AMENDMENT
      NO. 5

    TO
      MASTER LOAN AGREEMENT

     

    Amendment
      No. 5, dated as of September 28, 2007 (this “Amendment”),
      between MERRILL LYNCH BANK USA (the “Lender”)
      and
      MRU FUNDING SPV INC. (the “Borrower”).

     

    RECITALS

     

    The
      Lender and the Borrower are parties to that certain Amended and Restated Master
      Loan Agreement, dated as of February 1, 2007, as amended by that certain
      Amendment No. 1 dated as of March 9, 2007, Amendment No. 2 dated as of March
      27,
      2007, Amendment No. 3 dated as of April 27, 2007 and Amendment No. 4, dated
      as
      of July 27, 2007 (the “Existing
      Loan Agreement”;
      as
      amended by this Amendment, the “Loan
      Agreement”).
      Capitalized terms used but not otherwise defined herein shall have the meanings
      given to them in the Existing Loan Agreement.

     

    The
      Lender and the Borrower have agreed, subject to the terms and conditions of
      this
      Amendment, that the Existing Loan Agreement be amended to reflect certain agreed
      upon revisions to the terms of the Existing Loan Agreement;

     

    Accordingly,
      the Lender and the Borrower hereby agree, in consideration of the mutual
      promises and mutual obligations set forth herein, that the Existing Loan
      Agreement is hereby amended as follows:

     

    SECTION
      1. Definitions.
      Schedule 1 of the Existing Loan Agreement is hereby amended by deleting the
      definitions of “Applicable
      Margin”,
      “Collateral
      Percentage”,
      “Commitment”
and
      “Termination
      Date”
in
      their entirety and replacing them with the following language:

     

    “Applicable
      Margin”
shall
      mean (a) with respect to all Private Loans, 2.00%, and (b) with respect to
      all
      Federal Loans, 0.60%.

     

    “Collateral
      Percentage”
shall
      mean (a) with respect to all Private Loans, 91% and (b) with respect to all
      Federal Loans, 95%.

     

    “Commitment”
shall
      mean (a) $145,000,000, or (b) such other amount as revised pursuant to Section
      2.13 of the Loan Agreement.

     

    “Termination
      Date”
shall
      mean (a) December 24, 2007, (b) such earlier date on which the Loan Agreement
      shall terminate in accordance with the provisions thereof or by operation of
      law
      or (c) such other date as may be extended by the Lender pursuant to Section
      2.12
      or 3.04 of the Loan Agreement.

     

    SECTION
      2. Conditions
      Precedent.  This
      Amendment shall become effective as of October 15, 2007 (the “Amendment
      Effective Date”),
      subject to the satisfaction of the following conditions precedent:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.1  Delivered
      Documents.  On
      the Amendment Effective Date, the Lender shall have received the following
      documents and payments, each of which shall be satisfactory to the Lender in
      form and substance:

     

    (1) this
      Amendment, executed and delivered by duly authorized officers of the Lender
      and
      the Borrower; 

     

    (2) such
      other documents as the Lender or counsel to the Lender may reasonably
      request.

     

    SECTION
      3. Limited
      Effect.  Except
      as
      expressly amended and modified by this Amendment, the Existing Loan Agreement
      shall continue to be, and shall remain, in full force and effect in accordance
      with its terms.

     

    SECTION
      4. Confidentiality. 
      The
      parties hereto acknowledge that this Amendment, the Existing Loan Agreement,
      and
      all drafts thereof, documents relating thereto and transactions contemplated
      thereby are confidential in nature and the Borrower agrees that, unless
      otherwise directed by a court of competent jurisdiction, it shall limit the
      distribution of such documents and the discussion of such transactions to such
      of its officers, employees, attorneys, accountants and agents as may be required
      in order to fulfill its obligations under such documents and with respect to
      such transactions.

     

    SECTION
      5. Counterparts.  This
      Amendment may be executed by each of the parties hereto in any number of
      separate counterparts, each of which shall be an original and all of which
      taken
      together shall constitute one and the same instrument.

     

    SECTION
      6. GOVERNING
      LAW.  THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS
      THEREOF.

     

    [SIGNATURE
      PAGE FOLLOWS]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused their names to be signed hereto by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.

     

    
      	 	 	 
	
              Lender:

            	
              MERRILL
                LYNCH BANK USA,

            
	 	as Lender
	 
 	 
 	 
 
	 	By:  	/s/ Joseph
              Magnus
	 	
              
Name:
              Joseph Magnus
	 	Title:
              Authorized Signatory


    

     

    
      	 	 	 
	
              Borrower:

            	
              MRU
                FUNDING SPV INC.,

            
	 	as Borrower
	 
 	 
 	 
 
	 	By:  	/s/ Vishal
              Garg
	 	
              
Name:
              Vishal Garg
	 	Title: