Common use of Resignation or Removal Clause in Contracts

Resignation or Removal. The Transfer Agent may resign upon 30 days advance written notice of termination to the Issuer. The Issuer may remove the Transfer Agent as Transfer Agent upon 30 days advance written notice of termination to the Transfer Agent, which notice shall include a certified copy of a resolution of the Board of Directors (or other governing body) of the Issuer. Such removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunder. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver to the Issuer, or to a successor transfer agent as directed in writing by the Issuer, electronic copies of all records of the Issuer in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. In the event that the Transfer Agent shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuer, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the other, all electronic records, materials and other property of the other held by each. The proprietary software programs of the Transfer Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer Agent.

Resignation or Removal. The Transfer Agent may resign upon 30 days advance written notice of termination to the IssuerCorporation. The Issuer Corporation may remove the Transfer Agent as Transfer Agent Agent, Registrar, Rights Agent, and/or Dividend Disbursing Agent, as the case may be, upon 30 days advance written notice of termination to the Transfer Agent, which notice shall include a certified copy of a resolution of the Board of Directors (or other governing body) of the IssuerCorporation. Such removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunder. The Corporation agrees that any blank stock certificates shall either be delivered directly to a banknote printer to oversilver the name of the Transfer Agent, or destroyed, as directed by the Corporation. The Corporation agrees to pay the cost of oversilvering and delivering blank stock certificates, and imprinting the name of the successor Transfer Agent thereon. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver deliver, at the expense of the Corporation, to the IssuerCorporation, or to a successor transfer agent as directed in writing by the IssuerCorporation, electronic copies of all records of the Issuer Corporation in the possession of the Transfer Agent. The Issuer acknowledges and understands that , with the software and programs used by exception of any blank stock certificates, as discussed in the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreementparagraph directly above. In the event that the Transfer Agent either party shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuerother party, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreementterminating party. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the other, all electronic recordspapers, materials and other property of the other held by each. The proprietary software programs of the Transfer Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer Agent.

Resignation or Removal. The Transfer Subject to the appointment and acceptance of a successor as provided below, each of the Collateral Monitoring Agent, the Issuing Bank or the Agent (i) may resign upon at any time by giving not less than 10 days' prior written notice thereof to the Lenders and the Borrower and (ii) may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor. If no successor Collateral Monitoring Agent, Issuing Bank or Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days advance written after the retiring party's giving of notice of termination to resignation or the Issuer. The Issuer may remove Majority Lenders' removal of the Transfer Agent as Transfer Agent upon 30 days advance written notice of termination to retiring party, then the Transfer retiring Collateral Monitoring Agent, which notice shall include a certified copy of a resolution the Issuing Bank or Agent, as the case may be, may, on behalf of the Board of Directors (or other governing body) Lenders, after consultation with the Borrower, appoint a successor which shall be one of the Issuer. Such removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunderLenders. Upon the effective date acceptance of a any appointment as successor hereunder or under the Security Documents, such successor Collateral Monitoring Agent, Issuing Bank or Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring party, and the retiring party shall be discharged from its duties and obligations hereunder and under the Security Documents. After any retiring party's resignation or removal in accordance with hereunder as Collateral Monitoring Agent, Issuing Bank or Agent, as the case may be, the provisions noted above, the Transfer Agent shall deliver to the Issuer, or to a successor transfer agent as directed in writing by the Issuer, electronic copies of all records of the Issuer in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. In Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the event that the Transfer Agent shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuer, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the other, all electronic records, materials and other property of the other held by each. The proprietary software programs of the Transfer Collateral Monitoring Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer AgentIssuing Bank or Agent hereunder.

Resignation or Removal. The Transfer Agent may resign upon 30 days advance written notice of termination to the IssuerTrust. The Issuer Trust may remove the Transfer Agent as Transfer Agent Agent, Registrar, Rights Agent, and/or Dividend Disbursing Agent, as the case may be, upon 30 days advance written notice of termination to the Transfer Agent, which notice shall include a certified copy of a resolution of the Board of Directors (or other governing body) of the IssuerTrust. Such resignation or removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon date specified in the payment of written notice. The Trust’s obligation to pay all amounts due to the Transfer Agent, including any outstanding fees and expenses, up expenses relating to and including the removal date in connection with the services provided hereunderhereunder and to the termination of this Agreement, shall survive termination of this Agreement. The Trust agrees that any blank stock certificates shall either be delivered directly to a banknote printer to oversilver the name of the Transfer Agent, or destroyed, as directed by the Trust. The Trust agrees to pay the cost of oversilvering and delivering blank stock certificates, and imprinting the name of the successor Transfer Agent thereon. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver deliver, at the expense of the Trust, to the IssuerTrust, or to a successor transfer agent as directed in writing by the IssuerTrust, electronic copies of all records of the Issuer Trust in the possession of the Transfer Agent. The Issuer acknowledges and understands that , with the software and programs used by exception of any blank stock certificates, as discussed in the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreementparagraph directly above. In the event that the Transfer Agent either party shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuerother party, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreementterminating party. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the other, all electronic recordspapers, materials and other property of the other held by each. The proprietary software programs of the Transfer Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer Agent.

Resignation or Removal. (a) The Transfer Agent Securities Administrator or the Trustee may at any time resign upon 30 days advance by giving written notice of termination such resignation to the IssuerCompany and by mailing notice thereof to the Holders at their addresses as they shall appear on the Note Register. The Issuer may remove the Transfer Agent as Transfer Agent upon 30 days advance written Upon receiving such notice of termination to resignation, the Transfer AgentCompany shall promptly appoint a successor by written instrument, which notice shall include a certified copy of a resolution in duplicate, executed by order of the Board of Directors (Directors, one copy of which instrument shall be delivered to the resigning Securities Administrator or other governing body) Trustee, as applicable, and one copy to its successor. If no successor shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation to the Holders, the resigning Securities Administrator or Trustee may, upon ten Business Days’ notice to the Company and the Holders, appoint or petition any court of competent jurisdiction for the appointment of its successor at the expense of the IssuerCompany, or any Holder who has been a bona fide holder of a Note or Notes for at least six months may, subject to the provisions of Section 6.11, on behalf of himself and all others similarly situated, petition any such court for the appointment of such successor. Such removal court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint such successor. (b) In case at any time any of the following shall become effective upon receipt by occur: (i) the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due Trustee shall cease to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunder. Upon the effective date of a resignation or removal be eligible in accordance with the provisions noted aboveof Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Holder, or (ii) the Transfer Agent Securities Administrator or the Trustee shall deliver to the Issuerbecome incapable of acting, or to a successor transfer agent as directed in writing by the Issuer, electronic copies of all records of the Issuer in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. In the event that the Transfer Agent shall cease conducting business in the normal course, become be adjudged bankrupt or insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option receiver of the Issuer, this Agreement Securities Administrator or the Trustee or of its property shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolventbe appointed, or is any public officer shall take charge or control of the subject Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in either case, the Company may by a petition Board Resolution remove the Trustee or the Securities Administrator, as applicable, and appoint its successor by written instrument, in bankruptcy duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee or the Securities Administrator so removed and such petition is not dismissed within sixty (60) days from one copy to its filingsuccessor, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination of this Agreement, each party shallor, subject to applicable law the provisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months may, on behalf of himself and regulationall others similarly situated, promptly return petition any court of competent jurisdiction for the removal of the Securities Administrator or the Trustee and the appointment of its successor. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Securities Administrator or the Trustee, as applicable, and appoint its successor. (c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section 8.04, may at any time, upon thirty (30) days prior written notice to the otherSecurities Administrator or the Trustee, all electronic recordsas applicable, materials remove the Securities Administrator or the Trustee, as applicable, and other property nominate its successor that shall be deemed appointed as successor unless within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Securities Administrator or the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment of such successor. (d) The Securities Administrator or the Trustee may be removed at any time with respect to the Notes by the Company, upon thirty (30) days prior written notice to such Securities Administrator or Trustee, as applicable, by an Officers’ Certificate delivered to the Securities Administrator or the Trustee, as applicable, provided that contemporaneously therewith (x) the Company immediately appoints its successor with respect to the Notes meeting the requirements of Section 7.08 hereof and (y) the terms of Section 7.10 hereof are complied with in respect of such appointment (the Securities Administrator or the Trustee being removed hereby agreeing to execute the instrument contemplated by Section 7.10 hereof, if applicable, under such circumstances) and provided further that no Default or Event of Default with respect to the Notes shall have occurred and then be continuing at such time. (e) Any resignation or removal of the other held by each. The proprietary software programs Securities Administrator or the Trustee and appointment its successor pursuant to any of the Transfer Agent, the data generated by such proprietary programs and the data generated provisions of this Section 7.09 shall become effective upon acceptance of appointment by the users using such proprietary programs are successor trustee as provided in Section 7.10 or the property of the Transfer Agentsuccessor Securities Administrator as provided in Section 7.13, as applicable.

Resignation or Removal. The Transfer Agent may resign upon 30 90 days advance written notice of termination to the IssuerTrust, subject to any separate agreement which the Transfer Agent may have with the Trust. The Issuer Trust may remove the Transfer Agent as Transfer Agent, Registrar, and/or Dividend Disbursing Agent, as the case may be, subject to any separate agreement which the Transfer Agent may have with the Trust, upon 30 90 days advance written notice of termination to the Transfer Agent, which notice shall include a certified copy of by a resolution of the Board of Directors (or other governing body) Trustees of the IssuerTrust. Such removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with such agency. Notwithstanding the services provided hereunderabove, this Agreement may be terminated at any time by either the Trust or the Transfer Agent upon a material breach of a representation, covenant or term of this Agreement by the other party which is not cured within a period not to exceed thirty (30) days after the date of written notice thereof by the other party. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver deliver, at the expense of the Trust, to the IssuerTrust, or to a successor transfer agent Transfer Agent as directed in writing by the IssuerTrust, electronic copies of all records of the Issuer Trust in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. In the event that the Transfer Agent either party shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuerother party, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreementterminating party. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the other, all electronic recordspapers, materials and other property of the other held by each. The proprietary software programs of the Transfer Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer Agent.

Resignation or Removal. The Transfer Subject to the appointment and acceptance of a successor Depositary Agent as provided below, the Depositary Agent may resign upon at any time by giving 30 days advance days' prior written notice of termination thereof to AEE, and the Issuer. The Issuer Depositary Agent may remove the Transfer Agent as Transfer Agent upon 30 days advance written notice of termination to the Transfer Agent, which notice shall include a certified copy of a resolution of the Board of Directors (or other governing body) of the Issuer. Such removal shall become effective upon receipt be removed at any time with cause by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunder. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver to the Issuer, or to a successor transfer agent as directed in writing by the Issuer, electronic copies of all records of the Issuer in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this AgreementAEE. In the event that the Transfer Depositary Agent shall cease conducting business decline to take any action without first receiving adequate indemnity and, having received adequate indemnification, shall continue to decline to take such action, AEE shall be deemed to have sufficient cause to remove the Depositary Agent. Upon any such resignation or removal, AEE shall have the right to appoint a successor Depositary Agent which shall be a bank or trust company that (i) has an office in The City of New York, New York, (ii) has capital, surplus and undivided profits of at least $500,000,000, (iii) is experienced in administering sophisticated financing transactions, (iv) is experienced in non-recourse lending on a project finance basis and (v) is reasonably acceptable to the normal courseLessor. If no successor Depositary Agent shall have been appointed by AEE and shall have accepted such appointment within 30 days after the retiring Depositary Agent's giving of notice of resignation or the removal of the retiring Depositary Agent, become insolventthen the retiring Depositary Agent may appoint a successor Depositary Agent, which shall be a single bank or trust company that (i) has an office in The City of New York, New York, (ii) has capital, surplus and undivided profits of at least $500,000,000, (iii) is the subject of experienced in administering sophisticated financing DEPOSITARY AGREEMENT 31 transactions, (iv) is experienced in non-recourse lending on a petition in bankruptcy project finance basis and (v) is reasonably acceptable to AEE (and such petition is bank or trust company shall be irrevocably deemed acceptable to AEE if AEE shall not dismissed within sixty set forth its objections to such bank or trust company in a written notice delivered to the Depositary Agent not more than ten Business Days after the Depositary Agent shall have notified AEE that it intends to appoint such entity as successor Depositary Agent). Upon the acceptance of any appointment as Depositary Agent hereunder by the successor Depositary Agent, (60a) days such successor Depositary Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its filingrespective duties and obligations hereunder, then at and (b) the option retiring Depositary Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the Issuersuccessor Depositary Agent, this Agreement and the retiring Depositary Agent shall terminate immediately upon written notice received from execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the Issuerrights of the retiring Depositary Agent with respect to the Accounts to the successor Depositary Agent. In After the event that retiring Depositary Agent's resignation or removal hereunder as Depositary Agent, the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination provisions of this AgreementArticle IV and of Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while acting as Depositary Agent. Further, each a corporation into which the Depositary Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, subject to applicable law and regulation, promptly return to the otherextent permitted by Applicable Law, be the successor Depositary Agent under this Depositary Agreement without further formality and shall thereupon succeed to and become vested with all electronic recordsthe rights, materials powers, privileges and other property duties of the other held by eachDepositary Agent with which such corporation was merged, converted or consolidated. The proprietary software programs of the Transfer Agent, the data generated by Depositary Agent concerned shall forthwith notify such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer Agentevent to AEE.

Resignation or Removal. The Transfer Subject to the appointment and acceptance of a successor Depositary Agent as provided below, the Depositary Agent may resign upon at any time by giving 30 days’ prior written notice thereof to the Collateral Agent, the Administrative Agent and the Borrower. The Depositary Agent may be removed at any time with or without cause by the Collateral Agent (acting on instructions of the Administrative Agent). Upon any such resignation or removal, the Collateral Agent (acting on instructions of the Administrative Agent) shall have the right to appoint a successor Depositary Agent (which appointment shall be subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred or is continuing) which successor shall be a bank that (a) has an office in New York, New York with capital, surplus and undivided profits of at least $50,000,000, (b) is experienced in administering similar financing transactions, (c) is experienced in administering non-recourse project finance transactions and (d) is reasonably acceptable to the other Agents. If no successor Depositary Agent shall have been appointed by the Collateral Agent (acting on instructions of the Administrative Agent) and shall have accepted such appointment within 30 days advance written after the retiring Depositary Agent’s giving of notice of termination resignation or the removal of the retiring Depositary Agent, then the retiring Depositary Agent may appoint, or petition a court of competent jurisdiction to the Issuer. The Issuer may remove the Transfer Agent as Transfer Agent upon 30 days advance written notice of termination to the Transfer appoint, a successor Depositary Agent, which notice shall include be a certified copy bank or trust company that (i) has an office in New York, New York with capital, surplus and undivided profits of a resolution of the Board of Directors at least $50,000,000, (or other governing bodyii) of the Issuer. Such removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution is experienced in administering similar financing transactions, (iii) is experienced in administering non-recourse project finance transactions and upon the payment of all amounts due (iv) is acceptable to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunderother Agents. Upon the effective date acceptance of a any appointment as Depositary Agent hereunder by the successor Depositary Agent, (A) such successor Depositary Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Depositary Agent, and the retiring Depositary Agent shall be discharged from its duties and obligations hereunder and (B) the retiring Depositary Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Depositary Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Depositary Agent with respect to the Accounts to the successor Depositary Agent. After the retiring Depositary Agent’s resignation or removal in accordance with hereunder as Depositary Agent, the provisions noted above, the Transfer Agent of this Article VIII and of Article IX shall deliver continue in effect for its benefit in respect of any actions taken or omitted to the Issuer, or to a successor transfer agent be taken by it while it was acting as directed in writing by the Issuer, electronic copies of all records of the Issuer in the possession of the Transfer Depositary Agent. The Issuer acknowledges and understands that Further, a corporation into which the software and programs used by the Transfer Depositary Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to provide the software and programs to the Issuer upon termination of this Agreement. In the event that the Transfer Agent shall cease conducting business in the normal course, become insolvent, or which it is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuer, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the otherextent permitted by applicable Law, be the successor Depositary Agent under this Account Agreement without further formality and shall thereupon succeed to and become vested with all electronic recordsthe rights, materials powers, privileges and other property duties of the other held by eachDepositary Agent with which such corporation was merged, converted or consolidated. The proprietary software programs of Depositary Agent concerned shall forthwith notify the Transfer Agent, the data generated by such proprietary programs Borrower and the data generated by the users using Collateral Agent of any such proprietary programs are the property of the Transfer Agentevent.

Resignation or Removal. The Transfer Subject to the appointment and ---------------------- acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign upon at any time by giving 30 days advance days' prior written notice of termination thereof to the Issuer. The Issuer may remove the Transfer Agent as Transfer Agent upon 30 days advance written notice of termination to the Transfer Collateral Agent, which notice shall include a certified copy of a resolution of the Board of Directors (or other governing body) of the Issuer. Such removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunder. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver to the Issuer, or to a successor transfer agent Xxxxxx XX Holdings and Xxxxxx III Holdings (provided that if the Administrative Agent is also the -------- Collateral Agent and the Trustee, it must also at the same time resign as directed in writing Collateral Agent and as Trustee), and the Administrative Agent may be removed at any time with cause by the Issuer, electronic copies of all records of the Issuer in the possession of the Transfer Collateral Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. In the event that the Transfer Administrative Agent shall cease conducting business in decline to take any action without first receiving adequate indemnity and, having received adequate indemnification, shall continue to decline to take such action, the normal courseCollateral Agent shall be deemed to have sufficient cause to remove the Administrative Agent. Prior to the occurrence of an Event of Default, become insolventthe Issuer shall have the right to remove the Administrative Agent upon 30 day's notice to the Secured Parties with or without cause, or is subject to the subject appointment and acceptance of a petition successor Administrative Agent as provided below. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Administrative Agent which shall be a single bank or trust company that (i) has an office in bankruptcy New York, New York, (ii) has capital, surplus and such petition undivided profits of at least $50,000,000, (iii) is not dismissed within sixty experienced in administering sophisticated financing transactions, and (60iv) days from its filingso long as no Event of Default has occurred and is continuing, then at the option of the Issuer, this Agreement shall terminate immediately upon written notice received from is reasonably acceptable to the Issuer. In If no successor Administrative Agent shall have been appointed by the event Collateral Agent and shall have accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may appoint a successor Administrative Agent, which shall be a single bank or trust company that (i) has an office in New York, New York, (ii) has capital, surplus and undivided profits of at least $50,000,000, (iii) is experienced in administering sophisticated financing transactions, and (iv) so long as no Event of Default has occurred and is continuing, is reasonably acceptable to the Issuer Issuer. Upon the acceptance of any appointment as Administrative Agent hereunder by the successor Administrative Agent, (a) such successor Administrative Agent shall cease conducting business in thereupon succeed to and become vested with all the normal courserights, become insolventpowers, or is privileges and duties of the subject of a petition in bankruptcy retiring Administrative Agent, and such petition is not dismissed within sixty (60) days the retiring Administrative Agent shall be discharged from its filingduties and obligations hereunder and (b) the retiring Administrative Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the successor Administrative Agent and the retiring Administrative Agent shall execute and deliver such notices, then this Agreement shall terminate immediately upon payment instructions and assignments as may be necessary or desirable to transfer the rights of claims of all the security-holders of securities issued by retiring Administrative Agent with respect to such Accounts to the Issuer on successor Administrative Agent. After the Akemona Platform under this Agreement. Upon termination retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this AgreementArticle IV and of Article V shall ---------- --------- continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while acting as Administrative Agent. Further, each a corporation into which the Administrative Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, subject to applicable law and regulation, promptly return to the otherextent permitted by Applicable Law, be the successor Administrative Agent under this Agreement without further formality and shall thereupon succeed to and become vested with all electronic recordsthe rights, materials powers, privileges and other property duties of the other held by eachAdministrative Agent with which such corporation was merged, converted or consolidated. The proprietary software programs of Administrative Agent shall forthwith notify such event to the Transfer Agent, the data generated by such proprietary programs Issuer and the data generated by the users using such proprietary programs are the property of the Transfer Collateral Agent.

Resignation or Removal. The Transfer Escrow Agent may shall have the right, at any time, to resign upon 30 days advance as Escrow Agent by giving written notice of termination its resignation to the IssuerEnergy ESCO and RG&E at least 30 business days prior to the date specified for the resignation to take effect. The Issuer may Energy ESCO and RG&E shall have the right, at any time, to remove the Transfer Escrow Agent as Transfer Agent upon 30 days advance from its duties hereunder by giving a joint written notice of termination such removal to the Transfer AgentEscrow Agent at least 30 business days prior to the date specified for the removal to take effect, which notice together with the name and address of the successor Xxxxxx Agent to be appointed hereunder. If the Escrow Agent shall include a certified copy be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a resolution receiver appointed by a court, the Energy ESCO and RG&E shall have the right, at any time, to remove the Escrow Agent from its duties hereunder by giving a joint written notice of such removal to the Escrow Agent at least two (2) business days prior to the date specified for the removal to take effect, together with the name and address of the Board of Directors (or other governing body) of the Issuersuccessor Xxxxxx Agent to be appointed xxxxxxxxx. Such removal shall become effective In any such case, upon receipt by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunder. Upon the effective date of a the resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver removal; (i) All unearned fees will be returned to the IssuerEnergy ESCO and all Escrow Funds then held by the Escrow Agent will be delivered by it to such person as may be designated in writing by authorized representatives of the Energy ESCO and RG&E, or at which time the Escrow Agent’s obligations under this Agreement will terminate. (ii) The Escrow Agent’s sole responsibility after the effective date of its resignation will be to keep all property then held by it and to deliver that property to a successor transfer agent as directed person designated in writing by the IssuerEnergy ESCO and RG&E, electronic copies or, if no such person is designated, in accordance with a final order or judgment of all records a court of the Issuer in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. competent jurisdiction. (iii) In the event that the Transfer no appointment of a successor Xxxxxx Agent or a temporary successor Escrow Agent shall cease conducting business in have been made by joint written notice by the normal courseEnergy ESCO and RG&E within thirty (30) days after written notice of resignation of the Escrow Agent has been given to the Energy ESCO and RG&E, become insolvent, the Energy ESCO or is RG&E or the subject resigning Escrow Agent may apply to any court of competent jurisdiction for the appointment of a petition in bankruptcy successor Xxxxxx Agent, and such petition is not dismissed within sixty (60) days from its filingcourt may thereupon, then at the option of the Issuerafter such notice, this Agreement if any, as it shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal coursedeem proper, become insolvent, or is the subject of appoint a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the other, all electronic records, materials and other property of the other held by each. The proprietary software programs of the Transfer Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer successor Escrow Agent.

Resignation or Removal. The Transfer Escrow Agent may resign upon as Escrow Agent following the giving of 30 calendar days advance prior written notice of termination to the Issuerother parties to this Agreement. The Issuer Similarly, the Escrow Agent may remove be removed and replaced following the Transfer Agent as Transfer Agent upon giving of 30 calendar days advance prior written notice of termination to the Transfer AgentEscrow Agent by Sellers and the Chardan Indemnified Parties. In either event, which notice shall include a certified copy of a resolution the duties of the Board Escrow Agent shall terminate 30 calendar days after the date of Directors such written notice (or other governing bodyas of such earlier date as may be mutually agreeable) and the Escrow Agent shall then deliver the balance of the Issuer. Such removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Agent, including any outstanding fees and expenses, up to and including the removal date Escrow Fund then in connection with the services provided hereunder. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver to the Issuer, or its possession to a successor transfer agent Escrow Agent as directed in writing shall be appointed by Sellers subject to the Issuerconsent of Chardan (which consent will not unreasonably be withheld), electronic copies or failing such appointment, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief, and such resulting appointment shall be binding upon all records of the Issuer in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation parties to provide the software and programs to the Issuer upon termination of this Agreement. In the event that the Transfer Agent shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuer, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination acknowledgment by any successor Escrow Agent of the receipt of the remaining balance of the Escrow Fund, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, each party shallexcept for any liability with respect to any previous acts, subject steps or omissions resulting from its own gross negligence, bad faith or willful misconduct as set forth in Section 5. Any bank or corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or corporation to applicable law and regulationwhom the Escrow Agent may transfer a substantial amount of its escrow business, promptly return shall be the successor to the other, all electronic records, materials and other property Escrow Agent without the execution or filing of any paper or any further act on the part of any of the other held by each. The proprietary software programs of parties, anything herein to the Transfer Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer Agentcontrary notwithstanding.

Resignation or Removal. (a) The Transfer Agent may resign upon 30 days advance written notice of termination to the IssuerCorporation. The Issuer Corporation may remove the Transfer Agent as Transfer Agent Agent, Registrar, Rights Agent, and/or Dividend Disbursing Agent, as the case may be, upon 30 days advance written notice of termination to the Transfer Agent, which notice shall include a certified copy of a resolution of the Board of Directors (or other governing body) of the IssuerCorporation. Such resignation or removal shall become effective upon receipt by the Transfer Agent of a certified copy of such resolution and upon date specified in the payment of written notice. The Corporation’s obligation to pay all amounts due to the Transfer Agent, including any outstanding fees and expenses, up expenses relating to and including the removal date in connection with the services provided hereunderhereunder and to the termination of this Agreement, shall survive termination of this Agreement. The Corporation agrees that any blank stock certificates shall either be delivered directly to a banknote printer to oversilver the name of the Transfer Agent, or destroyed, as directed by the Corporation. The Corporation agrees to pay the cost of oversilvering and delivering blank stock certificates, and imprinting the name of the successor Transfer Agent thereon. (b) Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver deliver, at the expense of the Corporation, to the IssuerCorporation, or to a successor transfer agent as directed in writing by the IssuerCorporation, electronic copies of all records of the Issuer Corporation in the possession of the Transfer Agent. The Issuer acknowledges and understands that , with the software and programs used by the Transfer Agent for maintaining records exception of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. any blank stock certificates, as discussed in paragraph (a) above. (c) In the event that the Transfer Agent either party shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then at the option of the Issuerother party, this Agreement shall terminate immediately upon written notice received from the Issuer. In the event that the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreementterminating party. Upon termination of this Agreement, each party shall, subject to applicable law and regulation, promptly return to the other, all electronic recordspapers, materials and other property of the other held by each. The proprietary software programs of the Transfer Agent, the data generated by such proprietary programs and the data generated by the users using such proprietary programs are the property of the Transfer Agent.

Resignation or Removal. The Transfer Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign upon at any time by giving 30 days advance days' prior written notice of termination thereof to the Issuer. The Issuer may remove the Transfer Agent as Transfer Agent upon 30 days advance written notice of termination to the Transfer Collateral Agent, which notice shall include a certified copy of a resolution of the Board of Directors (or other governing body) of Partnership and the Issuer. Such removal shall become effective upon receipt Funding Corporation, and the Administrative Agent may be removed at any time with cause by the Transfer Agent of a certified copy of such resolution and upon the payment of all amounts due to the Transfer Collateral Agent, including any outstanding fees and expenses, up to and including the removal date in connection with the services provided hereunder. Upon the effective date of a resignation or removal in accordance with the provisions noted above, the Transfer Agent shall deliver to the Issuer, or to a successor transfer agent as directed in writing by the Issuer, electronic copies of all records of the Issuer in the possession of the Transfer Agent. The Issuer acknowledges and understands that the software and programs used by the Transfer Agent for maintaining records of Cryptographic Token securities are proprietary and confidential property of the Transfer Agent. The Transfer Agent shall have no obligation to provide the software and programs to the Issuer upon termination of this Agreement. In the event that the Transfer Administrative Agent shall cease conducting business in decline to take any action without first receiving adequate indemnity and, having received adequate indemnification, shall continue to decline to take such action, the normal courseCollateral Agent shall be deemed to have sufficient cause to remove the Administrative Agent. Prior to the occurrence of an Event of Default, become insolventthe Partnership shall have the right to remove the Administrative Agent upon 30 day's notice to the Senior Secured Parties with or without cause, or is subject to the subject appointment and acceptance of a petition successor Administrative Agent as provided below. Upon any such resignation or removal, the Collateral Agent shall have the right to appoint a successor Administrative Agent which shall be a single bank or trust company that (i) has an office in bankruptcy New York, New York, (ii) has capital, surplus and undivided profits of at least $50,000,000, (iii) is experienced in administering sophisticated financing transactions, and (iv) so long as no Event of Default has occurred and is continuing, is reasonably acceptable to the Partnership. If no successor Administrative Agent shall have been appointed by the Collateral Agent and shall have accepted such petition appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the removal of the retiring Administrative Agent, then the retiring Administrative Agent may appoint a successor Administrative Agent, which shall be a single bank or trust company that (i) has an office in New York, New York, (ii) has capital, surplus and undivided profits of at least $50,000,000, (iii) is not dismissed within sixty experienced in administering sophisticated financing transactions, and (60iv) days so long as no Event of Default has occurred and is continuing, is reasonably acceptable to the Partnership. Upon the acceptance of any appointment as Administrative Agent hereunder by the successor Administrative Agent, (a) such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its filing, then at duties and obligations hereunder and (b) the option retiring Administrative Agent shall promptly transfer all Accounts within its possession or control to the possession or control of the Issuersuccessor Administrative Agent and the retiring Administrative Agent shall execute and deliver such notices, this Agreement shall terminate immediately upon written notice received from instructions and assignments as may be necessary or desirable to transfer the Issuerrights of the retiring Administrative Agent with respect to such Accounts to the successor Administrative Agent. In After the event that retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the Issuer shall cease conducting business in the normal course, become insolvent, or is the subject of a petition in bankruptcy and such petition is not dismissed within sixty (60) days from its filing, then this Agreement shall terminate immediately upon payment of claims of all the security-holders of securities issued by the Issuer on the Akemona Platform under this Agreement. Upon termination provisions of this AgreementArticle IV and of Article V shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while acting as Administrative Agent. Further, each a corporation into which the Administrative Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, subject to applicable law and regulation, promptly return to the otherextent permitted by Applicable Law, be the successor Administrative Agent under this Agreement without further formality and shall thereupon succeed to and become vested with all electronic recordsthe rights, materials powers, privileges and other property duties of the other held by eachAdministrative Agent with which such corporation was merged, converted or consolidated. The proprietary software programs of Administrative Agent shall forthwith notify such event to the Transfer AgentPartnership, the data generated by such proprietary programs Funding Corporation and the data generated by the users using such proprietary programs are the property of the Transfer Collateral Agent.