Common use of Investors Clause in Contracts

Investors. Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND CORP.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may request, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided the Escrow Agent may disclose Investor information to the extent required to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or any of its representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expense.

Investors. Investors Persons subscribing to purchase the Securities will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) Manager or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB XXXXX FARGO BANK, N.A.NA, ESCROW AGENT FOR GLADSTONE LAND CORPXXXXXXXX XXXXXX – ARC SHOPPING CENTER REIT INC.” Any checks received made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Soliciting Dealer that soliciting dealer who submitted the check. If any subscription agreement By 12:00 p.m. (noon) the next business day after receipt of instruments of payment from the Offering, the Escrow Agent shall be furnished with a list of the Investors who have paid for the purchase Securities showing the name, address, tax identification number, amount of Securities solicited by a Soliciting Dealer is rejected by subscribed for, the Company, then the subscription agreement amount paid and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejectionwhether such Investors are Pennsylvania Investors. The Company information comprising the identity of Investors shall provide any necessary documentation be provided to the Escrow Agent in the format set forth in the “List of Investors” attached hereto as the Exhibit B. The Escrow Agent may request, shall be entitled to conclusively rely upon which it may rely, the list of Investors in determining whether Investors are Pennsylvania Investors and shall have no duty to enable independently determine or verify the Escrow Agent to return amounts to rejected subscriberssame. All Investor Funds deposited in the REIT Escrow Account Accounts shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the REIT Escrow Account Accounts and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 33 or Section 4 for Pennsylvania Investors. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunderAgent. The Company, the Dealer Manager and the Escrow Agent will treat all Investor information as confidential; provided the . The Escrow Agent may disclose Investor information to the extent shall not be required to a supervisory or governmental authority or a self-regulatory organization in accept any Investor Funds which are not accompanied by the course information on the List of any examination, inquiry, or audit of the Escrow Agent or any of its representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expenseInvestors.

Investors. In the event that one of more Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC or an Affiliated Business Entity (the “Dealer Manager”) or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price as defined in the form Financing Agreement) fails to purchase the number of checks (“instruments shares of payment”) payable Parent Common Stock as set forth in Schedule I of the Financing Agreement with respect to the order of, such Investor or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND CORP.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may request, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by notifies the Company or the Escrow AgentParent in writing that it does not intend to purchase such shares (such Investor a “Defaulting Investor”), then upon such failure to purchase or judgments or creditors’ claims against receipt of such notice, the CompanyDefaulting Investor shall forfeit all shares of Company Preferred Stock, until Company Common Stock and unless released all convertible securities of the Company held by such Defaulting Investor, including without limitation the Bridge Loan Notes, and any Merger Consideration to which it may be entitled to upon exchange thereof pursuant to the Company as hereinafter providedMerger Agreement. The Investors that are not Defaulting Investors shall have a right to purchase shares of Parent Common Stock equal to their Pro Rata Share (as defined below) of the shares not purchased by the Defaulting Investor(s) and upon such purchase by such Investors or an Affiliated Business Entity of such Investors (purchasing Investors or Affiliated Business Entities, the “Participating Investors”), the Defaulting Investor(s) shall be deemed to have transferred to each such Participating Investor a number of shares of Company understands Preferred Stock, Company Common Stock and/or Bridge Loan Notes held by such Defaulting Investor equal to such Participating Investor’s Pro Rata Share of such securities. Each Defaulting Investor shall assign for the benefit of and agrees shall surrender to the Participating Investors the stock certificates or Bridge Loan Notes being transferred hereunder provided that the failure to assign and transfer such stock certificates or Bridge Loan Notes shall not affect the transfer hereunder. After the date of such deemed transfer, the Company shall not treat the Participating Investors as the holder of the shares and Bridge Loan Notes so transferred. “Pro Rata Share” shall be entitled equal to (a) the total number of shares to be purchased by such Participating Investor, divided by (b) the total number of shares to be purchased by all Participating Investors, in each case as set forth on Schedule I to the Financing Agreement prior to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3. The Escrow Agent will not use the information provided to it transfer by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided the Escrow Agent may disclose Investor information to the extent required to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or any of its representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expenseDefaulting Investor.

Investors. Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) Manager or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (( “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND CORPPREFERRED APARTMENT COMMUNITIES, INC.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Dealer Manager or Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the Company, then the subscription agreement agreement, to the extent so received, and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company and Dealer Manager shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may requestAgent, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided if the Escrow Agent is compelled-in the absence of a protective order or other remedy-to disclose the Investor information, the Escrow Agent may without liability disclose the Investor information that is required but must exercise commercially reasonable efforts (at the sole expense of the Company) to preserve the extent required confidential treatment of the Investor Information. Despite the foregoing, however, nothing in this Agreement prohibits, prevents, or limits the Escrow Agent from disclosing any Investor information, without notice to or consent of the Company, if the disclosure is made to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or Company or any of its the Escrow Agent’s representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expensebusinesses.

Investors. Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) Issuer to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND CORPPROSPECT CAPITAL CORPORATION.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Soliciting Dealer subscriber or the Issuer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the CompanyIssuer, then upon the subscription agreement and Escrow Agent’s receipt of written notice from the Issuer of such rejection, the check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company Issuer shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may requestAgent, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company Issuer or the Escrow Agent, or judgments or creditors’ claims against the CompanyIssuer, until and unless released to the Company Issuer as hereinafter provided. The Company Issuer understands and agrees that the Company Issuer shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the CompanyIssuer, or any other entity except as released to the Company Issuer pursuant to Section 3. The Escrow Agent will not use the information provided to it by the Company Issuer for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided if the Escrow Agent is compelled—in the absence of a protective order or other remedy—to disclose the Investor information, the Escrow Agent may without liability disclose the Investor information that is required but must exercise commercially reasonable efforts (at the sole expense of the Issuer) to preserve the extent required confidential treatment of the Investor Information. Despite the foregoing, however, nothing in this Agreement prohibits, prevents, or limits the Escrow Agent from disclosing any Investor information, without notice to or consent of the Issuer, if the disclosure is made to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or Issuer or any of its the Escrow Agent’s representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expensebusinesses.

Investors. Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND COMMERCIAL CORP.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may request, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided the Escrow Agent may disclose Investor information to the extent required to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or any of its representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expense.

Investors. In many states, there has been no authoritative judicial determination as to whether the limitation of liability would be honored. However, regardless of the local treatment of LLC's, the Fund believes, although it can not guarantee, that the Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND CORP.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may request, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges personal liability and that with regard to the operation of a Fund itself, the limitation of Investors' liability under Delaware law will govern. Investors should be aware, however, that notwithstanding anything contained herein regarding Investor liability, Investors maybe required to return distributions made to them by the Company Fund if, within a certain period of time after such distribution the Fund becomes insolvent. BY SIGNING THE SUBSCRIPTION AGREEMENT (EITHER IN PERSON OR BY THEIR REPRESENTATIVES) AND ENGAGING TO PAY THE PRICE OF SHARES, AN INVESTOR BECOMES BOUND BY THE PROVISIONS OF HIS OR HER FUND'S LLC AGREEMENT AT THE TIME HIS OR HER SUBSCRIPTION IS ACCEPTED BY THE FUND, EVEN THOUGH HE OR SHE DOES NOT SIGN THE LLC AGREEMENT. OTHER INFORMATION General The Fund undertakes to make available to each prospective Investor or the Escrow Agenthis purchaser representative, or judgments both, during the course of the transaction and prior to sale, the opportunity to ask questions of and receive answers from the Fund or creditors’ claims against the Company, until and unless released any person acting on its behalf relating to the Company as hereinafter providedterms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of information made available to such purchaser. Prospective Investors may only rely on information provided to them in writing and signed by the Fund. Prior to making an investment decision respecting the securities described herein, a prospective Investor should carefully review and consider this entire Memorandum and the exhibits thereto including without limitation the LLC Agreement. Prospective Investors are urged to make arrangements with the Fund to inspect any books, records, contracts, or instruments referred to in this Memorandum and other data relating thereto. The Company understands and agrees that the Company shall not be entitled Fund is available to discuss with prospective Investors any Investor Funds on deposit matter set forth in the Escrow Account and no such funds shall become the property of the Company, this Memorandum or any other entity except as released matter relating to the Company pursuant to Section 3. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided the Escrow Agent may disclose Investor information to the extent required to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or any of its representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure requestsecurities described herein, so that the Company Investors and their advisors, if any, may seek an appropriate protective order or other remedyhave available to them all information, at its sole expensefinancial and otherwise, necessary to formulate a well-informed investment decision.

Investors. Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR THE GLADSTONE LAND CORPCOMPANIES, INC.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may request, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section 3. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided the Escrow Agent may disclose Investor information to the extent required to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or any of its representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expense.

Investors. Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) Manager or any soliciting dealers retained by the Dealer Manager (the “Soliciting Dealers”) to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND CORPPROSPECT CAPITAL CORPORATION.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Dealer Manager or Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Securities solicited by a Soliciting Dealer is rejected by the CompanyIssuer, then upon the subscription agreement and Escrow Agent’s receipt of written notice from the Issuer or Dealer Manager of such rejection, the check for the purchase of Securities will be returned to the rejected subscriber within ten business days from the date of rejection. The Company Issuer and Dealer Manager shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may requestAgent, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company Issuer or the Escrow Agent, or judgments or creditors’ claims against the CompanyIssuer, until and unless released to the Company Issuer as hereinafter provided. The Company Issuer understands and agrees that the Company Issuer shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the CompanyIssuer, or any other entity except as released to the Company Issuer pursuant to Section 3. The Escrow Agent will not use the information provided to it by the Company Issuer for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential; provided if the Escrow Agent is compelled—in the absence of a protective order or other remedy—to disclose the Investor information, the Escrow Agent may without liability disclose the Investor information that is required but must exercise commercially reasonable efforts (at the sole expense of the Issuer) to preserve the extent required confidential treatment of the Investor Information. Despite the foregoing, however, nothing in this Agreement prohibits, prevents, or limits the Escrow Agent from disclosing any Investor information, without notice to or consent of the Issuer, if the disclosure is made to a supervisory or governmental authority or a self-regulatory organization in the course of any examination, inquiry, or audit of the Escrow Agent or Issuer or any of its the Escrow Agent’s representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expensebusinesses.

Investors. Investors will be instructed by the dealer manager for the Offering, Gladstone Securities, LLC (the “Dealer Manager”) Manager or any soliciting dealers retained by the Dealer Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR GLADSTONE LAND CORPXXXXXXXX XXXXXX - ARC GROCERY CENTER REIT II, INC.” Any checks made payable to a party other than the Escrow Agent shall be sent to the Company or returned to the Dealer Manager or Soliciting Dealer that submitted the check. If any By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase, the amount paid and whether such Investors are Pennsylvania Investors, Washington Investors or Ohio Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Pennsylvania Investors, Washington Investors or Ohio Investors, and shall have no duty to independently determine or verify the same. When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Securities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection. The Company shall provide any necessary documentation to the Escrow Agent as the Escrow Agent may request, upon which it may rely, to enable the Escrow Agent to return amounts to rejected subscribers. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Section Sections 3, 4, 5 or 6 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential; provided the . The Escrow Agent may disclose Investor information to the extent shall not be required to a supervisory or governmental authority or a self-regulatory organization in accept any Investor Funds which are not accompanied by the course information on the List of any examination, inquiry, or audit of the Escrow Agent or any of its representatives or businesses or as otherwise required by law; provided further, the Escrow Agent shall, to the extent permitted by law, promptly notify the Company of the existence, terms and circumstances surrounding such disclosure request, so that the Company may seek an appropriate protective order or other remedy, at its sole expenseInvestors.