Fitch Rates Merrill Auto Trust Securitization 2005-1

NEW YORK--June 23, 2005--Fitch rates Merrill Auto Trust Securitization 2005-1 as follows:

-- $470,300,000 3.472% class A-1 notes 'F1+';

-- $150,000,000 3.90% class A-2a notes 'AAA';

-- $488,000,000 floating-rate class A-2b notes 'AAA';

-- $417,000,000 4.10% class A-3 notes AAA;

-- $155,400,000 floating-rate class A-4 notes 'AAA';

-- $57,800,000 floating-rate class B notes 'A';

-- $31,120,000 floating-rate class C notes 'BBB'.

The 2005-1 transaction marks the first whole loan auto ABS transaction issued by Merrill Lynch Auto Trust, an affiliate of Merrill Lynch & Co. Inc. The securities issued from the owner trust structure are backed by a pool of contracts secured by new and used automobiles and light-duty trucks originated by Ford Motor Credit Co. (Ford Credit), E-Loan Inc., Onyx Acceptance Corp. (Onyx), and Capital One Auto Financial Corp. (COAF).

As of May 3, 20051, 2005 (the cut-off date), the receivables consisted of $1.82 billion in loans to prime and high-quality prime obligors. COAF receivables represent 9% of the total receivables balance. ONYX receivables represent 31% of the total receivables balance. E-Loan receivables represent 39% of the total receivables balance, while Ford accounts for approximately 20%. The weighted average APR for the aggregate receivables is 5.44%. The weighted average original maturity of the pool is 60 months, and the weighted average remaining term is 43 months, resulting in approximately 17 months of seasoning. Approximately 50% of the pool consists of loans secured by new vehicles. The weighted average FICO on an aggregate basis was 733.

Credit enhancement for each of the rating categories consists of excess spread, subordination, overcollateralization (OC) over time, and a discount feature for loans with contract rates below 6.25%. Yield supplement OC is established to supplement for low APR (annual percentage rate) contracts by discounting all contracts by the higher of 6.25% or the contract rate to achieve a weighted average yield of 6.860% on the pool. The OC target is set at the greater of 2.50% of the current adjusted balance and 1.00% of the initial adjusted collateral balance.

The initial credit enhancement (CE) for the class A notes as a percentage of adjusted collateral is 5.50% and consists of 5.00% subordination of the classes B and C notes and 0.50% OC. The initial CE for the class B notes consists of 1.75% subordination of the class C notes and 0.50% OC. The initial CE for the class C notes consists of 0.50% OC. The total CE for each of these classes will grow over time as excess spread is used to turbo pay class A-1 to create OC. OC is expected to reach its target level within the first year.

The owner trust structure allows for a versatile allocation of total collections (principal and interest) to the notes. Monthly interest is allocated first among the class A notes on a pro rata basis and second sequentially to the classes B and C notes. After target levels are reached, the distribution of principal is pro rata among the classes. The interest/principal payment allocation allows for payment of interest on junior classes, to be suspended if senior classes become undercollateralized. In addition, the transaction has embedded loss triggers to protect noteholders. Loss triggers convert the transaction to a sequential pay structure if rolling three-month annualized net losses exceed the threshold. Once loss triggers are cured, the transaction can revert to pro rata principal allocations.

Fitch's rating definitions are available on the agency's public web site, www.fitchratings.com. Published ratings, criteria and methodologies, and relevant policies and procedures are also available from this site, at all times. This document will remain on the public site for seven days.