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2o~oooi~~ involuntary, or any merger, consolidation, dissolution or syndication affecting Borrower, except in the case of a foreclosure by Lender. "Transfer" shall mean (i) any transfer, pledge or encumbrance (whether voluntary or involuntary) in one or a series of transactions in which all or any portion of the Beneficial Ownership Interest in Borrower is transferred, pledged or encumbered to a Person who is not, as of the date of such transfer, an existing holder of all or a part of the Beneficial Ownership Interest in Borrower, or (ii) any transfer of the "management and control" (as defined below) in an existing holder of the primary Beneficial Ownership Interest in Borrower (such transfer shall be a "Transfer" of that Borrower). The term "management and control" as used herein shall mean (A) if referring to a limited liability company that is member-managed, then any managing member interest, (B) if referring to a partnership (whether general or limited), then any general partner interest (excluding any general partner interest held by an SPC Member), and (C) if referring to any other type of entity, then fifty-one percent (51 %) or more of the economic interest in such entity. Notwithstanding the foregoing, a Transfer shall not be deemed to exist if the following conditions are satisfied: (w) the transfer in one or a series of transactions aggregating less than forty-nine percent (49%) of the Beneficial Ownership Interest in Borrower; (x) such transfer does not change the actual control of Borrower; (y) such transfer does not adversely affect the bankruptcy remote structure of the Borrower; and (z) such transfer does not include the transfer 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. "Transferee" shall mean the Person to whom all or any portion of the Beneficial Ownership Interest in Borrower is being transferred, or, in the case of a Transfer as described in section (ii) of the definition of "Transfer" above, the holder of the primary Beneficial Ownership Interest in Borrower following such Transfer. "Transferor" shall mean the Person owning any Beneficial Ownership Tnterest in Borrower which is the subject of a Transfer. (c) Sale Conditions. Notwithstanding anything herein to the contrary, a Sale to a Grantee satisfying the requirements of paragraph 20 hereof shall be permitted by Lender, and the prior written consent of Lender to such Sale shall not be required, provided that each of the following terms and conditions are satisfied: (1) No Event of Default is then continuing hereunder or under any of the other Loan Documents, and no Lease Default exists (and Lender shall have received a certificate from Borrower certifying such facts to the best of its knowledge, and a certificate from Grantee representing that, to its knowledge, no event which, with the passage of time, could become an Event of Default or Lease Default shall be continuing immediately following such Sale)., -18-