no event shall Equity Adjustment exceed the amount of (a) Total Equity of Guarantor less (b) the product of Total Indebtedness of Guarantor multiplied by twenty-five percent (25%).
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) Exhibit A to 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 means, 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 means, as of any date of determination, (a) with respect to any Person, the sum of all shareholder equity of such Person and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP and (b) with respect to Guarantor, (i) the sum of all shareholder equity of Guarantor and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP, plus, (ii) the Class B Preferred Equity issued to PE Holder, L.L.C. by TRT pursuant to the Investment Agreement dated as of May 28, 2020, between TRT and PE Holder, L.L.C., and held by PE Holder, L.L.C. or its Affiliates, or any assignee or transferee thereof.
(c) 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
(iv) as of any date of determination, permit the ratio of (A) EBITDA for the period of twelve (12) consecutive months ended on such date (if such date is the last day