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<br />. <br /> <br />. <br /> <br />. <br /> <br />The Agency may remove the Fiscal Agent initially <br />appointed, or any successor, and shall forthwith appoint a <br />successor thereto, but any successor shall be a bank or trust <br />company doing business and having an office in the City of Los <br />Angeles, having a combined capital and surplus of at least <br />$50,000,000. The Fiscal Agent or any substituted Fiscal Agent <br />may at any time resign by filing written notice thereof with <br />the Agency. Upon a resignation in writing, the Agency shall <br />forthwith appoint a substitute Fiscal Agent and the resignation <br />shall become effective upon appointment. In the event that the <br />Fiscal Agent or any successor becomes incapable of acting as <br />such, the Agency shall forthwith appoint a substitute Fiscal <br />Agent. Any bank or trust company into which the Fiscal Agent <br />may be merged or with which it may be consolidated shall become <br />the Fiscal Agent without action of the Agency. The Fiscal <br />Agent may become the owner of any of the Bonds authorized by <br />this Resolution with the same rights it would have had if it <br />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 />Section 21. Lost, Stolen, Destroyed or Mutilated Bonds. <br />In the event that any Bond is lost, stolen, destroyed or <br />mutilated, the Agency will cause to be issued a new Bond(s) on <br />reasonable terms and conditions, including the payment of costs <br />,and the posting of a surety bond if the Agency deems a surety <br />bond necessary, as may from time to time be determined and <br />prescribed by resolution. The Agency may authorize the new <br />Bond to be signed and authenticated in a manner as it <br />determines in the resolution. <br /> <br />0715p/2281/04 <br /> <br />-22- <br />