<PAGE>

                                                                     EXHIBIT 4.2

================================================================================

                      AMENDED AND RESTATED TRUST AGREEMENT

                                     between

                     NATIONAL CITY VEHICLE RECEIVABLES INC.,
                                  as Depositor,

                                       and

                            WILMINGTON TRUST COMPANY,

                                as Owner Trustee

                          Dated as of February 1, 2004

================================================================================

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                 <C>
                                        ARTICLE I
                                       DEFINITIONS

Section 1.01.  Capitalized Terms........................................................             1
Section 1.02.  Other Definitional Provisions............................................             3

                                        ARTICLE II
                                       ORGANIZATION

Section 2.01.  Name.....................................................................             4
Section 2.02.  Office...................................................................             4
Section 2.03.  Purposes and Powers......................................................             5
Section 2.04.  Appointment of Owner Trustee.............................................             5
Section 2.05.  Initial Capital Contribution of Trust Estate.............................             5
Section 2.06.  Declaration of Trust.....................................................             5
Section 2.07.  [Reserved]...............................................................             6
Section 2.08.  Title to Trust Property..................................................             6
Section 2.09.  Situs of Trust...........................................................             6
Section 2.10.  Representations, Warranties and Covenants of the Depositor...............             6
Section 2.11.  Federal Income Tax Allocations...........................................             7

                                       ARTICLE III
                       TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.  Initial Ownership........................................................             8
Section 3.02.  The Trust Certificates...................................................             8
Section 3.03.  Execution, Authentication and Delivery of Trust Certificates.............             8
Section 3.04.  Registration of Transfer and Exchange of Trust Certificates..............             9
Section 3.05.  Mutilated, Destroyed, Lost or Stolen Trust Certificates..................            10
Section 3.06.  Persons Deemed Owners....................................................            11
Section 3.07.  Access to List of Certificateholders' Names and Addresses................            11
Section 3.08.  Maintenance of Office or Agency..........................................            11
Section 3.09.  Appointment of Paying Agent..............................................            12
Section 3.10.  Definitive Trust Certificates............................................            12

                                        ARTICLE IV
                                 ACTIONS BY OWNER TRUSTEE

Section 4.01.  Prior Notice with Respect to Certain Matters.............................            12
Section 4.02.  Action by Certificateholders with Respect to Certain Matters.............            14
Section 4.03.  Action by Certificateholders with Respect to Bankruptcy..................            15
Section 4.04.  Restrictions on Certificateholders' Power................................            15
Section 4.05.  Majority Control.........................................................            15

                                        ARTICLE V
                        APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.  Establishment of Trust Account...........................................            15
Section 5.02.  Application of Trust Funds...............................................            15
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<TABLE>
<S>                                                                                                 <C>
Section 5.03.  Method of Payment........................................................            16
Section 5.04.  [Reserved]...............................................................            16
Section 5.05.  Accounting and Reports to Certificateholders, the Internal
               Revenue Service and Others...............................................            16
Section 5.06.  Signature on Returns; Tax Matters Partner................................            17

                                        ARTICLE VI
                          AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.  General Authority........................................................            17
Section 6.02.  General Duties...........................................................            17
Section 6.03.  Action upon Instruction..................................................            18
Section 6.04.  No Duties Except as Specified in this Agreement or in Instructions.......            19
Section 6.05.  No Action Except Under Specified Documents or Instructions...............            19
Section 6.06.  Restrictions.............................................................            19

                                       ARTICLE VII
                               CONCERNING THE OWNER TRUSTEE

Section 7.01.  Acceptance of Trusts and Duties..........................................            19
Section 7.02.  Furnishing of Documents..................................................            20
Section 7.03.  Representations and Warranties...........................................            21
Section 7.04.  Reliance; Advice of Counsel..............................................            21
Section 7.05.  Not Acting in Individual Capacity........................................            22
Section 7.06.  Owner Trustee Not Liable for Trust Certificates or for Receivables.......            22
Section 7.07.  Owner Trustee May Own Trust Certificates and Notes.......................            22
Section 7.08.  Doing Business in Other Jurisdictions....................................            22
Section 7.09.  Paying Agent; Authenticating Agent.......................................            23

                                       ARTICLE VIII
                              COMPENSATION OF OWNER TRUSTEE

Section 8.01.  Owner Trustee's Fees and Expenses........................................            23
Section 8.02.  Indemnification..........................................................            23
Section 8.03.  Payments to the Owner Trustee............................................            24

                                        ARTICLE IX
                              TERMINATION OF TRUST AGREEMENT

Section 9.01.  Termination of Trust Agreement...........................................            24

                                        ARTICLE X
                  SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01.  Eligibility Requirements for Owner Trustee..............................            25
Section 10.02.  Resignation or Removal of Owner Trustee.................................            25
Section 10.03.  Successor Owner Trustee.................................................            26
Section 10.04.  Merger or Consolidation of Owner Trustee................................            27
Section 10.05.  Appointment of Co-Trustee or Separate Trustee...........................            27
</TABLE>

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<TABLE>
<S>                                                                                                <C>
                                        ARTICLE XI
                                      MISCELLANEOUS

Section 11.01.  Supplements and Amendments..............................................            28
Section 11.02.  No Legal Title to Trust Estate in Certificateholders....................            29
Section 11.03.  Limitations on Rights of Others.........................................            29
Section 11.04.  Notices.................................................................            29
Section 11.05.  Severability............................................................            30
Section 11.06.  Separate Counterparts...................................................            30
Section 11.07.  Successors and Assigns..................................................            30
Section 11.08.  Covenants of the Depositor..............................................            30
Section 11.09.  No Petition.............................................................            30
Section 11.10.  No Recourse.............................................................            30
Section 11.11.  Headings................................................................            31
Section 11.12.  GOVERNING LAW...........................................................            31
Section 11.13.  Trust Certificate Transfer Restrictions.................................            31

Exhibit A       Form of Trust Certificate...............................................           A-1
Exhibit B       Form of Certificate of Trust............................................           B-1
Exhibit C       Form of Transferor Certificate..........................................           C-1
Exhibit D       Form of Investment Letter...............................................           D-1
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                                       iii
<PAGE>

         This AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1,
2004, is between NATIONAL CITY VEHICLE RECEIVABLES INC., a Delaware corporation,
as depositor (the "Depositor"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee (the "Owner Trustee").

         WHEREAS, the Owner Trustee and the Depositor entered into a Trust
Agreement dated as of January 20, 2004 (the "Original Trust Agreement"); and

         WHEREAS, the Original Trust Agreement is being amended and restated as
of February 1, 2004;

         NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. Capitalized Terms. For all purposes of this Agreement,
the following terms shall have the meanings set forth below:

         "Administration Agreement" shall mean the Owner Trust Administration
Agreement dated as of February 1, 2004, among National City Auto Receivables
Trust 2004-A, as the Trust, National City Bank, as Owner Trust Administrator,
and The Bank of New York, as Indenture Trustee, as the same may be amended,
supplemented or otherwise modified from time to time.

         "Agreement" shall mean this Amended and Restated Trust Agreement, as
the same may be amended and supplemented from time to time.

         "Benefit Plan" shall have the meaning assigned to such term in Section
11.13.

         "Certificate Distribution Account" shall have the meaning assigned to
such term in Section 5.01.

         "Certificate of Trust" shall mean the Certificate of Trust
substantially in the form of Exhibit B filed for the Trust pursuant to Section
3810(a) of the Statutory Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned in and the registrar appointed pursuant to Section 3.04.

         "Certificateholder" or "Holder" shall mean a Person in whose name a
Trust Certificate is registered, and shall initially be National City Vehicle
Receivables Inc.

         "Class A-1 Notes" shall mean the 1.10% Asset Backed Notes, Class A-1,
issued pursuant to the Indenture.

         "Class A-2 Notes" shall mean the 1.50% Asset Backed Notes, Class A-2,
issued pursuant to the Indenture.

                                       1
<PAGE>

         "Class A-3 Notes" shall mean the 2.11% Asset Backed Notes, Class A-3,
issued pursuant to the Indenture.

         "Class A-4 Notes" shall mean the 2.88% Asset Backed Notes, Class A-4,
issued pursuant to the Indenture.

         "Class B Notes" shall mean the 2.45% Asset Backed Notes, Class B,
issued pursuant to the Indenture.

         "Class C Notes" shall mean the 2.99% Asset Backed Notes, Class C,
issued pursuant to the Indenture.

         "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder.

         "Corporate Trust Office" shall mean, with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration, or at such other address in the State
of Delaware as the Owner Trustee may designate by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor Owner Trustee at the address (which shall be in the State of
Delaware) designated by such successor Owner Trustee by notice to the
Certificateholders and the Depositor.

         "Depositor" shall mean National City Vehicle Receivables Inc., and its
successors, in its capacity as depositor hereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "Expenses" shall have the meaning assigned to such term in Section
8.02.

         "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02.

         "Indenture" shall mean the Indenture, dated as of February 1, 2004
between the Trust and The Bank of New York, as Indenture Trustee, as the same
may be amended, supplemented or otherwise modified from time to time.

         "National City Bank" means National City Bank, a national banking
association, and its successors.

         "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes.

         "Owner Trustee" shall mean Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.

                                       2
<PAGE>

         "Paying Agent" shall mean any paying agent or co-paying agent appointed
pursuant to Section 3.09 and shall initially be The Bank of New York.

         "Percentage Interest" means, as to any Certificate, the percentage
interest, specified on the face thereof, in the distributions on the
Certificates pursuant to this Agreement.

         "Person" shall mean any individual, corporation, estate, partnership,
limited liability company, joint venture, association, joint stock company,
trust or statutory trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.

         "Record Date" shall mean, with respect to any Payment Date, the last
day of the month preceding such Payment Date.

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of February 1, 2004, among the Trust, as issuer, the
Depositor, National City Bank, as seller, servicer, custodian and administrator,
and The Bank of New York, as indenture trustee, as the same may be amended,
supplemented or otherwise modified from time to time.

         "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

         "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be amended
from time to time.

         "Treasury Regulations" shall mean regulations, including proposed or
temporary Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" shall mean National City Auto Receivables Trust 2004-A, the
Delaware statutory trust created by the Original Trust Agreement and the filing
of the Certificate of Trust with the Secretary of State and continued hereby.

         "Trust Certificate" shall mean a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form attached
hereto as Exhibit A.

         "Trust Estate" shall mean all right, title and interest of the Trust in
and to the property and rights assigned to the Trust pursuant to Article II of
the Sale and Servicing Agreement, all funds on deposit from time to time in the
Trust Accounts and the Certificate Distribution Account, and all other property
of the Trust from time to time, including any rights of the Owner Trustee and
the Trust pursuant to the Sale and Servicing Agreement and the Administration
Agreement.

         Section 1.02. Other Definitional Provisions.

                                       3
<PAGE>

                  (a)      Capitalized terms used and not otherwise defined
herein have the meanings assigned to them in the Sale and Servicing Agreement
or, if not defined therein, in the Indenture.

                  (b)      All terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.

                  (c)      As used in this Agreement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles. To the extent that
the definitions of accounting terms in this Agreement or in any such certificate
or other document are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this
Agreement or in any such certificate or other document shall control.

                  (d)      The words "hereof," "herein," "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; "or" includes "and/or"; and
the term "including" shall mean "including without limitation".

                  (e)      The definitions contained in this Agreement are
applicable to the singular and plural forms of such terms and to the masculine,
feminine and neuter genders of such terms.

                  (f)      Any agreement, instrument or statute defined or
referred to herein or in any instrument or certificate delivered in connection
herewith means such agreement, instrument or statute as from time to time
amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated
therein; references to a Person are also to its permitted successors and
assigns.

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.01. Name. The Trust heretofore created and continued hereby
is known as "National City Auto Receivables Trust 2004-A," in which name the
Owner Trustee may conduct the business of the Trust, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.

         Section 2.02. Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in Delaware
as the Owner Trustee may designate by written notice to the Certificateholders
and the Depositor.

                                       4
<PAGE>

         Section 2.03. Purposes and Powers. The purpose of the Trust is to
engage in the following activities and the Trust shall have the power and
authority:

                           (a)      to issue the Notes pursuant to the Indenture
         and the Trust Certificates pursuant to this Agreement and to sell the
         Notes and the Trust Certificates, in each case in accordance with the
         Basic Documents;

                           (b)      with the proceeds of the sale of the Notes
         and the Trust Certificates, to purchase the Receivables, to fund the
         Reserve Account, to pay the organizational, start-up and transactional
         expenses of the Trust and to pay the balance of such proceeds to the
         Depositor pursuant to the Sale and Servicing Agreement;

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

                           (d)      to execute and deliver, and to perform its
         obligations under, the Basic Documents to which it is to be a party,
         the Notes and the Trust Certificates;

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

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

         The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement
or the Basic Documents.

         Section 2.04. Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.

         Section 2.05. Initial Capital Contribution of Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Trust Estate and
shall be deposited in the Certificate Distribution Account. The Depositor shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

         Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit

                                       5
<PAGE>

of the Certificateholders, subject to the obligations of the Trust under the
Basic Documents. It is the intention of the parties hereto that the Trust
constitute a statutory trust under the Statutory Trust Statute and that this
Agreement constitute the governing instrument of such statutory trust. It is the
intention of the parties hereto that, solely for income and franchise tax
purposes: (1) if there is one beneficial owner in respect of the Trust
Certificates, the Trust shall be treated as a disregarded entity, and (2) if
there is more than one beneficial owner in respect of the Trust Certificates,
the Trust shall be treated as a partnership for income and franchise tax
purposes, with the assets of the partnership being the Receivables and other
assets held by the Trust, the partners of the partnership being the
Certificateholders, and the Notes being debt of the partnership. The parties
agree that, unless otherwise required by appropriate tax authorities, the Trust
and to the extent applicable, the Certificateholders will file or cause to be
filed annual or other necessary returns, reports and other forms consistent with
the characterization of the Trust provided in the preceding sentence for such
tax purposes and will not take any position contrary to this characterization in
any federal or state tax filings. Effective as of the date hereof, the Owner
Trustee shall have all rights, powers and duties set forth herein and in the
Statutory Trust Statute with respect to accomplishing the purposes of the Trust.

         Section 2.07. [Reserved].

         Section 2.08. Title to Trust Property. Legal title to all the Trust
Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Trust Estate to be vested in a trustee or trustees, in which case title
shall be deemed to be vested in the Owner Trustee, a co-trustee or a separate
trustee, as the case may be.

         Section 2.09. Situs of Trust. The Trust will be located in the State of
Delaware and administered in the State of Delaware or the State of New York. All
bank accounts maintained by the Owner Trustee on behalf of the Trust shall be
located in the State of Delaware or the State of New York. The Trust shall not
have any employees; provided, however, that nothing herein shall restrict or
prohibit the Owner Trustee from having employees within or without the State of
Delaware. Payments will be received by the Trust only in Delaware or New York,
and payments will be made by the Trust only from Delaware or New York. The only
office of the Trust will be at the Corporate Trust Office in the State of
Delaware.

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

                           (a)      The Depositor is duly organized and validly
         existing as a corporation in good standing under the laws of the State
         of Delaware, with power and authority to own its properties and to
         conduct its business as such properties are currently owned and such
         business is presently conducted.

                           (b)      The Depositor is duly qualified to do
         business as a foreign corporation in good standing and has obtained all
         necessary licenses and approvals in all jurisdictions in which the
         ownership or lease of its property or the conduct of its business shall
         require such qualifications.

                                       6
<PAGE>

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

                           (d)      The Depositor has duly executed and
         delivered this Agreement, and this Agreement constitutes a legal, valid
         and binding obligation of the Depositor, enforceable against the
         Depositor, in accordance with its terms.

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

                           (f)      There are no proceedings or investigations
         pending or threatened before any court, regulatory body, administrative
         agency or other governmental instrumentality having jurisdiction over
         the Depositor or its properties (i) asserting the invalidity of this
         Agreement, (ii) seeking to prevent the consummation of any of the
         transactions contemplated by this Agreement or (iii) seeking any
         determination or ruling that might materially and adversely affect the
         performance by the Depositor of its obligations under, or the validity
         or enforceability of, this Agreement.

                           (g)      The representations and warranties of the
         Depositor in Section 3.02 of the Sale and Servicing Agreement are true
         and correct.

         Section 2.11. Federal Income Tax Allocations. If there is more than one
beneficial owner of the Trust Certificates, net income of the Trust for any
month as determined for federal income tax purposes (and each item of income,
gain, loss and deduction entering into the computation thereof) shall be
allocated among the Certificateholders as of the first day following the Record
Date, in proportion to their percentage ownership interest of Trust Certificates
on the Record Date.

         If there is more than one beneficial owner of the Trust Certificates,
net losses of the Trust, if any, for any month as determined for federal income
tax purposes (and each item of income, gain, loss and deduction entering into
the computation thereof) shall be allocated among the Certificateholders as of
the first Record Date following the end of such month in proportion to their
percentage ownership interest of Trust Certificates on such Record Date. If
there is more

                                       7
<PAGE>

than one beneficial owner of the Trust Certificates, the Issuer is authorized to
modify the allocations in this paragraph if necessary or appropriate, in its
sole discretion, for the allocations to fairly reflect the economic income, gain
or loss to the Certificateholders, or as otherwise required by the Code.

                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

         Section 3.01. Initial Ownership. Upon the creation of the Trust by the
execution of the Original Trust Agreement and the filing of the Certificate of
Trust with the Secretary of State and until the issuance of the Trust
Certificates, the Depositor shall be the sole beneficial owner of the Trust.

         Section 3.02. The Trust Certificates. The Trust Certificates shall be
issued in minimum denominations of a one percent (1%) Percentage Interest in the
Trust. The Trust Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of an authorized officer of the Owner Trustee. Trust
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 validly issued and entitled to the benefit of this
Agreement and shall be valid and binding obligations of the Trust,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of such Trust Certificates
or did not hold such offices at the date of authentication and delivery of such
Trust Certificates.

         A transferee of a Trust Certificate, if any, shall become a
Certificateholder, shall become bound by this Agreement and shall be entitled to
the rights and subject to the obligations of a Certificateholder hereunder upon
such transferee's acceptance of a Trust Certificate duly registered in such
transferee's name pursuant to Section 3.04.

         Section 3.03. Execution, Authentication and Delivery of Trust
Certificates. On the Closing Date, the Owner Trustee shall cause the Trust
Certificates in an aggregate Percentage Interest equal to 100% to be executed on
behalf of the Trust, authenticated and delivered to or upon the written order of
the Depositor, signed by the Owner Trustee on behalf of the Trust, without
further action by the Depositor, in authorized denominations. No Trust
Certificate shall entitle its Holder to any benefit under this Agreement or be
valid for any purpose unless there shall appear on such Trust Certificate a
certificate of authentication substantially in the form set forth in Exhibit A,
executed by the Owner Trustee or The Bank of New York, as the Owner Trustee's
authenticating agent, by manual signature; such authentication shall constitute
conclusive evidence that such Trust Certificate shall have been duly
authenticated and delivered hereunder. All Trust Certificates shall be dated the
date of their authentication.

         When a Trust Certificate is duly executed and issued by the Trust and
duly authenticated in accordance with this Agreement, the Trust Certificate will
be fully paid, validly issued, nonassessable and entitled to the benefits of
this Agreement.

                                       8
<PAGE>

         Section 3.04. Registration of Transfer and Exchange of Trust
Certificates. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.08, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Owner
Trustee shall provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. The Bank of
New York shall be the initial Certificate Registrar.

         The Trust Certificates have not been and will not be registered under
the Securities Act and will not be listed on any exchange. No transfer of a
Trust Certificate shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws or is exempt from the registration requirements under said
Act and such state securities laws. In the event that a transfer is to be made
in reliance upon an exemption from the Securities Act and state securities laws,
in order to assure compliance with the Securities Act and such laws, the Holder
desiring to effect such transfer and such Holder's prospective transferee shall
each certify to the Owner Trustee or the Certificate Registrar and the Depositor
in writing the facts surrounding the transfer in substantially the forms set
forth in Exhibit C and Exhibit D (the "Investment Letter"). Except in the case
of a transfer as to which the proposed transferee has provided an Investment
Letter with respect to a Rule 144A transaction, there shall also be delivered to
the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant
to an exemption from the Securities Act and state securities laws, which Opinion
of Counsel shall not be an expense of the Trust, the Owner Trustee or the
Indenture Trustee (unless it is the transferee from whom such opinion is to be
obtained) or of the Depositor or the Seller; provided, that such Opinion of
Counsel in respect of the applicable state securities laws may be a memorandum
of law rather than an opinion if such counsel is not licensed in the applicable
jurisdiction. The Owner Trustee shall provide to any Holder of a Trust
Certificate and any prospective transferee designated by any such Holder
information regarding the Trust Certificates and the Receivables and such other
information as shall be necessary to satisfy the condition to eligibility set
forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. Each Holder of a Trust Certificate desiring to
effect such a transfer shall, and does hereby agree to, indemnify the Trust, the
Owner Trustee, the Indenture Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with federal and state securities laws.

         No transfer of a Trust Certificate shall be made to any Person unless
the Owner Trustee has received (a) a certificate in the form of paragraph 3 to
the Investment Letter attached hereto as Exhibit D from such Person to the
effect that such Person is not a Benefit Plan, or (b) an Opinion of Counsel
satisfactory to the Owner Trustee and the Depositor to the effect that the
purchase and holding of such Trust Certificate will not constitute or result in
a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Owner Trustee, the Indenture Trustee or the Depositor to
any obligation in addition to those undertaken in the Basic Documents; provided,
however, that the Owner Trustee will not require such certificate or opinion in
the event that, as a result of a change of law or otherwise, counsel
satisfactory to the Owner Trustee has rendered an Opinion of Counsel to the
effect that the purchase and holding of a Trust Certificate by a Benefit Plan or
a Person that is purchasing or

                                       9
<PAGE>

holding such a Trust Certificate with the assets of a Benefit Plan will not
constitute or result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code.

         Upon surrender for registration of transfer of any Trust Certificate at
the office or agency maintained pursuant to Section 3.08, the Owner Trustee
shall execute, authenticate and deliver (or shall cause The Bank of New York as
its authenticating agent to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Trust Certificates in
authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Certificateholder, Trust Certificates may be exchanged for other Trust
Certificates of authorized denominations of a like aggregate amount upon
surrender of the Trust Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.08.

         Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the related Certificateholder or such Certificateholder's attorney
duly authorized in writing. Each Trust Certificate surrendered for registration
of transfer or exchange shall be cancelled and subsequently disposed of by the
Owner Trustee in accordance with its customary practice.

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

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of, Trust Certificates for a period of 15 days preceding
the due date for any payment with respect to the Trust Certificates.

         Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be responsible for ascertaining whether any transfer complies
with the registration provisions or exemptions from the Securities Act, the
Securities Act of 1934, as amended, applicable state securities law or the
Investment Company Act of 1940, as amended; provided, however, that if a
certificate or opinion is specifically required to be delivered to the Owner
Trustee by a purchaser or transferee of a Trust Certificate, the Owner Trustee
shall be under a duty to examine the same to determine whether it conforms to
the requirements of this Trust Agreement and shall promptly notify the party
delivering the same if such certificate or opinion does not so conform.

         Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates.
If (a) any mutilated Trust Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Trust Certificate and (b)
there shall be delivered to the Certificate Registrar and the Owner Trustee such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Certificate has been acquired by a
bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and
the Owner Trustee or The Bank of New

                                       10
<PAGE>

York, as the Owner Trustee's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Certificate, a new Trust Certificate of like tenor and
denomination. In connection with the issuance of any new Trust Certificate under
this Section, the Owner Trustee or the Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Trust Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Trust Certificate shall be found at any time.

         Section 3.06. Persons Deemed Owners. Prior to due presentation of a
Trust Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar or any Paying Agent may treat the Person in whose name any
Trust Certificate is registered in the Certificate Register as the owner of such
Trust Certificate for the purpose of receiving distributions pursuant to Section
5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar or any Paying Agent shall be bound by any notice to the
contrary.

         Section 3.07. Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Paying Agent and the Depositor, within 15 days after receipt by
the Owner Trustee of a written request therefor from the Servicer, the Paying
Agent or the Depositor, a list, in such form as the Servicer or the Depositor
may reasonably require, of the names and addresses of the Certificateholders as
of the most recent Record Date. The Certificate Registrar shall also furnish to
the Owner Trustee and the Paying Agent a copy of such list at any time there is
a change therein. If (i) three or more Certificateholders or (ii) one or more
Holders of Trust Certificates evidencing not less than 25% of the Percentage
Interests in the Certificates apply in writing to the Owner Trustee, and such
application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Trust Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Owner Trustee
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Certificateholders. Each Certificateholder, by receiving and holding a Trust
Certificate, shall be deemed to have agreed not to hold any of the Depositor,
the Certificate Registrar or the Owner Trustee accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived. The Certificate Registrar shall upon the request of the
Owner Trustee provide such list, or access to such list, of Certificateholders
as contemplated by this Section 3.07.

         Section 3.08. Maintenance of Office or Agency. The Owner Trustee shall
designate in the Borough of Manhattan, the City of New York, an office or
offices or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Trust Certificates and the Basic Documents
may be served. The Owner Trustee initially designates The Bank of New York as
its office for such purposes. The Owner Trustee shall give prompt written notice
to the Depositor and the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

                                       11
<PAGE>

         Section 3.09. Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.02 and shall report the amounts of such distributions to
the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect. The Paying Agent initially shall be The Bank
of New York, and any co-paying agent chosen by The Bank of New York or the
Depositor. The Bank of New York shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Owner Trustee. In the event that The Bank of
New York shall no longer be the Paying Agent, the Depositor, with the consent of
the Owner Trustee, shall appoint a successor to act as Paying Agent (which shall
be a bank or trust company). The Owner Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed hereunder to execute and deliver
to the Owner Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Owner Trustee that, as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders. The Paying Agent shall return all unclaimed funds to
the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

         Section 3.10. Definitive Trust Certificates. The Trust Certificates,
upon original issuance, will be issued in the form of a typewritten Trust
Certificate or Trust Certificates in the form attached hereto as Exhibit A to be
delivered to the related Certificateholders, by, or on behalf of, the Trust.
Such Trust Certificate or Trust Certificates shall be registered on the
Certificate Register in the name of the holder thereof. The Trust Certificates
shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Owner Trustee, as evidenced by its
execution thereof.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         Section 4.01. Prior Notice with Respect to Certain Matters. With
respect to the following matters, the Owner Trustee shall not take action unless
at least 30 days before the taking of such action, the Owner Trustee shall have
notified the Certificateholders of record as of the preceding Record Date in
writing of the proposed action and such Certificateholders shall not have
notified the Owner Trustee in writing prior to the 30th day after such notice is
given that such Certificateholders have withheld consent or provided alternative
direction:

                                       12
<PAGE>

                           (a)      the initiation of any claim or lawsuit by
         the Trust (except claims or lawsuits brought in connection with the
         collection of the Receivables) and the compromise of any action, claim
         or lawsuit brought by or against the Trust (except with respect to the
         aforementioned claims or lawsuits for collection of the Receivables);

                           (b)      the election by the Trust to file an
         amendment to the Certificate of Trust (unless such amendment is
         required to be filed under the Statutory Trust Statute);

                           (c)      the amendment of the Indenture by a
         supplemental indenture or any other change to this Agreement or any
         Basic Document in circumstances where the consent of any Noteholder is
         required;

                           (d)      the amendment of the Indenture by a
         supplemental indenture or any other change to this Agreement or any
         Basic Document in circumstances where the consent of any Noteholder or
         is not required and such amendment would materially adversely affect
         the interests of the Certificateholders;

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

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

                           (g)      the consent to the calling or waiver of any
         default of any Basic Document;

                           (h)      the consent to the assignment by the
         Indenture Trustee or Servicer of their respective obligations under any
         Basic Document, unless permitted in the Basic Documents;

                           (i)      except as provided in Article IX hereof,
         dissolve, terminate or liquidate the Trust in whole or in part;

                           (j)      merge or consolidate the Trust with or into
         any other entity, or convey or transfer all or substantially all of the
         Trust's assets to any other entity;

                           (k)      cause the Trust to incur, assume or guaranty
         any indebtedness other than as set forth in this Agreement or the Basic
         Documents;

                           (l)      do any act that conflicts with any other
         Basic Document;

                                       13
<PAGE>

                           (m)      do any act that would make it impossible to
         carry on the ordinary business of the Trust as described in Section
         2.03 hereof;

                           (n)      confess a judgment against the Trust;

                           (o)      possess Trust assets, or assign the Trust's
         right to property, for other than a Trust purpose;

                           (p)      cause the Trust to lend any funds to any
         entity, unless permitted in the Basic Documents; or

                           (q)      change the Trust's purpose and powers from
         those set forth in this Trust Agreement.

         In addition, the Trust shall not commingle its assets with those of any
other entity. The Trust shall maintain its financial and accounting books and
records separate from those of any other entity. Except as expressly set forth
herein, the Trust shall not pay the indebtedness, operating expenses and
liabilities of any other entity. The Trust shall maintain appropriate minutes or
other records of all appropriate actions and shall maintain its office separate
from the offices of the Depositor and the Servicer.

         The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, and to the extent otherwise consistent with
the Basic Documents and permitted by applicable law, to (i) remove or replace
the Servicer or the Indenture Trustee, (ii) institute proceedings to have the
Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the
institution of bankruptcy or insolvency proceedings against the Trust, (iv) file
a petition or consent to a petition seeking reorganization or relief on behalf
of the Trust under any applicable federal or state law relating to bankruptcy,
(v) consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or any similar official) of the Trust or a substantial portion of
the property of the Trust, (vi) make any assignment for the benefit of the
Trust's creditors, (vii) cause the Trust to admit in writing its inability to
pay its debts generally as they become due, (viii) take any action, or cause the
Trust to take any action, in furtherance of any of the foregoing (any of the
above, a "Bankruptcy Action"). So long as the Indenture remains in effect, no
Certificateholder shall have the power to take, and shall not take, any
Bankruptcy Action with respect to the Trust or direct the Owner Trust to take
any Bankruptcy Action with respect to the Trust.

         Section 4.02. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, to (a) remove the Administrator under the
Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor
Administrator pursuant to Section 8 of the Administration Agreement, (c) remove
the Servicer under the Sale and Servicing Agreement pursuant to Article VIII
thereof, (d) amend the Sale and Servicing Agreement pursuant to Section 10.01(b)
of such document, or (e) except as expressly provided in the Basic Documents,
sell the Receivables after the termination of the Indenture. The Owner Trustee
shall take the actions referred to in the preceding sentence only upon written
instructions signed by the Certificateholders.

                                       14
<PAGE>

         Section 4.03. Action by Certificateholders with Respect to Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Certificateholders and the delivery to the Owner Trustee by each such
Certificateholder of a certification certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

         Section 4.04. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the Basic
Documents or would be contrary to Section 2.03; nor shall the Owner Trustee be
obligated to follow any such direction, if given.

         Section 4.05. Majority Control. Except as expressly provided herein,
any action that may be taken by the Certificateholders under this Agreement may
be taken by the Holders of Trust Certificates evidencing not less than a
majority of the Percentage Interests in the Certificates. Except as expressly
provided herein, any written notice of the Certificateholders delivered pursuant
to this Agreement shall be effective if signed by Holders of Trust Certificates
evidencing not less than a majority of the Percentage Interests in the
Certificates at the time of the delivery of such notice.

                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         Section 5.01. Establishment of Trust Account. The Owner Trustee, for
the benefit of the Certificateholders, shall cause the Paying Agent to establish
and maintain in the name of the Trust an Eligible Deposit Account (the
"Certificate Distribution Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders. The title of the Certificate Distribution Account shall be
"National City Auto Receivables Trust 2004-A: Certificate Distribution Account
for the benefit of the Certificateholders."

         The Owner Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Certificate Distribution Account and
in all proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control of
the Owner Trustee for the benefit of the Certificateholders. If, at any time,
the Certificate Distribution Account ceases to be an Eligible Deposit Account,
the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if the
Certificate Distribution Account is not then held by the Owner Trustee or an
affiliate thereof) shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency may consent) cause the
Paying Agent to establish a new Certificate Distribution Account as an Eligible
Deposit Account and shall transfer any cash or any investments to such new
Certificate Distribution Account.

         Section 5.02. Application of Trust Funds.

                                       15
<PAGE>

                  (a)      On each Distribution Date, the Owner Trustee shall
cause the Paying Agent to distribute to Certificateholders, on a pro rata basis,
amounts deposited in the Certificate Distribution Account pursuant to Section
5.06 of the Sale and Servicing Agreement with respect to such Distribution Date.

                  (b)      On each Distribution Date, the Owner Trustee shall
cause the Paying Agent to send to each Certificateholder the statement or
statements provided to the Owner Trustee by the Servicer pursuant to Section
5.08 of the Sale and Servicing Agreement with respect to such Distribution Date.

                  (c)      In the event that any withholding tax is imposed on
the Trust's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to such Certificateholder in
accordance with this Section. The Owner Trustee and the Paying Agent are hereby
authorized and directed to retain from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust (but such authorization shall not prevent the Owner Trustee or
the Paying Agent from contesting any such tax in appropriate proceedings and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Owner Trustee or the Paying Agent may in its sole
discretion withhold such amounts in accordance with this paragraph.

         Section 5.03. Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Certificate
Registrar and the Paying Agent appropriate written instructions at least five
Business Days prior to such Distribution Date and such Holder's Trust
Certificates in the aggregate evidence a denomination of not less than a thirty
percent (30%) Percentage Interest, or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.

         Section 5.04. [Reserved].

         Section 5.05. Accounting and Reports to Certificateholders, the
Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and the
accrual method of accounting, (b) deliver (or cause to delivered) to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1 if the
Trust is treated as a partnership for federal income tax purposes) to enable
each Certificateholder to prepare its federal and state income tax returns, (c)
file (or cause to be filed) such tax returns relating to the Trust (including a
partnership information return, IRS Form 1065 if the Trust is treated as a
partnership for federal income tax purposes) and make such elections as from
time to time may

                                       16
<PAGE>

be required or appropriate under any applicable state or federal statute or any
rule or regulation thereunder so as to maintain the Trust's characterization,
(d) cause such tax returns to be signed in the manner required by law and (e)
collect or cause to be collected any withholding tax as described in and in
accordance with Section 5.02(c) with respect to income or distributions to
Certificateholders. The Owner Trustee shall not make the election provided under
Section 754 of the Code.

         Section 5.06. Signature on Returns; Tax Matters Partner.

                  (a)      The Owner Trustee shall sign on behalf of the Trust
the tax returns of the Trust, if any, unless applicable law requires a
Certificateholder to sign such documents.

                  (b)      In the event that the Trust is treated as a
partnership for federal income tax purposes, the Depositor shall be designated
the initial "tax matters partner" of the Trust pursuant to Section 6231(a)(7)(A)
of the Code and applicable Treasury Regulations.

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 6.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party,
including, without limitation, the Notes and the Trust Certificates, in each
case, as evidenced conclusively by the Owner Trustee's execution thereof. In
addition to the foregoing, the Owner Trustee is authorized, but shall not be
obligated, to take all actions required of the Trust pursuant to the Basic
Documents, the Notes and the Trust Certificates. The Owner Trustee is further
authorized from time to time to take such action as the Administrator recommends
with respect to the Basic Documents.

         Section 6.02. General Duties. It shall be the duty of the Owner
Trustee:

                  (a)      to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the Basic Documents
to which the Trust is a party and to administer the Trust in the interest of the
Certificateholders, subject to the Basic Documents and in accordance with the
provisions of this Agreement; provided, however, that notwithstanding the
foregoing, the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent the
Administrator has agreed in the Administration Agreement to perform any act or
to discharge any duty of the Owner Trustee hereunder or under any Basic
Document, and the Owner Trustee shall not be held liable for the default or
failure of the Administrator to carry out its obligations under the
Administration Agreement; and

                  (b)      to cooperate with the Administrator in carrying out
the Administrator's obligation to qualify and preserve the Trust's qualification
to do business in each jurisdiction, if any, in which such qualification is or
shall be necessary to protect the validity and enforceability

                                       17
<PAGE>

of the Indenture, the Notes, the Receivables and any other instrument and
agreement included in the Trust Estate; provided that the Owner Trustee may rely
on advice of counsel with respect to such obligation.

         Section 6.03. Action upon Instruction.

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

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

                  (c)      Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms of this
Agreement or under any Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
such Certificateholders received, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate instruction within 10 days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement or the
Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

                  (d)      In the event that the Owner Trustee is unsure as to
the application of any provision of this Agreement or any Basic Document or any
such provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date requesting
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Owner
Trustee shall not be liable, on account of such action or inaction, to any
Person. If the Owner Trustee shall not have received appropriate instruction
within 10 days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Agreement or the Basic Documents,
as it shall deem to be in the best interests of the Certificateholders, and
shall have no liability to any Person for such action or inaction.

                                       18
<PAGE>

         Section 6.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee or the Trust is a party, except as expressly provided
by the terms of this Agreement or in any document or written instruction
received by the Owner Trustee pursuant to Section 6.03; and no implied duties or
obligations shall be read into this Agreement or any Basic Document against the
Owner Trustee. The Owner Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or Lien
granted to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Trust or to record this Agreement or any Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any Liens
on any part of the Trust Estate that result from actions by, or claims against,
the Owner Trustee in its individual capacity that are not related to the
ownership or the administration of the Trust Estate.

         Section 6.05. No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Trust Estate except (i) in accordance
with the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (ii) in accordance with the Basic Documents and
(iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 6.03.

         Section 6.06. Restrictions. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (b) that, to the actual knowledge of the Owner Trustee would result in
the Trust's becoming taxable as a corporation for federal income tax purposes.
The Certificateholders shall not direct the Owner Trustee to take action that
would violate the provisions of this Section.

                                   ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

         Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts, but only upon the terms of this Agreement. The
Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of the Basic Documents and
this Agreement. The Owner Trustee shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except (i) for
its own willful misconduct or gross negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03 expressly
made by the Owner Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

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

                                       19
<PAGE>

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

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

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

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

                           (f)      The Owner Trustee shall not be responsible
         for monitoring the performance of, and shall not be liable for the
         default or misconduct of the Administrator, the Depositor, the
         Servicer, the Indenture Trustee or any other Person under any of the
         Basic Documents or otherwise, and the Owner Trustee shall have no
         obligation or liability to perform the obligations of the Trust under
         this Agreement or the Basic Documents that are required to be performed
         by the Administrator under the Administration Agreement, the Indenture
         Trustee under the Indenture or the Depositor or the Servicer under the
         Sale and Servicing Agreement; and

                           (g)      The Owner 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 otherwise or in relation to this Agreement or any Basic
         Document, at the request, order or direction of any of the
         Certificateholders, unless such Certificateholders have offered to the
         Owner Trustee security or indemnity satisfactory to it against the
         costs, expenses and liabilities that may be incurred by the Owner
         Trustee therein or thereby. The right of the Owner Trustee to perform
         any discretionary act enumerated in this Agreement or in any Basic
         Document shall not be construed as a duty, and the Owner Trustee shall
         not be answerable for other than its negligence or willful misconduct
         in the performance of any such act.

         Section 7.02. Furnishing of Documents. The Owner Trustee shall furnish
to the Certificateholders, promptly upon receipt of a written request therefor,
duplicates or copies of all

                                       20
<PAGE>

reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee under the Basic Documents.

         Section 7.03. Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

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

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

                           (c)      Neither the execution or the delivery by it
         of this Agreement, nor the consummation by it of the transactions
         contemplated hereby, nor compliance by it with any of the terms or
         provisions hereof will contravene any federal or Delaware law,
         governmental rule or regulation governing the banking or trust powers
         of the Owner Trustee or any judgment or order binding on it, or
         constitute any default under its charter documents or bylaws or any
         indenture, mortgage, contract, agreement or instrument to which it is a
         party or by which any of its properties may be bound.

                           (d)      It is a corporation satisfying the
         provisions of Section 3807(a) of the Statutory Trust Statute;
         authorized to exercise corporate trust powers; having a combined
         capital and surplus of at least $50,000,000 and subject to supervision
         or examination by federal or state authorities; and having (or having a
         parent that has) time deposits that are rated at least A-1 by Standard
         & Poor's and P-1 by Moody's or who is otherwise acceptable to each
         Rating Agency.

         Section 7.04. Reliance; Advice of Counsel.

                  (a)      The Owner Trustee shall incur no liability to anyone
in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond, or other document or paper believed
by it to be genuine and believed by it to be signed by the proper party or
parties. The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the method of
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a certificate, signed by the president or
any vice president or by the treasurer or other authorized officers of the
relevant party, as to such fact or matter, and such certificate shall constitute
full protection to the Owner Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

                  (b)      In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the Basic Documents, the Owner Trustee (i) may act directly or
through its agents or attorneys pursuant to agreements

                                       21
<PAGE>

entered into with any of them, and the Owner Trustee shall not be liable for the
conduct or misconduct of such agents or attorneys if such agents or attorneys
shall have been selected by the Owner Trustee with reasonable care, and (ii) may
consult with counsel, accountants and other skilled Persons to be selected with
reasonable care and employed by it. The Owner Trustee shall not be liable for
anything done, suffered or omitted reasonably and in good faith by it in
accordance with the written opinion or advice of any such counsel, accountants
or other such Persons and not contrary to this Agreement or any Basic Document.

         Section 7.05. Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Basic Document shall
look only to the Trust Estate for payment or satisfaction thereof.

         Section 7.06. Owner Trustee Not Liable for Trust Certificates or for
Receivables. The recitals contained herein and in the Trust Certificates (other
than the signature and countersignature of the Owner Trustee on the Trust
Certificates) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no responsibility for the correctness thereof. Except as set
forth in Section 7.03, the Owner Trustee makes no representations as to the
validity or sufficiency of this Agreement, of any Basic Document or of the Trust
Certificates (other than the signature and countersignature of the Owner Trustee
on the Trust Certificates) or the Notes, or of any Receivable or related
documents. The Owner Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Receivable or the perfection and priority of any security interest created
by any Receivable in any Financed Vehicle or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the Indenture,
including, without limitation: the existence, condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or of any
intervening assignment; the completeness of any Receivable; the performance or
enforcement of any Receivable; the compliance by the Seller, the Depositor or
the Servicer with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or
representation, or any action of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Owner Trustee.

         Section 7.07. Owner Trustee May Own Trust Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee and the Servicer in banking transactions
with the same rights as it would have if it were not Owner Trustee.

         Section 7.08. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, the Owner Trustee shall not be
required to take any action in any jurisdiction other than in the State of
Delaware if the taking of such action will (i) require the

                                       22
<PAGE>

consent or approval or authorization or order of, or the giving of notice to, or
the registration with, or the taking of any other action in required by, any
state or other governmental authority or agency of any jurisdiction other than
the State of Delaware; (ii) result in any fee, tax or other governmental charge
under the laws of any jurisdiction or any political subdivisions thereof in
existence on the date hereof other than the State of Delaware becoming payable
by the Owner Trustee; or (iii) subject the Owner Trustee to personal
jurisdiction in any jurisdiction other than the State of Delaware for causes of
action arising from acts unrelated to the consummation of the transactions by
the Owner Trustee contemplated hereby. The Owner Trustee shall be entitled to
obtain advice of counsel (which advice shall be an expense of the Administrator
under Section 8.01 of this Agreement) to determine whether any action required
to be taken pursuant to the Agreement results in the consequences described in
clauses (i), (ii) and (iii) of the preceding sentence. In the event that said
counsel advises the Owner Trustee that such action will result in such
consequences, the Owner Trustee will appoint an additional trustee pursuant to
Section 10.05 hereof to proceed with such action.

         Section 7.09. Paying Agent; Authenticating Agent. The rights and
protections afforded to the Owner Trustee pursuant to this Article VII and
Sections 8.02, 10.02, and 10.03 shall also be afforded to the Paying Agent,
authenticating agent and Certificate Registrar.

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

         Section 8.01. Owner Trustee's Fees and Expenses. The Administrator
shall pay to the Owner Trustee as compensation for its services hereunder such
fees as have been separately agreed upon before the date hereof between the
Servicer and the Owner Trustee, and the Administrator shall reimburse the Owner
Trustee for its other reasonable expenses hereunder, including the reasonable
compensation, expenses and disbursements of such agents, representatives,
experts and counsel as the Owner Trustee may employ in connection with the
exercise and performance of its rights and its duties hereunder and under the
Basic Documents.

         Section 8.02. Indemnification. The Administrator shall be liable as
primary obligor for, and shall indemnify the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from and
against, any and all liabilities, obligations, losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Agreement, the Basic Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that the Administrator shall not be liable for or
required to indemnify an Indemnified Party from and against Expenses arising or
resulting from any of the matters described in the third sentence of Section
7.01. The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In any
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section, the Indemnified Party's choice of legal

                                       23
<PAGE>

counsel shall be subject to the approval of the Administrator, which approval
shall not be unreasonably withheld.

         Section 8.03. Payments to the Owner Trustee. Any amounts paid pursuant
to this Article VIII shall be payable solely in the priority set forth in
Section 5.06(b) of the Sale and Servicing Agreement and shall be deemed not to
be a part of the Trust Estate immediately after such payment.

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

         Section 9.01. Termination of Trust Agreement.

                  (a)      This Agreement (other than Section 5.05 and Article
VIII) shall terminate and the Trust shall dissolve and terminate and be of no
further force or effect upon the final distribution by the Owner Trustee of all
moneys or other property or proceeds of the Trust Estate in accordance with the
terms of the Indenture, the Sale and Servicing Agreement, Article V and the
Statutory Trust Statute. The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate or (iii) otherwise affect the rights, obligations and
liabilities of the parties hereto.

                  (b)      Except as provided in Section 9.01(a), neither the
Depositor nor any Certificateholder shall be entitled to revoke or terminate the
Trust.

                  (c)      Notice of any termination of the Trust, specifying
the Distribution Date upon which Certificateholders shall surrender their Trust
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 9.01(b) of the Sale and
Servicing Agreement, stating (i) the Distribution Date upon or with respect to
which final payment of the Trust Certificates shall be made upon presentation
and surrender of the Trust Certificates at the office of the Paying Agent
therein designated, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Trust
Certificates at the office of the Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the
Owner Trustee) and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Trust Certificates,
the Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Distribution Date pursuant to Section 5.02.

         In the event that all of the Certificateholders shall not surrender
their Trust Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Owner Trustee shall give a
second written notice to the remaining Certificateholders to

                                       24
<PAGE>

surrender their Trust Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice
all the Trust Certificates shall not have been surrendered for cancellation, the
Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Trust 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 the Owner Trustee to the Depositor, subject to applicable escheat
laws.

                  (d)      Upon the winding up of the Trust in accordance with
the Statutory Trust Statute (including, without limitation, the reasonable
provision for payment of all obligations of the Trust in accordance with Section
3808(e) of the Statutory Trust Statute) and the written instructions of the
Depositor, the Owner Trustee shall cause the Certificate of Trust to be
cancelled by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 of the Statutory Trust Statute.
Thereupon the Trust and this Agreement (other than Article VIII) shall
terminate.

                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 10.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) time deposits that are rated at least A-1
by Standard & Poor's and P-1 by Moody's, or which is otherwise acceptable to
each Rating Agency. If such corporation 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, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 10.02.

         Section 10.02. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator, the Indenture Trustee and
the Rating Agencies. Upon receiving such notice of resignation, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Owner Trustee and one copy to the successor Owner Trustee. If no
successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

                                       25
<PAGE>

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Owner
Trustee. If the Administrator shall remove the Owner Trustee under the authority
of the immediately preceding sentence, the Administrator shall promptly appoint
a successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing
Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each Rating Agency.

         Section 10.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.01 or 10.02 shall execute, acknowledge and
deliver to the Administrator and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Owner Trustee shall become effective, and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and
expenses, deliver to the successor Owner Trustee all documents and statements
and monies held by it under this Agreement; and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.01.

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

         Any successor Owner Trustee appointed pursuant to this Section 10.03
shall promptly file an amendment to the Certificate of Trust with the Secretary
of State identifying the name and principal place of business of such successor
Owner Trustee in the State of Delaware.

                                       26
<PAGE>

         Section 10.04. Merger or Consolidation of Owner Trustee. Any Person
into which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner 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;
provided, that such Person shall be eligible pursuant to Section 10.01; and
provided further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency; and provided further, that such successor
Owner Trustee shall file an amendment to the Certificate of Trust as described
in Section 10.03.

         Section 10.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate or any Financed Vehicle may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust Estate or any part thereof and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Administrator and the Owner Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.

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

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

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

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

                                       27
<PAGE>

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

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as 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 the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.01. Supplements and Amendments. This Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice to
each Rating Agency, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement or
of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that such action shall not, as evidenced
by the satisfaction of the Rating Agency Condition with respect to such
amendment, adversely affect in any material respect the interests of any
Noteholder or Certificateholder.

         This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee, with prior written notice to each Rating Agency, with the
consent of the Holders (as defined in the Indenture) of Notes evidencing not
less than a majority of the Outstanding Amount of the Notes and the consent of
the Holders of Certificates evidencing not less than a majority of the
Percentage Interests in the Certificates, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that shall be
required to be made for the benefit of the Noteholders or the Certificateholders
or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes
and the aforesaid Percentage Interests in the Certificates required to consent
to any such amendment, without the consent of the Holders of all
then-outstanding Notes and Certificates.

                                       28
<PAGE>

         Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each
Rating Agency.

         It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section 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 any
other consents of Certificateholders or Noteholders provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by Certificateholders or Noteholders shall be subject to
such reasonable requirements as the Owner Trustee may prescribe.

         Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

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

         Section 11.02. No Legal Title to Trust Estate in Certificateholders.
Neither the Depositor nor the Certificateholders shall have legal title to any
part of the Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest therein only in
accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Estate.

         Section 11.03. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Certificateholders, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other
Person any legal or equitable right, remedy or claim in the Trust Estate or
under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.

         Section 11.04. Notices.

         (a)      Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt
by the intended recipient or three Business Days after mailing if mailed by
certified mail, postage prepaid (except that notice to the Owner Trustee shall
be deemed given only upon actual receipt by the Owner Trustee), if to the Owner
Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed
to National City Vehicle Receivables Inc., 1209 Orange Street, Wilmington,
Delaware 19801; or,

                                       29
<PAGE>

as to each party, at such other address as shall be designated by such party in
a written notice to each other party. A copy of any such notice shall also be
mailed to the Servicer, addressed to National City Bank, 1900 East 9th Street,
Cleveland, Ohio 44114, Attention: Robert Crowl.

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

         Section 11.05. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 11.06. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         Section 11.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
Depositor and its permitted assignees, the Owner Trustee and its successors and
each Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Certificateholder shall bind the successors and assigns of such
Certificateholder.

         Section 11.08. Covenants of the Depositor. The Depositor will not at
any time institute against the Trust any bankruptcy proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificates, the Notes, this Agreement or any
of the other Basic Documents.

         Section 11.09. No Petition. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Depositor or the Trust or join in any institution against the
Depositor or the Trust of, any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Trust Certificates, the Notes, this Agreement or any of the
Basic Documents.

         Section 11.10. No Recourse. Each Certificateholder by accepting a Trust
Certificate acknowledges that such Trust Certificate represents a beneficial
interest in the Trust only and does not represent an interest in or an
obligation of the Seller, the Depositor, the Servicer, the Administrator, the
Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse
may be had against such parties or their assets, except as may be expressly set
forth or contemplated in this Agreement, the Trust Certificates or the Basic
Documents.

                                       30
<PAGE>

         Section 11.11. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 11.12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.13. Trust Certificate Transfer Restrictions. The Trust
Certificates may not be acquired by or for the account of (i) unless an Opinion
of Counsel described in Section 3.04 is delivered to the Owner Trustee, (A) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, (B) a plan described in Section 4975(e)(1)
of the Code, (C) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a "Benefit Plan"), or (ii) a
Person who not is either (A)(1) a citizen or individual resident of the United
States, (2) a corporation, partnership or other entity organized in or under the
laws of the United States, any state thereof or the District of Columbia or (3)
a Person not described in (A)(1) or (2) whose ownership of the Trust
Certificates is effectively connected with such Person's conduct of a trade or
business within the United States (within the meaning of the Code) and its
ownership of any interest in a Certificate will not result in any withholding
obligation with respect to any payments with respect to the Trust Certificates
by any Person (other than withholding, if any, under Section 1446 of the Code)
or (B) an estate the income of which is includible in gross income for federal
income tax purposes regardless of source or a trust if (1) the court within the
United States is able to exercise primary supervision of the administration of
such trust and one or more United States persons have the authority to control
all substantial decisions of the Issuer or (2) such trust was in existence on
August 20, 1996 and properly elected to continue to be treated as a United
States person. The purchaser of Trust Certificates must agree to provide a
certification of non-foreign status signed under penalty of perjury and,
alternatively, if it is a Person described in clause (A)(3) above, it will
furnish to the transferor and the Owner Trustee a properly executed IRS Form
W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any
previously delivered form (and such other certifications, representations or
Opinions of Counsel as may be requested by the transferor and the Owner
Trustee). By accepting and holding a Trust Certificate, the Holder thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan.

         Section 11.14. Acceptance of Terms of Agreement. The receipt and
acceptance of a Trust Certificate by a Certificateholder, without any signature
or further manifestation of assent, shall constitute the unconditional
acceptance by the Certificateholder of all the terms and provisions of this
Agreement, and shall constitute the agreement of the Trust that the terms and
provisions of this Agreement shall be binding, operative and effective as
between the Trust and the Certificateholder.

                                       31
<PAGE>

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

                                       NATIONAL CITY VEHICLE
                                       RECEIVABLES INC.,
                                          as Depositor

                                           /s/ Robert B. Crowl
                                       By: ____________________________________
                                           Name: Robert B. Crowl
                                           Title: V.P., Secretary

                                       WILMINGTON TRUST COMPANY,
                                       as Owner Trustee

                                           /s/ Emmett R. Harmon
                                       By: ____________________________________
                                           Name: Emmett R. Harmon
                                           Title: Vice President

                                       32
<PAGE>

                                                                       EXHIBIT A

                            FORM OF TRUST CERTIFICATE

THIS TRUST CERTIFICATE IS SUBORDINATE TO THE NOTES, AS SET FORTH IN THE SALE AND
SERVICING AGREEMENT.

THIS TRUST CERTIFICATE IS SUBORDINATE TO THE NOTES, AS SET FORTH IN THE SALE AND
SERVICING AGREEMENT.

THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES OR
BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS.
BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE THE HOLDER HEREOF, UNLESS SUCH
HOLDER IS THE DEPOSITOR OR AN AFFILIATE THEREOF, IS DEEMED TO REPRESENT TO THE
DEPOSITOR, THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR (i) THAT IT IS AN
INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS TRUST
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED
INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, THE
PUBLIC DISTRIBUTION HEREOF OR (ii) THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND IS ACQUIRING SUCH TRUST
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS TRUST CERTIFICATE MAY BE MADE BY ANY
PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE
DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE TO THE EFFECT THAT IT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE
INSTITUTIONAL ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS
FIDUCIARY CAPACITY), (iii) SO LONG AS THIS TRUST CERTIFICATE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER
TRANSFER IS MADE TO A PERSON WHOM THE PROSPECTIVE TRANSFEROR REASONABLY BELIEVES
AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS
OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
1933 ACT, IN WHICH CASE (A)

                                       A-1
<PAGE>

THE OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE
PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR
AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH
CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE,
THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, AND (B) THE OWNER TRUSTEE SHALL
REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE
DEPOSITOR, ANY AFFILIATE OF THE DEPOSITOR, THE OWNER TRUSTEE OR THE CERTIFICATE
REGISTRAR) SATISFACTORY TO THE DEPOSITOR, THE OWNER TRUSTEE AND THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT.

EACH CERTIFICATEHOLDER, BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE, COVENANTS
AND AGREES THAT SUCH CERTIFICATEHOLDER SHALL NOT, PRIOR TO THE DATE THAT IS ONE
YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AGREEMENT, ACQUIESCE,
PETITION OR OTHERWISE INVOKE OR CAUSE THE TRUST OR THE DEPOSITOR TO INVOKE THE
PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR
SUSTAINING A CASE AGAINST THE TRUST OR THE DEPOSITOR UNDER ANY FEDERAL OR STATE
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW, OR APPOINTING A RECEIVER,
LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL
OF THE TRUST OR THE DEPOSITOR OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR
ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE TRUST OR THE
DEPOSITOR.

NO TRANSFER OF A TRUST CERTIFICATE SHALL BE MADE TO ANY PERSON UNLESS THE
DEPOSITOR, THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR HAVE RECEIVED (A) A
CERTIFICATE FROM SUCH PERSON TO THE EFFECT THAT SUCH PERSON IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF
THE CODE OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH, A "BENEFIT PLAN"), OR (B) AN
OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR
AND THE DEPOSITOR TO THE EFFECT THAT THE PURCHASE AND HOLDING OF SUCH TRUST
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE OWNER TRUSTEE,
THE INDENTURE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE BASIC DOCUMENTS.

THIS CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST IN
NATIONAL CITY BANK.

THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                       A-2
<PAGE>

NUMBER R-                     PERCENTAGE INTEREST:

                   NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                                   CERTIFICATE

evidencing a fractional undivided beneficial interest in the Trust, as defined
below, the property of which consists of: (1) the Receivables and all moneys
received thereon on or after February 1, 2004; (2) the security interests in the
Financed Vehicles and any accessions thereto granted by Obligors pursuant to the
Receivables and any other interest of the Depositor in such Financed Vehicles;
(3) any Liquidation Proceeds and any other proceeds with respect to the
Receivables from claims on any physical damage, credit life or disability
insurance policies covering the Financed Vehicles or the related Obligors,
including any vendor's single interest or other collateral protection insurance
policy; (4) any property that shall have secured a Receivable and shall have
been acquired by or on behalf of the Depositor, the Servicer or the Trust; (5)
the proceeds from any Servicer's errors and omissions protection policy, any
fidelity bond and any blanket physical damage policy, to the extent such
proceeds relate to any Financed Vehicle; (6) all documents and other items
contained in the Receivable Files; (7) all of the Depositor's rights (but not
its obligations) under the Receivables Purchase Agreement; (8) all right, title
and interest in all funds on deposit from time to time in the Trust Accounts and
the Certificate Distribution Account and in all investments therein and proceeds
thereof (including all Investment Earnings thereon); (9) all accounts, money,
chattel paper, securities, instruments, documents, deposit accounts,
certificates of deposit, letters of credit, advices of credit, banker's
acceptances, uncertificated securities, general intangibles, contract rights,
goods and other property consisting of, arising from or relating to any and all
of the foregoing; and (10) the proceeds of any and all of the foregoing.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF
NATIONAL CITY VEHICLE RECEIVABLES INC., NATIONAL CITY BANK, WILMINGTON TRUST
COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES.

         THIS CERTIFIES THAT ___________ is the registered owner of a _______
PERCENT nonassessable, fully paid, undivided percentage beneficial interest in
NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A, a Delaware statutory trust (the
"Trust"), formed by NATIONAL CITY VEHICLE RECEIVABLES INC., a Delaware
corporation (the "Depositor").

         The Trust was created pursuant to a Trust Agreement amended and
restated as of February 1, 2004 (as amended or supplemented from time to time,
the "Trust Agreement"), between the Depositor and Wilmington Trust Company, as
owner trustee (the "Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Trust Agreement or the Sale and Servicing Agreement dated as of February 1,
2004 (as amended and supplemented from time to time, the "Sale and Servicing
Agreement"), among the Trust, the Depositor, National City Bank, as Servicer,
Seller, Custodian and Administrator, and The Bank of New York, as Indenture
Trustee, as applicable.

         This Trust Certificate is one of the duly authorized Trust Certificates
designated as "Asset Backed Certificates" (herein called the "Trust
Certificates"). Also issued under an

                                       A-3
<PAGE>

Indenture dated as of February 1, 2004 (the "Indenture"), between the Trust and
The Bank of New York, as indenture trustee, are the six classes of Notes
designated as "1.10% Asset Backed Notes, Class A-1," "1.50% Asset Backed Notes,
Class A-2," "2.11% Asset Backed Notes, Class A-3" and "2.88% Asset Backed Notes,
Class A-4" (collectively, the "Class A Notes"), "2.45% Asset Backed Notes, Class
B" and "2.99% Asset Backed Notes, Class C" (the "Class C Notes", and together
with the Class A Notes and the Class B Notes, the "Notes"). This Trust
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Trust Certificate by virtue of its acceptance hereof assents and by which such
Certificateholder is bound. The rights of the Certificateholders are subordinate
to the rights of the Noteholders, as set forth in the Sale and Servicing
Agreement.

         Under the Trust Agreement, there will be distributed on the 15th day of
each month or, if such 15th day is not a Business Day, the next Business Day
(each, a "Distribution Date"), commencing on March 15, 2004, to the Person in
whose name this Trust Certificate is registered on the last day of the
immediately preceding month (the "Record Date"), such Certificateholder's
fractional undivided interest in the amount to be distributed to
Certificateholders on such Payment Date.

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

         It is the intent of the Depositor and the Certificateholders that,
solely for income and franchise tax purposes: (1) if there is one beneficial
owner in respect of the Trust Certificates, the Trust shall be treated as a
disregarded entity, and (2) if there is more than one beneficial owner in
respect of the Trust Certificates, the Trust shall be treated as a partnership
for income and franchise tax purposes, with the assets of the partnership being
the Receivables and other assets held by the Trust, the partners of the
partnership being the Certificateholders, and the Notes being debt of the
partnership. A Certificateholder, by its acceptance of a Trust Certificate,
agrees to treat, and to take no action inconsistent with such treatment of the
Trust.

         A Certificateholder, by its acceptance of a Trust Certificate,
covenants and agrees that such Certificateholder will not at any time institute
against the Depositor or the Trust, or join in any institution against the
Depositor or the Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificates, the Notes, the Trust Agreement
or any of the Basic Documents.

         Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee or the Paying Agent by wire transfer or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Trust Certificate or the making of
any notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate will
be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Trust Certificate
at the office or agency designated for that purpose by the Owner Trustee in the
Borough of Manhattan, The City of New York.

                                       A-4
<PAGE>

         Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

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

                  THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       A-5
<PAGE>

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

                                    NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                                    By: WILMINGTON TRUST COMPANY,
                                        not in its individual capacity but
                                        solely as Owner Trustee

Dated:                              By: ____________________________________
                                                Authorized Signatory

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY,                     WILMINGTON TRUST COMPANY,
as Owner Trustee                    or        as Owner Trustee

                                              By: The Bank of New York, as
                                                  Authenticating Agent

By: ___________________________               By: ___________________________
         Authorizing Agent                             Authorizing Agent

                                       A-6
<PAGE>

                         [REVERSE OF TRUST CERTIFICATE]

                  The Trust Certificates do not represent an obligation of, or
an interest in, the Depositor, the Servicer, the Owner Trustee or any affiliates
of any of them and no recourse may be had against such parties or their assets,
except as expressly set forth or contemplated herein or in the Trust Agreement
or the Basic Documents. In addition, this Trust Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment to
certain collections and recoveries with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Sale and
Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the
Trust Agreement may be examined by any Certificateholder upon written request
during normal business hours at the principal office of the Depositor and at
such other places, if any, designated by the Depositor.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of Certificateholders under the Trust Agreement at any
time by the Depositor and the Owner Trustee with the consent of the Holders of
the Trust Certificates and the Notes, each voting as a class, evidencing not
less than a majority of the Percentage Interests in the Certificates and the
outstanding principal balance of the Notes of each class. Any such consent by
the Holder of this Trust Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Trust Certificate and of any Trust
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent is made upon this Trust
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the Trust
Certificates.

                  As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Trust Certificate is
registerable in the Certificate Register upon surrender of this Trust
Certificate for registration of transfer at the offices or agencies of the
Certificate Registrar designated by the Owner Trustee in the Borough of
Manhattan, The City of New York, accompanied by a written instrument of transfer
in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Trust Certificates of authorized
denominations evidencing the same aggregate interest in the Trust will be issued
to the designated transferee. The initial Certificate Registrar appointed under
the Trust Agreement is The Bank of New York, New York, New York.

                  Except as provided in the Trust Agreement, the Trust
Certificates are issuable only as registered Trust Certificates in minimum
denominations of a one percent (1%) Percentage Interest in the Trust. As
provided in the Trust Agreement and subject to certain limitations therein set
forth, Trust Certificates are exchangeable for new Trust Certificates of
authorized denominations evidencing the same aggregate denomination, as
requested by the Certificateholder surrendering the same. No service charge will
be made for any such registration of transfer or exchange, but the Owner Trustee
or the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.

                  The Owner Trustee, the Certificate Registrar and any agent of
the Owner Trustee or the Certificate Registrar may treat the Person in whose
name this Trust Certificate is

                                       A-7
<PAGE>

registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Registrar or any such agent shall be affected by any notice to
the contrary.

                  The obligations and responsibilities created by the Trust
Agreement and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of all
property held as part of the Trust Estate. The Servicer of the Receivables may
at its option purchase the Trust Estate at a price specified in the Sale and
Servicing Agreement, and such purchase of the Receivables and other property of
the Trust will effect early retirement of the Trust Certificates; provided,
however, that such right of purchase is exercisable only as of any Determination
Date as of which the Pool Balance is less than or equal to 5% of the Original
Pool Balance.

                  The Trust Certificates may not be acquired by (a) an employee
benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of
the Code or (c) any entity whose underlying assets include plan assets by reason
of a plan's investment in the entity or which uses plan assets to acquire Trust
Certificates (each, a "Benefit Plan") unless an opinion of counsel, as described
in the Trust Agreement, is delivered to the Owner Trustee. By accepting and
holding this Trust Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.

                                       A-8
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

the within Trust Certificate, and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________, attorney, to transfer said Trust
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.

Dated:                                                                       */
                                            ________________________________
                                                  Signature Guaranteed:

                                            ________________________________ */

------------------------
*/       NOTICE: The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within Trust
         Certificate in every particular, without alteration, enlargement or any
         change whatever. Such signature must be guaranteed by an "eligible
         guarantor institution" meeting the requirements of the Certificate
         Registrar, which requirements include membership or participation in
         STAMP or such other "signature guarantee program" as may be determined
         by the Certificate Registrar in addition to, or in substitution for,
         STAMP, all in accordance with the Securities Exchange Act of 1934, as
         amended.

                                       A-9
<PAGE>

                                                                       EXHIBIT B

   FORM OF CERTIFICATE OF TRUST OF NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A

                  This CERTIFICATE OF TRUST of NATIONAL CITY AUTO RECEIVABLES
TRUST 2004-A (the "Trust"), dated January _____, 2004, is being duly executed
and filed by Wilmington Trust Company, a Delaware banking corporation, as owner
trustee, to form a statutory trust under the Delaware Statutory Trust Act (12
Del. Code, Section 3801 et seq.).

                  1.       Name. The name of the statutory trust formed hereby
is NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A.

                  2.       Delaware Trustee. The name and business address of
the trustee of the Trust in the State of Delaware is Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

                  3.       Effective Date. This Certificate of Trust shall be
effective upon filing with the Secretary of State.

                  IN WITNESS WHEREOF, the undersigned, being the sole trustee of
the Trust, has executed this Certificate of Trust as of the date first above
written.

                                        WILMINGTON TRUST COMPANY,
                                        as owner trustee

                                        By: __________________________________
                                            Name:
                                            Title:

                                       B-1
<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE

                                     [DATE]

National City Vehicle Receivables Inc.
1900 East 9th Street
Cleveland, Ohio 44114

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

         Re:      National City Auto Receivables Trust 2004-A

Ladies and Gentlemen:

         In connection with our disposition of the above-referenced Asset Backed
Certificates (the "Certificates") we certify that (a) we understand that the
Certificates have not been registered under the Securities Act of 1933, as
amended (the "Act"), and are being transferred by us in a transaction that is
exempt from the registration requirements of the Act and (b) we have not offered
or sold any Certificates to, or solicited offers to buy any Certificates from,
any person, or otherwise approached or negotiated with any person with respect
thereto, in a manner that would be deemed, or taken any other action which would
result in, a violation of Section 5 of the Act.

                                            Very truly yours,

                                            [NAME OF TRANSFEROR]

                                            By: ________________________________
                                                       Authorized Officer

                                       C-1
<PAGE>

                                                                       EXHIBIT D

                            FORM OF INVESTMENT LETTER

National City Vehicle Receivables Inc.
1900 East 9th Street
Cleveland, Ohio 44114

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Ladies and Gentlemen:

         In connection with our proposed purchase of a ____% percentage interest
in the Asset Backed Certificates (the "Certificates") of National City Auto
Receivables Trust 2004-A (the "Issuer"), we confirm that:

                  1. We understand that the Certificates have not been
         registered under the Securities Act of 1933, as amended (the "1933
         Act"), and may not be sold except as permitted in the following
         sentence. We understand and agree, on our own behalf and on behalf of
         any accounts for which we are acting as hereinafter stated, (x) that
         such Certificates are being offered only in a transaction not involving
         any public offering within the meaning of the 1933 Act and (y) that
         such Certificates may be resold, pledged or transferred only (i) to the
         Depositor, (ii) to an institutional investor that is an "accredited
         investor" as defined in Rule 501(a)(1),(2),(3) or (7) (an
         "Institutional Accredited Investor") under the 1933 Act acting for its
         own account (and not for the account of others) or as a fiduciary or
         agent for others (which others also are Institutional Accredited
         Investors unless the holder is a bank acting in its fiduciary capacity)
         that executes a certificate substantially in the form hereof, (iii) so
         long as such Certificate is eligible for resale pursuant to Rule 144A
         under the 1933 Act ("Rule 144A"), to a person whom we reasonably
         believe after due inquiry is a "qualified institutional buyer" as
         defined in Rule 144A, acting for its own account (and not for the
         account of others) or as a fiduciary or agent for others (which others
         also are "qualified institutional buyers") to whom notice is given that
         the resale, pledge or transfer is being made in reliance on Rule 144A
         or (iv) in a sale, pledge or other transfer made in a transaction
         otherwise exempt from the registration requirements of the 1933 Act, in
         which case the Owner Trustee shall require that both the prospective
         transferor and the prospective transferee certify to the Owner Trustee
         and the Depositor in writing the facts surrounding such transfer, which
         certification shall be in form and substance satisfactory to the Owner
         Trustee and the Depositor. Except in the case of a transfer described
         in clauses (i) or (iii) above, the Owner Trustee shall require a
         written opinion of counsel (which will not be at the expense of the
         Depositor, any affiliate of the Depositor or the Owner Trustee)
         satisfactory to the Depositor and the Owner Trustee be delivered to the
         Depositor and the Owner Trustee to the effect that such transfer will
         not violate the 1933 Act, in each case in accordance with any
         applicable securities laws of any state of the United States. We will

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         notify any purchaser of the Certificates from us of the above resale
         restrictions, if then applicable. We further understand that in
         connection with any transfer of the Certificates by us that the
         Depositor and the Owner Trustee may request, and if so requested we
         will furnish such certificates and other information as they may
         reasonably require to confirm that any such transfer complies with the
         foregoing restrictions.

                  2. [CHECK ONE]

[ ]      (a) We are an institutional investor that is an "accredited investor"
         as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the
         1933 Act (an "Institutional Accredited Investor") acting for our own
         account (and not for the account of others) or as a fiduciary or agent
         for others (which others also are Institutional Accredited Investors
         unless we are a bank acting in its fiduciary capacity). We have such
         knowledge and experience in financial and business matters as to be
         capable of evaluating the merits and risks of our investment in the
         Certificates, and we and any accounts for which we are acting are each
         able to bear the economic risk of our or their investment for an
         indefinite period of time. We are acquiring the Certificates for
         investment and not with a view to, or for offer and sale in connection
         with, a public distribution.

[ ]      (b) We are a "qualified institutional buyer" as defined under Rule 144A
         under the 1933 Act and are acquiring the Certificates for our own
         account (and not for the account of others) or as a fiduciary or agent
         for others (which others also are "qualified institutional buyers"). We
         are familiar with Rule 144A under the 1933 Act and are aware that the
         seller of the Certificates and other parties intend to rely on the
         statements made herein and the exemption from the registration
         requirements of the 1933 Act provided by Rule 144A.

                  3. We are not (i) an employee benefit plan (as defined in
         Section 3(3) of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA")) that is subject to the provisions of Title I of
         ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii)
         any entity whose underlying assets include plan assets by reason of a
         plan's investment in the entity (each, a "Benefit Plan"). We hereby
         acknowledge that no transfer of any Certificate shall be permitted to
         be made to any person unless the Owner Trustee has received (i) a
         certificate from such transferee to the effect of the preceding
         sentence, or (ii) an opinion of counsel satisfactory to the Owner
         Trustee to the effect that the purchase and holding of any such
         Certificate will not constitute or result in a non-exempt prohibited
         transaction under ERISA or Section 4975 of the Code and will not
         subject the Owner Trustee, the Indenture Trustee or the Depositor to
         any obligation in addition to those undertaken in the Basic Documents
         with respect to the Certificates (provided, however, that the Owner
         Trustee will not require such certificate or opinion in the event that,
         as a result of change of law or otherwise, counsel satisfactory to the
         Owner Trustee has rendered an opinion to the effect that the purchase
         and holding of any such Certificate by a Benefit Plan or a Person that
         is purchasing or holding any such Certificate with the assets of a
         Benefit Plan will not constitute or result in a non-exempt prohibited
         transaction under ERISA or Section 4975 of the Code).

                  4. We are a Person who is either (A)(1) a citizen or
         individual resident of the United States, (2) a corporation,
         partnership or other entity organized in or under the laws of the
         United States, any state thereof or the District of Columbia or (3) a
         Person not

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         described in (A)(1) or (2) whose ownership of the Trust Certificates is
         effectively connected with such Person's conduct of a trade or business
         within the United States (within the meaning of the Code) and its
         ownership of any interest in a Certificate will not result in any
         withholding obligation with respect to any payments with respect to the
         Trust Certificates by any Person (other than withholding, if any, under
         Section 1446 of the Code) or (B) an estate the income of which is
         includible in gross income for federal income tax purposes regardless
         of source or a trust if (1) the court within the United States is able
         to exercise primary supervision of the administration of such trust and
         one or more United States persons have the authority to control all
         substantial decisions of the Issuer or (2) such trust was in existence
         on August 20, 1996 and properly elected to continue to be treated as a
         United States person. We agree to provide a certification of
         non-foreign status signed under penalty of perjury and, alternatively,
         that if we are a Person described in clause (A)(3) above, we will
         furnish to the transferor and the Owner Trustee a properly executed IRS
         Form W-8ECI and a new IRS Form W-8ECI upon the expiration or
         obsolescence of any previously delivered form (and such other
         certifications, representations or Opinions of Counsel as may be
         requested by the transferor and the Owner Trustee).

                  5. We understand that the Depositor, the Owner Trustee, the
         Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and others
         will rely upon the truth and accuracy of the foregoing acknowledgments,
         representations and agreements, and we agree that if any of the
         acknowledgments, representations and warranties deemed to have been
         made by us by our purchase of the Certificates, for our own account or
         for one or more accounts as to each of which we exercise sole
         investment discretion, are no longer accurate, we shall promptly notify
         the Depositor, the Owner Trustee and Merrill Lynch, Pierce, Fenner &
         Smith Incorporated.

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

                                        Very truly yours,

                                        [NAME OF PURCHASER]

                                        By: _______________________________
                                            Name:
                                            Title:

                                        Date: _____________________________

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