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201000151 satisfying the SPC Member requirements set forth in paragraph 20(s) hereof with a different general partner satisfying the SPC Member requirements set forth in paragraph 20(t) hereof shall not be deemed to be a Sale or Transfer provided that such substitution shall neither result in the transfer of forty-nine percent (49%) or more of the Beneficial Ownership Interest in Borrower nor shall change the actual control of Borrower, and provided that the substitute general partner has organizational documents that are substantively identical (in all material respects) to the organizational documents of the general partner being removed. If Borrower is a limited partnership, the transfer by a Special Purpose General Fartner (as defined in paragraph 20(s) hereof) of its general partnership interest in Borrower shall not be deemed a Sale or Transfer unless such transfer is a transfer of 49% or more of the Beneficial Ownership Interest in Borrower or changes actual control of Borrower. If Borrower is a limited liability company, the substitution of the member satisfying the SPC Member requirements set forth in paragraph 20(s) hereof with a different member satisfying the SPC Member requirements set forth in paragraph 20(t) hereof shall not be deemed to be a Sale or Transfer provided that such substitution shall neither result in the transfer of forty-nine percent (49%) or more of the Beneficial Ownership Interest in Borrower nor change the actual control of Borrower, and provided that the substitute member has organizational documents that are substantively identical (in all material respects) to the organizational dacuments of the member being removed. (4) Notwithstanding the foregoing, however, (A) limited partnership interests in Borrower or in any general partner, limited partner, beneficial owner, member or trustee of Borrower or any other beneficial ownership interest, direct ar indirect, in any trustee ar 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 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, rernnval 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. - 23 - 154~F5229.4. BUSINESS