efc8-1142_6660984ex41.htm


    EXHIBIT 4.1

     

     

    
      EXECUTION
COPY



     

    AMENDED
AND RESTATED TRUST AGREEMENT

     

    between

     

    ML ASSET
BACKED CORPORATION,

    as
Depositor

     

    and

     

    U.S. BANK
TRUST NATIONAL ASSOCIATION,

    as Owner
Trustee

     

    Dated as
of June 30, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE OF
CONTENTS

     

    Page

    


    
      	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

            	
              4

            
	
              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.

            	
              Characterization
      of the Trust for Tax Purposes

            	
              5

            
	
              Section
      2.08.

            	
              Liability
      of Certificateholders

            	
              6

            
	
              Section
      2.09.

            	
              Title
      to Trust Property

            	
              6

            
	
              Section
      2.10.

            	
              Situs
      of Trust

            	
              6

            
	
              Section
      2.11.

            	
              Representations,
      Warranties and Covenants of the Depositor

            	
              6

            
	
              Section
      2.12.

            	
              Federal
      Income Tax Matters

            	
              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 Certificates; Transfer and Exchange of Trust Certificates; Limitations
      on Transfer

            	
              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

            
	
              Section
      3.11.

            	
              Certificates
      Nonassessable and Fully Paid

            	
              12

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      
	
              ARTICLE
      IV

            
	 
      	 
      	 
      
	
              ACTIONS
      BY OWNER TRUSTEE

            
	 
      
	
              Section
      4.01.

            	
              Prior
      Notice with Respect to Certain Matters

            	
              13

            
	
              Section
      4.02.

            	
              Action
      by Certificateholders with Respect to Certain Matters

            	
              15

            
	
              Section
      4.03.

            	
              Restrictions
      on Certificateholders’ Power

            	
              15

            
	
              Section
      4.04.

            	
              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.

            	
              16

            
	
              Section
      5.03.

            	
              Method
      of Payment

            	
              17

            
	
              Section
      5.04.

            	
              No
      Segregation of Moneys; No Interest

            	
              17

            
	
              Section
      5.05.

            	
              Accounting
      and Reports to Certificateholders, the Internal Revenue Service and
      Others

            	
              17

            
	
              Section
      5.06.

            	
              Signature
      on Returns; Tax Matters Partner.

            	
              18

            
	 
      	 
      	 
      
	
              ARTICLE
      VI

            
	 
      	 
      	 
      
	
              AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

            
	 
      
	
              Section
      6.01.

            	
              General
      Authority

            	
              18

            
	
              Section
      6.02.

            	
              General
      Duties

            	
              18

            
	
              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

            	
              20

            
	
              Section
      6.06.

            	
              Restrictions

            	
              20

            
	
              Section
      6.07.

            	
              Administrative
      Duties.

            	
              20

            
	 
      	 
      	 
      
	
              ARTICLE
      VII

            
	 
      	 
      	 
      
	
              CONCERNING
      THE OWNER TRUSTEE

            
	 
      
	
              Section
      7.01.

            	
              Acceptance
      of Trusts and Duties

            	
              23

            
	
              Section
      7.02.

            	
              Furnishing
      of Documents

            	
              24

            
	
              Section
      7.03.

            	
              Representations
      and Warranties

            	
              24

            
	
              Section
      7.04.

            	
              Reliance;
      Advice of Counsel.

            	
              25

            
	
              Section
      7.05.

            	
              Not
      Acting in Individual Capacity

            	
              26

            
	
              Section
      7.06.

            	
              Owner
      Trustee Not Liable for Trust Certificates or for
    Receivables

            	
              26

            
	
              Section
      7.07.

            	
              Owner
      Trustee May Own Trust Certificates and Notes

            	
              26

            
	
              Section
      7.08.

            	
              Doing
      Business in Other Jurisdictions

            	
              26

            
	
              Section
      7.09.

            	
              Paying
      Agent, Certificate Registrar and Authenticating Agent

            	
              27

            
	 
      	 
      	 
      


    

     

    
      
        
        

      

      
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              ARTICLE
      VIII

            
	 
      	 
      	 
      
	
              COMPENSATION
      OF OWNER TRUSTEE

            
	 
      
	
              Section
      8.01.

            	
              Owner
      Trustee’s Fees and Expenses

            	
              27

            
	
              Section
      8.02.

            	
              Indemnification

            	
              27

            
	
              Section
      8.03.

            	
              Payments
      to the Owner Trustee

            	
              27

            
	
              ARTICLE
      IX

            
	 
      
	 
      	 
      	 
      
	
              TERMINATION
      OF TRUST AGREEMENT

            
	 
      
	
              Section
      9.01.

            	
              Termination
      of Trust Agreement.

            	
              28

            
	 
      	 
      	 
      
	
              ARTICLE
      X

            
	 
      	 
      	 
      
	
              SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

            
	 
      
	
              Section
      10.01.

            	
              Eligibility
      Requirements for Owner Trustee

            	
              29

            
	
              Section
      10.02.

            	
              Resignation
      or Removal of Owner Trustee

            	
              29

            
	
              Section
      10.03.

            	
              Successor
      Owner Trustee

            	
              30

            
	
              Section
      10.04.

            	
              Merger
      or Consolidation of Owner Trustee

            	
              31

            
	
              Section
      10.05.

            	
              Appointment
      of Co-Trustee or Separate Trustee

            	
              31

            
	 
      	 
      	 
      
	
              ARTICLE
      XI

            
	 
      	 
      	 
      
	
              MISCELLANEOUS

            
	 
      
	
              Section
      11.01.

            	
              Supplements
      and Amendments

            	
              32

            
	
              Section
      11.02.

            	
              No
      Legal Title to Trust Estate in Certificateholders

            	
              33

            
	
              Section
      11.03.

            	
              Limitations
      on Rights of Others

            	
              33

            
	
              Section
      11.04.

            	
              Notices.

            	
              33

            
	
              Section
      11.05.

            	
              Severability

            	
              34

            
	
              Section
      11.06.

            	
              Separate
      Counterparts

            	
              34

            
	
              Section
      11.07.

            	
              Successors
      and Assigns

            	
              34

            
	
              Section
      11.08.

            	
              Covenants
      of the Depositor

            	
              34

            
	
              Section
      11.09.

            	
              No
      Petition

            	
              34

            
	
              Section
      11.10.

            	
              No
      Recourse

            	
              34

            
	
              Section
      11.11.

            	
              Headings

            	
              35

            
	
              Section
      11.12.

            	
              GOVERNING
      LAW

            	
              35

            
	
              Section
      11.13.

            	
              Sarbanes-Oxley

            	
              35

            
	
              Section
      11.14.

            	
              Acceptance
      of Terms of Agreement

            	
              35

            
	
              Section
      11.15.

            	
              Information
      to Be Provided by the Owner Trustee

            	
              35

            


    

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    
    

    
    

    
      	Exhibit
      A-1	Form
      of Class R Trust Certificate	
               A-1

            
	Exhibit
      A-2	Form
      of Class E Trust Certificate	
               A-1

            
	
              Exhibit
      B

            	
              Form
      of Transferor Certificate 

            	
              B-1

            


    

    
      	
              Exhibit
      C

            	
              Form
      of Investment Letter 

            	
              C-1

            


    

    
      	
              Exhibit
      D

            	
              Form
      of Rule 144A Letter 

            	
              D-1

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

       

    

    This
AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 30, 2008, is between ML
ASSET BACKED CORPORATION, a Delaware corporation, as depositor (the “Depositor”)
and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking corporation, as
owner trustee (the “Owner Trustee”).

     

    WHEREAS,
the Owner Trustee and the Depositor entered into a Trust Agreement dated as of
June 13, 2008 (the “Original Trust Agreement”); and

     

    WHEREAS,
the Original Trust Agreement is being amended and restated as of June 30,
2008;

     

    NOW,
THEREFORE, the Depositor and the Owner Trustee hereby agree that the Original
Trust Agreement shall be amended and restated as follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

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

     

    “Agreement”
means this Amended and Restated Trust Agreement.

     

    “Bankruptcy
Action” has the meaning assigned to such term in Section 4.01.

     

    “Certificate
Distribution Account” has the meaning assigned to such term in Section
5.01.

     

    “Certificate
of Trust” means the certificate of trust of the Issuer substantially in the form
of Exhibit A to the Original Trust Agreement.

     

    “Certificate
Register” and “Certificate Registrar” means the register mentioned in and the
registrar appointed pursuant to Section 3.04.

     

    “Class E
Certificates” means the Trust Certificates designated as such, substantially in
the form of Exhibit A-2 hereto.

     

    “Class R
Certificates” means the Trust Certificates designated as such, substantially in
the form of Exhibit A-1 hereto.

     

    “Code”
means the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder.

     

    “Depositor”
means ML Asset Backed Corporation, and its successors, in its capacity as
depositor hereunder.

     

    “Distribution
Date” means the fifteenth (15th) day of
each calendar month or, if such day is not a Business Day, the next succeeding
Business Day commencing in August 2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Expenses”
has the meaning assigned to such term in Section 8.02.

     

    “Holder”
or “Certificateholder” means a Person in whose name a Trust Certificate is
registered in the Certificate Register; except that when used in reference to
the Notes, “Holder” shall have the meaning provided therefor under the
Indenture.

     

    “Indemnified
Parties” has the meaning assigned to such term in Section 8.02.

     

    “Indenture”
means the Indenture, dated as of June 30, 2008, among the Trust, Citibank, N.A.,
as Indenture Trustee and U.S. Bank National Association, as Securities
Administrator, as amended, supplemented or otherwise modified from time to
time.

     

    “Indenture
Trustee” means Citibank, N.A., a national banking association, not in its
individual capacity, but as Indenture Trustee under the Indenture, or any
successor Indenture Trustee under the Indenture.

     

    “Investment
Letter” has the meaning assigned to such term in Section 3.04.

     

    “Notes”
means the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class
A-3a Notes, the Class A-3b Notes, the Class A-4a Notes, the Class A-4b Notes,
the Class B Notes and the Class C Notes.

     

    “Original
Trust Agreement” has the meaning set forth in the recitals.

     

    “Owner
Trustee” means U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.

     

    “Paying
Agent” means any paying agent or co-paying agent appointed pursuant to Section
3.09 and shall initially be the Owner Trustee.

     

    “Percentage
Interest” means, as to any class of Trust Certificate, the percentage interest,
specified on the face thereof, in the distributions on such class of Trust
Certificates pursuant to this Agreement.

     

    “Protected
Purchaser” has the meaning set forth in Section 8-303 of the UCC.

     

    “Sale and
Servicing Agreement” means the Sale and Servicing Agreement dated as of June 30,
2008, among the Trust, as issuer, the Depositor, U.S. Bank National Association,
as Master Servicer, and Citibank, N.A., as Indenture Trustee, as the same may be
amended, supplemented or otherwise modified from time to time.

     

    “Secretary
of State” means the Secretary of State of the State of Delaware.

     

    “Securities
Act” means the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Securities
Administrator” means U.S. Bank National Association, a national banking
association, not in its individual capacity but solely as Securities
Administrator under the Indenture, or any successor Securities Administrator
under the Indenture.

     

    “Similar
Law” means any foreign, federal, state or local law with provisions
substantially similar to Title I of ERISA or Section 4975 of the
Code.

     

    “Statutory
Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
§§ 3801 et
seq., as the
same may be amended, supplemented or otherwise modified from time to
time.

     

    “Transferor
Certificate” has the meaning assigned to such term in Section
3.04(a).

     

    “Treasury
Regulations” means 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
Certificates” means the Class R Certificates in the form of Exhibit A-1 hereto
and the Class E Certificates in the form of Exhibit A-2 hereto.

     

     Other
Definitional Provisions.

     

    (a) Capitalized
terms used and not otherwise defined herein have the meanings assigned to them
in the Appendix A to the Sale and Servicing Agreement.

     

    (b) All terms
defined in this Agreement and used in any instrument governed hereby and in any
certificate or other document made or delivered pursuant hereto shall have the
respective meanings ascribed thereto herein unless such terms are otherwise
defined in such certificate or other document.

     

    (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” means
“including without limitation”.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (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 “Merrill Auto Trust
Securitization 2008-1,” 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.

     

    Section
2.03. Purposes and
Powers.  The purpose of the Trust is to engage in the following
activities and the Owner Trustee acting on behalf of 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 or
otherwise acquire the Receivables, 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 enter
into and perform its obligations under the Basic Documents to which it is to be
a party;

     

    (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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (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 Owner
Trustee acting on behalf of 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 other Basic
Documents.  Specifically, the Owner Trustee, on behalf of the Trust,
shall have no authority to engage in any business operation, acquire any assets
other than those specifically included in the Trust Property or the Owner Trust
Estate under Article II of the Sale and Servicing Agreement or otherwise vary
the assets held by the Trust, except as authorized by the terms of this
Agreement or the other Basic Documents.

     

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

     

    The Owner
Trustee may engage, in the name of the Trust or in its own name on behalf of the
Trust, in the activities of the Trust, make and execute contracts on behalf of
the Trust and sue on behalf of the Trust.

     

    Section
2.05. Initial Capital Contribution
of Trust Property.  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 Property 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 of the Certificateholders, subject to the obligations of the
Trust under the Basic Documents.  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.  The Owner Trustee has filed the Certificate of Trust with the
Secretary of State.

     

    Section
2.07. Characterization of the
Trust for Tax Purposes.  It is the intention of the parties
hereto that (i) the Trust constitute a statutory trust under the Statutory Trust
Statute and that this Agreement constitute the governing instrument of such
statutory trust and (ii) for federal, State and local income and franchise tax
purposes, the Trust (excluding the Reserve Account) shall be treated as a
grantor trust of the type described in Treasury Regulation §301.7701-4(c), with
the assets of the Trust being the Receivables and other assets held by the Trust
(excluding the Reserve Account), and the Notes being non-recourse debt of the
Class R Certificateholders; provided that if the Trust is not properly
characterized as a grantor trust of the type described in Treasury Regulation
§301.7701-4(c) (i.e., if one or more classes of Notes are 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    treated
as equity in the Trust for federal income tax purposes), the Trust shall be
treated for federal, State and local income and franchise tax purposes as a
partnership (other than an association or publicly traded partnership), 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
Holders of the Notes that are treated as equity in the Trust, and the remaining
Notes constituting indebtedness of the partnership.  The parties agree
that, unless otherwise required by the appropriate tax authorities, the Trust
will file or cause to be filed annual or other necessary returns, reports and
other forms consistent with the foregoing characterization of the Trust for such
tax purposes.

     

    Section
2.08. Liability of
Certificateholders.  The Certificateholders (including the
Depositor or any Affiliate thereof) shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the general corporation law of the State of
Delaware.

     

    Section
2.09. Title to Trust
Property.  Subject to the Indenture, legal title to all the
Trust Estate shall be vested at all times in the Owner Trustee, in its capacity
as trustee for the Trust, in accordance with Section 3805(f) of the Statutory
Trust Statute, with the same effect as if such property were held in the name of
the Trust as a separate legal entity.

     

    Section
2.10. Situs of
Trust.  The Trust will be located in the State of Delaware and
administered in the States of Delaware, New York or Minnesota.  All
bank accounts maintained by the Owner Trustee on behalf of the Trust shall be
located in the States of Delaware, New York or Minnesota.  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, New York or Minnesota, and payments will be made by the Trust only
from Delaware, New York or Minnesota.  The only office of the Trust
will be at the Corporate Trust Office.

     

    Section
2.11. 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.

     

    (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 transfer
and assign the property to be transferred and assigned to and deposited with the
Trust and the Depositor has duly authorized such transfer and assignment and
deposit to the Trust by all 

     

    
      
        
        

      

      
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    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 (i) 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 the by-laws
of the Depositor, or any indenture, agreement or other instrument to which the
Depositor is a party or by which it is bound, (ii) 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) or (iii) 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 5.1 of the Sale and
Servicing Agreement are true and correct.

     

    Section
2.12. Federal Income Tax
Matters.  (a)  The Certificateholders acknowledge
that it is their intent and that they understand it is the intent of the
Depositor that, for federal, State and local income and franchise tax purposes,
the Trust (excluding the Reserve Account) shall be treated as a grantor trust of
the type described in Treasury Regulation §301.7701-4(c), the Class R
Certificateholders shall be treated as beneficially owning the Trust assets
(other than the Reserve Account) and the Class E Certificateholders shall be
treated as beneficially owning the Reserve Account.  The Depositor
hereby agrees and each Certificateholder by acceptance of a Trust Certificate
agrees to such treatment and each agrees to take no action inconsistent with
such treatment as a grantor trust.  

     

    (b) Each
Certificateholder agrees to provide to the Trust (a) an IRS Form W-9, W-8 BEN,
W-8ECI or W-8IMY (including all required attachments thereto) or other similar
or successor forms, as appropriate, as is necessary to establish an exemption
from United States federal withholding tax with respect to such
Certificateholder (i) on or promptly after the date hereof (or, if later, the
date on which it becomes a Certificateholder hereunder) and (ii) upon the
occurrence of any event that would require the amendment or resubmission of any
such Form 

     

    
      
        
        

      

      
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    previously
provided hereunder and such other forms or information in connection therewith
reasonably requested by the Trust.

     

    (c) The Trust
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 formation of the Trust by the execution of
the Original Trust Agreement and until the issuance of the Trust Certificates,
the Depositor shall be the sole beneficiary of the Trust.

     

    Section
3.02. The Trust
Certificates.

     

    (a) The Trust
Certificates shall be issued in two classes (Class R and Class E) and in minimum
denominations of a one percent (1%) Percentage Interest.  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.

     

    (b) 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 and authenticated
by the Owner Trustee on behalf of the Trust and delivered to or upon the written
order of Merrill Lynch, Pierce, Fenner & Smith Incorporated, without further
action by the Depositor, in authorized denominations.  No Trust
Certificate shall entitle the related Certificateholder 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, 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 Owner Trustee 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.

     

    
      
        
        

      

      
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    Section
3.04. Registration of
Certificates; Transfer and Exchange of Trust Certificates; Limitations on
Transfer.  (a)  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 Trust shall provide for the registration of Trust
Certificates and of transfers and exchanges of Trust Certificates as herein
provided.  The Owner Trustee shall be the initial Certificate
Registrar.  No transfer of a Trust Certificate shall be recognized
except upon registration of such transfer in the Certificate
Register.

     

    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 the
Securities 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 State securities laws, the Certificateholder desiring to effect such
transfer and such Certificateholder’s prospective transferee shall each certify
to the Owner Trustee in writing the facts surrounding the transfer in
substantially the forms set forth in Exhibit B (the “Transferor
Certificate”) and either Exhibit C (the “Investment Letter”) or Exhibit D
(the “Rule 144A Letter”).  The Depositor shall provide to any
Certificateholder and any prospective transferee designated by any such
Certificateholder, information regarding the Trust Certificates and, based
solely on information received from the Master Servicer, the Receivables
Servicer and, to the extent reasonably obtainable by the Depositor, 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 Certificateholder desiring to
effect such a transfer shall, and does hereby agree to, indemnify the Trust, the
Owner Trustee, and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with Securities Act and
applicable State securities laws.  The Owner Trustee shall cause each
Trust Certificate to contain a legend in the form set forth on the form of Trust
Certificate attached hereto as Exhibit A.

     

    (b) With
respect to each transfer of a Trust Certificate, the prospective transferee
shall be deemed to represent the following:

     

    (i) It is
not, and each account (if any) for which it is purchasing the Trust Certificates
is not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that
is subject to Title I of ERISA, (2) a plan described in Section 4975(e)(1) of
the Code that is subject to Section 4975 of the Code, (3) a governmental plan,
as defined in Section 3(32) of ERISA, subject to any Similar Law, (4) an entity
whose underlying assets include plan assets by reason of a plan’s investment in
the entity (within the meaning of Department of Labor Regulation 29 C.F.R.
Section 2510.3-101 or otherwise under ERISA) or (5) a person investing “plan
assets” of any such plan (including for purposes of this clause (5), an
insurance company general account, but excluding any entity registered under the
Investment Company Act of 1940, as amended).

     

    
      
        
        

      

      
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    (ii) It
understands that any purported transfer of any Trust Certificate (or any
interest therein) to any Person who does not meet the conditions of paragraph
(i) above shall be, to the fullest extent permitted by law, void ab initio, and the purported
transferee in such a transfer shall not be recognized by the Trust or any other
Person as a Certificateholder for any purpose.

     

    (c) Upon
surrender for registration of transfer of any Trust Certificate at the office or
agency maintained pursuant to Section 3.08 and upon compliance with any
provisions of this Agreement relating to such transfer, the Owner Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Trust Certificates of a like Certificate Percentage
Interest 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 a like Certificate
Percentage Interest 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 Certificate Registrar 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
Certificates.

     

    The
preceding provisions of this Section 3.04 notwithstanding, the Owner Trustee
shall not make and the Certificate Registrar need not register any transfer or
exchange of Trust Certificates for a period of 15 days preceding any Payment
Date for any payment with respect to the Trust Certificates.

     

    Section
3.05. Mutilated, Destroyed, Lost
or Stolen Trust Certificates.

     

    (a) If (i)
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 (ii)
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 written notice that such Trust Certificate has been
acquired by a Protected Purchaser, the Owner Trustee, on behalf of the Trust,
shall execute and the Owner Trustee 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.  If, after the delivery of such replacement Trust
Certificate or payment of a destroyed, lost or stolen Trust Certificate, a
Protected Purchaser of the original Trust Certificate in lieu of which such
replacement Trust Certificate was issued presents for payment such original
Trust Certificate, the Trust and the Owner Trustee shall be entitled to recover
such replacement 

     

    
      
        
        

      

      
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    Trust
Certificate (or such payment) from the Person to whom such replacement Trust
Certificate was delivered or any assignee of such Person, except a Protected
Purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Trust or the Owner Trustee.  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.

     

    (b) The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Trust Certificates.

     

    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 Master Servicer, the Paying Agent
and the Depositor, within 15 days after receipt by the Owner Trustee of a
written request therefor from the Master Servicer, the Paying Agent or the
Depositor, a list, in such form as the Master 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 Certificateholders evidencing not less
than 25% of the Certificate Percentage Interests of either class 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 an office or offices
or agency or agencies located in the United States 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 Corporate Trust Office of 

     

    
      
        
        

      

      
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    the Owner
Trustee as the 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.

     

    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 Owner Trustee or, as provided in the Sale and Servicing
Agreement, the Securities Administrator.  As Paying Agent, the Owner
Trustee shall 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.  Any
Paying Agent other than the Owner Trustee shall be permitted to resign as Paying
Agent upon 30 days’ prior written notice to the Owner Trustee.  In the
event that the Owner Trustee shall no longer be the Paying Agent, 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 resignation or 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, 8.01 and
8.02 shall apply to the Owner Trustee in its role of Paying Agent and
Certificate Registrar, for so long as the Owner Trustee shall act as Paying
Agent and Certificate Registrar 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 substantially 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,
typewritten or engraved or may be produced in any other manner as is reasonably
acceptable to the Owner Trustee, as evidenced by its execution
thereof.

     

    Section
3.11. Certificates Nonassessable
and Fully Paid.  Certificateholders shall not be personally
liable for obligations of the Trust.  The interests represented by the
Trust Certificates shall be nonassessable for any losses or expenses of the
Trust or for any reason whatsoever, and, upon the authentication thereof by the
Owner Trustee pursuant to Section 3.03, 3.04 or 3.05, the Trust Certificates are
and shall be deemed fully paid.

     

    
      
        
        

      

      
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    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
Certificateholders evidencing not less than a majority of the Certificate
Percentage Interest of the Class R Certificates or, if the Class R Certificates
have been retired, the Class E Certificates shall not have notified the Owner
Trustee in writing prior to the thirtieth (30th) day
after such notice is given that such Certificateholders have withheld consent or
provided alternative direction:

     

    (a) the
initiation of any claim or lawsuit by the Owner Trustee (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 Owner
Trustee (except with respect to the aforementioned claims or lawsuits for
collection of the Receivables);

     

    (b) the
election by the Owner Trustee 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 other 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 other Basic Document in circumstances where the consent of
any Noteholder is not required and such amendment would materially adversely
affect the interests of the Certificateholders;

     

    (e) 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, Indenture Trustee or Certificate Registrar of its obligations
under the Indenture or this Agreement, as applicable;

     

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

     

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

     

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

     

    (i) 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;

     

    
      
        
        

      

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

     

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

     

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

     

    (m) confess a
judgment against the Trust;

     

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

     

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

     

    (p) 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 except, to the extent permitted hereunder, with the Owner
Trustee.  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
Master Servicer.

     

    The Owner
Trustee shall not have the power, except upon the written direction of the
Certificateholders pursuant to Section 4.04, and to the extent otherwise
consistent with the Basic Documents and permitted by applicable law, to (i)
institute proceedings to have the Owner Trustee or the Trust declared or
adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy
or insolvency proceedings against the Owner Trustee or the Trust, (iii) file a
petition or consent to a petition seeking reorganization or relief on behalf of
the Owner Trustee or the Trust under any applicable federal or State law
relating to bankruptcy, (iv) consent to the appointment of a conservator,
receiver, liquidator, assignee, trustee, sequestrator (or any similar official)
of the Owner Trustee or the Trust or a substantial portion of the property of
the Owner Trustee or the Trust, (v) make any assignment for the benefit of the
Owner Trustee’s or the Trust’s creditors, (vi) cause the Owner Trustee or the
Trust to admit in writing its inability to pay its debts generally as they
become due, or (vii) take any action, or cause the Owner Trustee or 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 and
to the fullest extent permitted by applicable law, no Certificateholder shall
have the power to take, and shall not take, any Bankruptcy Action with respect
to the Owner Trustee or the Trust or direct the Owner Trustee to take any
Bankruptcy Action with respect to the Owner Trustee or the
Trust.  Additionally, the Owner Trustee shall not have the power to
commence a Bankruptcy Action without the unanimous prior approval of all Class R
Certificateholders or, if no Class R Certificates are outstanding, the unanimous
prior approval of all Class E Certificateholders and the delivery to the Owner
Trustee by each such Class R Certificateholder, or each such Class E


     

    
      
        
        

      

      
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    Certificateholder,
as applicable, of a certification certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

     

    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 (a) the Certificateholders
evidencing not less than 25% of the Certificate Percentage Interests of the
Class R Certificates or, if the Class R Certificates have been retired, the
Class E Certificates, to remove the Master Servicer pursuant to Section 7.1
under the Sale and Servicing Agreement or (b) Certificateholders owning 100%
Certificate Percentage Interest of the Class R Certificates or, if the Class R
Certificates have been retired, the Class E Certificates, to amend the Sale and
Servicing Agreement pursuant to the proviso to Section 9.1(b).  In
addition, the Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders owning 100% Certificate Percentage Interest
of the Class R Certificates or, if the Class R Certificates have been retired,
the Class E Certificates, except as expressly provided in the Basic Documents,
sell the Receivables after the termination of the Indenture.

     

    Section
4.03. 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 (including Section 2.03 hereof) or any of the other
Basic Documents; nor shall the Owner Trustee be obligated to follow any such
direction, if given.

     

    Section
4.04. Majority
Control.  Except as expressly provided herein, any action that
may be taken by the Certificateholders under this Agreement may be taken by the
Certificateholders evidencing not less than a majority of the Certificate
Percentage Interests of each class voting separately by class; provided,
however, that so long as the Class R Certificates are outstanding, the Class E
Certificates will not have any voting rights.  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 Certificate Percentage Interests of
each class 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 Paying Agent shall establish and maintain on
behalf 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 “Merrill Auto Trust
Securitization 2008-1:  Certificate Distribution Account for the
benefit of the Certificateholders.”

     

    The Trust
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, on behalf of the Trust, for the benefit of the
Certificateholders. 

     

    
      
        
        

      

      
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     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 ten 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 and/or any
investments from the account that is no longer an Eligible Deposit Account to
such new Certificate Distribution Account.

     

    Section
5.02. Application of Trust
Funds.

     

    (a) On each
Distribution Date, the Paying Agent shall distribute to Certificateholders
amounts deposited in the Certificate Distribution Account in the following
manner:

     

    (i) to the
Class E Certificateholder, any amounts in the Reserve Account in excess of the
Specified Reserve Account Balance, and any amounts remaining on deposit in the
Reserve Account after the Notes have been paid in full, and

     

    (ii) to the
Class R Certificateholders, any amounts distributed pursuant to Section
8.2(c)(xiii) of the Indenture and any amounts distributed from the Principal
Distribution Account pursuant to the third from last sentence of Section 8.2(d)
of the Indenture with respect to such Distribution Date.

     

    Upon
dissolution of the Trust in accordance with Section 9.01 hereof and the other
Basic Documents, and after the payment of the making of reasonable provision for
payment of all liabilities of the Trust in accordance with Section 3808 of the
Statutory Trust Statute, any remaining Trust assets shall be distributed to the
Class R Certificateholders in accordance with the Certificate Percentage
Interests.

     

    (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 Securities Administrator pursuant to Section 4.7 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 Owner Trustee on behalf of
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


     

    
      
        
        

      

      
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    accordance
with this paragraph.  If a Certificateholder wishes to apply for a
refund of any such withholding tax, the Owner Trustee and each Paying Agent
shall reasonably cooperate with such Certificateholder in making such claim so
long as such Certificateholder agrees to reimburse the Owner Trustee and each
Paying Agent for any out of pocket expenses incurred.

     

    (d) Any
Certificateholder which is organized under the laws of a jurisdiction outside
the United States shall, on or prior to the date such Person becomes a
Certificateholder, so notify the Owner Trustee and the Paying Agent and either
(i) provide the Owner Trustee and the Paying Agent with Internal Revenue Service
Form W-8BEN, W-8ECI, W-8IMY (including all required attachments thereto) or
other similar forms, as appropriate, or (ii) notify the Owner Trustee and the
Paying Agent that it is not entitled to an exemption from United States
withholding tax or a reduction in the rate thereof on payments of
interest.  Any such Certificateholder agrees by its acceptance of a
Trust Certificate, on an ongoing basis, to provide like certification for each
taxable year and to notify the Owner Trustee and the Paying Agent should
subsequent circumstances arise affecting the information provided the Owner
Trustee in clauses (i) and (ii) above.  The Owner Trustee and the
Paying Agent shall be fully protected in relying upon, and each
Certificateholder by its acceptance of a Trust Certificate hereunder agrees to
indemnify and hold the Owner Trustee and the Paying Agent harmless against all
claims or liability of any kind arising in connection with or related to the
Owner Trustee’s and the Paying Agent’s reliance upon any documents, forms or
information provided by any Certificateholder to the Owner Trustee.

     

    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 or, if not, by check mailed to
such Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.

     

    Section
5.04. No Segregation of Moneys; No
Interest.  Subject to Sections 5.01 and 5.02, moneys received
by the Owner Trustee hereunder need not be segregated in any manner except to
the extent required by law or the Sale and Servicing Agreement, and may be
deposited under such general conditions as may be prescribed by law, and the
Owner Trustee shall not be liable for any interest thereon.

     

    Section
5.05. Accounting and Reports to
Certificateholders, the Internal Revenue Service and
Others.  The Trust 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 each Investor Report delivered to the Owner Trustee pursuant
to Section 3.8 of the Sale and Servicing Agreement, (c) 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
providing a Schedule K-1 to each partner if the Trust is required to be treated
as a partnership for federal income tax purposes) to enable each
Certificateholder to prepare its federal and state income tax returns, (d)
prepare (or cause to be prepared), file (or cause to be filed) such tax returns
relating to the Trust (including a partnership 

     

    
      
        
        

      

      
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    information
return, IRS Form 1065 if the Trust is required to be treated as a partnership
for federal income tax purposes) and make such elections as from time to time
may 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, (e) cause such tax returns to be signed in the manner required
by law and (f) 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 Trust or the tax matters
partner shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the
Receivables.  The Trust shall not make the election provided under
Section 754 of the Code, if applicable.

     

    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 required to be treated as a partnership for federal
income tax purposes, the Certificateholder holding a majority of the Certificate
Percentage Interest of the Class R Certificates shall be designated the “tax
matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the
Code.

     

    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, in each case as
evidenced conclusively by the Owner Trustee’s execution thereof.  In
addition to the foregoing, the Owner Trustee is authorized to take all actions
required of the Trust pursuant to the Basic Documents.  The Owner
Trustee is further authorized from time to time to take such action as the
Depositor or the Administrator directs with respect to and in accordance with
the Basic Documents (except to the extent that this Agreement expressly requires
the consent of Certificateholders for such action, in which case the Owner
Trustee shall not take such action without such consent).

     

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

     

    Section
6.03. Action upon
Instruction.

     

    (a) Subject
to Article IV and in accordance with the terms of the Basic Documents, the Class
R Certificateholders or, if the Class R Certificates have been retired, the
Class E 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 applicable
Certificateholders pursuant to Article IV.

     

    
      
        
        

      

      
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    (b) The Owner
Trustee shall not be required to take any action hereunder or under any other
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 Class R Certificateholders of record
or, if the Class R Certificates have been retired, the Class E
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 ten 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 other 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 other 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 Class R Certificateholders
of record or, if the Class R Certificates have been retired, the Class E
Certificateholders of record as of the preceding Record Date requesting
instruction and, to the extent that the Owner Trustee acts in good faith in
accordance with any such instruction received or, if instructed not to act, in
good faith refrains from acting, 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 ten 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 other 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.

     

    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 other Basic Document against the Owner
Trustee.  The Owner 

     

    
      
        
        

      

      
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    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 Commission filing for the Trust or to record this Agreement
or any other 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 Property 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
Property.

     

    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 Property 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 any provision of this
Agreement.

     

    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.

     

    Section
6.07. Administrative
Duties.

     

    (a) Subject
to the restrictions contained in Article IV, the Owner Trustee shall prepare or
shall cause the preparation by other appropriate Persons (and such preparation
shall not be the responsibility of the Seller, the Administrator, the Depositor,
the Indenture Trustee or the Master Servicer) of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Trust to prepare, file or deliver pursuant to the Indenture with respect to the
following matters under the Indenture (parenthetical section references are to
sections of the Indenture):

     

    (i) (a) the
appointment of a successor Note Registrar and (b) giving the Indenture Trustee
and to Securities Administrator notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note Registrar
(Section 2.5);

     

    (ii) the
delivery for cancellation of any Note delivered to the Issuer for cancellation,
and the direction to destroy or return such Note (Section 2.9);

     

    (iii) the
preparation of Definitive Notes in accordance with the instructions of the
Clearing Agency (Section 2.13);

     

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

     

    
      
        
        

      

      
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    (v) the
preparation of an Issuer Order directing the Paying Agent to deposit with the
Securities Administrator all sums held in trust by such Paying Agent (Section
3.3 and 4.3);

     

    (vi) the
preparation of an Issuer Order directing the Securities Administrator to provide
notification of any unclaimed monies and repayments (Section 3.3);

     

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

     

    (viii) the
annual delivery of Opinions of Counsel as to the Indenture 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);

     

    (ix) 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));

     

    (x) the
execution of any further instruments and the performance of any acts reasonably
necessary to carry out more effectively the purpose of the Indenture (Section
3.17);

     

    (xi) the
execution of any replacement swap agreements, including all related documents
(Section 3.20);

     

    (xii) upon its
actual knowledge of such, the delivery to the Indenture Trustee and the
Counterparties of written notice in the form of an Officer’s Certificate of any
event that with the giving of notice and the lapse of time would become an Event
of Default under clause (iii) of Section 5.1 of the Indenture (Section
5.1);

     

    (xiii) the
performance of any lawful action as the Controlling Party may request to compel
or secure the performance and observance by the Seller of each of its
obligations to the Issuer in the Basic Documents (Section 5.16);

     

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

     

    (xv) receiving
and administering requests of Noteholders for the current list of Noteholders
(Section 7.2);

     

    
      
        
        

      

      
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    (xvi) upon its
actual knowledge of such, the notification to the Indenture Trustee and the
Securities Administrator if and when the Notes are listed on any stock exchange
(Section 7.4);

     

    (xvii) the
delivery of new Notes conforming to any supplemental indenture (Section
9.6);

     

    (xviii) the duty
to furnish to the Counterparties, the Securities Administrator, the Rating
Agencies and the Indenture Trustee notice of redemption of Notes, if the Master
Servicer has not previously done so (Section 10.1);

     

    (xix) the duty
to notify Noteholders of redemption of the Notes or to cause the Securities
Administrator or the Master Servicer to provide such notification (Section
10.2);

     

    (xx) the
preparation and delivery of all Officer’s Certificates and Independent
Certificates with respect to any requests by the Issuer to the Indenture Trustee
or the Securities Administrator to take any action under the Indenture (Section
11.1(a));

     

    (xxi) the
preparation and delivery of all 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)); and

     

    (xxii) the
preparation and delivery to Noteholders, the Indenture Trustee and the
Securities Administrator of any agreements or requests by the Noteholders with
respect to alternate payment and notice provisions (Section 11.6).

     

    (b) The Owner
Trustee shall receive as compensation for its services hereunder such fees as
have been separately agreed upon before the date hereof among the Depositor and
the Owner Trustee, and the Owner Trustee shall be reimbursed for its other
reasonable expenses hereunder in the priority set forth in Section 8.2 in the
Indenture.  In performing its duties under Section 5.05 or 6.07, the
Owner Trustee shall be entitled to the indemnification provided by the Issuer
under Section 8.02 of this Agreement, in the priority set forth in Section 8.2
of the Indenture.

     

    (c) It is
understood and agreed that the Owner Trustee shall be entitled to engage outside
counsel, independent accountants and other experts to assist the Owner Trustee
in connection with the performance of its duties set forth in Sections 5.05 and
6.07, including the preparation of all tax reports and returns, securities law
filings, Opinions of Counsel and Independent Certificates and the Owner Trustee
shall be reimbursed for the expenses of such experts in accordance with the
priority set forth in Section 8.2 of the Indenture.  The Owner Trustee
shall not be obligated to engage any expert or perform any duty as required
under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until
such amount has been paid to the Owner Trustee, if payment of such reimbursable
amount is required of the Owner Trustee prior to the next Distribution
Date.

     

    
      
        
        

      

      
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    (d) The
Depositor and the Master Servicer shall furnish to the Owner Trustee from time
to time such additional information regarding the Trust or the Basic Documents
as the Owner Trustee shall reasonably request.  The Note Registrar
will furnish or cause to be furnished to the Indenture Trustee and the Owner
Trustee at such times as the Indenture Trustee or the Owner Trustee may request
in writing, within thirty days after receipt by the Note Registrar of any such
request, a list, in such form as the Indenture Trustee or Owner Trustee may
reasonably require, of the names and addresses of the Holders of Notes as of a
date not more than ten days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished to the Indenture Trustee.

     

    (e) The Owner
Trustee shall not be responsible for taking any action with respect to this
Section 6.07 unless a responsible officer in the Corporate Trust Administration
Department of the Owner Trustee has actual knowledge or has received written
notice of the need to take such action.

     

    (f) The
rights and protections afforded to the Owner Trustee pursuant to Article VII of
this Agreement shall also be afforded to the Owner Trustee with respect to the
performance of its administrative duties under this Section 6.07.

     

    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 Indenture
Trust Estate upon the terms of the Basic Documents and this
Agreement.  The Owner Trustee, in its individual capacity, 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 its individual
capacity.  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;

     

    (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 Depositor, the
Administrator or any Certificateholder;

     

    (c) no
provision of this Agreement or any other 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;

     

    
      
        
        

      

      
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    (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
other Basic Documents, other than the certificate of authentication on the Trust
Certificates, and the Owner Trustee, in its individual capacity, 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 Depositor, the Master
Servicer, the Indenture Trustee, the Administrator 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 other Basic Documents that are required to be performed by the
Indenture Trustee under the Indenture or the Depositor or the Master Servicer
under the Sale and Servicing Agreement or the Administrator under the
Administration 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 other Basic Document, at the request, order or direction of any of the
Certificateholders, unless such Certificateholders have offered to the Owner
Trustee security, in its individual capacity, or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by the Owner
Trustee, in its individual capacity, therein or thereby.  The right of
the Owner Trustee to perform any discretionary act enumerated in this Agreement
or in any other Basic Document shall not be construed as a duty, and the Owner
Trustee shall not be answerable for other than its gross 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 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, in its individual capacity,
hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

     

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

     

    
      
        
        

      

      
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    (b) It has
taken all corporate action necessary to authorize the execution and delivery by
it of this Agreement and the other Basic Documents, and this Agreement and the
other Basic Documents will be executed and delivered by one of its officers who
is duly authorized to execute and deliver this Agreement and the other Basic
Documents 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; it is a national banking association duly organized and validly
existing in good standing under the laws of the United States; it is 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 it has (or has a parent that has) time deposits that are rated
at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s or is otherwise
acceptable to each Rating Agency.

     

    Section
7.04. Reliance; Advice of
Counsel.

     

    (a) The Owner
Trustee (either in its individual capacity or as 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 other Basic Documents, the
Owner Trustee (i) may act directly or through its agents or attorneys pursuant
to agreements 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.

     

    
      
        
        

      

      
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    Section
7.05. Not Acting in Individual
Capacity.  Except as expressly provided in this Article VII, in
accepting the trusts hereby created, U.S. Bank Trust National Association 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 other Basic Document shall look only to
the Trust Property 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 other 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
Property or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the Indenture,
including 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 Depositor or the Master 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 Indenture Trustee or the Master Servicer or any sub-Servicer 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 Indenture Trustee and the Master
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 States of Delaware, New York or Minnesota if the
taking of such action will (i) require the 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 States of Delaware, New York or
Minnesota; (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 States of Delaware, New York or Minnesota
becoming payable by the Owner Trustee; or (iii) subject to the Owner Trustee to
personal jurisdiction in any jurisdiction other than the States of Delaware, New
York or Minnesota for causes of action arising from acts unrelated to the
consummation of the transactions by the Owner Trustee, as the case may be,
contemplated

     

    
      
        
        

      

      
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     hereby.  The
Owner Trustee shall be entitled to obtain advice of counsel (which advice shall
be an expense of the Trust under Section 8.01) 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 to proceed with such
action.

     

    Section
7.09. Paying Agent, Certificate
Registrar and 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 Owner Trustee shall receive from the Depositor
or the Trust as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Depositor and the
Owner Trustee, and the Owner Trustee shall be reimbursed by the Depositor or the
Trust 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, in the priority
set forth in Section 8.2 of the Indenture.

     

    Section
8.02. Indemnification.  The
Trust and the Depositor shall jointly and severally 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 Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except only
that the Trust shall not be liable for or required to indemnify an Indemnified
Party from or against Expenses arising or resulting from (i) the willful
misconduct or gross negligence of the Owner Trustee or (ii) the inaccuracy of a
representation or warranty made by the Owner Trustee in Section
7.03.  The indemnities contained in this Section shall survive the
resignation or removal of the Owner Trustee or the termination of this
Agreement.  In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section, the Indemnified Party’s
choice of legal counsel shall be subject to the approval of the Depositor, which
approval shall not be unreasonably withheld.

     

    Section
8.03. Payments to the Owner
Trustee.  Any amounts paid by the Trust pursuant to this
Article VIII shall be payable solely in the priority set forth in Section 8.2 of
the Indenture and shall be deemed not to be a part of the Trust Estate
immediately after such payment.

     

    
      
        
        

      

      
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    ARTICLE
IX


     

    TERMINATION
OF TRUST AGREEMENT

     

    Section
9.01. Termination of Trust
Agreement.

     

    (a) The Trust
shall dissolve upon the earlier of (i) the payment in full or other liquidation
and discharge in accordance with the Sale and Servicing Agreement of each
Receivable and (ii) the sale by the Trust of all of the Receivables in
accordance with the Indenture and the Sale and Servicing Agreement, including
pursuant an exercise of the option to purchase under Section 8.1 of the Sale and
Servicing Agreement, and in each case upon the final distribution of all moneys
or other property or proceeds of the Trust Estate in accordance with the terms
of the Indenture, Article VIII of the Sale and Servicing Agreement, Section 5.02
of this Agreement and the Statutory Trust Statute.  Any money or other
property held as part of the Owner Trust Estate (other than the Reserve Account)
following such distribution shall be distributed to the Class R
Certificateholders pro
rata and any amounts on deposit in the Reserve Account shall be
distributed to the Class E Certificateholders pro rata.  The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (i) operate to dissolve or 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) This
Agreement and the Trust are irrevocable.  Except as provided in
Section 9.01(a) and in this Section 9.01(b), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust or this
Agreement.

     

    (c) Notice of
any dissolution 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 Master Servicer given pursuant
to Section 8.1 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 surrender their Trust Certificates
for cancellation and receive the final

     

    
      
        
        

      

      
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    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), the Owner Trustee shall cause the Certificate of Trust to be
canceled by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 of the Statutory Trust Statute
and 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; incorporated or chartered under the
laws of the State of Delaware or the federal laws of the United States; and
having (or having a parent that has) time deposits that are rated at least
“Prime-1” by Moody’s and at least “A-1” by Standard & Poor’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 Depositor, the Indenture Trustee and the Rating Agencies.  Upon
receiving such notice of resignation, the Depositor 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; provided, however, that such right to appoint or to petition for the
appointment of any such successor shall in no event relieve the resigning Owner
Trustee from any obligations otherwise imposed on it under the Basic Documents
until such successor has in fact assumed such appointment.

     

    
      
        
        

      

      
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    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 Depositor, 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 Depositor
may remove the Owner Trustee.  If the Depositor shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the Depositor
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 Depositor 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 Depositor,
the Indenture Trustee 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 Depositor 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 as a successor Owner Trustee pursuant to Section 10.01.

     

    Upon
acceptance of appointment by a successor Owner Trustee pursuant to this Section,
the Depositor shall mail notice thereof to all Certificateholders, the Master
Servicer, the Indenture Trustee, the Noteholders and the Rating
Agencies.  If the Depositor shall fail to mail such notice within ten
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 Trust.

     

    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.

     

    
      
        
        

      

      
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    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 Owner Trustee shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the 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 Owner Trustee may consider
necessary or desirable.  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 Owner
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.

     

    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

     

    
      
        
        

      

      
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    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.

     

    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 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 Certificate Percentage Interests of the Class R
Certificates or, if the Class R Certificates have been retired, the Class E
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 Certificate
Percentage Interests required to consent to any such amendment, without the
consent of the Holders of all then-outstanding Notes and the Certificateholders
of all then-outstanding Certificates.

     

    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.

     

    
      
        
        

      

      
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    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 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, any other Basic Document 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 and the other Basic Documents
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 undivided ownership interest in the Owner 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 Owner
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 Paying
Agent, the Certificate Registrar 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 Owner 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 first-class 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 ML
Asset Backed Corporation, 4 World Financial Center, 11th Floor,
Office 8-301, New York, New York 10080, facsimile (212) 449-7733,
Attention:  Ted Breck; if to Issuer, addressed to Merrill Auto Trust
Securitization 2008-1 c/o ML Asset Backed Corporation, 4 World Financial Center,
11th
Floor, Office C-3101, New York, New York 10080, facsimile (212) 449-7733,
Attention:  Asset

     

    
      
        
        

      

      
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    Lending
Operations; or, 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 Master Servicer, addressed to: U.S. Bank
Portfolio Services, 1310 Madrid Street, Suite 103, Marshall, Minnesota 56258,
Attention: MATS 2008-1, and U.S. Bank Corporate Trust Services, 60 Livingston
Avenue, Mailcode: EP-MN-WS3D, St. Paul, Minnesota 55107-1419, facsimile (866)
831-7910, Attention: Structure Finance/MATS 2008-1.

     

    (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 or the Trust Certificates 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 or of the Trust Certificates, 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 other 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 Depositor, the Master Servicer, 

     

    
      
        
        

      

      
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    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.

     

    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. Sarbanes-Oxley.  Notwithstanding
anything contained herein or in any other Basic Document to the contrary, the
Owner Trustee shall not be required to execute, deliver or certify on behalf of
the Trust or any other Person any filings, certificates, affidavits or other
instruments (including any Sarbanes-Oxley Certification) required under the
Sarbanes-Oxley Act of 2002.

     

    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 Certificateholder that the terms and provisions of this
Agreement shall be binding, operative and effective as between the Owner Trustee
and the Certificateholder.

     

    Section
11.15. Information to Be Provided
by the Owner Trustee.  For as long as the Trust is subject to
the reporting requirements under the Exchange Act, the Owner Trustee shall
promptly upon request, provide to the Depositor, in writing. such information
regarding the Owner Trustee as is reasonably requested for the purpose of
compliance with Item 1117 of Regulation AB.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    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.

     

    
      
        	 	
                ML
      ASSET BACKED CORPORATION,

                as
      Depositor

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/ Michael M.
      McGovern	 
	 	 	Name: 
      Michael M. McGovern	 
	 	 	Title:   
      Secretary	 
	 	 	 	 


      

    

    
       

      
        
          	 	
                  U.S.
      BANK TRUST NATIONAL ASSOCIATION,

                  as
      Owner Trustee

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/ D. L.
      Reynolds	 
	 	 	Name: 
      Diane L. Reynolds	 
	 	 	Title:   
      Vice President	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
A-1

     

    FORM OF CLASS R TRUST
CERTIFICATE

     

    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 “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM.  IN ADDITION, THE
TRANSFER OF THIS TRUST CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND
CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT UNDER WHICH THIS
TRUST CERTIFICATE IS ISSUED (A COPY OF WHICH TRUST AGREEMENT IS AVAILABLE FROM
THE OWNER TRUSTEE OR UPON REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN
INVESTMENT LETTER IN WHICH THE TRANSFEREE MAKES CERTAIN
REPRESENTATIONS.

     

    THE
HOLDER OF THIS TRUST CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO
RECEIVE DISTRIBUTIONS ARE SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS
DESCRIBED IN THE SALE AND SERVICING AGREEMENT, THE INDENTURE AND THE TRUST
AGREEMENT REFERRED TO HEREIN.

     

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

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

    
       

      
        	NUMBER
      R-___         	
                PERCENTAGE
      INTEREST:  [  ]%

              


      

       

    

    MERRILL
AUTO TRUST SECURITIZATION 2008-1 CERTIFICATE evidencing a fractional undivided
beneficial interest in the Trust, as defined below.  The property of
the Trust includes a pool of motor vehicle installment sale contracts and loans,
substantially all of which are secured by security interests in Mitsubishi
Motors automobiles, light duty trucks and sport utility vehicles, conveyed by ML
Asset Backed Corporation.

     

    THIS
TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF MERRILL
LYNCH BANK USA, ML ASSET BACKED CORPORATION OR ANY OF THEIR RESPECTIVE
AFFILIATES.

     

    THIS
CERTIFIES THAT ________________ is the registered owner of a ____% PERCENT
nonassessable, fully paid, undivided beneficial interest in MERRILL AUTO TRUST
SECURITIZATION 2008-1, a Delaware statutory trust (the “Trust”), formed by ML
ASSET BACKED CORPORATION, a Delaware corporation (the “Depositor”).

     

    The Trust
was created pursuant to Amended and Restated Trust Agreement dated as of June
30, 2008 (as amended, supplemented or otherwise modified from time to time, the
“Trust Agreement”), between the Depositor and U.S. Bank Trust National
Association, 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 June 30, 2008 (as amended, supplemented or otherwise modified from
time to time, the “Sale and Servicing Agreement”), among the Trust, the
Depositor and U.S. Bank National Association, as Master Servicer.

     

    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 Indenture dated as of June 30,
2008 (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), among the Trust, Citibank, N.A., as indenture trustee (the
“Indenture Trustee”) and U.S. Bank National Association, as securities
administrator (the “Securities Administrator”), are the classes of Notes
designated as “[__]% Asset Backed Notes, Class A-1,” “[__]% Asset Backed Notes,
Class A-2a,” “One-Month LIBOR plus [__]% Floating Rate Asset Backed Notes, Class
A-2b,” “[__]% Asset Backed Notes, Class A-3a,” “One-Month LIBOR plus [__]%
Floating Rate Asset Backed Notes, Class A-3b,” “[__]% Asset Backed Notes, Class
A-4a”, “One-Month LIBOR plus [__]% Floating Rate Asset Backed Notes, Class A-4b”
(collectively, the “Class A Notes”), “[__]% Asset Backed Notes, Class B” (the
“Class B Notes”), and “[__]% Asset Backed Notes, Class C” (the “Class C
Notes”,  and, together with the Class A Notes, 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
property of the Trust consists of the Owner Trust Estate.  The rights
of the Certificateholders are subordinate to the rights of the Noteholders, as
set forth in the Indenture.

     

    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 

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    

     

    Date”),
commencing on August 15, 2008, 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 Distribution
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 the Trust (excluding the Reserve Account) shall be
treated as a grantor trust (or to the extent required, as a partnership) for
income and franchise tax purposes and that the Class E Certificateholders shall
be treated as beneficially owning the Reserve Account.  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, the Owner Trustee or the Trust, or join in any institution against
the Depositor, the Owner Trustee 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 other 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 as set forth in the Trust
Agreement.

     

    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 authenticating 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-1-3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Owner Trustee has caused this Trust Certificate to be duly
executed.

     

    
       

      
        
          	 	
                  U.S.
      BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely
      as
      Owner Trustee

                	 
	 	 	 	 
	 	 	 	 
	
                  Dated:  [    ],
      2008          

                	
                  By:
      

                	 	 
	 	 	
                  Authorized
      Signatory

                	 
	 	 	 	 
	 	 	 	 


        

      

      
         

        
          
            
            

          

          
            A-1-4

            
              

            

          

          
            
            

          

        

         

      

    

    OWNER
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        	U.S.
      BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee	 	 	U.S.
      BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              	 	 	By:	
                 

              	 
	
                 

              	 	 	 	
                as
      Authenticating Agent

              	 
	
                 

              	 	 	
                 

              	 


      

    

    
       

       

      
        
          	By:	 	 	 	 	 	 
	 	
                  
                    Authorizing
      Agent

                  

                	 	 	 	
                  
                    Authorizing
      Agent

                  

                	 
	
                   

                	 	 	
                   

                	 


        

      

       

      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      

    

     

    [REVERSE
OF TRUST CERTIFICATE]

     

    The Trust
Certificates do not represent an obligation of, or an interest in, the
Depositor, the Master Servicer, the Owner Trustee in its individual capacity 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 other 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 in the Trust Agreement and in the Sale and Servicing
Agreement.

     

    The Trust
Agreement permits, with certain exceptions provided therein, the amendment
thereof and the modification of the rights and obligations of the Depositor and
the rights of the Certificateholders under the Trust Agreement at any time by
the Depositor and the Owner Trustee, with prior written notice to each Rating
Agency, with the consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes and the consent of the
Certificateholders evidencing not less than a majority of the Certificate
Percentage Interests of in the Trust Certificates, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Trust Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders.  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 as set forth in the Trust Agreement, 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 Owner Trustee.

     

    Except as
provided in the Trust Agreement, the Trust Certificates are issuable only as
registered Trust Certificates without coupons in minimum denominations of one
percent Certificate Percentage Interest.  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.

     

    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    

     

    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 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 Master Servicer, under certain circumstances with
the prior consent of the Certificateholders, 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 the Determination Date as of which the
aggregate Principal Balance of the Receivables is less than or equal to 10% 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 or
Similar Law, (b) a plan described in Section 4975(e)(1) of the Code that is
subject to Section 4975 of the Code or Similar Law, (c) any entity whose
underlying assets include plan assets by reason of a plan’s investment in the
entity (each, a “Benefit Plan”) or (d) a Person investing “plan assets” of an
entity of any Person described in clauses (a) through (c).  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-1-7

        
          

        

      

      
        
        

      

    


    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-1-8

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
A-2

       

    

    FORM OF CLASS E TRUST
CERTIFICATE

     

    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 “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM.  IN ADDITION, THE
TRANSFER OF THIS TRUST CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND
CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT UNDER WHICH THIS
TRUST CERTIFICATE IS ISSUED (A COPY OF WHICH TRUST AGREEMENT IS AVAILABLE FROM
THE OWNER TRUSTEE OR UPON REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN
INVESTMENT LETTER IN WHICH THE TRANSFEREE MAKES CERTAIN
REPRESENTATIONS.

     

    THE
HOLDER OF THIS TRUST CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO
RECEIVE DISTRIBUTIONS ARE SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS
DESCRIBED IN THE SALE AND SERVICING AGREEMENT, THE INDENTURE AND THE TRUST
AGREEMENT REFERRED TO HEREIN.

     

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

     

    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    

    
      
         

        
          	NUMBER
      E-___         	
                  PERCENTAGE
      INTEREST:  [  ]%

                


        

         

      

    

    MERRILL
AUTO TRUST SECURITIZATION 2008-1 CERTIFICATE evidencing a fractional undivided
beneficial interest in the Trust, as defined below.  The property of
the Trust includes a pool of motor vehicle installment sale contracts and loans,
substantially all of which are secured by security interests in Mitsubishi
Motors automobiles, light duty trucks and sport utility vehicles, conveyed by ML
Asset Backed Corporation.

     

    THIS
TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF MERRILL
LYNCH BANK USA, ML ASSET BACKED CORPORATION OR ANY OF THEIR RESPECTIVE
AFFILIATES.

     

    THIS
CERTIFIES THAT ________________ is the registered owner of a ____% PERCENT
nonassessable, fully paid, undivided beneficial interest in MERRILL AUTO TRUST
SECURITIZATION 2008-1, a Delaware statutory trust (the “Trust”), formed by ML
ASSET BACKED CORPORATION, a Delaware corporation (the “Depositor”).

     

    The Trust
was created pursuant to Amended and Restated Trust Agreement dated as of June
30, 2008 (as amended, supplemented or otherwise modified from time to time, the
“Trust Agreement”), between the Depositor and U.S. Bank Trust National
Association, 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 June 30, 2008 (as amended, supplemented or otherwise modified from
time to time, the “Sale and Servicing Agreement”), among the Trust, the
Depositor and U.S. Bank National Association, as Master Servicer.

     

    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 Indenture dated as of June 30,
2008 (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), among the Trust, Citibank, N.A., as indenture trustee (the
“Indenture Trustee”) and U.S. Bank National Association, as securities
administrator (the “Securities Administrator”), are the classes of Notes
designated as “[__]% Asset Backed Notes, Class A-1,” “[__]% Asset Backed Notes,
Class A-2a,” “One-Month LIBOR plus [__]% Floating Rate Asset Backed Notes, Class
A-2b,” “[__]% Asset Backed Notes, Class A-3a,” “One-Month LIBOR plus [__]%
Floating Rate Asset Backed Notes, Class A-3b,” “[__]% Asset Backed Notes, Class
A-4a”, “One-Month LIBOR plus [__]% Floating Rate Asset Backed Notes, Class A-4b”
(collectively, the “Class A Notes”), “[__]% Asset Backed Notes, Class B” (the
“Class B Notes”), and “[__]% Asset Backed Notes, Class C” (the “Class C
Notes”,  and, together with the Class A Notes, 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
property of the Trust consists of the Owner Trust Estate.  The rights
of the Certificateholders are subordinate to the rights of the Noteholders, as
set forth in the Indenture.

     

    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 

     

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

     

    Date”),
commencing on August 15, 2008, 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 Distribution
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 the Trust (excluding the Reserve Account) shall be
treated as a grantor trust (or to the extent required, as a partnership) for
income and franchise tax purposes and that the Class E Certificateholders shall
be treated as beneficially owning the Reserve Account.  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, the Owner Trustee or the Trust, or join in any institution against
the Depositor, the Owner Trustee 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 other 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 as set forth in the Trust
Agreement.

     

    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 authenticating 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-2-3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Owner Trustee has caused this Trust Certificate to be duly
executed.

     

    
       

      
        
          	 	
                  U.S.
      BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely
      as
      Owner Trustee

                	 
	 	 	 	 
	 	 	 	 
	
                  Dated:  [    ],
      2008          

                	
                  By:
      

                	 	 
	 	 	
                  Authorized
      Signatory

                	 
	 	 	 	 
	 	 	 	 


        

      

      
         

        
          
            
            

          

          
            A-2-4

            
              

            

          

          
            
            

          

        

      

    

     

    OWNER
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

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

    
       

      
        
          	U.S.
      BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee	 	 	U.S.
      BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                	 	 	By:	
                   

                	 
	
                   

                	 	 	 	
                  as
      Authenticating Agent

                	 
	
                   

                	 	 	
                   

                	 


        

      

      
         

        
          
            	By:	 	 	 	 	 	 
	 	
                    
                      Authorizing
      Agent

                    

                  	 	 	 	
                    
                      Authorizing
      Agent

                    

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

      

    

    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    

     

    [REVERSE
OF TRUST CERTIFICATE]

     

    The Trust
Certificates do not represent an obligation of, or an interest in, the
Depositor, the Master Servicer, the Owner Trustee in its individual capacity 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 other 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 in the Trust Agreement and in the Sale and Servicing
Agreement.

     

    The Trust
Agreement permits, with certain exceptions provided therein, the amendment
thereof and the modification of the rights and obligations of the Depositor and
the rights of the Certificateholders under the Trust Agreement at any time by
the Depositor and the Owner Trustee, with prior written notice to each Rating
Agency, with the consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes and the consent of the
Certificateholders evidencing not less than a majority of the Certificate
Percentage Interests of each class (subject to Section 4.01) in the Trust
Certificates, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Trust Agreement or of
modifying in any manner the rights of the Noteholders or the
Certificateholders.  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 as set forth in the Trust Agreement, 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 Owner Trustee.

     

    Except as
provided in the Trust Agreement, the Trust Certificates are issuable only as
registered Trust Certificates without coupons in minimum denominations of one
percent Certificate Percentage Interest.  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.

     

    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    

     

    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 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 Master Servicer, under certain circumstances with
the prior consent of the Certificateholders, 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 the Determination Date as of which the
aggregate Principal Balance of the Receivables is less than or equal to 10% 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 or
Similar Law, (b) a plan described in Section 4975(e)(1) of the Code that is
subject to Section 4975 of the Code or Similar Law, (c) any entity whose
underlying assets include plan assets by reason of a plan’s investment in the
entity (each, a “Benefit Plan”) or (d) a Person investing “plan assets” of an
entity of any Person described in clauses (a) through (c).  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-2-7

        
          

        

      

      
        
        

      

    


    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-2-8

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
B

     

    FORM OF
TRANSFEROR CERTIFICATE

     

    [DATE]

    


    


    U.S. Bank
Trust National Association,

    as Owner
Trustee

    60
Livingston Avenue

    EP-MN
WS3D

    St. Paul,
Minnesota 55107-1419

    Attention:  Corporate
Trust Services/ MATS 2008-1

    


    Citibank,
N.A.

    as
Indenture Trustee

    388
Greenwich Street, 14th
Floor

    New York,
New York 10013

    


    Merrill
Auto Trust Securitization 2008-1

    c/o ML
Asset Backed Corporation

    250 Vesey
Street, 12th
Floor

    New York,
New York 10080

    Attention:  Asset
Lending Operations

    


    Re:  Merrill
Auto Trust Securitization 2008-1

     

    Ladies
and Gentlemen:

     

    In
connection with our disposition of the Asset Backed Certificates (the “Trust
Certificates”) issued by the referenced trust (the “Trust”) we certify that (a)
we understand that the Trust Certificates have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), and are being
transferred by us in a transaction that is exempt from the registration
requirements of the Securities Act and (b) we have not offered or sold any Trust
Certificates to, or solicited offers to buy any Trust 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 Securities Act.

     

    
      
        	 	Very
      truly yours,	 
	 	 	 
	 	[NAME
      OF TRANSFEROR]	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	
                Authorized
      Officer

              	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
C


     

    FORM OF
INVESTMENT LETTER

     

    [DATE]

    


    U.S. Bank
Trust National Association,

    as Owner
Trustee

    EP-MN-WS3D

    60
Livingston Avenue

    St. Paul,
Minnesota 55107-1419

    Attention:  Corporate
Trust Services/MATS 2008-1

    


    Citibank,
N.A.,

    as
Indenture Trustee

    388
Greenwich Street, 14th
Floor

    New York,
New York 10013

    


    Merrill
Auto Trust Securitization 2008-1

    c/o ML
Asset Backed Corporation

    250 Vesey
Street, 12th
Floor

    New York,
New York 10080

    Attention:  Asset
Lending Operations

    


    Re:  Merrill
Auto Trust Securitization 2008-1, Trust Certificates

     

    Ladies
and Gentlemen:

     

    In
connection with our acquisition of the above-referenced Trust Certificates (the
“Certificates”) we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the “Act”), or
any State securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we are an institutional “accredited investor,” as defined in Rule 501(a)(1),
(2), (3) or (7) in Regulation D under the Act or an entity in which all of the
equity owners are institutional “accredited investors,” as defined in Rule
501(a)(1), (2), (3) or (7) in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the seller
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (d) we are acquiring the Certificates for investment for our own
account and not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise dispose of the
Certificates in accordance with clause (f) below), (e) 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, or taken any other action that would result in a violation of Section 5
of the Act or any State securities laws and (f) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale, transfer or other
disposition is made 

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    pursuant
to an effective registration statement under the Act and in compliance with any
relevant State securities laws or is exempt from such registration requirements
and (2) the purchaser or transferee of such Certificate has executed and
delivered to you a certificate to substantially the same effect as this
certificate and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Amended and Restated Trust Agreement
dated as of, 2008, between ML Asset Backed Corporation and U.S. Bank Trust
National Association, as Owner Trustee.

     

    
       

      
        
          	 	Very
      truly yours,	 
	 	 	 
	 	[NAME
      OF TRANSFEREE]	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	
                  Authorized
      Officer

                	 
	 	 	 	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
D

     

    FORM OF
RULE 144A LETTER

     

    [DATE]

    


    U.S. Bank
Trust National Association,

    as Owner
Trustee

    EP-MN-WS3D

    60
Livingston Avenue

    St. Paul,
Minnesota 55107-1419

    Attention:  Corporate
Trust Services/ MATS 2008-1

    


    Citibank,
N.A.

    as
Indenture Trustee

    388
Greenwich Street, 14th
Floor

    New York,
New York 10013

    


    Merrill
Auto Trust Securitization 2008-1

    c/o ML
Asset Backed Corporation

    250 Vesey
Street, 12th
Floor

    New York,
New York 10080

    Attention:  Asset
Lending Operations

    


    Re:  Merrill
Auto Trust Securitization 2008-1, Trust Certificates

     

    Ladies
and Gentlemen:

     

    In
connection with our acquisition of the above-referenced Trust Certificates (the
“Certificates”) we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the “Act”), or
any State securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the seller concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) we have not, nor has anyone acting on
our behalf, offered, transferred, pledged, sold or otherwise disposed of the
Certificates or any interest in the Certificates, or solicited any offer to buy,
transfer, pledge or otherwise dispose of the Certificates or any interest in the
Certificates from any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other action
that would constitute a distribution of the Certificates under the Act or that
would render the disposition of the Certificates a violation of Section 5 of the
Act or any State securities laws or require registration pursuant thereto, and
we will not act, or authorize any person to act, in such manner with respect to
the Certificates, and (e) we are a “qualified institutional buyer” as that term
is defined in Rule 144A under the Act.  We are aware that the sale to
us is being made in reliance on Rule 144A.  We are acquiring the
Certificates for our own 

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    account
or for resale pursuant to Rule 144A and understand that such Certificates may be
resold, pledged or transferred only to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A.

     

    
      
        
          	 	Very
      truly yours,	 
	 	 	 
	 	[NAME
      OF TRANSFEREE]	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	
                  Authorized
      Officer

                	 
	 	 	 	 
	 	 	 	 


        

      

       

       

      D-2