereunder.

                  In consideration of the premises and of the mutual agreements
herein contained, and other good and valuable consideration, the receipt of
which is acknowledged, the parties hereto, intending to be legally bound, agree
as follows:

ARTICLE 1.        DEFINITIONS.

                  Section 1.1.  Definitions.  Whenever used in this Agreement,
the following capitalized words and phrases, unless the context otherwise
requires, have the following meanings:

                  "Accounts" means collectively the Collection Account, the
Class A Distribution Account, the Class B Distribution Account and the Payahead
Account.

                  "Account Property" means all amounts and investments held from
time to time in any Account or the Reserve Account, as the case may be (whether
in the form of deposit accounts, instruments, certificated securities, book
entry securities, uncertificated securities or otherwise), and all proceeds of
the foregoing.

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

                  "Acquired Receivable" means a Receivable acquired by M&I Bank
through a bulk purchase of Receivables or the acquisition of a financial
institution that owned the Receivable.

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



<PAGE>

                  "Administration Agreement" means the Administration Agreement
dated as of _______, 200[ ] by and between the Trust, M&I Bank, and the
Indenture Trustee is amended, restated and otherwise modified from time to time.

                  "Administrator" means M&I Bank in its capacity as
administrator of the Trust under the Administration Agreement.

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

                  "Agreement" means this Pooling and Servicing Agreement,
including its schedules and exhibits, as amended, modified or supplemented from
time to time.

                  "Authorized Officer" means any officer within the Corporate
Trust Office of Trustee, including any vice president, assistant vice president,
secretary, assistant secretary or any other officer of Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

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

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

                                       2

<PAGE>

Collection Period. "Available Principal" on any Distribution Date shall exclude
all payments and proceeds of any Receivables the Purchase Amount of which has
been distributed on a prior Distribution Date.

                  "Available Reserve Amount" is defined in Section 4.6.

                  "Basic Documents" means the Certificates, the Depository
Agreement and the underwriting agreement between Seller and the underwriter(s)
of the Certificates. The Basic Documents to be executed by any party are
referred to herein as "such party's Basic Documents", "its Basic Documents" or
by a similar expression.

                  "Book Entry Certificate" means beneficial interests in the
definitive Certificates described in Section 5.8, the ownership of which shall
be evidenced, and transfers of which shall be made, through book entries by a
Clearing Agency as described in Section 5.8.

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

                  "Certificate" means any Class A Certificate or Class B
Certificate.

                  "Certificate Owner" means, with respect to a Book Entry
Certificate, the Person who is the owner of such Book Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules, regulations and procedures of such
Clearing Agency).

                  "Certificate Register" means the register maintained by
Trustee for the registration of Certificates and of transfers and exchanges of
Certificates as provided in Section 5.3.

                  "Class A Certificate" means a certificate executed by Trustee
on behalf of the Trust and authenticated by Trustee substantially in the form of
Exhibit A.

                  "Class A Certificate Balance" means, at any time, the original
Class A Certificate Balance, as reduced by all amounts allocable to principal on
the Class A Certificates distributed to Class A Holders prior to such time.

                  "Class A Certificate Rate" means ____% per annum, calculated
on the basis of a 360-day year consisting of twelve 30-day months.

                                       3

<PAGE>

                  "Class A Distribution Account" means the account established,
maintained and designated as the "Class A Distribution Account" pursuant to
Section 4.1.

                  "Class A Holder" means the Person in whose name a Class A
Certificate is registered in the Certificate Register, except that, solely for
the purpose of giving any consent, request or waiver pursuant to this Agreement,
the interest evidenced by any Class A Certificate registered in the name of M&I
Bank, Servicer, or any Person actually known to an Authorized Officer of Trustee
to be an Affiliate, M&I Bank, or Servicer, shall not be taken into account in
determining whether the requisite percentage necessary to effect any such
consent, request or waiver shall have been obtained.

                  "Class A Interest Carryover Shortfall" means, (a) with respect
to the initial Distribution Date, zero, and (b) with respect to any other
Distribution Date, the excess of Class A Monthly Interest for the preceding
Distribution Date and any outstanding Class A Interest Carryover Shortfall on
such preceding Distribution Date, over the amount in respect of interest that is
actually deposited in the Class A Distribution Account on such preceding
Distribution Date, plus 30 days of interest on such excess, to the extent
permitted by law, in an amount equal to the product of one-twelfth multiplied by
the Class A Certificate Rate multiplied by the amount of such excess.

                  "Class A Interest Distributable Amount" means, with respect to
any Distribution Date, the sum of (a) the Class A Monthly Interest for such
Distribution Date and (b) the Class A Interest Carryover Shortfall for such
Distribution Date.

                  "Class A Monthly Interest" means, for any Distribution Date,
an amount equal to one-twelfth (or the actual number of days from and including
the Closing Date to but excluding _____________, 200_ divided by 360, for the
initial Distribution Date) of the Class A Certificate Rate multiplied by the
Class A Certificate Balance as of the close of business on the immediately
preceding Distribution Date, after giving effect to all payments of principal to
the Class A Certificates on or prior to such Distribution Date (or, in the case
of the first Distribution Date, the Original Class A Certificate Balance).

                  "Class A Monthly Principal" means, with respect to any
Distribution Date, the Class A Percentage of Available Principal for such
Distribution Date plus the Class A Percentage of Realized Losses with respect to
the related Collection Period.

                  "Class A Percentage" means _____%.

                  "Class A Pool Factor" means, with respect to any Distribution
Date, the Class A Certificate Balance as of the close of business on such
Distribution Date (after giving effect to any payments to be made on such
Distribution Date) divided by the Original Class A Certificate Balance,
expressed as a seven-digit decimal.

                                       4

<PAGE>

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

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

                  "Class B Certificate" means a certificate executed by Trustee
on behalf of the Trust and authenticated by Trustee substantially in the form of
Exhibit B.

                  "Class B Certificate Balance" means, at any time, the Original
Class B Certificate Balance, as reduced by all amounts allocable to principal on
the Class B Certificates distributed to Class B Holders prior to such time.

                  "Class B Certificate Owner" means, with respect to a Book
Entry Certificate representing a beneficial interest in the Class B
Certificates, the Person who is the owner of such Book Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant in accordance with the rules, regulations and procedures of such
Clearing Agency).

                  "Class B Certificate Rate" means ____% per annum, calculated
on the basis of a 360-day year consisting of twelve 30-day months.

                  "Class B Distribution Account" means the account established,
maintained and designated as the "Class B Distribution Account" pursuant to
Section 4.1.

                  "Class B Holder" means the Person in whose name a Class B
Certificate is registered in the Certificate Register, except that, solely for
the purpose of giving any consent, request or waiver pursuant to this Agreement,
the interest evidenced by any Class B Certificate registered in the name of M&I
Bank, Servicer, or any Person actually known to an Authorized Officer of Trustee
to be an Affiliate of M&I Bank or Servicer, shall not be taken into account in
determining whether the requisite percentage necessary to effect any such
consent, request or waiver shall have been obtained.

                                        5

<PAGE>

                  "Class B Interest Carryover Shortfall" means, (a) with respect
to the initial Distribution Date, zero, and (b) with respect to any other
Distribution Date, the excess of Class B Monthly Interest for the preceding
Distribution Date and any outstanding Class B Interest Carryover Shortfall on
such preceding Distribution Date, over the amount in respect of interest that is
actually deposited in the Class B Distribution Account on such preceding
Distribution Date, plus 30 days of interest on such excess, to the extent
permitted by law, in an amount equal to the product of one-twelfth multiplied by
the Class B Certificate Rate multiplied by the amount of such excess.

                  "Class B Interest Distributable Amount" means, with respect to
any Distribution Date, the sum of (a) the Class B Monthly Interest for such
Distribution Date and (b) the Class B Interest Carryover Shortfall for such
Distribution Date.

                  "Class B Monthly Interest" means, for any Distribution Date,
an amount equal to one-twelfth (or the actual number of days from and including
the Closing Date to but excluding __________, 200_ divided by 360, for the
initial Distribution Date) of the Class B Certificate Rate multiplied by the
Class B Certificate Balance as of the close of business on the immediately
preceding Distribution Date, after giving effect to all payments of principal to
the Class B Certificates on or prior to such Distribution Date (or, in the case
of the first Distribution Date, the Certificate Balance on the Closing Date).

                  "Class B Monthly Principal" means, with respect to any
Distribution Date, the Class B Percentage of Available Principal for such
Distribution Date plus the Class B Percentage of Realized Losses with respect to
the related Collection Period.

                  "Class B Percentage" means __%.

                  "Class B Pool Factor" means, with respect to any Distribution
Date, the Class B Certificate Balance as of the close of business on such
Distribution Date (after giving effect to any payments to be made on such
Distribution Date) divided by the Original Class B Certificate Balance,
expressed as a seven-digit decimal.

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

                  "Class B Principal Distributable Amount" means, with respect
to any Distribution Date, the sum of Class B Monthly Principal for such
Distribution Date and, in the case of any Distribution Date other than the
initial Distribution Date, the Class B Principal Carryover Shortfall as of the
close of business on the preceding Distribution Date; provided that the Class B
Principal Distributable Amount shall not exceed the Class B Certificate Balance
prior to such

                                       6

<PAGE>

Distribution Date. In addition, on the Final Scheduled Distribution Date, the
Class B Principal Distributable Amount shall include, to the extent not included
under the preceding sentence, the amount that is necessary (after giving effect
to the other amounts to be deposited in the Class B Distribution Account on such
Distribution Date and allocable to principal) to reduce the Class B Certificate
Balance to zero.

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

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

     "Closing Date" means the date of the initial issuance of the Certificates
hereunder.

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

     "Collection Account" means the segregated account or accounts established,
maintained and designated as the "Collection Account" pursuant to Section 4.1.

     "Collection Period" means, (a) in the case of the initial Collection
Period, the period from [but not including] the Cutoff Date to and including
___________ __, 200[_] and (b) thereafter, each calendar month during the term
of this Pooling and Servicing Agreement. With respect to any Determination Date,
Deposit Date or Distribution Date, the "related Collection Period" means the
Collection Period preceding the month in which such Determination Date, Deposit
Date or Distribution Date occurs.

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

     "Commission" means the Securities and Exchange Commission.

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

     "Corporate Trust Office" means the principal office of Trustee at which at
any particular time its corporate trust business shall be administered, which
office at date of execution of this Agreement is located at ____________,
Attention: ______________, Telephone: _______________, Facsimile:
________________ or at such other address as Trustee may designate from time to
time by notice to the Holders, M&I Bank, Seller and

                                       7

<PAGE>

Servicer, or the principal corporate trust office of any successor Trustee (the
address of which the successor Trustee will notify the Holders, M&I Bank, Seller
and Servicer).

     "Custodian" means Servicer in its capacity as agent of the Trustee, as
custodian of the Receivable Files and M&I Bank acting as agent for Servicer for
the purpose of maintaining custody of the Receivables Files.

     "Cutoff Date" means the [opening] of business on ___________ __, 200__.

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

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

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

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

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

     "Definitive Certificates" is defined in Section 5.8.

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

          (i) with respect to bankers' acceptances, commercial paper, negotiable
     certificates of deposit and other obligations that constitute "instruments"
     within the meaning ofSection 9-102(47) of the UCC and are susceptible of
     physical delivery, transfer thereof to Trustee or its nominee or custodian
     by physical delivery to Trustee or its nominee or custodian endorsed to, or
     registered in the

                                       8

<PAGE>

          name of, Trustee or its nominee or custodian or endorsed in blank,
          and, with respect to a "certificated security" (as defined in Section
          8-102 of the UCC) transfer thereof (i) by delivery of such
          certificated security endorsed to, or registered in the name of,
          Trustee or its nominee or custodian or endorsed in blank to a
          "financial intermediary" (as defined in Section 8-313 of the UCC) and
          the making by such financial intermediary of entries on its books and
          records identifying such certificated securities as belonging to
          Trustee or its nominee or custodian and the sending by such financial
          intermediary of a confirmation of the purchase of such certificated
          security by Trustee or its nominee or custodian, or (ii) by delivery
          thereof to a "clearing corporation" (as defined in Section 8-102(3) of
          the UCC) and the making by such clearing corporation of appropriate
          entries on its books reducing the appropriate securities account of
          M&I Bank and increasing the appropriate securities account of a
          financial intermediary by the amount of such certificated security,
          the identification by the clearing corporation of the certificated
          securities for the sole and exclusive account of the financial
          intermediary, the maintenance of such certificated securities by such
          clearing corporation or a "custodian bank" (as defined in Section
          8-102(4) of the UCC) or the nominee of either subject to the clearing
          corporation's exclusive control, the sending of a confirmation by the
          financial intermediary of the purchase by Trustee or its nominee or
          custodian of such securities and the making by such financial
          intermediary of entries on its books and records identifying such
          certificated securities as belonging to Trustee or its nominee or
          custodian (all of the foregoing, "Physical Property"), and, in any
          event, any such Physical Property in registered form shall be in the
          name of Trustee or its nominee or custodian; and such additional or
          alternative procedures as may hereafter become appropriate to effect
          the complete transfer of ownership of any such Account Property to
          Trustee or its nominee or custodian, consistent with changes in
          applicable law or regulations or the interpretation thereof;


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

                                       9

<PAGE>

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

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

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

     "Depository Agreement" means the agreement among Seller, Servicer, Trustee
and the initial Clearing Agency, dated the Closing Date.

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

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

     "Distribution Date" means the _____ day of each month (or, if the ___ day
is not a Business Day, the next succeeding Business Day), commencing _______ __,
200[_]_.

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

     "Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as the long-term
unsecured debt of such depository institution shall have a credit rating from
each Rating Agency in one of its generic rating categories which signifies
investment grade. Any such accounts (other than the Reserve Account) may be
maintained with [______________], or any of its

                                       10

<PAGE>

Affiliates, if such accounts meet the requirements described in clause (a) of
the preceding sentence.

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

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

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

          (ii)  demand deposits, time deposits or certificates of deposit of any
     depository institution (including any Affiliate of M&I Bank Seller, Trustee
     or any Affiliate of the Trustee) or trust company incorporated under the
     laws of the United States of America or any state thereof or the District
     of Columbia (or any domestic branch of a foreign bank) and subject to
     supervision and examination by Federal or state banking or depository
     institution authorities (including depository receipts issued by any such
     institution or trust company as custodian with respect to any obligation
     referred to in clause (a) above or a portion of such obligation for the
     benefit of the holders of such depository receipts); provided that at the
     time of the investment or contractual commitment to invest therein (which
     shall be deemed to be made again each time funds are reinvested following
     each Distribution Date), the commercial paper or other short-term senior
     unsecured debt obligations (other than such obligations the rating of which
     is based on the credit of a Person other than such depository institution
     or trust company) of such depository institution or trust company shall
     have a credit rating from S&P of A-1+ and from Moody's of P-1;

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

                                       11

<PAGE>

               (iv) investments in money market funds (including funds for which
          Trustee or any of its Affiliates or any of Seller's or Transferor's
          Affiliates is investment manager or advisor) having a rating from S&P
          of AAA-m or AAAm-G and from Moody's of Aaa;

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


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

               (vi) any other investment with respect to which each Rating
          Agency has provided written notice that such investment would not
          cause such Rating Agency to downgrade or withdraw its then current
          rating on the Class A Certificates or the Class B Certificates.

          "Eligible Servicer" means a Person which, at the time of its
appointment as Servicer, (a) has a net worth of not less than $50,000,000, (b)
is servicing a portfolio of motor vehicle retail installment sales contracts
and/or motor vehicle loans, (c) is legally qualified, and has the capacity, to
service the Receivables, (d) has demonstrated the ability to service a portfolio
of motor vehicle loans similar to the Receivables professionally and competently
in accordance with standards of skill and care that are consistent with prudent
industry standards, and (e) is qualified and entitled to use pursuant to a
license or other written agreement, and agrees to maintain the confidentiality
of, the software which Servicer uses in connection with performing its duties
and responsibilities under this Agreement or obtains rights to use, or develops
at its own expense, software which is adequate to perform its duties and
responsibilities under this Agreement.

          "ERISA" means the Employment Retirement Income Security Act of 1974.

          "Exchange Act" means the Securities Exchange Act of 1934.

          "Final Scheduled Distribution Date" means the _______ __ Distribution
Date.

          "Final Scheduled Maturity Date" means the last day of the Collection
Period immediately preceding the Collection Period during which the Final
Scheduled Distribution Date falls.

                                       12

<PAGE>

          "Financed Vehicle" means, with respect to a Receivable, the Motor
Vehicle, together with all accessories and accessions thereto, securing or
purporting to secure the indebtedness under such Receivable.

          "Fitch" means Fitch Investors Service, L.P., or its successor.

          "GAAP" is defined in Section 11.1(c).

          "Holder" means the Person in whose name a Certificate is registered in
the Certificate Register, except that, solely for the purpose of giving any
consent, request or waiver pursuant to this Agreement, the interest evidenced by
any Certificate registered in the name of M&I Bank, Servicer or any Person
actually known to an Authorized Officer of Trustee to be an Affiliate of M&I
Bank or Servicer, shall not be taken into account in determining whether the
requisite percentage necessary to effect any such consent, request or waiver
shall have been obtained.

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

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

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

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

          "M&I Bank" means M&I Marshall & Ilsley Bank, a Wisconsin banking
association.

                                       13

<PAGE>

          "Majority Holders" means Holders of Certificates evidencing not less
than a majority of the aggregate outstanding principal balance of the Class A
Certificates and the Class B Certificates taken together as a single class.

          "Minimum Specified Reserve Balance" with respect to any Distribution
Date means the lesser of (i) $______ and (ii) the aggregate outstanding Class A
Certificate Balance and Class B Certificate Balance (after giving effect to any
distributions on the Certificates on such Distribution Date).

          "Moody's" means Moody's Investors Service, Inc.

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

          "Motor Vehicle Loan" means a Direct Loan or retail installment sales
contract secured by a Motor Vehicle originated by M&I Bank or another financial
institution.

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

          "Officer's Certificate" means a certificate signed by the chairman,
the president, any vice president or the treasurer of M&I Bank or Servicer, as
the case may be, and delivered to Trustee.

          "Opinion of Counsel" means a written opinion of counsel (who may be an
employee of M&I Bank or Servicer or any of their Affiliates) reasonably
acceptable in form to Trustee.

          "Original Certificate Balance" means the sum of the Original Class A
Certificate Balance and the Original Class B Certificate Balance.

          "Original Class A Certificate Balance" means $_________.

          "Original Class B Certificate Balance" means $_________.

          "Original Pool Balance" means the Pool Balance as of the Cutoff Date.

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

          "Payaheads" means early payments by or on behalf of Obligors on
Precomputed Receivables which, in accordance with the Servicer's customary
practices, do not constitute

                                       14

<PAGE>

scheduled payments or full prepayments and are applied to principal and interest
in a subsequent period.

          "Payahead Account" means the account designated as such, established
and maintained pursuant to Section 4.1.

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

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

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

          "Pool Factor" means, with respect to any Collection Period, the Pool
Balance as of the last day of such Collection Period divided by the Original
Pool Balance, expressed as a seven-digit decimal.

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

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

          "Purchase Agreement" means the Purchase Agreement dated as of ________
__, 200_ by and between M&I Bank and the Seller, as amended, restated or
otherwise modified from time to time.

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

                                       15

<PAGE>

          "Purchased Receivable" means, at any time, a Motor Vehicle Loan
included in the Schedule of Receivables as to which payment of the Purchase
Amount has previously been made by M&I Bank or Servicer pursuant to this
Agreement.

          "Rating Agencies" means Moody's, S&P and Fitch.

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

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

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

          "Receivable File" is defined in Section 2.5.

          "Record Date" means, subject to Section 1.4, with respect to any
Distribution Date, the last day of the related Collection Period.

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

          "Reserve Account" means the account established, maintained and
designated as the "Reserve Account" pursuant to Section 4.6.

          "Reserve Account Initial Deposit" means cash or Eligible Investments
having a value of at least $____________.

          "Reserve Account Property" is defined in Section 4.6.

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

                                       16

<PAGE>

Receivable and the denominator of which is the sum of all such numbers of
payments to be made until the maturity of such Receivable.

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

                  "Schedule of Receivables" means, with respect to the Motor
Vehicle Loans to be conveyed to Seller by M&I Bank and to Trustee by Seller, the
list identifying such retail Motor Vehicle Loans delivered to Trustee on the
Closing Date.

                  "Securities Intermediary" is defined in Section 4.6 of this
Agreement.

                  "Seller" means M&I Dealer Auto Securitization, LLC, in its
capacity as seller of the Receivables to the Trust under this Agreement, or any
successor pursuant to Section 6.3.

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

                  "Servicer" means M&I Bank, in its capacity as servicer of the
Receivables under this Agreement, any successor pursuant to Section 7.3 or any
successor Servicer appointed and acting pursuant to Section 8.2.

                  "Servicer Termination Event" means an event specified in
Section 8.1.

                  "Servicer's Report" is defined in Section 3.9.

                  "Servicing Fee" means, with respect to any Distribution Date,
an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate,
multiplied by (b) the Pool Balance as of the beginning of the first day of the
preceding Collection Period.

                  "Servicing Fee Rate" shall be ___% per annum, calculated on
the basis of a 360-day year consisting of twelve 30-day months.

                  "Servicing Officer" means any individual involved in, or
responsible for, the administration and servicing of the Receivables, whose name
appears on a list of servicing officers attached to an Officer's Certificate
furnished to Trustee by Servicer, as such list may be amended from time to time
by Servicer in writing.

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

                                       17

<PAGE>

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

                  "Specified Reserve Account Balance" means, for any
Distribution Date, the greater of (a) ___% of the sum of the Class A Certificate
Balance plus the Class B Certificate Balance on such Distribution Date (after
giving effect to all payments on the Certificates to be made on or prior to such
Distribution Date), and (b) the Minimum Specified Reserve Balance as of such
Distribution Date.

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

                  "Supplemental Servicing Fee" is defined in Section 3.8.

                  "Trust" means the trust created by this Agreement, which shall
be known as M&I Auto Receivables Trust 200__-__.

                  "Trustee" means _________, a ___________, as Trustee under
this Agreement and any successor Trustee appointed and acting pursuant to this
Agreement.

                  "Trust Property" means:

                        (i)     all right, title and interest of Seller in and
                  to the Receivables, and all moneys received thereon [on or]
                  after the Cutoff Date;

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

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

                                       18

<PAGE>

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

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

                        (vi)    all right, title and interest in all funds on
                  deposit from time to time in the Collection Account, the
                  Payahead Account, the Class A Distribution Account and the
                  Class B Distribution Account (including the Account Property
                  related thereto) and in all investments and proceeds thereof
                  (but excluding all investment income thereon);

                        (vii)   all right, title and interest of Seller under
                  each Purchase Agreement, including the right of Seller to
                  cause M&I Bank to repurchase Receivables from Seller;

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

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

Notwithstanding anything to the contrary contained herein, the Trust Property
shall not include, and the Trust shall not have any right to, the Reserve
Account or any funds actually or deemed to be deposited in such account or any
investments therein.

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

                  Section 0.1. Other Interpretative Provisions. For purposes of
this Agreement, unless the context otherwise requires: (a) accounting terms not
otherwise defined in this Agreement, and accounting terms partly defined in this
Agreement to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles; (b) terms defined in
Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise
defined in this Agreement are used as defined in that Article; (c) the words
"hereof," "herein" and "hereunder" and words of similar import refer to this
Agreement as a whole and not to any particular provision of this Agreement; (d)
references to any Article, Section, Schedule, Appendix or Exhibit are references
to Articles, Sections, Schedules, Appendices and Exhibits in

                                       19

<PAGE>

or to this Agreement and references to any paragraph, subsection, clause or
other subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (e) the
term "including" means "including without limitation"; (f) except as otherwise
expressly provided herein, references to any law or regulation refer to that law
or regulation as amended from time to time and include any successor law or
regulation; (g) references to any Person include that Person's successors and
assigns; and (h) headings are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

                  Section 0.2.  Calculations. All calculations of the amount of
interest accrued on the Certificates during any Collection Period and all
calculations of the amount of the Servicing Fee payable with respect to a
Collection Period shall be made on the basis of a 360-day year consisting of
twelve 30-day months.

                  Section 0.3.  References. All references to the Record Date
prior to the first Record Date in the life of the Trust shall be to the Closing
Date. All references to the first day of a Collection Period shall refer to the
opening of business on such day. All references to the last day of a Collection
Period shall refer to the close of business on such day. All references herein
to the close of business means the close of business, Milwaukee, Wisconsin time.

                  Section 0.4.  Action by or Consent of Holders. Whenever any
provision of this Agreement refers to action to be taken, or consented to, by
Holders, such provision shall be deemed to refer to Holders of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or consented to, by Holders.

ARTICLE I.        THE TRUST PROPERTY.

                  Section 1.1.  Conveyance of Trust Property. In consideration
of Trustee's delivery to Seller or its designee of authenticated Certificates,
in authorized denominations, in an aggregate amount equal to the Original
Certificate Balance, Seller hereby sells, transfers, assigns and conveys to
Trustee, upon the terms and conditions hereof, in trust for the benefit of the
Holders, the Trust Property, without recourse (except to the extent of the
Servicer's obligations under this Agreement and the Basic Documents). The sale,
transfer, assignment, setting over and conveyance made hereunder shall not
constitute and is not intended to result in an assumption by Trustee, any Holder
or any Certificate Owner of any obligation of M&I Bank to the Obligors, the
Dealers or any other Person in connection with the Receivables and the other
Trust Property or any agreement, document or instrument related thereto.

                  Section 1.2.  Representations and Warranties as to Each
Receivable. The Seller hereby makes the following representations and warranties
as to each Receivable on which Trustee shall rely in accepting the Trust
Property in trust and authenticating the Certificates. Unless otherwise
indicated, such representations and warranties shall speak as of the Closing

                                       20

<PAGE>

Date, but shall survive the sale, transfer and assignment of the Receivables and
the other Trust Property to the Trust.

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

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

                                       21

<PAGE>

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

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

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


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

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

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

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

                                       22

<PAGE>

              time, or both, would constitute a default, breach, violation or
              event permitting acceleration under the terms of the Receivable
              has arisen.

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

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

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

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

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

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

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

                                       23

<PAGE>

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

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

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

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


              Section 1.3. Representations and Warranties as to the Receivables
in the Aggregate. The Servicer hereby makes the following representations and
warranties as to the Receivables on which Trustee shall rely in accepting the
Trust Property in trust and authenticating the Certificates. Unless otherwise
indicated, such representations and warranties shall speak as of the Closing
Date, but shall survive the sale, transfer and assignment of the Receivables and
the other Trust Property to the Trust.

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

                     (ii)   Aggregate Characteristics. The Receivables had the
              following characteristics in the aggregate as of the Cutoff Date:
              (i) approximately ____% of the Original Pool Balance was
              attributable to loans for purchases of new Financed Vehicles, and
              approximately ____% of the Original Pool Balance was attributable
              to loans for purchases of used Financed Vehicles; (ii)
              approximately ____% of the Original Pool Balance was attributable
              to Receivables the mailing addresses of the Obligors with respect
              to which are located in the State of ________ and ____% of the
              Original Pool Balance was attributable to Receivables the mailing
              addresses of the Obligors with respect to which are located in the
              State of _____, ____% in the State of _______, ____% in the State
              of ______, and ____% in the State of ______, and no other state
              accounts for more than ____% of the Original Pool

                                       24

<PAGE>

              Balance; (iii) the weighted average Contract Rate of the
              Receivables was _____%; (iv) there are _____ Receivables being
              conveyed by Seller to Issuer; (v) the average Cutoff Date
              Principal Balance of the Receivables was $______; and (vi) the
              weighted average original term and weighted average remaining term
              of the Receivables were _____ months and _____ months,
              respectively.

              Section 1.4. Repurchase upon Breach. Seller, Servicer or Trustee,
as the case may be, shall inform the other parties to this Agreement promptly,
in writing, upon the discovery of any breach or failure to be true of the
representations or warranties made by the Servicer in Section 2.2, provided that
the failure to give such notice shall not affect any obligation of the Servicer.
If the breach or failure shall not have been cured by the last day of the
Collection Period which includes the 60th day (or if the Servicer elects, the
30th day) after the date on which the Servicer becomes aware of, or receives
written notice from Trustee or Servicer of, such breach or failure, and such
breach or failure materially and adversely affects the interests of Trustee and
the Holders in any Receivable, the Servicer shall purchase each such affected
Receivable from Trustee as of such last day of such Collection Period at a
purchase price equal to the Purchase Amount for such Receivable as of such last
day of such Collection Period. Notwithstanding the foregoing, any such breach or
failure with respect to the representations and warranties contained in Section
2.2 will not be deemed to have such a material and adverse effect with respect
to a Receivable if the facts resulting in such breach or failure do not affect
the ability of the Trust to receive and retain payment in full on such
Receivable. In consideration of the repurchase of a Receivable hereunder, the
Servicer shall remit the Purchase Amount of such Receivable, no later than the
close of business on the next Deposit Date, in the manner specified in Section
4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a
breach or failure to be true of the representations or warranties made by the
Servicer pursuant to Section 2.2 shall be to require the Servicer to purchase
Receivables pursuant to this Section.

              Section 1.5. Custodian of Receivable Files. (a) Custody. To assure
uniform quality in servicing the Receivables and to reduce administrative costs,
Trustee, upon the execution and delivery of this Agreement, revocably appoints
the Custodian, as agent, and the Custodian accepts such appointment, to act as
agent on behalf of Trustee to maintain custody of the following documents or
instruments, which are hereby constructively delivered to Trustee with respect
to each Receivable (collectively, a "Receivable File"):

                            (i)    the fully executed original of the
                            Receivable;

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

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

                            (iv)   the original certificate of title, or such
                            other documents as M&I Bank, as appropriate, keeps
                            on file, in accordance with its customary

                                       25

<PAGE>

                     procedures, evidencing the security interest of M&I Bank in
                     the Financed Vehicle;

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

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

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

                     (ii)   Maintenance of and Access to Records. The Custodian
              shall maintain each Receivable File at the location specified in
              Schedule A to this Agreement, or at such other office of the
              Custodian within the United States (or, in the case of any
              successor Custodian, within the State in which its principal place
              of business is located) as shall be specified to Trustee by 30
              days' prior written notice. Upon Trustee's reasonable request, the
              Custodian shall make available to Trustee or its agents (or, when
              requested in writing by Trustee, to its attorneys or auditors) the
              Receivable Files and the related accounts, records and computer
              systems maintained by the Custodian at such times during the
              normal

                                       26

<PAGE>

          business hours of the Custodian for purposes of inspecting, auditing
          or making copies or abstracts of the same.

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

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

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

               (vi)  Custodian's Indemnification. Custodian shall indemnify and
          hold harmless Trustee, its officers, directors, employees and agents
          and the Holders from and against any and all liabilities, obligations,
          losses, compensatory damages, payments, costs or expenses (including
          legal fees if any) of any kind whatsoever that may be imposed on,
          incurred or asserted against Trustee or the Holders as the result of
          any act or omission of Custodian relating to the maintenance and
          custody of the Receivable Files; provided that the Custodian shall not
          be liable hereunder to the extent that such liabilities, obligations,
          losses, compensatory damages, payments, costs or expenses result from
          the willful misfeasance, bad faith or negligence of Trustee.
          Indemnification under this Section 2.5(g) shall include reasonable
          fees and expenses of counsel and expenses of litigation and shall
          survive termination of this Agreement and the resignation or removal
          of Trustee. If Custodian shall have made any indemnity payments to
          Trustee pursuant to this Section and Trustee thereafter shall collect
          any of such amounts from Persons other than Custodian, Trustee shall
          immediately upon receipt thereof repay such amounts to Custodian,
          without interest.

                                       27

<PAGE>

               (vii)  Effective Period and Termination. Servicer's appointment
          as Custodian shall become effective as of the Cutoff Date and shall
          continue in full force and effect until terminated pursuant to this
          subsection (h). If Servicer shall resign as Servicer in accordance
          with Section 7.5 or if all of the rights and obligations of Servicer
          shall have been terminated under Section 8.1, the appointment of
          Servicer as Custodian hereunder may be terminated by Trustee or by the
          Majority Holders, in the same manner as Trustee or such Holders may
          terminate the rights and obligations of Servicer under Section 8.1.
          Trustee may terminate Servicer's appointment as Custodian hereunder at
          any time with cause, or with 30 days' prior written notice without
          cause, upon written notification to Servicer. As soon as practicable
          after any termination of such appointment Servicer shall deliver, or
          cause to be delivered, the Receivable Files to Trustee, Trustee's
          agent or Trustee's designee at such place or places as Trustee may
          reasonably designate. Notwithstanding any termination of Servicer as
          Custodian hereunder (other than in connection with a termination
          resulting from the termination of Servicer, as such, pursuant to
          Section 8.1), from and after the date of such termination, and for so
          long as Servicer is acting as such pursuant to this Agreement, Trustee
          shall provide, or cause the successor Custodian to provide, access to
          the Receivable Files to Servicer, at such times as Servicer shall
          reasonably request, for the purpose of carrying out its duties and
          responsibilities with respect to the servicing of the Receivables
          hereunder.

               (viii) Delegation. Custodian may, at any time without notice or
          consent, delegate any or all of its duties to M&I Bank; provided that
          no such delegation shall relieve Custodian of its responsibility with
          respect to such duties and Custodian shall remain obligated and liable
          to Trustee and the Holders for its duties hereunder as if Custodian
          alone were performing such duties.

ARTICLE II.   ADMINISTRATION AND SERVICING OF TRUST PROPERTY.

          Section 2.1. Duties of Servicer. (1) Servicer is hereby authorized to
act as agent for the Trust and in such capacity shall manage, service,
administer and make collections on the Receivables (other than Purchased
Receivables), and perform the other actions required by Servicer under this
Agreement, with reasonable care. Without limiting the standard set forth in the
preceding sentence, Servicer shall use a degree of skill, attention and care
that is not less than Servicer exercises with respect to comparable Motor
Vehicle Loans that it services for itself or others and that is consistent with
prudent industry standards. Servicer's duties shall include the collection and
posting of all payments, responding to inquiries by obligors on the Receivables,
or by federal, state or local governmental authorities, investigating
delinquencies, sending payment coupons or monthly invoices to Obligors,
reporting required tax information to Obligors, accounting for Collections,
monitoring the status of Physical Damage Insurance Policies with respect to the
Financed Vehicles as provided in Section 3.4(a), furnishing monthly and annual

                                       28

<PAGE>

statements to Trustee with respect to distributions, providing collection and
repossession services in the event of Obligor default and performing the other
duties specified herein.

          In accordance with its customary servicing procedures, Servicer shall
also administer and enforce all rights and responsibilities of the holder of the
Receivables provided for in the Physical Damage Insurance Policies as provided
in Section 3.4(b) and the Dealer Agreements. Without limiting the generality of
the foregoing, Servicer is hereby authorized and empowered by Trustee to execute
and deliver, on behalf of itself, the Trust, Trustee and the Holders, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments, with respect to the
Receivables or to the Financed vehicles, all in accordance with this Agreement;
provided that notwithstanding the foregoing, Servicer shall not, except pursuant
to an order from a court of competent jurisdiction, release an Obligor from
payment of any unpaid amount under any Receivable or waive the right to collect
the unpaid balance of any Receivable from the Obligor, except in connection with
a de minimis deficiency which Servicer would not attempt to collect in
accordance with its customary procedures. If Servicer shall commence a legal
proceeding to enforce a Receivable, Trustee shall thereupon be deemed to have
automatically assigned such Receivable to Servicer, which assignment shall be
solely for purposes of collection. Trustee shall furnish Servicer with any
powers of attorney and other documents or instruments necessary or appropriate
to enable Servicer to carry out its servicing and administrative duties
hereunder.

               (ii)  Servicer may, at any time without notice (except that
          Servicer shall give written notice to each Rating Agency of any
          delegation outside the ordinary course of business of the substantial
          portion of its servicing business) or consent, delegate specific
          duties to subcontractors who are in the business of performing such
          duties; provided that no such delegation shall relieve Servicer of its
          responsibility with respect to such duties and Servicer shall remain
          obligated and liable to Trustee and the Holders for servicing and
          administering the Receivables in accordance with this Agreement as if
          Servicer alone were performing such duties.

          Section 2.2. Collection of Receivable Payments. (1) Servicer shall
make reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due, and
otherwise act with respect to the Receivables, the Physical Damage Insurance
Policies, the Dealer Agreements and the other Trust Property in such manner as
will, in the reasonable judgment of Servicer, maximize the amount to be received
by the Trust with respect thereto, in accordance with the standard of care
required by Section 3.1. Servicer shall be entitled to amend or modify any
Receivable in accordance with its customary procedures if Servicer believes in
good faith that such amendment or modification is in the best interests of the
Trust; provided that Servicer may not, unless ordered by a court of competent
jurisdiction or otherwise required by applicable law, (i) extend a Receivable
beyond the Final Scheduled Maturity Date, or (ii) reduce the Principal Balance
or Contract Rate of any Receivable. If Servicer fails to comply with the
provisions of the preceding sentence, Servicer

                                       29

<PAGE>

shall be required to purchase the Receivable or Receivables affected thereby,
for the Purchase Amount, in the manner specified in Section 4.7 as of the close
of business for the Collection Period in which such failure occurs. Servicer
may, in its discretion (in accordance with its customary standards, policies and
procedures), waive any prepayment charge, late payment charge, extension fee or
any other fee that may be collected in the ordinary course of servicing a
Receivable.

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

          Section 2.3. Realization upon Receivables. On behalf of the Trust,
Servicer shall charge off a Receivable as a Defaulted Receivable in accordance
with its customary standards (and, in no event later than ___ days after a
Receivable shall have become delinquent) and shall use reasonable efforts to
repossess and liquidate the Financed Vehicle securing any Defaulted Receivable
as soon as feasible after default, in accordance with the standard of care
required by Section 3.1. In taking such action, Servicer shall follow such
customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of Motor Vehicle Loans, and as are otherwise
consistent with the standard of care required under Section 3.1, which shall
include exercising any rights under the Dealer Agreements and selling the
Financed Vehicle at public or private sale. Servicer shall be entitled to
recover all reasonable expenses incurred by it in the course of repossessing and
liquidating a Financed Vehicle into cash proceeds or pursuing any deficiency
claim against the related Obligor, but only out of the cash proceeds of such
Financed Vehicle or any deficiency obtained from the Obligor. The foregoing
shall be subject to the provision that, in any case in which a Financed Vehicle
shall have suffered damage, Servicer shall not expend funds in connection with
the repair or the repossession of such Financed Vehicle unless it shall
determine in its discretion that such repair and/or repossession will increase
the Liquidation Proceeds of the related Receivable by an amount equal to or
greater than the amount of such expenses.

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

                                       30

<PAGE>

          Section 2.4. Physical Damage Insurance. (1) The Receivables require
that each Financed Vehicle be insured under a Physical Damage Insurance Policy.
Servicer shall monitor or cause to be monitored, the status of such physical
damage insurance coverage to the extent consistent with its customary servicing
procedures. If Servicer shall determine that an Obligor has failed to obtain or
maintain a Physical Damage Insurance Policy covering the related Financed
Vehicle, Servicer shall use its reasonable efforts to enforce the rights of the
holder of the Receivable under the Receivable to require the Obligor to obtain
such physical damage insurance, provided that Servicer shall not be required to
take such actions if there is in place a lender's single interest policy with
respect to the related Financed Vehicle that complies with Servicer's customary
requirements. It is understood that Servicer will not "force-place" any Physical
Damage Insurance Policy on any Financed Vehicle.

               (ii)   Servicer may sue to enforce or collect upon the Physical
          Damage Insurance Policies, in its own name, if possible, or as agent
          for the Trust. If Servicer elects to commence a legal proceeding to
          enforce a Physical Damage Insurance Policy, the act of commencement
          shall be deemed to be an automatic assignment of the rights of the
          Trust under such Physical Damage Insurance Policy to Servicer for
          purposes of collection only. If, however, in any enforcement suit or
          legal proceeding it is held that Servicer may not enforce a Physical
          Damage Insurance Policy on the grounds that it is not a real party in
          interest or a holder entitled to enforce the Physical Damage Insurance
          Policy, Trustee, on behalf of the Trust, at Servicer's expense, shall
          take such steps as Servicer deems necessary to enforce such Physical
          Damage Insurance Policy, including bringing suit in its name or the
          name of Trustee for the benefit of the Holders. Servicer shall make
          all claims and enforce its rights under any lender's single interest
          insurance policy (to the extent such claims or rights relate to
          Receivables) for the benefit of the Trust and shall treat as
          Collections all related proceeds of such policies.

          Section 2.5. Maintenance of Security Interests in Financed Vehicles.
Servicer, in accordance with the standard of care required under Section 3.1,
shall take such reasonable steps as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle for
the benefit of the Trust. Trustee, on behalf of the Trust, hereby authorizes
Servicer, and Servicer hereby agrees, to take such reasonable steps as are
necessary to re-perfect such security interest on behalf of the Trust in the
event Servicer receives notice of the relocation of a Financed Vehicle. If there
has been a Servicer Termination Event, upon the request of Trustee, Servicer, at
its expense, shall promptly and duly execute and deliver such documents and
instruments, and take such other reasonable actions as may be necessary, as
evidenced by an Opinion of Counsel delivered to Trustee to perfect the Trust's
interest in the Trust Property against all other Persons, including the delivery
of the Receivables and the Receivable Files to Trustee, its agent, or its
designee, the endorsement and delivery of the Physical Damage Insurance Policies
or the notification of the insurers thereunder, the execution of transfer
instruments, and the endorsement to Trustee and the delivery of the certificates
of title

                                       31

<PAGE>

to the Financed Vehicles to the appropriate department or departments of motor
vehicles (or other appropriate governmental agency).

          Section 3.6. Covenants of Servicer. Servicer makes the following
covenants on which Trustee relies in accepting the Trust Property in trust and
in executing and authenticating the Certificates:

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

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

               (iii)  Amendments. Servicer shall not amend or otherwise modify
          any Receivable (including the grant of any extension thereunder),
          except in accordance with Section 3.2.

          Section 2.7. Purchase by Servicer upon Breach. Seller, Servicer or
Trustee, as the case may be, shall inform the other parties promptly, in
writing, upon the discovery of any breach by Servicer of its covenants under
Section 3.5 or 3.6; provided that the failure to give such notice shall not
affect any obligation of Servicer. Unless the breach shall have been cured by
the last day of the Collection Period which includes the 60th day (or the 30th
day, if Servicer so elects) after the date on which Servicer becomes aware of,
or receives written notice of, such breach, and such breach or failure
materially and adversely affects the interests of Trustee and the Holders in any
Receivable, Servicer shall purchase such Receivable from Trustee as of the last
day of the Collection Period at a purchase price equal to the Purchase Amount
for such Receivable as of the last day of such Collection Period; provided that
in the case of a breach of the covenant contained in Section 3.6(c), Servicer
shall be obligated to purchase the affected Receivable or Receivables on the
Deposit Date immediately succeeding the Collection Period during which Servicer
becomes aware of, or receives written notice of, such breach. In consideration
of the purchase of a Receivable hereunder, Servicer shall remit the Purchase
Amount of such Receivable in the manner specified in Section 5.4. The sole
remedy of the Trust, Trustee or the Holders against Servicer with respect to a
breach pursuant to Section 3.5 or 3.6 shall be to require Servicer to repurchase
Receivables pursuant to this Section.

          Section 2.8 Servicing Fee. The servicing fee for (a) the _____ 200[_]
Distribution Date shall equal $________ and (b) for each Distribution Date
thereafter shall equal the product of (i) one-twelfth, (ii) the Servicing Fee
Rate and (iii) the Pool Balance as of the

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<PAGE>

opening of business on the first day of the related Collection Period (the
"Servicing Fee"). Servicer shall also be entitled to retain any late fees,
extension fees, prepayment charges (including, in the case of any Rule of 78's
Receivable or Sum of Periodic Balances Receivable that is prepaid in full,
amounts received in excess of the outstanding Principal Balance of such
Receivable and accrued interest thereon calculated as if such Receivable were an
Actuarial Receivable) and certain non-sufficient funds charges and other
administrative fees or similar charges allowed by applicable law with respect to
Receivables collected (from whatever source) on the Receivables and shall be
paid any interest earned on deposits in the Accounts (the "Supplemental
Servicing Fee"). It is understood and agreed that Available Interest or
Available Principal shall not include any amounts retained by Servicer which
constitute Supplemental Servicing Fees. The Servicing Fee in respect of a
Collection Period (together with any portion of the Servicing Fee that remains
unpaid from prior Distribution Dates), if the Rating Agency Condition is
satisfied, may be paid at the beginning of such Collection Period out of
Collections for such Collection Period. As provided in Section 4.5, as
additional compensation, Servicer shall be entitled to receive on each
Distribution Date, any Additional Servicing for such Distribution Date.

          Section 2.9. Servicer's Report. (1) On each Determination Date,
Servicer shall deliver to Trustee, each Paying Agent and Seller, with a copy to
the Rating Agencies, a Servicer's Report substantially in the form of Exhibit C
(a "Servicer's Report") containing, among other things, (i) all information
necessary to make the deposits, transfers and distributions required by Sections
4.4, 4.5 and 4.6, (ii) all information necessary for sending statements to
Holders pursuant to Section 4.7, (iii) all information necessary to prepare the
certificate described in Section 9.3, (iv) all information necessary to
determine if there has been a Servicer Termination Event under Section 8.1, and
(v) all information necessary to reconcile all deposits to, and withdrawals
from, the Collection Account for such Distribution Date and the related
Collection Period. Servicer also shall separately identify (by account number of
the Receivable as it appears in the Schedule of Receivables) to Trustee in a
written notice or a list in computer readable form the Receivables to be
purchased by Servicer, as the case may be, on the related Deposit Date, and each
Receivable which became a Defaulted Receivable during the related Collection
Period.

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

          Section 2.10. Annual Statement as to Compliance; Notice of Default.
(1) Servicer shall deliver to Trustee and each Rating Agency, on or before
___________ of each year, beginning on ___________, 200[_], an Officer's
Certificate, dated as of _______________ of such year, stating that (i) a review
of the activities of Servicer during the preceding 12-month period (or, in the
case of the first such report, during the period from the Closing Date to
___________, 200[_]) and of its performance under this Agreement has been made
under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review,

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<PAGE>

Servicer has fulfilled all its obligations in all material respects under this
Agreement throughout such year, or, if there exists any uncured default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof. A copy of such certificate and the
report required to be delivered in Section 3.11 may be obtained by any
Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Officer.

               (ii)  Servicer shall deliver to Trustee and each Rating Agency,
          promptly after having obtained knowledge thereof, but in no event
          later than five Business Days thereafter, written notice in an
          Officer's Certificate of any event which constitutes, or with the
          giving of notice or lapse of time or both, would become, a Servicer
          Termination Event under Section 8.1.

          Section 2.11. Annual Independent Certified Public Accountants' Report.
The Servicer shall cause a firm of independent certified public accountants (who
may also render other services to the Servicer or Seller), to deliver to Seller,
Trustee and each Rating Agency on or before April 30 of each year beginning on
___________, a report to the effect that such firm has examined the Servicer's
assertion that it has complied with the minimum servicing standards set forth in
the Mortgage Banker's Association of America's Uniform Single Attestation
Program for Mortgage Bankers ("USAP") for the twelve months ended December 31 of
the preceding year (or, in the case of the first such certificate, from the
Closing Date until December 31, 200[ ]), and that such examination (1) included
test relating to the servicing or administration of the Receivables in
accordance with the requirements of the USAP, to the extent the procedures in
such program apply to the servicing or administration of the Receivables and (2)
except as described in the report, disclosed no exceptions or errors in the
records relating to the servicing or administration of the Receivables that, in
the firm's opinion, paragraph six of such program requires such firm to report.

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

          Section 2.12. Access to Certain Documentation and Information
Regarding Receivables. Servicer shall provide Trustee and the Holders with
access to the Receivable Files (in the case of the Holders, only in such cases
where it shall be required by applicable statutes or regulations to give access
to such documentation as demonstrated by evidence satisfactory to Servicer in
its reasonable judgment). Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of
Servicer. Nothing in this Section shall affect the obligation of Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of Servicer to provide access to information as a
result of such obligation shall not constitute a breach of this Section. Any
Holder, by its acceptance of a Certificate, shall be deemed to have agreed to
keep any information obtained by it pursuant to this Section confidential and
not to use such information for any other purpose, except as required by
applicable law.

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<PAGE>

          Section 2.13. Reports to the Commission. Servicer shall, on behalf of
the Trust, cause to be filed with the Commission any periodic reports required
to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder.

          Section 2.14. Reports to the Rating Agency. Servicer shall deliver to
each Rating Agency a copy of all reports or notices furnished or delivered
pursuant to this Article and a copy of any amendments, supplements or
modifications to this Agreement and any other information reasonably requested
by such Rating Agency to monitor this transaction.

          Section 2.15. Servicer Expenses. Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder, including
fees and disbursements of the Trustee, independent accountants, taxes imposed on
Servicer and expenses incurred in connection with distributions and reports to
Holders.

ARTICLE III.  DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO HOLDERS.

          Section 3.1. Establishment of Accounts. (1) Trustee, on behalf of the
Trust and for the benefit of the Holders, shall establish and maintain in the
name of Trustee one or more segregated Eligible Deposit Accounts (collectively,
the "Collection Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Holders. Trustee, on
behalf of the Trust and for the benefit of the Class A Holders, shall establish
and maintain in the name of Trustee an Eligible Deposit Account (the "Class A
Distribution Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class A Holders. Trustee, on
behalf of the Trust and for the benefit of the Class B Holders, shall establish
and maintain in the name of Trustee an Eligible Deposit Account (the "Class B
Distribution Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class B Holders. Trustee on
behalf of the Trust and for the benefit of the Holders, shall establish and
maintain in the name of Trustee an Eligible Deposit Account (the "Payahead
Account"), bearing a designation clearly indicating that the funds therein are
held for the benefit of the Holders. The Collection Account, the Class A
Distribution Account, the Class B Distribution Account, and the Payahead Account
shall be initially established and maintained with the trust department of
Trustee.

               (ii)  Funds on deposit in the Collection Account, the Class A
          Distribution Account, the Class B Distribution Account, and the
          Payahead Account shall be invested by Trustee in Eligible Investments
          selected by Servicer (pursuant to standing instructions or otherwise)
          and confirmed in writing by Servicer to Trustee; provided that, it is
          understood and agreed that neither Servicer nor Trustee shall be
          liable for any loss arising from such investment in Eligible
          Investments. All such Eligible Investments shall be held by Trustee
          for the benefit of the beneficiaries of the applicable Account;
          provided that on each Distribution Date all interest and other
          investment income (net of losses and

                                       35

<PAGE>

          investment expenses) on funds on deposit therein shall be withdrawn
          from the Accounts at the written direction of Servicer and shall be
          paid to Servicer and shall not be available or otherwise subject to
          any claims or rights of the Holders. Other than as permitted by each
          Rating Agency, funds on deposit in the Accounts with respect to any
          Collection Period or Distribution Date shall be invested only in
          Eligible Investments that, except for money market funds, will mature
          so that such funds will be available at the close of business on the
          related Deposit Date. Funds deposited in an Account on a Deposit Date
          which immediately precedes a Distribution Date upon the maturity of
          any Eligible Investments are not required to be (but may be) invested
          overnight. No Eligible Investment with a stated maturity shall be
          disposed of prior to that maturity unless a default occurs with
          respect to that Eligible Investment and Servicer directs Trustee in
          writing to dispose of it.

               (iii)  Trustee shall possess all right, title and interest in all
          funds on deposit from time to time in the Accounts and in all proceeds
          thereof (excluding all income thereon) and all such funds, investments
          and proceeds shall be part of the Trust Property. The Accounts shall
          be under the sole dominion and the exclusive custody and control of
          Trustee, and Trustee shall have sole signature authority with respect
          thereto. If, at any time, any of the Accounts ceases to be an Eligible
          Deposit Account, Trustee (or Servicer on its behalf) shall within 10
          Business Days (or such longer period as to which each Rating Agency
          may consent) establish a new Account as an Eligible Deposit Account
          and shall transfer any cash and/or any investments that are in the
          existing Account which is no longer an Eligible Deposit Account to
          such new Account.


          Section 3.2. Collections. (1) Servicer shall remit within two Business
Days of receipt thereof to the Collection Account all payments by or on behalf
of the Obligors with respect to the Receivables (other than any amounts
constituting Supplemental Servicing Fees) and all Liquidation Proceeds, both as
collected during the Collection Period. Notwithstanding the foregoing, if M&I
Bank is the Servicer and (i) shall have the Required Rating or (ii) Indenture
Trustee otherwise shall have received written notice from each of the Rating
Agencies that the then outstanding rating on the Notes or the Certificates would
not be lowered or withdrawn as a result, Servicer may deposit all amounts
referred to above for any Collection Period into the Collection Account not
later than the close of business on the Deposit Date with respect to such
Collection Period; provided that (i) if a Servicer Termination Event has
occurred and is continuing, (ii) Servicer has been terminated as such pursuant
to Section 8.1 or (iii) Servicer ceases to have the Required Rating, Servicer
shall deposit such amounts (including any amounts then being held by Servicer)
into the Collection Account as provided in the preceding sentence. For purposes
of this Article VI the phrase "payments by or on behalf of Obligors" shall mean
payments made with respect to the Receivables by Persons other than Servicer,
Seller or any Seller Affiliate.

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<PAGE>

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

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

        Section 3.3. [Reserved].

        Section 3.4. Additional Deposits; Net Deposits. (1) On or prior to each
Deposit Date, Servicer shall remit to the Collection Account, in next-day or
immediately available funds, the aggregate Purchase Amounts of the Receivables
to be purchased by it under an obligation that arose during the preceding
Collection Period pursuant to Section 2.4, 3.7 or 10.2, respectively.

             (ii)  Servicer may make the remittances to be made by it pursuant
        to this Article IV net of amounts to be distributed to it pursuant to
        Section 4.5 (but subject to the priorities set forth therein), for so
        long as (i) no Servicer Termination Event has occurred and is continuing
        and (ii) Servicer has not been terminated as such pursuant to Section
        8.1; provided that Servicer shall account for all of such amounts in the
        related Servicer's Report as if such amounts were deposited and
        distributed separately; and provided that, if an error is made by
        Servicer in calculating the amount to be deposited or retained by it and
        a shortfall in the amount deposited in the Collection Account results,
        Servicer shall make a payment of the deficiency to the Collection
        Account, immediately upon becoming aware, or receiving notice from
        Trustee, of such error.

        Section 3.5. Distributions. (1) On each Determination Date, Servicer
shall calculate all amounts required to determine the amounts to be deposited on
the related Distribution Date in the Class A Distribution Account and the Class
B Distribution Account

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<PAGE>

which calculations shall be set forth in the Servicer's Report delivered to
Trustee on or before such Determination Date.

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

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

             (ii)  withdraw from the Collection Account and deposit in the
             Payahead Account (or receive from the Servicer, which will remit to
             the Trustee for deposit in the Payahead Account, as the case may
             be), in immediately available funds, the aggregate amount of
             collections on Precomputed Receivables treated as Payaheads
             pursuant to Section 4.2 for the Collection Period related to such
             Distribution Date.

             (iii) On each Distribution Date, based on the related Servicer's
        Report, Trustee will make the following deposits and distributions from
        the Collection Account by [ ] a.m. (___________, ________ time), to the
        extent of the sum of Available Interest and any Available Reserve Amount
        (and, in the case of shortfalls in the Class A Interest Distributable
        Amount occurring under clause (ii), the Class B Percentage of Available
        Principal to the extent of such shortfalls), in the following priority:

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

             (ii)  to the Class A Distribution Account, the Class A Interest
             Distributable Amount for such Distribution Date; and

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<PAGE>

               (iii)  to the Class B Distribution Account, the Class B Interest
               Distributable Amount for such Distribution Date.

               On each Distribution Date, based on the related Servicer's
               Report, Trustee will make the following deposits and
               distributions, to the extent of the portion of Available
               Principal, Available Interest and Available Reserve Amount
               remaining after the application of clauses (i), (ii) and (iii),
               in the following priority:

               (iv)   to the Class A Distribution Account, the Class A Principal
               Distributable Amount for such Distribution Date;

               (v)    to the Class B Distribution Account, the Class B Principal
               Distributable Amount for such Distribution Date;

               (vi)   to the Reserve Account, any amounts remaining, until the
               amount on deposit in the Reserve Account equals the Specified
               Reserve Account Balance;

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

               (viii) to M&I Bank, any amounts remaining.

               (iv) On each Distribution Date, all amounts on deposit in the
          Class A Distribution Account will be distributed to the Class A
          Holders (determined as of the related Record Date) by Trustee and all
          amounts on deposit in the Class B Distribution Account will be
          distributed to the Class B Holders (determined as of the related
          Record Date) by Trustee. Except as provided in Section 10.1, payments
          under this paragraph shall be made to the Holders by check mailed by
          Trustee to each Holder's respective address of record (or, in the case
          of Certificates registered in the name of a Clearing Agency, or its
          nominee, by wire transfer of immediately available funds). To the
          extent that Trustee is required to wire funds to the Holders from the
          Class A Distribution Account or the Class B Distribution Account, as
          applicable, it shall request the bank maintaining the Class A
          Distribution Account or the Class B Distribution Account, as
          applicable, to make a wire transfer of the amount to be distributed
          and the bank maintaining the Class A Distribution Account or the Class
          B Distribution Account, as applicable, shall promptly deliver to
          Trustee a confirmation of such wire transfer. To the extent that
          Trustee is required to make payments to Holders by check hereunder, it
          shall request the bank maintaining the Class A Distribution Account or
          the Class B Distribution Account, as applicable, to provide it with a
          supply of checks to make such payments. The bank shall, if a request
          is made by Trustee

                                       39

<PAGE>

          for a wire transfer by [ ] A.M. (  , time) on any Distribution Date,
          wire such funds in accordance with such instructions by [ ] A.M. ( ,
          time) on such Distribution Date, and it will otherwise act in
          compliance with the provisions of this paragraph and the other
          provisions of this Agreement applicable to it as the bank maintaining
          the Class A Distribution Account or the Class B Distribution Account,
          as applicable. Servicer shall take all necessary action (including
          requiring an agreement to such effect) to ensure that any bank
          maintaining the Class A Distribution Account or the Class B
          Distribution Account, as applicable, agrees to comply, and complies,
          with the provisions of this paragraph and the other provisions of this
          Agreement applicable to it as the bank maintaining the Class A
          Distribution Account or the Class B Distribution Account, as
          applicable.

          Section 3.6. Reserve Account. (1) the Servicer shall establish and
maintain in the name of the Trustee an Eligible Deposit Account (the "Reserve
Account"). The Reserve Account shall be initially established and maintained
with the Trustee (the "Securities Intermediary"). On the Closing Date, the
Servicer shall deposit or cause to be deposited in the Reserve Account an amount
equal to the Reserve Account Initial Deposit.

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

               (iii) On each Distribution Date, any amounts on deposit in the
          Collection Account with respect to the preceding Collection Period
          after payments to Servicer, the Class A Distribution Account and the
          Class B Distribution Account have been made will be deposited into the
          Reserve Account until the amount of the Reserve Account is equal to
          the Specified Reserve Account Balance.

               (iv)  The Reserve Account shall be under the sole custody and
          control of Trustee. If, at any time, the Reserve Account ceases to be
          an Eligible Deposit Account, Trustee shall within 10 Business Days (or
          such longer period, not to exceed 30 calendar days, as to which each
          Rating Agency may consent) establish

                                       40

<PAGE>

          a new Reserve Account as an Eligible Deposit Account and shall
          transfer any cash and/or any investments that are in the existing
          account which is no longer an Eligible Deposit Account to such new
          Reserve Account.

               (v)    On each Distribution Date, the amount available in the
          Reserve Account (the "Available Reserve Amount") will equal the lesser
          of (i) the amount on deposit in the Reserve Account (exclusive of
          investment earnings) and (ii) the Specified Reserve Account Balance.
          On each Deposit Date, Trustee will withdraw funds from the Reserve
          Account to the extent that (A) the sum of the amounts required to be
          distributed to Holders and the accrued and unpaid Servicing Fees
          payable to Servicer on such Distribution Date exceeds (B) the amount
          on deposit in the Collection Account with respect to the preceding
          Collection Period (net of net investment income). The aggregate amount
          to be withdrawn from the Reserve Account on any Deposit Date shall not
          exceed the Available Reserve Amount with respect to the related
          Distribution Date. Trustee will deposit the proceeds of such
          withdrawal into the Collection Account on or before such Distribution
          Date with respect to which such withdrawal was made.

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

               (vii)  Investment earnings attributable to the Reserve Account
          Property and proceeds therefrom shall be held by Trustee for the
          benefit of M&I Bank. Investment earnings attributable to the Reserve
          Account Property shall not be available to pay the distributions
          provided for in Section 4.5 and shall not otherwise be subject to any
          claims or rights of the Holders or Servicer. Trustee shall cause all
          investment earnings attributable to the Reserve Account to be
          distributed on each Distribution Date to M&I Bank.

               (viii) M&I Bank may at any time, without consent of Holders,
          sell, transfer, convey or assign in any manner its rights to and
          interests in distributions from the Reserve Account provided that (i)
          the Rating Agencies confirm in writing that such action will not
          result in a reduction or withdrawal of the rating of the Class A
          Certificates or the Class B Certificates, (ii) M&I Bank provides to
          Trustee an Opinion of Counsel from independent counsel that such
          action will not cause Trust to be classified as an association (or
          publicly traded partnership)

                                       41

<PAGE>

          taxable as a corporation for federal income tax purposes and (iii)
          such transferee or assignee agrees in writing to take positions for
          federal income tax purposes consistent with the federal income tax
          positions agreed to be taken by M&I Bank.

          Section 3.7. Statements to Holders. On each Distribution Date,
Servicer shall provide to Trustee (with a copy to each Rating Agency) written
instructions for Trustee to forward to each Holder of record a statement setting
forth at least the following information as to the Certificates to the extent
applicable:

               (i)    the amount of the distribution allocable to principal on
          the Class A Certificates and the Class B Certificates;

               (ii)   the amount of the distribution allocable to interest on
          the Class A Certificates and the Class B Certificates;

               (iii)  the amount of the Servicing Fee paid to Servicer with
          respect to the related Collection Period;

               (iv)   the Class A Certificate Balance, the Class A Pool Factor,
          the Class B Certificate Balance and the Class B Pool Factor as of such
          Distribution Date, after giving effect to payments allocated to
          principal reported under clause (a);

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

               (vi)   the amount of Defaulted Receivables and Liquidation
          Proceeds, if any, for such Collection Period;

               (vii)  the aggregate Purchase Amount of Receivables purchased by
          Servicer with respect to the related Collection Period;

               (viii) the Class A Interest Carryover Shortfall, the Class B
          Interest Carryover Shortfall, the Class A Principal Carryover
          Shortfall and the Class B Principal Carryover Shortfall, if any, in
          each case as applicable to each of the Class A Certificates and the
          Class B Certificates, and the change in such amounts from the
          preceding statement;

               (ix)   the balance of the Reserve Account on such Distribution
          Date, after giving effect to changes therein on such Distribution
          Date;

               (x)    the Specified Reserve Account Balance as of the close of
          business on such Distribution Date; and

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<PAGE>

          (xi) the number, and aggregate principal amount outstanding, of
     Receivables past due 31-60, 61-90 and over 90 days.

Each amount set forth pursuant to clauses (a), (b) and (c) shall be expressed in
the aggregate and as a dollar amount per $1,000 of original denomination of a
Certificate.

     Within a reasonable period of time after the end of each calendar year, but
not later than the latest date permitted by law, Servicer shall furnish a report
to the Trust and Trustee shall furnish, or cause to be furnished, to each Person
who at any time during such calendar year shall have been a Holder, a statement
based upon such report as to the sum of the amounts determined in clauses (a)
and (b) above for such calendar year, or, in the event such Person shall have
been a Holder during a portion of such calendar year, for the applicable portion
of such year, and such other information as is available to Servicer as Servicer
deems necessary or desirable to enable the Holders to prepare their federal
income tax returns. The obligation of the Trustee set forth in this paragraph
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided pursuant to any requirement of the
Code.

ARTICLE IV. THE CERTIFICATES.

     Section 4.1. The Certificates. Trustee shall, upon written order or request
signed in the name of Seller by one of its officers authorized to do so and
delivered to an Authorized Officer of Trustee, execute on behalf of the Trust,
authenticate and deliver the Certificates to or upon the order of Seller in the
aggregate principal amount and denominations as set forth in such written order
or request. The Certificates shall be issuable in denominations of $1,000 and
integral multiples thereof; provided that one Class A Certificate and one Class
B Certificate may be issued in a denomination that represents the residual
amount of the original Class A Certificate Balance and the Original Class B
Certificate Balance, respectively. Upon initial issuance, the Class A
Certificates and the Class B Certificates shall be in the form of Exhibit A and
Exhibit B, respectively, which are incorporated by reference herein, and shall
be issued as provided in Section 5.8, in an aggregate amount equal to the
Original Class A Certificate Balance and the Original Class B Certificate
Balance, respectively. The Certificates shall be executed by Trustee on behalf
of the Trust by manual or facsimile signature of an Authorized Officer of
Trustee under Trustee's seal imprinted thereon and attested by the manual or
facsimile signature of an Authorized Officer of 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
Trust, shall be valid and binding obligations of the Trust, notwithstanding that
such individuals 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 such Certificates.

     Section 4.2. Authentication of Certificates. No Certificate shall entitle
the Holder thereof to any benefit under this Agreement, or shall be valid for
any purpose, unless there shall appear on such Certificate a certificate of
authentication, substantially in the form set forth in the form of Certificates
attached hereto as Exhibit A and Exhibit B, executed by Trustee by manual

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signature. Such authentication shall constitute conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

     Section 4.3. Registration of Transfer and Exchange of Certificates. Trustee
shall maintain, or cause to be maintained, at the office or agency to be
maintained by it in accordance with Section 5.7, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of transfer of
any Class A Certificate or Class B Certificate at such office or agency, Trustee
shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Class A Certificates or Class B
Certificates, as the case may be, in authorized denominations of a like
aggregate amount. At the option of a Holder, Class A Certificates or Class B
Certificates may be exchanged for other Class A Certificates or Class B
Certificates, as the case may be, of authorized denominations of a like
aggregate amount at the office or agency maintained by Trustee in accordance
with Section 5.7. Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
duly executed by the Holder and in a form satisfactory to Trustee. No service
charge shall be made for any registration of transfer or exchange of
Certificates, but Trustee 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. All Certificates surrendered for registration of
transfer or exchange shall be cancelled and disposed of in accordance with the
customary procedures of Trustee.

     The Class B Certificates and any beneficial interest in such Class B
Certificates may not be acquired (a) with the assets of an employee benefit plan
(as defined in Section 3(3) of ERISA) that is subject to the provisions of Title
I of ERISA, (b) by a plan described in Section 4975(e)(1) of the Code or (c) by
any entity whose underlying assets include plan assets by reason of a plan's
investment in the entity. By accepting and holding a Class B Certificate or
interest therein, the Holder thereof or Class B Certificate Owner thereof shall
be deemed to have represented and warranted that it is not subject to the
foregoing limitation.

     The preceding provisions of this Section 5.3 notwithstanding, Trustee shall
not make and need not register any transfer or exchange of Certificates for a
period of fifteen (15) days preceding any Distribution Date for any payment with
respect to the Certificates.

     Section 4.4. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Class A Certificate or Class B Certificate shall be surrendered to
Trustee, or if Trustee shall receive evidence to its satisfaction of the
destruction, loss or theft of any Class A Certificate or Class B Certificate and
(b) there shall be delivered to Trustee such security or indemnity as may be
required to save Trustee harmless, then in the absence of notice that such Class
A Certificate or Class B Certificate shall have been acquired by a bona fide
purchaser, Trustee shall execute, authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost

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<PAGE>

or stolen Class A Certificate or Class B Certificate, a new Class A Certificate
or Class B Certificate of like tenor and denomination. In connection with the
issuance of any new Certificate under this Section 5.4, Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection herewith. Any replacement Certificate issued
pursuant to this Section 5.4 shall constitute conclusive evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

     Section 4.5. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, Trustee may treat the Person in whose
name any Certificate shall be registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.5 and for all other
purposes, and Trustee shall not be bound by any notice to the contrary.

     Section 4.6. Access to List of Holders' Names and Addresses. Trustee shall
furnish or cause to be furnished to Servicer, within fifteen days after receipt
by Trustee of a request therefor from Servicer in writing, in such form as
Servicer may reasonably require, a list of the names and addresses of the
Holders as of the most recent Record Date. If Definitive Certificates have been
issued, Trustee, upon written request of (a) three or more Holders or (b) one or
more Holders evidencing not less than 25% of the aggregate outstanding principal
balance of the Certificates, will, within five Business Days after the receipt
of such request, afford such Holders access during normal business hours to the
most current list of Holders for purposes of communicating with other Holders
with respect to their rights under the Agreement. Each Holder, by receiving and
holding a Certificate, shall be deemed to have agreed not to hold Seller,
Servicer or Trustee accountable by reason of the disclosure of such Holder's
name and address, regardless of the source from which such information was
derived.

     Section 4.7. Maintenance of Office or Agency. Trustee shall maintain, or
cause to be maintained, at its expense, in _________, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon Trustee in respect of the Certificates and
this Agreement may be served. Trustee initially designates its office located at
________ for such purposes. Trustee shall give prompt written notice to Servicer
and to Holders of any change in the location of any such office or agency.

     Section 4.8. Book Entry Certificates. Upon original issuance, the Class A
Certificates and the Class B Certificates, other than the Class A Certificate
representing the residual amount of the Original Class A Certificate Balance and
the Class B Certificate representing the residual amount of the Original Class B
Certificate Balance, which shall be issued upon the written order of Seller,
shall be issued in the form of one or more typewritten Certificates representing
the Book Entry Certificates, to be delivered to the initial Clearing Agency, by,
or on behalf of, Seller. Such Certificates shall initially be registered on the
Certificate Register in the name of CEDE & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner will receive a Definitive Certificate
representing such Certificate Owner's

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<PAGE>

interest in the Class A Certificates or the Class B Certificates, as the case
may be, except as provided in Section 5.10. Unless and until definitive, fully
registered Certificates ("Definitive Certificates") have been issued to the
Holders pursuant to Section 5.10:

               (i)   the provisions of this Section 5.8 shall be in full force
          and effect;

               (iv)  Seller, Servicer and Trustee may deal with the Clearing
          Agency for all purposes (including the making of distributions on the
          Certificates and the taking of actions by the Holders) as the
          authorized representative of the Certificate Owners;

               (iii) to the extent that the provisions of this Section 5.8
          conflict with any other provisions of this Agreement, the provisions
          of this Section 5.8 shall control;

               (iv)  the rights of Certificate Owners shall be exercised only
          through the Clearing Agency and shall be limited to those established
          by law, the rules, regulations and procedures of the Clearing Agency
          and agreements between such Certificate Owners and the Clearing Agency
          and all references in this Agreement to actions by Holders shall refer
          to actions taken by the Clearing Agency upon instructions from the
          Clearing Agency Participants, and all references in this Agreement to
          distributions, notices, reports and statements to Holders shall refer
          to distributions, notices, reports and statements to the Clearing
          Agency or its nominee, as registered holder of the Certificates, as
          the case may be, for distribution to Certificate Owners in accordance
          with the rules, regulations and procedures of the Clearing Agency; and

               (v)   pursuant to the Depository Agreement, the initial Clearing
          Agency will make book-entry transfers among the Clearing Agency
          Participants and receive and transmit distributions of principal and
          interest on the Certificates to the Clearing Agency Participants, for
          distribution by such Clearing Agency Participants to the Certificate
          Owners or their nominees.

          For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Certificates evidencing specified percentages of the aggregate outstanding
principal balance of such Certificates, such direction or consent may be given
by Certificate Owners having interests in the requisite percentage, acting
through the Clearing Agency.

          Section 4.9. Notices to Clearing Agency. Whenever notice or other
communication to the Holders is required under this Agreement unless and until
Definitive Certificates shall have been issued to Certificate Owners pursuant to
Section 5.10, Trustee shall

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<PAGE>

give all such notices and communications specified herein to be given to Holders
to the Clearing Agency.

     Section 4.10 Definitive Certificates. If (a) (i) Servicer advises Trustee
in writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities under the Depository Agreement and (ii) Trustee
or Servicer is unable to locate a qualified successor, (b) Servicer, at its
option, advises Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or (c) after the occurrence of a Servicer
Termination Event, Certificate Owners representing in the aggregate not less
than a majority of the aggregate outstanding principal balance of the
Certificates, advise Trustee and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the Certificate Owners' best interests, Trustee
shall notify the Clearing Agency which shall be responsible to notify the
Certificate Owners of the occurrence of any such event and of the availability
of Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to Trustee by the Clearing Agency of the Certificates registered in
the name of the nominee of the Clearing Agency, accompanied by re-registration
instructions from the Clearing Agency for registration, Trustee shall execute,
on behalf of the Trust, authenticate and deliver Definitive Certificates in
accordance with such instructions. Seller shall arrange for, and will bear all
costs of, the printing and issuance of such Definitive Certificates. Neither
Seller, Servicer nor Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, Trustee shall
recognize the Holders of the Definitive Certificates as Holders hereunder.

ARTICLE V. SELLER.

     Section 5.1. Representations and Warranties of Seller. Seller makes the
following representations and warranties, on which Trustee relies in accepting
the Receivables and the other Trust Property in trust and executing and
authenticating the Certificates. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Receivables and the other Trust Property to the Trust.

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

               (ii) Power and Authority. Seller has the power, authority and
     legal right to execute and deliver this Agreement and the Basic Documents
     to which it is a party and to carry out their respective terms and to sell
     and assign the property

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<PAGE>

          to be sold and assigned to and deposited with Trustee as Trust
          Property; and the execution, delivery and performance of this
          Agreement and the Basic Documents to which it is a party have been
          duly authorized by Seller by all necessary limited liability company
          action.

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

               (iv)  Valid Sale; Binding Obligation. Seller intends this
          Agreement to effect a valid sale, transfer, and assignment of the
          Receivables and the other Trust Property conveyed by Seller to the
          Trust hereunder, enforceable against creditors of and purchasers from
          Seller; and each of this Agreement and the Basic Documents to which it
          is a party constitutes a legal, valid and binding obligation of
          Seller, enforceable against Seller in accordance with its respective
          terms, subject, as to enforceability, to applicable bankruptcy,
          insolvency, reorganization, conservatorship, receivership, liquidation
          and other similar laws affecting enforcement of the rights of
          creditors generally and to equitable limitations on the availability
          of specific remedies.

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


               (vi)  No Proceedings. There are no proceedings or investigations
          pending, or, to the knowledge of Seller, threatened, before any court,
          regulatory body, administrative agency, or other tribunal or
          governmental instrumentality having jurisdiction over Seller or its
          properties: (i) asserting the invalidity of this Agreement or any
          Related Agreement, (ii) seeking to prevent the issuance of the

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<PAGE>

               Certificates or the consummation of any of the transactions
               contemplated by this Agreement or any Related Agreement, (iii)
               seeking any determination or ruling that might materially and
               adversely affect the performance by Seller of its obligations
               under, or the validity or enforceability of, this Agreement or
               any Related Agreement or (iv) that may materially and adversely
               affect the federal or state income, excise, franchise or similar
               tax attributes of the Certificates.

                    (vii) Chief Executive Office. The chief executive office of
               Seller is [_______________].

               Section 5.2. Continued Existence. During the term of this
 Agreement, subject to Section 6.4, Seller will keep in full force and effect
 its existence, rights and franchises as a limited liability company organized
 under the laws of the State of Delaware and will obtain and preserve its
 qualification to do business in each jurisdiction in which such qualification
 is or shall be necessary to protect the validity and enforceability of this
 Agreement, the Basic Documents and each other instrument or agreement necessary
 or appropriate to the proper administration of this Agreement and the
 transactions contemplated hereby.

               Section 5.3. Liability of Seller; Indemnities. Seller shall be
 liable in accordance herewith only to the extent of the obligations
 specifically undertaken by Seller under this Agreement.

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

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

                                       49

<PAGE>

               Certificates under any state securities laws and (iii) the
               failure of any Receivable conveyed by it to Trust hereunder, or
               the sale of the related Financed Vehicle, to comply with all
               requirements of applicable law. (1)

               Section 5.4. Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Any Person (a) into which Seller may be merged or
consolidated, (b) that may result from any merger, conversion or consolidation
to which Seller is a party, or (c) that may succeed by purchase and assumption
to all or substantially all of the business of Seller, where Seller in any of
the foregoing cases is not the surviving entity, which corporation or other
entity shall execute an agreement of assumption to perform every obligation of
Seller under this Agreement, shall be the successor to Seller hereunder without
the execution or filing of any document or any further act by any of the parties
to this Agreement; provided that (x) Servicer shall have delivered to Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such merger,
conversion, consolidation or succession and such agreement of assumption comply
with this Section, and (y) Servicer shall have delivered to Trustee an Opinion
of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary fully to preserve and protect the
interest of Trustee in the Receivables, and reciting the details of such
filings, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to fully preserve and protect such interest. Seller shall
promptly inform Trustee and each Rating Agency of any such merger, conversion,
consolidation or purchase and assumption, where Seller is not the surviving
entity.

               Section 5.5. Limitation on Liability of Seller and Others. Seller
and any director or officer or employee or agent of Seller may rely in good
faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
under this Agreement or any Related Agreement (provided that such reliance shall
not limit in any way Seller's obligations under Section 3.2). Seller shall not
be under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its obligations under this Agreement, and that in its
opinion may involve it in any expense or liability.

               Section 5.6. [RESERVED]

ARTICLE VI. SERVICER.

               Section 6.1. Representations and Warranties of Servicer. Servicer
makes the following representations and warranties on which Trustee relies in
accepting the Receivables and the other Trust Property in trust and in
authenticating the Certificates. These representations are made as of the
Closing Date, but shall survive the sale, transfer and assignment of the
Receivables and the other Trust Property to the Trust.

                                       50

<PAGE>

               (i)   Organization and Good Standing. Servicer has been duly
          organized and is validly existing as a Wisconsin banking association
          in good standing under the laws of the United States, with the power
          and authority to own its properties and to conduct its business as
          such properties are presently owned and such business is presently
          conducted, and had at all relevant times, and shall have, the power,
          authority and legal right to service the Receivables and the other
          Trust Property.

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

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

               (iv)  No Consent Required. No approval, authorization, consent,
          license or other order or action of, or filing or registration with,
          any governmental authority, bureau or agency is required in connection
          with the execution, delivery or performance of this Agreement, the
          Basic Documents to which it is a party or the consummation of the
          transactions contemplated hereby or thereby, other than the filing of
          UCC financing statements.

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

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

                                       51

<PAGE>

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

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

                  Section 6.2. Indemnities of Servicer.  (1) Servicer shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by Servicer under this Agreement.

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

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

                        (iii)  Servicer shall indemnify, defend and hold
                  harmless Trustee, Seller and the Holders or any of the
                  officers, directors, employees and agents of Trustee

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<PAGE>

                  or Seller from any and all costs, expenses, losses, claims,
                  damages and liabilities (including reasonable attorneys' fees
                  and expenses) to the extent arising out of or imposed upon any
                  such Person as a result of any compensation payable to any
                  subcustodian or subservicer (including any fees payable in
                  connection with the release of any Receivable File from the
                  custody of such subservicer or in connection with the
                  termination of the servicing activities of such subservicer
                  with respect to any Receivable) whether pursuant to the terms
                  of any subservicing agreement or otherwise.

                        (ii)   Servicer shall indemnify, defend and hold
                  harmless Trustee, Seller and the Holders or any of the
                  directors, officers, employees and agents of Trustee and
                  Seller from and against any and all costs, expenses, losses,
                  damages, claims and liabilities, including reasonable fees and
                  expenses of counsel and expenses of litigation, arising out of
                  or resulting from the use, ownership, or operation by Servicer
                  or any Affiliate thereof of any Financed Vehicle.

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

                  Section 7.3. Merger or Consolidation of or Assumption of the
Obligations of Servicer. Any corporation or other entity (a) into which Servicer
may be merged or consolidated, (b) that may result from any merger, conversion,
or consolidation to which Servicer is a party, (c) that may succeed by purchase
and assumption to all or substantially all of the business of Servicer or (d)
50% of the voting stock of which is owned directly or indirectly by M&I Bank,
where, in the case of clauses (a), (b) and (c), Servicer is not the surviving
entity, which corporation or other entity in any of the foregoing cases shall
execute an agreement of assumption to perform every obligation of Servicer under
this Agreement, shall be the successor to Servicer under this Agreement without
any further act on the part of any of the parties to this Agreement; provided
that, unless M&I Bank is the surviving party to such transaction (x) Servicer
shall have delivered to Trustee an Officer's Certificate and an Opinion of
Counsel each stating that such merger, conversion, consolidation or succession
and such agreement of assumption comply with this Section, and (y) Servicer
shall have delivered to Trustee an Opinion of Counsel either (A) stating that,
in the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of Trustee in the
Receivables, and reciting the details of such filings, or (B) stating that, in
the opinion of such counsel, no such action shall be necessary to fully preserve
and protect such interest. Servicer shall promptly inform Trustee and each
Rating Agency of any such merger, conversion, consolidation or purchase and
assumption where Servicer is not the surviving entity.

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

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

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

                  Section 7.6. Servicer May Own Certificates. Servicer, and any
Affiliate of Servicer, may, in its individual or any other capacity, become the
owner or pledgee of Certificates with the same rights as it would have if it
were not Servicer or an Affiliate thereof, except as otherwise provided in the
definition of "Holder", "Class A Holder" and "Class B Holder" in Section 1.1.
Certificates so owned by or pledged to Servicer or such Affiliate shall have an
equal and proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates, except as
otherwise provided in the definitions of "Class A Holder" and "Class B Holder".

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                  Section 7.7. Existence. Subject to the provisions of Section
7.3, during the term of this Agreement, M&I Bank will keep in full force and
effect its existence, rights and franchises as a banking association under the
laws of the State of Wisconsin.

ARTICLE VIII.  SERVICING TERMINATION.

                  Section 8.1. Servicer Termination Events. (1) Any one of the
following events shall constitute a "Servicer Termination Event":

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

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

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

Upon the occurrence of any Servicer Termination Event, and so long as a Servicer
Termination Event shall not have been remedied, either Trustee, or the Majority
Holders, by notice then given in writing to Servicer, may terminate all of the
rights and obligations of Servicer (other than the obligations set forth in
Section 7.2) under this Agreement. On or after the receipt by Servicer of

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such written notice, all authority and power of Servicer under this Agreement,
whether with respect to the Certificates or the Trust Property or otherwise,
shall pass to and be vested in Trustee or such successor Servicer as may be
appointed under Section 8.2 pursuant to this Section 8.1; and thereupon Trustee
shall be authorized and empowered to execute and deliver, on behalf of Servicer,
as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement of the Receivable Files or the Physical Damage
Insurance Policies, the certificates of title to the Financed Vehicles, or
otherwise. Servicer shall cooperate with Trustee or any successor Servicer in
effecting the termination of its responsibilities and rights as Servicer under
this Agreement, including the transfer to Trustee or any successor Servicer for
administration of all cash amounts that are at the time held by Servicer for
deposit, shall have been deposited by Servicer in the Collection Account, or
thereafter shall be received with respect to a Receivable, all Receivable Files
and all information or documents that Trustee or such successor Servicer may
require. In addition, Servicer shall transfer its electronic records relating to
the Receivables to the successor Servicer in such electronic form as the
successor Servicer may reasonably request and shall transfer to the successor
Servicer all other records, correspondence and documents necessary for the
continued servicing of the Receivables in the manner and at such times as the
successor Servicer shall reasonably request. All reasonable out-of-pocket costs
and expenses incurred by the successor Servicer in connection with the transfer
of servicing shall be paid by the predecessor Servicer upon presentation of
reasonable documentation of such costs and expenses.

                  (b)   If any of the foregoing Servicer Termination Events
occur, Trustee shall have no obligation to notify Holders or any other Person of
such occurrence prior to the continuance of such event through the end of any
cure period specified in Section 8.1(a).

                  Section 8.2. Trustee to Act; Appointment of Successor
Servicer. Upon Servicer's resignation pursuant to Section 7.5 or upon Servicer's
receipt of notice of termination as Servicer pursuant to Section 8.1, Trustee
shall be the successor in all respects to Servicer in its capacity as Servicer
under this Agreement, and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on Servicer by the terms and provisions
of this Agreement, except that Trustee, when acting as successor Servicer, shall
not be obligated to purchase Receivables pursuant to Section 3.7 unless the
obligation to repurchase arose after the date of the notice of termination given
to Servicer pursuant to Section 8.1, and neither Trustee nor any successor
Servicer shall be liable for any acts or omissions of the terminated Servicer or
for any breach by such Servicer of any of its representations or warranties
contained herein or in any related documents or agreements. As compensation
therefor, Trustee shall be entitled to the same Servicing Fees (whether payable
out of the Collection Account or otherwise) and Supplemental Servicing Fees as
Servicer would have been entitled to under this Agreement if no such notice of
termination or resignation had been given. Notwithstanding the above, Trustee
may appoint, or petition a court of competent jurisdiction to appoint, an
Eligible Servicer as the successor to the terminated Servicer under this
Agreement; provided that Trustee shall continue to be the successor to Servicer
until another successor Servicer shall have assumed the

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responsibilities and obligations of Servicer. In connection with such
appointment, Trustee may make such arrangements for the compensation of such
successor Servicer out of payments on Receivables as it and such successor shall
agree, which shall in no event be greater than the Servicing Fees and
Supplemental Servicing Fees payable to M&I Bank as Servicer hereunder. Trustee
and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. No Servicer shall resign
or be relieved of its duties under this Agreement until a newly appointed
Servicer shall have assumed the responsibilities and obligations of the
terminated Servicer under this Agreement.

     Section 8.3. Effect of Servicing Transfer. (1) After the transfer of
servicing hereunder, Trustee or successor Servicer shall notify Obligors to make
directly to the successor Servicer payments that are due under the Receivables
after the effective date of such transfer.

             (ii)  Except as provided in Sections 7.2 and 9.8 after the transfer
     of servicing hereunder, the predecessor Servicer shall have no further
     obligations with respect to the management, administration, servicing,
     custody or collection of the Receivables and the successor Servicer shall
     have all of such obligations, except that the predecessor Servicer will
     transmit or cause to be transmitted directly to the successor Servicer for
     its own account, promptly on receipt and in the same form in which
     received, any amounts held by the predecessor Servicer (properly endorsed
     where required for the successor Servicer to collect any such items)
     received as payments upon or otherwise in connection with the Receivables
     and the predecessor Servicer shall continue to cooperate with the successor
     Servicer by providing information and in the enforcement of the Dealer
     Agreements and the Physical Damage Insurance Policies.

             (iii) A transfer of servicing hereunder shall not affect the rights
     and duties of the parties hereunder other than those relating to the
     management, administration, servicing, custody or collection of the
     Receivables and the other Trust Property. The successor Servicer shall,
     upon its appointment pursuant to Section 8.2 and as part of its duties and
     responsibilities under this Agreement, promptly take all action it deems
     necessary or appropriate so that the predecessor Servicer (in whatever
     capacity) is paid or reimbursed all amounts it is entitled to receive under
     this Agreement on each Distribution Date subsequent to the date on which it
     is terminated as Servicer hereunder. Without limiting the generality of the
     foregoing, the predecessor Servicer will be entitled to receive all accrued
     and unpaid Servicing Fees and Supplemental Servicing Fees through and
     including the effective date of the termination of the predecessor
     Servicer.

             (iv)  Any successor Servicer shall provide Seller with access to
     the Receivable Files and to the successor Servicer's records (whether
     written or automated) with respect to the Receivable Files. Such access
     shall be afforded without charge, but only upon reasonable request and
     during normal business

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                  hours at the offices of the successor Servicer. Nothing in
                  this Section shall affect the obligation of the successor
                  Servicer to observe any applicable law prohibiting disclosure
                  of information regarding the Obligors, and the failure of
                  Servicer to provide access to information as a result of such
                  obligation shall not constitute a breach of this Section.

                  Section 8.4. Notification to Holders. Upon any notice of a
 Servicer Termination Event or upon any termination of, or appointment of a
 successor to, Servicer pursuant to this Article VIII, Trustee shall give prompt
 written notice thereof to Holders at their respective addresses of record, and
 to each Rating Agency.

                  Section 8.5. Waiver of Past Servicer Termination Events. The
 Majority Holders may, on behalf of all Holders of Certificates, waive any
 Servicer Termination Event hereunder and its consequences, except an event
 resulting from the failure to make any required deposits or payments to the
 Collection Account in accordance with this Agreement. Upon any such waiver of a
 past Servicer Termination Event, such event shall cease to exist and shall be
 deemed to have been remedied for every purpose of this Agreement. No such
 waiver shall extend to any subsequent or other event or impair any right
 arising therefrom, except to the extent expressly so waived.

                  Section 8.6. Transfer of Accounts. Notwithstanding the
 provisions of Section 8.1, if any of the Accounts or the Reserve Account is
 maintained with Servicer or an Affiliate of Servicer and a Servicer Termination
 Event shall occur and be continuing, Servicer shall promptly, and in any event
 within five Business Days, give notice to Trustee of such Servicer Termination
 Event, and Trustee, within _____ days after the receipt of such notice, shall
 establish new Eligible Deposit Accounts conforming with the requirements of
 this Agreement and promptly shall transfer all funds in any such Accounts or
 the Reserve Account to such new Eligible Deposit Accounts.

ARTICLE IX. TRUSTEE.

                  Section 9.1. Acceptance by Trustee. Trustee hereby
 acknowledges its acceptance of all right, title and interest in and to the
 Receivables and the other Trust Property conveyed by Seller pursuant to this
 Agreement and hereby declares that Trustee holds and shall hold such right,
 title and interest, upon the trust set forth in this Agreement.

                  Section 9.2. Duties of Trustee. (1) Trustee, both prior to and
 after the curing of a Servicer Termination Event, undertakes to perform only
 such duties as are specifically set forth in this Agreement and no implied
 covenants or obligations shall be read into this Agreement against Trustee. If
 a Servicer Termination Event, of which an Authorized Officer of Trustee has
 actual knowledge, shall have occurred and shall not have been cured (the
 appointment of a successor Servicer (including Trustee) to constitute a cure
 for the purposes of this Article), Trustee shall exercise such of the rights
 and powers vested in it by this Agreement, and shall use

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the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;
provided that if Trustee assumes the duties of Servicer pursuantF to Section
8.2, Trustee in performing such duties shall use the degree of skill and
attention required by Section 3.1.

                       (ii)  Trustee, upon receipt of all resolutions,
           certificates, statements, opinions, reports, documents, orders, or
           other instruments furnished to Trustee that are required specifically
           to be furnished pursuant to any provision of this Agreement, shall
           examine them to determine whether they conform to the requirements of
           this Agreement.

                       (iii) No provision of this Agreement shall be construed
           to relieve Trustee from liability for its own negligent action, its
           own negligent failure to act, its own willful misfeasance or its own
           bad faith; provided that:

                       (i)   Prior to the occurrence of a Servicer Termination
                       Event, and after the curing of all such Servicer
                       Termination Events that may have occurred, the duties and
                       obligations of Trustee shall be determined solely by the
                       express provisions of this Agreement, Trustee shall not
                       be liable except for the performance of such duties and
                       obligations as are specifically set forth in this
                       Agreement, no implied covenants or obligations shall be
                       read into this Agreement against Trustee, the permissible
                       right of Trustee (solely in its capacity as such) to do
                       things enumerated in this Agreement shall not be
                       construed as a duty and, in the absence of bad faith on
                       the part of Trustee, or manifest error, Trustee (solely
                       in its capacity as such) may conclusively rely on the
                       truth of the statements and the correctness of the
                       opinions expressed in any certificates or opinions
                       furnished to Trustee and conforming to the requirements
                       of this Agreement;

                       (ii)  Trustee shall not be personally liable for an error
                       of judgment made in good faith by an officer of Trustee,
                       unless it shall be proved that Trustee shall have been
                       negligent in performing its duties in accordance with the
                       terms of this Agreement; and

                       (iii) Trustee shall not be personally liable with respect
                       to any action taken, suffered, or omitted to be taken in
                       good faith in accordance with the direction of the
                       Majority Holders, as set forth in Section 8.1, relating
                       to the time, method and place of conducting any
                       proceeding or any remedy available to Trustee, or
                       exercising any trust or power conferred upon Trustee,
                       under this Agreement.

                       (iv)  Except for the willful misfeasance, bad faith or
           negligence of Trustee, Trustee shall not be required to expend or
           risk its own funds or otherwise

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                  incur any financial liability in the performance of any of its
                  duties hereunder, or in the exercise of any of its rights or
                  powers, if it shall have reasonable grounds for believing that
                  the repayment of such funds or indemnity satisfactory to it
                  against such risk or liability shall not be reasonably assured
                  to it, and none of the provisions contained in this Agreement
                  shall in any event require Trustee to perform, or be
                  responsible for the manner of performance of, any of the
                  obligations of Servicer under this Agreement except during
                  such time, if any, as Trustee shall be the successor to, and
                  be vested with the rights, duties, powers and privileges of,
                  Servicer in accordance with the terms of this Agreement.

                       (v)  Except for actions expressly authorized by this
                  Agreement, Trustee shall take no action reasonably likely to
                  impair the security interests created or existing under any
                  Receivable or Financed Vehicle or to impair the value of any
                  Receivable or Financed Vehicle.

                       (vi) Trustee shall have no power to vary the corpus of
                  the Trust including (i) accepting any substitute obligation
                  for a Receivable initially assigned to Trustee under this
                  Agreement, (ii) adding any other investment, obligation or
                  security, or (iii) withdrawing any Receivable, except for a
                  withdrawal permitted under this Agreement.

                  Section 9.3. Trustee's Certificate. As soon as practicable
 after each Deposit Date on which Receivables shall be assigned to Seller
 pursuant to Section 2.4 or 10.2 or to Servicer pursuant to Section 3.7, as
 applicable, Trustee shall execute a certificate, prepared by Servicer,
 including its date and the date of the Agreement, and accompanied by a copy of
 Servicer's Report for the related Collection Period. Trustee's certificate
 shall operate, as of such Deposit Date, as an assignment pursuant to Section
 9.4.

                  Section 9.4. Trustee's Assignment of Purchased Receivables.
 With respect to all Receivables repurchased by Servicer pursuant to Section 2.4
 or Section 10.2, or purchased by Servicer pursuant to Section 3.7 or Section
 10.2, Trustee shall assign, without recourse, representation or warranty, to
 Servicer, all of Trustee's right, title and interest in and to such
 Receivables, and all security and documents and all other Trust Property
 conveyed pursuant to Section 2.1 with respect to such Receivables. Such
 assignment shall be a sale and assignment outright, and not for security. If,
 in any enforcement suit or legal proceeding, it is held that Servicer, may not
 enforce any such Receivable on the ground that it shall not be a real party in
 interest or a holder entitled to enforce the Receivable, Trustee shall, at the
 expense of Servicer, take such steps as Servicer, deems necessary to enforce
 the Receivable, including bringing suit in Trustee's name or the names of the
 Holders.

                  Section 9.5. Certain Matters Affecting Trustee. Except as
 otherwise provided in Section 9.2:

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                       (i)   Trustee may conclusively rely and shall be
               protected in acting or refraining from acting upon, any
               resolution, certificate of auditors or accountants or any other
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, appraisal, bond, note or
               other paper or document believed by it to be genuine and to have
               been signed or presented by the proper party or parties.

                       (ii)  Trustee may consult with counsel knowledgeable in
               the area and any opinion of Counsel shall be full and complete
               authorization and protection in respect of any action taken or
               suffered or omitted by it under this Agreement in good faith and
               in accordance with such written opinion of Counsel a copy of
               which shall be provided to Seller and Servicer.

                       (iii) Trustee shall be under no obligation 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 in relation to this Agreement, at the request, order or
               direction of any of the Holders pursuant to the provisions of
               this Agreement, unless such Holders shall have offered to Trustee
               security or indemnity satisfactory to Trustee against the costs,
               expenses, and liabilities that may be incurred therein or
               thereby. Nothing contained in this Agreement, however, shall
               relieve Trustee of the obligations, upon the occurrence of a
               Servicer Termination Event that is not timely cured or waived
               pursuant to Section 8.5, to exercise such of the rights and
               powers vested in it by this Agreement, and to use the same degree
               of care and skill in their exercise as a prudent man would
               exercise or use under the circumstances in the conduct of his own
               affairs; provided that if Trustee assumes the duties of Servicer
               pursuant to Section 8.2, Trustee in performing such duties shall
               use the degree of skill and attention required by Section 3.1.

                       (iv)  Trustee shall not be personally liable for any
               action taken, suffered or omitted by it in good faith and
               believed by it to be authorized or within the discretion, rights
               or powers conferred upon it by this Agreement.

                       (v)   Prior to the occurrence of a Servicer Termination
               Event and after the curing of all Servicer Termination Events
               that may have occurred, Trustee shall not be bound to make any
               investigation into the facts of any matters stated in any
               resolution, certificate, statement, instrument, opinion, report,
               notice, request, consent, direction, order, approval, bond, note
               or other paper or document, unless requested in writing so to do
               by the Majority Holders; provided that if the payment within a
               reasonable time to Trustee of the costs, expenses, or liabilities
               likely to be incurred by it in the making of an investigation
               requested by the Holders is, in the opinion of Trustee, not
               reasonably assured to Trustee by the security afforded to it by
               the terms of this Agreement, Trustee may require

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          indemnity satisfactory to it against such cost, expense, or liability
          as a condition to so proceeding. The reasonable expense of every such
          examination shall be paid by Servicer, or, if paid by Trustee, shall
          be reimbursed by Servicer upon demand. Nothing in this clause (e)
          shall affect the obligation of Servicer to observe any applicable law
          prohibiting disclosure of information regarding the Obligors; provided
          further, that Trustee shall be entitled to make such further inquiry
          or investigation into such facts or matter as it may reasonably see
          fit, and if Trustee shall determine to make such further inquiry or
          investigation it shall be entitled to examine the books and records of
          Servicer, personally or by agent or attorney, at the sole cost and
          expense of Servicer.

               (vi)   Trustee may execute any of the trusts or powers hereunder
          or perform any duties under this Agreement either directly or by or
          through agents, attorneys, nominees or a custodian, and shall not be
          liable for the acts of such agents, attorney, nominees or custodians
          except for (i) acts of ________ or any successor agent carrying out
          Trustee's obligations with respect to the preparation of Servicer
          Reports and (ii) acts of any other agent, attorney, nominee or
          custodian if (A) Trustee has not acted with due care in their
          appointment or (B) Seller has not consented to their appointment.

               (vii)  Trustee shall not be required to make any initial or
          periodic examination of any documents or records related to the
          Receivables or Financed Vehicles for the purpose of establishing the
          presence or absence of defects, the compliance by Seller with its
          representations and warranties or for any other purpose.

               (viii) Trustee shall not be construed to be a guarantor of the
          performance of Servicer, nor shall Trustee have any duty to monitor
          the performance of Servicer other than as expressly stated in this
          Agreement.

               (ix)   Trustee shall not be required to take notice or be deemed
          to have notice of any Servicer Termination Event hereunder, except a
          Servicer Termination Event under Section 8.1(a)(i) or (ii), unless
          Trustee shall be specifically notified in writing of such Servicer
          Termination Event by Servicer, Seller or any Holder. All notices or
          other instruments required by this Agreement to be delivered to
          Trustee shall be delivered at the Corporate Trust Office and, in the
          absence of such notice so delivered, Trustee may conclusively assume
          there is no Servicer Termination Event except as aforesaid.

          Section 9.6. Trustee Not Liable for Certificates or Receivables.
Trustee assumes no responsibility for the correctness of the recitals contained
herein and in the Certificates (other than the certificate of authentication on
the Certificates). Except as expressly provided herein, Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the

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Certificates (other than Trustee's execution of, and the certificate of
authentication on, the Certificates), or of any Receivable or related document,
or for the validity of the execution by Seller and Servicer of this Agreement or
of any supplements hereto or instruments of further assurance, or for the
sufficiency of the Trust Property hereunder, and Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any covenants,
conditions or agreements on the part of Servicer under this Agreement except as
herein set forth; but Trustee may require Servicer to provide full information
and advice as to the performance of the aforesaid covenants, condition and
agreements. Trustee (solely in its capacity as such) shall have no obligation to
perform any of the duties of Servicer, except as explicitly set forth in this
Agreement. Trustee shall have no liability in connection with compliance of
Servicer with statutory or regulatory requirements to the Receivables. Trustee
shall not make or be deemed to have made any representations or warranties with
respect to the Receivables or the validity or sufficiency of any assignment of
the Receivables to the Trust or Trustee. Trustee (solely in its capacity as
such) shall at no time have any responsibility or liability for, or with respect
to, the legality, validity or enforceability of any security interest in any
Financed Vehicle or (prior to the time, if any, that Servicer is terminated as
custodian hereunder) any Receivable, or the perfection and priority of such a
security interest or the maintenance of any such perfection and priority, the
efficacy of the Trust or its ability to generate funds sufficient to provide for
the payments to be distributed to Holders under this Agreement, the existence,
condition, location, and ownership of any Financed Vehicle, the existence and
enforceability of the Insurance Policies, the existence and contents of any
Receivable or 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 Seller with any warranty or representation made
under this Agreement or in any related document and the accuracy, of any such
warranty or representation, prior to Trustee's receipt of notice or other
discovery of any noncompliance therewith or any breach thereof, any investment
of monies by Servicer or any loss resulting therefrom (it being understood that
Trustee shall remain responsible for any Trust Property that it may hold), the
acts or omissions of Seller, Servicer, or any Obligor, any action of Servicer
taken in the name of Trustee, or any action by Trustee taken at the instruction,
of Servicer (provided that such instruction is not in express violation of the
terms and provisions of this Agreement); provided that the foregoing shall not
relieve Trustee of its obligation to perform its duties under this Agreement.
Except with respect to a claim based on the failure of Trustee to perform its
duties under this Agreement (whether in its capacity as Trustee or as successor
Servicer) or based on Trustee's willful misconduct, negligence, or bad faith, or
based on Trustee's breach of a representation and warranty contained in Section
9.14, no recourse shall be had to Trustee (whether in its individual capacity or
as Trustee) for any claim based on any provision of this Agreement, the
Certificates, or any Receivable or assignment thereof against Trustee in its
individual capacity; Trustee shall not have any personal obligation, liability,
or duty whatsoever to any Holder or any other Person with respect to any such
claim. Trustee shall not be accountable for the use or application by Seller of
the proceeds of such Certificates, or for the use or application of any funds
paid to Servicer in respect of the Receivables prior to the time such amounts
are deposited in the Collection Account (whether or not the Collection Account
is maintained with Trustee). Trustee shall have no liability for any

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losses from the investment or reinvestment in Eligible Investments made in
accordance with Section 4.1.

          Section 9.7. Trustee May Own Certificates. Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not Trustee.

          Section 9.8. Trustee's Fees and Expenses. Servicer agrees to pay to
Trustee, and Trustee shall be entitled to, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts created by this Agreement and in the exercise and performance of any
of the powers and duties under this Agreement as Trustee, and Servicer shall pay
or reimburse Trustee upon its request for all reasonable expenses (including
expenses incurred in connection with notices or other communications to
Holders), disbursements and advances (including the reasonable compensation and
the reasonable expenses and disbursements of its counsel and of all persons not
regularly in its employ) incurred or made by Trustee in accordance with any of
the provisions of this Agreement (including the reasonable fees and expenses of
its agents, any co-trustee and counsel) or in defense of any action brought
against it in connection with this Agreement except any such expense,
disbursement or advance as may arise from its negligence, willful misfeasance,
or bad faith. Servicer's covenant to pay the expenses, disbursements and
advances provided for in the preceding sentence shall survive the termination of
this Agreement.

          Section 9.9. Eligibility Requirements for Trustee. Trustee shall at
all times be organized and doing business under the banking laws of the United
States or of any state thereof, shall be authorized under such laws to exercise
corporate trust powers, shall have a consolidated net worth of at least
$50,000,000 and shall be subject to supervision or examination by federal or
state banking authorities. If Trustee 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 9.9,
the consolidated net worth of such Trustee shall be deemed to be its
consolidated capital and surplus as set forth in its most recent consolidated
report of condition so published. In case at any time Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.9, Trustee shall
resign immediately in the manner and with the effect specified in Section 9.10.

          Section 9.10. Resignation or Removal of Trustee. (1) Trustee may at
any time resign and be discharged from the trusts hereby created by giving 30
days' prior written notice thereof to Servicer. Upon receiving such notice of
resignation, Servicer shall promptly appoint a successor Trustee, by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee;
provided, however, that such right to appoint or to

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petition for the appointment of any such successor shall in no event relieve the
resigning Trustee from any obligations otherwise imposed on it under this
Agreement and the Basic Documents until such successor has in fact assumed such
appointment.

               (ii)  If at any time Trustee shall cease to be eligible in
          accordance with the provisions of Section 9.9 and shall fail to resign
          after written request therefor by Servicer, or if at any time Trustee
          shall be legally unable to act, or shall be adjudged bankrupt or
          insolvent, or a receiver, conservator or liquidator of Trustee or of
          its property shall be appointed, or any public officer shall take
          charge or control of Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation, then Servicer
          may remove Trustee. If Trustee is removed under the authority of the
          immediately preceding sentence, Servicer shall promptly appoint a
          successor trustee by written instrument, in duplicate, one copy of
          which instrument shall be delivered to Trustee so removed, the
          successor Trustee, the Holders at their respective addresses of record
          and the Rating Agencies.


               (iii) Any resignation or removal of Trustee and appointment of a
          successor Trustee pursuant to any of the provisions of this Section
          9.10 shall not become effective until acceptance of appointment by the
          successor Trustee pursuant to Section 9.11.

               (iv)  The respective obligations of Seller and Servicer described
          in this Agreement shall survive the removal or resignation of Trustee
          as provided in this Agreement.

          Section 9.11. Successor Trustee. (1) Any successor Trustee appointed
pursuant to Section 9.10 shall execute, acknowledge, and deliver to Servicer and
to its predecessor Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all rights, powers, duties, and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Trustee. The predecessor Trustee shall deliver to the
successor Trustee all documents and statements held by it under this Agreement,
and Servicer and the predecessor 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 Trustee all such rights,
powers, duties, and obligations.

               (ii)  No successor Trustee shall accept appointment as provided
          in this Section 9.11 unless at the time of such acceptance such
          successor Trustee shall be eligible pursuant to Section 9.9.

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               (iii) Upon acceptance of appointment by a successor Trustee
          pursuant to this Section 9.11, Servicer shall mail notice of such
          acceptance by the successor Trustee under this Agreement to all
          Holders at their respective addresses of record and to the Rating
          Agencies. If Servicer shall fail to mail such notice within 10 days
          after acceptance of appointment by the successor Trustee, the
          successor Trustee shall cause such notice to be mailed at the expense
          of Servicer.

               (iv)  No predecessor Trustee shall be liable for the acts or
          omissions of any successor Trustee.

          Section 9.12. Merger or Consolidation of or Assumption of Obligations
of Trustee. Any corporation or banking association which is eligible to be a
successor Trustee under Section 9.9 (a) into which Trustee may be merged or
consolidated, (b) that may result from any merger, conversion or consolidation
to which Trustee shall be a party, or (c) that may succeed by purchase and
assumption to the business of Trustee, where Trustee is not the surviving
entity, which corporation or banking association executes an agreement of
assumption to perform every obligation of Trustee under this Agreement, shall be
the successor of Trustee hereunder, 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 notwithstanding. Trustee shall promptly notify Servicer
and each Rating Agency of any such merger, conversion, consolidation or purchase
and assumption where Trustee is not the surviving entity.

          Section 9.13. Appointment of Co-Trustee or Separate Trustee. (1)
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 Trust Property or any Financed Vehicle may at the time be located,
Servicer and Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by Trustee to
act as co-trustee, jointly with Trustee, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person, in such
capacity and for the benefit of the Holders, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section 9.13, such
powers, duties, obligations, rights, and trusts as Servicer and Trustee may
consider necessary or desirable. If Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
case a Servicer Termination Event shall have occurred and be continuing, 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 9.9 and no notice to Holders of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 9.11. Notwithstanding the appointment of a co-trustee or separate
trustee hereunder, Trustee shall not be relieved of any of its obligations under
this Agreement.

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

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                         (i)   All rights, powers, duties, and obligations
                         conferred or imposed upon Trustee shall be conferred
                         upon and exercised or performed by 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 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 (whether as Trustee under
                         this Agreement or as successor to Servicer under this
                         Agreement), 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 Property 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 Trustee.

                         (ii)  No trustee under this Agreement shall be
                         personally liable by reason of any act or omission of
                         any other trustee under this Agreement.

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

                         (iii) Any notice, request or other writing given to
               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 in particular to the
               provisions 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 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 protection to, Trustee. Each such instrument shall
               be filed with Trustee and a copy thereof given to Servicer.

                         (iv)  Any separate trustee or co-trustee may, at any
               time, appoint Trustee its agent or attorney-in-fact with full
               power and authority, to the extent not prohibited by law, to do
               any lawful act under or in respect of this Agreement on its
               behalf and in its name. If any separate trustee or co-trustee
               shall die, become incapable of acting, resign or be removed, all
               of its estates, properties, rights, remedies and trusts shall
               vest in and be exercised by Trustee, to the extent permitted by
               law, without the appointment of a new or successor trustee.
               Trustee shall promptly notify Servicer and each Rating Agency of
               any appointment made pursuant to this Section 9.13.

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               Section 9.14. Representations and Warranties of Trustee. Trustee
makes the following representations and warranties on which Seller, Servicer,
and Holders may rely:

                         (i)   Organization and Good Standing. Trustee is a duly
               organized, validly existing, and in good standing under the laws
               of ____________.

                         (ii)  Power and Authority. Trustee has full power,
               authority and legal right to execute, deliver, and perform this
               Agreement and the Basic Documents and has taken all necessary
               action to authorize the execution, delivery, and performance by
               it of this Agreement and the Basic Documents to which it is a
               party.

                         (iii) Enforceability. This Agreement and the Basic
               Documents to which it is a party have been duly executed and
               delivered by Trustee and this Agreement and such Basic Documents
               constitute legal, valid and binding obligations of Trustee
               enforceable against Trustee in accordance with their respective
               terms, except as such enforceability may be limited by applicable
               bankruptcy, insolvency, reorganization, moratorium or other
               similar laws now or hereafter in effect affecting the enforcement
               of creditors' rights generally and except as such enforceability
               may be limited by equitable limitations on the availability of
               specific remedies.

                         (iv)  No Consent Required. No approval, authorization,
               consent, license or other order or action of, or filing or
               registration with, any governmental authority, bureau or agency
               is required in connection with the execution, delivery or
               performance by Trustee of this Agreement, the Basic Documents or
               the consummation of the transactions contemplated hereby or
               thereby.

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

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               Section 9.15. Reports by Trustee. Trustee shall provide to any
Holder or Certificate Owner who so requests in writing (addressed to the
Corporate Trust Office) a copy of any Servicer's Report, the annual statement
described in Section 3.10, and the annual accountant's examination described in
Section 3.11. Trustee may require any Holder or Certificate Owner requesting
such report to pay a reasonable sum to cover the cost of Trustee's complying
with such request.

               Section 9.16. Tax Returns. Servicer shall prepare or shall cause
to be prepared any tax returns on Form 1065 (or other applicable form) required
to be filed by the Trust and shall remit such returns to Trustee for signature
at least five days before such returns are due to be filed. Trustee, upon
request, will furnish Servicer with all such information actually known to an
Authorized Officer of Trustee as may be reasonably required in connection with
the preparation of all tax returns of the Trust, and shall, upon request,
execute such returns. Servicer shall prepare the tax returns of the Trust in
accordance with the Code and any regulations (including, to the extent
applicable by their terms, proposed regulations) thereunder.

               Section 9.17. Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by Trustee without the possession of
any of the Certificates or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by Trustee shall be brought in its
own name as trustee. Any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
Trustee, its agents and counsel, be for the ratable benefit of the Holders in
respect of which such judgment has been obtained.

ARTICLE X. TERMINATION.

               Section 10.1. Termination of the Trust. (1) The Trust, and the
respective obligations and responsibilities of Seller, Servicer and Trustee
hereunder, shall terminate (except as otherwise expressly provided herein) upon
the earliest of: (i) the Distribution Date next succeeding the purchase by
Servicer at its option, pursuant to Section 10.2, of the Receivables (other than
Defaulted Receivables) remaining in the Trust, (ii) the payment to Holders of
all amounts required to be paid to them pursuant to this Agreement or (iii) the
Distribution Date next succeeding the month which is six months after the
maturity or the liquidation of the last Receivable held in the Trust and the
disposition of any amounts received upon liquidation of any property remaining
in the Trust; provided that in no event shall the Trust created by this
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living on the date of this Agreement of Rose Kennedy
of the Commonwealth of Massachusetts. Servicer shall promptly notify Trustee of
any prospective termination pursuant to this Section 10.1.

                    (ii) Notice of any termination, specifying the Distribution
               Date upon which the Holders may surrender the Certificates to
               Trustee for payment of the

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               final distribution and cancellation, shall be given promptly by
               Trustee by letter to Holders of record and the Rating Agencies
               mailed not earlier than the 15th day and not later than the 25th
               day of the month next preceding the specified Distribution Date
               stating the amount of any such final payment and that the Record
               Date otherwise applicable to such Distribution Date is not
               applicable, payments being made only upon presentation and
               surrender of the Certificates at the office of Trustee therein
               specified. Upon presentation and surrender of the Certificates,
               Trustee shall cause to be distributed to Holders amounts
               distributable on such Distribution Date pursuant to Section 4.5.
               Amounts remaining in the Trust after distribution, or after
               setting aside all funds required for distribution, to the Holders
               shall be distributed to M&I Bank.


                         (iii) In the event that all of the Holders shall not
               surrender their Certificates for cancellation within six months
               after the date specified in the above-mentioned written notice,
               Trustee shall give a second written notice to the remaining
               Holders to surrender their Certificates for cancellation and
               receive the final distribution with respect thereto. Trustee
               shall after giving such notice to deliver or cause to be
               delivered to Servicer the Certificate Register. If within one
               year after the second notice all the Certificates shall not have
               been surrendered for cancellation, Servicer may take appropriate
               steps, or may appoint an agent to take appropriate steps, to
               contact the remaining Holders 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 in the Trust after exhaustion of such remedies
               shall be distributed by Trustee to M&I Bank.

               Section 10.2. Optional Purchase of All Receivables. If the Pool
Factor shall be .0500000 or less as of the last day of any Collection Period,
Servicer shall have the option to purchase the remaining Trust Property on any
Distribution Date occurring in a subsequent Collection Period. To exercise such
option, Servicer shall deposit the aggregate Purchase Amount for the remaining
Receivables (other than Defaulted Receivables) into the Collection Account on
the Deposit Date occurring in the month in which such repurchase is to be
effected. The payment shall be made in the manner specified in Section 4.4, and
shall be distributed pursuant to Section 4.5. Upon such payment Servicer shall
succeed to and own all interests in and to the Trust Property (subject to the
rights of the Holders to receive a final distribution on the related
Distribution Date).

ARTICLE XI. MISCELLANEOUS PROVISIONS.

               Section 11.1. Amendment. (1) This Agreement may be amended by
Seller, Servicer and Trustee, without the consent of any of the Holders, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or modifying in any manner the rights of the
Holders; provided that such action shall not, as

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evidenced by an Opinion of Counsel to Seller delivered to Trustee, materially
and adversely affect the interests of any Holder.

                         (ii)  This Agreement may be amended by Seller, Servicer
               and Trustee without the consent of any of the Holders (i) to add,
               modify or eliminate such provisions as may be necessary or
               advisable in order to enable all or a portion of the Trust to
               qualify as, and to permit an election to be made to cause all or
               a portion of the Trust to be treated as, a "financial asset
               securitization investment trust" as described in the provisions
               of the "Small Business Job Protection Act of 1996," or to enable
               all or a portion of the Trust to qualify and an election to be
               made for similar treatment under such comparable subsequent
               federal income tax provisions as may ultimately be enacted into
               law, and (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
               Certificates and the Trust in the absence of the election; it
               being a condition to any such amendment that each Rating Agency
               will have notified the Seller, the Servicer and the Trustee in
               writing that the amendment will not result in a reduction or
               withdrawal of the rating of any outstanding Certificates with
               respect to which it is a Rating Agency.

                         (iii) This Agreement may be amended by Seller, Servicer
               and Trustee without the consent of any of the Holders to add,
               modify or eliminate such provisions as may be necessary or
               advisable in order to enable (i) the transfer to the Trust of all
               or any portion of the Receivables to be derecognized under
               generally accepted accounting principles ("GAAP") by Seller to
               the Trust, (ii) the Trust to avoid becoming a member of Seller's
               consolidated group under GAAP; or (iii) the Seller, M&I Bank or
               any of their Affiliates to otherwise comply with or obtain more
               favorable treatment under any law or regulation or any accounting
               rule or principle; it being a condition to any such amendment
               that each Rating Agency will have notified the Seller, the
               Servicer and the Trustee in writing that the amendment will not
               result in a reduction or withdrawal of the rating of any
               outstanding Certificates with respect to which it is a Rating
               Agency.

                         (iv)  This Agreement may also be amended from time to
               time by Seller, Servicer and Trustee, with the consent of the
               Majority Holders, 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
               Holders; provided that no such amendment shall (i) increase or
               reduce in any manner the amount of, or accelerate or delay the
               timing of, collections of payments on Receivables or
               distributions that shall be required to be made on any
               Certificate without the consent of all adversely affected
               Holders, (ii) reduce the percentage of the aggregate outstanding
               principal balance of the Certificates, the Holders of which are
               required to consent to any such amendment, without the

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          consent of all Holders, (iii) materially and adversely affect the
          interests of either the Class A Holders or the Class B Holders without
          the consent of the Holders of Class A Certificates or Class B
          Certificates, as the case may be, evidencing not less than a majority
          of the aggregate outstanding principal balance of the Class A
          Certificates or the Class B Certificates, as the case may be, or (iv)
          cause either Rating Agency to downgrade or withdraw its rating of the
          Class A Certificates or the Class B Certificates without the consent
          of Holders of Class A Certificates or Class B Certificates, as the
          case may be, evidencing more than 66 2/3% of the aggregate outstanding
          principal balance of the Class A Certificates or the Class B
          Certificates, as the case may be. Promptly after the execution of any
          such amendment or consent, Trustee shall furnish written notification
          of the substance of such amendment or consent to each Holder.

                (v)     It shall not be necessary for the consent of Holders
          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 shall approve the substance thereof. The manner of obtaining
          such consents and of evidencing the authorization of the execution
          thereof by Holders shall be subject to such reasonable requirements as
          Trustee may prescribe.


                (vi)    Notice of any amendment of this Agreement shall be sent
          by Servicer to each Rating Agency, at such address as such Rating
          Agency may from time to time specify in writing.

                (vii)   In connection with any amendment pursuant to this
          Section 11.1 Trustee shall be entitled to receive an Opinion of
          Counsel to the effect that such amendment is authorized or permitted
          by the Agreement.

          Section 11.2. Protection of Title to Trust Property. (1) Servicer
shall execute and file such financing statements and cause to be executed and
filed such continuation statements, all in such manner and in such places as may
be required by law fully to preserve, maintain and protect the interest of the
Holders and Trustee under this Agreement in the Trust Property and in the
proceeds thereof. Servicer shall deliver (or cause to be delivered) to Trustee
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing. If Servicer fails to perform
its obligations under this subsection, Trustee may (but shall not be obligated
to) do so, at the expense of Servicer.

                (ii)    Neither Seller nor Servicer shall change its name,
          identity or corporate structure in any manner that would, could or
          might make any financing statement or continuation statement filed by
          Servicer in accordance with subsection (a) misleading within the
          meaning of the UCC, unless it shall have given Trustee at least 60
          days' prior written notice thereof and shall have

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          promptly filed appropriate amendments to all previously filed
          financing statements or continuation statements.

                (iii)   Seller and Servicer shall give Trustee at least 60 days'
          prior written notice of any relocation of its principal executive
          office if, as a result of such relocation, the applicable provisions
          of the UCC would require the filing of any amendment of any previously
          filed financing or continuation statement or of any new financing
          statement. Seller and Servicer shall at all times maintain each office
          from which it shall service Receivables, and its principal executive
          office, within the United States of America.

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

                (v)     Servicer shall maintain its computer systems so that,
          from and after the time of sale under this Agreement of the
          Receivables to Trustee, Servicer's master computer records (including
          archives) that shall refer to a Receivable indicate clearly that such
          Receivable is owned by the Trust. Indication of the Trust's ownership
          of a Receivable shall be deleted from or modified on Servicer's
          computer systems when, and only when, the Receivable shall be paid or
          shall become a Purchased Receivable.

                (vi)    If at any time Seller, M&I Bank or Servicer shall
          propose to sell, grant a security interest in or otherwise transfer
          any interest in motor vehicle loans and/or retail installment sales
          contracts to any prospective purchaser, lender or other transferee,
          Seller, Transferor Servicer, as the case may be, shall give to such
          prospective purchaser, lender or other transferee computer tapes,
          records or printouts (including any restored from archives) that, if
          they shall refer in any manner whatsoever to any Receivable, shall
          indicate clearly that such Receivable has been sold and is owned by
          the Trust.

                (vii)   Upon request, Servicer, at its expense, shall furnish to
          Trustee, within thirty days, a list of all Receivables then held as
          part of the Trust, together with a reconciliation of such list to each
          Schedule of Receivables and to each of Servicer's Reports furnished
          pursuant to Section 3.9 indicating removal of Receivables from the
          Trust.

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                (viii)  Servicer shall deliver to Trustee upon the Closing Date,
          and upon the execution and delivery of each amendment, if any, of this
          Agreement an Opinion of Counsel to Servicer either (i) stating that,
          in the opinion of such counsel, no filings or other action, other than
          the filings required in the appropriate filing offices as described in
          such opinion, are necessary to perfect and maintain (A) the security
          interest of Trustee in the Financed Vehicles, subject to the
          exceptions stated therein, and (B) the interest of Trustee in the
          Receivables and the proceeds thereof against third parties, subject to
          the exceptions stated therein, and reciting the details of such
          filings or referring to prior Opinions of Counsel in which such
          details are given, or (ii) stating that, in the opinion of such
          counsel, no such action shall be necessary to perfect or complete the
          perfected status of such interest.

                (ix)    Servicer shall permit Trustee and its agents, at the
          expense of Trustee (except after a Servicer Termination Event, in
          which case such cost will be at the expense of Servicer), at any time
          to inspect, audit and make copies of and abstracts from Servicer's
          records regarding any Receivables then or previously included in the
          Trust.

          Section 11.3. Limitation on Rights of Holders. (1) The death or
incapacity of any Holder shall not operate to terminate this Agreement or the
Trust, or entitle the Holder's legal representatives or heirs to claim an
accounting or to take any action or commence any proceeding in any court for a
partition or winding up of the Trust, or otherwise affect the rights,
obligations and liabilities of the parties to this Agreement or any of them.


                (ii)    No Holder shall have any right to vote (except as
          expressly provided herein) or in any manner otherwise control the
          operation and management of the Trust or the obligations of the
          parties to this Agreement, nor shall anything set forth in this
          Agreement, or contained in the terms of the Certificates, be construed
          so as to constitute the Holders as partners or members of an
          association; nor shall any Holder be under any liability to any third
          party by reason of any action taken pursuant to any provision of this
          Agreement.

                (iii)   No Holder shall have any right by virtue or by availing
          itself of any provisions of this Agreement to institute any suit,
          action or proceeding in equity or at law upon or under or with respect
          to this Agreement, unless such Holder previously shall have given to
          Trustee a written notice of default and of the continuance thereof, as
          hereinbefore provided, and unless, with respect to the Class A
          Certificates, Class A Holders evidencing not less than a majority of
          the aggregate outstanding principal balance of the Class A
          Certificates or, with respect to the Class B Certificates, Class B
          Holders evidencing not less than a majority of the aggregate
          outstanding principal balance of the Class B Certificates, shall have
          made written request upon Trustee to institute such action, suit or

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          proceeding in its own name as Trustee under the Agreement and shall
          have offered to Trustee such reasonable indemnity as it may require
          against the costs, expenses and liabilities to be incurred therein or
          thereby, and Trustee, for _ days after its receipt of such notice,
          request and offer of indemnity satisfactory to it, shall have
          neglected or refused to institute any such action, suit or proceeding;
          no one or more Holders of Certificates shall have any right in any
          manner whatever by virtue or by availing itself or themselves of any
          provisions of this Agreement to affect, disturb or prejudice the
          rights of the Holders of any other of the Certificates, or to obtain
          or seek to obtain priority over or preference to any other such Holder
          or to enforce any right under this Agreement, except in the manner
          provided in this Agreement and for the equal, ratable and common
          benefit of all Class A Holders or Class B Holders, as the case may be.
          For the protection and enforcement of the provisions of this Section
          11.3, each Holder and Trustee shall be entitled to such relief as can
          be given either at law or in equity.

          Section 11.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; EXCEPT THAT
THE GRANT OF A SECURITY INTEREST IN THE RESERVE ACCOUNT PROPERTY AND THE
PERFECTION, EFFECT OF PERFECTION, AND PRIORITY OF SUCH SECURITY INTEREST SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF ______________.

          Section 11.5. Notices. All demands, notices, and communications under
this Agreement shall be in writing, personally delivered, or sent by telecopier,
overnight mail or mailed by certified mail, return receipt requested, and shall
be deemed to have been duly given upon receipt (a) in the case of Seller to M&I
Dealer Auto Securitization, LLC, c/o M&I Marshall & Ilsley Bank, 770 North Water
Street, Milwaukee, Wisconsin 53202, Attention: _______________; (b) in the case
of Servicer, to M&I Marshall & Ilsley Bank, 770 North Water Street, Milwaukee,
Wisconsin 53202, Attention: ______________; (c) in the case of Trustee, at the
Corporate Trust Office, facsimile number: ______________; (d) in the case of
Moody's Investors Service, Inc., at the following address: Moody's Investors
Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York
10007, facsimile number: (212) 553-3850; (e) in the case of Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc., at the
following address: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., 25 Broadway, 20th Floor, New York, New York 10004,
Attention: Asset Backed Surveillance Department, facsimile number: (212)
208-0030; and (f) in the case of Fitch, to __________________. Any notice
required or permitted to be mailed to a Holder shall be given by first class
mail, postage prepaid, at the address of record of such Holder. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Holder shall receive such
notice.

                                       75

<PAGE>

          Section 11.6. Severability of Provisions. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement, and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.

          Section 11.7. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 2.5, 3.1, 6.3 and 7.3, this
Agreement may not be assigned by Seller or Servicer. This Agreement may not be
assigned by Trustee except as provided by Sections 9.10 through 9.13.

          Section 11.8. Certificates Nonassessable and Fully Paid. The interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust or for any reason whatsoever, and, upon authentication
thereof by Trustee pursuant to Section 5.1, each Certificate shall be deemed
fully paid.

          Section 11.9. Intention of Parties. (1) The execution and delivery of
this Agreement shall constitute an acknowledgment by Seller and Trustee, on
behalf of the Holders, that it is intended that the assignment and transfer
herein contemplated constitute a sale and assignment outright, and not for
security, of the Receivables and the other Trust Property, conveying good title
thereto free and clear of any liens, from Seller to the Trust, and that the
Receivables and the other Trust Property shall not be a part of Seller's estate
in the event of the insolvency, receivership, conservatorship or the occurrence
of another similar event, of, or with respect to, Seller. In the event that such
conveyance is determined to be made as security for a loan made by the Trust or
the Holders to the Seller, the parties intend that Seller shall have granted to
Trustee a security interest in all of Seller's right, title and interest in and
to the Trust Property conveyed to the Trust pursuant to Section 2.1, and that
this Agreement shall constitute a security agreement under applicable law.

                (ii)    The execution and delivery of this Agreement shall
          constitute an acknowledgment by Seller and Trustee on behalf of the
          Holders that they intend that the Trust be classified (for Federal tax
          purposes) as a grantor trust under Subpart E, Part I of Subchapter J
          of the Internal Revenue Code of which the Holders are owners, rather
          than as an association taxable as a corporation. The powers granted
          and obligations undertaken in this Agreement shall be construed so as
          to further such intent.

          Section 11.10. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                                       76

<PAGE>

          Section 11.11. Further Assurances. Seller and Servicer agree to do and
perform, from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by Trustee more fully to effect the
purposes of this Agreement, including without limitation, the execution of any
financing statements or continuation statements relating to the Receivables for
filing under the provisions of the UCC of any applicable jurisdiction.

          Section 11.12. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Trustee or the Holders, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges therein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

                                       77

<PAGE>

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

                                  M&I DEALER AUTO SECURITIZATION, LLC


                                  By:  ________________________________________
                                       Name:
                                       Title:

                                  M&I MARSHALL & ILSLEY BANK, as Servicer


                                  By:  ________________________________________
                                       Name:
                                       Title:


                                  ____________________________________,
                                  as Trustee

                                  By:  ________________________________________
                                       Name:
                                       Title:

                                       78

<PAGE>

                                   SCHEDULE A

                          LOCATION OF RECEIVABLE FILES

                                       79

<PAGE>

                           FORM OF CLASS A CERTIFICATE
                           ---------------------------

                                                                       EXHIBIT A

                       M&I AUTO RECEIVABLES TRUST 200__-__

                    _____% ASSET BACKED CERTIFICATE, CLASS A

Evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of fixed rate simple interest retail motor
vehicle loans and/or retail installment sales contracts (the "Receivables")
secured by the new and used automobiles and light duty trucks financed thereby
(the "Financed Vehicles") and sold to the Trust by M&I Dealer Auto
Securitization, LLC

THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE TRUST AND
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF M&I AUTO RECEIVABLES TRUST
200__-___. THIS CERTIFICATE AND THE RECEIVABLES ARE NOT DEPOSITS AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.

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

NUMBER                                                CUSIP_____________________
________________                                      $_________________________
                                                     Original Certificate Amount

                               Exhibit A, Page 1

<PAGE>

          THIS CERTIFIES THAT ___________________ is the registered owner of a
______________ dollars, nonassessable, fully paid, fractional undivided interest
in M&I Auto Receivables Trust 200__-___ (the "Trust") formed pursuant to a
Pooling and Servicing Agreement dated as of ___________, 200[_] (the
"Agreement") among M&I Dealer Auto Securitization LLC, a Delaware limited
liability company (the "Seller"), M&I Marshall & Ilsley Bank, a Wisconsin
banking association ("Servicer") and _____________, a _______________ , as
trustee (the "Trustee").

          To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Agreement. This Certificate is
one of the duly authorized Certificates designated as "_____% Asset Backed
Certificates, Class A" (herein called the "Class A Certificates"). Also issued
under the Agreement are Certificates designated as "_____% Asset Backed
Certificates, Class B" (the "Class B Certificates"). The Class A Certificates
and the Class B Certificates are hereinafter collectively called the
"Certificates." This Certificate is issued under and is subject to the terms,
provisions, and conditions of the Agreement, to which the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The Trust Property includes (as more fully described in the Agreement)
a pool of Receivables, certain monies received under the Receivables after
___________ __, 200[_] (the "Cutoff Date"), security interests in the Financed
Vehicles, and proceeds of the foregoing.

          Subject to the terms and conditions of the Agreement (including the
availability of funds for distributions) and until the obligations created by
the Agreement shall have terminated in accordance therewith, there will be
distributed, but only from funds on deposit in the Class A Distribution Account,
on the _th day of each month or, if such _th day is not a Business Day, the next
succeeding Business Day (each such date, a "Distribution Date"), commencing
_________ __, 200[_], to the Person in whose name this Certificate is registered
at the close of business on the last day of the preceding Collection Period (the
"Record Date"), such Holder's fractional undivided interest in the amounts to be
distributed to Class A Holders pursuant to the Agreement on such Distribution
Date.

          Distributions on this Certificate will be made by Trustee by check
mailed to the Holder of record at its address as it appears in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon, except that with respect to a Certificate registered in
the name of a Clearing Agency or its nominee, distributions will be made by wire
transfer of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after due notice by Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency maintained for that purpose by Trustee.

          This Certificate does not purport to summarize the Agreement and
reference is hereby made to the Agreement for information with respect to the
rights, benefits, obligations and duties evidenced thereby.

                               Exhibit A, Page 2

<PAGE>

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

        Each Holder, by its acceptance of a Certificate or a beneficial interest
in a Certificate, acknowledges and agrees that they intend that the Trust be
classified (for Federal tax purposes) as a grantor trust under Subpart E, Part I
of Subchapter J of the Internal Revenue Code of which the Holders are owners,
rather than as an association taxable as a corporation.

        IN WITNESS WHEREOF, Trustee, on behalf of the Trust, and not in its
individual capacity, has caused this Certificate to be duly executed.

                                 [_____________________________________________]

                                 By:    _______________________________________,
                                        as Trustee

                                 By:    ________________________________________
                                        Authorized Officer

                                 DATED:

                                 [SEAL]

                                 ATTEST:

                                 _______________________________________________
                                        Authorized Officer

Trustee's Certificate of Authentication:

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

                                 _________________________________________ BANK,
                                        as Trustee

                                 By:    ________________________________________
                                        Authorized Officer


                               Exhibit A, Page 3



<PAGE>

                           FORM OF CLASS B CERTIFICATE
                           ---------------------------

                                                                       EXHIBIT B

                      M&I AUTO RECEIVABLES TRUST 200__-___


                    _____% ASSET BACKED CERTIFICATE, CLASS B

Evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of fixed rate simple interest retail motor
vehicle loans and/or retail installment sales contracts (the "Receivables")
secured by the new and used automobiles and light duty trucks financed thereby
(the "Financed Vehicles") and sold to the Trust by M&I Dealer Auto
Securitization, LLC.

THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE TRUST AND
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF M&I AUTO RECEIVABLES TRUST
200__-___. THIS CERTIFICATE AND THE RECEIVABLES ARE NOT DEPOSITS AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.

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

NUMBER                                               CUSIP _____________________
_____________________                                $__________________________
                                                     Original Certificate Amount


                               Exhibit B, Page 1



<PAGE>

           THIS CERTIFIES THAT ________________ is the registered owner of a
_________________ dollars, nonassessable, fully paid, fractional undivided
interest in the M&I Auto Receivables Trust 200__-___ (the "Trust") formed
pursuant to a Pooling and Servicing Agreement dated as of ________ __, 200[_]
(the "Agreement") among M&I Dealer Auto Securitization, LLC, a Delaware limited
liability company (the "Seller"), M&I Marshall & Ilsley Bank, a Wisconsin
banking association (the "Servicer") and _____________, a _____________, as
trustee (the "Trustee").

           To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "_____%
Asset Backed Certificates, Class B" (herein called the "Class B Certificates").
Also issued under the Agreement are Certificates designated as "_____% Asset
Backed Certificates, Class A" (the "Class A Certificates"). The Class A
Certificates and the Class B Certificates are hereinafter collectively called
the "Certificates." This Certificate is issued under and is subject to the
terms, provisions, and conditions of the Agreement, to which the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The Trust Property includes (as more fully described in the Agreement)
a pool of Receivables, certain monies received under the Receivables after
________ __, 200[_] (the "Cutoff Date"), security interests in the Financed
Vehicles, and proceeds of the foregoing. The rights of the Holder of the Class B
Certificates are subordinated to the rights of the Holders of the Class A
Certificates to the extent set forth in the Agreement.

           Subject to the terms and conditions of the Agreement (including the
availability of funds for distributions and the subordination of the Class B
Certificates) and until the obligations created by the Agreement shall have
terminated in accordance therewith, there will be distributed, but only from
funds on deposit in the Class B Distribution Account, on the _th day of each
month or, if such _th day is not a Business Day, the next succeeding Business
Day (each such date, a "Distribution Date"), commencing _______ _, 200[_], to
the Person in whose name this Certificate is registered at the close of business
on the last day of the preceding Collection Period (the "Record Date"), such
Holder's fractional undivided interest in the amounts to be distributed to Class
B Holders pursuant to the Agreement on such Distribution Date.

           Distributions on this Certificate will be made by Trustee by check
mailed to the Holder of record at its address as it appears in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon, except that with respect to a Certificate registered in
the name of a Clearing Agency or its nominee, distributions will be made by wire
transfer of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after due notice by Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency maintained for that purpose by Trustee.

                               Exhibit B, Page 2



<PAGE>

           This Certificate does not purport to summarize the Agreement and
reference is hereby made to the Agreement for information with respect to the
rights, benefits, obligations and duties evidenced thereby.

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

           Each Holder, by its acceptance of a Certificate or a beneficial
interest in a Certificate, acknowledges and agrees that they intend that the
Trust be classified (for Federal tax purposes) as a grantor trust under Subpart
E, Part I of Subchapter J of the Internal Revenue Code of which the Holders are
owners, rather than as an association taxable as a corporation.

           IN WITNESS WHEREOF, Trustee, on behalf of the Trust, and not in its
individual capacity, has caused this Certificate to be duly executed.

                                  [____________________________________________]

                                  By:    ___________________________, as Trustee


                                  By:    _______________________________________
                                         Authorized officer

                                  DATED:

                                  [SEAL]

                                  ATTEST:


                                  ______________________________________________
                                  Authorized Officer

Trustee's Certificate of Authentication:

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

                                  _____________________________ BANK, as Trustee


                                  By:    _______________________________________
                                         Authorized Officer


                               Exhibit B, Page 3



<PAGE>

                                                                       EXHIBIT C

                            Form of Servicer's Report











                               Exhibit C, Page 1