This Amendment shall become effective as of the date hereof (the “ Effective Date ”) upon (i) receipt by the Administrator of counterparts to this Amendment duly executed by each of the parties hereto, (ii) receipt by the Administrator of counterparts to the Fee Letter duly executed by each of the parties thereto and (iii) receipt by the Assignor of the Payoff Amount in its entirety in accordance with Section 2 of this Amendment.