2005-79 AUTHORIZING THE ISSUANCE OF BONDS AND AGREEMENTS

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or administrative proccedings, or claims arising or resulting from, or in any way connected with any violation of law or breach of this Agrcement resulting from an act or omission of the Compliance Agent, its agents or employees hereunder. If any suit, action or proceeding is brought against the Issuer or any Indemnified Person, that suit, action or proceeding shall be defended by legal counsel to the Issuer or the Compliance Agent, as the Issuer shall determine. If the defense is by legal counsel to the Issuer, the Compliance Agent shall indemnify the Issuer and Indemnified Persons for the reasonable cost of that defense including reasonable legal counsel fees. If the Issuer determines that the Compliance Agent shall defend the Issuer or any Indemnified Person, the Compliance Agent shall nnmediately assuxne the defense at its own cost. Neither the Issuer nor the Compliance Agent shall be liable for any settlement of any proceeding made without each of their consent(which consent shall not be unreasonably withheld). Section 7. Notice of Amendment. The Trustee hereby agrees to notify promptly the Compliance Agent of an amendment to the Agreement and the Indenture and shall deliver promptly by regular mail a copy of such amendment to the Compliance Agent. Section 8. Term of Compliance Agreement. Subject to the provisions of Sections 2(b) and 6 herein, and unless otherwise ter�ninated as herein provided, this Compliance Agreement shall commence as of the date hereof and end on the date the Bonds are no longer Outstanding. ' Section 9. Amendment of the Compliance Agreement. Any amendment, modification, or I, alteration of this Compliance Agreement must be agrced to in writing by all parties hereto. Section 10. Construction of Compliance Agreement. This Compliance Agreement shall be construed in accordance with the laws of the State of Illinois, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. I Section 11. Compliance Agreement Counterparts. This Compliance 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. Section 12. Notices. Except as otherwise provided herein, all notices, certificates or other communications required hereunder shall be sufficiently given and shall be deemed given when delivered by registered or certifie�i mail, postage prepaid, return receipt requestad, addressed to the Notice Address of the party set forth in the Agreement. Section 13. Severability. In the event any provision of this Compliance Agreement shall be held or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14. Compliance Agent Not to Resign. The Compliance Agent shall have no right to resign from its duties and obligations hereunder;provided, however, that the Compliance Agent shall have the right from time to time, without the consent or approval of the Issuer or the Trustee, to delegate to any entity which is affiliated with the Compliance Agent some or all of the duties of the Compliance Agent hereunder, and following any such delegation, such delegate and Compliance Agent shall have joint and several responsibility for performing such duties. The Compliance Agent shall also have the right from time to time, with the prior written consent of the Issuer, to delegate any of the abov�mentioned duties of the Compliance Agent to any entity which is not affiliated with the Compliance Agent and, following such delegation, such delegate shall have sole and exclusive responsibility for performing such duties. -4-