2005-79 AUTHORIZING THE ISSUANCE OF BONDS AND AGREEMENTS

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purchase of the GNMA Certificates on behalf of the Issuer by the Trustee under the Program and pursuant to the Agreement and the Indenture. Section 3. Obligations, Duties and Responsibilities of the Compliance Agent. (a)During the term of this Compliance Agrcement, the Compliance Agent agrces to accept and perform all of the following obligations, duties, and responsibilities in connection with the origination of each Mortgage Loan (including any assumptions thereof under the Agreement) which will back a GNMA Certificate to be purchased by the Trustee on behalf of the Issuer under the Program and pursuant to the Agrcement and the Indenture: (i) The Compliance Agent shall review the Compliance Package to determine that all of the requirements of Sections 2.05(a), 4.03 and 5.06 of the Agreement are being complied with and issue Compliance Agent Certificates as provided in the Agreement. (ii) The Compliance Agent shall perform such other duties as are required to be performed by the Compliance Agent under the Agreement. (b) The Compliance Agent shall review all preclosing documents required to be delivered to it ; under this Compliance Agreement by a Lender within five(5)Business Days of receipt and shall promptly �� notify the Lender of any deficiency which the Compliance Agent determines to exist on any such ' � doctunents. If a Lender has not satisfactorily cured any deficiency within thirty(30) days from the date a , notice specifying the deficiency is maile� to such Lender, the Compliance Agent shall disapprove the Mortgage Loan. Upon detennining to the Compliance Agent's satisfaction that such documents meet the requirements required to be verified by the Compliance Agent,the Compliance Agent shall deliver promptly by regular mail or facsimile its Certificate of Compliance in the form attached to the Agreement to the Lender. Section 4. Discovery of Defect After Approval of Mortgage. If, following its approval of documents related to a Mortgage Loan, the Compliance Agent subsequently discovers that any such document submitted by a Lender for review under Section 3 hereof is inaccurate or defective or contains a representation or warranty of the Lender which is untrue, and which inaccuracy, defect or untrue representation or warranty would have constitute� a deficiency in such documents in the review thereof under Section 3 of this Compliance Agreement, the Compliance Agent shall give prompt written notice thereof to the Lender. Section S. Compensation. The Compliance Agent shall be entitled to compensation for performing its duties hereunder in an amount equal to the Compliance Review Fee ($125 per Mortgage Loan). Such compensation shall be paid by the Lenders as provided in the Agreement. Section 6. Indemnification. (a) The Compliance Agent shall indemnify and hold harmless the Trustee and its officers, directors, employces and agents against any liability for all claixns, causes of action, costs and expenses (including attorneys' fees),judgments, fines and penalties to the extent related to or arising out of any violation of law or breach of this Compliance Agreement by the Compliance Agent, its agents or employces. (b) The Issuer and its members, officers, agents, employces, successors and assigns or other electe�or appointed officials of the Issuer, past, present or future(hereinafter the "Indemnified Persons") shall not be liable to the Compliance Agent for any reason. The Compliance Agent shall defend, indemnify and hold the Issuer and the Indernnified Persons harmless from any loss, claim, damage, tax, penalty or expense(including reasonable counsel fees), or liability of any nature due to any and all suits, actions, legal -3-