A BAR TO ANY RIGHT OR REMEDY WHICH ASSIGNEE
OTHERWISE HAS ON ANY FUTURE OCCASION.
THE RIGHTS AND REMEDIES HEREIN PROVIDED
ARE CUMULATIVE, MAY BE EXERCISED SINGULARLY OR CONCURRENTLY, AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
5.
PERFORMANCE OF ASSIGNOR'S OBLIGATIONS.
ASSIGNOR SHALL PAY
IMMEDIATELY UPON DEMAND ALL REASONABLE SUMS EXPENDED BY ASSIGNEE UNDER THE
AUTHORITY HEREOF TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE AND SUCH
PAYMENT OBLIGATION SHALL BE SECURED HEREBY.
6.
REPRESENTATIONS AND WARRANTIES.
ASSIGNOR REPRESENTS AND WARRANTS
THAT:
(A)
ASSIGNOR WILL BENEFIT FROM ASSIGNEE'S MAKING THE LOAN TO BORROWER.
(B)
A TRUE AND CORRECT COPY OF EACH COLLATERAL AGREEMENT IN EFFECT ON
THE DATE HEREOF HAS BEEN DELIVERED TO ASSIGNEE AND, NONE OF THE FOREGOING HAS
BEEN AMENDED, MODIFIED OR OTHERWISE CHANGED IN ANY MATERIAL RESPECT AND ALL OF
THE FOREGOING ARE IN FULL FORCE AND EFFECT;
(C)
IT HAS THE FULL POWER, RIGHT AND AUTHORITY TO ASSIGN ITS INTEREST
IN THE COLLATERAL;
2
(D)
IT HAS NOT TRANSFERRED, ASSIGNED, GRANTED A SECURITY INTEREST IN
OR OTHERWISE ENCUMBERED ITS INTEREST IN AND TO THE COLLATERAL OTHER THAN IN
FAVOR OF ASSIGNEE;
(E)
NO SECURITY AGREEMENT, FINANCING STATEMENT OR OTHER DOCUMENT IS ON
FILE OR OF RECORD IN ANY PUBLIC OFFICE WITH RESPECT TO THE COLLATERAL, OTHER
THAN IN FAVOR OF ASSIGNEE; AND
(F)
IT HAS NOT PERFORMED ANY ACT OR EXECUTED ANY INSTRUMENT THAT
MIGHT PREVENT ASSIGNEE FROM OPERATING UNDER ANY OF THE TERMS AND CONDITIONS
HEREOF, OR THAT WOULD LIMIT ASSIGNEE IN SUCH OPERATION.
7.
COUNTERPARTY COOPERATION.
ASSIGNOR SHALL IMMEDIATELY NOTIFY THE
COUNTERPARTIES OF THIS ASSIGNMENT AND AUTHORIZE AND DIRECT THE COUNTERPARTIES
TO, UNLESS DIRECTED OTHERWISE BY ASSIGNEE, PAY ALL TIMESHARE PROJECT PROCEEDS
DIRECTLY TO ASSIGNEE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON
SCHEDULE-1.
8.
NO OBLIGATION OF ASSIGNEE.
ASSIGNEE SHALL NOT BE OBLIGATED TO
PERFORM OR DISCHARGE, NOR DOES IT HEREBY UNDERTAKE TO PERFORM OR DISCHARGE, ANY
OBLIGATION, DUTY OR LIABILITY OF ASSIGNOR UNDER THE COLLATERAL AGREEMENTS OR
OTHERWISE IN RESPECT OF THE COLLATERAL BY REASON OF THIS ASSIGNMENT.
SHOULD
ASSIGNEE INCUR ANY LOSS, COST, CLAIM, DEMAND, EXPENSE, LIABILITY OR DAMAGE UNDER
THE COLLATERAL AGREEMENTS OR OTHERWISE IN CONNECTION WITH THE COLLATERAL, OR BY
REASON OF THIS ASSIGNMENT, OR IN THE DEFENSE AGAINST ANY SUCH CLAIMS OR DEMANDS,
THE AMOUNT THEREOF, INCLUDING REASONABLE COSTS AND EXPENSES AND REASONABLE
ATTORNEYS' FEES, TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE, SHALL BE
SECURED HEREBY AND ASSIGNOR SHALL REIMBURSE ASSIGNEE THEREFOR IMMEDIATELY UPON
DEMAND.
9.
RELEASE.
UPON THE PAYMENT IN FULL OF THE DEBT AND PERFORMANCE IN
FULL OF ALL OF BORROWER'S OBLIGATIONS UNDER THE OTHER LOAN DOCUMENTS, THIS
ASSIGNMENT SHALL BECOME AND BE VOID AND OF NO EFFECT AND, UPON REQUEST, AT
ASSIGNOR'S SOLE COST AND EXPENSE, ASSIGNEE WILL CONFIRM SUCH TERMINATION IN
WRITING OR DELIVER AN ASSIGNMENT IN LIEU OF TERMINATION.
10.
POWER OF ATTORNEY.
ASSIGNOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS ASSIGNEE AS ITS ATTORNEY-IN-FACT, WHICH POWER IS COUPLED WITH AN
INTEREST, AND IS DEEMED TO BE NON-CANCELABLE,