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5.5 Negation of Partnership. None of the terms or provisions of this Agreement will be deemed to create a partnership between or among the parties in their respective businesses or otherwise, nor will it cause them to be considered joint venturers or members of any joint enterprise. No party will have the right to act as an agent for another patty, unless expressly authorized to do so herein or by separate written instrument signed by the party to be charged. 5.6 Limited Public Dedication. Nothing herein contained will be deemed to be a gift or dedication of any portion of the Emerald Property or Lakewood Property or of any parcel or portion thereof to the general public. Except as herein specifically provided, no right, privileges or hrnnunities of any party hereto will inure to the benefit of any third -party, nor will any third - patty be deemed to be a beneficiary of any of the provisions contained herein. 5.7 Excusable Delays. Whenever performance is required of any party hereunder, such party will use all due diligence to perform and take all necessary measure in good faith to perform; provided, however, that if completion of performance will be delayed at any time by reason of acts of God, war, civil commotion, riots, strikes, picketing or other labor disputes, unavailability of labor or materials, damage to work in progress by reason of fire or other casualty, or any cause beyond the reasonable control of such party, then the time for performance as herein specified will be appropriately extended by the amount of the delay actually so caused. The provisions of this section will not operate to excuse any party from the performance of any obligation due to lack of funds or from the prompt payment of any monies required by this Agreement. 5.8 Mitigation of Damages. In all situations arising out of this Agreement, all parties will attempt to avoid and mitigate the damages resulting fiom the conduct of any other party. Each party hereto will take all reasonable measures to effectuate the provisions of this Agreement. 5.9 Agreement Will Continue Notwithstanding Breach. It is expressly agreed that no breach of this Agreement will entitle any party to cancel, rescind, or otherwise terminate this Agreement. However, such limitation will not affect in any manner any other rights or remedies which a party may have hereunder by reason of any such breach. 5.10 Time. Time is of the essence of this Agreement. 5.11 No Waiver. The failure of any party to insist upon strict performance of any of the terms, covenants or conditions hereof will not be deemed a waiver of any rights or remedies which that party may have hereunder, at law or in equity and will not be deemed a waiver of any subsequent breach or default in any of such terms, covenants or conditions. 5.12 Consent by Mortgagees and Tenants. Emerald agrees to obtain the written consent to this Agreement by any mortgagee(s) holding a mortgage, deed of trust or similar security instrument with respect to the Emerald Property, and Lakewood agrees to obtain the written consent to this Agreement by any mortgagee(s) holding a mortgage, deed of trust or similar such security instrument with respect to the Lakewood Property. Each of Emerald and Lakewood represent and warrant to the other that it is not contractually or otherwise required to obtain the consent or approval by any tenant of its property to this Agreement or the easements granted herein, or if consent or approval by any such tenant is so required, that such party has obtained such consent or approval in writing. 7 Active 29774149v8 999900.944285