EXHIBIT 10.7
================================================================================
MARKET AGENT AGREEMENT
by and between
-------------------
as Market Agent,
[EDUCATION FUNDING CAPITAL TRUST-__]
as Issuer
and
----------------------------
as Indenture Trustee
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__ _-_
================================================================================
MARKET AGENT AGREEMENT
THIS MARKET AGENT AGREEMENT (this "Agreement") dated as of ________,
20__ is by and among _________________ ("_________"), [EDUCATION FUNDING CAPITAL
TRUST-__] (the "Issuer") and __________________, as Indenture Trustee (the
"Indenture Trustee"), and provides for _________ to act as the Market Agent as
provided for and defined in the Indenture of Trust dated _________, 20__ (the
"Indenture") among the Issuer, the Indenture Trustee and ______________, as
Trust Eligible Lender Trustee (the "Trust Eligible Lender Trustee"), which
provides for the issuance of the Issuer's Education Loan Backed Notes, Series
20__ _-_, Series 20__ _-_, Series 20__ _-_, Series 20__ _-_, and Series 20__ _-_
(the "Auction Rate Notes"). All capitalized terms used herein and not defined
herein shall have the meanings set forth in the Indenture.
1. Appointment of Market Agent; Responsibilities of Market Agent.
Subject to the terms and conditions herein contained, the Issuer hereby appoints
_________ as the Market Agent for the Auction Rate Notes, and _________ hereby
accepts such appointment as Market Agent for the Auction Rate Notes with respect
to the duties of the Market Agent set forth in the Indenture. In its capacity as
Market Agent for the Auction Rate Notes, _________ shall perform the duties set
forth for the Market Agent in the Indenture, including but not limited to, (a)
consenting to any change in the length of an Auction Period, as set forth in
Section 2.02(g) of Appendix ___ to the Indenture, (b) specifying a change in any
Auction Date as set forth in Section 2.02(h) of Appendix ___ to the Indenture,
and (c) providing notification of such matters to the Issuer, the Indenture
Trustee, the Auction Agent, each Rating Agency or the Securities Depository, as
provided in the Indenture. The Market Agent shall be obligated to perform only
such duties as are specifically set forth in the Indenture with respect to the
Auction Rate Notes and no other duties or obligations on the part of the Market
Agent, in its capacity as such, shall be implied by this Agreement. The Market
Agent may rely upon, and is authorized to honor, any telephonic requests or
directions that the Market Agent reasonably believes in good faith to emanate
from an authorized representative of the Issuer, regardless of the source of
such request or direction. Any telephonic request or direction to the Market
Agent shall promptly be confirmed in writing; provided, however, that failure to
receive any such notice shall not affect the authority of the Market Agent to
rely and act upon such request or direction.
2. Conditions to Market Agent's Obligations. The obligations of
_________ under this Agreement have been undertaken in reliance on, and shall be
subject to, the due performance by the Issuer of its obligations and agreements
to be performed hereunder and under the Indenture.
3. Term and Termination of Market Agent Agreement. This Agreement
shall become effective upon _________, 20__ and shall continue in full force and
effect up to and including the earlier of June 1, 20__ or such date when no
Auction Rate Notes are outstanding, subject to the right of _________ or the
Issuer to cancel this Agreement at any time upon the giving of not less than 30
days prior written notice, provided that such resignation or replacement, as the
case may be, shall not be effective until the appointment of a successor Market
Agent by the Issuer and the acceptance of such appointment by such successor
Market Agent. _________
2 of 4
agrees and the Issuer agrees to send a copy of any notice of termination of this
Agreement to the Indenture Trustee at its address referred to below.
4. Payment of Fees. In consideration of the services to be
performed by _________ under this Agreement, it is understood and agreed that
the Issuer shall pay to _________ for services performed an annual fee equal to
$1.00, to be paid on the date of issuance of the Auction Rate Notes and on the
first Business Day of each June thereafter, commencing June 20__. It is
understood and agreed that the payment of the fees referred to herein shall be
made without further notice from _________.
5. Miscellaneous.
(a) Except as otherwise specifically provided in this
Agreement, all notices, demands and formal actions under this Agreement
shall be in writing and mailed, telegraphed or delivered to:
[MARKET AGENT]: INDENTURE TRUSTEE:
_______________________________ ________________________
_______________________________ ________________________
_______________________________ ________________________
_______________________________ ________________________
Attention: ___________________ ________________________
Telephone Number: _____________ ________________________
Facsimile Number: _____________ Telephone: ____________
Facsimile: ____________
ISSUER:
[EDUCATION FUNDING CAPITAL TRUST-__]
_______________________________
_______________________________
_______________________________
_______________________________
_______________________________
Telephone : ___________________
Facsimile : ___________________
with a copy to:
_______________________________
_______________________________
_______________________________
_______________________________
Attention: ___________________
Telephone: ___________________
Facsimile: ___________________
3 of 4
_________, the Issuer or the Indenture Trustee may designate, by
written notice given under this Agreement, other addresses to which
subsequent notices, requests, reports or other communications shall be
directed.
(b) This Agreement will inure to the benefit of and be
binding upon the Issuer, _________, and the Indenture Trustee, and
their respective successors and assigns, and will not confer any rights
upon any other Person other than Persons, if any, controlling
_________, within the meaning of the Securities Act of 1933, as
amended; provided, however, that this Agreement shall not be assignable
by any party hereto (except the Indenture Trustee in the event of its
resignation or removal as indenture trustee under the Indenture)
without the prior written consent of the other parties hereto.
(c) Notwithstanding anything to the contrary herein or in
the Indenture, any obligation of the Issuer created by or arising out
of this Agreement shall be a limited obligation of the Issuer, payable
from the Trust Estate available therefor under and in accordance with
the Indenture and shall not constitute a charge against the general
credit of the Issuer.
(d) Section headings have been inserted in this Agreement as
a matter of convenience of reference only, and it is agreed that such
section headings are not a part of this Agreement and will not be used
in the interpretation of any provisions of this Agreement.
(e) If any provision of this Agreement shall be held or
deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any jurisdiction
because it conflicts with any provisions of any constitution, statute,
rule of public policy, or any other reason, such circumstances shall
not have the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatever.
(f) This Agreement may be executed in several counterparts,
each of which shall be regarded as an original and all of which shall
constitute one and the same document.
(g) This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
[Signatures begin on next page]
4 of 4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
[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 Market Agent
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
