ADDRESS
OF SUCH PERSON SET FORTH HEREIN OR TO ANY SUBSEQUENT ADDRESS TO WHICH NOTICES
SHALL BE SENT.
17.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
17.6
PRONOUNS AND HEADINGS.
AS USED HEREIN, ALL PRONOUNS SHALL INCLUDE
THE MASCULINE, FEMININE, NEUTER, SINGULAR AND PLURAL THEREOF WHEREVER THE
CONTEXT AND FACTS REQUIRE SUCH CONSTRUCTION.
THE HEADINGS, TITLES AND SUBTITLES
HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE TO BE IGNORED IN
ANY CONSTRUCTION OF THE PROVISIONS HEREOF.
17.7
PARTNERS NOT AGENTS.
NOTHING CONTAINED HEREIN SHALL BE CONSTRUED
TO CONSTITUTE ANY PARTNER THE AGENT OF ANOTHER PARTNER, EXCEPT AS SPECIFICALLY
PROVIDED HEREIN.
17.8
NO THIRD PARTY BENEFICIARIES.
WITHOUT LIMITING ANY OF THE
PROVISIONS OF THIS AGREEMENT, INCLUDING ANY OBLIGATIONS OF PARTNERS TO MAKE
CAPITAL CONTRIBUTIONS OR TO RETURN MONEY OR OTHER PROPERTY TO THE PARTNERSHIP,
EXCEPT FOR SECTIONS 7.4 AND 9.7, THE PROVISIONS OF THIS AGREEMENT ARE INTENDED
SOLELY TO BENEFIT THE PARTNERSHIP AND THE PARTIES HERETO AND, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, SHALL NOT BE CONSTRUED AS CONFERRING ANY
BENEFIT UPON ANY CREDITOR OF THE PARTNERSHIP (AND NO SUCH CREDITOR SHALL BE A
THIRD PARTY BENEFICIARY OF THIS AGREEMENT), AND THE PARTNERS SHALL HAVE NO DUTY
OR OBLIGATION TO ANY CREDITOR OF THE PARTNERSHIP TO MAKE ANY CONTRIBUTIONS OR
RETURN ANY MONEY OR OTHER PROPERTY TO THE PARTNERSHIP.
17.9
ENTIRE UNDERSTANDING.
THIS AGREEMENT, INCLUDING FOR THE AVOIDANCE
OF DOUBT THE SCHEDULES AND EXHIBITS TO THIS AGREEMENT, THE CONTRIBUTION
AGREEMENT, THE REIT CONTRIBUTION AGREEMENT, THE PROPERTY MANAGEMENT AGREEMENT,
THE REIT AGREEMENT, THE SUBSCRIPTION AND LOCK-UP AGREEMENT AND THE LEASING
AGREEMENT CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTNERS AND SUPERSEDES ANY PRIOR UNDERSTANDING AND/OR
WRITTEN OR ORAL AGREEMENTS AMONG THEM WITH RESPECT TO THE PARTNERSHIP.
17.10
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT, OR THE
APPLICATION OF SUCH PROVISION TO ANY PERSON OR CIRCUMSTANCE, SHALL BE HELD
INVALID BY A COURT OF COMPETENT JURISDICTION, THE REMAINDER OF THIS AGREEMENT,
OR THE APPLICATION OF SUCH PROVISION TO PERSONS OR CIRCUMSTANCES OTHER THEN
THOSE TO WHICH IT IS HELD INVALID BY SUCH COURT, SHALL NOT BE AFFECTED THEREBY.
17.11
FURTHER ASSURANCES.
EACH OF THE PARTNERS SHALL HEREAFTER EXECUTE
AND DELIVER SUCH FURTHER INSTRUMENTS AND DO SUCH FURTHER ACTS AND THINGS AS MAY
BE REQUIRED OR USEFUL TO CARRY OUT THE INTENT AND PURPOSE OF THIS AGREEMENT AND
AS ARE NOT INCONSISTENT WITH THE TERMS HEREOF.
17.12
PARTNERSHIP SET-OFF RIGHTS.
THE PARTNERSHIP SHALL BE ENTITLED TO
SET OFF AGAINST ANY AMOUNTS WHICH MAY BE OR BECOME DUE TO A PARTNER FROM THE
PARTNERSHIP ANY OBLIGATIONS, FEES, EXPENSES OR OTHER AMOUNTS WHICH MAY BE
PAYABLE TO THE PARTNERSHIP BY SUCH PARTNER.
17.13
PREVAILING PARTY.
IF ANY PARTY TO THIS AGREEMENT SHALL COMMENCE ANY
ACTION AGAINST ANOTHER SUCH PARTY IN ORDER TO ENFORCE ANY PROVISION OF THIS
AGREEMENT, OR TO RECOVER DAMAGES AS THE RESULT OF THE BREACH OF ANY OF THE
PROVISIONS