RECEIVABLES PURCHASE AGREEMENT

EXECUTION COPY

This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2008, between MERRILL LYNCH BANK USA, a Utah industrial bank, (the “Seller”), and ML ASSET BACKED CORPORATION, a Delaware corporation (the “Purchaser”).

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

The Purchaser will transfer the Receivables to Merrill Auto Trust Securitization 2008-1, a Delaware statutory trust (the “Issuer”) pursuant to a sale and servicing agreement dated as of June 30, 2008 (the “Sale and Servicing Agreement”), among the Issuer, the Purchaser, as Depositor, and U.S. Bank National Association, as master servicer (in such capacity, the “Master Servicer”).

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

1.     Definitions.

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

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

“Dealer” means the dealer who sold a Financed Vehicle and who originated and assigned the respective Receivable prior to its assignment to the Seller.

“Dealer Recourse” means, with respect to a Receivable, any and all recourse rights relating to misrepresentation or fraud against the Dealer that originated such Receivable and any successor Dealer.

“Final Prospectus” means the prospectus supplement, dated July 22, 2008, and prospectus, dated July 22, 2008, of the Purchaser.

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

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

“Liquidation Proceeds” means, with respect to any 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 the Receivable, net of the costs of liquidation and any payments required by law to be remitted to the Obligor.

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

“Origination Date” means, with respect to any Receivable, the date such Receivable is dated.

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

“Preliminary Prospectus” means the preliminary prospectus supplement, dated July 22, 2008, and prospectus, dated July 22, 2008, of the Purchaser.

“Purchase Price” has the meaning set forth in Section 2 hereof.

“Purchased Property” has the meaning set forth in Section 2 hereof.

“Receivable” means a receivable listed on the Schedule of Receivables and any amendments, modifications or supplements to such retail installment sale contract.  The term “Receivable” does not include any Repurchased Receivable.

“Registration Statement” means Registration Statement No. 333-139130 filed by the Purchaser with the Securities and Exchange Commission in the form in which it became effective on May 2, 2007.

“Repurchase Event” has the meaning set forth in Section 7(f) hereof.

“Schedule of Receivables” means the schedule of the Receivables attached as Exhibit A hereto.

“Seller Information” has the meaning set forth in Section 8(a) hereof.

“Simple Interest Method” means 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.

“Simple Interest Receivable” means a Receivable under which the portion of a payment allocable to interest and the portion allocable to principal is determined in accordance with the Simple Interest Method.

“Title Document” means, with respect to any Financed Vehicle, the certificate of title for, or other evidence of ownership of, such Financed Vehicle issued by the registrar of titles in the jurisdiction in which such Financed Vehicle is registered.

“UCC” means the Uniform Commercial Code as in effect in any relevant state.

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

2.    Conveyance of the Receivables .

In consideration of the Purchaser’s payment to the Seller of $391,005,553 (the “Purchase Price”), the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Seller’s right, title and interest in, to and under the following property whether now owned or existing or hereafter acquired or arising (collectively, the “ Purchased Property ”):

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

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

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

(v)  Dealer Recourse, if any;

(vi)  the Receivables Files;

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

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

The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Seller to the Obligors or any other Person in connection with the Purchased Property or any agreement, document or instrument related thereto.  The Seller and the Purchaser intend that the sale, transfer, assignment and conveyance of the Purchased Property and other rights and property pursuant to this Section 2 shall be a sale and not a secured borrowing.  However, in the event that such transfer is deemed to be a transfer for security, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller’s right, title and interest in, to and under the Purchased Property whether now owned or existing or hereafter acquired or arising and all proceeds thereof (including, without limitation, “proceeds” as defined in the UCC as in effect from time to time in the State of New York) and all other rights and property transferred

3.    Representations and Warranties of the Purchaser .

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

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

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

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

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

(e)   No Violation .  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of incorporation or the by-laws of the Purchaser, or any indenture, agreement or other instrument to which the Purchaser is a party or by which it is bound, or violate any law, rules or regulation applicable to the Purchaser of any court or federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser.

(f)   No Proceedings .  There are no proceedings or investigations pending or, to the Purchaser’s knowledge, threatened against the Purchaser before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser or its properties (i) asserting the invalidity of this Agreement or any other Basic Document to which the Purchaser is a party, (ii) seeking to prevent the consummation of any of

the transactions contemplated by this Agreement or any other Basic Document to which the Purchaser is a party or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document to which the Purchaser is a party.

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

4.        Representations and Warranties of the Seller . 

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

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

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

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

(iv)   No Proceedings .  There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller before any court,

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

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

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

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

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

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

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

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

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

(i)   Fraud .  In connection with each Receivable, there has been no fraud committed by the Dealer that sold the related Financed Vehicle and such Dealer has not made any misrepresentation and has not taken (or failed to take) any action which could render such Receivable void or otherwise unenforceable.

(ii)   Origination of Receivables .  Each Receivable was originated in the United States of America by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer’s business, was fully and properly executed by the parties thereto, was validly assigned to the Seller and is payable in U.S. dollars.

(iii)   Schedule of Receivables . The information set forth in the Schedule of Receivables is true and correct in all material respects as of the close of business on the Cutoff Date, and no selection procedures believed by