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                                                                   EXHIBIT 10.5

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                            AUCTION AGENT AGREEMENT

                                  by and among

                      [EDUCATION FUNDING CAPITAL TRUST-__]

                                   as Issuer,


                     ______________________________________
                             as Indenture Trustee,

                                      and

               _________________________________________________,
                                as Auction Agent

                             _____________________

                       Dated as of ________________, 20__

                             _____________________

                                  Relating to

                      [Education Funding Capital Trust-__]

                  $_______________ Education Loan Backed Notes
                                 consisting of

                 Education Loan Backed Notes Series 20__ __-__
                 Education Loan Backed Notes Series 20__ __-__
                 Education Loan Backed Notes Series 20__ __-__
                 Education Loan Backed Notes Series 20__ __-__
                 Education Loan Backed Notes Series 20__ __-__


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                               TABLE OF CONTENTS

                                                                  Page
                                                                  ----

SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION ...............    1
   1.1 Terms Defined by Reference to Indenture .................    1
   1.2 Terms Defined Herein ....................................    1
   1.3 Rules of Construction ...................................    3

SECTION 2. THE AUCTION .........................................    3
   2.1 Interest Rate on Auction Rate Notes; Incorporation by
       Reference of Auction Procedures and Settlement Procedures    3
   2.2 Preparation of Each Auction; Maintenance of Existing
       Owner Registry ..........................................    4
   2.3 All Hold Rate, Maximum Rate, Net Loan Rate, Applicable
       LIBOR Rate ..............................................    6
   2.4 Auction Schedule ........................................    7
   2.5 Changes in Auction Periods or Auction Date ..............    8
   2.6 Notice of Fee Rate Change ...............................    9
   2.7 Notices to Existing Owners ..............................    9
   2.8 Payment Default .........................................    9
   2.9 Broker-Dealers ..........................................    9
   2.10Access to and Maintenance of Auction Records ............    9

SECTION 3. TERM OF AGREEMENT ...................................   11

SECTION 4. INDENTURE TRUSTEE ...................................   11

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE INDENTURE
TRUSTEE ........................................................   12

SECTION 6. THE AUCTION AGENT ...................................   12
   6.1 Duties and Responsibilities .............................   12
   6.2 Rights of the Auction Agent .............................   13
   6.3 Auction Agent's Disclaimer ..............................   13
   6.4 Compensation, Remedies and Indemnification ..............   13
   6.5 Compensation of the Broker-Dealers ......................   14

SECTION 7. MISCELLANEOUS .......................................   15
   7.1 Governing Law ...........................................   15
   7.2 Communications ..........................................   15
   7.3 Entire Agreement ........................................   16
   7.4 Benefits ................................................   16
   7.5 Amendment; Waiver .......................................   17
   7.6 Successors and Assigns ..................................   17
   7.7 Severability ............................................   17
   7.8 Execution in Counterparts ...............................   17

                                       -i-

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Exhibits
--------

Exhibit A        --        List of Initial Broker-Dealers
Exhibit B        --        Notice of Ratings
Exhibit C        --        Notice of Notes Outstanding
Exhibit D        --        Notice of Fee Rate Change
Exhibit E        --        Notice of a Payment Default
Exhibit F        --        Settlement Procedures
Exhibit G        --        Notice of Continuation of Auction Period
Exhibit H        --        Notice of Interest Rate

                                      -ii-

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     THIS AUCTION AGENT AGREEMENT, dated as of _____________, 20__ (this
"Auction Agent Agreement"), is being entered into by and among [EDUCATION
FUNDING CAPITAL TRUST-__], a Delaware statutory trust (together with any
successors or assigns, the "Issuer"), _____________________, an ______ banking
corporation, as Indenture Trustee (together with any successors or assigns, the
"Indenture Trustee") under a certain Indenture of Trust, as hereinafter defined
and described, and ______________________________, a _____________ banking
corporation (together with its successors and assigns, the "Auction Agent"),
acting not in its individual capacity but solely as agent for the Issuer.

                              W I T N E S S E T H:

     WHEREAS, the Issuer proposes to cause the Indenture Trustee to authenticate
and deliver $_________________ aggregate principal amount of its Education Loan
Backed Notes, in ________ Series designated Education Loan Backed Notes, Series
20__ __-__ (the "Series 20__ __-__ Notes"), Education Loan Backed Notes, Series
20__ __-__ (the "Series 20__ __-__ Notes"), Education Loan Backed Notes, Series
20__ __-__ (the "Series 20__ __-__ Notes"), Education Loan Backed Notes, Series
20__ __-__ (the "Series 20__ __-__ Notes"), and Education Loan Backed Notes,
Series 20__ __-__ (the "Series 20__ __-__ Notes" and, together with the Series
20__ __-__ Notes, the Series 20__ __-__ Notes, the Series 20__ __-__ Notes, the
"Auction Rate Notes"). The Auction Rate Notes are being issued under an
Indenture of Trust dated as of _______________, 20__ (the "Indenture"); and

     WHEREAS, pursuant to Appendix B to the Indenture, the Auction Agent has
been appointed to act in the capacities set forth in this Auction Agent
Agreement; and

     WHEREAS, the Indenture Trustee is entering into this Auction Agent
Agreement at the direction of the Issuer pursuant to the terms of the Indenture;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Issuer, the Indenture Trustee and the Auction Agent agree
as follows:

     Section 1.         Definitions and Rules of Construction.

             1.1        Terms Defined by Reference to Indenture. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
such terms in the Indenture.

             1.2        Terms Defined Herein. As used herein and in the
Settlement Procedures (as defined below), the following terms shall have the
following meanings, unless the context otherwise requires:

             "Auction" shall have the meaning specified in Section 2.1 hereof.

             "Auction Agent Fee" shall have meaning specified in Section 6.4(a)
hereof.

             "Auction Procedures" shall mean the provisions that are set forth
in Section 2.02 of Appendix B to the Indenture.

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             "Authorized Auction Agent Officer" shall mean, with respect to the
Auction Agent, each Managing Director, Vice President, Assistant Vice President
and Associate of the Auction Agent and every other officer of the Auction Agent
assigned to its Corporate Trust and Agency Group and every other officer or
employee of the Auction Agent designated as an "Authorized Auction Agent
Officer" for purposes hereof in a communication to the Indenture Trustee and the
Issuer.

             "Authorized Issuer Officer" shall mean, with respect to the Issuer,
means any vice president, trust officer or other officer of the Co-Owner Trustee
authorized to sign the document or take the action in question and every other
officer or employee of the Issuer designated as an "Authorized Issuer Officer"
for purposes hereof in a communication to the Indenture Trustee and the Auction
Agent.

             "Authorized Trustee Representative" shall mean each vice president,
assistant vice president or trust officer in the corporate trust department of
the Indenture Trustee and every other officer or employee of the Indenture
Trustee designated as an "Authorized Trustee Representative" for purposes hereof
in a written communication to the Auction Agent and the Issuer.

             "Broker-Dealer" shall mean, with respect to each Series of Auction
Rate Notes, a Person listed as a Broker-Dealer for such Series on Exhibit A
hereto, as such Exhibit A may be amended from time to time.

             "Broker-Dealer Agreements" shall mean each agreement between the
Auction Agent and a Broker-Dealer substantially in the form of the Broker-Dealer
Agreements dated as of ____________, 20__ between the Auction Agent and each of
__________________ and __________________.

             "Broker-Dealer Fee" shall have the meaning specified in Section
6.5(a) hereof.

             "Broker-Dealer Fee Rate" shall have the meaning specified in
Section 6.5(b) hereof.

             "Existing Owner Registry" shall mean the register maintained by the
Auction Agent pursuant to Section 2.2 hereof.

             "Notice of Failure to Deliver or Make Payment" shall mean a notice
substantially in the form of Exhibit D to the Broker-Dealer Agreement.

             "Notice of Fee Rate Change" shall mean a notice substantially in
the form of Exhibit D hereof.

             "Notice of Payment Default" shall mean a notice substantially in
the form of Exhibit E hereto.

             "Notice of Ratings" shall mean a notice substantially in the form
of Exhibit B hereto.

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             "Notice of Notes Outstanding" shall mean a notice substantially in
the form of Exhibit C hereto.

             "Notice of Transfer" shall mean a notice substantially in the form
of Exhibit C to the Broker-Dealer Agreement.

             "Participant" shall mean a member of, or participant in, the
Securities Depository.

             "Settlement Procedures" shall mean the Settlement Procedures
attached as Exhibit F hereto.

             1.3        Rules of Construction. Unless the context or use
indicates another or different meaning or intent, the following rules shall
apply to the construction of this Auction Agent Agreement:

             (a)        Words importing the singular number shall include the
     plural number and vice versa.

             (b)        The captions and headings herein are solely for
     convenience of reference and shall not constitute a part of this Auction
     Agent Agreement nor shall they affect its meaning, construction or effect.

             (c)        The words "hereof," "herein," "hereto" and other words
     of similar import refer to this Auction Agent Agreement as a whole.

             (d)        All references herein to a particular time of day shall
     be to New York City time.

             (e)        The rights and duties of the Indenture Trustee, the
     Auction Agent and the Issuer under this Auction Agent Agreement shall apply
     to each Series of the Auction Rate Notes, but separately in each case.
     References to "Auction Rate Notes" shall, unless the context clearly
     contemplates a reference to all the Auction Rate Notes, be deemed to refer
     only to a particular Series of Auction Rate Notes.

     Section 2.         The Auction.

             2.1        Interest Rate on Auction Rate Notes; Incorporation by
Reference of Auction Procedures and Settlement Procedures.

             (a)        During the Initial Period, each Series of the Auction
     Rate Notes shall bear interest at the Initial Rate for such Series.
     Thereafter, the Auction Rate Notes shall bear interest at the Auction Note
     Interest Rate based on an Interest Period that shall be an Auction Period.
     The Auction Note Interest Rate on each Series of the Auction Rate Notes for
     each Auction Period shall be the least of (i) the Net Loan Rate, (ii) the
     Auction Rate determined in accordance with the Auction Procedures, and
     (iii) the Maximum Rate. Pursuant to Section 2.02(e) of Appendix B to the
     Indenture, the Issuer has duly appointed ________________________ as
     Auction Agent for purposes of the Auction Procedures

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     and to perform such other obligations and duties as are herein set forth.
     ______________________________ hereby accepts such appointment and agrees
     that, on each Auction Date, it shall follow the procedures set forth in
     this Section 2 and the Auction Procedures for the purpose of, among other
     things, determining the Auction Rate, and ultimately the Auction Note
     Interest Rate for each Series of the Auction Rate Notes for each Auction
     Period other than the Initial Period. Each periodic operation of such
     procedures is hereinafter referred to as an "Auction."

             (b)        All of the provisions contained in the Auction
     Procedures and the Settlement Procedures are incorporated herein by
     reference in their entirety and shall be deemed to be a part hereof to the
     same extent as if such provisions were fully set forth herein.

             2.2        Preparation of Each Auction; Maintenance of Existing
Owner Registry.

             (a)        A list of Broker-Dealers (showing ____________________
     as the initial Broker-Dealer for _________________________________________
     __________________________________ Notes) is attached as Exhibit A to this
     Auction Agent Agreement. Not later than seven days prior to any Auction
     Date for which any change in such list of Broker-Dealers is to be
     effective, the Indenture Trustee, at the direction of an Authorized Issuer
     Officer, will notify the Auction Agent in writing of such change and, if
     any such change is the addition of a Broker-Dealer to such list, shall
     cause to be delivered to the Auction Agent for execution by the Auction
     Agent a Broker-Dealer Agreement manually signed by such Broker-Dealer. The
     Auction Agent shall have entered into a Broker-Dealer Agreement with each
     Broker-Dealer prior to the participation of any such Broker-Dealer in any
     Auction.

              (b)       In the event that any day that is scheduled to be an
     Auction Date shall be changed after the Auction Agent shall have given the
     notice of such Auction Date pursuant to clause (vii) of paragraph (a) of
     the Settlement Procedures, the Auction Agent, by such means as the Auction
     Agent deems practicable, shall give notice of such change to the
     Broker-Dealers not later than the earlier of 9:15 a.m. on the new Auction
     Date and 9:15 a.m. on the old Auction Date.

              (c)       (i)     The Auction Agent shall maintain a current
     registry of Persons that are Broker-Dealers, compiled initially on the
     Closing Date as described below, and that hold Auction Rate Notes, for
     purposes of dealing with the Auction Agent in connection with an Auction
     (such registry being herein called the "Existing Owner Registry"). Such
     Persons shall constitute the "Existing Owners" for purposes of dealing with
     the Auction Agent in connection with an Auction. The Auction Agent shall
     indicate in the Existing Owner Registry for each Existing Owner the
     identity of the Broker-Dealer that submitted the most recent Order in any
     Auction that resulted in such Existing Owner continuing to hold or
     purchasing the Auction Rate Notes. Pursuant to the Broker-Dealer
     Agreements, ________________ and _____________________, as the initial
     Broker-Dealers, have agreed to provide to the Auction Agent on the Closing
     Date the names and

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     addresses of the Persons who are to be initially listed on the Existing
     Owner Registry as constituting the initial Existing Owners of Auction Rate
     Notes of the applicable Series for purposes of dealing with the Auction
     Agent in connection with an Auction. The Auction Agent may rely upon, as
     evidence of the identities of the Existing Owners, such lists, the results
     of each Auction and notices from any Existing Owner, Participant of any
     Existing Owner or Broker-Dealer of any Existing Owner as described in
     Section 2.2(c)(iii) hereof.

              (ii)      The Indenture Trustee shall notify the Auction Agent in
     writing when any notice of redemption of Auction Rate Notes is sent to the
     Securities Depository as the Holder of Auction Rate Notes not later than
     11:00 a.m. on the date such notice is sent. Such notice with respect to a
     redemption shall be substantially in the form of Exhibit C hereto. In the
     event the Auction Agent receives from the Indenture Trustee written notice
     of any partial redemption of any Auction Rate Notes, the Auction Agent
     shall request the Securities Depository to notify the Auction Agent of the
     Participants whose Auction Rate Notes have been called for redemption and
     the person or department at such Participant to contact regarding such
     redemption and, within two Business Days after the receipt by the Auction
     Agent of such information, the Auction Agent shall request each Participant
     to disclose to the Auction Agent (upon selection by such Participant of the
     Existing Owners whose Auction Rate Notes are to be redeemed) the aggregate
     principal amount of such Auction Rate Notes of each such Existing Owner, if
     any, that are to be redeemed. In the absence of receiving any such
     information with respect to any Existing Owner from such Existing Owner's
     Participant or otherwise, the Auction Agent may continue to treat such
     Existing Owner as the beneficial owner of the principal amount of Auction
     Rate Notes shown in the Existing Owner Registry.

              (iii)      The Auction Agent shall be required to register in the
     Existing Owner Registry a transfer of Auction Rate Notes from an Existing
     Owner to another Person only if such transfer is made to a Person through a
     Broker-Dealer and if (A) such transfer is pursuant to an Auction or (B) the
     Auction Agent has been notified in writing (1) in a notice substantially in
     the form of a Notice of Transfer by such Existing Owner, by the Participant
     of such Existing Owner or by the Broker-Dealer of such Existing Owner of
     such transfer, or (2) in a notice substantially in the form of a Notice of
     Failure to Deliver or Make Payment by the Broker-Dealer of any Person that
     purchased or sold Auction Rate Notes in an Auction of the failure of such
     Auction Rate Notes to be transferred as a result of the Auction. The
     Auction Agent is not required to accept any Notice of Transfer or Notice of
     Failure to Deliver or Make Payment delivered prior to an Auction unless it
     is received by the Auction Agent by 3:00 p.m. on the Business Day next
     preceding the applicable Auction Date.

     (d)        The Auction Agent may request that the Broker-Dealers, as set
forth in the Broker-Dealer Agreements, provide the Auction Agent with the
aggregate principal amount of Auction Rate Notes held by such Broker-Dealers
for purposes of the Existing

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Owner Registry. Except as permitted by Section 2.10 hereof, the Auction Agent
shall keep confidential any such information and shall not disclose any such
information so provided to any Person other than the relevant Broker-Dealer, the
Issuer and the Indenture Trustee, provided that the Auction Agent reserves the
right to disclose any such information if it is advised by its counsel that its
failure to do so would be unlawful or if failure to do so would expose the
Auction Agent to loss, liability, claim or damages for which the Auction Agent
shall not previously have been adequately indemnified.

     (e)     The Auction Agent shall send by telecopy or other means a copy
of any Notice of Notes Outstanding received from the Indenture Trustee to each
Broker-Dealer in accordance with Section 4.3 of the applicable Broker-Dealer
Agreement.

     2.3     All Hold Rate, Maximum Rate, Net Loan Rate, Applicable LIBOR Rate.

     (a)     On each Auction Date, the Auction Agent shall determine the All
Hold Rate, the Maximum Rate and the Applicable LIBOR Rate. The components of the
Net Loan Rate with respect to each Auction Date shall be determined by the
Administrator and communicated in writing to the Auction Agent in accordance
with the Indenture. Not later than 9:30 a.m. on each Auction Date, the Auction
Agent shall notify the Indenture Trustee and the Broker-Dealers of the All Hold
Rate, the Maximum Rate, the Net Loan Rate and the Applicable LIBOR Rate so
determined. On the Closing Date, the Issuer shall give written notice to the
Auction Agent of the initial ratings on the Auction Rate Notes by each Rating
Agency substantially in the form of the Notice of Ratings. Thereafter, if there
is a change in any of such ratings, the Issuer shall give written notice to the
Auction Agent substantially in the form of the Notice of Ratings within three
Business Days of its receipt of notice of such change, but not later than the
close of business on the Business Day immediately preceding an Auction Date if
the Issuer has received written notice of such change in a rating or ratings
prior to 12:00 noon on such Business Day, and the Auction Agent shall take into
account such change in rating or ratings for purposes hereof and any Auction so
long as such Notice of Ratings is received by the Auction Agent no later than
the close of business on such Business Day. In determining the Maximum Rate and
All-Hold Rate on any Auction Date, the Auction Agent shall be entitled to rely
on the Applicable LIBOR Rate of which it has most recently received notice.

     (b)     (i)        If, on any Auction Date for an Auction Period, an
     Auction is not held for any reason, then the Auction Note Interest Rate for
     the next succeeding Auction Period shall be the lesser of the Net Loan Rate
     and the Maximum Rate.

             (ii)       If the ownership of the Auction Rate Notes is no longer
     maintained in Book-entry Form by the Securities Depository, no further
     Auctions shall be held and the Auction Note Interest Rate for each Interest
     Period commencing after the delivery of certificated Notes pursuant to
     Section 1.01(g) of the Indenture shall equal the lesser of (A) the
     applicable Maximum Rate and (B) the Net Loan Rate in effect for such
     Interest Period as determined by the Indenture Trustee on

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     the Business Day immediately preceding the first day of such subsequent
     Interest Period.

             (iii)      If a Payment Default shall have occurred with respect
     to a Series of Auction Rate Notes, the Auction Note Interest Rate with
     respect to such Series for each Interest Period commencing on or
     immediately after the occurrence of such Payment Default, and for each
     Interest Period thereafter, to and including the Interest Period, if any,
     during which, or commencing less than two Business Days after, such Payment
     Default is cured, shall equal the Non-Payment Rate, as determined by the
     Indenture Trustee on the first day of such Interest Period as provided in
     Appendix B to the Indenture. The Interest Rate for each Interest Period
     commencing at least two Business Days after any cure or waiver of a Payment
     Default shall be determined through implementation of the Auction
     Procedures.

     2.4     Auction Schedule. The Auction Agent shall conduct Auctions for
the Auction Rate Notes on the Auction Date in accordance with the schedule set
forth below. Such schedule may be changed by the Auction Agent with the consent
of the Indenture Trustee and the Market Agent, which consents are not to be
unreasonably withheld or delayed. Notice of such a change must be given prior to
the close of business on the Business Day preceding the first Auction Date on
which such change shall be effective.

Time                             Event

By 9:30 a.m.                    Auction Agent advises the Indenture Trustee and
                                the Broker-Dealers of the Maximum Rate, the Net
                                Loan Rate, the All Hold Rate, and the Applicable
                                LIBOR Rate to be used in determining the Auction
                                Rate under the Auction Procedures and the
                                Auction Agent Agreement.


9:30 a.m.-1:00 p.m.             Auction Agent assembles information communicated
                                to it by Broker-Dealers as provided in the
                                Auction Procedures. Submission Deadline is 1:00
                                p.m.

Not earlier than 1:00 p.m.      Auction Agent makes determinations pursuant to
                                Section 2.02(a)(iii) of Appendix B to the
                                Indenture.

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Not later than 3:00 p.m.        Auction Agent advises the Indenture Trustee and
                                the Broker-Dealers of the results of the Auction
                                as provided in Section 2.02(a)(iii)(B) and (C)
                                of Appendix B to the Indenture. Submitted Bids
                                and Submitted Sell Orders are accepted and
                                rejected in whole or in part and principal
                                amounts of Auction Rate Notes are allocated as
                                provided in the Auction Procedures. Auction
                                Agent gives notice of Auction results as set
                                forth in Section 2.4(a) of the Broker-Dealer
                                Agreement.

        The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.

             2.5        Changes in Auction Periods or Auction Date.

             (a)        Changes in Auction Period or Periods.

                        (i)     The Auction Agent shall deliver any notice
             delivered to it pursuant to Section 2.02(g)(i) of Appendix B to the
             Indenture to the Existing Owners within two Business Days of its
             receipt thereof.

                        (ii)    The Auction Agent shall deliver any Issuer
             Certificate delivered to it pursuant to Section 2.02(g)(iii) of
             Appendix B to the Indenture to the Broker-Dealers not later than
             3:00 p.m. on the last Business Day preceding the next Auction Date
             by telecopy or similar means.

                        (iii)   If, after delivery to the Auction Agent of
             the notice referred to in Section 2.02(g)(i) of Appendix B to the
             Indenture, the Auction Agent fails to receive the Issuer
             Certificate and the Market Agent consent referred to in Section
             2.02(g)(iii) of Appendix B to the Indenture by 11:00 a.m. on the
             last Business Day preceding the next Auction Date, the Auction
             Agent shall deliver a notice of such failure in substantially the
             form of Exhibit G hereto to the Broker-Dealers not later than 3:00
             p.m. on such Business Day by telecopy or other similar means.

                        (iv)    If, after delivery to the Auction Agent of
             the notice referred to in the Section 2.02(g)(i) of Appendix B to
             the Indenture and the certificate referred to in Section
             2.02(g)(iii) of Appendix B to the Indenture, Sufficient Bids are
             not received by the Auction Agent by the Submission Deadline, the
             Auction Agent shall notify the Broker-Dealers not later than 3:00
             p.m. on such Auction Date by telephone confirmed in writing in
             substantially the form of Exhibit H hereto the next Business Day.

             (b)        Changes in Auction Date. The Auction Agent shall deliver
     any notice delivered to it pursuant to Section 2.02(h) of Appendix B to the
     Indenture to the Broker-Dealers within three Business Days of its receipt
     thereof.
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             2.6        Notice of Fee Rate Change. If the Broker-Dealer Fee Rate
is changed pursuant to the provisions of Section 6.5(b) hereof, the Auction
Agent shall deliver a Notice of Fee Rate Change (i) to the Indenture Trustee
with respect to a change in the Broker-Dealer Fee Rate and (ii) to the
Broker-Dealers with respect to a change in the Broker-Dealer Fee Rate, in each
case within two Business Days of such change.

             2.7        Notices to Existing Owners. The Auction Agent shall be
entitled to rely upon the address of each Broker-Dealer as provided in Section
4.3 of the applicable Broker-Dealer Agreement in connection with any notice to
each Broker-Dealer, as an Existing Owner, required to be given by the Auction
Agent.

             2.8        Payment Default.

             (a)        After delivery by the Indenture Trustee to the Auction
     Agent of a notice that a Payment  Default shall have occurred,  the Auction
     Agent shall, on the Business Day following its receipt of the same, deliver
     a Notice of Payment  Default to the  Broker-Dealers  by  telecopy  or other
     similar means.

             (b)        The Auction Agent shall deliver a copy of any notice
     received by it from the Indenture Trustee to the effect that a Payment
     Default has been cured to the Broker-Dealers on the Business Day following
     its receipt of the same by telecopy or other similar means.

             2.9      Broker-Dealers.

             (a)        If the Auction Agent is provided with a copy of a
     Broker-Dealer Agreement, which has been manually signed, with any Person
     listed on Exhibit A hereto to which the Indenture Trustee, at the direction
     of an Authorized Issuer Officer, shall have consented, it shall enter into
     such Broker-Dealer Agreement with such Person. The Issuer hereby directs
     the Indenture Trustee to consent to _______________________ and
     ______________________ as the initial Broker-Dealers.

             (b)        The Auction Agent may, at the written direction of an
     Authorized Issuer Officer and with the approval of _______________________
     and _______________________, so long as _______________________ and
     _______________________ are acting as Broker-Dealers, enter into a
     Broker-Dealer Agreement with any other Person who requests to be selected
     to act as a Broker-Dealer. The Auction Agent shall have entered into a
     Broker-Dealer Agreement with each Broker-Dealer prior to the participation
     of any such Broker-Dealer in any Auction.

             (c)        The Auction Agent shall terminate any Broker-Dealer
     Agreement as set forth therein at the direction of an Authorized Issuer
     Officer.

             2.10       Access to and Maintenance of Auction Records. The
Auction Agent shall afford to the Indenture Trustee, the Issuer and their
respective agents, independent public accountants and counsel access, at
reasonable times during normal business hours, to review and make extracts or
copies (at no cost to the Auction Agent) of all books, records, documents and

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other information concerning the conduct and results of Auctions, provided that
any such agent, accountant or counsel shall furnish the Auction Agent with a
letter from the Indenture Trustee or the Issuer requesting that the Auction
Agent afford such Person access. For purposes of this Section 2.10, the
Broker-Dealers shall not be considered to be agents of the Indenture Trustee or
the Issuer. The Auction Agent shall maintain records relating to any Auction for
a period of two years after such Auction (or for such longer period requested in
writing by the Indenture Trustee or the Issuer, not to exceed four years after
each Auction), and such records shall, in reasonable detail, accurately and
fairly reflect the actions taken by the Auction Agent hereunder. At the end of
such period, the Auction Agent shall deliver such records to the Indenture
Trustee, if so requested in writing. The Indenture Trustee and the Issuer agree
to keep any information regarding the conduct and results of the Auctions,
including, without limitation, information regarding customers of any
Broker-Dealer, received from the Auction Agent in connection with this Auction
Agent Agreement confidential and shall not disclose such information or permit
the disclosure of such information without the prior written consent of the
applicable Broker-Dealer to anyone except such agent, accountant or counsel
engaged to audit or review the results of Auctions as permitted by this Section
2.10. Any such agent, accountant or counsel, before having access to such
information, shall agree to keep such information confidential and not to
disclose such information or permit disclosure of such information without the
prior written consent of the applicable Broker-Dealer, except as may otherwise
be required by law.

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<PAGE>

     Section 3.         Term of Agreement.

             (a)        This Auction Agent Agreement shall terminate on the
     earlier to occur of (i) the satisfaction and discharge of the Indenture
     with respect to the Auction Rate Notes or this Auction Agent Agreement and
     (ii) the date on which this Auction Agent Agreement is terminated in
     accordance with this Section 3. The Indenture Trustee may terminate this
     Auction Agent Agreement in accordance with Section 2.02(e)(i) of Appendix B
     to the Indenture. The Auction Agent may terminate this Auction Agent
     Agreement upon written notice to the Indenture Trustee, the Issuer and each
     Broker-Dealer on the date specified in such notice, which date shall be no
     earlier than 90 days after the date of delivery of such notice.
     Notwithstanding the foregoing, the provisions of Section 2 hereof shall
     terminate upon the delivery of certificates representing Auction Rate Notes
     pursuant to the Indenture. Notwithstanding the foregoing, the Auction Agent
     may terminate this Agreement without further notice if, within 25 days
     after notifying in writing the Indenture Trustee, the Issuer and each
     Broker-Dealer that it has not received payment of any Auction Agent Fee due
     it in accordance with the terms hereof, the Auction Agent does not receive
     such payment. Any resignation of the Auction Agent or termination of this
     Auction Agent Agreement, other than as described in the preceding sentence
     of this paragraph, shall not become effective until a successor Auction
     Agent has been appointed and acceptance of such appointment by such
     successor Auction Agent. The Issuer and the Indenture Trustee agree to
     diligently proceed to appoint a successor Auction Agent. However, if a
     successor Auction Agent shall not have been appointed within 60 days from
     the date of such notice of resignation, the resigning Auction Agent may
     petition any court of competent jurisdiction for the appointment of a
     successor Auction Agent.

             (b)        Except as otherwise provided in this Section 3(b), the
     respective rights and duties of the Indenture Trustee, the Issuer and the
     Auction Agent under this Auction Agent Agreement shall cease upon
     termination of this Auction Agent Agreement. The Indenture Trustee's
     representations and warranties to the Auction Agent under Section 5 hereof,
     the Issuer's obligations to the Auction Agent under Section 6.4 hereof and
     to the Broker-Dealers under Section 6.5 hereof, and the Auction Agent's
     obligations under Section 2.10 hereof shall survive the termination of this
     Auction Agent Agreement subject to Section 4 hereof. Upon termination of
     this Auction Agent Agreement, the Auction Agent shall, upon written
     request, promptly deliver to the Indenture Trustee copies of all books and
     records maintained by it with respect to Auction Rate Notes in connection
     with its duties hereunder.

     Section 4.         Indenture Trustee. All privileges, rights and immunities
given to the Indenture Trustee in the Indenture are hereby extended to and
applicable to the Indenture Trustee's obligations hereunder.

                                    11 of 17

<PAGE>

     Section 5.         Representations and Warranties of the Indenture Trustee.
The Indenture Trustee hereby represents and warrants to the Auction Agent and
the Issuer as follows:

             5.1        The Indenture Trustee (i) has been duly incorporated
and is validly existing and in good standing as a banking corporation under the
laws of Ohio, and (ii) has all necessary authority, approvals, consents (whether
from the Issuer or otherwise) to enter into and perform its obligations under
this Auction Agent Agreement. This Auction Agent Agreement has been duly and
validly authorized, executed and delivered by the Indenture Trustee and
constitutes the legal, valid, binding and enforceable obligation of the
Indenture Trustee.

             5.2        Neither the execution, delivery and performance of this
Auction Agent Agreement, the consummation of the transactions contemplated
hereby nor the fulfillment of or compliance with the terms and conditions of
this Auction Agent Agreement will conflict with, violate or result in a breach
of, the terms, conditions or provisions of, or constitute a default under, any
law or regulation, any order or decree of any court or public authority having
jurisdiction over the Indenture Trustee, or any mortgage, indenture, contract,
agreement or undertaking to which the Indenture Trustee is a party or by which
it is bound, or the organizational documents pursuant to which the Indenture
Trustee has been created and under which it is operating.

             5.3        All approvals, consents and orders of any governmental
authority, legislative body, board, agency or commission having jurisdiction
over the Indenture Trustee that would constitute a condition precedent to or the
absence of which would materially adversely affect the due performance by the
Indenture Trustee of its obligations under this Auction Agent Agreement have
been obtained.

     Section 6.         The Auction Agent.

             6.1        Duties and Responsibilities.

             (a)        The Auction Agent is acting solely as agent of the
     Issuer and owes no fiduciary duties to any Person by reason of this Auction
     Agent Agreement. The Auction Agent undertakes to perform such duties and
     only such duties as are specifically set forth in this Auction Agent
     Agreement, and no implied covenants or obligations shall be read into this
     Auction Agent Agreement by means of the provisions of the Indenture or
     otherwise against the Auction Agent.

             (b)        In the absence of bad faith or negligence on its part,
     the Auction Agent shall not be liable for any action taken, suffered or
     omitted or for any error of judgment made by it in the performance of its
     duties under this Auction Agent Agreement. The Auction Agent shall not be
     liable for any error of judgment made in good faith unless the Auction
     Agent shall have been negligent in ascertaining the pertinent facts.

             (c)        The Auction Agent shall not agree to any amendment to a
     Broker-Dealer Agreement without the prior written consent of the Issuer,
     which consent shall not be unreasonably withheld.

                                    12 of 17

<PAGE>

             6.2        Rights of the Auction Agent.

             (a)        The Auction Agent may rely and shall be protected in
             acting or refraining from acting upon any communication authorized
             hereby and upon any written instruction, notice, request,
             direction, consent, report, certificate, form of note certificate
             or other instrument, paper or document believed by it to be
             genuine. The Auction Agent shall not be liable for acting upon any
             telephone communication authorized hereby that the Auction Agent
             believes in good faith to have been given by the Issuer, the
             Indenture Trustee or by a Broker-Dealer. The Auction Agent may
             record telephone communications with the Issuer, the Indenture
             Trustee or with Broker-Dealers or with any of the foregoing.

             (b)        The Auction Agent may consult with counsel of its
             choice, and the advice or opinion of such counsel shall be full and
             complete authorization and protection in respect of any action
             taken, suffered or omitted by it hereunder in good faith and in
             reliance thereon.

             (c)        The Auction Agent shall not be required to advance,
             expend or risk its own funds or otherwise incur or become exposed
             to financial liability in the performance of its duties hereunder.

             (d)        The Auction Agent may perform its duties and exercise
             its rights hereunder either directly or by or through agents,
             attorneys, nominees or custodians and shall not be responsible for
             any misconduct or negligence on the part of any agent or attorney
             appointed by it with due care hereunder.

             6.3        Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the correctness of the recitals in this Auction Agent
Agreement or the Broker-Dealer Agreement with respect to other parties thereto
or the validity or adequacy of the Auction Rate Notes.

             6.4      Compensation, Remedies and Indemnification.

             (a)        With respect to each Series of the Auction Rate Notes,
     not later than 12:00 noon on each Monthly Expense Payment Date, the Issuer
     shall direct the Indenture Trustee pay to the Auction Agent, pursuant to
     the Indenture and solely from moneys available therefor in the Distribution
     Account or Collection Account, a fee (the "Auction Agent Fee") in cash
     equal to the product of (i) ___% times (ii) a fraction, the numerator of
     which is the number of days since the later of the Closing Date or the date
     the Auction Agent Fee was last paid and the denominator of which is 360,
     times (iii) the aggregate principal amount of Auction Rate Notes of such
     Series outstanding since the later of the Closing Date or the date the
     Auction Agent Fee was last paid. The Auction Agent shall advise the Issuer
     of the amount referred to in the preceding sentence not later than 4:00
     p.m. at least two Business Days preceding such Monthly Expense Payment
     Date.

             (b)        The Indenture Trustee shall reimburse the Auction Agent
     upon its request for all reasonable expenses, disbursements and advances
     incurred or made by the Auction

                                    13 of 17

<PAGE>

     Agent in accordance with any provision of this Auction Agent Agreement or
     the Broker-Dealer Agreements (including the reasonable compensation and
     expenses and disbursements of its agents and counsel) from amounts
     available therefor in the Distribution Account or Collection Account. To
     the extent permitted by law and limited to amounts in the Trust Estate
     created by the Indenture, the Issuer shall indemnify and hold harmless the
     Auction Agent for and against any loss, liability or expense incurred
     without negligence or willful misconduct on the Auction Agent's part,
     arising out of or in connection with the acceptance or administration of
     its agency under this Auction Agent Agreement and the Broker-Dealer
     Agreements, including the reasonable costs and expenses (including the
     reasonable fees and expenses of its counsel) of defending itself against
     any such claim or liability in connection with its exercise or performance
     of any of its duties hereunder and thereunder and of enforcing this
     indemnification provision; provided that the Issuer shall not indemnify the
     Auction Agent pursuant to this Section 6.4(b) for any fees and expenses
     incurred by the Auction Agent in the normal course of performing its duties
     hereunder and under the Broker-Dealer Agreements, such fees and expenses
     being payable as provided in Section 6.4(a) above.

             (c)        The provisions of Sections 6.4(a) shall be subject to
     fee arrangements between the parties in effect from time to time.

             6.5      Compensation of the Broker-Dealers.

             (a)        With respect to each Series of the Auction Rate Notes,
     not later than 12:00 noon on each Monthly Expense Payment Date, the Issuer
     shall direct the Indenture Trustee pay to the Auction Agent, pursuant to
     the Indenture and solely from moneys available therefor in the Distribution
     Account or Collection Account, a fee (the "Broker-Dealer Fee") in cash
     equal to the product of (i) the Broker-Dealer Fee Rate times (ii) a
     fraction, the numerator of which is the number of days since the later of
     the Closing Date or the date the Broker-Dealer Fee was last paid and the
     denominator of which is 360, times (iii) the aggregate principal amount of
     Auction Rate Notes of such Series outstanding since the later of the
     Closing Date or the date the Broker-Dealer Fee was last paid. The Auction
     Agent shall advise the Issuer of the amount referred to in the preceding
     sentence not later than 4:00 p.m. at least two Business Days preceding such
     Monthly Expense Payment Date. The Auction Agent shall apply such monies as
     set forth in Section 2.5 of the Broker-Dealer Agreements.

             (b)        After retaining an amount equal to the Auction Agent Fee
     as provided in Section 6.4 above, the Auction Agent shall pay the
     Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts
     received by the Auction Agent pursuant to Appendix B to the Indenture. The
     Auction Agent shall advise the Issuer at least annually, at the request of
     an Authorized Issuer Officer, of the prevailing rate. The Broker-Dealer Fee
     Rate may be adjusted from time to time with the approval of an Authorized
     Issuer Officer upon a written request of the Auction Agent or a
     Broker-Dealer, delivered to the Indenture Trustee and the Issuer. The
     initial Broker-Dealer Fee Rate shall be ___% per annum. If the
     Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the Auction
     Agent shall notify the Indenture Trustee thereof as provided in Section 2.6

                                    14 of 17

<PAGE>

     hereof. Any changes in the Broker-Dealer Fee Rate shall be effective on the
     Auction Date next succeeding such change.

     Section 7.         Miscellaneous.

             7.1        Governing Law. This Auction Agent Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such state.

             7.2        Communications. Except for (i) communications authorized
to be made by telephone pursuant to this Auction Agent Agreement or the Auction
Procedures and (ii) communications in connection with Auctions (other than those
expressly required to be in writing), all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party addressed to it at its
address, or facsimile number set below:

If to the Market Agent:         _____________________________________

                                _____________________________________

                                _____________________________________

                                Attention:
                                                 ____________________

                                Telephone Number:
                                                 ____________________

                                Facsimile Number:
                                                 ____________________

If to the Auction Agent:
                                _____________________________________

                                _____________________________________

                                _____________________________________

                                Attention:
                                                 ____________________

                                Telephone Number:
                                                 ____________________

                                Facsimile Number:
                                                 ____________________

If to the initial Broker-Dealers:
                                _____________________________________

                                _____________________________________

                                _____________________________________

                                Attention:
                                                 ____________________

                                Telephone Number:
                                                 ____________________

                                Facsimile Number:
                                                 ____________________

                                _____________________________________

                                _____________________________________

                                Attention:
                                                 ____________________

                                Telephone Number:
                                                 ____________________

                                Facsimile Number:
                                                 ____________________

                                    15 of 17

<PAGE>

If to the Indenture Trustee:                ______________________________

                                            ______________________________

                                            ______________________________

                                            ______________________________

                                            ______________________________


                                            Telephone:
                                                      ____________________


                                            Facsimile:
                                                      ____________________

If to the Issuer:                           [EDUCATION FUNDING CAPITAL TRUST-__]

                                            c/o______________________

                                            _________________________

                                            _________________________

                                            _________________________

                                            _________________________

                                            Telephone:_______________

                                            Facsimile:_______________



with a copy to:                             _________________________

                                            _________________________

                                            _________________________

                                            _________________________

                                            Attention: ________________

                                            Telephone: _______________

                                            Facsimile: ________________

or such other address, telephone or facsimile number as such party may hereafter
specify for such purpose by notice in writing to the other parties. Each such
notice, request or communication shall be effective when delivered at the
address specified herein. Communications shall be given on behalf of the
Indenture Trustee by an Authorized Trustee Representative, on behalf of the
Auction Agent by an Authorized Auction Agent Officer and on behalf of the Issuer
by an Authorized Issuer Officer.

             7.3        Entire Agreement. This Auction Agent Agreement contains
the entire agreement between the parties relating to the subject matter hereof,
and there are no other representations, endorsements, promises, agreements or
understandings, oral, written or inferred, between the parties relating to the
subject matter hereof.

             7.4        Benefits. Nothing herein, express or implied, shall give
to any Person, other than the Indenture Trustee, acting on behalf of the
beneficial owners of the Auction Rate Notes, the Auction Agent, the Issuer and
their respective successors and assigns, any benefit of any legal or equitable
right, remedy or claim hereunder.

                                    16 OF 17

<PAGE>

             7.5      Amendment; Waiver.

             (a)        This Auction Agent Agreement shall not be deemed or
     construed to be modified, amended, rescinded, canceled or waived, in whole
     or in part, except by a written instrument signed by duly authorized
     representatives of the parties hereto.

             (b)        The Indenture Trustee and the Issuer shall not enter
     into or approve any amendment of or supplement to the Indenture that
     materially affects the Auction Agent's duties or obligations under the
     Indenture without obtaining the prior written consent of the Auction Agent.
     The Indenture Trustee shall promptly notify the Auction Agent of any
     amendment of or supplement to the Indenture, and shall provide a copy
     thereof to the Auction Agent upon request.

             (c)        Failure of a party hereto to exercise any right or
     remedy hereunder in the event of a breach hereof by any other party shall
     not constitute a waiver of any such right or remedy with respect to any
     subsequent breach.

             7.6 Successors and Assigns. This Auction Agent Agreement shall be
binding upon, inure to the benefit of and be enforceable by the respective
successors and assigns of each of the Indenture Trustee, the Issuer and the
Auction Agent. This Auction Agent Agreement may not be assigned by any party
hereto absent the prior written consent of the other parties hereto, which
consents shall not be unreasonably withheld.

             7.7        Severability. If any clause, provision or section hereof
shall be ruled invalid or unenforceable by any court of competent jurisdiction,
the invalidity or unenforceability of such clause, provision or section shall
not affect any of the remaining clauses, provisions or sections hereof.

             7.8        Execution in Counterparts. This Auction Agent Agreement
may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.

[remainder of this page intentionally left blank; signatures begin on next page]

                                    17 of 17

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Auction Agent Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the date first written above.

                                [EDUCATION FUNDING CAPITAL TRUST-__],
                                as Issuer, by ______________, not in its
                                individual capacity, but solely as Co-Owner
                                Trustee on behalf of the Issuer


                                By:
                                     _____________________________________

                                Name:
                                      _____________________________________

                                Title:
                                     _____________________________________

                                ________________________, as Indenture Trustee


                                By:
                                     _____________________________________

                                Name:
                                      _____________________________________

                                Title:
                                     _____________________________________

                                _________________________, as Auction Agent


                                By:
                                     _____________________________________

                                Name:
                                      _____________________________________

                                Title:
                                     _____________________________________

<PAGE>

                                   EXHIBIT A
                           TO AUCTION AGENT AGREEMENT

                         LIST OF INITIAL BROKER-DEALERS


Notes:                                    Broker-Dealers:

Series 20__ __-__                 _____________________________________

Series 20__ __-__                 _____________________________________

Series 20__ __-__                 _____________________________________

Series 20__ __-__                 _____________________________________

Series 20__ __-__                 _____________________________________

                                       A-1

<PAGE>

                                    EXHIBIT B
                           TO AUCTION AGENT AGREEMENT

                                NOTICE OF RATINGS

                      [Education Funding Capital Trust-__]

     $_______ Education Loan Backed Notes consisting of Education Loan Backed
     Notes Series 20__ __-__, Series 20__ __-__, Series 20__ __-__, and 20__
     __-__(the "Series 20__ __ Notes") and Education Loan Backed Notes Series
     20__ __-__(the "Series 20__ __ Notes")

             NOTICE IS HEREBY GIVEN by [Education Funding Capital Trust-__] (the
"Issuer") to ___________, as the auction agent (the "Auction Agent") pursuant to
Section 2.3(a) of the Auction Agent Agreement, that as of the date of this
Notice:

             1.         The rating by Fitch Ratings on the captioned Series 20__
                        __ Notes is ______ [and such rating is ["AAA" or
                        higher/lower than AAA]]*;

             2.         The rating by Moody's Investors Services, Inc. on the
                        captioned Series 20__ __ Notes is ______ [and such
                        rating is ["Aaa" or higher/lower than Aaa]]*;

             3.         The rating by Standard & Poor's on the captioned Series
                        20__ __ Notes is ______ [and such rating is ["AAA" or
                        higher/lower than AAA]]*;

             4.         The rating by Fitch Ratings on the captioned Series 20__
                        __ Notes is ______ ["A" or higher/lower than A]] *.

             5.         The rating by Moody's Investors Service, Inc. on the
                        captioned Series 20__ __ Notes is ______ ["A3" or
                        higher/lower than A3]]*; and

             6.         The rating by Standard & Poor's on the captioned Series
                        20__ __ Notes is ______ ["A" or higher/lower than A]] *.

----------
*            The information in the outer brackets will be used as applicable
whenever (i) the Fitch rating is not equal to AAA on the Series 20__ __ Notes
and/or A on the Series 20__ __ Notes, (ii) the Moody's rating is not equal to
Aaa on the Series 20__ __ Notes and/or A3 on the Series 20__ __ Notes, and/or
(iii) the S&P rating is not equal to AAA on the Series 20__ __ Notes and/or A on
the Series 20__ __ Notes.

                                       B-1

<PAGE>

The Auction Agent may rely on such ratings for all purposes of the Indenture (as
defined in the Auction Agent Agreement), including determination of the Maximum
Rate thereunder, from the date hereof until further notice from the undersigned.

                                [EDUCATION FUNDING CAPITAL TRUST-__]

                                By:
                                     _____________________________________

                                Name:
                                      _____________________________________

                                Title:
                                     _____________________________________

                                Date:
                                     _____________________________________

                                       B-2

<PAGE>

                                    EXHIBIT C
                           TO AUCTION AGENT AGREEMENT

                           NOTICE OF NOTES OUTSTANDING

                      [EDUCATION FUNDING CAPITAL TRUST-__]
                           EDUCATION LOAN BACKED NOTES
                             SERIES 20__ [A][B]-[__]

             NOTICE IS HEREBY GIVEN that $___________ aggregate principal amount
of Series 20__ [A][B]-[__] Notes were outstanding at the close of business on
the immediately preceding Regular Record Date. Such aggregate principal amount
of Series 20__ [A][B]-[__] Notes, less $___________ aggregate principal amount
of Series 20__ [A][B]-[__] Notes to be redeemed by the Issuer pursuant to the
Indenture, for a net aggregate principal amount of Series 20__ [A][B]-[__] Notes
of $___________, will be available on the next Auction scheduled to be held on
________________.

             Terms used herein have the meanings set forth in the Indenture
relating to the above-referenced issue.

                                _____________________, as Indenture Trustee

                                By:
                                      _____________________________________

                                Title:
                                     _____________________________________

                                Date:
                                     _____________________________________

                                       C-1

<PAGE>

                                    EXHIBIT D
                           TO AUCTION AGENT AGREEMENT

                            NOTICE OF FEE RATE CHANGE

                      [EDUCATION FUNDING CAPITAL TRUST-__]
                           EDUCATION LOAN BACKED NOTES
                SERIES 20__ __-__, __-__, __-__, __-__, and __-__

             NOTICE IS HEREBY GIVEN that the Broker-Dealer Fee Rate has been
changed in accordance with Section 6.5(b) of the Auction Agent Agreement. The
new Broker-Dealer Fee Rate shall be ______% per annum.

             Terms used herein have the meanings set forth in the Indenture
relating to the above-referenced issue.

                                _____________________, as
                                Auction Agent

                                By:
                                      _____________________________________


                                Name:
                                      _____________________________________


                                Title:
                                      _____________________________________

                                Date:
                                      _____________________________________

APPROVED:

[EDUCATION FUNDING CAPITAL TRUST-__]

  By:
        _____________________________________


  Name:
        _____________________________________


  Title:
        _____________________________________

  Date:
        _____________________________________

                                       D-1

<PAGE>

                                    EXHIBIT E
                           TO AUCTION AGENT AGREEMENT

                           NOTICE OF A PAYMENT DEFAULT

                      [EDUCATION FUNDING CAPITAL TRUST-__]
                           EDUCATION LOAN BACKED NOTES
                SERIES 20__ __-__, __-__, __-__, __-__, and __-__

             NOTICE IS HEREBY GIVEN that a Payment Default has occurred and not
been cured with respect to the Series 20__ [A][B]-___ Notes. Determination of
the Auction Note Interest Rate on the Auction Rate Notes pursuant to the Auction
Procedures will be suspended. The Auction Note Interest Rate on such Series of
the Auction Rate Notes for the Interest Period commencing on or immediately
after such Payment Default, and for each Interest Period thereafter, to and
including the Interest Period, if any, during which, or commencing less than two
Business Days after, such Payment Default is cured, will equal the Non-Payment
Rate, as it is determined by the Indenture Trustee on the first day of such
Interest Period.

             Terms used herein have the meanings set forth in the Indenture
relating to the above-referenced issue.

                                _____________________________, as
                                Auction Agent

                                By:
                                    _______________________________________


                                Name:
                                      _____________________________________


                                Title:
                                      _____________________________________

                                Date:
                                      _____________________________________

                                       E-1

<PAGE>

                                    EXHIBIT F
                           TO AUCTION AGENT AGREEMENT

                              SETTLEMENT PROCEDURES

     If not otherwise defined below, capitalized terms used herein shall have
the meanings given such terms in Appendix B to the Indenture. These Settlement
Procedures apply separately to each Series of Auction Rate Notes.

     (a)     On each Auction Date, not later than 3:00 p.m., the Auction
Agent shall notify by telephone each Broker-Dealer that participated in the
Auction held on such Auction Date and submitted an Order on behalf of an
Existing Owner or Potential Owner of:

                  (i) the Auction Note Interest Rate fixed for the next Interest
Period;

                  (ii) whether there were Sufficient Bids in such Auction;

                  (iii) if such Broker-Dealer (a "Seller's Broker-Dealer")
submitted Bids or Sell Orders on behalf of an Existing Owner, whether such Bid
or Sell Order was accepted or rejected, in whole or in part, and the principal
amount of Auction Rate Notes, if any, to be purchased or sold by such Existing
Owner;

                  (iv) if such Broker-Dealer (a "Buyer's Broker-Dealer")
submitted a Bid on behalf of a Potential Owner, whether such Bid was accepted or
rejected, in whole or in part, and the principal amount of Auction Rate Notes,
if any, to be purchased by such Potential Owner;

                  (v) if the aggregate amount of Auction Rate Notes to be sold
by all Existing Owners on whose behalf such Seller's Broker-Dealer submitted
Bids or Sell Orders exceeds the aggregate principal amount of Auction Rate Notes
to be purchased by all Potential Owners on whose behalf such Buyer's
Broker-Dealer submitted a Bid, the name or names of one or more Buyer's
Broker-Dealers (and the name of the Participant, if any, of each such Buyer's
Broker-Dealer) acting for one or more purchasers of such excess principal amount
of Auction Rate Notes and the principal amount of Auction Rate Notes to be
purchased from one or more Existing Owners on whose behalf such Seller's
Broker-Dealer acted by one or more Potential Owners on whose behalf each of such
Buyer's Broker-Dealers acted;

                  (vi) if the principal amount of Auction Rate Notes to be
purchased by all Potential Owners on whose behalf such Buyer's Broker-Dealer
submitted a Bid exceeds the amount of Auction Rate Notes to be sold by all
Existing Owners on whose behalf such Seller's Broker-Dealer submitted a Bid or a
Sell Order, the name or names of one or more Seller's Broker-Dealers (and the
name of the Participant, if any, of each such Seller's Broker-Dealer) acting for
one or more sellers of such excess principal amount of Auction Rate Notes and
the principal amount of Auction Rate Notes to be sold to one or more Potential
Owners on whose

                                       F-1

<PAGE>

behalf such Buyer's Broker-Dealer acted by one or more Existing Owners on whose
behalf each of such Seller's Broker-Dealers acted;

                  (vii) the Auction Date for the next succeeding Auction.

     (b)     On each Auction Date, each Broker-Dealer that submitted
an Order on behalf of any Existing Owner or Potential Owner shall:

                  (i) advise each Existing Owner and Potential Owner on whose
behalf such Broker-Dealer submitted a Bid or Sell Order in the Auction on such
Auction Date whether such Bid or Sell Order was accepted or rejected, in whole
or in part;

                  (ii) in the case of a Broker-Dealer that is a Buyer's
Broker-Dealer, advise each Potential Owner on whose behalf such Buyer's
Broker-Dealer submitted a Bid that was accepted, in whole or in part, to
instruct such Potential Owner's Participant to pay to such Buyer's Broker-Dealer
(or its Participant) through the Securities Depository the amount necessary to
purchase the principal amount of Auction Rate Notes to be purchased pursuant to
such Bid against receipt of such Auction Rate Notes;

                  (iii) in the case of a Broker-Dealer that is a Seller's
Broker-Dealer, instruct each Existing Owner on whose behalf such Seller's
Broker-Dealer submitted a Sell Order that was accepted, in whole or in part, or
a Bid that was accepted, in whole or in part, to instruct such Existing Owner's
Participant to deliver to such Seller's Broker-Dealer (or its Participant)
through the Securities Depository the principal amount of Auction Rate Notes to
be sold pursuant to such Order against payment therefor;

                  (iv) advise each Existing Owner on whose behalf such
Broker-Dealer submitted an Order and each Potential Owner on whose behalf such
Broker-Dealer submitted a Bid of the Auction Note Interest Rate for the next
Interest Period;

                  (v) advise each Existing Owner on whose behalf such
Broker-Dealer submitted an Order of the next Auction Date; and

                  (vi) advise each Potential Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part, of the
next Auction Date.

     (c)     On the basis of the information provided to it pursuant to
paragraph (a) above, each Broker-Dealer that submitted a Bid or Sell Order in an
Auction is required to allocate any funds received by it in connection with such
Auction pursuant to paragraph (b)(ii) above, and any Auction Rate Notes received
by it in connection with such Auction pursuant to paragraph (b)(iii) above among
the Potential Owners, if any, on whose behalf such Broker-Dealer submitted Bids,
the Existing Owners, if any, on whose behalf such Broker-Dealer submitted Bids
or Sell Orders in such Auction, and any Broker-Dealers identified to it by the
Auction Agent following such Auction pursuant to paragraph (a)(v) or (a)(vi)
above.

                                       F-2

<PAGE>

     (d)     On each Auction Date:

                  (i) each Potential Owner and Existing Owner with an Order in
the Auction on such Auction Date shall instruct its Participant as provided in
(b)(ii) or (b)(iii) above, as the case may be;

                  (ii) each Seller's Broker-Dealer that is not a Participant of
the Securities Depository shall instruct its Participant (A) pay through the
Securities Depository to the Participant of the Existing Holder delivering
Auction Rate Notes to such Broker-Dealer following such Auction pursuant to
paragraph (b)(ii) above the amount necessary to purchase such Auction Rate Notes
against receipt of such Auction Rate Notes and (B) deliver such Auction Rate
Notes through the Securities Depository to a Buyer's Broker-Dealer (or its
Participant) identified to such Seller's Broker-Dealer pursuant to (a)(v) above
against payment therefor; and

                  (iii) each Buyer's Broker-Dealer that is not a Participant of
the Securities Depository shall instruct its Participant to pay through the
Securities Depository to a Seller's Broker-Dealer (or its Participant)
identified following such Auction pursuant to (a)(vi) above the amount necessary
to purchase Auction Rate Notes to be purchased pursuant to (b)(ii) above against
receipt of such Auction Rate Notes.

     (e)     On the Business Day following each Auction Date:

                  (i) each Participant for a Bidder in the Auction on such
Auction Date referred to in (d)(i) above shall instruct the Securities
Depository to execute the transactions described under (b)(ii) or (b)(iii) above
for such Auction, and the Securities Depository shall execute such transactions;

                  (ii) each Seller's Broker-Dealer or its Participant shall
instruct the Securities Depository to execute the transactions described in
(d)(ii) above for such Auction, and the Securities Depository shall execute such
transactions; and

                  (iii) each Buyer's Broker-Dealer or its Participant shall
instruct the Securities Depository to execute the transactions described in
(d)(iii) above for such Auction, and the Securities Depository shall execute
such transactions.

     (f)     If an Existing Owner selling Auction Rate Notes in an Auction
fails to deliver such Auction Rate Notes (by authorized book-entry), a
Broker-Dealer may deliver to the Potential Owner on behalf of which it submitted
a Bid that was accepted a principal amount of Auction Rate Notes that is less
than the principal amount of Auction Rate Notes that otherwise was to be
purchased by such Potential Owner. In such event, the principal amount of
Auction Rate Notes to be so delivered shall be determined solely by such
Broker-Dealer. Delivery of such lesser principal amount of Auction Rate Notes
shall constitute good delivery. Notwithstanding the foregoing terms of this
paragraph (f), any delivery or nondelivery of Auction Rate Notes that shall
represent any departure from the results of an Auction, as determined by the
Auction Agent, shall be of no effect unless and until the Auction Agent shall

                                       F-3

<PAGE>

have been notified of such delivery or nondelivery in accordance with the
provisions of the Auction Agent Agreement and the Broker-Dealer Agreements.
Neither the Indenture Trustee nor the Auction Agent shall have any
responsibility or liability with respect to the failure of a Potential Owner,
Existing Owner or their respective Broker-Dealer or Participant to take delivery
of or deliver, as the case may be, the principal amount of Auction Rate Notes or
to pay for the Auction Rate Notes purchased or sold pursuant to an Auction or
otherwise.

                                       F-4

<PAGE>

                                    EXHIBIT G
                           TO AUCTION AGENT AGREEMENT

                    NOTICE OF CONTINUATION OF AUCTION PERIOD

                      [EDUCATION FUNDING CAPITAL TRUST-__]
                           EDUCATION LOAN BACKED NOTES
                SERIES 20__ __-__, __-__, __-__, __-__, and __-__

             NOTICE IS HEREBY GIVEN that a condition for the establishment of a
change in the length of one or more Auction Periods for the captioned Notes has
not been met. An Auction will therefor be held on the next Auction Date
(__________________) and the length of such Auction Period shall remain an
Auction Period of _______ days.


                                _____________________, as
                                Auction Agent

                                By:
                                      _____________________________________


                                Name:
                                     _____________________________________


                                Title:
                                     _____________________________________

                                Date:
                                     _____________________________________


                                       G-1

<PAGE>

                                    EXHIBIT H
                           TO AUCTION AGENT AGREEMENT

                             NOTICE OF INTEREST RATE

                      [EDUCATION FUNDING CAPITAL TRUST-__]
                           EDUCATION LOAN BACKED NOTES
                SERIES 20__ __-__, __-__, __-__, __-__, and __-__

             NOTICE IS HEREBY GIVEN that Sufficient Bids necessary for the
establishment of a change in the length of one or more Auction Periods for the
captioned Notes have not been received. The Auction Note Interest Rate for the
Auction Period commencing on _______________ shall be the least of the Auction
Rate, the Net Loan Rate and the Maximum Rate, and such Auction Period shall
remain an Auction Period of _____ days.


                                _____________________, as
                                Auction Agent

                                By:
                                      _____________________________________


                                Name:
                                     _____________________________________


                                Title:
                                     _____________________________________

                                Date:
                                     _____________________________________

                                       H-1