EXHIBIT 10.3






                         RECEIVABLES PURCHASE AGREEMENT

                                     between

                              [                 ],

                                    as Seller

                                       and

                          ML ASSET BACKED CORPORATION,

                                  as Purchaser

                          Dated as of [______], 200[_]






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                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.  DEFINITIONS................................................................1


2.  CONVEYANCE OF THE RECEIVABLES..............................................2


3.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER............................3


4.  REPRESENTATIONS AND WARRANTIES OF THE SELLER...............................4


5.  CONDITIONS TO OBLIGATION OF THE PURCHASER..................................9


6.  CONDITIONS TO OBLIGATION OF THE SELLER....................................10


7.  COVENANTS OF THE SELLER...................................................10


8.  INDEMNIFICATION...........................................................11


[9.  CONTRIBUTION.............................................................13


10.  TRANSFER TO THE ISSUER...................................................14


11.  SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS..............................14


12.  AMENDMENT................................................................14


13.  NOTICES..................................................................15


14.  SUCCESSORS AND ASSIGNS...................................................15


15.  COUNTERPARTS.............................................................15


16.  APPLICABLE LAW...........................................................15


            EXHIBIT A........................................................A-1

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      This RECEIVABLES PURCHASE AGREEMENT (this "Agreement"), dated as of
[____], 200[_], between [_______________________], a [_________________] (the
"Seller"), and ML ASSET BACKED CORPORATION, a Delaware corporation (the
"Purchaser").

                             PRELIMINARY STATEMENT

      Subject to the terms and conditions of this Agreement, the Seller is
selling those Receivables identified on Exhibit A to the Purchaser.

      The Purchaser will transfer the Receivables to [_________________] Trust
200[_]-[_], a Delaware statutory trust (the "Issuer") pursuant to a sale and
servicing agreement dated as of [_____________], 200[_] (the "Sale and Servicing
Agreement"), among the Issuer, the Purchaser, as Depositor, and
[____________________], as [master] servicer (in such capacity, the "[Master]
Servicer").

      For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

      1. Definitions.

      For all purposes of this Agreement, the following terms shall have the
meanings set forth below:

      "Cut-off Date" means the close of business on [_____________], 200[_].

      "Dealer" means the dealer, if any, who sold a Financed Vehicle and who
originated and assigned the respective Receivable to any Receivables Servicer
under an existing agreement between such dealer and the Receivables Servicer.

      "Dealer Recourse" means, with respect to a Receivable originated by a
Dealer, any and all recourse rights relating to misrepresentation or fraud
against the Dealer and any successor Dealer.

      "Financed Vehicle" means a new or used automobile, light-duty truck, sport
utility vehicle or motorcycle together with all accessions thereto, securing an
Obligor's indebtedness under the respective Receivable.

      "Liquidated Receivable" means (i) any Receivable that, by its terms, is in
default and as to which the Receivables Servicer has determined, in accordance
with its customary servicing procedures, that eventual payment in full is
unlikely or has repossessed and disposed of the Financed Vehicle, and (ii) any
Receivable with respect to which the related Obligor has become a debtor in a
bankruptcy proceeding.

      "Liquidation Proceeds" means, with respect to any Liquidated Receivable
and any determination date, amounts collected from whatever source on such
Liquidated Receivable, net of the sum of any amounts expended by the Receivables
Servicer pursuant to its customary standards, polices and procedures for the
account of the Obligor plus any amounts required by law to be remitted to the
Obligor.

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      "Obligor" means the purchaser or co-purchasers of the Financed Vehicle or
any other Person who owes payments under a Receivable (not including any Dealer
in respect of Dealer Recourse).

      "Person" means any individual, corporation, estate, partnership, joint
venture, limited liability company, association, joint stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof.

      "Receivable" means a receivable listed on the schedule of receivables
attached as Exhibit A hereto (the "Schedule of Receivables") and any amendments,
modifications or supplements to such retail installment sale contract. The term
"Receivable" does not include any Repurchased Receivable.

      Capitalized terms used and not otherwise defined herein (including the
Preliminary Statement) shall have the meanings assigned thereto in Appendix A to
the Sale and Servicing Agreement.

      2. Conveyance of the Receivables.

      In consideration of the Purchaser's payment to the Seller of
$[_____________] (the "Purchase Price"), the Seller does hereby irrevocably
sell, transfer, assign and otherwise convey to the Purchaser, without recourse
(subject to the obligations herein) all of the Seller's right, title and
interest in, to and under the following property whether now owned or existing
or hereafter acquired or arising (collectively, the "Purchased Property"):

            (i) the Receivables;

            (ii) monies received thereunder on or after the Cut-off Date;

            (iii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Seller in the
Financed Vehicles and in any other property securing a Receivable;

            (iv) rights to receive proceeds with respect to the Receivables from
claims on any insurance policies covering Financed Vehicles or Obligors or from
rebates of premiums and other amounts relating to insurance policies and other
items financed under the Receivables;

            (v) Dealer Recourse, if any;

            (vi) the Receivables Files;

            (vii) all Liquidation Proceeds collected from whatever source on a
Liquidated Receivable; and

            (viii) all proceeds of any and every kind delivered with respect to,
or derived from the foregoing and any and all other forms of obligations and
receivables, instruments and other property that at any time constitute all or
part of or are included in the proceeds of any of the foregoing and all rights
to enforce the foregoing.

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      The sale, transfer, assignment and conveyance made hereunder shall not
constitute and is not intended to result in an assumption by the Purchaser of
any obligation of the Seller to the Obligors or any other Person in connection
with the Purchased Property or any agreement, document or instrument related
thereto. The Seller and the Purchaser intend that the sale, transfer, assignment
and conveyance of the Purchased Property and other rights and property pursuant
to this Section 2 shall be a sale and not a secured borrowing. However, in the
event that such transfer is deemed to be a transfer for security, the Seller
hereby grants to the Purchaser a first priority security interest in all of the
Seller's right, title and interest in, to and under the Purchased Property
whether now owned or existing or hereafter acquired or arising and all proceeds
thereof (including, without limitation, "proceeds" as defined in the Uniform
Commercial Code as in effect from time to time in the State of New York) and all
other rights and property transferred hereunder to secure a loan in an amount
equal to the Purchase Price, and in such event, this Agreement shall constitute
a security agreement under applicable law. The Seller hereby authorizes the
Purchaser or its agents to file such financing statements and continuation
statements as the Purchaser may deem advisable in connection with the security
interest granted by the Seller pursuant to the preceding sentence.

      3. Representations and Warranties of the Purchaser.

      The Purchaser hereby represents and warrants as follows to the Seller as
of the date hereof and the Closing Date:

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

            (b) Due Qualification. The Purchaser is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions where the failure to do so
would materially and adversely affect the Purchaser's ability to acquire the
Receivables or the other Purchased Property or the validity or enforceability of
the Receivables or the other Purchased Property.

            (c) Power and Authority. The Purchaser has all corporate power and
authority to execute, deliver and perform this Agreement and the other Basic
Documents to which it is a party and to carry out their respective terms.

            (d) Binding Obligation. This Agreement and the other Basic Documents
to which the Purchaser is a party, when duly executed and delivered by the other
parties hereto and thereto, shall constitute legal, valid and binding
obligations of the Purchaser, enforceable against the Purchaser in accordance
with their respective terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization or similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and to general
principles of equity (whether applied in a proceeding at law or in equity).

            (e) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of

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any of the terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, the certificate of incorporation or the
by-laws of the Purchaser, or any indenture, agreement or other instrument to
which the Purchaser is a party or by which it is bound, or violate any law,
rules or regulation applicable to the Purchaser of any court or federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Purchaser.

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

            (g) No Consents. The Purchaser is not required to obtain the consent
of any other party or any consent, approval, registration, authorization, or
declaration of or with any governmental authority, bureau or agency in
connection with the execution, delivery, performance, validity, or
enforceability of this Agreement or any other Basic Document to which it is a
party that has not already been obtained.

      4. Representations and Warranties of the Seller.

            (a) The Seller hereby represents and warrants as follows to the
Purchaser as of the date hereof and as of the Closing Date:

                  (i) Organization and Good Standing. The Seller is a [ ] duly
            organized and validly existing under the laws of [the State of ] and
            continues to hold a valid certificate to do business as such, and
            has the power to own its assets and to transact the business in
            which it is currently engaged. The Seller is duly authorized to
            transact business and has obtained all necessary licenses and
            approvals, and is in good standing in each jurisdiction in which the
            character of the business transacted by it or any properties owned
            or leased by it requires such authorization.

                  (ii) Power and Authority. The Seller has the power and
            authority to make, execute, deliver and perform this Agreement and
            all of the transactions contemplated under this Agreement and the
            other Basic Documents to which the Seller is a party, and has taken
            all necessary action to authorize the execution, delivery and
            performance of this Agreement and the other Basic Documents to which
            the Seller is a party. When executed and delivered, this Agreement
            and the other Basic Documents to which the Seller is a party will
            constitute legal, valid and binding obligations of the Seller
            enforceable in accordance with their respective terms, except as
            enforcement of such terms may be limited by bankruptcy, insolvency
            or similar laws affecting the enforcement of creditors' rights
            generally and by the availability of equitable remedies.

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                  (iii) No Violation. The execution, delivery and performance by
            the Seller of this Agreement and the other Basic Documents to which
            the Seller is a party will not violate any provision of any existing
            state, federal or, to the best knowledge of the Seller, local law or
            regulation or any order or decree of any court applicable to the
            Seller or any provision of the articles of association or
            incorporation or the bylaws of the Seller, or constitute a breach of
            any mortgage, indenture, contract or other agreement to which the
            Seller is a party or by which the Seller may be bound or result in
            the creation or imposition of any lien upon any of the Seller's
            properties pursuant to any such mortgage, indenture, contract or
            other agreement (other than this Agreement).

                  (iv) No Proceedings. There are no proceedings or
            investigations pending or, to the Seller's knowledge, threatened
            against the Seller before any court, regulatory body, administrative
            agency or other governmental instrumentality having jurisdiction
            over the Seller or its properties (i) asserting the invalidity of
            this Agreement or any other Basic Document to which the Seller is a
            party, (ii) seeking to prevent the consummation of any of the
            transactions contemplated by this Agreement or any other Basic
            Document to which the Seller is a party or (iii) seeking any
            determination or ruling that might materially and adversely affect
            the performance by the Seller of its obligations under, or the
            validity or enforceability of, this Agreement or any other Basic
            Document to which the Seller is a party.

                  (v) Chief Executive Office. The chief executive office of the
            Seller is located at [ ].

                  (vi) No Consents. The Seller is not required to obtain the
            consent of any other party or any consent, license, approval,
            registration, authorization, or declaration of or with any
            governmental authority, bureau or agency in connection with the
            execution, delivery, performance, validity, or enforceability of
            this Agreement or any other Basic Document to which it is a party
            that has not already been obtained.

                  (vii) No Notice. The Seller represents and warrants that it
            acquired title to the Receivables and the other Purchased Property
            in good faith, without notice of any adverse claim.

                  (viii) Bulk Transfer. The Seller represents and warrants that
            the transfer, assignment and conveyance of the Receivables and the
            other Purchased Property by the Seller pursuant to this Agreement
            are not subject to the bulk transfer laws or any similar statutory
            provisions in effect in any applicable jurisdiction.

                  (ix) Seller Information. No certificate of an officer,
            statement or document furnished in writing or report delivered
            pursuant to the terms hereof by the Seller contains any untrue
            statement of a material fact or omits to state any material fact
            necessary to make the certificate, statement, document or report not
            misleading.

                  (x) Ordinary Course. The transactions contemplated by this
            Agreement and the other Basic Documents to which the Seller is a
            party are in the ordinary course of the Seller's business.

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                  (xi) Solvency. The Seller is not insolvent, nor will the
            Seller be made insolvent by the transfer of the Purchased Property,
            nor does the Seller anticipate any pending insolvency.

                  (xii) Legal Compliance. The Seller is not in violation of, and
            the execution and delivery by the Seller of this Agreement and the
            other Basic Documents to which the Seller is a party and its
            performance and compliance with the terms of this Agreement and the
            other Basic Documents to which the Seller is a party will not
            constitute a violation with respect to, any order or decree of any
            court or any order or regulation of any federal, state, municipal or
            governmental agency having jurisdiction, which violation would
            materially and adversely affect the Seller's condition (financial or
            otherwise) or operations or any of the Seller's properties or
            materially and adversely affect the performance of any of its duties
            under the Basic Documents.

                  (xiii) Creditors. The Seller did not sell the Receivables or
            the other Purchased Property to the Purchaser with any intent to
            hinder, delay or defraud any of its creditors.

            (b) The Seller makes the following representations and warranties
with respect to the Receivables, on which the Purchaser relies in accepting the
Receivables and in transferring the Receivables to the Issuer under the Sale and
Servicing Agreement, and on which the Issuer relies in pledging the same to the
Indenture Trustee. Such representations and warranties speak as of the execution
and delivery of this Agreement and as of the Closing Date, but shall survive the
sale, transfer and assignment of the Receivables to the Purchaser, the
[concurrent] [subsequent] sale, transfer and assignment of the Receivables by
the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the
pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the
Indenture.

                  (i) Characteristics of Receivables. Each Receivable (A) was
            originated in the United States of America by a Dealer for the
            retail sale of a Financed Vehicle in the ordinary course of such
            Dealer's business, was fully and properly executed by the parties
            thereto, was purchased by the Seller from such Dealer under an
            existing dealer agreement, (B) has created or shall create a valid,
            subsisting and enforceable first priority security interest in favor
            of the Seller and is assignable by the Seller to the Issuer and by
            the Issuer to the Indenture Trustee, (C) contains customary and
            enforceable provisions such that the rights and remedies of the
            holder thereof are adequate for realization against the collateral
            of the benefits of the security, and (D) generally provides for
            level monthly payments (provided, that the payment in the first or
            -------- last month in the life of the Receivable may be minimally
            different from the level payments). No Receivable conveyed to the
            Issuer on the Closing Date has forced-placed physical damage
            insurance.

                  (ii) Schedule of Receivables. The information set forth in
            Schedule A to this Agreement is true and correct in all material
            respects as of the opening of business on the applicable Cut-off
            Date, and no selection procedures believed to be adverse to the
            Purchaser or the Trust were utilized in selecting the Receivables.
            The computer tape or other listing regarding the Receivables made
            available to the Purchaser and its assigns

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            (which computer tape or other listing is required to be delivered as
            specified herein) is true and correct in all respects.

                  (iii) Compliance with Law. Each Receivable and the sale of the
            Financed Vehicle complied at the time it was originated or made and,
            at the execution of this Agreement, complies in all material
            respects with all requirements of applicable federal, state and
            local laws and regulations thereunder, including usury laws, the
            federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the
            Fair Credit Reporting Act, the Fair Debt Collection Practices Act,
            the Federal Trade Commission Act, the Magnuson-Moss Warranty Act,
            the Federal Reserve Board's Regulations B and Z, the Texas Consumer
            Credit Code and State adaptations of the National Consumer Act and
            of the Uniform Consumer Credit Code, and other consumer credit laws
            and equal credit opportunity and disclosure laws.

                  (iv) Binding Obligation. Each Receivable represents the
            genuine, legal, valid and binding payment obligation in writing of
            the Obligor, enforceable by the holder thereof in accordance with
            its terms.

                  (v) No Government Obligor. None of the Receivables is due from
            the United States of America or any State or from any agency,
            department or instrumentality of the United States of America or any
            State.

                  (vi) Security Interest in Financed Vehicle. Immediately prior
            to the sale, assignment and transfer thereof, each Receivable shall
            be secured by a validly perfected first security interest in the
            Financed Vehicle in favor of the Seller as secured party or all
            necessary and appropriate actions have been commenced that would
            result in the valid perfection of a first security interest in the
            Financed Vehicle in favor of the Seller as secured party.

                  (vii) Receivables in Force. No Receivable has been satisfied,
            subordinated or rescinded, nor has any Financed Vehicle been
            released from the lien granted by the related Receivable in whole or
            in part.

                  (viii) No Amendments. No Receivable has been amended such that
            the amount of the Obligor's scheduled payments has been increased.

                  (ix) No Waiver. No provision of a Receivable has been waived.

                  (x) No Defenses. No right of rescission, setoff, counterclaim
            or defense has been asserted or threatened with respect to any
            Receivable.

                  (xi) No Liens. To the best of the Seller's knowledge, no liens
            or claims have been filed for work, labor or materials relating to a
            Financed Vehicle that are liens prior to, or equal to or coordinate
            with, the security interest in the Financed Vehicle granted by any
            Receivable.

                  (xii) No Default. No Receivable has a payment that is more
            than [ ] days overdue as of the related Cut-off Date, and, except as
            permitted in this

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            paragraph, no default, breach, violation or event permitting
            acceleration under the terms of any Receivable has occurred; and no
            continuing condition that with notice or the lapse of time would
            constitute a default, breach, violation or event permitting
            acceleration under the terms of any Receivable has arisen; and the
            Seller has not waived and shall not waive any of the foregoing.

                  (xiii) Insurance. The Seller, in accordance with its customary
            procedures, has determined that, at the origination of the
            Receivable, the Obligor had obtained physical damage insurance
            covering the Financed Vehicle and under the terms of the Receivable
            the Obligor is required to maintain such insurance.

                  (xiv) Title. It is the intention of the Seller that the
            transfer and assignment herein contemplated constitute a sale of the
            Receivables from the Seller to the Purchaser and that the beneficial
            interest in and title to the Receivables not be part of the debtor's
            estate in the event of the filing of a bankruptcy petition by or
            against the Seller under any bankruptcy law. No Receivable has been
            sold, transferred, assigned or pledged by the Seller to any Person
            other than the Purchaser. Immediately prior to the transfer and
            assignment herein contemplated, the Seller had good and marketable
            title to each Receivable free and clear of all Liens, encumbrances,
            security interests and rights of others and, immediately upon the
            transfer thereof, the Purchaser shall have good and marketable title
            to each Receivable, free and clear of all Liens, encumbrances,
            security interests and rights of others; and the transfer has been
            perfected under the UCC.

                  (xv) Lawful Assignment. No Receivable has been originated in,
            or is subject to the laws of, any jurisdiction under which the sale,
            transfer and assignment of such Receivable or any Receivable under
            this Agreement, the Sale and Servicing Agreement or the Indenture is
            unlawful, void or voidable.

                  (xvi) All Filings Made. All filings (including UCC filings)
            necessary in any jurisdiction to give the Issuer a first perfected
            ownership interest in the Receivables, and to give the Indenture
            Trustee a first perfected security interest therein, shall have been
            made.

                  (xvii) One Original. There is only one original executed copy
            of each Receivable.

                  (xviii) Maturity of Receivables. Each Receivable has a final
            maturity date before [ ].

                  (xix) Scheduled Payments. (A) Each Receivable has a first
            scheduled due date on or prior to the end of the month following the
            related Cut-off Date and (B) no Receivable has a payment that is
            more than 30 days overdue as of the related Cut-off Date, and has a
            final scheduled payment date no later than [ ] [the Final Scheduled
            Payment Date].

                  (xx) Remaining Maturity. The latest scheduled maturity of any
            Receivable shall be no later than [ ] [the Final Scheduled Payment
            Date].

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                  (xxi) Outstanding Principal Balance. Each Receivable has an
            outstanding principal balance of at least $[1,000.00].

                  (xxii) No Bankruptcies. No Obligor on any Receivable as of the
            related Cut-off Date was noted in the related Receivable File as the
            subject of a bankruptcy proceeding.

                  (xxiii) No Repossessions. No Financed Vehicle securing any
            Receivable is in repossession status.

                  (xxiv) Chattel Paper. Each Receivable constitutes "tangible
            chattel paper" as defined in the UCC.

      5. Conditions to Obligation of the Purchaser.

      The obligation of the Purchaser to purchase the Receivables is subject to
the satisfaction of the following conditions:

            (a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct in all material
respects on the Closing Date with the same effect as if then made, and the
Seller shall have performed all obligations to be performed by it hereunder on
or prior to the Closing Date.

            (b) Computer Files Marked. The Seller shall, at its own expense, on
or prior to the Closing Date, indicate in its computer files that the
Receivables have been sold to the Purchaser pursuant to this Agreement and
deliver to the Purchaser the Schedule of Receivables, certified by the Seller's
President, Vice President or Treasurer to be true, correct and complete.

            (c) Documents to be Delivered by the Seller on the Closing Date:

                  (i) Evidence of UCC Filing. On or prior to the Closing Date,
            the Seller shall record and file, at its own expense, a UCC-1
            financing statement in the State of [___] naming the Seller, as
            seller/debtor, and naming the Purchaser, as buyer/secured party,
            describing the Receivables and the other assets assigned to the
            Purchaser pursuant to Section 2, meeting the requirements of the
            laws of such jurisdiction and in such manner as is necessary to
            perfect the sale, transfer, assignment and conveyance of the
            Receivables and such other assets to the Purchaser. The Seller shall
            deliver to the Purchaser a file-stamped copy or other evidence
            satisfactory to the Purchaser of such filing on or prior to the
            Closing Date. In the event that the Seller fails to perform its
            obligations under this clause (i), the Purchaser may perform, or
            cause to be performed, such obligations, at the Seller's expense.

                  (ii) Opinions of Seller's Counsel. On or prior to the Closing
            Date, the Purchaser shall have received the opinions of counsel to
            the Seller, in form and substance satisfactory to the Purchaser, as
            to the matters the Purchaser has heretofore requested or may
            reasonably request.

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                  (iii) Other Documents. Such other documents as the Purchaser
            may reasonably request.

            (d) Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement, the Indenture and the Trust Agreement to be consummated
on the Closing Date shall be consummated on such date.

      6. Conditions to Obligation of the Seller.

      The obligation of the Seller to sell the Receivables to the Purchaser is
subject to the satisfaction of the following conditions:

            (a) Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct on the Closing
Date with the same effect as if then made, and the Purchaser shall have
performed all obligations to be performed by it hereunder on or prior to the
Closing Date.

            (b) Receivables Purchase Price. On the Closing Date, the Purchaser
shall have delivered to the Seller the Purchase Price specified in Section 2
hereof.

      7. Covenants of the Seller.

      The Seller agrees with the Purchaser as follows:

            (a) Filings. The Seller shall cause at its own expense all financing
statements and continuation statements and any other necessary documents
covering the right, title and interest of the Seller, the Purchaser, the Trust
and the Indenture Trustee, respectively, in and to the Receivables and the other
property included in the Trust Estate to be promptly filed and at all times to
be kept recorded, registered and filed, all in such manner and in such places as
may be required by law fully to preserve and protect the right, title and
interest of the Purchaser hereunder, the Trust under the Sale and Servicing
Agreement and the Indenture Trustee under the Indenture in and to the
Receivables and the other property included in the Trust Estate. The Seller
shall deliver to the Purchaser and the Indenture Trustee file stamped copies of,
or filing receipts for, any document recorded, registered or filed as provided
above, as soon as available following such recordation, registration or filing.
The Purchaser shall cooperate fully with the Seller in connection with the
obligations set forth above and will execute any and all documents reasonably
required to fulfill the intent of this paragraph.

            (b) Name Change. If the Seller makes any change in its name,
identity or corporate structure that would make any financing statement or
continuation statement filed in accordance with paragraph (a) above seriously
misleading within the applicable provisions of the UCC or any title statute or
if the Seller changes the jurisdiction under whose laws it is formed, the Seller
shall give the Purchaser, the Indenture Trustee and the Owner Trustee written
notice thereof at least 45 days prior to such change and shall promptly file
such financing statements or amendments as may be necessary to continue the
perfection of the Purchaser's interest in the property conveyed pursuant to
Section 2. In the event that the Seller fails to perform its obligations under
this subsection (b), the Purchaser may perform, or cause to be performed, such
obligations, at the Seller's expense.

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            (c) Other Liens or Interests. Except for the conveyances hereunder
and pursuant to the Basic Documents, the Seller shall not sell, pledge, assign
or transfer to any Person, or grant, create, incur, assume, or suffer to exist
any Lien on, or any interest in, to or under the Receivables, and the Seller
shall defend the right, title and interest of the Purchaser, the Trust and the
Indenture Trustee in, to and under the Receivables against all claims of third
parties claiming through or under the Seller.

            (d) Costs and Expenses. The Seller agrees to pay all reasonable
costs and disbursements in connection with the perfection, as against all third
parties claiming through or under the Seller, of the Purchaser's, the Issuer's
and the Indenture Trustee's right, title and interest in and to the Receivables
and the other property included in the Trust Estate.

            (e) Hold Harmless. The Seller shall protect, defend, indemnify and
hold the Purchaser, the Issuer and their respective assigns and their employees,
officers, directors and agents harmless from and against all losses,
liabilities, claims and damages of every kind and character, including any legal
or other expenses reasonably incurred, as incurred, resulting from or relating
to or arising out of (i) the inaccuracy, nonfulfillment or breach of any
representation, warranty, covenant or agreement made by the Seller in this
Agreement, (ii) any legal action, including, without limitation, any
counterclaim, that has either been settled by the litigants or has proceeded to
judgment by a court of competent jurisdiction, in either case to the extent it
is based upon alleged facts that, if true, would constitute a breach of any
representation, warranty, covenant or agreement made by the Seller in this
Agreement, (iii) any actions or omissions of the Seller occurring prior to the
Closing Date with respect to any of the Receivables or Financed Vehicles or (iv)
any failure of a Receivable to be originated in compliance with all applicable
requirements of law. These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.

            (f) Repurchase Events. The Seller hereby covenants and agrees with
the Purchaser for the benefit of the Purchaser, the Indenture Trustee, the
Issuer, the Owner Trustee, the Certificateholders and the Noteholders that the
occurrence of a breach of any of the Seller's representations and warranties
contained in Section 4(b) that materially and adversely affects the interests of
the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or
the Noteholders in any Receivable, without regard to any limitation set forth in
such representation or warranty concerning the knowledge of the Seller as to the
facts stated therein, shall constitute an event obligating the Seller to
repurchase the Receivables to which such failure or breach is applicable (each,
a "Repurchase Event"), at the Purchase Amount, from the Purchaser, unless any
such failure or breach shall have been cured by the last day of the first
Collection Period commencing after the discovery or notice thereof by or to the
Seller or the Servicer.

      8. Indemnification.

            (a) [The Seller agrees to indemnify and hold harmless the Purchaser,
each of its respective directors, each officer of the Purchaser who signed the
Registration Statement, and each person or entity who controls the Purchaser or
any such person, within the meaning of Section 15 of the Securities Act, against
any and all losses, claims, damages or liabilities, joint and several, to which
the Purchaser, or any such person or entity may become subject, under the
Securities Act or otherwise, and will reimburse the Purchaser, and each such
controlling person

                                       11
<PAGE>

for any legal or other expenses reasonably incurred by the Purchaser or such
controlling person in connection with investigating or defending any such loss,
claims, damages or liabilities insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact made by the
Seller contained in the Prospectus Supplement or any amendment or supplement to
the Prospectus Supplement or the omission or the alleged omission to state
therein a material fact necessary in order to make the statements in the
Prospectus Supplement or any amendment or supplement to the Prospectus
Supplement, in the light of the circumstance under which they were made, not
misleading, but, in each case, only to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission relates to the
information contained in the Prospectus Supplement under the captions: [ ]; and
in the Base Prospectus under the caption [ ] (such information, the "Seller
Information"). This indemnity agreement will be in addition to any liability
which the Seller may otherwise have to the Purchaser or any affiliate thereof
pursuant to this Agreement or otherwise.]

            [(b) The Purchaser agrees to indemnify and hold harmless the Seller
and each Person who controls the Seller within the meaning of Section 15 of the
Securities Act against any and all losses, claims, damages or liabilities, joint
and several, to which the Seller, or any such person or entity may become
subject, under the Securities Act or otherwise, and will reimburse the Seller
and each such controlling Person for any legal or other expenses reasonably
incurred by the Seller or such controlling Person in connection with
investigating or defending any such losses, claims, damages or liabilities
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of material fact contained in the Registration Statement or any
amendment or supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading or (ii) any untrue statement or alleged untrue
statement of any material fact contained in the Prospectus Supplement or the
Prospectus or any amendment or supplement to the Prospectus Supplement or the
Prospectus or the omission or the alleged omission to state therein a material
fact necessary in order to make the statements in the Prospectus Supplement or
the Prospectus or any amendment or supplement to the Prospectus Supplement, in
the light of the circumstances under which they were made, not misleading, but
only to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission relates to the information contained in the
Prospectus Supplement or the Prospectus other than the Seller Information. This
indemnity agreement will be in addition to any liability which the Purchaser may
otherwise have.]

            [(c) Promptly after receipt by any indemnified party under this
Section 8 of notice of any claim or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure; provided, further, that the failure
to notify any indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under this Section 8.]

                                       12
<PAGE>

      [If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation.]

      [Any indemnified party shall have the right to employ separate counsel in
any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
appropriate for such indemnified party to employ separate counsel; or (iii) the
indemnifying party has failed to assume the defense of such action and employ
counsel reasonably satisfactory to the indemnified party, in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to local counsel) at any time for all such indemnified parties, which
firm shall be designated in writing by the Purchaser, if the indemnified parties
under this Section 8 consist of the Purchaser, or by the Seller, if the
indemnified parties under this Section 8 consist of the Seller.]

      [Each indemnified party, as a condition of the indemnity agreements
contained in Section 8(a) and (b), shall use its commercially reasonable efforts
to cooperate with the indemnifying party in the defense of any such action or
claim. An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.]

      [9. Contribution.

      In order to provide for just and equitable contribution in circumstances
in which the indemnity agreement provided for in this Section 9 is for any
reason held to be unenforceable although applicable in accordance with its
terms, the Seller, on the one hand, and the Purchaser, on the other, shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by the Seller and
the Purchaser

                                       13
<PAGE>

[in such proportions as shall be appropriate to reflect the relative benefits
received by the Seller on the one hand and the Purchaser on the other from the
sale of the Receivables such that the Purchaser is responsible for that portion
represented by the underwriting discount set forth on the cover page of the
Prospectus Supplement, and the Seller shall be responsible for the balance] [in
such proportions as shall be appropriate to reflect the relative fault on the
part of the Seller on the one hand and the Purchaser on the other]; provided,
however, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each Person, if any, who
controls the Purchaser within the meaning of Section 15 of the Securities Act
shall have the same rights to contribution as the Purchaser and each Person, if
any, who controls the Seller within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as the Seller. Notwithstanding
anything in this Section 9 to the contrary, the Purchaser shall not be required
to contribute an amount in excess of the amount of the underwriting discount
appearing on the cover page of the Prospectus Supplement.]

      10. Transfer to the Issuer.

      The Seller acknowledges and agrees that (1) the Depositor will, pursuant
to the Sale and Servicing Agreement, transfer and assign the Receivables and
assign its rights under this Agreement with respect thereto to the Issuer and,
pursuant to the Indenture, the Issuer will pledge the Receivables to the
Indenture Trustee, and (2) the representations and warranties contained in this
Agreement and the rights of the Depositor under this Agreement, including under
Section 7(f), are intended to benefit the Issuer, the Indenture Trustee, the
Noteholders and the Certificateholder. The Seller hereby consents to such
transfers and assignments and agree that enforcement of a right or remedy
hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have
the same force and effect as if the right or remedy had been enforced or
executed by the Depositor.

      11. Survival of Representations and Obligations.

      The respective agreements, representations, warranties and other
statements of the Seller and the Purchaser set forth in or made pursuant to this
Agreement or contained in certificates of the Seller submitted pursuant hereto
shall remain operative and in full force and effect, regardless of any
investigation or statement as to the results thereof made by or on behalf of the
Purchaser or the Seller or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Purchased Property.

      12. Amendment.

      This Agreement may be amended from time to time, with prior written notice
to the Rating Agencies, but without the consent of the Noteholders or the
Certificateholders, by a written amendment duly executed and delivered by the
Seller and the Depositor, 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 Certificateholders;
provided that such amendment shall not, as evidenced by an Opinion of Counsel,
materially and adversely affect the interest of any Noteholder or
Certificateholder; provided, further, that such

                                       14
<PAGE>

action shall be deemed not to adversely affect in any material respect the
interests of any Noteholder or Certificateholder and no Opinion of Counsel to
that effect shall be required if the person requesting the amendment obtains a
letter from the Rating Agencies stating that the amendment would not result in
the downgrading or withdrawal of the ratings of then assigned to the Notes and
the Certificates. This Agreement may also be amended by the Seller and the
Depositor, with prior written notice to the Rating Agencies and the prior
written consent of [Holders of Notes evidencing at least a majority of the
Outstanding Amount of the Class [ ] Notes, Holders of Class [ ] Notes evidencing
at least a majority of the Class [ ] Note Balance and Holders of Class [ ]
Certificates evidencing at least a majority of the Class [ ] Certificate Balance
(excluding, for purposes of this Section 12, Certificates held by the Seller or
any of its affiliates)], 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 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 Noteholders or Certificateholders or (ii) reduce the aforesaid
percentage of [the Class [ ] Notes, the Class [ ] Notes or the Class [ ]
Certificates] that is required to consent to any such amendment, without the
consent of the Holders of all the outstanding Notes and Certificates.

      13. Notices.

      All communications hereunder will be in writing and, if sent to the
Purchaser, will be mailed, delivered or telegraphed and confirmed to ML Asset
Backed Corporation, Four World Financial Center, North Tower - 10th Floor, New
York, New York 10800, Facsimile: (212) 449-9015, Attention: Ted Breck; and if
sent to the Seller, will be mailed, delivered or telegraphed, and confirmed to
it at [__________________________________________________________], facsimile:
[__________], Attention: [__________]. Any such notice will take effect at the
time of receipt.

      14. Successors and Assigns.

      This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns and their officers
and directors and controlling persons, and no other person will have any right
or obligations hereunder.

      15. Counterparts.

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Agreement.

      16. Applicable Law.

      THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS
THAT WOULD APPLY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND
THE
                                       15
<PAGE>

OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

                                       16
<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.

                                     [________________________], as Seller



                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                     ML ASSET BACKED CORPORATION, as Purchaser



                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:

<PAGE>

                                                                       EXHIBIT A

Information as to the Receivables as of [________], 200[_].


                                      A-1