EDUCATION CAPITAL I LLC
ACS BAILMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>15
<FILENAME>dex106.txt
<DESCRIPTION>ACS BAILMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.6

                       BAILMENT NOTICE AND ACKNOWLEDGMENT

                                                                  April 16, 2003

ACS Education Services, Inc.
One World Trade Center, Suite 2200
Long Beach, California 90831

Re:     Student Loan Notes, Applications and Cash Proceeds Owned by Education
        Funding Capital Trust-II; Lender Identification Number 834042 (including
        any subportfolio or client numbers used in connection therewith).

Ladies and Gentlemen:

        Reference is made to that certain Indenture of Trust, dated as of April
1, 2003 (the "Indenture"), among Education Funding Capital Trust-II, as Issuer
("Issuer"), Fifth Third Bank, as Indenture Trustee (the "Indenture Trustee"),
and Fifth Third Bank as Eligible Lender Trustee for the Trust (the "Eligible
Lender Trustee"). The Indenture secures the payment of the principal of and
interest on certain Education Loan Backed Notes (the "Notes").

        Pursuant to the Federal FFEL Servicing Agreement dated as of October 1,
2002, among you, Fifth Third Bank as eligible lender trustee for Education
Lending Services, Inc. and Education Lending Services, Inc. as Master Servicer
(the "Master Servicer"), as amended by the Amended and Restated Affiliate
Servicing Addendum dated as of April 1, 2003 among ACS, the Master Servicer, the
Issuer, and the Eligible Lender Trustee (the "Servicing Agreement"), you are or
will be holding, from time to time, certain student loans consisting of
promissory notes and loan applications and cash proceeds collected in connection
with such student loans. Pursuant to the Servicing Agreement, the Master
Servicer will from time to time (i) identify certain of such student loans as
being held under the Indenture, which identified student loans will be assigned
Lender Identification Number 834042 (including any subportfolio or client
numbers used in connection therewith), and (ii) deliver to you the promissory
notes and loan applications relating to those student loans.

        You are hereby notified that, pursuant to the Indenture and effective as
of April 16, 2003, each of the Issuer and the Eligible Lender Trustee, as the
case may be, has or will convey, transfer, assign, pledge, and grant a lien on
and a security interest in, unto the Indenture Trustee for the benefit of the
Noteholders (as defined in the Indenture), all right, title and interest of
Issuer and the Eligible Lender Trustee, as the case may be, in the Trust Estate
(as defined in the Indenture), which Trust Estate includes the student loans
assigned the Lender Identification Number 834042 (including any subportfolio or
client numbers used in connection therewith).

<PAGE>

        You are also hereby notified that, to the extent that you hold or
possess (either now or in the future) any of the student loans assigned the
Lender Identification Number 834042 (including any subportfolio or client
numbers used in connection therewith), including without limitation, the
promissory notes, loan applications and proceeds relating thereto, you are
holding such assets as bailee for the Indenture Trustee who, pursuant to the
Indenture, is secured party for the benefit of the Noteholders.

        You are also hereby notified that, pursuant to the Indenture, each of
Issuer and the Eligible Lender Trustee has assigned or will assign to the
Indenture Trustee its successor or successors and its or their assigns, for the
benefit of the Noteholders, all right, title and interest of Issuer and the
Eligible Lender Trustee, as the case may be, under the Servicing Agreement
(including their right to Revenues, as defined in the Indenture) with respect to
the student loans in the Indenture Trust Estate assigned the Lender
Identification Number 834042 (including any subportfolio or client numbers used
in connection therewith) and serviced by you under the Servicing Agreement.

        The Indenture Trustee hereby acknowledges that you will comply with the
terms of the Servicing Agreement. The Indenture Trustee also acknowledges that
all Revenues it receives from the Servicer will be deposited into the Collection
Account created pursuant to the Indenture.

        Please acknowledge your receipt of this written notification and your
acceptance of the bailment described hereinabove by executing and returning to
the Indenture Trustee and the Eligible Lender Trustee a duly executed form of
the Acknowledgment and Acceptance attached hereto. This notice and the bailment
described hereinabove shall be effective as of April 16, 2003.

                                      Very truly yours,

                                      EDUCATION FUNDING CAPITAL TRUST-II
                                      (the "Issuer")

                                      By: Fifth Third Bank as Co-Owner Trustee

                                      By: /s/ Brian J. Gardner
                                         -----------------------------------
                                      Name: Brian J. Gardner
                                           ---------------------------------
                                      Title: AVP & SR. TRUST OFFICER
                                            --------------------------------

                                      FIFTH THIRD BANK
                                      (the "Eligible Lender Trustee")

                                      By: /s/ Brian J. Gardner
                                         -----------------------------------
                                      Name: Brian J. Gardner
                                           ---------------------------------
                                      Title: AVP & SR. TRUST OFFICER
                                            --------------------------------

                                        2

<PAGE>

                                      FIFTH THIRD BANK
                                      (the "Indenture Trustee")

                                      By: /s/ Brian J. Gardner
                                         -----------------------------------
                                      Name: Brian J. Gardner
                                           ---------------------------------
                                      Title: AVP & SR. TRUST OFFICER
                                            --------------------------------

                                        3

<PAGE>

                          ACKNOWLEDGMENT AND ACCEPTANCE

        1.      Acknowledgment and Acceptance of Bailment. The undersigned, on
behalf of ACS Education Services, Inc. ("Servicer"), hereby acknowledges and
accepts the bailment set forth in the preceding Bailment Notice and
Acknowledgment (the "Notice") and agrees to act in accordance with the terms
thereof as bailee for the Indenture Trustee. The undersigned, on behalf of
Servicer, hereby acknowledges that the bailment set forth in the Notice shall
remain in effect until receipt of written notice from the Indenture Trustee of
its termination.

        2.      Assignment of Servicing Agreement. In addition, the undersigned,
on behalf of Servicer, consents to Issuer and the Eligible Lender Trustee
granting a security interest in their respective right, title and interest under
the Servicing Agreement in favor of the Indenture Trustee for the benefit of the
Noteholders with respect to the Indenture Trust Estate.

        3.      No Transfer Without Consent, Etc. Until written notice from the
Indenture Trustee of the termination of the Indenture, the undersigned on behalf
of Servicer, hereby agrees that Servicer, in its capacity as bailee, will hold
all student loans (including the promissory notes, loan applications and
proceeds relating thereto) in its possession assigned Lender Identification
Number 834042 (including any subportfolio or client numbers used in connection
therewith) under its exclusive dominion and control as agent for the Indenture
Trustee in accordance with this bailment. During the term of the Servicing
Agreement, and in the event it is terminated by any party thereto, Servicer
shall not convey, transfer, assign or release, or accept any other bailment
notice with respect to, any of the student loans assigned the Lender
Identification Number 834042 (including any subportfolio or client numbers used
in connection therewith), or any of the promissory notes, loan applications or
proceeds relating thereto, without the prior written consent of the Indenture
Trustee (other than any transfer or release required (i) in connection with the
consolidation of such loans, (ii) for collection under any guaranty or insurance
agreement or (iii) in compliance with a subpoena or other legal process served
on the Servicer). In addition, until receipt of written notice from the
Indenture Trustee of termination of the Indenture, the undersigned will notify
the Indenture Trustee of any default by the Master Servicer under the Servicing
Agreement.

        4.      Funds To Be Deposited With Trustee. Until written notice from
the Indenture Trustee of the termination of the Indenture, the undersigned, on
behalf of Servicer, hereby agrees that Servicer will turn over to the Indenture
Trustee (i) all funds that are received by Servicer from or on behalf of a
person obligated to make payment of any amounts owed in respect of a student
loan assigned Lender Identification Number 834042 (including any subportfolio or
client numbers used in connection therewith), and (ii) all funds received
pursuant to the Servicing Agreement with respect to a student loan

                                        4

<PAGE>

assigned Lender Identification Number 834042 (including any subportfolio or
client numbers used in connection therewith).

        5.      Due Authorization. The undersigned hereby certifies that he or
she is duly authorized and is an appropriate officer to execute this
Acknowledgement and Acceptance.

        6.      Acknowledgement by Bailee. The undersigned hereby acknowledges
pursuant to Section 9-313 of the Uniform Commercial Code that it holds
possession and will hold possession of the student loans assigned Lender
Identification Number 834042 (including the promissory notes, loan applications
and proceeds relating thereto) for the benefit of the Indenture Trustee,
Noteholders and any Counterparty (as defined in the Indenture).

        7.      Effective Date. This Acknowledgment and Acceptance shall be
effective as of April 16, 2003.

                                      Acknowledged and agreed to by:

                                      ACS Education Services, Inc. ("Servicer")

                                      By: /s/ Steven E. Snyder
                                         -----------------------------------
                                      Name: Steven E. Snyder
                                           ---------------------------------
                                      Title: Managing Director
                                            --------------------------------

STATE OF CALIFORNIA        )
                           ) SS:
COUNTY OF LOS ANGELES      )

        Before me, a Notary Public in and for said County, personally appeared
the within named Steven E. Snyder, the Managing Director of ACS Education
Services, Inc. ("Servicer"), who acknowledged that he/she did sign the foregoing
Acknowledgment and Acceptance, that the same is the free act and deed of such
person acting on behalf of said Servicer and that such person is duly authorized
to execute the foregoing Acknowledgment and Acceptance as such officer.

        IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal in
Long Beach, California, this 14th day of April, 2003.

                                                 /s/ Suzanne M. Hamilton
                                                ----------------------------
                                                Notary Public

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