CONSENT SHALL NOT BE
UNREASONABLY WITHHELD; PROVIDED, HOWEVER, THE BORROWER SHALL HAVE THE RIGHT AT
ANY TIME UPON AT LEAST THIRTY (30) DAYS NOTICE TO LENDER TO REPLACE THE MANAGER
WITH A NEW PROPERTY MANAGER PROVIDED (I) NO EVENT OF DEFAULT EXISTS OR SHALL
OCCUR AS A RESULT OF SUCH REPLACEMENT, (II) EITHER (A) SUCH REPLACEMENT PROPERTY
MANAGER IS A QUALIFIED MANAGER OR (B) IF SUCH REPLACEMENT PROPERTY MANAGER IS
NOT A QUALIFIED MANAGER AND A SECURITIZATION HAS OCCURRED, BORROWER DELIVERS TO
LENDER A RATING AGENCY CONFIRMATION AS TO SUCH NEW PROPERTY MANAGER AND PROPERTY
MANAGEMENT AGREEMENT, AND (III) THE PROPERTY MANAGEMENT AGREEMENT ENTERED INTO
BETWEEN THE BORROWER AND SUCH REPLACEMENT PROPERTY MANAGER SHALL BE SUBJECT TO
LENDER'S APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD. IF ANY NEW
PROPERTY MANAGER IS AN AFFILIATE OF BORROWER, THEN, AS A FURTHER CONDITION TO
THE REPLACEMENT OF THE MANAGER, BORROWER SHALL BE REQUIRED TO DELIVER TO LENDER
A NON-CONSOLIDATION OPINION REASONABLY ACCEPTABLE TO LENDER (OR, IN THE EVENT
THAT A SECURITIZATION SHALL HAVE OCCURRED, ACCEPTABLE TO THE RATING AGENCIES).
ANY SUCH NEW PROPERTY MANAGER AND BORROWER SHALL, AS A FURTHER CONDITION TO THE
REPLACEMENT OF THE MANAGER, EXECUTE A SUBORDINATION OF MANAGEMENT AGREEMENT IN
THE FORM DELIVERED IN CONNECTION WITH THE LOAN.
SECTION 7.3
REPLACEMENT OF MANAGER.
LENDER SHALL HAVE THE RIGHT TO
REQUIRE BORROWER TO REPLACE THE MANAGER WITH A PERSON WHICH IS NOT AN AFFILIATE
OF, BUT IS CHOSEN BY, BORROWER AND APPROVED BY LENDER (WHICH APPROVAL SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED) UPON THE OCCURRENCE OF ANY ONE OR MORE OF
THE FOLLOWING EVENTS: (I) AT ANY TIME FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, (II) THE MATURITY DATE OCCURS AND THE LOAN
HAS NOT BEEN PAID AND SATISFIED IN FULL, AND/OR (III) IF MANAGER SHALL BE IN
MATERIAL DEFAULT UNDER THE MANAGEMENT AGREEMENT BEYOND ANY APPLICABLE NOTICE AND
CURE PERIOD OR IF AT ANY TIME THE MANAGER HAS ENGAGED IN GROSS NEGLIGENCE,
FRAUD, WILLFUL MISCONDUCT OR MISAPPROPRIATION OF FUNDS.
VIII.
PERMITTED TRANSFERS
SECTION 8.1
PERMITTED TRANSFER OF THE PROPERTY.
LENDER SHALL NOT
WITHHOLD ITS CONSENT TO A CONVEYANCE OF THE PROPERTY IN ITS ENTIRETY TO ANY
TRANSFEREE PROVIDED THAT (A) LENDER HAS RECEIVED AN AGREEMENT, ACCEPTABLE TO IT
IN ITS REASONABLE DISCRETION, PURSUANT TO WHICH SUCH TRANSFEREE ASSUMES ALL OF
BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS, (B) LENDER RECEIVES A TRANSFER
FEE EQUAL TO (I) TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) IF SUCH TRANSFER
IS TO BEACON ENTITY OR ANY ENTITY AT LEAST FIFTY PERCENT (50%) DIRECTLY OR
INDIRECTLY OWNED BY BEACON ENTITY AND DIRECTLY OR INDIRECTLY CONTROLLED BY
BEACON ENTITY OR (II) SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($75,000.00) IF
SUCH TRANSFER IS TO ANY OTHER ENTITY, (C) LENDER
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SHALL HAVE RECEIVED SUCH DOCUMENTS, CERTIFICATES AND LEGAL OPINIONS AS IT MAY
REASONABLY REQUEST, (D) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING HEREUNDER, AND, IF A MEZZANINE LOAN IS OUTSTANDING, NO "EVENT OF
DEFAULT" HAS OCCURRED AND IS