0001144204-08-052931 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • September 15th, 2008 • Mru Holdings Inc • Loan brokers • New York

This ADMINISTRATION AGREEMENT dated as of July 1, 2008 (as amended from time to time, the “Agreement”), among MRU STUDENT LOAN TRUST 2008-A, a Delaware statutory trust (the “Issuer”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee under the Indenture (hereinafter defined) (the “Indenture Trustee”) and as back-up administrator hereunder (the “Back-up Administrator”), MRU ABS II LLC, a Delaware limited liability company (the “Depositor”) and MRU HOLDINGS, INC., a Delaware corporation (the “Administrator”).

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MRU Holdings, Inc. and MRU ABS II LLC TRANSFER AND CONTRIBUTION AGREEMENT Dated as of July 10, 2008
Transfer and Contribution Agreement • September 15th, 2008 • Mru Holdings Inc • Loan brokers • New York

THIS TRANSFER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 10, 2008, is made by and between MRU Holdings, Inc., a Delaware corporation having its principal location at 590 Madison Avenue,13th Floor New York, New York 10022 (“Transferor”), and MRU ABS II LLC, a Delaware limited liability company, having its principal location at 590 Madison Avenue, 13th Floor, Suite 200, New York, New York 10022 (“MRU ABS”).

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