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/ Vishal Garg            
Name:
                Vishal Garg
Title:
                Chief Financial
                Officer

               

               

              ACKNOWLEDGED,
                AGREED AND  

              ACCEPTED
                BY:

              


              MRU
                HOLDINGS, INC., as sole member

              of
                the Company

               

               

              
                By: 
                  /s/ Vishal Garg            
Name:
                  Vishal Garg
Title:
                  Chief Financial
                  Officer