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(5) (7) - 24 - 201400 (in all material respects) to the organizational documents of the member being removed. (4) Notwithstanding anything to the contrary herein, however, (A) (i) limited partnership interests in Borrower or in any general partner, limited partner, beneficial owner, member or trustee of Borrower (ii) if Borrower is a Delaware statutory trust, any beneficial ownership interest in Borrower and (iii) any other beneficial ownership interest, direct or indirect, in any trustee or beneficial owner of Borrower shall be freely transferable without the consent of Lender and (B) the removal and replacement of any limited partner, non - managing member, beneficial interest holder or trustee of Borrower without otherwise violating the provisions of this paragraph 9, which person or entity is not required to satisfy the independent management requirements pursuant to paragraph 20 hereof, may be accomplished without the consent of Lender; provided, that in each such case, (i) such transfer, removal or replacement when taken with all such other transfers and removal, in the aggregate, shall result in the transfer of less than forty-nine percent (49 %) of the Beneficial Ownership Interest in Borrower; (ii) such transfer, removal or replacement does not change the actual control of Borrower; (iii) such transfer, removal or replacement does not adversely affect the bankruptcy remote structure of the Borrower; and (iv) such transfer, removal or replacement does not include the transfer, removal or replacement of any entity or person satisfying the independent management requirements for a bankruptcy remote structure unless the transferee or replacement entity or person also satisfies such independent management requirements for a bankruptcy remote structure. Notwithstanding the foregoing, any involuntary transfer of a Beneficial Ownership Interest in Borrower caused by the death of any general or limited partner, shareholder, joint venturer, trustee, member, manager, beneficial interest owner or other type of owner holding any Beneficial Ownership Interest in Borrower shall not be a default under this Security Instrument or constitute a Sale or Transfer so long as Borrower is reconstituted, if required, following such death and so long as either (i) those persons responsible for the management of the Mortgaged Property remain unchanged as a result of such death or (ii) any replacement management is approved by Lender (which approval shall not be unreasonably withheld). (6) In connection with each Sale or Transfer, except such Transfers as set forth in subsection (4) above, Grantee (in the case of a Sale) or Borrower (in the case of a Transfer), as the case may be, shall represent and warrant to Lender in writing that all of the representations and warranties set forth in paragraph 37 hereof shall survive such Sale or Transfer. In all events, if (i) a Transfer will result in any person and persons (excluding the Control Parties) controlled by, controlling or under common control with such person, (A) directly or indirectly, owning or controlling similar properties securing related promissory notes dated as of the Effective Date held by Lender