Exhibit 10.1


 





FIRST AMENDMENT TO LOAN AGREEMENT AND
OTHER LOAN DOCUMENTS


 


 


THIS FIRST AMENDMENT
TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made on April 21, 2020 and effective
as of the 31st day of March, 2020, by and among (a) PHR TCI, LLC, a Delaware limited liability company, having an address
at c/o Procaccianti Companies, 1140 Reservoir Avenue, Cranston, Rhode Island 02920 (“Borrower”), (b)
CITIZENS BANK, N.A., a national banking association organized under the laws of the United States having an office at 28
State Street, Boston, Massachusetts 02109 (hereinafter sometimes referred to as “Agent” and sometimes
as “Citizens”), as a Lender and in its capacity as agent for itself and for each of the other lenders
who are now or who hereafter become parties to the Loan Agreement (as defined below) pursuant to the terms of Section 16
thereof (the “Lenders”), and (c) all such Lenders.


 


r e c i t
a l s:


 


A.       Borrower
and Citizens entered into that certain Loan Agreement dated as of August 15, 2018 (the “Loan Agreement”),
in connection with that certain loan (the “Loan”) from Lenders in the aggregate principal amount of up
to Seventeen Million Eight Hundred Thirty-Six Thousand and No/100 Dollars ($17,836,000.00). All capitalized terms used herein without
definition shall have the respective meanings given to such terms in the Loan Agreement.


 


B.       In
order to provide Borrower with a limited period of time to address business disruptions resulting from the novel coronavirus (COVID-19)
pandemic, Borrower, Agent and the Lenders desire to modify the Loan Agreement and other Loan Documents as set forth below, on the
terms and conditions hereinafter provided.


 


NOW THEREFORE, in consideration
of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned parties hereby agree as follows:


 


1.                 
Amendments. Subject to the satisfaction of the conditions set forth herein, effective as of the Amendment Effective
Date (as defined below), the terms of the Loan Agreement and other Loan Documents are hereby amended as follows:


 


(a)           
Deferred Interest Payments. On the Interest Payment Dates occurring on April 1, 2020, May 1, 2020 and June 1, 2020
(the period commencing on April 1, 2020 and ending on June 1, 2020 being the “Deferral Period”), all
regularly scheduled monthly payments of interest under the Note, Loan Agreement and the other Loan Documents shall be deferred
(“Deferred Payments”). Notwithstanding anything herein or in any of the Loan Documents to the contrary,
interest shall continue to accrue on the Loan at the Applicable Interest Rate specified in the Loan Agreement; provided, however,
that the Deferred Payments shall not accrue interest but shall be deemed principal to be repaid in total as set forth herein. Regularly
scheduled monthly interest payments as provided for in the Note and Loan Agreement shall recommence on July 1, 2020, being the
first Interest Payment Date following the expiration of the Deferral Period. All Deferred Payments shall be due and payable in
full on or before June 30, 2021 (the “Deferral Repayment Date”); provided, however, (i) the Borrower
may prepay the Deferred Payments in whole or in part without penalty or any other cost or charge at its sole option at any time
prior to the Deferral Repayment Date, and (ii) in the event that Lenders accelerate Borrower’s obligations under the Loan
Documents as allowed in accordance with the terms and conditions thereof on an earlier date, then the Deferred Payments, together
with all other amounts due and payable on the Maturity Date pursuant to Section 2.5 of the Loan Agreement, shall be due
and payable in full on the date of such acceleration as set forth in Section 2.5 of the Loan Agreement.


 






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                                         Amendment to Loan Agreement and Other Loan Documents
Hotel
                                         Indigo (Traverse City, MI)


 


     


    

 


(b)           
Waiver of Financial Covenants.


 


 


(i)                
Notwithstanding anything in the Loan Agreement to the contrary, Agent and Lenders agree that Borrower shall not be required
to comply with the minimum Debt Service Coverage Ratio covenant set forth in Section 10.2.1(b) and Section 10.2.2
of the Loan Agreement, commencing with the Calculation Period ending March 31, 2020, and through and including the Calculation
Period ending June 30, 2021. The terms and conditions of Sections 10.2.1 and Section 10.2.2 of the Loan Agreement,
as set forth therein as of the date hereof, without modification, shall apply with full force and effect to all Calculation Periods
occurring after the Calculation Period ending June 30, 2021.


 


(ii)             
Notwithstanding anything in the Guaranty to the contrary, Agent and Lenders agree that Guarantor shall not be required to
comply with the minimum Net Worth covenant set forth in Section 15.2.1(a) of the Guaranty, for the period commencing on
January 1, 2020 and ending on June 30, 2021 (the “NW Covenant Waiver Period”). Failure by Guarantor to
satisfy the Net Worth covenant set forth in Section 15.2.1(a) of the Guaranty during the NW Covenant Waiver Period shall
not be deemed an Event of Default under Section 11.1.8 of the Loan Agreement. For the avoidance of doubt, nothing in this
Amendment shall be deemed to waive or release the Guarantor from the Liquidity covenant set forth in Section 15.2.1(b) of
the Guaranty, which Liquidity covenant shall continue to apply with full force and effect.


 


(c)           
SBA PPP Loan.


 


(i)                
Notwithstanding anything in the Loan Agreement to the contrary, including, without limitation, Section 9.6.4 thereof,
Agent and Lenders agree that Borrower may apply for a so-called Paycheck Protection Program loan from the United States Small Business
Administration (or any United States Small Business Administration approved lender), provided that: (i) such loan is fully subordinated
to the Loan, (ii) such loan shall not be secured by any lien or encumbrance on any of Borrower’s assets, and (iii) the proceeds
of such loan shall be used solely for (A) payment of “payroll costs” as defined within the Coronavirus Aid, Relief,
and Economic Security Act (Pub. L. No. 116-136 (H.R. 748)) (as the same may be amended, the “CARES Act”),
(B) interest payments on the Loan in accordance with the terms of the Loan Agreement, and/or (C) other Operating Expenses, in each
instance as permitted under the CARES Act (a loan satisfying the foregoing conditions being hereinafter referred to as a “PPP
Loan”). The terms and conditions of any PPP Loan to Borrower shall be subject to Agent’s prior written consent,
which may be withheld in Agent’s sole discretion, except for any PPP Loan made by Citizens Bank, N.A. (or another Affiliate
of Citizens Financial Group, Inc.) (a “Citizens PPP Loan”), the terms and conditions of which shall be
deemed approved by Agent and Lenders without any further notice or request from Borrower. Any PPP Loan satisfying the foregoing
conditions and approved by Agent in accordance with the terms hereof shall be deemed Permitted Additional Debt for all purposes
under the Loan Agreement.


 






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                                         Amendment to Loan Agreement and Other Loan Documents
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(ii)             
Borrower hereby covenants and agrees that, in the event Borrower obtains a PPP Loan: (A) Borrower shall: (i) comply in all
respects with the requirements of the CARES Act with respect to the PPP Loan, (ii) take reasonable requisite actions for the full
forgiveness the entire PPP Loan, (iii) use PPP Loan proceeds only for permitted purposes under the CARES Act, (iv) apply for forgiveness
of the maximum permitted portion of the PPP Loan in accordance with the terms of the PPP Loan and, if such PPP Loan is not a Citizens
PPP Loan, provide Agent a copy of such application and (v) if such PPP Loan is not a Citizens PPP Loan, provide Agent with written
notice of forgiveness of the PPP Loan promptly upon its receipt; and (B) upon the declaration of any Event of Default under the
Loan Agreement, Borrower shall be prohibited from making any repayments on such PPP Loan.


 


(iii)           
Section 11.1 of the Loan Agreement, entitled “Default and Events of Default”, is hereby amended to add
the following new Subsection 11.1.14 at the end thereof:


11.1.14  
PPP Loan. Borrower defaults in the payment, performance or observance of any of its obligations under a PPP Loan
and such default is not cured within the grace period applicable thereto (if any).


 


(d)           
Waiver of Borrower Notices. Notwithstanding anything in the Loan Agreement to the contrary, Agent and Lenders agree
that Borrower has satisfied any requirement in the Loan Documents to provide any notices to Agent and Lenders (and further, the
Agent and the Lenders waive any requirements of any notice by Borrower) with respect to any occurrence prior to the date hereof
related to the novel coronavirus (COVID-19) pandemic (whether relating to a Material Adverse Effect, notice from any governmental
entity or notice of an Event of Default), including without limitation, any notices which may be required pursuant to Sections
9.2.9(d) of the Loan Agreement.


 


(e)           
Ongoing Conditions to Effectiveness. The continued effectiveness of the modifications to the Loan Agreement set forth
in Section 1 of this Amendment shall be subject to the continued satisfaction of the following conditions:


 


(i)                
Distributions; Fees; Reserves. Notwithstanding anything in the Loan Agreement to the contrary, Borrower shall be
prohibited from making any Distributions prior to the repayment in full of the Deferred Payments, and any such Distributions shall
be deemed Improper Distributions for purposes of the Loan Agreement. Prior to the repayment in full of the Deferred Payments, Borrower
and/or Tenant shall be permitted to pay duly earned management fees to Hotel Manager in accordance with the terms and conditions
of the Hotel Management Agreement so long as the hotel on the Property remains open, provided that Borrower shall not pay, and
shall not permit Tenant to pay, any other fees to (A) Hotel Manager, (B) any other Affiliate of Borrower, (C) any Affiliate of
any other Loan Party, or (D) any other holder of any direct or indirect ownership interest in Borrower or in any other Loan Party
or any Affiliate thereof. Any Distributions or payments made in violation of the foregoing prohibition shall be deemed Improper
Distributions for purposes of the Loan Agreement. Borrower shall at all times maintain adequate reserves in such amount as may
be required from time to time to satisfy the terms and conditions of the Franchise Agreement and the Hotel Management Agreement.


 


(ii)             
Financial Reporting Requirements. Borrower shall continue to provide Agent with the financial documents and information
required as and when due under the terms of the Loan Documents, including, without limitation, as required under Section 9.2
of the Loan Agreement. Borrower shall also deliver to Agent such other financial information and documentation as Agent may reasonably
request, from time to time.


 






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                                         Amendment to Loan Agreement and Other Loan Documents
Hotel
                                         Indigo (Traverse City, MI)


 


     


    

 


2.                 
Conditions to Effectiveness. This Amendment shall be effective as of the date of the satisfaction of each of the
below conditions, and in case of any documentation to be delivered to Agent, such documentation shall be in form and substance
reasonably satisfactory to Agent (such date, the “Amendment Effective Date”):


 


(a)           
This Amendment shall have been duly executed and delivered by the Borrower, Agent and Lenders, and the Consent and Agreement
of Guarantor to this amendment shall have been duly executed and delivered by Guarantor.


 


(b)           
All representations and warranties of Borrower set forth in Section 8 of the Loan Agreement remain true and correct
in all material respects as of the date when made. The representations and warranties of Borrower set forth in each other Loan
Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to
 “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on
and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations
and warranties (i) expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date, or
(ii) are expressly qualified as to “Borrower’s knowledge,” in which case they shall be true and correct in all
material respects as so qualified.


 


(c)           
No Default or Event of Default shall exist or would result from the execution of this Amendment or the transactions contemplated
hereby.


 


(d)           
Agent shall have received satisfactory evidence that all fees, expenses and disbursements required to be paid in connection
with this Amendment (including reasonable fees, disbursements and other charges of counsel to the Agent) have been paid in full.


 






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                                         Amendment to Loan Agreement and Other Loan Documents
Hotel
                                         Indigo (Traverse City, MI)


 


     


    

 


3.                 
Representations and Warranties. Borrower hereby represents and warrants, on and as of the Amendment Effective Date,
that:


 


(a)           
Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Amendment. The
execution, delivery and performance of this Amendment (i) are within Borrower’s corporate or other powers, (ii) have been
duly authorized by all necessary corporate or other organizational action, and (iii) do not (A) contravene the terms of any of
Borrower’s organizational documents, (B) violate any applicable law, or (C) conflict with or result in any breach or contravention
of, or the creation of any Lien under, (x) any contractual Obligation to which Borrower is a party or affecting Borrower or the
properties of Borrower or any of its subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which Borrower or its property is subject.


 


(b)           
This Amendment has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by debtor relief
laws and by general principles of equity.


 


(c)           
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority
or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against,
Borrower of this Amendment, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which
have been duly obtained, taken, given or made and are in full force and effect, except with respect to any notice or disclosure
required in connection with state and federal securities laws and rules.


  


4.                 
 Effect of Amendment. All of the terms and provisions of this Amendment are hereby incorporated into the Loan Agreement
and the other Loan Documents, and the Loan Agreement and the other Loan Documents are hereby amended as expressly provided in this
Amendment. Solely in the event that any term or condition contained in this Amendment conflicts with, or is inconsistent with,
any provision of the Loan Agreement or any other Loan Document, the terms and conditions of this Amendment shall supersede and
control. In all other respects, the provisions of the Loan Agreement and other Loan Documents shall remain in full force and effect,
including, without limitation, any and all additional terms and conditions therein which are not in conflict with the provisions
of this Amendment. Each party hereto acknowledges and agrees that, on and after the Amendment Effective Date, this Amendment shall
constitute a Loan Document for all purposes.


 


5.                 
References. Any reference made in the Loan Agreement (i) to the terms “Loan Agreement” and “this
Agreement” or similar references shall be deemed to mean the Loan Agreement, as amended by this Amendment, (ii) to the term
 “Guaranty” or similar references, shall be deemed to mean the Guaranty, as amended by this Amendment, and (iii) to
the terms “Loan Documents” and a “Loan Document” or similar references, shall be deemed to mean the “Loan
Documents” and any Loan Document taken individually, as applicable, as amended by this Amendment.


 


6.                 
Ratification. The Loan Agreement and Loan Documents, each as amended by this Amendment, are ratified and confirmed
in all respects and, as amended hereby, remain in full force and effect. Nothing contained in this Amendment shall be deemed or
construed as substitution or novation of (x) the Note or (y) the Obligations outstanding under the Loan Agreement, the Note, and
the other Loan Documents.


 






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                                         Amendment to Loan Agreement and Other Loan Documents
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                                         Indigo (Traverse City, MI)


 


     


    

 


7.                 
No Defenses. Borrower acknowledges that as of the date hereof (a) there is no offset or defense to the payment and
performance of any of the Obligations of Borrower under any of the Loan Documents and (b) there is no claim, counterclaim or cause
of action of any kind which may be asserted by Borrower against Agent or any Lender. In connection therewith, and in consideration
of the mutual covenants contained herein, and for other good and valuable consideration, including the modification of the Loan
described herein, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby releases, acquits and forever
discharges Agent and each Lender and its participants, subsidiaries, affiliates, officers, directors, agents, employees, servants,
attorneys, and representatives, as well as the respective heirs, personal representatives, successors and assigns, of any and all
of them (hereinafter collectively called the "Released Lender Parties") from any and all claims, demands,
debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets and liabilities of any
kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, which the
Borrower ever had, now has or might hereafter have against the Released Lender Parties, jointly or severally, for or by reason
of any matter, cause or thing whatsoever occurring before the date of this Amendment which relates, in whole or in part, directly
or indirectly, to: (a) the Loan; (b) the Loan Documents; (c) the transactions contemplated by the Loan Documents; (d) any collateral
for the Loan; or (e) this Amendment. In addition the Borrower agrees not to commence, join in or prosecute any suit or other proceeding
in a position that is adverse to any Released Lender Party arising directly or indirectly from any of the foregoing matters.


 


8.                 
Prior Agreements. This Amendment supersedes any prior or contemporaneous discussions, agreements and understandings
concerning the modification of the Loan evidenced hereby and not contained herein. In the event that any such prior or contemporaneous
discussion, agreement or understanding conflicts with, or is inconsistent with, any provision of this Amendment, the terms and
conditions of this Amendment shall control.


 


9.                 
No Waivers. Except for the express waivers and amendments contained herein, the execution of this Amendment
by Agent and Lenders shall not constitute a waiver of any of Agent’s or Lenders’ rights and remedies pursuant to any
of the Loan Documents and applicable law, and Agent and the Lenders hereby expressly confirm their retention of all rights pursuant
to the Loan Documents and applicable law to effect collection of the Loan, as amended, against the Borrower and the Collateral.
The execution of this Amendment by Agent and the Lenders shall not constitute a waiver of any Default or Event of Default that
may now or hereafter exist under any of the Loan Documents. The execution of this Amendment by Agent and the Lenders shall not
constitute a waiver of any Default or Event of Default that may now or hereafter exist under any of the Loan Documents, other than
the express waivers contained herein.


 


10.             
Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the Commonwealth
of Massachusetts without regard to principles of conflicts of law.


 






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                                         Amendment to Loan Agreement and Other Loan Documents
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                                         Indigo (Traverse City, MI)


 


     


    

 





11.             
Severability. If any provision of this Amendment is held to be illegal, invalid, or unenforceable, (i) the legality,
validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (ii) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.             
Allonge to Note. This Amendment, to the extent it affects the Note shall be considered an allonge to such Note and
is hereby firmly affixed to and made part of such Note. If for any reason this Amendment is not affixed to the Note, the parties
hereto agree that this Amendment shall remain a valid amendment to the Note and the terms of this Amendment shall remain binding
on all parties.


 


13.             
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original and
all of which taken together shall constitute a single instrument. As further provided in this Amendment, signatures transmitted
electronically shall have the same legal effect as originals, but each party nevertheless shall deliver original signed counterparts
of this Amendment to each other party upon request.


 


14.             
Electronic Signatures. Each of the parties hereto hereby expressly (i) consents to do business electronically in
connection with this Amendment and the transactions contemplated hereby and (ii) acknowledges and agrees that delivery of an executed
counterpart of a signature page of (x) this Amendment and the Consent and Agreement of Guarantor attached hereto, the Note, and
any and each other Loan Document and (y) any Assignment and Assumption, in any event (whether or not expressly provided therein),
by telecopy, emailed .pdf, .tif, or any other electronic means that reproduces an image of the actual manually executed signature
page shall be effective as delivery of a manually executed (and, as may be applicable, notarized) counterpart of any and each such
Loan Document or Assignment and Assumption. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated
hereby shall be deemed to include electronic signatures, the electronic association of signatures and records on electronic platforms,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act, each as may be amended and in effect from time to time; except that nothing herein shall require Agent
to accept electronic signatures in any form or format without its prior written consent, including, without limitation, with respect
to any Loan Document which is required by any applicable Governmental Authority to be filed, recorded, or otherwise registered
with a manually executed original (and, as may be applicable, notarized) signature. Without limiting the generality of the foregoing,
Borrower shall (and shall cause each other Loan Party to) promptly deliver to Agent a manually executed counterpart original counterpart
of any Loan Document requested by Agent (which may include, without limitation, manual signatures of each applicable Loan Party
(and, as may be applicable, any notary public) next to any electronic signature, as directed by Agent). Each of the parties hereto
waives any defense or right to contest the validity, admissibility, or enforceability of this Agreement or the transactions contemplated
hereby (and any and each related execution and delivery of any Loan Document or Assignment and Assumption) based solely on the
lack of paper originals (including any manually executed signatures hereto or thereto).


 


[Signatures on following
pages.]


 









    	 	 7	
First
                                         Amendment to Loan Agreement and Other Loan Documents
Hotel
                                         Indigo (Traverse City, MI)


 


     


    

 


IN WITNESS WHEREOF,
this Amendment has been executed by the undersigned parties as of the date first set forth above.


 





	BORROWER:	PHR TCI, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ James A. Procaccianti	 
	 	Name:	James A. Procaccianti	 
	 	Title:	Authorized Signor

                                           
	



 









 





[Signatures continue on following page.]







 






    	 	 	
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                                         Amendment to Loan Agreement and Other Loan Documents
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                                         Indigo (Traverse City, MI)


 


     


    







 





	AGENT AND LENDER:	CITIZENS BANK, N.A.,	 
	 	a national banking association	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Morgan Salmon	 
	 	Name:	Morgan Salmon	 
	 	Title	SVP	 







 


 





 


[Consent and Agreement
of Guarantor follows.]





 









    	 	 	
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                                         Amendment to Loan Agreement and Other Loan Documents
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                                         Indigo (Traverse City, MI)


 


     


    

 


CONSENT AND AGREEMENT OF GUARANTOR


 


WHEREAS, the payment
and performance by the above-referenced Borrower of certain of its Obligations under the Loan Documents were guaranteed by the
undersigned Guarantor pursuant to (i) that certain Limited Guaranty (re: Certain Specified Matters) and (ii) that certain Guaranty
(re: Completion), each dated as of August 15, 2018, guaranteeing the matters that are set forth therein (singly and collectively,
the “Guaranty”); and


 


WHEREAS, as a condition
to the closing of the Loan modification contemplated by the above Amendment to which this Consent and Agreement of Guarantor is
attached, Agent and Lenders have required that Guarantor execute this Consent and Agreement.


 


NOW, THEREFORE, in
consideration of and as an inducement to Agent and Lenders entering into the above Amendment, Guarantor hereby:


 


(a)       Consents
to the execution by Borrower of the above Amendment;


 


(b)       Agrees
that the payment and performance of certain of the Borrower's obligations under the Loan Documents, as amended by the above Amendment,
are guaranteed by the Guaranty pursuant to the terms of the Guaranty and further agrees that all references in the Guaranty to
the Loan Agreement and the other Loan Documents shall be deemed to refer to the Loan Agreement and Loan Documents as amended by
the above Amendment;


 


(c)       Acknowledges
that as of the date hereof it has no existing and asserted (and no basis for any unasserted) claims, counterclaims, defenses or
rights of setoff whatsoever with respect to any obligations under the Loan Documents, and any such claims, counterclaims, defenses
and rights of setoff are hereby waived and relinquished;


 


(d)       Represents
and warrants that the representations and warranties of Guarantor set forth in Section 6 of each Guaranty and in each other
Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified)
on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations
and warranties (i) expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date, or
(ii) are expressly qualified as to “Guarantor’s knowledge,” in which case they shall be true and correct in all
material respects as so qualified, or (iii) represent that no material adverse change has occurred in Guarantor’s financial
condition or business, in which case such representations and warranties are qualified by the effect on the same related to the
novel coronavirus (COVID-19) pandemic;


 


(e)       Represents
and warrants to Agent and Lenders that the execution, delivery and performance of this Consent and Agreement of Guarantor have
been duly authorized by all necessary action of Guarantor; and


 


(f)       Consents
to do business with Citizens Bank, N.A. and the other parties to the Loan electronically (including, without limitation, by use
of electronic signatures), and acknowledges and agrees that executed electronic signature pages may be attached as separate counterparts
to this Consent and Agreement of Guarantor with the same effect as manually delivered counterparts.


 


 


[Guarantor’s signature on following
page(s).]











    	 	 	
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                                         Amendment to Loan Agreement and Other Loan Documents
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                                         Indigo (Traverse City, MI)


 


     


    




 





IN WITNESS WHEREOF, the undersigned Guarantor
has executed this Consent and Agreement of Guarantor as of the date first above written.


 


 





	GUARANTOR:	TH Investment Holdings II, LLC,	 
	 	Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ James A. Procaccianti	 
	 	Name:	James A. Procaccianti	 
	 	Title:	Manager	 







 






    	 	 	
First
                                         Amendment to Loan Agreement and Other Loan Documents
Hotel
                                         Indigo (Traverse City, MI)