MRU Holdings, Inc. and MRU ABS II LLC TRANSFER AND CONTRIBUTION AGREEMENT Dated as of _____ __, 20__Transfer and Contribution Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities • New York
THIS TRANSFER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of _____ __, 20__, 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”).
ContractTrust Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT between MRU ABS II LLC as Depositor and _______________________ as Owner Trustee MRU Student Loan Trust 20__-__ Dated as of _________, 20__
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of MRU ABS II LLC (the “Company”), dated as of March 7, 2008, is entered into by MRU Holdings, Inc., a Delaware corporation, as the sole equity member of the Company (the “Member”), and Kevin P. Burns and Bernard J. Angelo, as the initial Independent Managers (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
ADMINISTRATION AGREEMENTAdministration Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities • New York
This ADMINISTRATION AGREEMENT dated as of ___, 20__ (as amended from time to time, the “Agreement”), among MRU STUDENT LOAN TRUST 20__-__, a Delaware statutory trust (the “Issuer”), ______________, a ____________, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”), ______________, a ______________, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities • New York
This Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the Custodial Agreement, the Loan Acquisition Agreements, the Verification Agent Agreement and the Servicing Agreements shall collectively hereinafter be referred to as the “Basic Documents.”
SERVICING AGREEMENT BETWEEN _____________________________________ ANDServicing Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities
THIS SERVICING AGREEMENT (this “Agreement”) is made as of this __th day of ______, 20__, by and between ____________________________, a ___________________________, having an address at ______________________________ (herein called the “Servicer”), and MRU STUDENT LOAN TRUST 20__-_, having an address at 590 Madison Avenue, 13th Floor New York, New York 10022 (herein called the “Owner”).
MRU ABS II LLC and MRU Student Loan Trust 20__-__ DEPOSIT AGREEMENT Dated as of ____, 20__Deposit Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities • New York
THIS DEPOSIT AGREEMENT (this “Agreement”), dated as of ____, 20__, is made by and between MRU ABS II LLC, a Delaware limited liability company, (“Transferor”) and MRU Student Loan Trust 20__-__, a Delaware statutory trust (“Trust”).
VERIFICATION AGENT AGREEMENT among MRU STUDENT LOAN TRUST 20____, as Issuer as Indenture Trustee and as Verification Agent and MRU HOLDINGS, INC., as Administrator Dated as of ___, 20__Verification Agent Agreement • April 29th, 2008 • Mru Abs Ii LLC • Asset-backed securities • New York
THIS VERIFICATION AGENT AGREEMENT, dated as of ___, 20__ (as amended from time to time, this “Agreement”), among MRU STUDENT LOAN TRUST ____, 20__, a Delaware statutory trust (the “Issuer”), ______________, a ______________, as Indenture Trustee (in such capacity, the “Indenture Trustee”) and as Verification Agent (in such capacity, the “Verification Agent”) and MRU HOLDINGS, INC., a Delaware corporation, as Administrator (the “Administrator”).
