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40 <br />maintaining an office or agency in New York, New York, that has a combined <br />capital and surplus of at least $50,000,000. If no such successor <br />Registrar and Paying Agent is appointed, the Trustee shall automatically <br />become the Registrar and Paying Agent until the appointment of such a <br />successor Registrar and Paying Agent. Upon the resignation or removal of <br />the Registrar and Paying Agent, the Registrar and Paying Agent shall pay <br />over, assign and deliver any moneys and Bonds held by it in trust pursuant <br />to this Indenture to its successor. <br />(d) The Registrar and Paying Agent shall be entitled to <br />compensation for services rendered hereunder and to indemnification by the <br />Issuer hereunder on the same basis and to the same extent as the Trustee <br />for the performance of its services. <br />(e) The duties and obligations of the Registrar and Paying Agent <br />shall be determined by the express provisions of this Indenture, and the <br />Registrar. and Paying Agent shall not be liable except for the performance <br />of such duties and obligations as are specifically set forth in this <br />Indenture. The Registrar and Paying Agent shall not be liable in <br />connection with the performance of its duties hereunder except for its own <br />negligence or willful default. <br />Section 10.02. The Remarketing Agent. The Remarketing Agent may be <br />removed at any time by the Borrower and NNC, by written notice signed by <br />Authorized Officers of the Borrower and N11C and delivered to the Trustee, <br />the Remarketing Agent, the Registrar and Paying Agent and the Credit <br />Facility Provider. Upon the resignation or removal of the Remarketing <br />Agent, the Trustee shall select a substitute Remarketing Agent <br />satisfactory to the Borrower and N11C. <br />Section 10.03. Notice of Successors. Within 30 days of the <br />resignation or removal of the Remarketing Agent or the Registrar and <br />Paying Agent or the appointment of a successor Remarketing Agent or <br />Registrar and Paying Agent, the Trustee shall mail in accordance with the <br />terms of the Bonds notice thereof to the Bondholders and to each of the <br />Rating Agencies. <br />- 61 - <br />