**EXECUTION
      COPY**






ADMINISTRATION
      AGREEMENT




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 ”).




WHEREAS,
      the Issuer is issuing its (a) Student Loan Asset Backed Notes (the “ Notes ”)
      pursuant to the Indenture dated as of July 1, 2008 (the “ Indenture ”),
      between the Issuer and the Indenture Trustee, and (b) its trust certificates
      (the “ Trust
      Certificates ”)
      pursuant to the Amended and Restated Trust Agreement dated as of July 1, 2008
      (the “ Trust
      Agreement ”)
      between the Owner Trustee and the Depositor.




Capitalized
      terms used and not otherwise defined herein shall have the meanings assigned
      to
      such terms in the Trust Agreement or the Indenture (the Trust Agreement and
      the
      Indenture are referred to collectively herein as the “ Basic
      Documents ”);




WHEREAS,
      pursuant to the Basic Documents, the Issuer, the Owner Trustee and the Depositor
      are required to perform certain duties in connection with (a) the Financed
      Student Loans and other collateral pledged pursuant to the Indenture (the
“ Collateral ”),
      (b)
      the Notes and (c) the Trust Certificates;




WHEREAS,
      the Issuer, the Owner Trustee and the Depositor desire to have the Administrator
      perform certain of the duties of the Issuer and the Owner Trustee referred
      to in
      the Basic Documents and any other documents signed by the Owner Trustee on
      behalf of the Issuer (collectively, the “ Trust
      Related Agreements ”)
      and to
      provide such additional services consistent with the terms of this Agreement
      and
      the Trust Related Agreements as the Issuer, the Owner Trustee and the Depositor
      may from time to time request; and




WHEREAS,
      the Administrator has the capacity to provide the services required hereby
      and
      is willing to perform such services for the Issuer, the Owner Trustee and the
      Depositor on the terms set forth herein.




NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, and other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties agree as follows:







1.  Duties
      of the Administrator .




(a)  Duties
      with respect to the Trust Related Agreements.




(i)  The
      Administrator agrees to perform all its duties as Administrator and the duties
      of the Issuer under the Trust Related Agreements. In addition, the Administrator
      shall consult with the Owner Trustee regarding the duties of the Issuer under
      the Trust Related Agreements. The Administrator shall monitor the performance
      of
      the Issuer and shall advise the Owner Trustee when action is necessary to comply
      with the Issuer’s duties under the Trust Related Agreements. The Administrator
      shall prepare for execution by the Issuer, or shall cause the preparation by
      other appropriate persons or entities of, all such documents, reports, filings,
      instruments, certificates and opinions that it shall be the duty of the Issuer
      to prepare, file or deliver pursuant to the Trust Related Agreements. In
      furtherance of the foregoing, the Administrator shall take all appropriate
      action that is the duty of the Issuer to take pursuant to the Trust Related
      Agreements including, without limitation, such of the foregoing as are required
      with respect to the following matters under the Indenture:




(A)  Directing
      the Indenture Trustee, by Issuer Order, to deposit moneys with Paying Agents,
      if
      any, other than the Indenture Trustee;




(B)  Preparing
      and delivering notice to the Noteholders of any removal of the Indenture Trustee
      and the appointment of a successor Indenture Trustee;




(C)  Preparing
      an Issuer Order and Officer’s Certificate and obtaining an Opinion of Counsel,
      if necessary, for any release of property of the Indenture Trust
      Estate;




(D)  Preparing
      Issuer Requests and obtaining Opinions of Counsel with respect to the execution
      of amendments to the Indenture and the Trust Agreement and mailing notices
      to
      the Noteholders with respect to such amendments;




(E)  Paying
      all expenses in connection with the issuance of the Notes; and




(F)  Providing
      instructions to the Indenture Trustee as required by Sections 8.02, 8.06 and
      8.08 of the Indenture.




(ii)  MRU
      Holdings, Inc., as the initial Administrator, will:




(A)  Indemnify
      the Indenture Trustee in its individual capacity and any of its officers,
      directors, employees, affiliates and agents against any and all losses, claims,
      actions, suits, damages, liabilities, costs, penalties, taxes (excluding taxes
      payable by it on any compensation received by it for its services as Indenture
      Trustee) or expenses (including attorneys’ fees and expenses) arising out of or
      in connection with (a) actions taken by it pursuant to instructions given by
      the
      Administrator pursuant to this Agreement; or (b) any action, or failure to
      act,
      by the Administrator in the performance of the Administrator’s duties hereunder.
      Neither the Issuer nor the Administrator need to reimburse any expense or
      indemnify against any loss, liability or expense incurred by the Indenture
      Trustee through the Indenture Trustee’s own willful misconduct, gross negligence
      or bad faith. Indemnification under this Section shall survive the resignation
      or removal of the Administrator or Indenture Trustee, as applicable, or the
      termination of this Agreement.




2


(B)  Indemnify
      the Issuer and the Owner Trustee and their respective agents for, and hold
      them
      harmless against, any losses, liability or expense, including reasonable
      attorneys fees’ and expenses, incurred in the absence of willful misconduct,
      negligence or bad faith on the part of the Issuer and the Owner Trustee and
      their respective agents, arising out of the willful misconduct, negligence
      or
      bad faith of the Administrator in the performance of the Administrator’s duties
      contemplated by this Agreement; provided, however, that the Administrator shall
      not be required to indemnify the Issuer or the Owner Trustee pursuant to this
      Section 1(a)(ii)(B) so long as the Administrator has acted pursuant to the
      instructions of the Issuer, the Depositor, the Indenture Trustee or the Owner
      Trustee in accordance with Sections 1(c) or 1(d) of this Agreement;
      and




(C)  Pay
      to
      the Owner Trustee its fees and expenses as are set forth in Section 8.01 of
      the
      Trust Agreement.




(b)  [Intentionally
      Omitted]




(c)  Additional
      Duties.




(i)  In
      addition to the duties of the Administrator set forth above, the Administrator
      shall perform, or cause to be performed, its duties and obligations and the
      duties and obligations of the Owner Trustee on behalf of the Issuer under the
      Indenture and the Trust Agreement including, without limitation, those duties
      and obligations set forth on Schedule
      A hereto.
      In furtherance thereof, the Issuer shall execute and deliver to the
      Administrator and to each successor Administrator appointed pursuant to the
      terms hereof, one or more powers of attorney substantially in the form of Exhibit
      A hereto,
      appointing the Administrator as the attorney-in-fact of the Issuer, for the
      purpose of executing on behalf of the Issuer all such documents, reports,
      filings, instruments, certificates and opinions as are required to be executed
      by the Issuer pursuant to such agreements. Subject to Section 5 of this
      Agreement, and in accordance with the directions of the Issuer, the Depositor
      or
      the Owner Trustee, the Administrator shall administer, perform or supervise
      the
      performance of such other activities in connection with the Collateral
      (including the Trust Related Agreements) as are not covered by any of the
      foregoing provisions and as are expressly requested by the Issuer, the
      Depositor, the Indenture Trustee or the Owner Trustee, in writing, and are
      reasonably within the capability of the Administrator. The Administrator agrees
      to perform such obligations and deliver such notices as are specified as to
      be
      performed or delivered by the Administrator under the Indenture and the Trust
      Agreement.




(ii)  In
      carrying out the foregoing duties or any of its other obligations under this
      Agreement, the Administrator may enter into transactions or otherwise deal
      with
      any of its Affiliates; provided, however, that the terms of any such
      transactions or dealings shall be in accordance with any directions received
      from the Issuer, the Indenture Trustee, or the Owner Trustee, and shall be,
      in
      the Administrator’s reasonable opinion, no less favorable to the Issuer than
      would be available from unaffiliated parties.




3


(iii)  In
      carrying out any of its obligations under this Agreement, the Administrator
      may
      act either directly or through agents, attorneys, accountants, independent
      contractors and auditors and may enter into agreements with any of
      them.




(iv)  In
      carrying out its duties under this Agreement with respect to delinquent or
      defaulted Student Loans, the Administrator may retain and employ agents to
      collect on such Student Loans and to commence any actions or proceedings the
      agents deem necessary in connection with such collection efforts on such Student
      Loans.




(d)  Non-Ministerial
      Matters.




(i)  With
      respect to matters that in the reasonable judgment of the Administrator are
      non-ministerial, the Administrator shall not be under any obligation to take
      any
      action, and in any event shall not take any action unless the Administrator
      shall have received instructions from the Owner Trustee or the
      Certificateholders, in accordance with the Trust Agreement. For the purpose
      of
      the preceding sentence, “non-ministerial matters” shall include, without
      limitation:




(A)  The
      amendment of or any supplement to the Trust Related Agreements;




(B)  The
      initiation of any claim or lawsuit by the Issuer and the compromise of any
      action, claim or lawsuit brought by or against the Issuer, except for claims
      or
      lawsuits initiated in the ordinary course of business by the Issuer or their
      respective agents or nominees for the collection of the Student Loans owned
      by
      the Issuer;




(C)  The
      appointment of successor administrators and successor indenture trustees
      pursuant to the Indenture, or the consent to the assignment by the Administrator
      or Indenture Trustee of its obligations under the Indenture; and




(D)  The
      removal of the Indenture Trustee.




(ii)  Notwithstanding
      anything to the contrary in this Agreement, the Administrator shall not be
      obligated to, and shall not (A) make any payments to the Noteholders under
      the
      Trust Related Agreements, (B) sell the Collateral pursuant to the Indenture
      or
      (C) take any action that the Issuer directs the Administrator not to take on
      its
      behalf.




2.  Records .
      The
      Administrator shall maintain appropriate books of account and records, relating
      to services performed hereunder, which books of account and records shall be
      accessible for inspection by the Issuer, the Indenture Trustee, the Noteholders
      and the Certificateholders at any time upon prior written notice and during
      normal business hours. The Administrator shall maintain or cause to be
      maintained the books of the Trust on a fiscal year basis using the accrual
      method of accounting, in accordance with generally accepted accounting
      principals, and shall comply with the other requirements set forth in Section
      5.04 of the Trust Agreement.




3.  Compensation .
      Each
      month during the term of this Agreement, commencing in July 2008, the
      Administrator, as compensation for the performance of its obligations hereunder
      and as reimbursement for its expenses related thereto, shall be entitled to
      a
      fee (the “ Administration
      Fee ”)
      equal
      to 1/12 of 0.05% of the aggregate principal balance of the Financed Student
      Loans as of the first day of such month. On each Distribution Date, all
      Administration Fees allocated and unpaid to the Administrator as of such
      Distribution Date shall be payable to the Administrator in accordance with
      Section 8.02(f) of the Indenture.




4


The
      payment of the foregoing fees and expenses shall be solely an obligation of
      the
      Issuer.




4.  Additional
      Information to be Furnished .
      The
      Administrator shall furnish to the Indenture Trustee, the Issuer, the
      Noteholders and the Certificateholders from time to time such additional
      information regarding the Collateral as the Indenture Trustee, the Issuer,
      the
      Noteholders and the Certificateholders shall reasonably request.




5.  Independence
      of the Administrator .
      For all
      purposes of this Agreement, the Administrator shall be an independent contractor
      and shall not be subject to the supervision of the Issuer or the Owner Trustee
      with respect to the manner in which it accomplishes the performance of its
      obligations hereunder. Unless expressly authorized by the Issuer or the Owner
      Trustee, the Administrator shall have no authority to act for or represent
      the
      Issuer or the Owner Trustee, respectively, in any way and shall not otherwise
      be
      deemed an agent of the Issuer or the Owner Trustee.




6.  No
      Joint Venture .
      Nothing
      contained in this Agreement (i) shall constitute the Administrator and any
      of
      the Issuer, the Owner Trustee or any Certificateholder as members of any
      partnership, joint venture, association, syndicate, unincorporated business
      or
      other separate entity, (ii) shall be construed to impose any liability as such
      on any of them, or (iii) shall be deemed to confer on any of them any express,
      implied or apparent authority to incur any obligation or liability on behalf
      of
      the others.




7.  Other
      Activities of the Administrator .
      Nothing
      herein shall prevent the Administrator or its Affiliates from engaging in other
      businesses or, in its or their sole discretion, from acting in a similar
      capacity as an administrator for any other person or entity even though such
      person or entity may engage in business activities similar to those of the
      Issuer, the Owner Trustee or the Indenture Trustee.




8.  Term
      of Agreement; Resignation and Removal of Administrator .




(a)  This
      Agreement shall continue in force until the dissolution of the Issuer, upon
      which event this Agreement shall automatically terminate.




(b)  Subject
      to Section 8(e) of this Agreement, the Administrator may, with the written
      consent of the Indenture Trustee (to be given or withheld in its sole
      discretion), resign its duties hereunder by providing the Issuer, the
      Noteholders, the Indenture Trustee and the Back-up Administrator with at least
      60 days’ prior written notice.




(c)  Subject
      to Section 8(e) of this Agreement, the Indenture Trustee, at the direction
      of
      certain Noteholders as required by the Indenture, may remove the Administrator
      without cause by providing the Administrator and the Back-up Administrator
      with
      at least 60 days’ prior written notice.




5


(d)  Subject
      to Section 8(e) of this Agreement, at the option of the Indenture Trustee,
      at
      the direction of certain Noteholders as required by the Indenture, the
      Administrator may be removed immediately upon written notice of termination
      from
      the Issuer to the Administrator if any of the following events shall
      occur:




(i)  The
      Administrator shall default in the performance of any of its duties under this
      Agreement and, after notice of such default, shall not cure such default within
      ten days (or, if such default cannot be cured in such time, the Administrator
      shall not give within ten days such assurance of cure as shall be reasonably
      satisfactory to the Issuer);




(ii)  A
      court
      having jurisdiction in the premises shall enter a decree or order for relief,
      and such decree or order shall not have been vacated within 60 days, with
      respect to any involuntary case commenced against the Administrator under any
      applicable bankruptcy, insolvency or other similar law now or hereafter in
      effect or shall appoint a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official for the Administrator or any substantial part
      of its property or order the winding-up or liquidation of its affairs;
      or




(iii)  The
      Administrator shall commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, shall consent to
      the
      entry of an order for relief in an involuntary case under any such law, or
      shall
      consent to the appointment of a receiver, liquidator, assignee, trustee,
      custodian, sequestrator or similar official for it or any substantial part
      of
      its property, shall consent to the taking of possession by any such official
      of
      any substantial part of its property, shall make any general assignment for
      the
      benefit of its creditors or shall fail generally to pay its debts as they become
      due.




The
      Administrator agrees that if any of the events specified in clauses (ii) or
      (iii) of this Section shall occur, it shall give written notice thereof to
      the
      Owner Trustee, the Noteholders, the Indenture Trustee and the Back-up
      Administrator within two Business Days after the happening of such
      event.




(e)  No
      resignation or removal of the Administrator pursuant to this Section shall
      be
      effective until (i) a successor Administrator shall have been appointed by
      the
      Issuer (with the consent of the Owner Trustee pursuant to Section 12 of this
      Agreement) and (ii) such successor Administrator shall have agreed in writing
      to
      be bound by the terms of this Agreement in the same manner as the Administrator
      is bound hereunder. Notwithstanding the foregoing, if no successor Administrator
      shall have been appointed and agreed in writing to be bound by the terms of
      this
      Agreement within two Business Days of the occurrence of any event described
      in
      Section 8(d)(ii) or (iii) of this Agreement, then the Back-up Administrator
      shall automatically succeed to the rights and obligations of the Administrator
      under this Agreement, and shall execute an amendment to this Agreement whereby
      the Back-up Administrator agrees to be bound by the terms and conditions of
      this
      Agreement; provided, however, that the Back-up Administrator, as successor
      Administrator, shall have no obligations under Sections 1(a)(i)(E) or 1(a)(ii)
      of this Agreement.




(f)  The
      appointment of any successor Administrator, other than the Back-up
      Administrator, shall be effective only after the Rating Agency, after having
      been given 10 days’ prior notice of such proposed appointment, shall have
      declared in writing that such appointment will not result in a reduction or
      withdrawal of the then-current rating of the Notes.




6


9.  Action
      upon Termination, Resignation or Removal .
      Promptly upon the effective date of termination of this Agreement pursuant
      to
      Section 8(a) of this Agreement or the resignation or removal of the
      Administrator pursuant to Section 8(b) or (c) of this Agreement, the
      Administrator shall be entitled to be paid all fees and reimbursable expenses
      accruing to it to the date of such termination, resignation or removal. The
      Administrator shall forthwith upon such termination pursuant to Section 8(a)
      of
      this Agreement deliver to the Issuer as appropriate, all property and documents
      of or relating to the Collateral then in the custody of the Administrator.
      In
      the event of the resignation or removal of the Administrator pursuant to Section
      8(b) or (c) of this Agreement, the Administrator shall cooperate with the Issuer
      and take all reasonable steps, at the sole cost and expense of the Issuer,
      requested to assist the Issuer in making an orderly transfer of the duties
      of
      the Administrator.




10.  Notices .
      Any
      notice, report or other communication given hereunder shall be in writing and
      addressed as follows:




(a)  If
      to the
      Issuer, to:




MRU
      Student Loan Trust 2008-A


c/o
      Wilmington Trust Company, as Owner Trustee


1100
      North Market Street


Wilmington,
      DE 19890


Attention:
      Corporate Trust Administration - MRU Student Loan Trust 2008-A


Telephone:
      (302) 636-6104


Facsimile:
      (302) 636-4148





(b)  If
      to the
      Administrator, to:




MRU
      Holdings, Inc.


590
      Madison Avenue, 13th Floor


New
      York,
      New York 10022


Attention:
      Capital Markets


Telephone:
      (212) 398-1780


Facsimile: (212)
      444-7530





(c)  If
      to the
      Indenture Trustee or the Back-up Administrator, to:




The
      Bank
      of New York Mellon Trust Company, National Association


2
      N.
      LaSalle Street, Suite 1020


Chicago,
      Illinois 60602


Attention:
      Structured Finance


Telephone:
      (312) 827-8500


Facsimile:
      (312) 827-8562





7





(d)  If
      to the
      Owner Trustee, to:




Wilmington
      Trust Company


1100
      North Market Street


Wilmington,
      DE 19890


Attention:
      Corporate Trust Administration - MRU Student Loan Trust 2008-A


Telephone:
      (302) 636-6104


Facsimile:
      (302) 636-4148





(e)  If
      to the
      Depositor, to:




MRU
      ABS
      II LLC


c/o
      MRU
      Holdings, Inc.


590
      Madison Avenue, 13th Floor, Suite 200


New
      York,
      New York 10022


Attention:
      Capital Markets


Telephone:
      (646) 467-9261


Facsimile: (206)
      202-1015





or
      to
      such other address as any party shall have provided to the other parties in
      writing. Any notice required to be in writing hereunder shall be deemed given
      if
      such notice is mailed by certified mail, postage prepaid, or hand-delivered
      to
      the address of such party as provided above.




11.  Amendments .




(a)  This
      Agreement may be amended from time to time by the parties hereto as specified
      in
      this Section, provided that any amendment must be accompanied by the written
      consent of the Indenture Trustee, the Owner Trustee, a majority of the
      outstanding principal amount of the Interested Noteholders, the Back-up
      Administrator and the Certificateholders and an Opinion of Counsel to the
      Indenture Trustee and the Owner Trustee to the effect that such amendment
      complies with the provisions of this Section.




(b)  If
      the
      purpose of the amendment (as detailed therein) is to correct any mistake,
      eliminate any inconsistency, cure any ambiguity or deal with any matter not
      covered (i.e., to give effect to the intent of the parties and, if applicable,
      to the expectations of the Noteholders and Certificateholders), it shall not
      be
      necessary to obtain the consent of the Noteholders or Certificateholders, but
      the Indenture Trustee shall be furnished with a letter from the Rating Agency
      that the amendment will not result in the downgrading or withdrawal of the
      then-current rating assigned to any Note.




(c)  If
      the
      purpose of the amendment is to prevent the imposition of any federal or state
      taxes at any time that any Note is outstanding (i.e., technical in nature),
      it
      shall not be necessary to obtain the consent of any Noteholder or
      Certificateholder, but the Indenture Trustee, the Owner Trustee and the
      Administrative shall be furnished with an Opinion of Counsel from counsel to
      the
      Issuer that such amendment is necessary or helpful to prevent the imposition
      of
      such taxes and is not materially adverse to the Noteholders.




8


(d)  If
      the
      purpose of the amendment is to add or eliminate or change any provision of
      the
      Agreement other than as contemplated in (b) and (c) above, the amendment shall
      require the consent of the Rating Agency and certain Noteholders to the extent
      required by the Indenture; provided, however, that no such amendment shall
      reduce in any manner the amount of, or delay the timing of, payments received
      that are required to be distributed on the Notes without the consent of all
      Noteholders as required by the Indenture.




(e)  It
      shall
      not be necessary to obtain the consent of the Rating Agency to approve the
      particular form of any proposed amendment, but it shall be sufficient if such
      consent approves the substance thereof.




12.  Successors
      and Assigns .
      This
      Agreement may not be assigned by the Administrator unless such assignment is
      previously consented to in writing by the Issuer, the Owner Trustee, certain
      Noteholders as required by the Indenture, the Back-up Administrator, and the
      Indenture Trustee and unless the Rating Agency, after having been given 10
      days’
prior notice of such assignment, shall have declared in writing that such
      assignment will not result in a reduction or withdrawal of the then-current
      rating of the Notes or Certificates. An assignment with such consent and
      satisfaction, if accepted by the assignee, shall bind the assignee hereunder
      in
      the same manner as the Administrator is bound hereunder. Notwithstanding the
      foregoing, this Agreement may be assigned by the Administrator, without the
      consent of the Indenture Trustee, the Issuer, the Depositor or the Owner
      Trustee, to a corporation or other organization that is a successor (by merger,
      consolidation or purchase of assets) to the Administrator; provided that such
      successor organization executes and delivers to the Issuer, the Owner Trustee,
      the Indenture Trustee and the Back-up Administrator an agreement in which such
      corporation or other organization agrees to be bound hereunder in the same
      manner as the Administrator is bound hereunder. Subject to the foregoing, this
      Agreement shall bind any such permitted successors or assigns of the parties
      hereto.




13.  Governing
      Law .
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without giving effect to conflicts of laws provisions
      thereof (other than Section 5-1401 of the New York General Obligations
      Law).




14.  Headings .
      The
      section headings hereof have been inserted for convenience of reference only
      and
      shall not be construed to affect the meaning, construction or effect of this
      Agreement.




15.  Counterparts .
      This
      Agreement may be executed in counterparts, each of which when so executed shall
      together constitute but one and the same agreement.




16.  Severability .
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof and any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.




9


17.  Limitation
      of Liability of Owner Trustee .
      Notwithstanding anything contained herein to the contrary, this instrument
      has
      been executed by Wilmington Trust Company, not in its individual capacity but
      solely in its capacity as Owner Trustee of the Issuer, and in no event shall
      Wilmington Trust Company in its individual capacity or any beneficial owner
      of
      the Issuer have any liability for the representations, warranties, covenants,
      agreements or other obligations of the Issuer hereunder, as to all of which
      recourse shall be had solely to the assets of the Issuer. For all purposes
      of
      this Agreement, in the performance of any duties or obligations of the Issuer
      hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
      of, the terms and provisions of Articles VI, VII and VIII of the Trust
      Agreement.




18.  Third
      Party Beneficiary .
      The
      parties hereto acknowledge that the Noteholders and Certificateholders are
      express third party beneficiaries hereof and are entitled to enforce their
      respective rights hereunder as if actually parties hereto.




19.  No
      Petition .
      The
      parties hereto will not at any time institute against the Issuer any bankruptcy
      proceeding under any United States federal or state bankruptcy or similar law
      in
      connection with any obligations of the Issuer under any Basic Document;
      provided, however, in no event shall this provision prohibit the Indenture
      Trustee from filing a claim in any such proceeding or otherwise participate
      in
      any such proceeding.




20.  Waiver
      of Jury Trial .
      THE
      PARTIES HERETO IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
      LAW, ANY AND ALL RIGHT TO TRIAL BY JURY (BUT NO OTHER JUDICIAL REMEDIES) IN
      ANY
      LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.




21.  Rights,
      Privileges and Immunities . **** Each
      of
      the parties hereto acknowledge and agree that the rights, privileges and
      immunities given to the Indenture Trustee in the Indenture are expressly
      provided to The Bank of New York Mellon Trust Company, National Association
      in
      its capacity as Back-up Administrator and as successor Administrator under
      this
      Agreement.




22.  Removal
      of Back-up Administrator .
      The
      Administrator may terminate this Agreement with respect to the role of the
      Back-up Administrator, provided the Back-up Administrator has not at such time
      been acting as Administrator and provided that the Rating Agency Conditions
      is
      satisfied, whereupon the Back-up Administrator will be removed hereunder with
      no
      replacement and there shall be no further requirement for the role of Back-up
      Administrator to be filled.




10


IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered as of the day and year first above written.







MRU
                STUDENT LOAN TRUST 2008-ABy:Wilmington
                Trust Company, not in its individual
              capacity but solely as Owner TrusteeBy:/s/
                Eric E. OvercashName:
                Eric E. OvercashTitle:
                Assistant Vice PresidentWILMINGTON
                TRUST COMPANY,not
                in its individual capacity but solely asOwner
                TrusteeBy:/s/
                Eric E. OvercashName:
                Eric E. OvercashTitle:
                Assistant Vice PresidentTHE
                BANK OF NEW YORK MELLON TRUST
              COMPANY,
                NATIONAL ASSOCIATION,as
                Indenture Trustee and Back-up AdministratorBy:/s/
                John W. Krenkel, Jr.Name:
                John W. Krenkel, Jr.Title:
                Assistant TreasurerMRU
                HOLDINGS, INC.By:/s/
                Jonathan A. CoblentzName:
                Jonathan A. CoblentzTitle:
                CFO & TreasurerMRU
                ABS II LLCBy:/s/ Jonathan A. CoblentzName:
                Jonathan A. CoblentzTitle:
                Treasurer








EXHIBIT
      A




POWER
      OF
      ATTORNEY







STATE
                OF DELAWARE
            ))COUNTY
                OF NEW CASTLE
            )





KNOW
      ALL
      MEN BY THESE PRESENTS, that MRU Student Loan Trust 2008-A (the “ Issuer ”),
      does
      hereby make, constitute and appoint MRU Holdings, Inc. as administrator under
      the Administration Agreement dated as of July 1, 2008 (the “ Administration
      Agreement ”),
      among
      the Issuer, Wilmington Trust Company, as Owner Trustee, The Bank of New York
      Mellon Trust Company, National Association, as Indenture Trustee and Back-up
      Administrator, MRU ABS II LLC, and MRU Holdings, Inc., as Administrator, as
      the
      same may be amended from time to time, as well as its agents and attorneys,
      as
      Attorney-in-Fact to execute on behalf of the Issuer all such documents, reports,
      filings, instruments, certificates and opinions as it shall be the duty of
      the
      Issuer to prepare, file or deliver pursuant to the Trust Related Agreements,
      including, without limitation, to appear for and represent the Issuer in
      connection with the preparation, filing and audit of federal, state and local
      tax returns pertaining to the Issuer, and with full power to perform any and
      all
      acts associated with such returns and audits that the Issuer could perform,
      including without limitation, the right to distribute and receive confidential
      information, defend and assert positions in response to audits, initiate and
      defend litigation, and to execute waivers of restrictions on assessments of
      deficiencies, consents to the extension of any statutory or regulatory time
      limit, and settlements.




All
      powers of attorney for these purposes heretofore filed or executed by the Issuer
      are hereby revoked.




Capitalized
      terms that are used and not otherwise defined herein shall have the meanings
      ascribed thereto in the Administration Agreement.




EXECUTED
      as of July 10, 2008.




MRU
                STUDENT LOAN TRUST 2008-ABy:WILMINGTON
                TRUST COMPANY, not in
              its individual capacity but solely as Owner TrusteeBy:________________________Name:Title:











SCHEDULE
      A




Duties
      of
      the Issuer or Owner Trustee




Performed
      by the Administrator under the Trust Agreement




(A)
            Filing
                tax returns, reports and forms under Section
                5.04.




(B)
            Furnishing
                documents to the Certificateholders under Section
                7.02.




(C)
            Filing
                a Certificate of Termination of the Trust upon termination pursuant
                to
                Section 9.01.




(D)
            Appointing
                separate trustees under Section
                10.05.




(E)
            Obtaining
                execution by the Certificateholders of any amendment to the Trust
                Agreement thereunder.




Duties
      of
      the Administrator under the Indenture




Providing
      the statements to Noteholders required under Section 8.09.




Providing,
      signing and filing such reports as required by any federal and state securities
      laws.




Providing
      instructions to the Indenture Trustee as required under Sections 8.02, 8.06
      and
      8.08.