(b) The definition of Maximum Amount, as set forth in Section 2(a) of the Repurchase Agreement is hereby amended by replacing the dollar figure $500,000,000 set forth therein with the dollar figure $510,000,000.00..
(c) The following sentence shall be added as a new second sentence of Section 18(b) of the Repurchase Agreement after the first sentence of Section 18(b) of the Repurchase Agreement, as follows:
In addition to the foregoing, so long as no monetary Default, material non-monetary Default or Event of Default has occurred and is continuing, Buyer shall not assign (but, for avoidance of doubt, may sell participation interests in) its rights and obligations in this Agreement to any Person without Sellers prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless such Person is an Eligible Assignee..
SECTION 2. Omnibus Amendment to Confirmations. Clause (G) of the Fourth Amended and Restated Confirmation Statement for the Purchased Loan identified therein as Watchtower A-1 Note shall be deleted in its entirety. Clause (F) of the Confirmation Statement for the Purchased Loan identified therein as Aston Waikiki shall be deleted in its entirety.
SECTION 3. Conditions Precedent. This Amendment and its provisions shall become effective on the date hereof (the Amendment Effective Date) provided that this Amendment is duly executed and delivered by a duly authorized officer of each of Master Seller, Buyer and Guarantor.
SECTION 4. Representations, Warranties and Covenants. Each of Seller and Guarantor hereby represents and warrants to Buyer, as of the date hereof, that (i) it is in full compliance with all of the terms and provisions set forth in each Transaction Document to which it is a party on its part to be observed or performed, and (ii) no Default or Event of Default has occurred or is continuing. Each of Seller and Guarantor hereby confirms and reaffirms its representations, warranties and covenants contained in each Transaction Document to which it is a party.
SECTION 5. Acknowledgments of Guarantor. Guarantor hereby acknowledges the execution and delivery of this Amendment by Master Seller and Buyer and Guarantor agrees that it continues to be bound by the Guaranty notwithstanding the execution and delivery of this Amendment and the impact of the changes set forth herein.
SECTION 6. Limited Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement, the Guaranty and each of the other Transaction Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the execution of this Amendment, each (x) reference therein and herein to the Transaction Documents shall be deemed to include, in any event, this Amendment, (y) each reference to the Repurchase Agreement or the Guaranty in any of the Transaction Documents shall be deemed to be a reference to the Repurchase Agreement or the Guaranty, as applicable, as amended hereby, and (z) each reference in the Repurchase Agreement or the Guaranty, as applicable, to this Agreement, this Repurchase Agreement, this Guaranty, hereof, herein or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement or the Guaranty, as applicable, as amended by this Amendment.