What is the purpose of MICC's appointment as designee or attorney-in-fact for Delta Hotels By Marriott?

• (a) Each Grantor hereby irrevocably constitutes, delegates and appoints MICC and each officer or agent of MICC with full power of substitution, as such Grantor's true and lawful designee and attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in such designee's or attorney-in-fact's own name, from time to time in the discretion of each such designee or attorney-in-fact, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement.

Without limiting the generality of the foregoing, and for so long as any act, condition or event shall exist that is or would be, with notice and/or the passage of time, an Event of Default, each Grantor hereby gives each such designee or attorney-in-fact the power and right to act on behalf of such Grantor, without notice to or assent by such Grantor, to do the following:

• (i) to ask, demand, collect, receive and give acceptances and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or such designee's or attorney-in-fact's own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by such designee or attorney-in-fact for the purpose of collecting any and all such moneys due under any Collateral whenever payable;

• (ii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance with respect to any of the Collateral and to pay all or any part of the premiums therefor and the costs thereof; and

• (iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due and to become due thereunder directly to MICC or as such designee or attorney-in-fact shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (D) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (E) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as such designee or attorney-in-fact may deem

appropriate; and (F) generally to sell, transfer, pledge, make any agreement or exercise any options, voting or consent rights with respect to or otherwise deal with any of the Collateral as fully and completely as though such designee or attorney-in fact were the absolute owner thereof for all purposes, and to do, at the option of such designee or attorney-in-fact at such Grantor's expense, at any time, or from time to time, all acts and things which such designee or attorney-in-fact reasonably deems necessary to protect, preserve or realize upon the Collateral and the security interest of MICC therein, in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do.

Each Grantor hereby ratifies, to the extent permitted by law, all that said designee or attorney shall lawfully do or cause to be done by virtue hereof. This delegation and power of attorney are powers coupled with an interest and are irrevocable.

• (b) The powers conferred on each designee and attorney-in-fact hereunder are solely to protect the interest in the Collateral of MICC and shall not impose any duty upon any such designee or attorney-in-fact to exercise any such powers.

Each such designee or attorney-in-fact shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to such Grantor for any act or failure to act unless such action or failure to act constitutes gross negligence or willful misconduct.

• (c) Each Grantor also authorizes MICC and each officer or agent of MICC 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, to execute, in connection with the sale provided for in Section 10 of this Security Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to any of the Collateral.

• 7. Distributions.Each Grantor hereby grants MICC full irrevocable power and authority to receive and hold, at any time and from time to time, cash and non-cash distributions by the Company on account of any of the Collateral, which may be held free and clear of the liens created hereby, and to convert any such non-cash distributions to cash, and to apply any such cash distributions, interest or proceeds of conversion in the manner specified in Section 10(e) of 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 6 — Obligations of Franchisee.** Franchisee agrees to the following: (FDD pages 363–513)