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2. MISCELLANEOUS. (a) Full Force and Effect. All of the terms, provisions, covenants and agreements contained in the Agreement are hereby incorporated herein by reference in the same manner and to the same extent as if all such terms, provisions, covenants and agreements were fully set forth herein. LESSOR and TENANT ratify, confirm and adopt the Agreement as of the date hereof and acknowledge that there are no defaults under the Agreement or events or circumstances which, with the giving of notice or passage of time or both, would ripen into events of default. Except as otherwise expressly amended herein, all the terms and conditions of the Agreement shall remain and continue in full force and effect. In case of any inconsistency between the Agreement, and this Amendment, the terms and conditions of this Amendment shall govern and control. (b) Binding Effect. This Amendment shall be binding upon the heirs, legal representatives, successors and assigns of the parties. The parties shall execute and deliver such further and additional instruments, agreements and other documents as may be necessary to evidence or carry out the provisions of the Amendment. (c) IRS Form W-9. LESSOR agrees to provide TENANT with a completed IRS Form W-9, or its equivalent, upon execution of this Amendment and at such other times as may be reasonably requested by TENANT. In the event the Leased Premises is transferred, the succeeding LESSOR shall have a duty at the time of such transfer to provide TENANT with a Change of Ownership Form as provided by TENANT and a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in rent to the new LESSOR. LESSOR's failure to provide the IRS Form W-9 within thirty (30) days after TENANT's request shall be considered a default and TENANT may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments. (d) Survey. TENANT reserves the right, at its discretion and at its sole cost, to obtain a survey (the "Survey") specifically describing the Leased Premises and any access and utility easements associated therewith. TENANT shall be permitted to attach the Survey as an exhibit to this Amendment and any related memorandum for recording, which Survey shall update and replace the existing description of the Leased Premises, at any time prior to or after closing the complete execution of this Amendment. (e) Representations and Warranties. LESSOR represents and warrants that: (i) LESSOR is duly authorized to and has the full power and authority to enter into this Amendment and to perform all of LESSOR's obligations under the Agreement as amended hereby. (ii) TENANT is not currently in default under the Agreement, and to LESSOR's knowledge, no event or condition has occurred or presently exists which, with notice or the passage of time or both, would constitute a default by TENANT under the Agreement. 2 BU# 840753; Vero 47606129 A