Common use of Rights with respect to Collateral Clause in Contracts

Rights with respect to Collateral. (a) So long as no Event of Default has occurred and is continuing, the provisions set forth below shall apply. (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash in respect of the Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of or exchange for, any Pledged Interest shall be, and shall, subject to the Subordination Agreement, be forthwith delivered to the Lender to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held on or after the date of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, subject to the Subordination Agreement, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Borrower. This proxy is coupled with an interest and is irrevocable until such time as no part of any Term Loan Commitment remains outstanding and all Obligations have been paid in full.

Rights with respect to Collateral. (a) So long as no Event of Default has occurred and is continuing, the provisions set forth below shall apply. (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash in respect of the Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of or exchange for, any Pledged Interest shall be, and shall, subject to the Subordination Agreement, be forthwith delivered to the Lender to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions set forth below shall apply. and at any time thereafter while it is continuing, Buyer, at its option, and without notice or demand of any kind (iall of which are hereby expressly waived by Seller) All rights may do any one or more of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(ifollowing: (a) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions Take possession of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not Collateral wherever it may be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. found (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lenderi.e. web hosting provider), and for that purpose Seller authorizes Buyer without judicial process to enter onto any adjournments thereof, held on or after the date of the giving of this proxy and Seller's premises without hindrance to execute search for, take possession of, keep, store, or remove any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consentsCollateral, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance should Buyer seek to take possession of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights any or all of the Lender hereunderCollateral by Court process or through a receiver, a nominee appointed Seller irrevocable waives: (i) any bond and any surety or security relating to Collateral required by the Lender to serve as proxyholderany statute, court rule or otherwise as approved by an incident to such possession; (ii) any demand for possession prior to the Pledgor in writing, commencement of any suit or action to recover possession the Collateral; and (iii) any requirement that Buyer retain possession of and not dispose of any such approval not Collateral until after trial or final judgment; (b) Require Seller to assemble any or all of the Collateral and make it available to Buyer at a place or places to be unreasonably withhelddesignated by Buyer which is reasonably convenient to Buyer and Seller, and to remove the Collateral to such locations as Buyer may deem advisable; (c) as Sell, reclaim, lease or otherwise dispose of all or any portion of the proxyholder Collateral in its condition at the time Buyer obtains possession, and to adjourn any such sale from time to time without notice other than oral announcement at the time scheduled for sale. Buyer may directly or through any affiliated company purchase or lease any Collateral at any such public disposition and, upon the occurrence if permissible under applicable law, at any private disposition. Any sale or during the continuance other disposition of Collateral will not relieve Seller of any Event liability Seller may have if any Collateral is defective as to title or physical condition at the time of Defaultsale; or (d) Demand payment of, subject and collect any Accounts, Instruments, Chattel Paper, Supporting Obligations and General Intangibles comprising part or all of the Collateral. Any and all attorneys' fees, expenses, costs, liabilities and obligations incurred by Buyer with respect to the Subordination Agreement, hereby authorizes foregoing will be added to and directs the proxyholder to file this proxy and the substitution instrument with the secretary become part of the Borrower. This proxy is coupled with an interest Obligations and is irrevocable until such time as no part of any Term Loan Commitment remains outstanding and all Obligations have been paid in fullwill be due on demand.

Rights with respect to Collateral. (a) So long as no Event of Default has occurred Each Secured Party agrees with all other Secured Parties and is continuing, the provisions set forth below shall apply. Collateral Agent (i) The Pledgor that it shall be entitled to not, and shall not attempt to, exercise any and all voting and rights with respect to its security interest in the Collateral, whether pursuant to any other consensual rights pertaining agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. TO: The Subscribers identified on Schedule A hereto: We have acted as special counsel to Advanced Medical Isotope Corporation, a Delaware corporation (the “Company”), in connection with a partial or total liquidation or dissolution or the offer and sale by the Company of secured promissory notes in connection with a reduction the principal amount of capitalup to $1,250,000 (the “Notes"), capital surplus or paid-in surplus and Additional Investment Rights (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of or exchange for, any Pledged Interest shall be“AIRs”), and shall, subject common stock purchase warrants (“Warrants") to the Subordination AgreementSubscribers identified on Schedule A hereto (each a “Subscriber”), be forthwith delivered in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the Lender to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Lender, be segregated exemption from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them registration under the Securities Act of 1933 shall 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor otherwise defined shall have the right meaning assigned to exercise them in the voting subscription agreement (the "Agreement") by and other consensual rights it would otherwise be entitled between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to exercise collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to Section 9(a)(ithe Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the Company (a) hereof and Bylaws of the Loan Agreement and receive Company (b) Certificate of Incorporation of the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. Company as amended (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests Escrow Agreement (except proxies granted to UBd) and, subject to the Subordination Form of Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held on or after the date of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, subject to the Subordination Agreement, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Borrower. This proxy is coupled with an interest and is irrevocable until such time as no part of any Term Loan Commitment remains outstanding and all Obligations have been paid in full.

Rights with respect to Collateral. (a) So long as no Event The Guarantor hereby agrees that any rights which the Guarantor may now or hereafter have to payments of Default has occurred and is continuing, any indebtedness owing from Borrower or to Guarantor in any collateral securing any of the provisions set forth below shall apply. (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to Indebtedness or against the Collateral Borrower or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect property of the Collateral; providedBorrower, however, that any and all (A) distributions paid including rights arising by virtue of subrogation or payable other than in cash in respect of, and instruments and other property received, receivable indemnification upon payment by Guarantor of amounts due from Borrower to Bank or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash in respect of the Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of or exchange for, any Pledged Interest shall be, and shall, subject to the Subordination Agreement, be forthwith delivered to the Lender to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lenderotherwise, shall be segregated from other funds subordinate and junior to the Bank's rights to said collateral or property and to the Bank's indefeasible right to the prior payment of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any Indebtedness or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held on or after the date of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, subject to the Subordination Agreement, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Borrower. This proxy is coupled with an interest and is irrevocable liabilities until such time as the Indebtedness is fully and finally paid. The Guarantor further authorizes the Bank, without notice or demand, to apply any obligations due or to become due to the Guarantor from the Bank in satisfaction of any of the Indebtedness and the Guarantor's obligation hereunder, including, but not limited to, the right to set-off against any deposits of the Guarantor with the Bank. The Bank shall be under no duty to undertake to collect upon such collateral or any part thereof, and shall not be liable for any negligence or mistake in judgment in handling, disposing of, obtaining, or failing to collect upon, or perfecting a security, interest in, any such collateral. Incorporation by Reference. Guarantor agrees that the terms, conditions, agreements, and stipulations in all instruments evidencing the Indebtedness guaranteed hereby, heretofore or hereafter executed, shall become part of any Term Loan Commitment remains outstanding this Guaranty and all Obligations have been paid in fullare hereby ratified, adopted and confirmed by Guarantor.

Rights with respect to Collateral. (a) So long as no Event of Default has occurred and is continuing, the provisions set forth below shall apply. (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash in respect of the Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of or exchange for, any Pledged Interest shall be, and shall, subject to the Subordination Agreement, be forthwith delivered to the Lender to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence of and during the continuation of any Event of Default, the provisions set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held on or after the date of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, the Requisite Holders of the Debentures (acting through the Collateral Agent or any other agent or Counsel directed to so act by the Collateral Agent), subject to (a) the Subordination provisions of Section 11.5, (b) the Pelorus Intercreditor Agreement, hereby authorizes and directs (c) the proxyholder Series A Intercreditor Agreement, may at any time and from time to file this proxy time, without notice to the Company or any other Person, unless such notice is expressly provided for herein, be entitled to proceed to exercise any of the following remedies (provided the rights of the Collateral Agent and the substitution instrument with Requisite Holders set forth herein shall automatically terminate upon the secretary earliest of (i) the termination of this Supplement, (ii) the Maturity Date, (iii) the cure of such existing Event of Default, or (iv) the waiver of such Event of Default by the Administrative Agent or the Requisite Holders): (1) by notice in writing to the Company declare the principal of and accrued and unpaid interest on all Debentures then outstanding (regardless of class or series) and all other monies outstanding hereunder to be due and payable and the same shall thereupon forthwith become immediately due and payable to the Debentureholder provided further that upon the occurrence of an Event of Default under Section 11.1(9) or 11.1(10), the principal of and accrued and unpaid interest on all Debentures then outstanding hereunder and all other monies outstanding hereunder, shall automatically without any declaration or other act on the part of the Borrower. This proxy is coupled with an Debentureholder become immediately due and payable to the Debentureholder and, in either case, upon such amounts becoming due and payable in either (i) or (ii) above, the Company shall (a) forthwith pay to the Debentureholders such principal, accrued and unpaid interest and is irrevocable until interest on amounts in default on such time as no part of any Term Loan Commitment remains outstanding Debenture and all Obligations have been paid other monies outstanding hereunder, together with subsequent interest at the rate borne by the Debentures on such principal, interest and such other monies from the date of such declaration or event until payment is received by the Debentureholders, such subsequent interest to be payable at the times and places and in full.the manner mentioned in and according to the tenor of the Debentures and

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (a) So long as no Event of Default has occurred that it shall not, and is continuingshall not attempt to, the provisions set forth below shall apply. (i) The Pledgor shall be entitled to exercise any and all voting and rights with respect to its security interest in the Collateral, whether pursuant to any other consensual rights pertaining agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (b) that such Secured Party has no other rights with respect to the Collateral other than as set forth in connection this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Xxxxxxxxxx Agent, such successor Collateral Agent shall thereupon succeed to and become vested with a partial all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or total liquidation removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex A shall inure to its benefit as to any actions taken or dissolution or in connection with a reduction omitted to be taken by it while it was Collateral Agent. Security Agreement dated as of capital, capital surplus or paid-in surplus and ________ made by the Secured Parties identified therein (Cthe “Security Agreement”) cash paid, payable or Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise distributed in respect of principal ofdefined herein shall have the meanings given to such terms in, or in redemption by reference in, the Security Agreement. The undersigned hereby agrees that upon delivery of or exchange for, any Pledged Interest shall be, and shall, subject this Additional Debtor Joinder to the Subordination Secured Parties referred to above, the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be forthwith deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Schedules to the Security Agreement, as applicable. An executed copy of this Joinder shall be delivered to the Lender to hold asSecured Parties, Collateral and shall, if received by the Pledgor, be received in trust for Secured Parties may rely on the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions matters set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held herein on or after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, subject to the Subordination Agreement, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Borrower. This proxy is coupled with an interest and is irrevocable until such time as no part of any Term Loan Commitment remains outstanding and all Obligations have been paid in fullSecured Parties.

Rights with respect to Collateral. (a) So long as no Event of Default has occurred Each Secured Party agrees with all other Secured Parties and is continuing, the provisions set forth below shall apply. Collateral Agent (i) The Pledgor that it shall be entitled to not, and shall not attempt to, exercise any and all voting and other consensual rights pertaining with respect to the security interest in the Collateral granted in the Agreement, whether pursuant to any other agreement or otherwise (other than pursuant to the Agreement), or take or institute any action against the Collateral Agent or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in connection the Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with a partial all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or total liquidation removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex C shall inure to its benefit as to any actions taken or dissolution or in connection with a reduction omitted to be taken by it while it was Collateral Agent. Security Agreement dated as of capitalJanuary , capital surplus or paid-in surplus and 2012 made by the Collateral Agent and the Secured Parties identified therein (Cthe “Security Agreement”) cash paid, payable or Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise distributed in respect of principal ofdefined herein shall have the meanings given to such terms in, or in redemption by reference in, the Security Agreement. The undersigned hereby confirms that it is the holder of or exchange fora 2012 Note and agrees that, any Pledged Interest effective as of the date set forth below the undersigned’s signature to this Secured Party Joinder, the undersigned shall be(a) be a Secured Party under the Security Agreement, and shall, subject (b) have all the rights and obligations of the Secured Parties under the Security Agreement as fully and to the Subordination Agreement, same extent as if the undersigned was an original signatory thereto. An executed copy of this Secured Party Joinder shall be forthwith delivered to the Lender to hold asCollateral Agent, and the Collateral and shall, if received by Agent may rely on the Pledgor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions matters set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held herein on or after the date of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, subject to the Subordination Agreement, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Borrower. This proxy is coupled with an interest and is irrevocable until such time as no part of any Term Loan Commitment remains outstanding and all Obligations have been paid in fullhereof.

Rights with respect to Collateral. (a) So long as no Event of Default has occurred Each Secured Party agrees with all other Secured Parties and is continuing, the provisions set forth below shall apply. Agent (i) The Pledgor that it shall be entitled to not, and shall not attempt to, exercise any and all voting and rights with respect to its security interest in the Collateral, whether pursuant to any other consensual rights pertaining agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in connection this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex A shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. Security and Pledge Agreement dated as of November 24, 2015 made by VISCOUNT SYSTEMS INC (a partial or total liquidation or dissolution or Nevada corporation) and each of its Subsidiaries party thereto from time to time, as Debtors to and in connection with a reduction favor of capital, capital surplus or paid-in surplus and the Secured Parties identified therein (Cthe “Security Agreement”) cash paid, payable or Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise distributed in respect of principal ofdefined herein shall have the meanings given to such terms in, or in redemption by reference in, the Security Agreement. The undersigned hereby agrees that upon delivery of or exchange for, any Pledged Interest shall be, and shall, subject this Additional Debtor Joinder to the Subordination Secured Parties referred to above, the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtor under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be forthwith deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Schedules to the Security Agreement, as applicable. An executed copy of this Joinder shall be delivered to the Lender to hold asSecured Parties, Collateral and shall, if received by the Pledgor, be received in trust for Secured Parties may rely on the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions matters set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held herein on or after the date hereof. This Joinder shall not be modified, amended or terminated without the prior written consent of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, subject to the Subordination Agreement, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Borrower. This proxy is coupled with an interest and is irrevocable until such time as no part of any Term Loan Commitment remains outstanding and all Obligations have been paid in fullSecured Parties.

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (a) So long as no Event of Default has occurred that it shall not, and is continuingshall not attempt to, the provisions set forth below shall apply. (i) The Pledgor shall be entitled to exercise any and all voting and rights with respect to its security interest in the Collateral, whether pursuant to any other consensual rights pertaining agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document. (ii) The Pledgor shall be entitled to receive and retain any and all distributions paid in compliance with the Loan Agreement in respect of the Collateral; provided, however, that any and all (A) distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or exchange for, the Collateral, (B) distributions paid or payable in cash Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (b) that such Secured Party has no other rights with respect to the Collateral other than as set forth in connection this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with a partial all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or total liquidation removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex A shall inure to its benefit as to any actions taken or dissolution or omitted to be taken by it while it was Collateral Agent. Reference is made to the Security and Pledge Agreement, dated as of January 3, 2018, entered into by HyreCar Inc and its subsidiaries party thereto from time to time, as Debtors to and in connection with a reduction favor of capital, capital surplus or paid-in surplus and the Secured Parties identified therein (C) cash paid, payable or the “Security Agreement”). Capitalized terms used herein and not otherwise distributed in respect of principal ofdefined herein shall have the meanings given to such terms in, or in redemption by reference in, the Security Agreement. The undersigned hereby agrees that upon delivery of or exchange for, any Pledged Interest shall be, and shall, subject this Additional Debtor Joinder to the Subordination Secured Parties referred to above, the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and obligations of the Debtors under the Security Agreement as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be forthwith deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Disclosure Schedules to the Security Agreement, as applicable. An executed copy of this Additional Debtor Joinder shall be delivered to the Lender to hold asSecured Parties, Collateral and shall, if received by the Pledgor, be received in trust for Secured Parties may rely on the benefit of the Lender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Lender as Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuation of any Event of Default, the provisions matters set forth below shall apply. (i) All rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) and to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall cease, and all such rights, subject to the Subordination Agreement, shall thereupon become vested in the Lender, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such distributions. (ii) All distributions that are received by the Pledgor contrary to the provisions of Section 9(b)(i) shall, subject to the Subordination Agreement, be received in trust for the benefit of the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Lender as Collateral in the same form as so received (with any necessary endorsement). (iii) Determination by the Lender to exercise its right to sell any or all of the Pledged Interests without registering them under the Securities Act of 1933 shall not be deemed to be commercially unreasonable. After any and all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 9(a)(i) hereof and the Loan Agreement and receive the distributions which it would be authorized to receive and retain pursuant to Section 9(a)(ii) hereof and the Loan Agreement. (c) The Pledgor hereby revokes all previous proxies with regard to the Pledged Interests (except proxies granted to UB) and, subject to the Subordination Agreement, appoints the Lender as its proxyholder and attorney-in-fact to attend and vote at any and all meetings of the shareholders of the Borrower (whether or not any Pledged Interests are transferred into the name of the Lender), and any adjournments thereof, held herein on or after the date hereof. This Additional Debtor Joinder shall not be modified, amended or terminated without the prior written consent of the giving of this proxy and to execute any and all written consents, waivers and ratifications of the Borrower executed on or after the date of the giving of this proxy and prior to the termination of this proxy with the same effect as if the Pledgor had personally attended the meetings or had personally voted on its Pledged Interests or had personally signed the consents, waivers or ratifications; provided, however, that the Lender as proxyholder shall have such rights only upon the occurrence and during the continuance of an Event of Default. The Pledgor hereby authorizes the Lender to substitute another Person (which Person shall be a successor to the rights of the Lender hereunder, a nominee appointed by the Lender to serve as proxyholder, or otherwise as approved by the Pledgor in writing, such approval not to be unreasonably withheld) as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, subject to the Subordination Agreement, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the Borrower. This proxy is coupled with an interest and is irrevocable until such time as no part of any Term Loan Commitment remains outstanding and all Obligations have been paid in fullSecured Parties.