EXHIBIT 99.2
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EXECUTION COPY
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RECEIVABLES PURCHASE AGREEMENT
between
MERRILL LYNCH BANK USA,
as Seller
and
ML ASSET BACKED CORPORATION,
as Purchaser
Dated as of May 31, 2005
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TABLE OF CONTENTS
Page
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1.
DEFINITIONS.............................................................1
2. CONVEYANCE OF THE
RECEIVABLES...........................................2
3. REPRESENTATIONS AND WARRANTIES OF
THE SELLER............................4
4. SELLER
COVENANTS........................................................4
5. SURVIVAL OF REPRESENTATIONS AND
OBLIGATIONS.............................4
6. PROTECTION OF TITLE TO THE
PURCHASER....................................5
7.
NOTICES.................................................................5
8. SUCCESSORS AND
ASSIGNS..................................................5
9.
COUNTERPARTS............................................................5
10. APPLICABLE
LAW.........................................................6
EXHIBIT
A........................................................A-1
i
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This RECEIVABLES
PURCHASE AGREEMENT (this "Agreement"), dated as of May
31, 2005, between MERRILL LYNCH BANK USA, a
Utah industrial bank (the
"Seller"), and ML ASSET BACKED CORPORATION,
a Delaware corporation (the
"Purchaser").
PRELIMINARY STATEMENT
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Subject to the
terms and conditions of this Agreement, the Seller is
selling those Receivables identified on
Exhibit A to the Purchaser. The Seller
had previously acquired the Receivables
from: (i) Capital One Auto Finance,
Inc. ("COAF") pursuant to the receivables
sale and servicing agreement dated
as of June 13, 2003 (the "COAF Purchase and
Sale Agreement"), between COAF
(f/k/a PeopleFirst Finance, LLC) and the
Seller, (ii) (a) E-Loan Auto Fund
One, LLC pursuant to the purchase and sale
agreement, dated as of March 30,
2005 (the "First E-Loan Purchase and Sale
Agreement"), between E-Loan AutoFund
One, LLC and the Seller and (b) E-Loan,
Inc. (together with E-Loan Auto Fund
One, LLC, "E-Loan") pursuant to the
purchase and sale agreement, dated as of
July 14, 2004 (the "Second E-Loan Purchase
and Sale Agreement", and together
with the First E-Loan Purchase Agreement,
the "E-Loan Purchase and Sale
Agreements"), between E-Loan Inc. and the
Seller, (iii) Ford Motor Credit
Company ("Ford Credit") pursuant to (a) the
purchase and sale agreement dated
as of May 1, 2003 (the "First Ford Credit
Purchase and Sale Agreement"),
between Ford Credit and the Seller, and (b)
the purchase and sale agreement
dated as of September 1, 2003 (the "Second
Ford Credit Purchase and Sale
Agreement", and together with the First
Ford Credit Purchase and Sale
Agreement, the "Ford Credit Purchase and
Sale Agreements"), between Ford Motor
and the Seller and (iv) Onyx Acceptance
Corporation ("Onyx", and collectively
with COAF, E-Loan and Ford Credit, the
"Receivables Sellers") pursuant to a
sale and servicing agreement dated as of
May 22, 2003 (the "Onyx Purchase and
Sale Agreement", and collectively with the
COAF Purchase and Sale Agreement,
the E-Loan Purchase and Sale Agreements and
the Ford Credit Purchase and Sale
Agreements, the "Purchase and Sale
Agreements") between Onyx and the Seller.
The Purchaser
will transfer the Receivables to Merrill Auto Trust
Securitization 2005-1, a Delaware statutory
trust (the "Issuer") pursuant to a
sale and servicing agreement dated as of
May 31, 2005 (the "Sale and Servicing
Agreement"), among the Issuer, the
Depositor and U.S. Bank National
Association, as master servicer (in such
capacity, the "Master Servicer").
Each Receivables Servicer will act as a
servicer with respect to the
Receivables under each Receivables
Servicing Agreement to which it is a party
pursuant to a separate acknowledgement and
agreement, each dated as of June
23, 2005 (the "Acknowledgements") each
among the related Receivables Servicer,
the Seller, the Purchaser and the Master
Servicer.
For good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as
follows:
1.
Definitions.
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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 May 31, 2005.
"Dealer" means
the dealer, if any, who sold a Financed Vehicle and who
originated and
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assigned the respective Receivable to any
Receivables Servicer under an
existing agreement between such dealer and
the Receivables Servicer.
"Dealer
Recourse" means, with respect to a Receivable originated by a
Dealer, any and all recourse rights
relating to misrepresentation or fraud
against the Dealer and any successor
Dealer.
"Financed
Vehicle" means a new or used automobile, light-duty truck,
Sport-utility vehicle or motorcycle
together with all accessions thereto,
securing an Obligor's indebtedness under
the respective Receivable.
"Liquidated
Receivable" means (i) any Receivable that, by its terms, is
in default and as to which the Receivables
Servicer has determined, in
accordance with its customary servicing
procedures, that eventual payment in
full is unlikely or has repossessed and
disposed of the Financed Vehicle, and
(ii) any Receivable with respect to which
the related Obligor has become a
debtor in a bankruptcy proceeding.
"Liquidation
Proceeds" means, with respect to any Liquidated Receivable
and any determination date, amounts
collected from whatever source on such
Liquidated Receivable, net of the sum of
any amounts expended by the
Receivables Servicer pursuant to its
customary standards, polices and
procedures for the account of the Obligor
plus any amounts required by law to
be remitted to the Obligor.
"Obligor" means
the purchaser or co-purchasers of the Financed Vehicle or
any other Person who owes payments under a
Receivable (not including any
Dealer in respect of Dealer Recourse).
"Person" means
any individual, corporation, estate, partnership, joint
venture, limited liability company,
association, joint stock company, trust,
unincorporated organization, or government
or any agency or political
subdivision thereof.
"Receivable"
means a receivable listed on the schedule of receivables
attached as Exhibit A hereto (the "Schedule
of Receivables") and any
amendments, modifications or supplements to
such retail installment sale
contract. The term "Receivable" does not
include any Purchased Receivable.
Capitalized
terms used and not otherwise defined herein (including the
Preliminary Statement) shall have the
meanings assigned thereto in Appendix A
to the Sale and Servicing Agreement.
2. Conveyance of
the Receivables.
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In consideration
of the Purchaser's payment to the Seller of
$1,766,358,574 (the "Purchase Price"), the
Seller does hereby irrevocably
sell, transfer, assign and otherwise convey
to the Purch
