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<br />. <br /> <br />. <br /> <br />I <br /> <br />. <br /> <br />. <br /> <br />Revenues and other funds in trust as provided in this <br />Resolution, and to perform the other duties and powers of the <br />Fiscal Agent as are prescribed in this Resolution. The Fiscal <br />Agent may perform any duties hereunder either directly or by or <br />through agents or attorneys and the Fiscal Agent shall not be <br />responsible for any misconduct or negligence on the part of any <br />agent or attorney appointed with due care by it hereu~der. <br /> <br />The Agency, with the prior written consent of the <br />Developer, so long as the obligations of the Agency is the <br />Developer hereunder and under the Agreement are outstanding, <br />may remove the Fiscal Agent initially appointed, or any <br />successor upon written notice to the Fiscal Agent, and shall <br />forthwith appoint a successor thereto, but any successor shall <br />be a bank or trust company doing business and having an office <br />in the City of Los Angeles or the City of New York, having a <br />combined capital and surplus of at least $50,000,000 and, so <br />long as the Initial Letter of Credit is outstanding, with the <br />written consent of the Bank. The Fiscal Agent or any <br />substituted Fiscal Agent may at any time resign by filing <br />written notice thereof with the Agency. Upon a resignation in <br />writing, the Agency shall forthwith appoint a substitute Fiscal <br />Agent 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 willful <br />misconduct. The Agency shall provide written notice to the <br />Bank of the resignation or removal of the Fiscal Agent and of <br />any appointment of a successor thereto. <br /> <br />12-28-85 <br />0O63k/2281/05 <br /> <br />-33- <br />