EXHIBIT 10 E.
MORTGAGE NOTE
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$11,700,000 April 30, 1997
FOR VALUE RECEIVED, the undersigned, HANOVER MARRIOTT LIMITED
PARTNERSHIP, a Delaware limited partnership (the "MAKER"), promises to pay to
the order of HOST MARRIOTT CORPORATION, a Delaware corporation, or assigns (the
"HOLDER"), at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other
place as the Holder of this Mortgage Note may from time to time designate, the
principal amount of Eleven Million Seven Hundred Thousand Dollars ($11,700,000),
or so much thereof as may be advanced and remain outstanding from time to time
pursuant to that certain Loan Agreement dated as of the date hereof by and
between the Maker and the Holder (the "LOAN AGREEMENT"). The principal balance
of this Mortgage Note shall bear interest from the date of each advance of
principal under the Loan Agreement until such advance is paid in full at a rate
of fourteen and a half percent (14.5%) per annum (the "BASE RATE").
All amounts of principal and interest outstanding hereunder from time
to time shall be repaid in equal (subject to the adjustment provisions contained
herein) monthly installments of principal and interest each in an amount
sufficient to cause the entire principal balance hereof, and all amounts of
accrued and unpaid interest thereon at the Base Rate, to be repaid in full over
an amortization period that expires on the Maturity Date (defined below).
Scheduled payments of principal and interest provided for herein shall be
payable on the first day of each month, commencing on June 1, 1997 and
continuing on the first day of each succeeding month thereafter (each a "DUE
DATE") until June 1, 2012 (the "MATURITY DATE"), and the entire unpaid balance
of this Mortgage Note, together with accrued and unpaid interest thereon and all
other amount that may be owed by the Maker to the Holder under the Loan
Documents (as defined in the Loan Agreement) shall be due and payable in full on
the Maturity Date. Interest shall be computed on the basis of a 360 day year
composed of twelve (12) months of thirty (30) days each. All payments hereunder
shall be made in lawful money of the United States of America, without offset.
On the date hereof, the Holder has made an advance of the Loan to the
Maker in the amount of Ten Million and No/100 Dollars ($10,000,000.00), and the
scheduled monthly payment of principal and interest due on each Due Date, based
on a 15-year amortization schedule and the Base Rate described herein, is
$136,550.09. The amount of the scheduled monthly payment will be adjusted from
time to time hereunder as additional advances of the Loan are made pursuant to
Section 2.2 of the Loan Agreement (or if a repayment of the initial advance
hereof is made in accordance with Section 2.1(b) of the Loan Agreement), which
payments will be equal to the amount necessary to amortize the new principal
balance hereof resulting from any such advance (or repayment) over the period
beginning on the first day of the first full calendar month from and after the
date of such advance (or repayment) and ending on the Maturity Date. For
example, if an additional advance of the Loan Amount were made on
May 22, 1998 pursuant to Section 2.2 of the Loan Agreement, the amount of the
monthly scheduled payment of principal and interest due on each Due Date from
and after June 1, 1998 would be the amount necessary to repay the increased
principal amount hereof in full, in equal monthly installments, over a 14-year
amortization period commencing June 1, 1998 and ending June 1, 2012.
The unpaid principal amount of this Mortgage Note may be prepaid in
whole or in part at any time or times without premium or penalty. Each
prepayment shall be applied first to the payment of all interest and other
amounts accrued hereunder on the date of any such prepayment, and the balance of
any such prepayment shall be applied to installments of principal payable
hereunder in the inverse order of their scheduled maturities. No prepayment
shall entitle any person to be subrogated to the rights of the Holder unless and
until this Mortgage Note has been paid in full. The scheduled monthly
installments of principal and interest required hereunder shall not be adjusted
following any prepayment, other than the repayment of principal required by
Section 2.1(b) of the Loan Agreement.
This Mortgage Note is the Mortgage Note referred to in the Loan
Agreement and evidences the Loan advanced by the Lender to or for the benefit of
the Maker, as the "Borrower" under the Loan Agreement. Neither the reference to
the Loan Agreement nor any provision thereof shall affect or impair the absolute
and unconditional obligation of the Maker to pay the principal amount hereof, or
so much thereof as may be advanced and remain outstanding hereunder, together
with interest accrued thereon, when due.
This Mortgage Note shall evidence the indebtedness described herein
and any future loans or advances or payments that may be made to or on behalf of
the Maker by the Holder at any time or times hereafter under the Loan Agreement,
and any such loans or advances or payments shall be added to and shall bear
interest at the Base Rate.
This Mortgage Note is secured by the Mortgage and other Security
Documents (as defined in the Loan Agreement) which encumber certain property
described therein. The Holder is entitled to the benefits of the Mortgage and
other Security Documents and reference is made thereto for a description of the
collateral and the rights and remedies of the Holder thereunder. Neither the
reference to the Mortgage and other Security Documents nor any provision thereof
shall affect or impair the absolute and unconditional obligation of the Maker to
pay the principal amount hereof, together with interest accrued thereon, when
due.
The occurrence of an Event of Default under the Loan Agreement shall
constitute an event of default ("EVENT OF DEFAULT") hereunder. Upon the
occurrence of any such Event of Default hereunder, the entire principal amount
hereof, and all accrued and unpaid interest thereon, and any other amounts due
under the Loan Agreement, shall be accelerated, and shall be immediately due and
payable, at the option of the Holder (or, in the case of an Event of Default of
the kind referred to in Sections 7.1.4(a) or 7.1.4(b) of the Loan Agreement,
shall automatically be immediately due and payable), without demand or notice,
and in addition thereto, and not in substitution therefor, the Holder shall be
entitled to exercise any one or more of the rights and remedies provided by
applicable law, or as provided in the Loan Agreement or the other Loan
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Documents. Failure to exercise said option or to pursue such other remedies
shall not constitute a waiver of such option or such other remedies or of the
right to exercise any of the same in the event of any subsequent Event of
Default.
The Holder may, upon the occurrence and during the continuation of any
such Event of Default, have resort to the Collateral (as such term is defined in
the Loan Agreement), whether real or personal or tangible or intangible
property, given as security for this Mortgage Note in any order, and may sell
and dispose of such Collateral in whole or in part, at any time or from time to
time, with no requirement on the part of the Holder of this Mortgage Note to
marshal assets. The Holder shall not be required to preserve any rights in such
Collateral as against prior parties. In the event that the Holder is required
to give notice of any intended disposition of any of the Collateral held as
security for this Mortgage Note, ten (10) days' notice given by mail or
telegraph to the last known address of Maker shall be deemed to be reasonable
notice.
Any amounts not paid when due and payable hereunder shall bear
interest at the Default Interest Rate (as such term is defined in the Loan
Agreement). Such charge shall be in addition to, and not in lieu of, any other
right or remedy the Holder may have, including the right to reimbursement of
costs and expenses. Such charge if not previously paid shall, at the option of
the Holder, be added to and become a part of the next succeeding payment to be
made hereunder.
The Maker promises to pay all costs and expenses (including without
limitation reasonable attorneys' fees and disbursements) incurred in connection
with the collection hereof or in the protection or realization of any Collateral
now or hereafter given as security for the repayment hereof, and to perform each
and every covenant or agreement to be performed by Maker under this Mortgage
Note, under the Loan Agreement, and under any other Loan Document.
Any payment on this Mortgage Note coming due on a Saturday, a Sunday,
or a day which is a legal holiday in the place at which a payment is to be made
hereunder shall be made on the next succeeding day which is a Business Day (as
defined in the Loan Agreement).
Each Obligor (which term shall include the Maker and all sureties,
guarantors, endorsers, and other persons assuming obligations pursuant to this
Mortgage Note) under this Mortgage Note hereby waives presentment, protest,
demand, notice of dishonor, and all other notices, and all defenses and pleas on
the grounds of any extension or extensions of the time of payments or the due
dates of this Mortgage Note, in whole or in part, before or after maturity, with
or without notice. No renewal or extension of this Mortgage Note, no release or
surrender of any collateral given as security for this Mortgage Note, no release
of any Obligor, and no delay in enforcement of this Mortgage Note or in
exercising any right or power hereunder, shall affect the liability of any
Obligor. The pleading of any statute of limitations as a defense to any demand
against any Obligor is expressly waived.
No single or partial exercise by the Holder of any right hereunder,
under the Loan Agreement, or under any other Loan Document or other agreement
given as security for this
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Mortgage Note or pertaining hereto, shall preclude any other or further exercise
thereof or the exercise of any other rights. No delay or omission on the part of
the Holder in exercising any right hereunder or thereunder shall operate as a
waiver of such right or of any other right under this Mortgage Note or any such
other Loan Document or other agreement.
Whenever used herein, the words "MAKER" and "HOLDER" and "OBLIGOR"
shall be deemed to include their respective successors and assigns.
This Mortgage Note shall be governed by and construed under and in
accordance with the laws of the State of Maryland (but not including the choice
of law rules thereof).
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IN WITNESS WHEREOF, the undersigned have duly executed this Mortgage
Note, or have caused this Mortgage Note to be duly executed on their behalf, as
of the day and year first hereinabove set forth.
HANOVER MARRIOTT LIMITED PARTNERSHIP
By: Marriott Hanover Hotel Corporation,
as sole general partner
[SEAL]
ATTEST:
By: By:
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Its: Vice President
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