This Amendment shall become effective as of the time (the “ Effective Time ”) at which the Administrator has executed this Amendment and receives each of the following, in each case form and substance satisfactory to the Administrator in its sole discretion: (A) counterparts of this Amendment executed by each of the other parties hereto, (B) counterparts of the Amended Fee Letter executed by each of the other parties thereto, (C) evidence of payment by the Seller of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the date hereof, including any such costs (including those contemplated by the Amended Fee Letter), (D) counterparts of the Amendment to the Lock-Box Schedule Letter Agreement executed by each of the other parties thereto, (E) counterparts of the Amendments to the Lock-Box Agreements executed by each of the other parties thereto, (F) an opinion of counsel to the Seller and Servicer with respect to customary corporate, enforceability and security interest matters and (G) such other agreements, documents, instruments and opinions as the Administrator may request.