Common use of Distribution of the Funds in the Escrow Account if the Minimum Offering Has Not Been Raised Clause in Contracts

Distribution of the Funds in the Escrow Account if the Minimum Offering Has Not Been Raised. If the Company has not raised the Minimum Offering on or prior to the Closing Date, the Transfer Agent shall provide the Escrow Agent the information needed to return the funds in the Escrow Account, together with any interest thereon, to each respective subscriber, and the Escrow Agent shall promptly (but in no event later than 30 business days following the Closing Date) create and dispatch checks and wires drawn on the Escrow Account to return the amount of the funds in the Escrow Account, together with their pro rata share of any interest thereon, without deduction, penalty or expense, to the respective subscribers, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the funds. Notwithstanding the foregoing, if applicable, if a subscriber has failed to remit an executed and valid Internal Revenue Service (“IRS”) Form W-9 to the Escrow Agent prior to the date the subscriber’s funds are to be returned, then the Escrow Agent shall remit an amount to the subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.

Distribution of the Funds in the Escrow Account if the Minimum Offering Has Not Been Raised. If the Company has not raised the Minimum Offering on or prior to the Closing Date, the Transfer Agent shall provide the Escrow Agent the information needed to return the funds in the Escrow Account, together with any interest thereon, to each respective subscriber, and the Escrow Agent shall promptly (but in no event later than 30 business days following the Closing Date) create and dispatch checks and wires drawn on the Escrow Account to return the amount of the funds in the Escrow Account, together with their pro rata share of any interest thereon, without deduction, penalty or expense, to the respective subscribers, and the Escrow Agent shall notify the Company and the Dealer Manager of its distribution of the funds. Notwithstanding the foregoing, if applicable, if a subscriber has failed to remit an executed and valid Internal Revenue Service (“IRS”) IRS Form W-9 to the Escrow Agent prior to the date the subscriber’s funds are to be returned, then the Escrow Agent shall remit an amount to the subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Company or any of its creditors.