efc8-1142_6660928ex991.htm

Appendix A

DEFINITIONS AND USAGE

The following rules of construction and usage shall be applicable to any agreement, instrument, certificate or document that is governed by this Appendix:

(a) All terms defined in this Appendix shall have the defined meanings when used in any agreement or instrument governed hereby and in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

(b) As used herein, in any agreement or instrument governed hereby and in any certificate or other document made or delivered pursuant thereto, accounting terms not defined in this Appendix or in any such agreement, instrument, certificate or other document, and accounting terms partly defined in this Appendix or in any such agreement, instrument, certificate or other document, to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of such agreement or instrument. To the extent that the definitions of accounting terms in this Appendix or in any such agreement, instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or in any such instrument, certificate or other document shall control.

The words “hereof,” “herein,” “hereunder” and words of similar import when used in an agreement or instrument refer to such agreement or instrument as a whole and not to any particular provision or subdivision thereof; references in an agreement or instrument to “Article,” “Section” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such agreement or instrument; and the term “including” and its variations shall be deemed to be followed by “without limitation.”

The definitions contained in this Appendix are equally applicable to both the singular and plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

Any agreement, instrument or statute defined or referred to below or in any agreement or instrument that is governed by this Appendix means such agreement or instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

Definitions

"1119 Party" shall mean any Person named as such in Exhibit C to the Sale and Servicing Agreement.

Appendix A-1

“Accrued Class A Note Interest” shall mean, with respect to any Payment Date, the sum of the Class A Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A Noteholders’ Interest Carryover Shortfall for such Payment Date.

“Accrued Class B Note Interest” shall mean, with respect to any Payment Date, the sum of the Class B Noteholders’ Monthly Accrued Interest for such Payment Date and the Class B Noteholders’ Interest Carryover Shortfall for such Payment Date.

“Accrued Class C Note Interest” shall mean, with respect to any Payment Date, the sum of the Class C Noteholders’ Monthly Accrued Interest for such Payment Date and the Class C Noteholders’ Interest Carryover Shortfall for such Payment Date.

“Act” shall have the meaning specified in Section 11.3(a) of the Indenture.

“Adjusted Principal Balance” shall mean, as of any date of determination and with respect to any Receivables, (i) if the interest rate per annum set forth in the Receivable is at least equal to the Minimum Required APR, the Principal Balance of such Receivable and (ii) if the interest rate per annum set forth in the Receivable is less than the Minimum Required APR, the present value of all remaining Scheduled Payments on such Receivable discounted from the due date on a monthly basis at the Minimum Required APR. The Adjusted Principal Balance for any Receivable shall be calculated by the Master Servicer by (1) calculating the number of remaining Scheduled Payments (rounded up to a whole number) using the Principal Balance as reported by the Receivables Servicer, the interest rate per annum specified in Schedule A to the Sale and Servicing Agreement and the amount of the Scheduled Payment specified in Schedule A to the Sale and Servicing Agreement, then (2) calculating a total payment amount for such Receivable using the total number of Scheduled Payments determined in clause (1) above, then (3) computing the present value of the total payment amount calculated in clause (2) using a discount rate of 7.75% per annum for the number of payments calculated in clause (1); for the avoidance of doubt, as of any date of determination commencing with the first day of the Collection Period following the Collection Period in which a Receivable becomes a Defaulted Receivable, the Adjusted Principal Balance of such Defaulted Receivable shall be zero.

“Administration Agreement” shall mean the Administration Agreement, dated as of June 30, 2008, among the Administrator, the Issuer and the Master Servicer, as amended.

“Administrator” shall mean Merrill Lynch Bank USA, a Utah industrial bank, and its successors.

“Administrator Fee” shall mean, with respect to a Collection Period, the fee payable to the Administrator for services rendered during such Collection Period for administrative duties, which shall be specified in Section 4 of the Administration Agreement.

“Administrator Fee Rate” shall mean 0.250%.

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership

Appendix A-2

of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Aggregate Principal Balance” shall mean $391,005,553.01, as of the Cut-off Date, and at all times thereafter, shall mean the Principal Balance of the Receivables in the aggregate as of the related date of determination.

“Aggregate Servicing Fee” shall mean the aggregate of the Receivables Servicer Servicing Fees and the Servicing Fees payable to the Receivables Servicers and the Master Servicer, respectively.

“Amount Financed” shall mean, with respect to a Receivable, the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and any related costs.

“Annual Percentage Rate” or “APR” of a Receivable shall mean the annual rate of finance charges stated in the Receivable.

“Applicable Tax State” shall mean, as of any date of determination, the State in which the Owner Trustee maintains its Corporate Trust Office.

“Authenticating Agent” shall have the meaning specified in Section 2.14 of the Indenture or 3.11 of the Trust Agreement, as applicable.

“Authorized Officer” shall mean, (i) with respect to the Issuer, any officer of the Administrator or any officer within the Corporate Trust Office of the Owner Trustee, including any vice president, assistant vice president, secretary, assistant secretary or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers; (ii) with respect to the Securities Administrator or the Owner Trustee, any officer within the Corporate Trust Office of the Securities Administrator or the Owner Trustee, as the case may be, including any vice president, assistant vice president, secretary, assistant secretary, trust officer or any other officer of the Securities Administrator or the Owner Trustee, as the case may be, customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; (iii) with respect to the Master Servicer, any designated servicing officer whose name and title has been provided to the Securities Administrator in writing as being an Authorized Officer for purposes of the Sale and Servicing Agreement and (iv) with respect to the Indenture Trustee, any Trustee Officer of the Indenture Trustee.

“Available Collections” shall mean, for any Payment Date, the sum of the following amounts with respect to the Collection Period preceding such Payment Date: (i) all payments collected on the Receivables (other than the portion of any Obligor payment related to the interest accrued on each Receivable up to its last scheduled payment date on or prior to June 30, 2008); (ii) all Liquidation Proceeds attributable to Receivables which were designated as Defaulted Receivables in the related Collection Period in accordance with the Receivables Servicer’s customary servicing procedures; (iii) all Recoveries; (iv) payments under physical damage and other insurance policies relating to the Obligors or the Financed Vehicles to the extent not released to the Receivables Servicer under the Receivables Servicing Agreement; (v)

Appendix A-3

the Purchase Amount received with respect to each Receivable that became a Purchased Receivable during such Collection Period; (vi) any Net Swap Receipt and any termination payment received from the Counterparties that is not used to enter into a replacement Interest Rate Swap Agreement pursuant to Section 3.20(b) of the Indenture; and (vii) partial prepayments of any refunded item included in the Principal Balance of a Receivable, such as extended warranty protection plan costs, or physical damage, credit life, disability insurance premiums, or any partial prepayment which causes a reduction in the Obligor’s periodic payment to an amount below the Scheduled Payment as of the Cut-off Date; provided, however, that in calculating the Available Collections the following will be excluded: (a) the Receivables Servicer Servicing Fee payable to the Receivables Servicer from Collections in respect of the respective Receivables serviced by it; (b) all payments and proceeds (including Liquidation Proceeds) of any Receivables the Purchase Amount of which has been included in Available Collections in a prior Collection Period; and (c) any late fees, prepayment charges or other administrative fees or similar charges allowed by applicable law, collected or retained by the Receivables Servicer, other than deferral fees, during the related Collection Period.

“Bankruptcy Code” shall mean the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as amended.

“Basic Documents” shall mean the Certificate of Trust, the Trust Agreement, the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Interest Rate Swap Agreements, the Underwriting Agreement, the Administration Agreement, the Note Depository Agreement and the other documents and certificates delivered in connection therewith.

“Book-Entry Note” shall mean a beneficial interest in any of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4a Notes, the Class A-4b Notes, the Class B Notes and the Class C Notes in each case issued in book-entry form.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in the State of New York, the State of Delaware, the state in which the Corporate Trust Office of the Indenture Trustee or the state in which the Corporate Trust Office of the Securities Administrator are authorized by law, regulation or executive order to be closed.

“Calculation Agent” shall mean the Securities Administrator.

“Center One” shall mean CenterOne Financial Services LLC.

“Certificate Distribution Account” shall mean the account established and maintained as such pursuant to Section 4.1 of the Sale and Servicing Agreement.

“Certificateholder” or “Holder of a Certificate” shall mean a Person in whose name a Certificate is registered in the Certificate Register.

“Certificate of Trust” shall mean the certificate of trust filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

Appendix A-4

“Certificate Paying Agent” shall mean any paying agent or co-paying agent appointed pursuant to Section 3.09 of the Trust Agreement and shall initially be the Securities Administrator.

“Certificate Percentage Interest” shall mean, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of such Certificate in the Issuer. The aggregate Certificate Percentage Interest shall be 100%.

“Certificate Register” shall mean the certificate register maintained pursuant to Section 3.04 of the Trust Agreement.

“Certificate Registrar” shall mean any certificate registrar acting in accordance with Section 3.04 of the Trust Agreement and shall initially be the Owner Trustee.

“Certificates” shall mean the certificates evidencing the beneficial interest of a Certificateholder in the Trust, substantially in the form of Exhibit A to the Trust Agreement; provided, however, that the Owner Trust Estate has been pledged to the Indenture Trustee to secure payment of the Notes and that the rights of the Certificateholders to receive distributions on the Certificates are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement.

“Class” shall mean any one of the classes of Notes.

“Class A Noteholders’ Interest Carryover Shortfall” shall mean, with respect to any Payment Date, the sum of the Class A-1 Noteholders’ Interest Carryover Shortfall for such Payment Date, the Class A-2 Noteholders’ Interest Carryover Shortfall for such Payment Date, the Class A-3 Noteholders’ Interest Carryover Shortfall for such Payment Date and the Class A-4 Noteholders’ Interest Carryover Shortfall for such Payment Date.

“Class A Noteholders’ Monthly Accrued Interest” shall mean, with respect to any Payment Date, the sum of the Class A-1 Noteholders’ Monthly Accrued Interest for such Payment Date, the Class A-2 Noteholders’ Monthly Accrued Interest for such Payment Date, the Class A-3 Noteholders’ Monthly Accrued Interest for such Payment Date and the Class A-4 Noteholders’ Monthly Accrued Interest for such Payment Date.

“Class A Notes” shall mean, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Final Scheduled Payment Date” shall mean the August 2009 Payment Date.

“Class A-1 Noteholder” shall mean the Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Noteholders’ Interest Carryover Shortfall” shall mean, with respect to the first Payment Date, zero, and with respect to any other Payment Date, the amount, if any, by which the sum of the Class A-1 Noteholders’ Monthly Accrued Interest for the preceding Payment Date

Appendix A-5

and any outstanding Class A-1 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date exceeds the amount in respect of interest for the Class A-1 Notes actually paid to the Class A-1 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to the Class A-1 Noteholders on such preceding Payment Date, to the extent permitted by law, at the Class A-1 Rate.

“Class A-1 Noteholders’ Monthly Accrued Interest” shall mean, with respect to any Payment Date, interest accrued from and including the prior Payment Date (or, in the case of the first Payment Date, from and including the Closing Date) to and including the day immediately prior to such Payment Date, on the Class A-1 Notes at the Class A-1 Rate on the Outstanding Amount of the Class A-1 Notes on the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date), after giving effect to all payments of principal on such preceding Payment Date.

“Class A-1 Notes” shall mean the $67,900,000 aggregate initial principal amount Class A-1 2.91653% Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-1 to the Indenture.

“Class A-1 Rate” shall mean 2.91653% per annum. For all purposes of the Basic Documents, interest with respect to the Class A-1 Notes shall be computed on the basis of the actual number of days in the related Interest Period and a 360-day year.

“Class A-2 Final Scheduled Payment Date” shall mean the December 2010 Payment Date.

“Class A-2 Noteholder” shall mean a Class A-2a Noteholder or a Class A-2b Noteholder.

“Class A-2 Noteholders’ Interest Carryover Shortfall” shall mean, with respect to the first Payment Date, zero, and with respect to any other Payment Date, the amount, if any, by which the sum of the Class A-2 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class A-2 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date exceeds the amount in respect of interest for the Class A-2 Notes actually paid to the Class A-2 Noteholders at the Note Interest Rate applicable to each Class of Class A-2 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to the Class A-2 Noteholders on such preceding Payment Date, to the extent permitted by law, at the Note Interest Rate applicable to each such Class. Any Class A-2 Noteholders’ Interest Carryover Shortfall arising on any Payment Date shall be allocated between the Class A-2a Notes and Class A-2b Notes pro rata based on the ratio of the Class A-2 Noteholders’ Monthly Accrued Interest for each such Class on such Payment Date to the total Class A-2 Noteholders’ Monthly Accrued Interest for such Payment Date.

“Class A-2 Noteholders’ Monthly Accrued Interest” shall mean, with respect to any Payment Date, the aggregate amount of interest accrued on each Class of Class A-2 Notes from and including the 15th day of the preceding calendar month (or in the case of the first Payment Date, from and including the Closing Date) to but excluding the 15th day of the month of such Payment Date at the Note Interest Rate applicable to such Class on the Outstanding Amount of each such Class on the immediately preceding Payment Date (or, in the case of the first Payment

Appendix A-6

Date, the Closing Date) after giving effect to all payments of principal on such preceding Payment Date.

“Class A-2 Notes” shall mean the Class A-2a Notes and the Class A-2b notes, collectively.

“Class A-2a Noteholder” shall mean the Person in whose name a Class A-2a Note is registered in the Note Register.

“Class A-2a Notes” shall mean the $58,200,000 aggregate initial principal amount Class A-2a 4.27000% Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-2a to the Indenture.

“Class A-2a Rate” shall mean 4.27000% per annum. For all purposes of the Basic Documents, interest with respect to the Class A-2a Rate shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Class A-2b Interest Rate Swap Agreement” means the interest rate swap agreement, entered into by and between the Issuer with the Counterparty in respect of the Class A-2b Notes, under an ISDA Master Agreement, together with the schedule thereto and the confirmation thereunder, as the same may be amended or supplemented from time to time and any replacement agreement entered into in accordance with the Basic Documents.

“Class A-2b Noteholder” shall mean the Person in whose name a Class A-2b Note is registered in the Note Register.

“Class A-2b Notes” shall mean the $24,000,000 aggregate initial principal amount Class A-2b Floating Rate Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-2b to the Indenture.

“Class A-2b Rate” shall mean One-Month LIBOR plus 1.15000% per annum. For all purposes of the Basic Documents, interest with respect to the Class A-2b Notes shall be computed on the basis of the actual number of days in the related Interest Period and a 360-day year.

“Class A-3 Final Scheduled Payment Date” shall mean the March 2012 Payment Date.

“Class A-3 Noteholder” shall mean a Class A-3a Noteholder or a Class A-3b Noteholder, as applicable.

“Class A-3 Noteholders’ Interest Carryover Shortfall” shall mean, with respect to the first Payment Date, zero, and with respect to any other Payment Date, the amount, if any, by which the sum of the Class A-3 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class A-3 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date exceeds the amount in respect of interest for the Class A-3 Notes actually paid to the Class A-3 Noteholders at the Note Interest Rate applicable to each Class of Class A-3 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to the Class A-3 Noteholders on such preceding Payment Date, to the extent permitted by law, at the

Appendix A-7

Note Interest Rate applicable to each such Class. Any Class A-3 Noteholders’ Interest Carryover Shortfall arising on any Payment Date shall be allocated between the Class A-3a Notes and Class A-3b Notes pro rata based on the ratio of the Class A-3 Noteholders’ Monthly Accrued Interest for each such Class on such Payment Date to the total Class A-2 Noteholders’ Monthly Accrued Interest for such Payment Date.

“Class A-3 Noteholders’ Monthly Accrued Interest” shall mean, with respect to any Payment Date, the aggregate amount of interest accrued on each Class of Class A-3 Notes from and including the prior Payment Date (or in the case of the first Payment Date, from and including the Closing Date) to but excluding the day immediately prior to such Payment Date at the Note Interest Rate applicable to such Class on the Outstanding Amount of each such Class on the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date) after giving effect to all payments of principal on such preceding Payment Date.

“Class A-3 Notes” shall mean the Class A-3a Notes and the Class A-3b Notes, collectively.

“Class A-3a Noteholder” shall mean the Person in whose name a Class A-3a Note is registered in the Note Register.

“Class A-3a Notes” shall mean the $50,400,000 aggregate initial principal amount Class A-3a 5.50000% Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-3a to the Indenture.

“Class A-3a Rate” shall mean 5.50000% per annum. For all purposes of the Basic Documents, interest with respect to the Class A-3a Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Class A-3b Interest Rate Swap Agreement” means the interest rate swap agreement, entered into by and between the Issuer with the Counterparty in respect of the Class A-3b Notes, under an ISDA Master Agreement, together with the schedule thereto and the confirmation thereunder, as the same may be amended or supplemented from time to time and any replacement agreement entered into in accordance with the Basic Documents.

“Class A-3b Noteholder” shall mean the Person in whose name a Class A-3b Note is registered in the Note Register.

“Class A-3b Notes” shall mean the $46,000,000 aggregate initial principal amount Class A-3b Floating Rate Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-3b to the Indenture.

“Class A-3b Rate” shall mean One-Month LIBOR plus 1.90000% per annum. For all purposes of the Basic Documents, interest with respect to the Class A-3b Notes shall be computed on the basis of the actual number of days in the related Interest Period and a 360-day year.

“Class A-4 Final Scheduled Payment Date” shall mean the April 2015 Payment Date.

Appendix A-8

“Class A-4 Noteholder” shall mean a Class A-4a Noteholder or a Class A-4b Noteholder, as applicable.

“Class A-4 Noteholders’ Interest Carryover Shortfall” shall mean, with respect to the first Payment Date, zero, and with respect to any other Payment Date, the amount, if any, by which the sum of the Class A-4 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class A-4 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date exceeds the amount in respect of interest for the Class A-4 Notes actually paid to the Class A-4 Noteholders at the Note Interest Rate applicable to each Class of Class A-4 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to the Class A-4 Noteholders on such preceding Payment Date, to the extent permitted by law, at the Note Interest Rate applicable to such Class. Any Class A-4 Noteholders’ Interest Carryover Shortfall arising on any Payment Date shall be allocated between the Class A-4a Notes and Class A-4b Notes pro rata based on the ratio of the Class A-4 Noteholders’ Monthly Accrued Interest for each such Class on such Payment Date to the total Class A-4 Noteholders’ Monthly Accrued Interest for such Payment Date.

“Class A-4 Noteholders’ Monthly Accrued Interest” shall mean, with respect to any Payment Date, the aggregate amount of interest accrued on each Class of Class A-4 Notes from and including the prior Payment Date (or in the case of the first Payment Date, from and including the Closing Date) to but excluding the day immediately prior to such Payment Date at the Note Interest Rate applicable to such Class on the Outstanding Amount of each such Class on the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date) after giving effect to all payments of principal on such preceding Payment Date.

“Class A-4 Notes” shall mean the Class A-4a Notes and the Class A-4b Notes, collectively.

“Class A-4a Noteholder” shall mean the Person in whose name a Class A-4a Note is registered in the Note Register.

“Class A-4a Notes” shall mean the $32,880,000 aggregate initial principal amount Class A-4a 6.15000% Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-4a to the Indenture.

“Class A-4a Rate” shall mean 6.15000% per annum. For all purposes of the Basic Documents, interest with respect to the Class A-4a Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Class A-4b Interest Rate Swap Agreement” means the interest rate swap agreement, entered into by and between the Issuer with the Counterparty in respect of the Class A-4b Notes, under an ISDA Master Agreement, together with the schedule thereto and the confirmation thereunder, as the same may be amended or supplemented from time to time and any replacement agreement entered into in accordance with the Basic Documents.

“Class A-4b Noteholder” shall mean the Person in whose name a Class A-4b Note is registered in the Note Register.

Appendix A-9

“Class A-4b Notes” shall mean the $30,000,000 aggregate initial principal amount Class A-4b Floating Rate Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A-4b to the Indenture.

“Class A-4b Rate” shall mean One-Month LIBOR plus 2.20000% per annum. For all purposes of the Basic Documents, interest with respect to the Class A-4b Notes shall be computed on the basis of the actual number of days in the related Interest Period and a 360-day year.

“Class B Final Scheduled Payment Date” shall mean the April 2015 Payment Date.

“Class B Noteholder” shall mean the Person in whose name a Class B Note is registered in the Note Register.

“Class B Noteholders’ Interest Carryover Shortfall” shall mean, with respect to the first Payment Date, zero, and with respect to any other Payment Date, the amount, if any, by which the sum of the Class B Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class B Noteholders’ Interest Carryover Shortfall on such preceding Payment Date exceeds the amount in respect of interest for the Class B Notes actually paid to the Class B Noteholders on such preceding Payment Date, plus interest on the amount of interest due but not paid to the Class B Noteholders on such preceding Payment Date, to the extent permitted by law, at the Class B Rate.

“Class B Noteholders’ Monthly Accrued Interest” shall mean, with respect to any Payment Date, interest accrued from and including the 15th day of the preceding calendar month (or in the case of the first Payment Date, from and including the Closing Date) to but excluding the 15th day of the month of such Payment Date on the Class B Notes at the Class B Rate on the Outstanding Amount of the Class B Notes on the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date) after giving effect to all payments of principal on such preceding Payment Date.

“Class B Notes” shall mean the $23,384,000 aggregate initial principal amount Class B 6.75000% Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit B to the Indenture.

“Class B Rate” shall mean 6.75000% per annum. For all purposes of the Basic Documents, interest with respect to the Class B Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Class C Final Scheduled Payment Date” shall mean the April 2015 Payment Date.

“Class C Noteholder” shall mean the Person in whose name a Class C Note is registered in the Note Register.

“Class C Noteholders’ Interest Carryover Shortfall” shall mean, with respect to the first Payment Date, zero, and with respect to any other Payment Date, the amount, if any, by which the sum of the Class C Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class C Noteholders’ Interest Carryover Shortfall on such preceding

Appendix A-10

Payment Date exceeds the amount in respect of interest for the Class C Notes actually paid to the Class C Noteholders on such preceding Payment Date, plus interest on the amount of interest due but not paid to the Class C Noteholders on such preceding Payment Date, to the extent permitted by law, at the Class C Rate.

“Class C Noteholders’ Monthly Accrued Interest” shall mean, with respect to any Payment Date, interest accrued from and including the 15th day of the preceding calendar month (or in the case of the first Payment Date, from and including the Closing Date) to but excluding the 15th day of the month of such Payment Date on the Class C Notes at the Class C Rate on the Outstanding Amount of the Class C Notes on the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date) after giving effect to all payments of principal on such preceding Payment Date.

“Class C Notes” shall mean the $16,189,000 aggregate initial principal amount Class C 7.11000% Asset Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit C to the Indenture.

“Class C Rate” shall mean 7.11000% per annum. For all purposes of the Basic Documents, interest with respect to the Class C Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Clearing Agency” shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” shall mean July 25, 2008.

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

“Collateral” shall have the meaning specified in the Granting Clause of the Indenture.

“Collection Account” shall mean, with respect to each Payment Date, the account or accounts established and maintained as such pursuant to Section 4.1 of the Sale and Servicing Agreement.

“Collection Period” shall mean with respect to any Payment Date, the calendar month preceding the calendar month in which the Payment Date occurs.

“Collections” shall mean all amounts collected by the Master Servicer (from whatever source) on or with respect to the Receivables.

Appendix A-11

“Commission” shall mean the Securities and Exchange Commission.

“Controlling Class” shall mean (i) if the Class A Notes have not been paid in full, the Class A Notes, (ii) if the Class A Notes have been paid in full and Class B Notes remain Outstanding, the Class B Notes, (iii) if the Class A Notes and the Class B Notes have been paid in full and Class C Notes remain Outstanding, the Class C Notes.

“Corporate Trust Office” shall mean, (i) with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at 60 Livingston Avenue, St. Paul, Minnesota 55107-2292, or at such other address as the Owner Trustee may designate from time to time by notice to the Certificateholders and the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholders and the Depositor); (ii) with respect to the Indenture Trustee, 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Global Transaction Services, Merrill Auto Trust Securitization 2008-1, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders and the Issuer); and (iii) with respect to the Securities Administrator, the office of the Securities Administrator located at 60 Livingston Avenue, St. Paul, MN 55107, Attn: Corporate Trust Structured Finance, Ref: MATS 2008-1, or at such other address as the Securities Administrator may designate from time to time by notice to the Noteholders and the Issuer, or the office of any successor Securities Administrator (the address of which the successor Securities Administrator will notify the Noteholders and the Issuer).

“Counterparty” shall mean each counterparty to the Trust under an Interest Rate Swap Agreement, which initially for each Interest Rate Swap Agreement shall be Merrill Lynch Capital Services, Inc. and its permitted successors and assigns.

“Cumulative Net Loss Ratio” means, for any Payment Date, the fraction (expressed as a percentage), the numerator of which is equal to the cumulative reported net losses recognized with respect to the Receivables during the period from the Cut-off Date through and including the Collection Period immediately preceding such Payment Date and the denominator of which is equal to the Aggregate Principal Balance of the Receivables as of the Cut-off Date.

“Cut-off Date” shall mean the close of business on June 30, 2008.

“Dealer” shall mean a dealer who sold a Financed Vehicle and who originated and sold the related Receivable, directly or indirectly, to the Seller.

“Default” shall mean any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Defaulted Receivable” shall have the meaning specified in Section 1.02 of the Servicing Agreement.

“Definitive Certificates” shall have the meaning specified in Section 3.10 of the Trust Agreement.

“Definitive Notes” shall have the meaning specified in Section 2.11 of the Indenture.

Appendix A-12

“Depositor” shall mean ML Asset Backed Corporation, a Delaware corporation and its successors and permitted assigns.

“Determination Date” shall mean, with respect to any Collection Period, the Business Day immediately preceding the Payment Date following such Collection Period.

“Eligible Deposit Account” shall mean either (i) a segregated account with an Eligible Institution or (ii) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the States thereof (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade.

“Eligible Institution” shall mean either (i) the corporate trust department of the Indenture Trustee or the Owner Trustee, as applicable; (ii) the corporate trust department of the Securities Administrator; (iii) a depository institution organized under the laws of the United States or any one of the States thereof (or any domestic branch of a foreign bank), (1) which has either (A) a long-term unsecured debt rating of at least “AA-” by Standard & Poor’s and “Aa3” by Moody’s or (B) a short-term unsecured debt rating or certificate of deposit rating of “A-1+” by Standard & Poor’s and “Prime-1” by Moody’s and (2) whose deposits are insured by the Federal Deposit Insurance Corporation or (iv) any depository institution or trust company in respect of which the Rating Agency Condition is satisfied.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning specified in Section 5.1 of the Indenture.

“Event of Servicing Termination” shall mean an event specified in Section 7.1 of the Sale and Servicing Agreement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Act Report” shall mean any reports on Form 10-D, Form 8-K and Form 10-K required to be filed by the Depositor with respect to the Trust under the Exchange Act.

“Executive Officer” shall mean, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation and, with respect to any partnership, any general partner thereof.

“Final Scheduled Payment Date” shall mean, with respect to (i) the Class A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) the Class A-2 Notes, the Class A-2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the Class A-3 Final Scheduled Payment Date, (iv) the Class A-4 Notes, the Class A-4 Final Scheduled Payment Date, (v) the Class B Notes, the Class B Final Scheduled Payment Date, and (vi) the Class C Notes, the Class C Final Scheduled Payment Date.

Appendix A-13

“Financed Vehicle” shall mean a new or used automobile, light-duty truck or sport utility vehicle, together with all accessions thereto, securing an Obligor’s indebtedness under the respective Receivable.

“First Allocation of Principal” shall mean, with respect to any Payment Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class A Notes (as of the day immediately preceding such Payment Date) over (y) the Pool Balance for such Payment Date.

“Fitch” shall mean Fitch, Inc. or its successor in interest.

“Grant” shall mean to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and to grant a lien upon and a security interest in and right of set-off against, and to deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Indenture” shall mean the Indenture, dated as of June 30, 2008, by and among the Trust, the Indenture Trustee and the Securities Administrator.

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

“Indenture Trust Estate” shall mean all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of Indenture for the benefit of the Noteholders (including, without limitation, all property and interests Granted to the Indenture Trustee), including all proceeds thereof.

“Independent” shall mean, when used with respect to any specified Person, that such Person (a) is in fact independent of the Issuer, any other obligor on the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Independent Certificate” shall mean a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the

Appendix A-14

definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

“Insolvency Event” shall mean, with respect to any Person, (i) the making of a general assignment for the benefit of creditors, (ii) the filing of a voluntary petition in bankruptcy, (iii) being adjudged a bankrupt or insolvent, or having had entered against such Person an order for relief in any bankruptcy or insolvency proceeding, (iv) the filing by such Person of a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) the filing by such Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding specified in (vii) below, (vi) seeking, consent to or acquiescing in the appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of the assets of such Person or (vii) the failure to obtain dismissal within 60 days of the commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of such Person or of such Person’s assets or any substantial portion thereof.

“Interest Period” shall mean (1) for each of the Class A-1 Notes, Class A-2b Notes, Class A-3b Notes and Class A-4b Notes, with respect to any Payment Date, the period from and including the Closing Date (in the case of the first Payment Date) or from and including the prior Payment Date to and including the day immediately prior to such Payment Date and (2) for each of the Class A-2a Notes, Class A-3a Notes, Class A-4a Notes, Class B Notes and Class C Notes, with respect to any Payment Date, the period from and including the Closing Date (in the case of the first Payment Date) or from and including the 15th day of the calendar month preceding each Payment Date to but excluding the 15th day of the calendar month of such Payment Date. Interest with respect to the Class A-1 Notes, Class A-2b Notes, Class A-3b Notes and Class A-4b Notes will be computed on the basis of the actual number of days in the related Interest Period and a 360-day year and interest with respect to each of the Class A-2a Notes, Class A-3a Notes, Class A-4a Notes, Class B Notes and Class C Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

“Interest Rate Swap Agreement” means each of the Class A-2b Interest Rate Swap Agreement, the Class A-3b Interest Rate Swap Agreement and the Class A-4b Interest Rate Swap Agreement.

“Investor Report” shall mean the report prepared by the Master Servicer pursuant to Section 3.8 of the Sale and Servicing Agreement containing, among other things, the information set forth in Section 4.7 of the Sale and Servicing Agreement.

“IRS” shall mean the Internal Revenue Service.

“ISDA Master Agreement” shall mean, with respect to a Counterparty, the ISDA Master Agreement (Multicurrency-Cross Border) dated as of July 22, 2008, together with the schedule thereto and the confirmations thereunder each dated as of July 22, 2008, between the Issuer and Counterparty.

Appendix A-15

“Issuer” shall mean the Trust unless a successor replaces it and, thereafter, shall mean the successor.

“Issuer Order” and “Issuer Request” shall mean a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee and the Securities Administrator.

“LIBOR” or “One-Month LIBOR” shall equal, with respect to any interest accrual period, the London interbank offered rate for deposits in U.S. dollars having a one month maturity which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the related LIBOR Determination Date. If the rates used to determine LIBOR do not appear on the Reuters Screen LIBOR01 Page, the rates for that day will be determined as the arithmetic mean of the rates at which deposits in U.S. dollars, having a one month maturity and in a principal amount of not less than U.S. $1,000,000, are offered by four major banks in the London interbank market at approximately 11:00 a.m., London Time, on such LIBOR Determination Date to prime banks in the London interbank market.

“LIBOR Determination Date” shall be the second London Business Day prior to the commencement of the related interest accrual period.

“Lien” shall mean a security interest, lien, charge, pledge, equity, or encumbrance of any kind other than, in respect of a Receivable, tax liens, mechanics’ liens, and any liens which attach to the respective Receivable by operation of law.

“Liquidated Receivable” shall mean (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 related Financed Vehicle and (ii) any Receivable with respect to which the related Obligor has become a debtor in a bankruptcy proceeding.

“Liquidation Proceeds” shall mean with respect to any Receivable (a) insurance proceeds received by the Receivables Servicer and (b) monies collected by the Receivables Servicer from whatever source, including but not limited to proceeds of Financed Vehicles after repossession, on a Defaulted Receivable, net of the costs of liquidation and any payments required by law to be remitted to the Obligor.

“London Business Day” shall be, for purposes of calculating LIBOR, a business day and a day on which banking institutions in the City of London, England are not required or authorized by law to be closed.

“Master Servicer” shall mean U.S. Bank National Association as the master servicer of the Receivables under the Sale and Servicing Agreement, and each successor to thereto (in the same capacity) pursuant to Section 7.1 of the Sale and Servicing Agreement.

“Minimum Required APR” shall mean a rate per annum equal to 7.75%.

“MLBUSA” shall mean Merrill Lynch Bank USA, or its successors.

Appendix A-16

“Monthly Receivables Tape” shall mean a computer tape or disk containing the information about the Receivables necessary to prepare the written statements to be furnished by the Owner Trustee to the Certificateholders pursuant to Section 3.8 of the Sale and Servicing Agreement and by the Securities Administrator to the Noteholders pursuant to Section 3.8 of the Sale and Servicing Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc. or its successor in interest.

“Net Swap Payment” shall mean the amount owed by the Issuer to the Counterparty following the netting of the Fixed Amounts and the Floating Amounts (as such terms are defined in the related Interest Rate Swap Agreement) under the applicable Interest Rate Swap Agreement.

“Net Swap Receipt” shall mean the amount owed by the Counterparty to the Issuer following the netting of the Fixed Amounts and the Floating Amounts (as such terms are defined in the related Interest Rate Swap Agreement) under the applicable Interest Rate Swap Agreement.

“Note Depositary Agreement” shall mean the Letter of Representations, dated as of July 25, 2008 among the Issuer and The Depository Trust Company regarding the Offered Notes.

“Note Depository” shall mean The Depository Trust Company or any successor depository.

“Noteholder” or “holder of a Note” shall mean the Person in whose name a Note is registered on the Note Register.

“Note Interest Rate” shall mean the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3a Rate, the Class A-3b Rate, the Class A-4a Rate, the Class A-4b Rate, the Class B Rate and the Class C Rate, as applicable.

“Note Owner” shall mean, with respect to any Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Paying Agent” shall mean the Securities Administrator or any other Person that meets the eligibility standards for the Securities Administrator specified in Section 6.21 of the Indenture and is authorized by the Issuer to make payments to and distributions from the Collection Account (including the Principal Distribution Account), including payment of principal of or interest on the Notes on behalf of the Issuer.

“Note Pool Factor” shall mean, with respect to each Class of Notes as of the close of business on the last day of a Collection Period, a nine-digit decimal figure equal to the outstanding principal balance of such Class of Notes (after giving effect to any reductions thereof to be made on the immediately following Payment Date) divided by the original outstanding principal balance of such Class of Notes. The Note Pool Factor will be 1.000000000 as of the

Appendix A-17

Closing Date; thereafter, the Note Pool Factor will decline to reflect reductions in the outstanding principal amount of such Class of Notes.

“Note Register” and “Note Registrar” shall have the respective meanings specified in Section 2.5 of the Indenture.

“Notes” shall mean, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes.

“Obligor” on a Receivable shall mean the purchaser or co-purchasers of the Financed Vehicle or any other Person who owes payments under the Receivable.

“Offered Notes” shall mean, collectively, the Class A Notes, the Class B Notes and the Class C Notes.

“Officer’s Certificate” shall mean (i) with respect to the Trust, a certificate signed by any Authorized Officer of the Trust and (ii) with respect to the Depositor or the Master Servicer, a certificate signed by the chairman of the board, the president, any executive or senior vice president, any vice president, the treasurer or the controller of the Depositor or the Master Servicer, as applicable.

“Opinion of Counsel” shall mean a written opinion of counsel which counsel shall be acceptable to the Indenture Trustee, the Securities Administrator, the Owner Trustee or the Rating Agencies, as applicable.

“Optional Purchase Percentage” shall mean 10% of the Aggregate Cut-off Date Principal Balance.

“Original Pool Balance” shall mean an amount equal to the Aggregate Principal Balance, as of the Cut-off Date, of the Receivables, which shall be $391,005,553.01.

“Outstanding” shall mean with respect to the Notes, as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture, as applicable, except:

(a) Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

(b) Notes or portions thereof the payment for which money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee or any Note Paying Agent in trust for the Noteholders of such Notes (provided, however, that if such Notes are to be prepaid, notice of such prepayment has been duly given pursuant to the Indenture); and

(c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee or the Note Registrar, as applicable, is presented that any such notes are held by a bona fide purchaser;

Appendix A-18

provided, that in determining whether the holders of Notes evidencing the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent, or waiver under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Depositor, the Master Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee or the Securities Administrator, as applicable shall be protected in relying on any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that an Authorized Officer of the Indenture Trustee or the Securities Administrator knows to be so owned shall be so disregarded; provided, however, if the Issuer, any other obligor upon the Notes, the Depositor, the Master Servicer or any Affiliate of any of the foregoing Persons owns an entire Class of Notes, such Notes shall be deemed to be Outstanding. Notes owned by the Issuer, any other obligor upon the Notes, the Depositor, the Master Servicer or any Affiliate of any of the foregoing Persons that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee or the Securities Administrator, as applicable, the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Depositor, the Master Servicer or any Affiliate of any of the foregoing Persons.

“Outstanding Amount” shall mean, as of any date of determination and as to any Class or all Classes of Notes, as the context may require, the aggregate principal amount of such Notes Outstanding as of such date of determination.

“Owner Trustee” shall mean U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.

“Owner Trust Estate” shall mean all right, title and interest of the Trust in, to and under the property and rights assigned to the Trust pursuant to Article II of the Sale and Servicing Agreement.

“Participant” shall mean a participant in or member of the Note Depository.

“Payment Date” shall mean the fifteenth (15th) day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day.

“Permitted Investments” shall mean, on any date of determination, book-entry securities, negotiable instruments or securities represented by instruments in bearer form (with respect to Trust Accounts other than the Reserve Account) or registered form with maturities not exceeding the Business Day preceding the next Payment Date which evidence:

(a) direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities; provided, however, that at the time of the

Appendix A-19

investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby;

(c) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category granted thereby;

(d) investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Indenture Trustee, the Securities Administrator or the Owner Trustee or any of their respective Affiliates is investment manager or advisor);

(e) bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above; and

(f) repurchase obligations with respect to any security that is a direct non-callable obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b).

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

“Plan” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, a plan (as defined in Section 4975(e)(1) of the Code) and any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity or otherwise.

“Pool Balance” shall mean, with respect to any Payment Date, an amount equal to the aggregate Adjusted Principal Balance of the Receivables at the end of the related Collection Period, after giving effect to all payments of principal received from Obligors and Purchase Amounts to be remitted for the related Collection Period.

“Pool Factor” as of the last day of a Collection Period shall mean a nine-digit decimal figure equal to the Aggregate Principal Balance of the Receivables at that time divided by the Original Pool Balance.

“Predecessor Note” shall mean, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note and, for purposes of this definition, any Note authenticated and delivered under Section 2.6 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Appendix A-20

“Prepayment Date” shall mean with respect to a prepayment of the Notes pursuant to Section 10.1 of the Indenture, the Payment Date specified by the Master Servicer or the Issuer pursuant to Section 10.1 of the Indenture.

“Prepayment Price” shall mean in the case of a Class of Notes to be prepaid, an amount equal to the unpaid principal amount of such Class of Notes plus accrued and unpaid interest thereon at the applicable Note Interest Rate plus interest on any overdue interest at the applicable Note Interest Rate (to the extent lawful) to but excluding the Prepayment Date.

“Principal Balance” shall mean, with respect to any Receivable, as of the related date of determination, the Amount Financed minus an amount equal to, as of the close of business on the last day of the related Collection Period, or as of any other specified day, as applicable, that portion of all amounts received on or prior to such day with respect to such Receivable and allocable to principal using the Simple Interest Method; provided, however, that for purposes of calculating the Aggregate Principal Balance of the Receivables, a Defaulted Receivable shall have a Principal Balance of zero, commencing with the Collection Period following the Collection Period in which such Receivable becomes a Defaulted Receivable.

“Principal Distribution Account” shall mean the administrative sub-account of the Collection Account established and maintained as such pursuant to Section 4.1 of the Sale and Servicing Agreement.

“Priority Swap Termination Payment” means any Swap Termination Payment payable by the Issuer relating to (i) an early termination of an Interest Rate Swap Agreement following an “Event of Default” or “Termination Event” arising under the Interest Rate Swap Agreement for which the Interest Rate Swap Counterparty is not the “Defaulting Party” or sole “Affected Party” or (ii) an early termination of an Interest Rate Swap Agreement as a result of a “Tax Event” or “Illegality” under the Interest Rate Swap Agreement (terms in quotations having the respective meaning assigned to them in the applicable Interest Rate Swap Agreement).

“Proceeding” shall mean any suit in equity, action at law or other judicial or administrative proceeding.

“Prospectus” shall have the meaning specified in the Underwriting Agreement.

“Prospectus Supplement” shall have the meaning specified in the Underwriting Agreement.

“Purchase Amount” shall mean, with respect to a Purchased Receivable, an amount equal to the principal balance of such Receivable on the date of purchase, plus accrued and unpaid interest to the date of such purchase and, with respect to any purchase by the Master Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement, an amount that, together with the other amounts then on deposit in the Collection Account, is at least equal to the outstanding principal amount of the Notes plus all accrued but unpaid interest (including any overdue interest) thereon, plus any Net Swap Payments or Swap Termination Payments due to the Counterparties under the Interest Rate Swap and plus all amounts then due and payable by the Trust for fees or other reimbursable amounts to the Receivables Servicer, the Master Servicer,

Appendix A-21

the Securities Administrator, the Administrator, the Owner Trustee and the Indenture Trustee or any other party.

“Purchased Receivable” shall mean a Receivable purchased as of the close of business on the last day of the respective Collection Period by the Master Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement by the Depositor pursuant to Section 2.3 of the Sale and Servicing Agreement or by the Administrator pursuant to Sections 2(b)(A) or 2(d) of the Administration Agreement or otherwise purchased by the Responsible Party under the Receivables Purchase Agreement.

“Qualified Institutional Buyer” shall mean a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.

“Rating Agency” shall mean each of the nationally recognized statistical rating organizations designated by the Depositor to provide a rating on the Notes which is then rating such Notes. If no such organization or successor is any longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person designated by the Depositor, notice of which designation shall be given to the Indenture Trustee, the Securities Administrator, the Owner Trustee and the Master Servicer.

“Rating Agency Condition” shall mean, with respect to any action, that each of the Rating Agencies shall have notified the Master Servicer, the Depositor, the Owner Trustee, the Indenture Trustee or the Securities Administrator in writing that such action will not result in a reduction or withdrawal of the then current rating of any of the Notes.

“Receivable Files” shall mean the documents specified in Section 2.4 of the Sale and Servicing Agreement.

“Receivables” shall mean the motor vehicle retail installment sales contracts and loans listed on Schedule A to the Sale and Servicing Agreement and all proceeds thereof and payments thereunder.

“Receivables Purchase Agreement” shall mean the receivables purchase agreement dated as of June 30, 2008, between the Seller and the Depositor, as purchaser.

“Receivables Servicer” shall mean Center One.

“Receivables Servicer Servicing Fees” shall mean, with respect to a Collection Period, the fee payable to the Receivables Servicer for services rendered during such Collection Period for administrative duties (for the avoidance of doubt, other than the servicing duties which the Master Servicer is performing), which shall be equal to one-twelfth of the Receivables Servicing Fee Rate multiplied by the Aggregate Principal Balance of the Receivables as of the first day of the Collection Period.

“Receivables Servicer Termination Event” shall mean, with respect to the Receivables Servicer, any default or other event for which, under the terms of the Receivables Servicing Agreement, the remedies provided include its termination as servicer thereunder with respect to the Receivables.

Appendix A-22

“Receivables Servicing Agreement” shall mean the Servicing Agreement, dated June 30, 2008 among CenterOne Financial Services LLC, U.S. Bank National Association and MLBUSA.

“Receivables Servicing Fee Rate” shall mean with respect to the Receivables Servicer, 0.750%.

“Record Date” shall mean, with respect to any Payment Date or Prepayment Date and any Book-Entry Note, the close of business on the day prior to such Payment Date or Prepayment Date or, with respect to any Definitive Note or Definitive Certificate, the last day of the month preceding the month in which such Payment Date or Prepayment Date occurs.

“Recoveries” shall mean, with respect to any Collection Period, all amounts received by the Master Servicer with respect to any Defaulted Receivable during any Collection Period following the Collection Period in which such Receivable became a Defaulted Receivable, net of any fees, costs and expenses incurred by the Receivables Servicer and the Master Servicer in connection with the collection of such Receivable and any payments required by law to be remitted to the Obligor.

“Registered Noteholder” shall mean the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

“Registration Statement” shall mean Registration Statement No. 333-139130 filed by the Depositor with the Commission in the form in which it became effective on May 2, 2007.

“Regular Principal Allocation” shall mean, with respect to any Payment Date, the excess, if any, of the aggregate Outstanding Amount of the Notes as of the day immediately preceding such Payment Date over the result (but not less than zero) obtained by subtracting (a) the Pool Balance for such Payment Date from (b) the Target Overcollateralization Level for such Payment Date; provided that the Regular Principal Allocation shall not exceed the aggregate Outstanding Amount of the Notes; provided further that the Regular Principal Allocation on or after the Final Scheduled Payment Date of any Class shall not be less than the amount that is necessary to reduce the Outstanding Amount of such Class to zero.

“Regulation AB” shall mean subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Reportable Event” shall mean any event required to be reported on Form 8-K, and in any event, the following:

(a) entry into a definitive agreement related to the Issuer, the Notes or the Receivables, or an amendment to a Basic Document, even if the Depositor is not a party to such agreement (e.g., a servicing agreement with a Master Servicer contemplated by Item 1108(a)(3) of Regulation AB);

Appendix A-23

(b) termination of a Basic Document (other than by expiration of the agreement on its stated termination date or as a result of all parties completing their obligations under such agreement), even if the Depositor is not a party to such agreement (e.g., a servicing agreement with a Master Servicer contemplated by Item 1108(a)(3) of Regulation AB);

(d) the resignation, removal, replacement, substitution of the Indenture Trustee, the Owner Trustee;

(e) with respect to the Securities Administrator only, a required distribution to holders of the Notes is not made as of the required Payment Date under the Indenture; and

(f) with respect to the Master Servicer only, if the Master Servicer becomes aware of any bankruptcy or receivership of the Seller, the Depositor, the Indenture Trustee, the Owner Trustee, any enhancement or support provider contemplated by Item 1114(b) or 1115 of Regulation AB, or other material party contemplated by Item 1101(d)(1) of Regulation AB.

“Reporting Subcontractor” shall mean with respect to any Person, any Subcontractor for such Person that is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB.

“Representative” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Underwriters.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 4.1 of the Sale and Servicing Agreement.

“Reserve Account Initial Deposit” means $899,371.

“Responsible Party” shall mean the Seller.

“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement, dated as of June 30, 2008, among the Trust, the Depositor, as seller, and the Master Servicer.

"Sarbanes Certification" shall have the meaning specified in Section 9.11(c) of the Sale and Servicing Agreement.

“Scheduled Payment” shall mean, for any Receivable, the scheduled monthly payment amount indicated in such Receivable as required to be paid by the Obligor in such Collection Period (without giving effect to deferments of payments pursuant to Section 3.2 of the Sale and Servicing Agreement or any rescheduling in any insolvency or similar proceedings).

Appendix A-24

“Schedule of Receivables” shall mean the list of Receivables attached as Schedule A to the Sale and Servicing Agreement and the Indenture (which Schedules may be in the form of microfiche, disk or other means acceptable to the Master Servicer).

“Second Allocation of Principal” shall mean, with respect to any Payment Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class A Notes and the Class B Notes (as of the day immediately preceding such Payment Date) over (y) the Pool Balance for such Payment Date.

“Secretary of State” shall mean the Secretary of State of the State of Delaware.

“Securities” shall mean the Notes and the Certificates, collectively.

“Securities Act” shall mean the Securities Act of 1933, as amended.

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

“Securities Administrator Fee” shall mean the fee payable to the Securities Administrator for services rendered during such Collection Period for administrative duties, which shall be specified in Section 6.18 of the Indenture.

“Securities Administrator Officer” shall mean, with respect to the Securities Administrator, any officer within the Corporate Trust Office of the Securities Administrator with direct responsibility for the administration of the Indenture and the other Basic Documents on behalf of the Securities Administrator and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Security Holders” shall mean the Noteholders and the Certificateholders, collectively.

“Seller” shall mean MLBUSA.

“Servicing Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of Regulation AB.

“Servicing Fee” shall mean, with respect to a Collection Period, the fee payable to the Master Servicer for services rendered during such Collection Period for administrative duties (for the avoidance of doubt, other than the servicing duties which the Receivables Servicer is performing), which shall be equal to one-twelfth of the Servicing Fee Rate multiplied by the Aggregate Principal Balance of the Receivables as of the first day of the Collection Period.

“Servicing Fee Rate” shall mean 0.026%.

“Similar Law” shall mean a federal, State, local or non-U.S. law with provisions that are substantially similar to section 406 of ERISA or section 4975 of the Code.

Appendix A-25

“Simple Interest Method” shall mean the method of allocating a fixed level payment to principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the amount accrued from the date of the preceding payment to the date of the current payment.

“Specified Reserve Account Balance” means with respect to any Distribution Date, an amount equal to the Reserve Account Initial Deposit.

“Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or its successor in interest.

“State” shall mean any state or commonwealth of the United States of America, or the District of Columbia.

“Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Delaware Code ss. 3801 et seq., as amended.

“Subcontractor” shall mean any vendor, subcontractor or other Person that is not responsible for servicing (as “servicing” is commonly understood by participants in the asset-backed securities market) of Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Master Servicer, the Receivables Servicer or a subservicer.

“Successor Master Servicer” shall mean an institution appointed as successor Master Servicer pursuant to Section 7.1 of the Sale and Servicing Agreement.

“Swap Guarantor” shall mean Merrill Lynch & Co. Inc., and its permitted successors and assigns.

“Swap Guarantee” shall mean each Guarantee, dated July 22, 2008, by the Swap Guarantor with respect to the Counterparty’s obligations under the Interest Rate Swap Agreements.

“Swap Termination Payments” shall mean any termination payment payable to any Counterparty under an Interest Rate Swap Agreement on account of an ISDA Event of Default or ISDA Termination Event (as such terms are defined in the related ISDA Master Agreement).

“Target Overcollateralization Level” shall mean, as of any Payment Date, the amount equal to the greater of (x) 5.50% of the Pool Balance and (y) $7,194,966.04, which amount is equal to 2.00% of the initial aggregate Adjusted Principal Balance of the Receivables.

“Transfer Date” shall mean the Closing Date.

“Treasury Regulations” shall mean regulations, including proposed or temporary regulations, promulgated under the Code. References to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Appendix A-26

“Trust” shall mean Merrill Auto Trust Securitization 2008-1, a Delaware statutory trust governed by the Trust Agreement.

“Trust Accounts” shall mean the accounts created and maintained in accordance with Section 4.1(a), (b), (c) and (e) of the Sale and Servicing Agreement.

“Trust Agreement” shall mean the Amended and Restated Trust Agreement of the Trust dated as of June 30, 2008, by and among the Depositor and the Owner Trustee, as amended and/or restated from time to time.

“Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as amended, unless otherwise specifically provided.

“Trust Property” shall mean, collectively, (i) the Receivables; (ii) monies received thereunder on or after the Cut-off Date (other than the portion of any Obligor payment related to the interest accrued on each Receivable up to its last scheduled payment date prior to June 30, 2008); (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed Vehicles; (iv) proceeds with respect to the Receivables from claims on any theft, physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (v) the Receivable Files; (vi) the Trust Accounts and all amounts, securities, investments, investment property and other property deposited in or credited to any of the foregoing, all security entitlements relating to the foregoing and all proceeds thereof; (vii) payments and proceeds with respect to the Receivables; (viii) the rights of the Depositor under the Receivables Purchase Agreement, and the Receivables Servicing Agreement; (ix) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased by the Master Servicer or repurchased by the Depositor, the Seller or the Administrator); (x) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

“Trustee Officer” shall mean, with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee with direct responsibility for the administration of the Indenture and the other Basic Documents on behalf of the Indenture Trustee and, with respect to the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the other Basic Documents on behalf of the Owner Trustee.

“UCC” shall mean the Uniform Commercial Code as in effect in any relevant jurisdiction.

Appendix A-27

“Underwriters” shall mean the underwriters named in the Underwriting Agreement.

“Underwriting Agreement” shall mean the Underwriting Agreement, dated June 8, 2007 between the Depositor and the Representative, including the Terms Agreement as defined therein and with respect thereto.

“Underwritten Securities” shall mean the Class A Notes, Class B Notes and Class C Notes.

ARTICLE I	DEFINITIONS AND USAGE	1
ARTICLE II	TRUST PROPERTY	1
SECTION 2.1	Conveyance of Trust Property; Intent of the Parties	1
SECTION 2.2	Representations and Warranties of the Depositor regarding the Receivables	2
SECTION 2.3	Repurchase upon Breach	2
SECTION 2.4	Custody of Receivable Files	3
SECTION 2.5	Duties of Master Servicer as Custodian	4
SECTION 2.6	Instructions; Authority to Act	5
SECTION 2.7	Custodian’s Indemnification	5
SECTION 2.8	Effective Period and Termination	5
SECTION 2.9	Representations and Warranties as to the Security Interest of the Issuer in the Receivables	5
ARTICLE III	ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY	6
SECTION 3.1	Duties of Master Servicer	6
SECTION 3.2	Collection of Receivable Payments	7
SECTION 3.3	Realization Upon Receivables	8
SECTION 3.4	Maintenance of Security Interests in Financed Vehicles	8
SECTION 3.5	Covenants of Master Servicer	9
SECTION 3.6	Purchase of Receivables Upon Breach	9
SECTION 3.7	Servicer Fees	9
SECTION 3.8	Investor Report	10
SECTION 3.9	Annual Statement as to Compliance; Notice of Event of Servicing Termination	10
SECTION 3.10	Annual Independent Certified Public Accountant’s Report	11
SECTION 3.11	Access to Certain Documentation and Information Regarding Receivables	11
SECTION 3.12	Master Servicer Expenses	11
SECTION 3.13	Insurance	12
SECTION 3.14	Form 10-D Reporting	12
SECTION 3.15	Form 10 K Reporting	13
SECTION 3.16	Form 8 K Reporting	14
SECTION 3.17	Reporting Suspension; Amendment; Late Filing of Reports	14
SECTION 3.18	Licenses	15

ARTICLE IV	DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS	15
SECTION 4.1	Accounts	15
SECTION 4.2	Collections	17
SECTION 4.3	Application of Collections	18
SECTION 4.4	Additional Deposits	18
SECTION 4.5	Distributions	18
SECTION 4.6	Net Deposits	18
SECTION 4.7	Statements to Noteholders and Certificateholders	18
ARTICLE V	THE DEPOSITOR	20
SECTION 5.1	Representations, Warranties and Covenants of Depositor	20
SECTION 5.2	Liability of Depositor; Indemnities	21
SECTION 5.3	Merger or Consolidation of, or Assumption of the Obligations of Depositor	21
SECTION 5.4	Limitation on Liability of Depositor and Others	22
SECTION 5.5	Depositor May Own Notes or Certificates	22
SECTION 5.6	Depositor Certificate of Incorporation	22
ARTICLE VI	THE MASTER SERVICER	22
SECTION 6.1	Representations of Master Servicer	22
SECTION 6.2	Indemnities of Master Servicer	23
SECTION 6.3	Merger or Consolidation of, or Assumption of the Obligations of Master Servicer	24
SECTION 6.4	Limitation on Liability of Master Servicer and Others	24
SECTION 6.5	Subservicing and Delegation of Duties	27
SECTION 6.6	Master Servicer Not to Resign as Master Servicer; Resignation and Termination of Receivables Servicers	28
SECTION 6.7	Master Servicer May Own Notes or Certificates	28
ARTICLE VII	SERVICING TERMINATION	28
SECTION 7.1	Events of Servicing Termination	28
SECTION 7.2	Appointment of Successor Master Servicer	30
SECTION 7.3	Notification to Noteholders and Certificateholders	31
SECTION 7.4	Waiver of Past Events of Servicing Termination	32
ARTICLE VIII	TERMINATION	32
SECTION 8.1	Optional Purchase of All Receivables	32
SECTION 8.2	Succession Upon Satisfaction and Discharge of Indenture	33

ARTICLE IX	MISCELLANEOUS PROVISIONS	33
SECTION 9.1	Amendment	33
SECTION 9.2	Protection of Title to Trust Property	34
SECTION 9.3	Governing Law	36
SECTION 9.4	Notices	36
SECTION 9.5	Severability of Provisions	37
SECTION 9.6	Assignment	37
SECTION 9.7	Further Assurances	37
SECTION 9.8	No Waiver; Cumulative Remedies	37
SECTION 9.9	Third-Party Beneficiaries	37
SECTION 9.10	Actions by Noteholders or Certificateholders	38
SECTION 9.11	Information to Be Provided by the Securities Administrator	38
SECTION 9.12	Form 8-K Filings	38
SECTION 9.13	Additional Regulation AB Provisions	39
SECTION 9.14	Representations and Warranties	39
SECTION 9.15	Limitation of Liability of Owner Trustee, the Indenture Trustee and the Securities Administrator	40
SECTION 9.16	No Petition	40
Schedule A	Schedule of Receivables	A-1
Schedule B	Location of Receivable Files	B-1
Appendix A	Definitions and Usage	Appendix A-1
Appendix B	Form 10-K Certification	Appendix B-1
Appendix C	Item 1119 Parties	Appendix C-1
Appendix D	Form of Servicing Criteria to be Addressed in Assessment of Compliance Statement	Appendix D-1
Appendix E	Form 10-K Certification	Appendix E-1


	MERRILL AUTO TRUST SECURITIZATION 2008-1, as Issuer

	By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
	By:	/s/ D. L. Reynolds
		Name: Diane L. Reynolds
		Title: Vice President


	U.S. BANK NATIONAL ASSOCIATION, as Master Servicer

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


	ML ASSET BACKED CORPORATION, as Depositor

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

Servicing Criteria		Master Servicer	Securities Administrator	Receivables Servicer
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X		X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X		X

	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X	X	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that	X	X	X

	meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.		X	X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set	X	X

	forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related mortgage loan documents.		X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.		X

1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded	X

	in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related mortgage loan documents.

1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related book assets, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s

	records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X		X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	X	X