2005-79 AUTHORIZING THE ISSUANCE OF BONDS AND AGREEMENTS

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Section 2. Representations, Warranties and Covenants of the Compliance Agent. (a)The Compliance Agent represents and warrants to and covenants with the Issuer and the Trustee as follows: (i) The Compliance Agent is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualifie�and in good standing to transact business in the State of Illinois, and possesses all requisite authority, power, licenses, perxnits and franchises to conduct any and all business contemplated by this Compliance Agreement and to execute, deliver and comply with its obligations under the terms of this Compliance Agreement, the execution and delivery and performance of which have been duly authorized by all necessary corporate action. (ii) The execution and delivery of this Compliance Agreement by the Compliance Agent in the manner contemplatetl herein and the performance and compliance with the terms hereof by it will not violate (i)its certificate of incorporation or bylaws, or (ii)any laws which could have any material adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of this Agreement applicable to the Compliance Agent, and will not constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Compliance Agent is a party or which may be applicable to it or any of its assets. , (iii) The execution and delivery of this Compliance Agreement by the Compliance ��I Agent in the manner contemplate�i herein and the performance and compliance with the terms ', hereof by it do not require the consent or approval of any goveminental authority or, if such consent or approval is required, it has been obtained. (iv) This Compliance Agreement, and all documents and instruments contemplate� hereby, which are executed and delivered by the Compliance Agent, will constitute valid, legal and binding obligations of the Compliance Agent, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, or other laws or equitable principles affecting creditors generally, and will not conflict with or result in a breach of any of the tenns, conditions or provisions of any legal restriction or any agrcement or instrument to which the Compliance Agent is now a party or by which it is bound or constitute a default under any of the foregoing. (v) The Compliance Agent shall promptly notify the Issuer, the Trustee and the Servicer of any suspension or termination of its powers to do business as contemplated by this Compliance Agreement. (vi) The Compliance Agent shall keep proper books, records and accounts in which complete and conect copies of all certificates and documents required to be filed with it hereunder shall be maintained and preserved for a reasonable period of time. The Compliance Agent shall make such books and records available for inspection by the Issuer, the Trustee, and the Servicer, during reasonable hours and under reasonable conditions. The Issuer, the Servicer or the Trustee shall have the right to require the Compliance Agent to furnish said documents, at the Compliance Agent's expense, as such requesting entity reasonably deems necessary to determine compliance by the Compliance Agent with the provisions of this Compliance Agreement and the Agreement. (b) The representations, warranties, and covenants made by the Compliance Agent in this Compliance Agreement shall survive the execution and delivery of this Compliance Agreement and the -2-