This Amendment shall become retroactively effective as of October 1, 2017 (the “ Effective Date ”) after each of the following has occurred: (a) this Amendment shall have been executed and delivered by a duly authorized officer of each party hereto, (b) the Fifth Amendment and Joinder Agreement to Originator Purchase Agreement shall have been executed and delivered by a duly authorized officer of each party thereto and delivered to the Agent, together with all opinions and other documents required thereunder, and (c) Seller shall have paid the reasonable fees and disbursements of Barnes & Thornburg LLP in connection with the Purchase Agreement, this Amendment and the third amended and restated Fee Agreement.