Common use of Proceeds to be Escrowed Clause in Contracts

Proceeds to be Escrowed. On or before the first date of the Offering, the Company shall establish an escrow account with the Escrow Agent to be invested in accordance with Section 9 hereof entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS FOR COMMON STOCK OF AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”). All funds received from subscribers of Securities (“Investors”, which term shall also include Pennsylvania Investors, Tennessee Investors, Ohio Investors and Alabama Investors unless the context otherwise requires) in payment for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested as stated herein. During the term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it in payment for the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Proceeds received from Pennsylvania Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Pennsylvania Investors for American Realty Capital - Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Pennsylvania Escrow Account”), until such Pennsylvania Escrow Account has closed pursuant to Section 4. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Pennsylvania Investors in the Pennsylvania Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Tennessee Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Tennessee Investors for American Realty Capital - Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Tennessee Escrow Account”), until such Tennessee Escrow Account has closed pursuant to Section 5. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Tennessee Investors in the Tennessee Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Ohio Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Ohio Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Ohio Escrow Account”) until such Ohio Escrow Account has closed pursuant to Section 6. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Ohio Investors in the Ohio Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Alabama Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Alabama Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Alabama Escrow Account, ” and together with the Escrow Account, the Pennsylvania Escrow Account, the Tennessee Escrow Account and the Ohio Escrow Account, collectively “ARC RCA Escrow Accounts”), until such Alabama Escrow Account has closed pursuant to Section 7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Alabama Investors in the Alabama Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. The Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited in the ARC RCA Escrow Accounts are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.

Proceeds to be Escrowed. On or before the first date of the OfferingOffering Document is declared qualified by the Securities and Exchange Commission (the “SEC”), the Company shall establish an escrow account with the Escrow Agent to be invested in accordance with Section 9 7 hereof entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS FOR COMMON STOCK IN 7% UNSECURED BONDS OF AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICAGK INVESTMENT HOLDINGS, INC.LLC” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”). All checks, wire transfers and other funds received from subscribers of Securities (“Investors”, which term shall also include Pennsylvania Investors, Tennessee Investors, Ohio Investors and Alabama Investors unless the context otherwise requires) in payment for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested as stated herein. Upon receipt of Investor Funds, the duties and obligations of each of the parties to this Agreement will commence. During the term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it in for payment for the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Proceeds received from Pennsylvania Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Pennsylvania Investors for American Realty Capital - Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Pennsylvania Escrow Account”), until such Pennsylvania Escrow Account has closed pursuant to Section 4. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Pennsylvania Investors in the Pennsylvania Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Tennessee Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Tennessee Investors for American Realty Capital - Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Tennessee Escrow Account”), until such Tennessee Escrow Account has closed pursuant to Section 5. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Tennessee Investors in the Tennessee Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Ohio Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Ohio Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Ohio Escrow Account”) until such Ohio Escrow Account has closed pursuant to Section 6. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Ohio Investors in the Ohio Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Alabama Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Alabama Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Alabama Escrow Account, ” and together with the Escrow Account, the Pennsylvania Escrow Account, the Tennessee Escrow Account and the Ohio Escrow Account, collectively “ARC RCA Escrow Accounts”), until such Alabama Escrow Account has closed pursuant to Section 7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Alabama Investors in the Alabama Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. The Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited in the ARC RCA Escrow Accounts Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.

Proceeds to be Escrowed. On or before the first date of the Offering, the Company shall establish an escrow account with the Escrow Agent to be invested in accordance with Section 9 7 hereof entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS FOR COMMON STOCK OF AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICAHEALTHCARE TRUST, INC.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”). All funds received from subscribers of Securities (“Investors”, which term shall also include Pennsylvania Investors, Tennessee Investors, Ohio Investors and Alabama Tennessee Investors unless the context otherwise requires) in payment for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested as stated herein. During the term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it in payment for the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Proceeds received from Pennsylvania Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Pennsylvania Investors for American Realty Capital - Retail Centers of AmericaHealthcare Trust, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Pennsylvania Escrow Account”), until such Pennsylvania Escrow Account has closed pursuant to Section 44 . The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Pennsylvania Investors in the Pennsylvania Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Tennessee Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Tennessee Investors for American Realty Capital - Retail Centers of AmericaHealthcare Trust, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Tennessee Escrow Account,” and together with the Escrow Account and the Pennsylvania Escrow Account, the “ARC Escrow Accounts”), until such Tennessee Escrow Account has closed pursuant to Section 55 . The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Tennessee Investors in the Tennessee Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Ohio Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Ohio Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Ohio Escrow Account”) until such Ohio Escrow Account has closed pursuant to Section 6. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Ohio Investors in the Ohio Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Alabama Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Alabama Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Alabama Escrow Account, ” and together with the Escrow Account, the Pennsylvania Escrow Account, the Tennessee Escrow Account and the Ohio Escrow Account, collectively “ARC RCA Escrow Accounts”), until such Alabama Escrow Account has closed pursuant to Section 7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Alabama Investors in the Alabama Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. The Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited in the ARC RCA Escrow Accounts are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.

Proceeds to be Escrowed. On or before the first date of the Offering, the Company shall establish an escrow account with the Escrow Agent to be invested in accordance with Section 9 7 hereof entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS FOR COMMON STOCK OF AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICAHEALTHCARE TRUST, INC.” (including such abbreviations as are required for the Escrow Agent’s systems) (the ““ Escrow AccountAccount ”). All funds received from subscribers of Securities (“Investors“ Investors ”, which term shall also include Pennsylvania Investors, Tennessee Investors, Ohio Investors and Alabama Tennessee Investors unless the context otherwise requires) in payment for the Securities (““ Investor FundsFunds ”) will be delivered to the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested as stated herein. During the term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it in payment for the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Proceeds received from Pennsylvania Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Pennsylvania Investors for American Realty Capital - Retail Centers of AmericaHealthcare Trust, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the ““ Pennsylvania Escrow AccountAccount ”), until such Pennsylvania Escrow Account has closed pursuant to Section 44 . The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Pennsylvania Investors in the Pennsylvania Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Tennessee Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Tennessee Investors for American Realty Capital - Retail Centers of AmericaHealthcare Trust, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the ““ Tennessee Escrow Account, ” and together with the Escrow Account and the Pennsylvania Escrow Account, the “ ARC Escrow Accounts ”), until such Tennessee Escrow Account has closed pursuant to Section 55 . The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Tennessee Investors in the Tennessee Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Ohio Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Ohio Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Ohio Escrow Account”) until such Ohio Escrow Account has closed pursuant to Section 6. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Ohio Investors in the Ohio Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Alabama Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Alabama Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Alabama Escrow Account, ” and together with the Escrow Account, the Pennsylvania Escrow Account, the Tennessee Escrow Account and the Ohio Escrow Account, collectively “ARC RCA Escrow Accounts”), until such Alabama Escrow Account has closed pursuant to Section 7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Alabama Investors in the Alabama Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. The Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited in the ARC RCA Escrow Accounts are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.

Proceeds to be Escrowed. On or before the first date of the Offering, the Company shall establish an escrow account with the Escrow Agent to be invested in accordance with Section 9 hereof entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS FOR COMMON STOCK OF AMERICAN REALTY CAPITAL - RETAIL CENTERS BUSINESS DEVELOPMENT CORPORATION OF AMERICA, INC.” AMERICA (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”). All funds received from subscribers of Securities (“Investors”Investors , which term shall also include Pennsylvania Ohio Investors, Nebraska Investors, Tennessee Investors, Ohio Investors and Alabama Texas Investors unless the context otherwise requires) in payment for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested as stated herein. During the term of this Escrow Agreement, the Company or its agents shall cause all checks received by and made payable to it in payment for the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Proceeds received from Pennsylvania Ohio Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Pennsylvania Investors for American Realty Capital - Retail Centers of America, Inc.ESCROW ACCOUNT FOR THE BENEFIT OF OHIO INVESTORS FOR COMMON STOCK OF BUSINESS DEVELOPMENT CORPORATION OF AMERICA” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Pennsylvania Ohio Escrow Account”), until such Pennsylvania Ohio Escrow Account has closed pursuant to Section 4. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Pennsylvania Ohio Investors in the Pennsylvania Ohio Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Nebraska Investors shall be accounted for separately in a subaccount entitled “ESCROW ACCOUNT FOR THE BENEFIT OF NEBRASKA INVESTORS FOR COMMON STOCK OF BUSINESS DEVELOPMENT CORPORATION OF AMERICA” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Nebraska Escrow Account”), until such Nebraska Escrow Account has closed pursuant to Section 5. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Nebraska Investors in the Nebraska Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Tennessee Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Tennessee Investors for American Realty Capital - Retail Centers of America, Inc.ESCROW ACCOUNT FOR THE BENEFIT OF TENNESSEE INVESTORS FOR COMMON STOCK OF BUSINESS DEVELOPMENT CORPORATION OF AMERICA” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Tennessee Escrow Account”), until such Tennessee Escrow Account has closed pursuant to Section 56. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Tennessee Investors in the Tennessee Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Ohio Texas Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Ohio Investors for American Realty Capital – Retail Centers of America, Inc.ESCROW ACCOUNT FOR THE BENEFIT OF TEXAS INVESTORS FOR COMMON STOCK OF BUSINESS DEVELOPMENT CORPORATION OF AMERICA” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Ohio Escrow Account”) until such Ohio Escrow Account has closed pursuant to Section 6. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Ohio Investors in the Ohio Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Alabama Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Alabama Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Alabama Texas Escrow Account, ” and together with the Escrow Account, the Pennsylvania Ohio Escrow Account, the Tennessee Nebraska Escrow Account and the Ohio Tennessee Escrow Account, collectively the “ARC RCA Escrow Accounts”), until such Alabama Texas Escrow Account has closed pursuant to Section 7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Alabama Texas Investors in the Alabama Texas Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. The Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited in the ARC RCA Escrow Accounts are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.

Proceeds to be Escrowed. On or before the first date of the OfferingIssuer begins selling the Securities, the Company Issuer shall establish an escrow account with the Escrow Agent to be invested in accordance with Section 9 hereof 7 entitled “ESCROW ACCOUNT FOR THE BENEFIT OF INVESTORS FOR COMMON OF AA1/MM1 PREFERRED STOCK OF AMERICAN REALTY PROSPECT CAPITAL - RETAIL CENTERS OF AMERICA, INC.CORPORATION” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”) with two separate subaccounts (an “AA1 Subaccount” and a “MM1 Subaccount”). All checks, wire transfers and other funds received from subscribers of Securities via “Direct Registration Settlement” (as described in the Offering Document) (“Investors”, which term shall also include Pennsylvania Investors, Tennessee Investors, Ohio Investors and Alabama Investors unless the context otherwise requires) in payment for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company Issuer or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent. Upon receipt of any such Investor Funds, the Issuer shall direct the Escrow Agent and invested as stated hereinin writing whether such funds shall be deposited into the AA1 Subaccount or the MM1 Subaccount. In the absence of the receipt of such written direction, the Escrow Agent shall have no obligation to determine whether such Investor Funds shall be deposited into the AA1 Subaccount or the MM1 Subaccount. During the term of this Agreement, the Company Issuer or its agents shall cause all checks received by and made payable to it in for payment for the Securities to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Proceeds received from Pennsylvania Investors The initial escrow period shall be accounted for separately in a subaccount entitled “commence upon the effectiveness of this Agreement and shall continue until the Termination Date (as defined herein). The Escrow Account for the Benefit of Pennsylvania Investors for American Realty Capital - Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Pennsylvania Escrow Account”), until such Pennsylvania Escrow Account has closed pursuant to Section 4. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Pennsylvania Investors in the Pennsylvania Escrow Account, and the Escrow Agent shall not be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Tennessee Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Tennessee Investors for American Realty Capital - Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Tennessee Escrow Account”), until such Tennessee Escrow Account has closed pursuant to Section 5. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Tennessee Investors in the Tennessee Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Ohio Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Ohio Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Ohio Escrow Account”) until such Ohio Escrow Account has closed pursuant to Section 6. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Ohio Investors in the Ohio Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard. Proceeds received from Alabama Investors shall be accounted for separately in a subaccount entitled “Escrow Account for the Benefit of Alabama Investors for American Realty Capital – Retail Centers of America, Inc.” (including such abbreviations as are required for the Escrow Agent’s systems) (the “Alabama Escrow Account, ” and together with the Escrow Account, the Pennsylvania Escrow Account, the Tennessee Escrow Account and the Ohio Escrow Account, collectively “ARC RCA Escrow Accounts”), until such Alabama Escrow Account has closed pursuant to Section 7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Alabama Investors in the Alabama Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regardan interest-bearing account. The Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited in the ARC RCA Escrow Accounts Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Company Issuer shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.