WITH RESPECT TO ANY
FINANCING STATEMENT EXECUTED AND FILED PURSUANT TO THIS AGREEMENT.
10.
POWER OF ATTORNEY; FURTHER ASSURANCES.
(A)
SUBJECT TO ANY SENIOR SECURITY INTERESTS AS DESCRIBED HEREIN, THE
COMPANY HEREBY IRREVOCABLY APPOINTS THE SECURED PARTY AS THE COMPANY'S
ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF THE COMPANY AND
IN THE NAME OF THE COMPANY, FROM TIME TO
6
TIME IN THE SECURED PARTY'S DISCRETION, TO TAKE ANY ACTION AND TO EXECUTE ANY
INSTRUMENT WHICH THE SECURED PARTY MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH
THE PURPOSES OF THIS AGREEMENT, INCLUDING THE FILING, IN ITS SOLE DISCRETION, OF
ONE OR MORE FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS THERETO,
RELATIVE TO ANY OF THE COLLATERAL WITHOUT THE SIGNATURE OF THE COMPANY WHERE
PERMITTED BY LAW.
(B)
THE COMPANY SHALL EXECUTE SUCH ADDITIONAL AGREEMENTS AND DOCUMENTS
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION PLEDGE AGREEMENTS RELATING TO THE CAPITAL STOCK INCLUDED AS
COLLATERAL PURSUANT TO SECTION 1(A)(VI) ABOVE.
11.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING, WITH COPIES TO ALL THE OTHER PARTIES HERETO, AND
SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN (I) IF DELIVERED BY HAND, UPON
RECEIPT, (II) IF SENT BY FACSIMILE, UPON RECEIPT OF PROOF OF SENDING THEREOF,
(III) IF SENT BY NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE (RECEIPT
REQUESTED), THE NEXT BUSINESS DAY OR (IV) IF MAILED BY FIRST-CLASS REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, FOUR DAYS AFTER
POSTING IN THE U.S. MAILS, IN EACH CASE IF DELIVERED TO THE FOLLOWING ADDRESSES:
If to the Company:
Aspyra, Inc.
26115-A Mureau Road
Calabasas, CA 91302
Attn: Anahita Villafane, Chief Financial Officer, Secretary
Tel:
Fax:
with a copy (which shall not constitute notice) to:
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Ocasio, Esq.
Tel:
212-930-9700
Fax:
212-930-9725
If to the Secured Party:
Attention:
Facsimile:
With a copy to:
Attention:
Facsimile:
7
12.
OTHER SECURITY.
TO THE EXTENT THAT THE OBLIGATIONS ARE NOW OR
HEREAFTER SECURED BY PROPERTY OTHER THAN THE COLLATERAL OR BY THE GUARANTEE,
ENDORSEMENT OR PROPERTY OF ANY OTHER PERSON, FIRM, CORPORATION OR OTHER ENTITY,
THEN THE SECURED PARTY SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO PURSUE,
RELINQUISH, SUBORDINATE, MODIFY OR TAKE ANY OTHER ACTION WITH RESPECT THERETO,
WITHOUT IN ANY WAY MODIFYING OR AFFECTING ANY OF THE SECURED PARTY'S RIGHTS AND
REMEDIES HEREUNDER.
13.
MISCELLANEOUS.
(A)
NO COURSE OF DEALING BETWEEN THE COMPANY AND THE SECURED PARTY,
NOR ANY FAILURE TO EXERCISE, NOR ANY DELAY IN EXERCISING, ON THE PART OF THE
SECURED PARTY, ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER THE NOTES SHALL
OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER OR THEREUNDER PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
(B)
ALL OF THE RIGHTS AND REMEDIES OF THE SECURED PARTY WITH