This OWNER TRUST ADMINISTRATION AGREEMENT dated as of [___] among
NATIONAL CITY AUTO RECEIVABLES TRUST 200_-_, a Delaware business trust (the
"Issuer"), NATIONAL CITY BANK, a national banking association, as administrator
(the "Owner Trust Administrator"), and [INDENTURE TRUSTEE], a New York banking
corporation, not in its individual capacity but solely as Indenture Trustee (the
"Indenture Trustee"),
W I T N E S S E T H :
WHEREAS, the Issuer is issuing [___]% Asset Backed Notes, Class [A-1],
[___]% Asset Backed Notes, Class [A-2], [___]% Asset Backed Notes, Class [A-3]
and [___]% Asset Backed Notes, Class [A-4] (collectively, the "Class [A] Notes")
and [___]% Asset Backed Notes, Class [B] (the "Class [B] Notes" and, together
with the Class [A] Notes, the "Notes") pursuant to the Indenture dated as of
[___] (as amended and supplemented from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee and is issuing [___]% Asset Backed
Certificates, Class [C] (the "Class [C] Certificates" or the "Certificates" and,
together with the Notes, the "Securities") pursuant to the Amended and Restated
Trust Agreement dated as of [___] (as amended and supplemented from time to
time, the "Trust Agreement"), between National City Vehicle Receivables Inc., as
depositor, and [OWNER TRUSTEE], not in its individual capacity but solely as
owner trustee (capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture or the Trust
Agreement, as applicable);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities and of certain beneficial ownership
interests in the Issuer, including (i) a Sale and Servicing Agreement dated as
of [___] (as amended and supplemented from time to time, the "Sale and Servicing
Agreement"), among the Issuer, National City Bank, as seller (in such capacity,
the "Seller"), servicer (in such capacity, the "Servicer"), administrator and
custodian, and the Indenture Trustee, (ii) a Letter of Representations dated
[___] (as amended and supplemented from time to time, the "Depository
Agreement"), among the Issuer, the Indenture Trustee, the Owner Trust
Administrator and The Depository Trust Company ("DTC") relating to the Notes and
the Certificates and (iii) the Indenture (the Sale and Servicing Agreement, the
Depository Agreement, the Indenture and the Trust Agreement being referred to
hereinafter collectively as the "Related Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer and [OWNER
TRUSTEE], as owner trustee (the "Owner Trustee"), are required to perform
certain duties in connection with (a) the Notes and the collateral therefor
pledged pursuant to the Indenture (the "Collateral") and (b) the beneficial
ownership interests in the Issuer (the registered holders of such interests
being referred to herein as the "Owners");
WHEREAS, the Issuer and the Owner Trustee desire to have the Owner
Trust Administrator perform certain of the duties of the Issuer and the Owner
Trustee referred to in the preceding clause and to provide such additional
services consistent with the terms of this
Agreement and the Related Agreements as the Issuer and the Owner Trustee may
from time to time request; and
WHEREAS, the Owner Trust Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the Issuer
and the Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF THE OWNER TRUST ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE DEPOSITORY AGREEMENT AND THE INDENTURE.
(i) The Owner Trust Administrator agrees to perform all its
duties as Owner Trust Administrator and all the duties of the Issuer
and the Owner Trustee under the Depository Agreement. In addition, the
Owner Trust Administrator shall consult with the Owner Trustee
regarding the duties of the Issuer or the Owner Trustee under the
Indenture and the Depository Agreement. The Owner Trust Administrator
shall monitor the performance of the Issuer and shall advise the Owner
Trustee when action is necessary to comply with the Issuer's or the
Owner Trustee's duties under the Indenture and the Depository
Agreement. The Owner Trust Administrator shall prepare for execution by
the Issuer, or shall cause the preparation by other appropriate persons
of, all such documents, reports, filings, instruments, certificates and
opinions that it shall be the duty of the Issuer or the Owner Trustee
to prepare, file or deliver pursuant to the Indenture and the
Depository Agreement. In furtherance of the foregoing, the Owner Trust
Administrator shall take all appropriate action that is the duty of the
Issuer 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
(parenthetical section 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 2.04);
(B) the notification of Noteholders of the final principal
payment on their Notes (Section 2.08(b));
(C) reserved;
(D) 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 2.02);
(E) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the
release of collateral (Section 4.04);
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(F) the maintenance of an office in the Borough of Manhattan,
City of New York, for registration of transfer or exchange of
Notes (Section 3.02);
(G) the duty to cause newly appointed Paying Agents, if any,
to deliver to the Indenture Trustee the instrument specified
in the Indenture regarding funds held in trust (Section 3.03);
(H) the direction to the Indenture Trustee to deposit moneys
with Paying Agents, if any, other than the Indenture Trustee
(Section 3.03);
(I) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included in
the Trust Estate (Section 3.04);
(J) 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
3.05);
(K) 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 3.06 and 3.09);
(L) the identification to the Indenture Trustee in an
Officer's Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (Section
3.07(b));
(M) the delivery of written notice to the Indenture Trustee
and the Rating Agencies of a Servicer Default under the Sale
and Servicing Agreement and, if such Servicer Default 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 3.07(d));
(N) the duty to cause the Servicer to comply with Sections
4.09, 4.10, 4.11 and Article IX of the Sale and Servicing
Agreement (Section 3.14);
(O) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations
under the Indenture (Section 3.10(b));
(P) 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 and by the Seller or the
Company under the Receivables Purchase Agreement (Section
3.19);
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(Q) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the
preparation of an Officer's Certificate and the obtaining of
the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.01);
(R) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Trust Estate in a
commercially reasonable manner if an Event of Default shall
have occurred and be continuing (Section 5.04);
(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 6.08);
(T) 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 6.08 and 6.10);
(U) the furnishing to the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture
Trustee is not the Note Registrar (Section 7.01);