What is the scope of the assignment of Collateral to MICC under the Springhill Suites By Marriott agreement?

• (a) As security for the prompt and complete payment and performance of the Liabilities when due, each Grantor hereby grants to MICC a security interest in all of such Grantor's right, title, and interest in the Collateral and further assigns to MICC the Collateral.

• (a) Further Documentation; Delivery of Certificates; Assignment of Instruments.

At any time and from time to time, upon the written request of MICC, and at the sole expense of Grantors, Grantors will promptly and duly (1) execute and deliver to MICC, or MICC's designee, (i) all certificates, endorsements, instruments or other documents evidencing any of the Collateral which may at any time come into the possession of such Grantor, (ii) a notice of MICC's security interest in the Collateral (which notice shall be satisfactory to MICC in form and substance and which shall require acknowledgment from the addressee) to any third party which either has possession of the Collateral or any certificates evidencing any of the Collateral or otherwise has the ability under applicable law or the terms of any agreement to record transfers or transfer ownership of any of the Collateral (whether at the direction of such Grantor or otherwise), and (iii) any and all such further instruments and documents, and (2) furnish to MICC such information, and (3) take such further actions as MICC may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted including, without limitation, the execution and delivery of control agreements, and, if otherwise required by MICC, Grantors shall transfer the Collateral to the possession of MICC.

If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument (other than an instrument which constitutes chattel paper under the Code), such note or instrument shall be immediately assigned hereunder and a security interest therein hereby granted to MICC, and such note or other instrument shall be duly endorsed without recourse or warranty in a manner satisfactory to MICC and delivered to MICC.

If, at any time, any Grantor's right or interest in any of the Collateral becomes an interest in real property, such Grantor immediately shall execute, acknowledge and deliver to MICC such further documents as MICC deems necessary or advisable to create a perfected lien in favor of MICC in such real property interest.

• **3.

Representations and Warranties**.

Each Grantor represents and warrants that, as of the date hereof:

• (a) Grantors are the sole owners of the Collateral, free and clear of any and all liens and claims whatsoever, except for the security interest granted to MICC pursuant to this Security Agreement.

• (b) No security agreement, financing statement, assignment, equivalent security or lien instrument or financing statement amendment covering all or any part of the Collateral has been given or is on file or of record in any public office or at the office or in the records of Grantors, except financing statements with respect to the Collateral filed by MICC pursuant to this Security Agreement.

This assignment shall be effective immediately upon the execution of this Security Agreement and is not conditioned upon the occurrence of any act, condition or event that is or would be, with notice and/or the passage of time, an Event of Default.

Notwithstanding the foregoing, until the occurrence of an act, condition or event that is or would be, with notice and/or the passage of time, an Event of Default, MICC hereby permits Grantors to receive any distribution free from MICC's security interest and any rights of MICC hereunder.

Source: Item 17 — , "Renewal, Termination, Transfer, and Dispute Resolution," is amended by the addition of the following paragraph(s) at the conclusion of the Item: (FDD pages 285–553)