Administration Agreement



 EXHIBIT 10.3 
  

  
 ADMINISTRATION AGREEMENT 
  
 by and among

  
 M&I AUTO LOAN TRUST 2005-1 
 as Trust 
  
 M&I MARSHALL & ILSLEY BANK 
 as Administrator 
  
 and 
  
 JPMORGAN CHASE BANK, N.A. 
 as Indenture Trustee 
  
 November 22, 2005 
  

  


					
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 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page


	SECTION 1.	 	Definitions and Usage	  	1
			
	SECTION 2.	 	Duties of the Administrator	  	2
			
	SECTION 3.	 	Records	  	9
			
	SECTION 4.	 	Compensation	  	9
			
	SECTION 5.	 	Additional Information To Be Furnished to the Owner Trustee	  	9
			
	SECTION 6.	 	Independence of the Administrator	  	9
			
	SECTION 7.	 	No Joint Venture	  	9
			
	SECTION 8.	 	Other Activities of Administrator	  	9
			
	SECTION 9.	 	Term of Agreement; Resignation and Removal of Administrator	  	10
			
	SECTION 10.	 	Action upon Termination, Resignation or Removal	  	11
			
	SECTION 11.	 	Notices	  	11
			
	SECTION 12.	 	Amendments	  	11
			
	SECTION 13.	 	Successors and Assigns	  	12
			
	SECTION 14.	 	Governing Law	  	12
			
	SECTION 15.	 	Headings	  	12
			
	SECTION 16.	 	Counterparts	  	12
			
	SECTION 17.	 	Severability	  	12
			
	SECTION 18.	 	Not Applicable to M&I Bank in Other Capacities	  	12
			
	SECTION 19.	 	Limitation of Liability of Owner Trustee and Indenture Trustee	  	12
			
	SECTION 20.	 	Third-Party Beneficiary	  	13
			
	SECTION 21.	 	Nonpetition Covenants	  	13

  


					
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 ADMINISTRATION AGREEMENT 
  
 This ADMINISTRATION AGREEMENT, dated as of November 22, 2005 (as from time to time amended, supplemented or
otherwise modified and in effect, this “Agreement”), is by and among M&I AUTO LOAN TRUST 2005-1, a Delaware statutory trust (the “Trust”), M&I MARSHALL & ILSLEY BANK, a banking
corporation organized under the laws of the State of Wisconsin, as administrator (the “Administrator”), and JPMORGAN CHASE BANK, N.A., a national banking association, not in its individual capacity but solely as Indenture
Trustee (the “Indenture Trustee”). 
  
 WHEREAS,
the Trust is issuing the Notes pursuant to the Indenture and the Certificates pursuant to the Trust Agreement and has entered into certain agreements in connection therewith, including (i) the Sale and Servicing Agreement, (ii) the Note
Depository Agreement, and (iii) the Indenture (the Sale and Servicing Agreement, the Note Depository Agreement and the Indenture being referred to hereinafter collectively as the “Related Agreements”); and 
  
 WHEREAS, the Trust and Deutsche Bank Trust Company Delaware, not in its
individual capacity but as owner trustee of the Trust (“Owner Trustee”) desire to have the Administrator perform certain duties of the Trust and the Owner Trustee (in its capacity as Owner Trustee) under the Related Agreements and
to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Trust may from time to time request; and 
  
 WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Trust and the Owner
Trustee on the terms set forth herein; 
  
 NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
  
 SECTION 1. Definitions and Usage. 
  
 (a) Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein are defined in Appendix X to the Sale and Servicing Agreement dated as of November 22, 2005 among M&I Dealer Auto Securitization LLC, as seller, the Administrator, as
servicer, the Trust and the Indenture Trustee. 
  
 (b) All terms
defined in this Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless
the context otherwise requires: (i) accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in this Agreement to the extent not defined, shall have the respective meanings given to them under generally
accepted accounting principles; (ii) terms defined in Article 9 of the UCC and not otherwise defined in this Agreement are used as defined in that Article; (iii) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (iv) references to any Article, Section, Schedule or Exhibit are references to Articles, Sections, Schedules and 

  


					
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Exhibits in or to this Agreement, and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or definition; (v) the term “including” means “including without limitation”; (vi) references to any law or regulation refer to that law or regulation
as amended from time to time and include any successor law or regulation; (vii) references to any Person include that Person’s successors and assigns; and (viii) headings are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof. 
  
 SECTION 2.
Duties of the Administrator. 
  
 (a) Duties with Respect
to the Basic Documents. 
  
 (i) The Administrator agrees to
perform all its duties as Administrator and the duties of the Trust and the Owner Trustee (in its capacity as Owner Trustee) under the Note Depository Agreement. In addition, the Administrator shall consult with the Trust and the Owner Trustee
regarding the duties of the Trust and Owner Trustee under the Basic Documents. 
  
 (ii) The Administrator shall monitor the performance of the Trust and the Owner Trustee and shall advise the Trust and the Owner Trustee when action is necessary to comply with the Trust and the Owner Trustee’s
duties under the Basic Documents. 
  
 (iii) The Administrator
shall prepare for execution by the Trust, or shall cause the preparation by appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that shall be the duty of the Trust or the Owner Trustee to prepare,
file or deliver pursuant to the Basic Documents. 
  
 (iv) In
furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Trust or the Owner Trustee to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect
to the following matters under the Indenture (references are to sections of the Indenture): 
  
 (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and
the location, or change in location, of the Note Register (Section 2.4); 
  
 (B) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to
the Indenture Trustee (Section 2.2); 
  
 (C) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.9); 
  
 (D) the preparation of Definitive Notes in accordance with
the instructions of the Clearing Agency (Section 2.12); 
  


					
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 (E) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the
Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); 
  
 (F) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee and the
retention of any unclaimed amounts with respect to the Notes (Section 3.3); 
  
 (G) the obtaining and preservation of the Trust’s qualification to do business, and any required license or approval, in each
jurisdiction in which such qualification license or approval, is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate
(Section 3.4); 
  
 (H) the preparation of
all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust
Estate (Section 3.5); 
  
 (I) the delivery
of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture
(Sections 3.6 and 3.9); 
  
 (J) the
identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Trust has contracted to perform its duties under the Indenture (Section 3.7(b)); 
  
 (K) the notification of the Indenture Trustee and the Rating
Agencies of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the
Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); 
  
 (L) the preparation and obtaining of documents and instruments required for the transfer by the Trust of its properties or assets
(Section 3.10(b)); 
  
 (M) the duty to
cause the Servicer to comply with Sections 4.9, 4.10, 4.11, 4.12 and 5.5 of the Sale and Servicing Agreement (Section 3.14); 
  
 (N) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default
under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.18); 
  
 (O) the monitoring of the Trust’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an
Officer’s Certificate and the obtaining of the Opinions of Counsel and the Independent Certificate relating thereto (Section 4.1); 
  


					
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 (P) the monitoring of the Trust’s obligations as to the satisfaction, discharge and
defeasance of the Notes and the preparation of an Officer’s Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written confirmation thereof and the Opinions of Counsel
relating thereto (Section 4.1); 
  
 (Q)
the preparation and delivery of an Officer’s Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(c) of the
Indenture, its status and what action the Trust is taking or proposes to take with respect thereto (Section 5.1); 
  
 (R) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public
or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); 
  
 (S) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee (Section 6.8); 
  
 (T)
the provision of compensation, indemnities and reimbursement of expenses as provided under Section 6.7 of the Indenture (Section 6.7); 
  

(U) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and
any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); 
  
 (V) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is
not the Note Registrar (Section 7.1); 
  
 (W) the preparation and, after execution by the Trust, the filing with the Commission, any applicable state agencies and delivery to the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as
may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); 
  
 (X) the preparation and delivery of Issuer Orders,
Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2, 8.3 and 8.7); 
  
 (Y) the preparation of an Issuer Request and Officer’s
Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); 
  


					
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 (Z) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with
respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); 
  
 (AA) the execution and delivery of new Notes conforming to
any supplemental indenture (Section 9.6); 
  
 (BB) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2); 
  
 (CC) the preparation and delivery of all Officer’s Certificates and the obtaining of Opinions of
Counsel and Independent Certificates with respect to any requests by the Trust to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); 
  
 (DD) the preparation and delivery of Officer’s Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); 
  
 (EE) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information
required pursuant to Section 11.4 of the Indenture (Section 11.4); 
  
 (FF) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice
provisions (Section 11.6); and 
  
 (GG)
the recording of the Indenture, if applicable (Section 11.15). 
  
 (v) Payment of Fees and Indemnification by the Administrator. 
  
 The Administrator will: 
  
 (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) pursuant to the terms of the letter agreement between Administrator and Indenture Trustee; 
  
 (B) pay to each agent of the Indenture Trustee from time to time reasonable compensation for its services as agreed upon between such
agent and the Administrator; 
  
 (C) except as
otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture
(including the reasonable compensation, expenses and disbursements of 
  


					
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 such agents and counsel as Indenture Trustee may employ in connection with the exercise and performance
of its rights and its duties under the Indenture) and under the other Basic Documents, except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith; 
  
 (D) indemnify the Indenture Trustee (individually and in its
capacity as such) and its successors, assigns, directors, officers, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or the
administration of the trust created under the Indenture and the performance of its duties thereunder and under the other Basic Documents; provided, however, that the Administrator shall not be liable for or required to indemnify Indenture
Trustee from and against any of the foregoing expenses arising or resulting from Indenture Trustee’s own willful misconduct, negligence or bad faith or to the extent arising from the breach by Indenture Trustee of any of its representations and
warranties and covenants set forth in the Indenture; 
  
 (E) pay to Deutsche Bank Trust Company Delaware from time to time reasonable compensation for all services rendered by Deutsche Bank Trust Company Delaware under the Trust Agreement (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) pursuant to the terms of the letter agreement between Administrator and Deutsche Bank Trust Company Delaware; 
  
 (F) except as otherwise expressly provided for in the Trust Agreement, reimburse Deutsche Bank Trust Company
Delaware upon its request for all reasonable expenses, disbursements and advances incurred or made by Deutsche Bank Trust Company Delaware in connection with its rights and duties under the Trust Agreement (including the reasonable compensation,
expenses and disbursements of such agents and counsel as Owner Trustee may employ in connection with the exercise and performance of its rights and its duties under the Trust Agreement), except any such expense that may be attributable to its
willful misconduct, gross negligence or bad faith; and 
  
 (G) to the fullest extent permitted by law, indemnify Deutsche Bank Trust Company Delaware (individually and in its capacity as Owner Trustee) and its successors, assigns, directors, officers, employees and agents from and against, any and
all loss, liability and expense, tax, (but not including any taxes asserted with respect to federal income or other income taxes) penalty or claim (including reasonable legal fees and expenses) of any kind and nature whatsoever which may at any time
be imposed on, incurred by, or asserted against Deutsche Bank Trust Company Delaware in its individual capacity and as Owner Trustee or any Indemnified Party in any way relating to or arising out of the Trust Agreement, the Basic Documents, the
Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of Deutsche Bank Trust Company Delaware under the Trust Agreement, provided, however, that the Administrator shall not be liable for or required to
indemnify Deutsche Bank Trust Company Delaware from and against any of the foregoing expenses arising or resulting from any of the matters described in the third sentence of Section 7.1 of the Trust Agreement. 
  


					
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 Indemnification under this subsection shall survive the resignation or removal of Deutsche Bank Trust Company Delaware as
Owner Trustee or the Indenture Trustee and the termination of this Agreement or any other Basic Document. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to this Section, such Person (the “Indemnified Person”) shall promptly notify Administrator in writing, and Administrator, upon request of the Indemnified
Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Administrator designates in such proceeding and shall pay the reasonable fees and expenses of such counsel related to
such proceeding. Administrator shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Administrator agrees to
indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Administrator shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified
Person from all liability on claims that are the subject matter of such proceeding. If Administrator shall have made any indemnity payments pursuant to this subsection and the Person to or on behalf of whom such payments are made thereafter shall
collect any of such amounts from others, such Person shall promptly repay such amounts to Administrator, without interest. 
  
 (b) Additional Duties. 
  
 (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations and shall prepare or shall cause the
preparation by other appropriate persons of, and shall execute on behalf of the Trust or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Trust or the Owner Trustee to
prepare, file or deliver pursuant to the Related Agreements, and at the request of the Trust or the Owner Trustee shall take all appropriate action that it is the duty of the Trust or the Owner Trustee to take pursuant to the Related Agreements.

  
 (ii) Subject to Section 4 of this Agreement, and
in accordance with the directions of the Trust, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the
foregoing provisions and as are expressly requested by the Trust and are reasonably within the capability of the Administrator. In addition, the Administrator shall be responsible for the following matters: 
  
 (A) Notwithstanding anything in this Agreement or the
Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder as
contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. 
  
 (B) Notwithstanding anything in this Agreement or the
Related Agreements to the contrary, the Administrator shall be responsible for performance of the 
  


					
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 duties of the Administrator, the Trust or the Owner Trustee set forth in Sections 5.5(a),
(b), (c), (d) and (e), 5.6(a) and 9.1 of the Trust Agreement and Sections 4.3, 4.4(b), 4.7, 5.1(b) and (c), 5.6 and 8.4 of the Sale and Servicing
Agreement, with respect to, among other things, accounting and reports to Certificateholders. 
  
 (C) [RESERVED] 
  
 (D) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for
establishing the Reserve Account pursuant to Section 5.8 of the Sale and Serving Agreement. 
  
 (E) The Administrator will provide prior to December 15, 2005 a certificate of an Authorized Officer in form and substance
satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the
letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. 
  
 (F) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required
to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator pursuant to the Trust Agreement. 
  
 (G) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received
from the Trust and shall be, in the Administrator’s opinion, no less favorable to the Trust than would be available from unaffiliated parties. 
  
 (c) Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not
take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative
direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: 
  
 (A) the amendment of or any supplement to the Indenture pursuant to Article IX of the Indenture; 
  
 (B) the initiation of any claim or lawsuit by the Trust and
the compromise of any action, claim or lawsuit brought by or against the Trust (other than in connection with the collection of the Receivables or Eligible Investments); 
  
 (C) the amendment, change or modification of the Related Agreements; 
  


					
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 (D) the appointment of successor Note Registrars, successor Note Paying Agents and
successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the
Indenture; and 
  
 (E) the removal of the
Indenture Trustee. 
  
 (d) Notwithstanding anything to the
contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture
or (z) take any other action that the Trust directs the Administrator not to take on its behalf. 
  
 SECTION 3. Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by
the Trust and the Depositor at any time during normal business hours. 
  
 SECTION
4. Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement and, as reimbursement for its expenses related thereto, the Administrator shall be entitled to $2,500 annually (the
“Administration Fee”) which shall be solely an obligation of the Servicer. 
  
 SECTION 5. Additional Information To Be Furnished to the Owner Trustee. The Administrator shall furnish to the Trust from time to time such additional information regarding the Collateral as the Trust shall
reasonably request. 
  
 SECTION 6. Independence of the Administrator. For
all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Trust, the Owner Trustee or the Indenture Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the Trust, the Administrator shall have no authority to act for or represent the Trust or the Owner Trustee (and, regardless of whether authorized by the Trust, the
Administrator shall have no such authority at all with respect to the Indenture Trustee) in any way and shall not otherwise be deemed an agent of the Trust or the Owner Trustee or the Indenture Trustee. 
  
 SECTION 7. No Joint Venture. Nothing contained in this Agreement shall constitute the
Administrator and either of the Trust or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, shall be construed to impose any liability as such on any of them or
shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 
  
 SECTION 8. Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole
discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Trust or the Owner Trustee or the Indenture Trustee.

  


					
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 SECTION 9. Term of Agreement; Resignation and Removal of Administrator. 
  
 (a) This Agreement shall continue in force until the termination of the
Trust, upon which event this Agreement shall automatically terminate. 
  
 (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Trust with at least sixty (60) days’ prior written notice. 
  
 (c) Subject to Sections 9(e) and 9(f), the Trust may remove the
Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. 
  
 (d) Subject to Sections 9(e) and 9(f), at the sole option of the Trust, the Administrator may be removed immediately upon written notice of
termination from the Trust to the Administrator if any of the following events shall occur: 
  
 (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be
cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Trust); 
  
 (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within
sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or 
  
 (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they
become due. 
  
 The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section 9(d) shall occur, it shall give written notice thereof to the Trust within seven (7) days after the happening of such event. 
  
 (e) No resignation or removal of the Administrator pursuant to
this Section 9 shall be effective until (1) a successor Administrator shall have been appointed by the Trust and (2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrator is bound hereunder. 
  
 (f)
The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. 
  


					
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 (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the
appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement. 
  
 SECTION 10. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 9(a) or the resignation or removal of the Administrator pursuant to Section 9(b) or (c), respectively, the Administrator shall be entitled to be paid
all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 9(a) deliver to the Trust all property and documents
of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 9(b) or (c), respectively, the Administrator shall cooperate with the
Trust and the Indenture Trustee and take all reasonable steps requested to assist the Trust in making an orderly transfer of the duties of the Administrator. 
  
 SECTION 11. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed to the address set forth in Schedule D to
the Sale and Servicing Agreement or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage
prepaid, facsimile or hand-delivered to the address of such party as provided above. 
  
 SECTION 12. Amendments. 
  
 (a) This Agreement
may be amended from time to time by a written amendment duly executed and delivered by the Trust, the Administrator and the Indenture Trustee, with the written consent of the Trust, without the consent of the Noteholders and the Certificateholders,
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or Certificateholders; provided that, unless the Rating
Agency Condition shall have been satisfied, such amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder; and provided further that any amendment entered into pursuant to this
Section 12(a) shall not significantly change the permitted activities of the Trust. 
  
 (b) This Agreement may also be amended by the Trust, the Administrator and the Indenture Trustee with the written consent of the Owner Trustee and the
Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Note Class and the Certificateholders of Certificates evidencing not less than a majority of the Certificate Percentage Interest for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Noteholders or the Certificateholders; provided, however, that no such amendment may
increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders or Certificateholders or reduce the
aforesaid percentage of the Noteholders and Certificateholders which are required to consent to any such amendment, without the consent of the Noteholders of all the Notes Outstanding and Certificateholders of Certificates evidencing all the
Certificate Percentage Interest. 
  


					
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 SECTION 13. Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment
is previously consented to in writing by the Owner Trustee and the Indenture Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Owner Trustee or the Indenture Trustee to a
corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided that such successor organization executes and delivers to the Trust and the Indenture Trustee an agreement
in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of
the parties hereto. 
  
 SECTION 14. Governing Law. This agreement shall
be construed in accordance with the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law but without reference to its conflicts of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws. 
  
 SECTION 15. Headings. The Section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 
  
 SECTION 16. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be an original, but all of which together shall constitute but one and the same agreement. 
  
 SECTION 17. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

 
 SECTION 18. Not Applicable to M&I Bank in Other Capacities. Nothing in this
Agreement shall affect any right or obligation M&I Bank may have in any other capacity. 
  
 SECTION 19. Limitation of Liability of Owner Trustee and Indenture Trustee. 
  
 (a) It is expressly understood and agreed by and between the parties hereto (i) that this Agreement is executed and delivered by Deutsche Bank Trust
Company Delaware, not in its individual capacity but solely as Owner Trustee of the Trust under the Amended and Restated Trust Agreement dated as of November 22, 2005 between M&I Dealer Auto Securitization, LLC, Deutsche Bank Trust Company
Delaware, Deutsche Bank Trust Company Americas and M&I Marshall & Ilsley Bank (the “Trust Agreement”) in the exercise of the power and authority 
  


					
	1300584 05134611	 	12	 	2005-1 Administration Agreement









 conferred and vested in it as such Owner Trustee, (ii) each of the representations, undertakings and agreements made
herein by the Trust are not personal representations, undertakings and agreements of Deutsche Bank Trust Company Delaware, but are binding only on the Trust, (iii) nothing contained herein shall be construed as creating any liability on
Deutsche Bank Trust Company Delaware, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming
by, through or under any such party, and (iv) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expense of the Trust or be liable for the breach or failure of any
obligations, representation, warranty or covenant made or undertaken by the Trust under this Agreement. 
  
 (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by JPMorgan Chase Bank, N.A. not in its individual
capacity but solely as Indenture Trustee and in no event shall Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the M&I Auto Loan Trust 2005-1 hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the M&I Auto Loan Trust 2005-1. For all purposes of this Agreement, in the performance of any duties or obligations
of the M&I Auto Loan Trust 2005-1 hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture. 
  
 SECTION 20. Third-Party Beneficiary. Deutsche Bank Trust Company Delaware is a
third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. 
  
 SECTION 21. Nonpetition Covenants. Notwithstanding any prior termination of this Agreement, each of the Trust, the Administrator, the
Owner Trustee (by accepting the benefits of this Agreement) and the Indenture Trustee hereby covenant and agree that, prior to the date which is one year and one day after the payment in full of all outstanding Obligations of each Bankruptcy Remote
Party, it will not institute against, or join any other Person in instituting against, such Bankruptcy Remote Party any bankruptcy, reorganization, receivership, arrangement, insolvency or liquidation proceedings or other similar proceeding under
the laws of the United States or any state of the United States. 
  


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

			
	M&I AUTO LOAN TRUST 2005-1, as Trust
		
	By:	 	 DEUTSCHE BANK TRUST COMPANY
 DELAWARE, not in its individual capacity but solely
 as Owner Trustee

		
	By:	 	 /s/ Louis Bodi


	Name:	 	Louis Bodi
	Title:	 	Vice President


  


					
	1300584 05134611	 	S-1	 	2005-1 Administration Agreement










			
	 JPMORGAN CHASE BANK, N.A., not in its individual capacity but solely as Indenture Trustee

		
	By:	 	 /s/ Patty Barbarino


	Name:	 	Patty Barbarino
	Title:	 	Vice President


  


					
	1300584 05134611	 	S-2	 	2005-1 Administration Agreement










			
	 M&I MARSHALL & ILSLEY BANK,
 as
Administrator

		
	By:	 	 /s/ Donald H. Wilson


	Name:	 	Donald H. Wilson
	Title:	 	Senior Vice President


  


					
	1300584 05134611	 	S-3	 	2005-1 Administration Agreement