delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: General Counsel; and, if to the Selling Stockholders, shall be delivered or sent by mail or facsimile transmission to (a) if to Cerberus, c/o Cerberus Capital Management, L.P., 875 Third Avenue, 11th Floor, New York, New York 10022 (fax: (212) 755-3009), Attention: Lenard Tessler and Alex Benjamin, Esq.; (b) if to Jubilee, c/o Jubilee Limited Partnership, 4300 E. Fifth Ave., Columbus, Ohio 43219, Attention: Ben Kraner and Tod H. Friedman, Esq.; (c) if to Klaff Realty, c/o Klaff Realty, L.P., 35 E. Wacker Drive, Suite 2900, Chicago, Illinois 60601 (fax: (312) 360-0606), Attention: Hersch M. Klaff; (d) if to Lubert-Adler Partners, c/o Lubert-Adler Partners, The FMC Tower, 2929 Walnut Street, Suite 1530, Philadelphia, PA 19104, Attention: Dean Adler and R. Eric Emrich; (e) if to Kimco Realty Corp., c/o Kimco Realty Corporation, 3333 New Hyde Park Road, Suite 100, New Hyde Park, New York 10042 (fax: (516) 869-7201), Attention: Raymond Edwards and Bruce Rubenstein and (f) if to Colony Capital, c/o Colony Capital, Inc., 590 Madison Avenue, 34th Floor, New York, NY 10022 (fax: (212) 547-2701), Attention: David Schwarz; provided, however, that any notice to an Underwriter pursuant to Section 10(h) hereof shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters Questionnaire, which address will be supplied to the Company and the Selling Stockholders by you upon request; provided, however, that notices under Section 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission to you as the Representatives at (1) BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Syndicate Department, with a copy to ECM Legal, (2) Goldman Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Control Room, (3) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358), Attention: Equity Syndicate Desk, ECM Legal and (4) Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 (fax: (646)-291-1469), Attention: General Counsel. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Stockholders, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
15. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the affiliates of each Underwriter, the Company, each Selling Stockholder and, to the extent provided in Sections 10 and 12 hereof, the respective officers and directors of the Company, the Selling Stockholders and each person who controls the Company, any of the Selling Stockholders or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
16. Time shall be of the essence of this Agreement. As used herein, the term business day shall mean any day when the Commissions office in Washington, D.C. is open for business.
17. The Company and each Selling Stockholder acknowledges and agrees that (a) the purchase and sale of the Shares pursuant to this Agreement is an arms-length commercial transaction between the Company and the several Selling Stockholders, on the one hand, and the Representatives and the other Underwriters, on the other hand, (b) in connection therewith and with the process leading to such transaction each Representative and other Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any of the Selling Stockholders, (c) no Representatives or Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or any of the Selling Stockholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such