Exhibit 10.2
                                                                  ------------

                           ADMINISTRATION AGREEMENT

          This ADMINISTRATION AGREEMENT dated as of _______________, 200_,
          among [______________] TRUST 200_-_, a Delaware statutory trust (the
          "Issuer"), ________________________, a _________ corporation, as
          administrator (the "Administrator"), and ________________, a
          __________ banking corporation, not in its individual capacity but
          solely as Indenture Trustee (the "Indenture Trustee"),

                             W I T N E S S E T H :

     WHEREAS, the Issuer is issuing the Class [A-1] Asset-Backed Notes, Class
[A-2] Asset-Backed Notes, Class [A-3] Asset-Backed Notes, Class [A-4]
Asset-Backed Notes and Class [B] Asset-Backed Notes (together, the "Notes")
pursuant to the Indenture dated as of ___________, 200_ (as amended and
supplemented from time to time, the "Indenture"), between the Issuer and the
Indenture Trustee (capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Indenture);

     WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes and of certain beneficial ownership interests
in the Issuer, including a Sale and Servicing Agreement dated as of
___________, 200_ (as amended and supplemented from time to time, the "Sale
and Servicing Agreement"), among the Issuer, ML Asset Backed Corporation., as
depositor (the "Depositor") and ___________________, as [master] servicer (the
"[Master] Servicer"), the Trust Agreement dated as of _______, 200_ (as
amended and supplemented from time to time, the "Trust Agreement") between
Depositor and _________, a [________] banking association as owner trustee
(the "Owner Trustee") and the Indenture (the Sale and Servicing Agreement, the
Trust Agreement and the Indenture being referred to hereinafter collectively
as the "Related Agreements");

     WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (a) the
Notes and the collateral therefor pledged pursuant to the Indenture (the
"Collateral") and (b) the beneficial ownership interests in the Issuer (the
registered holders of such interests being referred to herein as the
"Owners");

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

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

<PAGE>

     NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

     1. Duties of the Administrator. (a) Duties with Respect to the Depository
Agreements and the Indenture. (i) The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer and the Owner Trustee
under the Depository Agreements. In addition, the Administrator shall consult
with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee
under the Indenture and the Depository Agreements. The Administrator shall
monitor the performance of the Issuer and shall advise the Owner Trustee when
action is necessary to comply with the Issuer's or the Owner Trustee's duties
under the Indenture and the Depository Agreements. The Administrator shall
prepare for execution by the Issuer, or shall cause the preparation by other
appropriate persons of, all such documents, reports, filings, instruments,
certificates and opinions that it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the Indenture and the
Depository Agreements. In furtherance of the foregoing, the Administrator
shall take all appropriate action that is the duty of the Issuer or the Owner
Trustee to take pursuant to the Indenture including, without limitation, such
of the foregoing as are required with respect to the following matters under
the Indenture (references are to sections of the Indenture):

          (A) the duty to cause the Note Register to be kept and to give the
          Indenture Trustee notice of any appointment of a new Note Registrar
          and the location, or change in location, of the Note Register
          (Section 2.04);

          (B) the notification of Noteholders of the final principal payment
          on their Notes (Section 2.07(b));

          (C) the fixing or causing to be fixed of any specified record date
          and the notification of the Indenture Trustee and Noteholders with
          respect to special payment dates, if any (Section 2.07(c));

          (D) the preparation of or obtaining of the documents and instruments
          required for authentication of the Notes and delivery of the same to
          the Indenture Trustee (Section 2.02);

          (E) the preparation, obtaining or filing of the instruments,
          opinions and certificates and other documents required for the
          release of collateral (Section 2.09);

          (F) the maintenance of an office in the Borough of Manhattan, City
          of New York, for registration of transfer or exchange of Notes
          (Section 3.02);

          (G) the duty to cause newly appointed Paying Agents, if any, to
          deliver to the Indenture Trustee the instrument specified in the
          Indenture regarding funds held in trust (Section 3.03);

          (H) the direction to the Indenture Trustee to deposit moneys with
          Paying Agents, if any, other than the Indenture Trustee (Section
          3.03);


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<PAGE>

          (I) the obtaining and preservation of the Issuer's qualification to
          do business in each jurisdiction in which such qualification is or
          shall be necessary to protect the validity and enforceability of the
          Indenture, the Notes, the Collateral and each other instrument and
          agreement included in the Trust Estate (Section 3.04);

          (J) the preparation of all supplements and amendments to the
          Indenture and all financing statements, continuation statements,
          instruments of further assurance and other instruments and the
          taking of such other action as is necessary or advisable to protect
          the Trust Estate (Section 3.05);

          (K) the delivery of the Opinion of Counsel on the Closing Date and
          the annual delivery of Opinions of Counsel as to the Trust Estate,
          and the annual delivery of the Officer's Certificate and certain
          other statements as to compliance with the Indenture (Sections 3.06
          and 3.09);

          (L) the identification to the Indenture Trustee in an Officer's
          Certificate of a Person with whom the Issuer has contracted to
          perform its duties under the Indenture (Section 3.07(b));

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

          (N) the duty to cause the Servicer to comply with Sections 4.09,
          4.10, 4.11 and 5.09 and Article XI of the Sale and Servicing
          Agreement (Section 3.14);

          (O) the preparation and obtaining of documents and instruments
          required for the release of the Issuer from its obligations under
          the Indenture (Section 3.10(b));

          (P) the delivery of written notice to the Indenture Trustee and the
          Rating Agencies of each Event of Default under the Indenture and
          each default by the Servicer or the Depositor under the Sale and
          Servicing Agreement (Section 3.19);

          (Q) the monitoring of the Issuer's obligations as to the
          satisfaction and discharge of the Indenture and the preparation of
          an Officer's Certificate and the obtaining of the Opinion of Counsel
          and the Independent Certificate relating thereto (Section 4.01);

          (R) the compliance with any written directive of the Indenture
          Trustee with respect to the sale of the Trust Estate in a
          commercially reasonable manner if an Event of Default shall have
          occurred and be continuing (Section 5.04);

          (S) the preparation and delivery of notice to Noteholders of the
          removal of the Indenture Trustee and the appointment of a successor
          Indenture Trustee (Section 6.08);


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<PAGE>

          (T) the preparation of any written instruments required to confirm
          more fully the authority of any co-trustee or separate trustee and
          any written instruments necessary in connection with the resignation
          or removal of any co-trustee or separate trustee (Sections 6.08 and
          6.10);

          (U) the furnishing of the Indenture Trustee with the names and
          addresses of Noteholders during any period when the Indenture
          Trustee is not the Note Registrar (Section 7.01);

          (V) the preparation and, after execution by the Issuer, the filing
          with the Commission, any applicable state agencies and the Indenture
          Trustee of documents required to be filed on a periodic basis with,
          and summaries thereof as may be required by rules and regulations
          prescribed by, the Commission and any applicable state agencies and
          the transmission of such summaries, as necessary, to the Noteholders
          (Section 7.03);

          (W) the opening of one or more accounts in the Issuer's name, the
          preparation and delivery of Issuer Orders, Officer's Certificates
          and Opinions of Counsel and all other actions necessary with respect
          to investment and reinvestment of funds in the Trust Accounts
          (Sections 8.02 and 8.03);

          (X) the preparation of an Issuer Request and Officer's Certificate
          and the obtaining of an Opinion of Counsel and Independent
          Certificates, if necessary, for the release of the Trust Estate
          (Sections 8.04 and 8.05);

          (Y) the preparation of Issuer Orders and the obtaining of Opinions
          of Counsel with respect to the execution of supplemental indentures
          and the mailing to the Noteholders of notices with respect to such
          supplemental indentures (Sections 9.01, 9.02 and 9.03);

          (Z) the execution and delivery of new Notes conforming to any
          supplemental indenture (Section 9.06);

          (AA) the duty to notify Noteholders of redemption of the Notes or to
          cause the Indenture Trustee to provide such notification (Section
          10.02);

          (BB) the preparation and delivery of all Officer's Certificates,
          Opinions of Counsel and Independent Certificates with respect to any
          requests by the Issuer to the Indenture Trustee to take any action
          under the Indenture (Section 11.01(a));

          (CC) the preparation and delivery of Officer's Certificates and the
          obtaining of Independent Certificates, if necessary, for the release
          of property from the lien of the Indenture (Section 11.01(b));

          (DD) the notification of the Rating Agencies, upon the failure of
          the Indenture Trustee to give such notification, of the information
          required pursuant to Section 11.04 of the Indenture (Section 11.04);


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<PAGE>

          (EE) the preparation and delivery to Noteholders and the Indenture
          Trustee of any agreements with respect to alternate payment and
          notice provisions (Section 11.06);

          (FF) the recording of the Indenture, if applicable (Section 11.15);

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

          (HH) the appointment of any successor Calculation Agent (Section
          2.15).

          (ii) The Administrator will:

          (A) pay the Indenture Trustee (and any separate trustee or
          co-trustee appointed pursuant to Section 6.10 of the Indenture (a
          "Separate Trustee")) from time to time reasonable compensation for
          all services rendered by the Indenture Trustee or Separate Trustee,
          as the case may be, under the Indenture (which compensation shall
          not be limited by any provision of law in regard to the compensation
          of a trustee of an express trust);

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

          (C) indemnify the Indenture Trustee and any Separate Trustee and
          their respective agents for, and hold them harmless against, any
          losses, liability or expense incurred without negligence or bad
          faith on their part, arising out of or in connection with the
          acceptance or administration of the transactions contemplated by the
          Indenture, including the reasonable costs and expenses of defending
          themselves against any claim or liability in connection with the
          exercise or performance of any of their powers or duties under the
          Indenture; and

          (D) indemnify the Owner Trustee and its agents for, and hold them
          harmless against, any losses, liability or expense incurred without
          negligence or bad faith on their part, arising out of or in
          connection with the acceptance or administration of the transactions
          contemplated by the Trust Agreement, including the reasonable costs
          and expenses of defending themselves against any claim or liability
          in connection with the exercise or performance of any of their
          powers or duties under the Trust Agreement.

     (b) Additional Duties. (i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate persons of, and
shall execute on behalf of the Issuer or the Owner Trustee, all such
documents, reports, filings, instruments, certificates and opinions that it


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<PAGE>

shall be the duty of the Issuer or the Owner Trustee to prepare, file or
deliver pursuant to the Related Agreements or Section 5.05(a), (b), (c) or (d)
of the Trust Agreement, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Related Agreements. In furtherance thereof, the Owner
Trustee shall, on behalf of itself and of the Issuer, execute and deliver to
the Administrator and to each successor Administrator appointed pursuant to
the terms hereof, one or more powers of attorney, appointing the Administrator
the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of
executing on behalf of the Owner Trustee and the Issuer all such documents,
reports, filings, instruments, certificates and opinions. Subject to Section 5
of this Agreement, and in accordance with the directions of the Owner Trustee,
the Administrator shall administer, perform or supervise the performance of
such other activities in connection with the Collateral (including the Related
Agreements) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator. Such responsibilities shall include the
obtainment and maintenance of any licenses required to be obtained or
maintained by the Trust under the Pennsylvania Motor Vehicle Sales Finance
Act. In addition, the Administrator shall promptly notify the Indenture
Trustee and the Owner Trustee in writing of any amendment to the Pennsylvania
Motor Vehicle Sales Finance Act that would affect the duties or obligations of
the Indenture Trustee or the Owner Trustee under any Basic Document and shall
assist the Indenture Trustee or the Owner Trustee in its obtainment and
maintenance of any licenses required to be obtained or maintained by the
Indenture Trustee or the Owner Trustee thereunder. In connection therewith,
the Administrator shall cause the Depositor to pay all fees and expenses under
such Act.

          (ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
promptly notifying the Owner Trustee in the event that any withholding tax is
imposed on the Trust's payments (or allocations of income) to an Owner as
contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall
specify the amount of any withholding tax required to be withheld by the Owner
Trustee pursuant to such provision.

          (iii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
performance of the duties of the Owner Trustee set forth in Section 5.05(a),
(b), (c) and (d), the penultimate sentence of Section 5.05 and Section 5.06(a)
of the Trust Agreement with respect to, among other things, accounting and
reports to Owners.

          (iv) The Administrator shall perform the duties of the Administrator
specified in Section 10.02 of the Trust Agreement required to be performed in
connection with the resignation or removal of the Owner Trustee, and any other
duties expressly required to be performed by the Administrator under the Trust
Agreement.

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


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<PAGE>

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

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

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

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

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

          (E) the removal of the Indenture Trustee.

          (ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments
to the Noteholders under the Related Agreements, (y) sell the Trust Estate
pursuant to Section 5.04 of the Indenture or (z) take any other action that
the Issuer directs the Administrator not to take on its behalf.

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

     3. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $_______ per
month which shall be solely an obligation of the Depositor.

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

     5. Independence of Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to
the supervision of the Issuer or the Owner Trustee with respect to the manner
in which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Issuer, the


                                      7
<PAGE>

Administrator shall have no authority to act for or represent the Issuer or
the Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.

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

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

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

     (b) Subject to Section 8(e), the Administrator may resign its duties
hereunder by providing the Issuer with at least 60 days' prior written notice.

     (c) Subject to Section 8(e), the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days' prior
written notice.

     (d) Subject to Section 8(e), at the sole option of the Issuer, the
Administrator may be removed immediately upon written notice of termination
from the Issuer to the Administrator if any of the following events shall
occur:

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

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

          (iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary
case under any such law, shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official for
the Administrator or any substantial part of its property, shall consent to
the taking of possession by


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<PAGE>

any such official of any substantial part of its property, shall make any
general assignment for the benefit of creditors or shall fail generally to pay
its debts as they become due.

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

     (e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder.

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

     (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that
upon the appointment of a Successor Servicer pursuant to the Sale and
Servicing Agreement, the Administrator shall immediately resign and such
Successor Servicer shall automatically become the Administrator under this
Agreement.

     9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or
the resignation or removal of the Administrator pursuant to Section 8(b) or
(c), respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 8(a) deliver to the Issuer all property and
documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 8(b) or (c), respectively, the Administrator shall
cooperate with the Issuer and take all reasonable steps requested to assist
the Issuer in making an orderly transfer of the duties of the Administrator.

     10. Assessment and Attestation Requirements. The Administrator agrees to
provide, at the Depositor's direction (i) reports on assessments of compliance
with applicable servicing criteria mutually agreed upon by the Administrator
and the Depositor and (ii) attestation reports on assessments of compliance
with such servicing criteria prepared by an independent public accountant
sufficient for the Issuer and the Depositor to satisfy their obligations under
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

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

     (a)  if to the Issuer or the Owner Trustee, to:

          [___________________] Trust 200_-_
          c/o _____________________
          _________________________
          _________________________
          Attention:  ________________________


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<PAGE>

     (b)  if to the Administrator, to:
          _________________________
          _________________________
          _________________________
          Attention:  ________________________

(c) if to the Indenture Trustee, to:

          _________________________
          _________________________
          _________________________
          Attention:  ________________________

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

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

     13. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder
in the same manner as the Administrator is bound hereunder. Notwithstanding
the foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a


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<PAGE>

successor (by merger, consolidation or purchase of assets) to the
Administrator; provided that such successor organization executes and delivers
to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in
which such corporation or other organization agrees to be bound hereunder by
the terms of said assignment in the same manner as the Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors
or assigns of the parties hereto.

     14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, 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.

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

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

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

     18. Not Applicable to the Administrator in Other Capacities. Nothing in
this Agreement shall affect any obligation ________________ may have in any
other capacity.

     19. Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by ___________________ not in its individual capacity but
solely in its capacity as Owner Trustee of the Issuer and in no event shall
_____________________ in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.

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


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<PAGE>

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

                                 * * * * * * *



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<PAGE>

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

                                           [_________________] TRUST 200_-_



                                           By:  _________________________,
                                                not in its individual capacity
                                                but solely as Owner Trustee on
                                                behalf of the Trust



                                           By: _____________________________
                                              Name: ________________________
                                              Title: _______________________

                                           [_____________________________],
                                           not in its individual capacity
                                           but solely as Indenture Trustee



                                           By: _____________________________
                                              Name: ________________________
                                              Title: _______________________

                                           [_____________________________]
                                           as Administrator



                                           By: _____________________________
                                              Name: ________________________
                                              Title: _______________________

Acknowledged and Agreed to:

ML Asset Backed Corporation,
   as Depositor


By: _____________________________
   Name: ________________________
   Title: _______________________



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<PAGE>

                                                                     EXHIBIT A

                               POWER OF ATTORNEY



STATE OF __________        }
                           }
COUNTY OF _________        }

     KNOW ALL MEN BY THESE PRESENTS, that ___________________________________,
a ______________ banking corporation, not in its individual capacity but
solely as owner trustee (the "Owner Trustee") for [_____________] Trust
200_-__ (the "Trust"), does hereby make, constitute and appoint
____________________, as administrator under the Administration Agreement
dated ______________ (the "Administration Agreement"), among the Trust, the
Administrator and ___________________________________________, as Indenture
Trustee, as the same may be amended from time to time, and its agents and
attorneys, as Attorneys-in-Fact to execute on behalf of the Owner Trustee or
the Trust all such documents, reports, filings, instruments, certificates and
opinions as it should be the duty of the Owner Trustee or the Trust to
prepare, file or deliver pursuant to the Basic Documents, or pursuant to
Section 5.05(a), (b), (c) or (d) of the Trust Agreement, including, without
limitation, to appear for and represent the Owner Trustee and the Trust in
connection with the preparation, filing and audit of federal, state and local
tax returns pertaining to the Trust, and with full power to perform any and
all acts associated with such returns and audits that the Owner Trustee could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to audits,
initiate and defend litigation, and to execute waivers of restrictions on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements.

     All powers of attorney for this purpose heretofore filed or executed by
the Owner Trustee are hereby revoked.

     Capitalized terms that are used and not otherwise defined herein shall
have the meanings ascribed thereto in the Administration Agreement.

     EXECUTED this ___ of _____________, 200_.

                                           [_______________________________],
                                           not in its individual capacity but
                                           solely as Owner Trustee

                                           ____________________________
                                           Name:
                                           Title:



                                      14
<PAGE>

STATE OF ___________       }
                           }
COUNTY OF _________        }

     Before me, the undersigned authority, on this day personally appeared ,
known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he/she signed the same for the
purposes and considerations therein expressed.

Sworn to before me this ___
day of _______, 200__.

______________________________________

Notary Public - State of _______________




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