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45 199386222v3 business of the Fiscal Agent that includes this Funding Loan Agreement, shall be the successor of the Fiscal Agent hereunder without the execution or filing of any paper of any further act on the part of any Person, anything herein to the contrary notwithstanding, provided that such successor Fiscal Agent shall be eligible to serve as Fiscal Agent under the provisions of this Funding Loan Agreement. If the Fiscal Agent is not the successor entity in any such merger or consolidation, the Fiscal Agent shall give notice of such event to the Borrower and shall take such action as may be required to effect a transfer of the trust included in this Funding Loan Agreement to such successor entity. Section 7.5 Removal of Fiscal Agent. The Fiscal Agent may be removed upon thirty (30) day’s written notice at any time, by an instrument or concurrent instruments in writing delivered to the Fiscal Agent, the Governmental Lender, the Controlling Person and the Borrower and signed by the Funding Lender. During such time that no Event of Default has occurred and is continuing under this Funding Loan Agreement, the Fiscal Agent may also be removed by an instrument or concurrent instruments in writing delivered to the Fiscal Agent and the Governmental Lender and signed by the Controlling Person, with notice to the Borrower. Such removal shall take effect only upon the appointment of a successor Fiscal Agent by the Borrower with the consent of the Controlling Person (such consent not to be unreasonably withheld, conditioned, or delayed) and the acceptance of such appointment by the successor Fiscal Agent. Upon such removal, the Fiscal Agent shall assign to the successor Fiscal Agent all of its right, title and interest in this Funding Loan Agreement and the Security in the same manner as provided in Section 7.4 hereof. If no successor is appointed after the delivery to the Trustee of an instrument removing the Trustee as described herein, the Trustee may petition any court of competent jurisdiction to appoint a successor. ARTICLE VIII CONTROLLING PERSON; SERVICING Section 8.1 Funding Lender to Appoint Controlling Person. The Funding Lender may engage a Person, collaterally assign some or all of its rights hereunder to a Person, or otherwise provide for a Person, at the Funding Lender’s sole cost and expense, to act on behalf of the Funding Lender under the Funding Loan Documents as the “Controlling Person”. The Funding Lender may at any time and from time to time terminate or remove and replace any such Controlling Person. The Funding Lender shall give written notice to the Governmental Lender, the Fiscal Agent and the Borrower of its appointment, termination, removal or replacement of any Controlling Person, and the parties may rely on any such notice until any subsequent notice is given. Subject to any written agreement between the Controlling Person and Funding Lender, the Controlling Person may resign at any time by written notice to the Funding Lender, Fiscal Agent, the Governmental Lender and the Borrower. Initially, the Funding Lender has engaged R4 Servicer LLC to act as the “Controlling Person” hereunder and R4 Servicer LLC has accepted such engagement. The Funding Lender is under no obligation to appoint a Controlling Person; if at any time a Controlling Person has not been designated by the Funding Lender, all references to the “Controlling Person” herein and in the other Funding Loan Documents shall refer to the Funding Lender. Any opinion or certificate provided for herein, in the Borrower Loan Agreement or in any other Funding Loan Document that is directed to the Controlling Person shall also be directed to, and may be relied upon by, the Funding Lender. The Funding Lender will have no liability to the Governmental Lender, the Borrower, or any other Person for any act or omission of the Controlling Person unless the Controlling Person is the Funding Lender or an Affiliate of the Funding Lender or such act or omission was expressly approved by the Funding Lender in each particular case.