Common use of SECURITY ADVICE WAIVER LANGUAGE Clause in Contracts

SECURITY ADVICE WAIVER LANGUAGE. The Company and the Dealer Manager acknowledge that, in accordance with regulations of the Comptroller of the Currency, the Company and the Dealers (including the Dealer Manager) have the right to receive brokerage confirmations of security transactions as they occur. The Company and the Dealers specifically waive such notification to the extent permitted by law and acknowledge that the Company and Dealers will receive periodic cash transaction statements, which will detail all investment transactions. “The undersigned acknowledges that Century Bank and Trust is acting only as an escrow agent in connection with the Offering of the Shares described herein, and has not endorsed, recommended or guaranteed the purchase, value or repayment of such Shares.” The Parties hereto have executed this Agreement by their duly authorized representatives as of the date set forth above. ▇▇▇▇▇ Retail Centers, Inc. Century Bank and Trust, as Escrow Agent By: By: Escrow Agent Date: Date: __________________, 2009 Freedom Investors Corp. By: Name: Date: The acceptance fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. This is a one-time fee, payable at closing, of $_________. Century Bank and Trust reserves the right to refer any or all escrow documents for legal review before execution. Legal fees (billed on an hourly basis) and expenses for this service will be billed to, and paid by, the customer. If appropriate and upon request by the customer, Century Bank and Trust will provide advance estimates of these legal fees. For the performance of the routine duties associated with escrow tranche disbursements the escrow agent shall charge $________ per tranche disbursement. Escrow disbursement fees are payable in advance. Reimbursement of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after the initial close, travel expenses and filing fees. Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer ▇▇▇▇▇ Retail Centers, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In connection with the offer and proposed sale to the public by ▇▇▇▇▇ Retail Centers, Inc. (“Company”), a Delaware corporation, of up to 3,000,000 Shares (“Offering”), the undersigned prospective investor (the “Investor”) and the Company hereby agree as follows:

SECURITY ADVICE WAIVER LANGUAGE. The Company and the Dealer Manager acknowledge that, in accordance with regulations of the Comptroller of the Currency, the Company and the Dealers (including the Dealer Manager) have the right to receive brokerage confirmations of security transactions as they occur. The Company and the Dealers specifically waive such notification to the extent permitted by law and acknowledge that the Company and Dealers will receive periodic cash transaction statements, which will detail all investment transactions. “The undersigned acknowledges that Century Bank and Trust is acting only as an escrow agent in connection with the Offering of the Shares described herein, and has not endorsed, recommended or guaranteed the purchase, value or repayment of such Shares.” The Parties hereto have executed this Agreement by their duly authorized representatives as of the date set forth above. ▇▇▇▇▇ Retail Centers, Inc. Century Bank and Trust, as Escrow Agent By: __________________________ By: __________________________ Escrow Agent Date: _________________________ Date: __________________, 2009 Freedom Investors Corp. By: ______________________________ Name: _______________________ Date: _________________________ The acceptance fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. This is a one-time fee, payable at closing, of $_________. Century Bank and Trust reserves the right to refer any or all escrow documents for legal review before execution. Legal fees (billed on an hourly basis) and expenses for this service will be billed to, and paid by, the customer. If appropriate and upon request by the customer, Century Bank and Trust will provide advance estimates of these legal fees. For the performance of the routine duties associated with escrow tranche disbursements the escrow agent shall charge $________ per tranche disbursement. Escrow disbursement fees are payable in advance. Reimbursement of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after the initial close, travel expenses and filing fees. Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer ▇▇▇▇▇ Retail Centers, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ In connection with the offer and proposed sale to the public by ▇▇▇▇▇ Retail Centers, Inc. (“Company”), a Delaware corporation, of up to 3,000,000 Shares (“Offering”), the undersigned prospective investor (the “Investor”) and the Company hereby agree as follows: