ASSIGNMENT
This
ASSIGNMENT is made by MRU ABS LLC, a Delaware limited liability company (the
“Company”), in favor of MRU Holdings, Inc., a Delaware corporation (the
“Parent”), as of October 19, 2007. Capitalized terms used herein and not defined
have the meanings set forth in the Trust Agreement (defined below).
WHEREAS,
MRU Student Loan Trust 2007-A (the “Trust”) was created pursuant to that certain
Trust Agreement dated as of May 31, 2007, as amended and restated by that
certain Amended and Restated Trust Agreement, dated as of June 1, 2007 (the
“Trust Agreement”), between the Company and Wilmington Trust Company, as owner
trustee (the “Owner Trustee”), pursuant to which the Company is the holder of
the entire undivided beneficial interest of the Trust as represented by that
certain Trust Certificate issued by the Owner Trustee on behalf of the Trust
to
the Company on June 28, 2007 (the “Trust Certificate”);
WHEREAS,
as the sole holder of the Trust Certificate, the Company is entitled to receive
the residual cash flow from the Trust in accordance with the terms of the
Indenture, dated as of June 1, 2007, between the Trust, as issuer, and The
Bank
of New York Trust Company, N.A., as indenture trustee; and
WHEREAS,
the sole member and the independent managers have determined that the Company
will declare and pay a distribution to MRU Holdings, Inc., as the sole member
of
the Company, of the Company’s rights to receive all of the residual cash flow
from the Trust to the extent and as set forth herein.
NOW
THEREFORE, in order to effect a distribution to the Parent in respect of its
100% limited liability company membership interest in the Company of the rights
described below:
1.
The
Company does hereby assign, transfer and convey to the Parent all of its right,
title, and interest in and to all rights of the Company as sole legal and
beneficial owner of the Trust Certificate to receive all payments from the
Trust
pursuant to the Trust Agreement in respect of the Financed Student Loans
contributed by the Company to the Trust pursuant to the Deposit Agreement on
or
before the date hereof.
2.
Without limiting the generality of the foregoing, the rights of the Company
described in paragraph 1 of this Assignment include the rights to receive
distributions from the Trust in accordance with Section 5.01(a) of the Trust
Agreement and Sections 5.04(b), 5.04(c) and 8.02(f) of the
Indenture.
IN
WITNESS WHEREOF, the undersigned have executed this Assignment as of the date
first written above.
MRU
ABS LLC
By:
MRU Holdings, Inc., as sole member
By:
/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx Title: Chief Financial Officer ACKNOWLEDGED,
AGREED AND
ACCEPTED
BY:
MRU
HOLDINGS, INC., as sole member
of
the Company
By:
/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx Title: Chief Financial Officer |