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9. Estoppel Certificates. Upon twenty (20) days prior written notice, <br />Landlord and Tenant each agree, at any time and from time to time as reasonable, to <br />execute, acknowledge and deliver to the other a statement, in writing, certifying if true, <br />that this Lease is unmodified and in full force and effect (or if there have been <br />modifications, that the Lease is in full force and effect as modified and stating the <br />modifications), the dates to which Rent and other payments due hereunder have been paid <br />in advance, if any, and stating whether or not there are defenses or offsets claimed by the <br />certifying party and whether or not there exists any default in the performance by the <br />other party of any term, condition or covenant of this Lease, and, if so, specifying each <br />such default, and such other information as may reasonably be requested by the other <br />party. <br /> 10. Superiority of Lease. Landlord may sell the Premises subject to <br />this Lease and thereupon be released from all liability accruing after the date of the <br />transfer of title to the Premises; provided that the purchaser shall agree to assume all of <br />the liabilities and obligations of Landlord under this Lease from and after the date of the <br />transfer of title. Unless Tenant in its discretion agrees otherwise in writing, this Lease <br />shall at all times be prior and paramount to any deed of trust or other lien or encumbrance <br />against the fee. <br /> 11. Title and Zoning. Landlord shall grant no easements or enter into <br />any other agreements or take any actions which might burden or impair title to the <br />Premises, except with the prior written consent of Tenant, which consent shall not be <br />unreasonably withheld. Landlord shall defend Landlord's title to the Premises against the <br />claims of any party filing a lien for labor or materials on account of work performed by <br />or for the benefit of Landlord or (to the extent an exemption does not apply) for non- <br />payment of any taxes payable by Landlord hereunder. In the event of the filing of any <br />such lien or claim, Tenant shall have the right but not the obligation to defend against and <br />discharge such lien or claim, and to deduct any sums expended by Tenant from any sum <br />of Base Rent or Additional Rent payable to Landlord hereunder. Landlord shall <br />cooperate in the granting of such easements, rights of way and other covenants and <br />restrictions affecting only the Premises as Tenant may reasonably request in connection <br />with Tenant's use, development or operation of the Premises for the purposes set forth in <br />this Lease, but at no cost to Landlord, including, without limitation, easements for <br />utilities, ingress and egress, signage and other purposes as required by Tenant. For the <br />purposes set forth in this Lease, Tenant shall have the right to seek rezoning of the <br />Premises or portions thereof, as well as variances, conditional use permits, construction <br />and other occupancy and operating permits, and Landlord shall cooperate in connection <br />with any such application, but at no cost to Landlord. Landlord shall lend assistance to <br />and cooperate with Tenant and execute all documents required in connection with any <br />rezoning of the Premises requested by Tenant for the purpose set forth in this Lease. <br /> 12. Assignment and Subletting. Use of the premises by Tenant solely <br />for a fire station is a material inducement to Landlord to enter into this Lease. This Lease <br />is therefore personal to Tenant. Tenant shall not assign this Lease or sublet or grant any <br />concession or license of any part of the Premises without the prior written consent of <br />5 <br /> <br />