Purchasers may have interests that differ from those of the Company and the Operating Partnership. The Company and the Operating Partnership each waive to the full extent permitted by applicable law any claims each may have against any of the Managers and the Forward Purchasers arising from an alleged breach of fiduciary duty in connection with the sale and distribution of the Shares.
(c) This Agreement shall inure to the benefit of and be binding upon the Managers, the Forward Purchasers, the Company, the Operating Partnership and their respective successors and the officers, directors, employees, agents, affiliates and controlling persons referred to in Section 8 hereof. The parties hereby agree that Merrill Lynch, Pierce, Fenner & Smith Incorporated may, without notice to the Company or the Operating Partnership, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Merrill Lynch, Pierce, Fenner & Smith Incorporateds investment banking or related business may be transferred following the date of this Agreement.
12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
13. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
15. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Managers shall be delivered, mailed or sent to Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036 (Attn: Equity Syndicate Desk), with a copy to Legal Department at the same address; Barclays Capital Inc., 745 7th Avenue, New York, NY 10019 (Attn: Syndicate Registration); Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282 (Attn: Registration Department); Stephanie Little, J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Facsimile: 312 ###-###-####, with a copy to Brett Chalmers at the same address; Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, NY 10036 (Attn: Christine Roemer), Facsimile: (646) 855-3073, with a copy to ECM Legal (Facsimile: (212) 230-8730); Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716 Attention: Corporate & Executive Services (Facsimile: 866 ###-###-####); and Wells Fargo Securities, LLC, 375 Park Avenue, New York, NY 10152, Attention: Equity Syndicate Department (Facsimile: 212 ###-###-####); if to the Forward Purchasers shall be delivered, mailed or sent to Bank of America, N.A., c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, NY 10036, Facsimile: (646) 855-3073, with a copy to ECM Legal (Facsimile: (212) 230-8730); Barclays Bank PLC, c/o Barclays Capital Inc., 745 7th Avenue, New York, NY 10019 (Attn: Syndicate Registration); Goldman Sachs & Co. LLC, 200 West Street, New York,