Common use of Qualifications of Auction Agent; Resignation; Removal Clause in Contracts

Qualifications of Auction Agent; Resignation; Removal. The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000, or (b) a member of NASD having a capitalization of at least $30,000,000 and, in either case, authorized by law to perform all the duties and obligations imposed upon it by this Indenture and a member of or a participant in, the Securities Depository. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 90 days notice to the Company, the Issuer, the Bond Insurer and the Trustee. The Auction Agent may be removed at any time by the Company with the consent of the Bond Insurer by written notice, delivered to the Auction Agent, the Issuer, the Bond Insurer and the Trustee. Upon any such resignation or removal, the Company with the consent of the Bond Insurer shall appoint a successor Auction Agent meeting the requirements of this section. In the event of the resignation or removal of the Auction Agent, the Auction Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor has been appointed by the Company. In the event that the Auction Agent has not been compensated for its services, the Auction Agent may resign by giving forty-five (45) days notice to the Company, the Issuer, the Bond Insurer and the Trustee even if a successor Auction Agent has not been appointed.

Qualifications of Auction Agent; Resignation; Removal. The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000, or (b) a member of NASD having a capitalization of at least $30,000,000 and, in either case, authorized by law to perform all the duties and obligations imposed upon it by this Indenture Agreement and a member of or a participant in, the Securities Depository. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Indenture Agreement by giving at least 90 ninety (90) days notice to the Company, the IssuerAuthority, the Bond Insurer and the Trustee. The Auction Agent may be removed at any time by the Company with the consent of the Bond Insurer by written notice, notice delivered to the Auction Agent, the IssuerAuthority, the Bond Insurer Insurer, the Trustee and the Trusteeeach Broker-Dealer. Upon any such resignation or removal, the Company with Trustee at the consent direction of the Bond Insurer Company, shall appoint a successor Auction Agent meeting the requirements of this section. In the event of the resignation or removal of the Auction Agent, the Auction Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor has been appointed by the CompanyTrustee; provided, however, that if a successor Auction Agent has not been appointed within 45 days of the giving of such notice of resignation or removal of the Auction Agent, the Auction Agent may petition a court of competent jurisdiction to appoint a substitute Auction Agent. In the event that the Auction Agent has not been compensated for its services, the Auction Agent may resign by giving forty-five (45) days days’ notice to the Company, the Issuer, the Bond Insurer Authority and the Trustee (who shall give notice of the same to each Broker-Dealer) even if a successor Auction Agent has not been appointed.

Qualifications of Auction Agent; Resignation; Removal. The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States of America or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000, or (b) a member of NASD having a capitalization of at least $30,000,000 and, in either case, authorized by law to perform all the duties and obligations imposed upon it by this Indenture Agreement and a member of or a participant in, the Securities Depository. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Indenture Agreement by giving at least 90 ninety (90) days notice to the Company, the IssuerAuthority, the Bond Insurer and the Trustee. The Auction Agent may be removed at any time by the Company with the consent of the Bond Insurer by written notice, delivered to the Auction Agent, the IssuerAuthority, the Bond Insurer and the Trustee. Upon any such resignation or removal, the Company with the consent of the Bond Insurer Trustee shall appoint a successor Auction Agent Agent, with the approval of the Bond Insurer, upon, and as designated in, the written direction of the Company meeting the requirements of this sectionSection. In the event of the resignation or removal of the Auction Agent, the Auction Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor has been appointed by the CompanyTrustee. The Company shall be solely responsible for payment of compensation to the Auction Agent for its services. In the event that the Auction Agent has not been compensated for its services, the Auction Agent may resign by giving forty-five thirty (4530) days notice to the Company, the Issuer, the Bond Insurer Authority and the Trustee even if a successor Auction Agent has not been appointed.

Qualifications of Auction Agent; Resignation; Removal. The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000, or (b) a member of NASD having a capitalization of at least $30,000,000 and, in either case, authorized by law to perform all the duties and obligations imposed upon it by this Indenture Agreement and a member of or a participant in, the Securities Depository. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Indenture Agreement by giving at least 90 ninety (90) days notice to the Company, the Issuer, the Bond Insurer Borrower, and the Trustee. The Auction Agent may be removed at any time by the Company with the consent of the Bond Insurer Borrower by written notice, delivered to the Auction Agent, the Issuer, the Bond Insurer Issuer and the Trustee. Upon any such resignation or removal, the Company with the consent of the Bond Insurer Trustee shall appoint a successor Auction Agent meeting the requirements of this section. In the event of the resignation or removal of the Auction Agent, the Auction Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor has been appointed by the CompanyBorrower. In the event that the Auction Agent has not been compensated for its services, the Auction Agent may resign by giving forty-five thirty (4530) days notice to the Company, the Issuer, the Bond Insurer Borrower and the Trustee even if a successor Auction Agent has not been appointed. 416.

Qualifications of Auction Agent; Resignation; Removal. The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000, or (b) a member of NASD having a capitalization of at least $30,000,000 and, in either case, authorized by law to perform all the duties and obligations imposed upon it by this Indenture and a member of or a participant in, the Securities Depository. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 90 days notice to the Company, the Issuer, the Bond Insurer and the Trustee. The Auction Agent may be removed at any time by the Company with the consent of the Bond Insurer by written notice, delivered to the Auction Agent, the Issuer, the Bond Insurer and the Trustee. Upon any such resignation or removal, the Company with the consent of the Bond Insurer shall appoint a successor Auction Agent meeting the requirements of this section. In the event of the resignation or removal of the Auction Agent, the Auction Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor has been appointed by the Company. In the event that the Auction Agent has not been compensated for its services, the Auction Agent may resign by giving forty-five (45) days notice to the Company, the Issuer, the Bond Insurer and the Trustee even if a successor Auction Agent has not been appointed.. ARTICLE IV Broker-Dealers Section

Qualifications of Auction Agent; Resignation; Removal. The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000, or (b) a member of NASD having a capitalization of at least $30,000,000 and, in either case, authorized by law to perform all the duties and obligations imposed upon it by this Indenture and a member of or a participant in, the Securities Depository. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 90 days notice to the CompanyBorrower, the Issuer, the Bond Insurer and the Trustee. The Auction Agent may be removed at any time by the Company Borrower with the consent of the Bond Insurer by written notice, delivered to the Auction Agent, the Issuer, the Bond Insurer and the Trustee. Upon any such resignation or removal, the Company Borrower with the consent of the Bond Insurer shall appoint a successor Auction Agent meeting the requirements of this section. In the event of the resignation or removal of the Auction Agent, the Auction Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor has been appointed by the CompanyBorrower. In the event that the Auction Agent has not been compensated for its services, the Auction Agent may resign by giving forty-five (45) days notice to the CompanyBorrower, the Issuer, the Bond Insurer and the Trustee even if a successor Auction Agent has not been appointed.

Qualifications of Auction Agent; Resignation; Removal. The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000, or (b) a member of NASD having a capitalization of at least $30,000,000 and, in either case, authorized by law to perform all the duties and obligations imposed upon it by this Indenture the Agreement and a member of or a participant in, the Securities Depository, or (c) any other entity acceptable to the Bond Insurer. The Auction Agent may at any time resign and be discharged of the duties and obligations created by this Indenture the Agreement by giving at least 90 days days' notice to the CompanyBorrower, the Issuer, the Bond Insurer Authority and the Trustee. The Auction Agent may be removed at any time by the Company Borrower, with the consent of the Bond Insurer Insurer, by written notice, delivered to the Auction Agent, the Issuer, the Bond Insurer Agent and the Trustee. Upon any such resignation or removal, the Company with the consent of the Bond Insurer Borrower shall appoint a successor Auction Agent meeting the requirements of this sectionSection. In the event of the resignation or removal of the Auction Agent, the Auction Agent shall pay over, assign and deliver any moneys and Bonds held by it in such capacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor has been appointed by the CompanyBorrower. In the event that the Auction Agent has not been compensated for its services, the Auction Agent may resign by giving forty-five (45) days 45 days' notice to the Company, the Issuer, the Bond Insurer Borrower and the Trustee even if a successor Auction Agent has not been appointed. <PAGE> B-18 PENNICHUCK WATER WORKS, INC. (the "Borrower") does hereby certify as follows in accordance with Section 3.01(c)(i)) of the Master Loan and Trust Agreement dated as of October 1, 2005 (the "Master Agreement") among the Business Finance Authority of the State of New Hampshire, the Borrower and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee (capitalized terms used in this certificate shall have the respective meanings given by the Master Agreement): 1. This certificate applies to the Subseries Bonds for the Escrow Mandatory Purchase Date of ________, 20__. This certificate shall be ratified and confirmed by the delivery on the Escrow Mandatory Purchase Date by the Borrower of its Loan Request Certificate. 2. There has not occurred and there is not continuing an Event of Default by the Borrower under the Master Agreement. 3. As contemplated by Section 3.01(c)(i) of the Master Agreement and in consideration of the mutual agreements contained therein, the Borrower does hereby request the loan by the Authority of the proceeds of the Subseries __ Bonds now on deposit under the Escrow Agreement, together with investment earnings, if any, thereon, to the Borrower for deposit by the Trustee in the Project Fund established by the Master Agreement. 4. The Borrower hereby ratifies and confirms as of the date hereof each of the representations, warranties, covenants and agreements made by it in the Master Agreement, and, in particular, agrees to apply the proceeds of the Subseries ___Bonds to the costs of the Project and to repay the loan as provided by and in full accordance with the Master Agreement. 5. The Borrower is providing herewith a Mode Change Notice, and will provide on or before the Escrow Mandatory Purchase Date, if required by the Master Agreement, a Favorable Opinion of Bond Counsel and, for execution by the Executive Director of the Authority, a completed Form 8038 relating to the loan of the proceeds of the Subseries __ Bonds to the Borrower, together with such other documentation as Bond Counsel may reasonably require to preserve the exclusion from gross income of the interest on the Subseries __ Bonds. <PAGE>