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<br />duties or obligations of Assignor with respect thereto and by its acceptance hereof Assignee does <br />not undertake to perform or discharge and shall not be responsible or liable for the performance <br />or discharge of any such duties or responsibilities. Assignor does hereby agree to indemnify and <br />hold Assignee harmless from and against any and all liabilities, costs, damages and expenses <br />incurred by Assignee in connection with this Assignment. <br /> <br />7. Remedies. Assignee shall have all the rights and remedies of a secured party <br />under the applicable Uniform Commercial Code in addition to any other rights or remedies it <br />may have hereunder or under the Loan Agreement. Without limiting Assignee's rights and <br />remedies, Assignor hereby irrevocably authorizes and empowers Assignee, at any time, in <br />Assignor's name or in Assignee's name, to demand, collect, receive, setoff against, sue for and <br />give acquittance for any and all monies and claims for monies hereby assigned and to exercise <br />any and all rights and privileges and receive all benefits accorded the Development Agreement <br />and to execute other required instruments or to take any action deemed necessary or appropriate <br />to protect Assignee's rights hereunder. All rights and remedies referred to herein shall be <br />cumulative and non-exclusive. <br /> <br />8. Binding Effect. The satisfaction or discharge of any part of the Liabilities shall <br />not in any way satisfy or discharge this Assignment, but this Assignment shall remain in full <br />force and effect until the date upon which the Liabilities are paid and satisfied in full. This <br />Assignment shall be binding upon Assignor and its successors and assigns and shall inure to the <br />benefit of Assignee and its successors and assigns. <br /> <br />9. Severability. All provisions hereof are severable and the invalidity or <br />unenforceability of any of such provisions shall in no manner affect or impair the validity and <br />enforceability of the remaining provisions hereof <br /> <br />10. Headings. The headings of these paragraphs and subdivisions of this Assignment <br />are for convenience only, are not considered a part hereof, and shall not limit, expand or <br />otherwise affect any of the terms hereof. <br /> <br />11. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED AND <br />DETERMINED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE <br />STATE OF ILLINOIS. <br /> <br />12. Venue. ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR <br />RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS ASSIGNMENT OR THE <br />COLLATERAL SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY <br />OF CHICAGO, STATE OF ILLINOIS. THE ASSIGNOR HEREBY CONSENTS AND <br />SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS <br />LOCATED WITHIN SAID CITY AND STATE. <br /> <br />13. Survival of Representations. All of the representations and warranties of <br />Assignor contained in this Assignment shall survive the execution and delivery of this <br />Assignment and shall be remade on the date of each borrowing by Assignor from Assignee. <br /> <br />14. <br />Assignee. <br /> <br />Waiver of Acceptance. Assignor hereby waives acceptance of this Assignment by <br /> <br />H-654752-1.DOC <br /> <br />3 <br />