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                                                                    Exhibit 10.3


                        FORM OF ADMINISTRATION AGREEMENT

     This ADMINISTRATION AGREEMENT, dated as of ________, 200[ ] (as from time
to time amended, supplemented or otherwise modified and in effect, this
"Agreement"), is by and among M&I AUTO RECEIVABLES [TRUST][LLC] 200_-_, a
[common law trust] [limited liability company] (the "Issuer"), M&I MARSHALL &
ILSLEY BANK, a Wisconsin banking association, as administrator (the
"Administrator"), and __________________, a __________, not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee").

     WHEREAS, the Issuer is issuing the Notes pursuant to the Indenture and the
Certificates pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including (i) the Sale and Servicing
Agreement, (ii) the Depository Agreements, and (iii) the Indenture (the Sale and
Servicing Agreement, the Depository Agreements and the Indenture being referred
to hereinafter collectively as the "Related Agreements");

     WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator
perform certain duties of the Issuer and the Owner Trustee under the Related
Agreements and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as the Issuer and the Owner Trustee
may from time to time request; and

     WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:

     1. Definitions and Usage. Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise defined
herein are defined in Appendix X to the Sale and Servicing Agreement, which also
contains rules as to usage that shall be applicable herein.

     2. Duties of the Administrator. Duties with Respect to the Indenture and
the Depository Agreements:

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      a.  The Administrator agrees to perform all its duties as Administrator
          and the duties of the Issuer under the Depository Agreements. In
          addition, the Administrator shall consult with the Owner Trustee
          regarding the duties of the Issuer under the Indenture and the
          Depository Agreements.

      b.  The Administrator shall monitor the performance of the Issuer and
          shall advise the Owner Trustee when action is necessary to comply with
          the Issuer's duties under the Indenture and the Depository Agreements.

      c.  The Administrator shall prepare for execution by the Issuer, or shall
          cause the preparation by appropriate persons of, all such documents,
          reports, filings, instruments, certificates and opinions that it shall
          be the duty of the Issuer to prepare, file or deliver pursuant to the
          Indenture and the Depository Agreements.

      d.  In furtherance of the foregoing, the Administrator shall take all
          appropriate action that is the duty of the Issuer to take pursuant to
          the Indenture including, without limitation, such of the foregoing as
          are required with respect to the following matters under the Indenture
          (references are to sections of the Indenture):

          (1)  the duty to cause the Note Register to be kept and to give the
               Indenture Trustee notice of any appointment of a new Note
               Registrar and the location, or change in location, of the Note
               Register (Section 2.4);

          (2)  the preparation of or obtaining of the documents and instruments
               required for authentication of the Notes and delivery of the same
               to the Indenture Trustee (Section 2.2);

          (3)  the preparation, obtaining or filing of the instruments, opinions
               and certificates and other documents required for the release of
               property from the lien of the Indenture (Section 2.9);

          (4)  the preparation of Definitive Notes in accordance with the
               instructions of the Clearing Agency (Section 2.12);

          (5)  the maintenance of an office in the Borough of Manhattan, City of
               New York, for registration of transfer or exchange of Notes
               (Section 3.2);

          (6)  the duty to cause newly appointed Note Paying Agents, if any, to
               deliver to the Indenture Trustee the instrument specified in the
               Indenture regarding funds held in trust (Section 3.3);

          (7)  the direction to the Indenture Trustee to deposit monies with
               Note Paying Agents, if any, other than the Indenture Trustee
               (Section 3.3);

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          (8)  the obtaining and preservation of the Issuer's qualification to
               do business in each jurisdiction in which such qualification is
               or shall be necessary to protect the validity and enforceability
               of the Indenture, the Notes, the Collateral and each other
               instrument or agreement included in the Trust Estate (Section
               3.4);

          (9)  the preparation of all supplements and amendments to the
               Indenture and all financing statements, continuation statements,
               instruments of further assurance and other instruments and the
               taking of such other action as is necessary or advisable to
               protect the Trust Estate (Section 3.5);

          (10) the delivery of the Opinion of Counsel on the Closing Date and
               the annual delivery of Opinions of Counsel as to the Trust
               Estate, and the annual delivery of the Officer's Certificate and
               certain other statements as to compliance with the Indenture
               (Sections 3.6 and 3.9);

          (11) the identification to the Indenture Trustee in an Officer's
               Certificate of any Person with whom the Issuer has contracted to
               perform its duties under the Indenture (Section 3.7(b));

          (12) the notification of the Indenture Trustee and the Rating Agencies
               of an Event of Servicing Termination under the Sale and Servicing
               Agreement and, if such Event of Servicing Termination arises from
               the failure of the Servicer to perform any of its duties under
               the Sale and Servicing Agreement with respect to the Receivables,
               the taking of all reasonable steps available to remedy such
               failure (Section 3.7(d));

          (13) the preparation and obtaining of documents and instruments
               required for the transfer by the Issuer of its properties or
               assets (Section 3.10(b));

          (14) the duty to cause the Servicer to comply with Sections 4.9, 4.10,
               4.11, 4.12 and 5.5 of the Sale and Servicing Agreement (Section
               3.14);

          (15) the delivery of written notice to the Indenture Trustee and the
               Rating Agencies of each Event of Default under the Indenture and
               each default by the Servicer or the Seller under the Sale and
               Servicing Agreement (Section 3.18);

          (16) the monitoring of the Issuer's obligations as to the satisfaction
               and discharge of the Indenture and the preparation of an
               Officer's Certificate and the obtaining of the Opinions of
               Counsel and the Independent Certificate relating thereto (Section
               4.1);

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     (17) the monitoring of the Issuer's obligations as to the satisfaction,
          discharge and defeasance of the Notes and the preparation of an
          Officer's Certificate and the obtaining of an opinion of a nationally
          recognized firm of independent certified public accountants, a written
          confirmation thereof and the Opinions of Counsel relating thereto
          (Section 4.1);

     (18) the preparation and delivery of an Officer's Certificate to the
          Indenture Trustee after the occurrence of any event which with the
          giving of notice and the lapse of time would become an Event of
          Default under Section 5.1(c) of the Indenture, its status and what
          action the Issuer is taking or proposes to take with respect thereto
          (Section 5.1);

     (19) the compliance with any written directive of the Indenture Trustee
          with respect to the sale of the Trust Estate at one or more public or
          private sales called and conducted in any manner permitted by law if
          an Event of Default shall have occurred and be continuing (Section
          5.4);

     (20) the preparation and delivery of notice to Noteholders of the removal
          of the Indenture Trustee and the appointment of a successor Indenture
          Trustee (Section 6.8);

     (21) the preparation of any written instruments required to confirm more
          fully the authority of any co-trustee or separate trustee and any
          written instruments necessary in connection with the resignation or
          removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);

     (22) the furnishing of the Indenture Trustee with the names and addresses
          of Noteholders during any period when the Indenture Trustee is not the
          Note Registrar (Section 7.1);

     (23) the preparation and, after execution by the Issuer, the filing with
          the Commission, any applicable state agencies and the Indenture
          Trustee of documents required to be filed on a periodic basis with,
          and summaries thereof as may be required by rules and regulations
          prescribed by, the Commission and any applicable state agencies and
          the transmission of such summaries, as necessary, to the Noteholders
          (Section 7.3);

     (24) the preparation and delivery of Issuer Orders, Officer's Certificates
          and Opinions of Counsel and all other actions necessary with respect
          to investment and reinvestment, to the extent permitted, of funds in
          such accounts (Sections 8.2 and 8.3);

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          (25) the preparation of an Issuer Request and Officer's Certificate
               and the obtaining of an Opinion of Counsel and Independent
               Certificates, if necessary, for the release of the Trust Estate
               (Sections 8.4 and 8.5);

          (26) the preparation of Issuer Orders and the obtaining of Opinions of
               Counsel with respect to the execution of supplemental indentures
               and the mailing to the Noteholders of notices with respect to
               such supplemental indentures (Sections 9.1, 9.2 and 9.3);

          (27) the execution and delivery of new Notes conforming to any
               supplemental indenture (Section 9.6);

          (28) the notification of Noteholders of redemption of the Notes or
               duty to cause the Indenture Trustee to provide such notification
               (Section 10.2);

          (29) the preparation and delivery of all Officer's Certificates and
               the obtaining of Opinions of Counsel and Independent Certificates
               with respect to any requests by the Issuer to the Indenture
               Trustee to take any action under the Indenture (Section 11.1(a));

          (30) the preparation and delivery of Officer's Certificates and the
               obtaining of Independent Certificates, if necessary, for the
               release of property from the lien of the Indenture (Section
               11.1(b));

          (31) the notification of the Rating Agencies, upon the failure of the
               Indenture Trustee to give such notification, of the information
               required pursuant to Section 11.4 of the Indenture (Section
               11.4);

          (32) the preparation and delivery to Noteholders and the Indenture
               Trustee of any agreements with respect to alternate payment and
               notice provisions (Section 11.6); and

          (33) the recording of the Indenture, if applicable (Section 11.15).

      e.  Payment of Fees by the Administrator:

          (1)  [the Administrator will pay the Indenture Trustee from time to
               time reasonable compensation for all services rendered by the
               Indenture Trustee under the Indenture (which compensation shall
               not be limited by any provision of law in regard to the
               compensation of a trustee of an express trust);] and

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          (2)  [except as otherwise expressly provided in the Indenture,
               reimburse the Indenture Trustee upon its request for all
               reasonable expenses, disbursements and advances incurred or made
               by the Indenture Trustee in accordance with any provision of the
               Indenture (including the reasonable compensation, expenses and
               disbursements of its agents and counsel), except any such
               expense, disbursement or advance as may be attributable to its
               negligence or bad faith.]

      f.  Additional Duties. In addition to the duties of the Administrator set
          forth above, the Administrator shall perform such calculations and
          shall prepare or shall cause the preparation by other appropriate
          persons of, and shall execute on behalf of the Issuer or the Owner
          Trustee, all such documents, reports, filings, instruments,
          certificates and opinions that it shall be the duty of the Issuer or
          the Owner Trustee to prepare, file or deliver pursuant to the Related
          Agreements, and at the request of the Owner Trustee shall take all
          appropriate action that it is the duty of the Issuer or the Owner
          Trustee to take pursuant to the Related Agreements. Subject to Section
          5 of this Agreement, and in accordance with the directions of the
          Owner Trustee, the Administrator shall administer, perform or
          supervise the performance of such other activities in connection with
          the Collateral (including the Related Agreements) as are not covered
          by any of the foregoing provisions and as are expressly requested by
          the Owner Trustee and are reasonably within the capability of the
          Administrator:

          (1)  Notwithstanding anything in this Agreement or the Related
               Agreements to the contrary, the Administrator shall be
               responsible for promptly notifying the Owner Trustee in the event
               that any withholding tax is imposed on the Issuer's payments (or
               allocations of income) to a Certificateholder as contemplated in
               Section 5.2(c) of the Trust Agreement. Any such notice shall
               specify the amount of any withholding tax required to be withheld
               by the Owner Trustee pursuant to such provision.

          (2)  Notwithstanding anything in this Agreement or the Related
               Agreements to the contrary, the Administrator shall be
               responsible for performance of the duties of the Trust or the
               Owner Trustee set forth in Section 5.5(a), (b), (c), (d) and (e)
               and Section 5.6(a) of the Trust Agreement with respect to, among
               other things, accounting and reports to Certificateholders.

          (3)  The Administrator will provide prior to __________ ___, 200[ ], a
               certificate of an Authorized Officer in form and substance
               satisfactory promptly notify the Owner Trustee as to whether any
               tax withholding is then required and, if required, the procedures
               to be followed with respect thereto to comply with the
               requirements of the Code. The Administrator shall be required to
               update the letter in each instance that any additional

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               tax withholding is subsequently required or any previously
               required tax withholding shall no longer be required.

          (4)  The Administrator shall perform the duties of the Administrator
               specified in Section 10.2 of the Trust Agreement required to be
               performed in connection with the resignation or removal of the
               Owner Trustee, and any other duties expressly required to be
               performed by the Administrator pursuant to the Trust Agreement.

          (5)  In carrying out the foregoing duties or any of its other
               obligations under this Agreement, the Administrator may enter
               into transactions or otherwise deal with any of its Affiliates;
               provided, however, that the terms of any such transactions or
               dealings shall be in accordance with any directions received from
               the Issuer and shall be, in the Administrator's opinion, no less
               favorable to the Issuer than would be available from unaffiliated
               parties.

      g.  Non-Ministerial Matters. With respect to matters that in the
          reasonable judgment of the Administrator are non-ministerial, the
          Administrator shall not take any action unless within a reasonable
          time before the taking of such action, the Administrator shall have
          notified the Owner Trustee of the proposed action and the Owner
          Trustee shall not have withheld consent or provided an alternative
          direction. For the purpose of the preceding sentence, "non-ministerial
          matters" shall include, without limitation:

          (1)  the amendment of or any supplement to the Indenture;

          (2)  the initiation of any claim or lawsuit by the Issuer and the
               compromise of any action, claim or lawsuit brought by or against
               the Issuer (other than in connection with the collection of the
               Receivables or Permitted Investments);

          (3)  the amendment, change or modification of the Related Agreements;

          (4)  the appointment of successor Note Registrars, successor Note
               Paying Agents and successor Indenture Trustees pursuant to the
               Indenture or the appointment of successor Administrators or
               Successor Servicers, or the consent to the assignment by the Note
               Registrar, Note Paying Agent or Indenture Trustee of its
               obligations under the Indenture; and

          (5)  the removal of the Indenture Trustee.

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      h.  Notwithstanding anything to the contrary in this Agreement, the
          Administrator shall not be obligated to, and shall not, (x) make any
          payments to the Noteholders under the Related Agreements, (y) sell the
          Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any
          other action that the Issuer directs the Administrator not to take on
          its behalf.

     3.   Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Issuer and the Seller at any
time during normal business hours.

     4.   Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and, as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $_____ annually
which shall be solely an obligation of the Seller.

     5.   Additional Information To Be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

     6.    Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Owner Trustee with respect to
the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall
have no authority to act for or represent the Issuer or the Owner Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.

     7.   No Joint Venture. Nothing contained in this Agreement shall constitute
the Administrator and either of the Issuer or the Owner Trustee as members of
any partnership, joint venture, association, syndicate, unincorporated business
or other separate entity, shall be construed to impose any liability as such on
any of them or shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.

     8.   Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.

     9.   Term of Agreement; Resignation and Removal of Administrator. This
Agreement shall continue in force until the dissolution of the Issuer, upon
which event this Agreement shall automatically terminate.

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      a.  Subject to Sections 9(e) and 9(f), the Administrator may resign its
          duties hereunder by providing the Issuer with at least sixty (60)
          days' prior written notice.

      b.  Subject to Sections 9(e) and 9(f), the Issuer may remove the
          Administrator without cause by providing the Administrator with at
          least sixty (60) days' prior written notice.

      c.  Subject to Sections 9(e) and 9(f), at the sole option of the Issuer,
          the Administrator may be removed immediately upon written notice of
          termination from the Issuer to the Administrator if any of the
          following events shall occur:

          (1)  the Administrator shall default in the performance of any of its
               duties under this Agreement and, after notice of such default,
               shall not cure such default within ten (10) days (or, if such
               default cannot be cured in such time, shall not give within ten
               (10) days such assurance of cure as shall be reasonably
               satisfactory to the Issuer);

          (2)  a court having jurisdiction in the premises shall enter a decree
               or order for relief, and such decree or order shall not have been
               vacated within sixty (60) days, in respect of the Administrator
               in any involuntary case under any applicable bankruptcy,
               insolvency or other similar law now or hereafter in effect or
               appoint a receiver, liquidator, assignee, custodian, trustee,
               sequestrator or similar official for the Administrator or any
               substantial part of its property or order the winding-up or
               liquidation of its affairs; or

          (3)  the Administrator shall commence a voluntary case under any
               applicable bankruptcy, insolvency or other similar law now or
               hereafter in effect, shall consent to the entry of an order for
               relief in an involuntary case under any such law, shall consent
               to the appointment of a receiver, liquidator, assignee, trustee,
               custodian, sequestrator or similar official for the Administrator
               or any substantial part of its property, shall consent to the
               taking of possession by any such official of any substantial part
               of its property, shall make any general assignment for the
               benefit of creditors or shall fail generally to pay its debts as
               they become due.

          The Administrator agrees that if any of the events specified in
          clauses (2) or (3) of this Section 9(c) shall occur, it shall give
          written notice thereof to the Issuer and the Trustee within seven (7)
          days after the happening of such event.

      d.  No resignation or removal of the Administrator pursuant to this
          Section 9 shall be effective until (1) a successor Administrator shall
          have been appointed by the

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          Issuer and (2) such successor Administrator shall have agreed in
          writing to be bound by the terms of this Agreement in the same manner
          as the Administrator is bound hereunder.

      e.  The appointment of any successor Administrator shall be effective only
          after satisfaction of the Rating Agency Condition with respect to the
          proposed appointment.

      f.  Subject to Sections 9(e) and 9(f), the Administrator acknowledges that
          upon the appointment of a successor Servicer pursuant to the Sale and
          Servicing Agreement, the Administrator shall immediately resign and
          such successor Servicer shall automatically become the Administrator
          under this Agreement.

     10.  Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 9(a) or the
resignation or removal of the Administrator pursuant to Section 9(b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 9(a) deliver to the Issuer all property and documents of or
relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
9(b) or (c), respectively, the Administrator shall cooperate with the Issuer and
take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.

     11.  Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:

      a.  if to the Issuer or the Owner Trustee, to:

               M&I Auto Receivables [Trust][LLC] 200_-_
               c/o M&I Marshall & Ilsley Bank
               770 North Water Street
               Milwaukee, Wisconsin 53202
               Attention:  _______________________
               Telephone:  _______________________
               Telecopy:  ________________________

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      b.  if to the Administrator, to:

               M&I Marshall & Ilsley Bank
               770 North Water Street
               Milwaukee, Wisconsin 53202
               Attention:  _______________________
               Telephone:  _______________________
               Telecopy:  ________________________


      c.  If to the Indenture Trustee, to:
               ___________________________________
               ___________________________________
               Attention:  _______________________
               Telephone:  _______________________
               Telecopy:  ________________________

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.

     12. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Administrator
and the Indenture Trustee, with the written consent of the Owner Trustee,
without the consent of the Noteholders and the Certificateholders, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Noteholders or Certificateholders; provided that, unless the Rating Agency
Condition shall have been satisfied, such amendment will not, as set forth in an
Opinion of Counsel satisfactory to the Indenture Trustee and the Owner Trustee,
materially and adversely affect the interest of any Noteholder or
Certificateholder. This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with the written consent of the Owner
Trustee and the Noteholders of Notes evidencing not less than a majority of the
Notes Outstanding and the Certificateholders of Certificates evidencing not less
than a majority of the Certificate Balance for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of Noteholders or the
Certificateholders; provided, however, that no such amendment may increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that are required to be
made for the benefit of the Noteholders or Certificateholders or reduce the
aforesaid percentage of the Noteholders and Certificateholders which are
required to consent to any such amendment, without the consent of the
Noteholders of all the Notes Outstanding and Certificateholders of Certificates
evidencing all the Certificate Balance. Notwithstanding the foregoing, the
Administrator may not amend this Agreement without the consent of the Seller,
which permission shall not be unreasonably withheld.

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     13. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided that such successor organization executes
and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall
bind any successors or assigns of the parties hereto.

     14. Governing Law. This agreement shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

     15. Headings. The Section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

     16. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.

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

     18. Not Applicable to M&I Bank in Other Capacities. Nothing in this
Agreement shall affect any right or obligation M&I Bank may have in any other
capacity.

     19. Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by [Name of Owner Trustee] not in its individual capacity but
solely in the capacity as Owner Trustee of the Issuer and in no event shall
[Name of Owner Trustee] in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the

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performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.

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

     20. Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary
to this Agreement and is entitled to the rights and benefits hereunder and may
enforce the provisions hereof as if it were a party hereto.


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

         (b) Notwithstanding any prior termination of this Agreement, the
Issuer, the Administrator, the Owner Trustee and the Indenture Trustee shall
not, prior to the date which is one year and one day after the termination of
this Agreement with respect to the Seller, acquiesce, petition or otherwise
invoke or cause the Seller to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Seller
under any federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Seller or any substantial part of their respective
property, or ordering the winding up or liquidation of the affairs of the
Seller.

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

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

                          [By: _____________, not in its individual capacity but
                               solely as Owner Trustee]



                          By: __________________________________________________
                               Name:
                               Title:



                          __________________________, as Indenture Trustee




                          By: __________________________________________________
                               Name:
                               Title:



                          M&I MARSHALL & ILSLEY BANK, as Administrator




                          By: __________________________________________________
                               Name:
                               Title:

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