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to perform such duties, and only such duties, as are specifically set forth in this Agreement, and <br />no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. <br />Any company into which the Fiscal Agent may be merged or converted or with which it <br />may be consolidated or any company resulting from any merger, conversion or consolidation to <br />which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or <br />substantially all of its corporate trust business, provided such company shall be eligible under the <br />following paragraph of this Section 7.01, shall be the successor to the Fiscal Agent without the <br />execution or filing of any paper or any further act, anything herein to the contrary <br />notwithstanding. <br />The City may remove the Fiscal Agent initially appointed, and any successor thereto, and <br />may appoint a successor or successors thereto, but any such successor shall be a bank or trust <br />company having a combined capital (exclusive of borrowed capital) and surplus of at least <br />$75,000,000, and subject to supervision or examination by federal or state authority. If such <br />bank or trust company publishes a report of condition at least annually, pursuant to law or to the <br />requirements of any supervising or examining authority above referred to, then for the purposes <br />of this Section 7.01, the combined capital and surplus of such bank or trust company shall be <br />deemed to be its combined capital and surplus as set forth in its most recent report of condition <br />so published. <br />The Fiscal Agent may at any time resign by giving written notice to the City and by <br />giving to the Owners notice by mail of such resignation. Upon receiving notice of such <br />resignation, the City shall, promptly appoint a successor Fiscal Agent by an instrument in writing. <br />Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of <br />appointment by the successor Fiscal Agent. <br />If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing <br />provisions of this Section 7.01 within forty -five (45) days after the Fiscal Agent shall have given <br />to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred <br />by reason of its inability to act, the Fiscal Agent, at the expense of the City, or any Owner may <br />apply to any federal or state court to appoint a successor Fiscal Agent, Said court may <br />thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal <br />Agent. <br />Section 7.02 Liability of Fiscal Agent. The recitals of facts, covenants and agreements <br />herein and in the Bonds contained shall be taken as statements, covenants and agreements of the <br />City and the Fiscal Agent assumes no responsibility nor shall have any liability for the <br />correctness of the same, nor makes any representations as to the validity or sufficiency of this <br />Agreement or of the Bonds, nor shall the Fiscal Agent incur any responsibility or shall have any <br />liability in respect thereof, other than in connection with the express duties or obligations herein <br />or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in <br />connection with the performance of its duties hereunder, except for its own negligence or willful <br />misconduct. The Fiscal Agent assumes no responsibility or liability for any information, <br />statement or recital in any offering memorandum or other disclosure material prepared or <br />distributed with respect to the issuance of the Bonds. <br />_29_ <br />55B -49 <br />