BE CHANGED BY A NOTICE IN WRITING GIVEN IN ACCORDANCE WITH THE
PROVISIONS HEREOF.
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12.3
SUCCESSORS.
THIS AGREEMENT AND ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF ALL
PARTNERS, AND THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS AND PERMITTED
ASSIGNS, EXCEPT AS EXPRESSLY HEREIN OTHERWISE PROVIDED.
12.4
LIABILITY OF LIMITED PARTNERS.
THE LIABILITY OF
THE LIMITED PARTNERS FOR THEIR OBLIGATIONS, COVENANTS
REPRESENTATIONS AND
WARRANTIES UNDER THIS AGREEMENT SHALL BE SEVERAL AND NOT JOINT.
12.5
EFFECT AND INTERPRETATION.
THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF
DELAWARE.
12.6
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.
12.7
PARTNERS NOT AGENTS.
NOTHING CONTAINED HEREIN
SHALL BE CONSTRUED TO CONSTITUTE ANY PARTNER THE AGENT OF ANOTHER PARTNER,
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, OR IN ANY MANNER TO LIMIT THE PARTNERS
IN THE CARRYING ON OF THEIR OWN RESPECTIVE BUSINESSES OR ACTIVITIES.
12.8
ENTIRE UNDERSTANDING; ETC.
THIS AGREEMENT AND
THE OTHER AGREEMENTS REFERENCED HEREIN OR THEREIN OR TO WHICH THE SIGNATORIES
HERETO OR THERETO ARE PARTIES CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING
AMONG THE PARTNERS AND SUPERSEDE ANY PRIOR UNDERSTANDINGS AND/OR WRITTEN OR ORAL
AGREEMENTS AMONG THEM RESPECTING THE SUBJECT MATTER WITHIN.
12.9
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 THAN THOSE TO WHICH IT IS HELD INVALID BY SUCH COURT, SHALL NOT BE
AFFECTED THEREBY.
12.10
TRUST PROVISION.
THIS AGREEMENT, TO THE EXTENT
EXECUTED BY THE TRUSTEE OF A TRUST, IS EXECUTED BY SUCH TRUSTEE SOLELY AS
TRUSTEE AND NOT IN A SEPARATE CAPACITY.
NOTHING HEREIN CONTAINED SHALL CREATE
ANY LIABILITY ON, OR REQUIRE THE PERFORMANCE OF ANY COVENANT BY, ANY SUCH
TRUSTEE INDIVIDUALLY, NOR SHALL ANYTHING CONTAINED HEREIN SUBJECT THE INDIVIDUAL
PROPERTY OF ANY TRUSTEE TO ANY LIABILITY.
12.11
PRONOUNS AND HEADINGS.
AS USED HEREIN, ALL PRONOUNS
SHALL INCLUDE THE MASCULINE, FEMININE AND NEUTER, AND ALL DEFINED TERMS SHALL
INCLUDE THE 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.
ANY REFERENCES IN THIS AGREEMENT TO "INCLUDING" SHALL BE
DEEMED TO MEAN "INCLUDING WITHOUT LIMITATION."
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12.12
ASSUMPTION OF LIABILITIES.
NOTHING CONTAINED IN THIS
AGREEMENT SHALL HAVE THE EFFECT OF TERMINATING, NEGATING OR MODIFYING IN ANY
RESPECT THE ASSUMPTION OF LIABILITIES BY THE PARTNERSHIP SET FORTH IN
SECTION 10.8 OF THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF
THE PARTNERSHIP DATED AS OF APRIL 21, 1994 AND THE PARTNERSHIP REAFFIRMS ITS
OBLIGATIONS THEREUNDER.
12.13
ASSURANCES.
EACH OF THE PARTNERS SHALL HEREAFTER
EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS (PROVIDED SUCH