First Amendment Effective Date means April 1, 2020.
Total Adjusted Equity means, with respect to any Person, as of any date of determination, Total Equity of such Person as of such date plus Equity Adjustment for such Person as of such date.
(b) Section 1 of the Guaranty is hereby amended by deleting and replacing the definitions of Tangible Net Worth and Total Equity in their entirety with the following:
Tangible Net Worth shall mean, with respect to any Person, as of any date of determination, on a consolidated basis, (a) the total tangible assets of such Person, less (b) the total liabilities of such Person, in each case, on or as of such date and as determined in accordance with GAAP.
Total Equity shall mean, with respect to any Person, as of any date of determination, the sum of all shareholder equity of such Person and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP, and the Series B Cumulative Redeemable Preferred Stock of TRT issued to PE Holder, L.L.C. (PE Holder) pursuant to the Investment Agreement dated as of May 28, 2020, between TRT and PE Holder, and held by PE Holder and/or any of its Affiliates.
(c) Section 8 of the Guaranty is hereby amended by adding a new clause (j) to read in its entirety as follows:
(j) All CECL Reserves and any loan loss reserves, write-downs, impairments or realized losses taken against the value of any assets of Guarantor or its Subsidiaries that have occurred from and after April 1, 2020 through and including May 28, 2020 are as set forth on Schedule 1 hereto.
(d) Section 9(a) of the Guaranty is hereby deleted in its entirety and replaced with the following:
(a) Guarantor hereby agrees that, until the Repurchase Obligations have been paid in full, Guarantor shall not, with respect to itself and its Subsidiaries on a consolidated basis, directly or indirectly:
(i) permit the ratio of Total Indebtedness to Total Adjusted Equity at any time to exceed 3.5 to 1.0;
(ii) permit Liquidity at any time to be less than the greater of (A) Ten Million and No/100 Dollars ($10,000,000.00) and (B) 5.0% of Guarantors Recourse Indebtedness;
(iii) permit the Tangible Net Worth at any time to be less than the sum of (A) $1,100,000,000.00, plus (B) seventy-five percent (75%) of the proceeds of all equity issuances (net of underwriting discounts and commissions, and other out-of-pocket expenses related to such equity issuances) made by Guarantor or TRT, without duplication, after the date of the First Amendment; and