EXHIBIT 10.1
FORECLOSURE GUARANTEE
THIS GUARANTEE, is made as of the 18th day of August, 1997, by MARRIOTT
HANOVER HOTEL CORPORATION, a Delaware corporation ("GUARANTOR"), to CONNECTICUT
GENERAL LIFE INSURANCE COMPANY (the "LENDER")
To induce the Lender to make a loan to Hanover Marriott Limited
Partnership, a Delaware limited partnership ("BORROWER"), in the principal sum
of $29,875,000.000 (the "MORTGAGE DEBT"), which Mortgage Debt is secured by,
among other things, the Mortgage and Security Agreement dated as of the date
hereof and encumbering the premises commonly known as the Hanover Marriott
Hotel, Route 10, Hanover, New Jersey ("the PREMISES"), and evidenced by a
Promissory Note dated as of the date hereof, the undersigned Guarantor
represents, warrants and covenants to the Lender as follows:
1. Guarantor unconditionally guarantees to the Lender payment of an amount
of up to $10,000,000.00 upon a foreclosure of the Premises by the Lender. Such
Guarantee is payable to the Lender (i) only upon a foreclosure by the Lender and
(ii) only in the event the proceeds from the foreclosure sale are less than
$10,000,000.00. Under such circumstances, the Guarantor would pay to the Lender
the difference between $10,000,000.000 and the net proceeds from the foreclosure
sale.
2. No delay on the Lender's part in exercising any right, power or
privilege under this Guarantee or under any other document executed by Guarantor
or Borrower in favor of the Lender shall operate as a waiver of any such right,
power or privilege.
3. This Guarantee is a guarantee of payment and not of collection.
4. This Guarantee shall be interpreted, construed and enforced in
accordance with the laws of the State of New Jersey.
GUARANTOR:
MARRIOTT HANOVER HOTEL
CORPORATION,
a Delaware corporation
By: Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Vice President
(Corporate Seal)
