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<br />. <br /> <br />. <br /> <br />. <br /> <br />Section 20. Fiscal Agent and Paying Agents. The Agency <br />will appoint a national or state banking association, as Fiscal <br />Agent hereunder, to act as the agent, trustee and depositary of <br />the Agency for the purpose of receiving Pledged Tax Revenues <br />and other funds in trust as provided in this Resolution, to <br />hold, allocate, use and apply the Pledged Tax Revenues and <br />other funds in trust as provided in this Resolution, and to <br />perform the other duties and powers of the Fiscal Agent as are <br />prescribed in this Resolution. <br /> <br />The Agency may remove the Fiscal Agent initially <br />appointed, or any successor, and shall forthwith appoint a <br />successor thereto, with written notice to the Bond Insurer, but <br />any successor shall be a bank or trust company doing business <br />and having an office in the City of Los Angeles, having a <br />combined capital and surplus of at least $50,000,000. The <br />Fiscal Agent or any substituted Fiscal Agent may at any time <br />resign by filing written notice thereof with the Agency and the <br />Bond Insurer. Upon a resignation in writing, the Agency shall <br />forthwith appoint a substitute Fiscal Agent with notice to the <br />Bond Insurer, and the resignation shall become effective upon <br />appointment. In the event that the Fiscal Agent or any <br />successor becomes incapable of acting as such, the Agency shall <br />forthwith appoint a substitute Fiscal Agent. Any bank or trust <br />company into which the Fiscal Agent may be merged or with which <br />it may be consolidated shall become the Fiscal Agent without <br />action of the Agency. The Fiscal Agent may become the owner of <br />any of the Bonds authorized by this Resolution with the same <br />rights it would have had if it were not the Fiscal Agent. <br /> <br />The Fiscal Agent shall have no duty or obligation to <br />enforce the collection of or to exercise diligence in the <br />enforcement of the collection of funds assigned to it <br />hereunder, or as to the correctness of any amounts received, <br />but its liability shall be limited to the proper accounting for <br />the funds that it actually receives. <br /> <br />The recitals of fact and all promises, covenants and <br />agreements herein and in the Bonds shall be taken as <br />statements, promises, covenants and agreements of the Agency, <br />and the Fiscal Agent assumes no responsibility for the <br />correctness of them, and makes no representations as to the <br />validity or sufficiency of this Resolution or of the Bonds, and <br />shall incur no reponsibility in respect thereof, other than in <br />connection with the duties or obligations herein or in the <br />Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal <br />Agent shall not be liable in connection with the performance of <br />its duties hereunder, except for its own negligence or default. <br /> <br />The Agency may provide through the Fiscal Agent, <br />during the life of the Bonds, for Paying Agents, (in Chicago, <br />Illinois, and in New York, New York) at the office of which the <br />Bonds are payable at the option of the Owner. <br /> <br />11-30-84 <br />l282p/2281/04 <br /> <br />-24- <br />