Exhibit 10.G
ENVIRONMENTAL INDEMNITY AGREEMENT
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This ENVIRONMENTAL INDEMNITY AGREEMENT (this "AGREEMENT") is made and
entered into as of this 30th day of April, 1997 by HANOVER MARRIOTT LIMITED
PARTNERSHIP, a Delaware limited partnership, (the "INDEMNITOR"), in favor of
HOST MARRIOTT CORPORATION, a Delaware corporation ("LENDER").
WHEREAS, Lender has made to Indemnitor a loan (the "LOAN") in the
original principal amount of up to Eleven Million Seven Hundred Thousand and
No/100 Dollars ($11,700,000.00) pursuant to that certain Loan Agreement of even
date herewith between Indemnitor and Lender (the "LOAN AGREEMENT"); and
WHEREAS, as a condition to making the Loan, Lender has required
Indemnitor to indemnify and hold harmless Lender from any Environmental Claim
(as such term is defined below), attributable to Hazardous Materials and related
to the Mortgaged Property, or any portion thereof;
NOW THEREFORE, in order to induce Lender to make the Loan and for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitor hereby covenants and agrees with Lender as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms
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used in this Agreement shall have the meanings ascribed to them in the Loan
Agreement.
2. Indemnification.
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(a) Indemnitor shall protect, defend, indemnify, and hold harmless
Lender and its respective successors and assigns, and the officers, directors,
shareholders, and employees of each of them, in each case in their capacities as
such (all such other persons and entities being referred to herein individually
as an "INDEMNITEE" and collectively as "INDEMNITEES") from and against any and
all claims, demands, inquiries, actions, suits, losses, costs, damages, fines,
penalties, expenses, liabilities, judgments, proceedings, or injuries that seek
to impose any liability on any Indemnitee attributable to Hazardous Materials or
any violation of any Environmental Law and arising out of, or relating to the
Indemnitor or the Mortgaged Property (each individually, an "ENVIRONMENTAL
CLAIM" or, collectively, "ENVIRONMENTAL CLAIMS") which may be imposed upon or
incurred by any Indemnitee, provided, however, that the indemnity provided by
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the Indemnitor to any Indemnitee pursuant to this Agreement shall extend only to
Environmental Claims for which the act or activity giving rise to any such
Environmental Claims occurred during the period of time in which the Indemnitor
was the owner of title to the Mortgaged Property, and in no event shall the
Indemnitor be liable in any way under this Agreement for any acts which occurred
on, in or around the Mortgaged Property prior to the time at which the
Indemnitor became the owner of title to the Mortgaged Property.
(b) In the event that any investigation or remedial work of any
kind ("REMEDIAL WORK") is required by any Environmental Law or is necessary to
prevent a material adverse effect on the Mortgaged Property in connection with a
release of a Hazardous Material on, in or about the Mortgaged Property,
Indemnitor shall perform or cause to be performed all such Remedial Work. All
costs and expenses of such Remedial Work shall be paid for by Indemnitor. Any
payments made by Indemnitor under this Agreement shall not reduce Indemnitor's
obligations under the Loan Documents.
3. Covenants of Indemnitor. Indemnitor covenants and agrees with
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Lender as follows:
(a) Indemnitor will keep, and will require all operators, tenants,
subtenants, licensees and occupants of the Mortgaged Property to keep, the
Mortgaged Property free of all Hazardous Materials and in compliance with all
requirements of Environmental Laws.
(b) If Lender obtains reliable information that a material
environmental problem may exist on, at or under the Mortgaged Property, Lender
may, after consultation with Indemnitor, require that an environmental
inspection and audit report with respect to the Mortgaged Property, of a scope
reasonably satisfactory to Lender, be prepared by a qualified person selected by
Lender, at the sole cost and expense of Indemnitor. If the inspection and audit
report discloses that no such material environmental problem exists or may
exist, Lender shall reimburse Indemnitor for the cost of the inspection and
audit. If such inspection indicates the presence of any Hazardous Materials in
violation of any Environmental Law, Indemnitor will undertake and complete all
Remedial Work required by any Environmental Law or reasonably necessary to
prevent a material adverse effect on the Mortgaged Property.
(c) Indemnitor shall give immediate written notice to Lender of
any information obtained or received by Indemnitor relating to any Environmental
Claim. Any notice provided to Lender hereunder shall set forth, in reasonable
detail, the nature of such Environmental Claim, and shall include copies of any
written documents, notices or instruments relating thereto.
4. Binding Effect. This Agreement shall be binding upon and inure to
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the benefit of Indemnitor and Indemnitees and their respective heirs, personal
representatives, successors and assigns.
5. Liability of Indemnitor. The liability of Indemnitor under this
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Agreement shall in no way be limited or impaired by the provisions of the Loan
Documents, or any amendment or modification thereof. This Agreement, and all
rights and obligations hereunder, shall survive performance, repayment and
release of the obligations evidenced by and arising under the Loan Documents, as
well as a transfer of any or all of Lender's rights in the Loan Documents and/or
the Mortgaged Property.
6. Notices. All notices, requests and demands to or upon the
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respective parties hereto shall be provided in accordance with SECTION 9.3 of
the Loan Agreement.
7. Partial Invalidity. If any provision of this Agreement shall be
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determined to be unenforceable in any circumstances by any court of competent
jurisdiction, then the balance of this Agreement nevertheless shall be
enforceable, and the subject provision shall be enforceable in all other
circumstances.
8. Delay. No delay on Lender's part in exercising any right, power
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or privilege hereunder or under any of the Loan Documents shall operate as a
waiver of any such privilege, power or right.
9. Interest on Unpaid Amounts. All amounts required to be paid or
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reimbursed to any Indemnitee hereunder shall bear interest from the date of
expenditure by such Indemnitee or the date of written demand to any Indemnitor
hereunder, whichever is earlier, until paid to Indemnitee(s) at the Default
Interest Rate.
10. Governing Law. This Agreement and the rights and obligations of
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the parties hereunder shall in all respects be governed by, and construed and
enforced in accordance with, the laws of the State of Maryland.
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IN WITNESS WHEREOF, Indemnitor has executed this Agreement under seal
as of the date first set forth above.
HANOVER MARRIOTT LIMITED PARTNERSHIP, a Delaware
limited partnership
By: Marriott Hanover Hotel Corporation, general partner
By: P.K. Brady
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Patricia K. Brady
Vice President
[Seal]
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