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(b) M400400 Mortgaged Property is or shall become a lawful nonconforming use, unless permitted under the Lease Borrower will not cause or permit such nonconforming use to be discontinued or abandoned without the prior written consent of Lender. Borrower shall cause Lessee to provide Lender with copies of the certificates required pursuant to Section 9(d), Part II of the Lease regarding the condition of the Mortgaged Property, as and when such certificates are required pursuant to the Lease. 9. Transfer or Encumbrance of the Mortgaged Property. (a) General. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Mortgaged Property so as to ensure that, should Borrower default in the repayment of the Debt, Lender can recover all or a portion of the Debt by a sale of the Mortgaged Property. Except as otherwise provided herein, Borrower shall not, without the prior written consent of Lender, which consent may be withheld in its sole discretion, consummate a Sale or Transfer. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Sale or Transfer without Lender's prior written consent or as otherwise expressly permitted herein. This provision shall apply to every Sale or Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Sale or Transfer. Lender's consent to a Sale or Transfer shall not be deemed to be a waiver of Lender's right to require such consent to any future occurrence of same. Any Sale or Transfer made in contravention of this paragraph shall be null and void and of no force and effect. (b) Definitions. The following terms shall have the definitions set forth below or otherwise as set forth in this paragraph 9, as so indicated: "Beneficial Ownership Interest" shall mean the interest in Borrower which evidences or has the right to the economic or financial benefits or burdens of Borrower's business, which such interests may include, without limitation, those of a corporate shareholder, limited liability company member, trust beneficiary, general partner, limited partner or joint venturer, or any controlling interest of any entity directly or indirectly controlling such general partner, managing partner, joint venturer or member, by operation of law or otherwise. "Grantee" shall mean the Person to whom a Sale is made by the Borrower. "Grantor" shall mean the then current Borrower who is making a Sale to a Grantee. "Non- Consolidation Opinion" shall mean that certain substantive non - consolidation opinion letter delivered by Cavazos, Hendricks, Poirot & Smitham, P.C. in connection with this Security Instrument. "Replacement Indemnity" shall have the meaning ascribed to such term in paragraph 9(d)(4) hereof.