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73495160v3 37 ARTICLE VI AMENDMENTS TO FUNDING LOAN AGREEMENT AND BORROWER LOAN AGREEMENT Section 6.1 Amendments to Funding Loan Agreement. Any of the terms of this Funding Loan Agreement, including the “basic loan terms” specified on the Schedule of Financial Terms and the Governmental Note may be amended or waived only by an instrument signed by the Funding Lender, the Controlling Person and the Borrower and consented to by the Governmental Lender. Notwithstanding the foregoing, any of the “other terms” set forth on the Schedule of Financial Terms may be amended or waived by an instrument signed by the Controlling Person and consented to by the Borrower. Controlling Person may, at its election, require delivery of a Favorable Opinion of Tax Counsel in connection with any such amendment or waiver. Section 6.2 Amendments to the Borrower Loan Agreement, the Borrower Note or the Mortgage. (a) The Governmental Lender shall not cause or permit to exist any amendment, modification, supplement, waiver or consent with respect to the Borrower Loan Agreement, the Borrower Note or the Mortgage without the prior written consent of the Funding Lender, the Borrower and the Controlling Person. (b) Notwithstanding anything to the contrary contain herein or therein, the Funding Lender, as assignee of the Governmental Lender, and the Borrower may, without the consent of or prior notice to Governmental Lender, enter into or permit any amendment of the Borrower Loan Agreement, the Borrower Note or the Borrower Mortgage acceptable to the Funding Lender and the Borrower provided, however, that any change which, in the reasonable judgment of the Funding Lender, materially modifies the Reserved Rights of the Governmental Lender shall require the written consent of the Governmental Lender. (c) The Funding Lender and the Borrower shall file copies of any such amendments to the Borrower Loan Agreement, the Borrower Note or the Mortgage with the Governmental Lender and the Controlling Person promptly following execution. (d) An amendment or other document described under this Article that materially affects any rights or obligations of the Borrower shall not become effective unless and until the Borrower shall have consented to the execution of such amendment or other document (provided that no such consent shall be required if the Borrower is in default under any Funding Loan Document). ARTICLE VII THE FISCAL AGENT Section 7.1 Appointment of Fiscal Agent. The Fiscal Agent is hereby appointed and does hereby agree to act in such capacity, and to perform the duties of the Fiscal Agent under this Funding Loan Agreement, but only upon and subject to the following express terms and conditions (and no implied covenants or other obligations shall be read into this Funding Loan Agreement against the Fiscal Agent): (a) The Fiscal Agent may execute any of its trusts or powers hereunder and perform any of its duties by or through attorneys, agents, receivers or employees. The Fiscal Agent shall be entitled to advice of Counsel concerning all matters hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees. The Fiscal Agent may act upon the opinion or advice of Counsel, accountants, engineers or surveyors selected by it in the exercise of reasonable