This Amendment shall become effective as of the Effective Date upon (i) receipt by the Administrative Agent of counterparts hereof, duly executed by each of the parties hereto, (ii) receipt by the Administrative Agent of counterparts of the Gotham Group Fee Letter and the Wells Fargo Fee Letter, duly executed by the parties thereto, and receipt by each of the Committed Purchasers in the accounts specified therein of their respective Upfront Fees, (iii) receipt by the Administrative Agent of counterparts of the Administrative Agent’s Fee Letter, duly executed by Seller and the Administrative Agent, and payment of the Administrative Agent’s fee described therein, (iv) receipt by the Administrative Agent of a Secretary’s Certificate of the Seller certifying as to attached resolutions authorizing the execution, delivery and performance of the Agreement as amended hereby, attached copies of its Articles of Incorporation and By-laws, as well as the incumbency and specimen signatures of its authorized officers, (v) receipt by BTMU of reliance letters executed by Frost Brown Todd LLC and Spencer Fane Britt & Browney LLP with respect to all legal opinions delivered in connection with the Transaction Documents, (vi) receipt by the Administrative Agent of a Secretary’s Certificate of the Servicer certifying as to attached resolutions authorizing the execution, delivery and performance of this Amendment, attached copies of its Articles of Incorporation and By-laws, as well as the incumbency and specimen signatures of its authorized officers, and (vii) payment in full of Administrative Agent’s outstanding reasonable, documented legal fees incurred in connection with this Amendment and the documents required to be delivered hereunder. Except as expressly amended hereby, the Agreement shall remain unaltered and in full force and effect.