Common use of Indemnification Clause in Contracts

Indemnification. In the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.

Indemnification. In Each Borrower and PMI jointly and severally agree to indemnify and hold harmless the event that GS, the Manager, the Fund, or any Facility Agent and each Lender and each of their respective partnersaffiliates, control persons, directors, officers, directorsemployees, managersattorneys and agents (each, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representationand all claims, breach of warrantydamages, or breach or failure by you to comply with any covenant or agreement made by you herein losses, liabilities and expenses (including, without limitation, your irrevocable agreement to fund your subscription amount in full reasonable fees and disbursements of counsel) which may be incurred by the settlement due date) or in any other document furnished by you to asserted against any Indemnified Party Party, in each case in connection with this transactionor arising out of, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information the preparation for or to otherwise comply with the provisions of paragraph 6 above. If for defense of, any reason the foregoing indemnification is unavailable investigation, litigation, or proceeding (i) related to any Indemnified Partytransaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or is insufficient to hold it harmlessindirectly, then you will contribute to the amount paid by any Borrower, whether or payable by not such Indemnified Party as is a result party to such transaction or (ii) related to any Borrower’s or PMI’s entering into this Agreement, or to any actions or omissions of any Borrower or PMI, any of their respective Subsidiaries or affiliates or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an Indemnified Party is a party thereto and whether or not such investigation, litigation or proceeding is brought by PMI or any Borrower or any other Person; provided, however, that neither any Borrower nor PMI shall be required to indemnify any such Indemnified Party from or against any portion of such lossclaims, claimdamages, damage losses, liabilities or liability expenses that is found in such proportion as is appropriate to reflect not only the relative benefits received a final, non-appealable judgment by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party. Your reimbursementNo party to this Agreement shall be liable for any special, indemnity and contribution obligations under indirect, consequential or punitive damages in connection with the Revolving Credit Facility; provided that nothing in this paragraph 11 and paragraph 12 will be in addition to last sentence shall relieve PMI or any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit Borrower of any successorsobligation it may have to indemnify an Indemnified Party against special, assignsindirect, heirs and personal representatives of the consequential or punitive damages asserted against such Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundParty by a third party.

Indemnification. In the event that GS(a) The Company agrees to indemnify and hold harmless Purchaser, the Managerits Affiliates, the Fundand each Person, if any, who controls Purchaser, or any of their its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, officers, directors, managers, shareholders, agents, representativesemployees, officers and affiliatesDirectors of Purchaser, or their Affiliates and any heirs, legal representatives, successors, and assigns of the foregoing such Controlling Person (each an “"Indemnified Party” ") and collectively collectively, the “"Indemnified Parties”) become involved in any capacity in any action"), proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representationand all losses, breach of warrantyclaims, or breach or failure by you to comply with any covenant or agreement made by you herein damages, liabilities and expenses (including, without limitationlimitation and as incurred, your irrevocable agreement reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party thereto, provided that the Company shall not be obligated to fund your subscription amount in full by the settlement due date) or in any other document furnished by you advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay to the Company the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such Indemnified Party in connection with this transactionany investigative, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any lossesadministrative or judicial proceeding brought or threatened that relates to or arises out of, claims, damages or liabilities to which any of them may become subject is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that the Company will not be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of a court of competent jurisdiction to result from such matter Indemnified Party's gross negligence, willful misconduct or bad faith. (b) If any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and the Company, at its option, may, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The failure to so notify the Company shall not affect any obligations the Company may have to such Indemnified Party under this Agreement or otherwise unless the Company is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Company has failed to assume the defense and employ counsel or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in which case, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, provided, however, that the Company shall not, in connection with your failure any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to provide true any local counsel, which counsel shall be designated by Purchaser. The Company shall not be liable for any settlement of any such action effected without the written consent of the Company (which shall not be unreasonably withheld) and correct information the Company agrees to indemnify and hold harmless each Indemnified Party from and against any loss or to otherwise comply liability by reason of settlement of any action effected with the provisions consent of paragraph 6 abovethe Company. In addition, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability arising out of such action, claim, suit or proceeding. (c) If for any reason the foregoing indemnification indemnity is unavailable (otherwise than pursuant to any the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, or is insufficient to hold it harmless, then you will the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such lossclaims, claimliabilities, damage losses, damages, or liability expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by Purchaser on the other from the transactions contemplated by this Agreement or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by you the Company on the one hand and the Indemnified Party Purchaser on the other other, but also the relative fault of you the Company and Purchaser as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 13.3, the aggregate contribution of all Indemnified Parties shall not exceed the amount of interest and fees actually received by Purchaser pursuant to this Agreement. It is hereby further agreed that the relative benefits to the Company on the one hand and Purchaser on the other with respect to the transactions contemplated hereby shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact related to information supplied by the Company or by Purchaser and the Indemnified Party upon parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the finding meaning of a court Section 11(f) of competent jurisdiction. Your reimbursementthe Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (d) The indemnification, indemnity contribution and contribution expense reimbursement obligations under set forth in this paragraph 11 and paragraph 12 will Section 13.3 (i) shall be in addition to any liability that you the Company may otherwise have, will extend upon have to any Indemnified Party at common law or otherwise; (ii) shall survive the same terms termination of this Agreement and conditions to the partners, employees, officers other Transaction Agreements and controlling persons the payment in full of the Indemnified Parties, will be binding upon Convertible Debentures and inure to the benefit (iii) shall remain operative and in full force and effect regardless of any successors, assigns, heirs and personal representatives investigation made by or on behalf of the Purchaser or any other Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundParty.

Indemnification. In 7.1 To the event that GSfullest extent permitted by law, the ManagerCompany agrees to indemnify and hold harmless on an after tax basis the Dealer, the Fund, or any of its Affiliates and their respective partnersdirectors, officers, directorsemployees, managers, shareholders, agents, representativesagents and controlling persons (Dealer and each such person being an "Indemnified Party") from and against, and affiliateshereby agrees that an Indemnified Party shall have no liability to the Company or its owners, associated companies, security holders or creditors for, any heirsand all losses, legal representativesclaims, successorsdamages, and assigns of the foregoing charges, tax or liabilities (each an “or actions in respect thereof), whether joint or several, to which such Indemnified Party” and collectively the “Indemnified Parties”) Party may become involved in any capacity in any actionsubject, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transactionAgreement, you will reimburse including without limitation, under chapter 4 of part 18 of the Act, or any claim, litigation, investigation or proceeding relating thereto ("Losses"), regardless of whether any of such Indemnified Party is a party thereto, except to the extent that any such Losses have been finally judicially determined by a Court of competent jurisdiction to have resulted from fraud, gross negligence or willful default on demand the part of such Indemnified Parties Party, and to reimburse, within 30 days of a written request, each such Indemnified Party for their any reasonable legal and or other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against with investigating, preparation for, providing evidence for or defending any lossesclaim, claimsaction, damages proceeding, investigation or liabilities judgement to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 abovethis indemnity relates. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, Party or is insufficient to hold it harmlessharmless any Indemnified Party, then you will contribute the Company shall contribute, to the maximum extent permitted by law, to the amount paid or payable by such the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only liability. 7.2 To the relative benefits received fullest extent permitted by you on law, the one hand and the Company will reimburse any Indemnified Party on for all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to the other but also Company) in connection with the relative fault investigation of, preparation for or defense or settlement of you and the any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party upon is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the finding Company, as applicable. 7.3 If the performance by the Dealer of a court any of competent jurisdiction. Your reimbursement, indemnity and contribution its obligations under this paragraph 11 Agreement represents for VAT purposes the making by the Dealer of any supply of goods or services to the Company that is taxable at a positive rate (other than where the reverse charge applies), the Company will pay to the Dealer, in addition to the amounts otherwise payable by the Company to the Dealer pursuant to this Agreement, an amount equal to the VAT chargeable on the supply on receipt of a valid VAT invoice. 7.4 Where a sum is payable (or reimbursed) to the Dealer in respect of any fees, costs or expenses paid or incurred by the Dealer and paragraph 12 will be those fees, costs or expenses include an amount of VAT incurred by the Dealer, the Company shall pay to the Dealer the amount of VAT in addition to any liability that you may otherwise havenet fee, will extend upon cost or expense, provided the same terms and conditions Dealer is not entitled to credit the VAT incurred as input tax. 7.5 If in respect of a payment under this Agreement the Company is obliged to make any deduction or withholding on account of any tax of any nature, the amount payable shall be grossed up to the partnersextent necessary to ensure that, employeesafter such deduction or withholding, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundamount received remains unchanged.

Indemnification. In the event that GSThe Company shall indemnify and hold harmless each Purchaser, the Manager, the Fund, or any of their respective partners, officers, directors, managersagents and employees of each of them, shareholders, agents, representatives, and affiliates, or each Person who controls any heirs, legal representatives, successors, and assigns such Purchaser (within the meaning of Section 15 of the foregoing (Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each an “Indemnified Party” such controlling Person, to the fullest extent permitted by applicable law, from and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representationand all losses, breach of warrantyclaims, or breach or failure by you to comply with any covenant or agreement made by you herein damages, liabilities, costs (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due datereasonable attorneys' fees) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation (including without limitation, reasonable attorneys’ fees) and preparationexpenses relating to an Indemnified Party’s (as defined below) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities actions to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with enforce the provisions of paragraph 6 abovethis Section 6.5) (collectively, “Losses”), as incurred, to the extent arising out of or relating to (i) any material misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, or (ii) any material breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (iii) any cause of action, suit or claim brought or made against such Indemnified Party and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents executed pursuant hereto by any of the Indemnified Parties. If the indemnification provided for any reason the foregoing indemnification in this Section 6.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any Indemnified Party, or is insufficient to hold it harmlessLosses, then you will the Indemnifying Party (as defined below), in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability Losses in such proportion as is appropriate to reflect not only the relative benefits received by you fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other but also in connection with the relative fault of you and actions or omissions that resulted in such Losses as well as any other relevant equitable considerations. The Company shall notify the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons Purchaser promptly of the Indemnified Partiesinstitution, will be binding upon and inure to the benefit threat or assertion of any successors, assigns, heirs and personal representatives proceeding of which the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of Company is aware in connection with the Fundtransactions contemplated by this Agreement.

Indemnification. In the event that GS, the Manager, the Fund, or any of their respective partners, The Company will indemnify and hold harmless Carlyle and its officers, directors, managers, shareholdersemployees, agents, representatives, members and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing affiliates (each being an “Indemnified Party” ”) from and collectively against any and all losses, costs, expenses, claims, damages and liabilities (the “Indemnified PartiesLiabilities”) to which such Indemnified Party may become involved subject under any applicable law, or any claim made by any third party, or otherwise, to the extent they relate to or arise out of the performance of the Services contemplated by this Agreement or the engagement of Carlyle pursuant to, and the performance by Carlyle of the Services contemplated by, this Agreement. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any capacity pending or threatened claim for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party hereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim or proceeding in which the Company, on the one hand, and an Indemnified Party, on the other hand, is, or investigation (including is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to taxes) brought by or against any person the matters contemplated hereby (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to if any Indemnified Party in connection with this transactionis a party thereto or has been actually threatened to be made a party thereto) unless such settlement, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless compromise or consent includes an unconditional release of the outcomeapplicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. You Provided that the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the consent of the Company. The Company will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason not be liable under the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute provision to the amount paid or payable by such Indemnified Party as a result of such extent that any loss, claim, damage damage, liability, cost or liability expense is determined by a court, in such proportion as is appropriate a final judgment from which no further appeal may be taken, to reflect not only have resulted solely from the relative benefits received by you on the one hand and the gross negligence or willful misconduct of Carlyle. If an Indemnified Party on the other but also the relative fault is reimbursed hereunder for any expenses, such reimbursement of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will expenses shall be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions refunded to the partners, employees, officers and controlling persons extent it is finally judicially determined that the Liabilities in question resulted solely from the gross negligence or willful misconduct of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundCarlyle.

Indemnification. In 7.1 To the event that GSfullest extent permitted by law, and subject to the Managerlimitations set forth in Section 6 of this Agreement, each Party (the Fund“Indemnifying Party”) shall indemnify and hold harmless the other Party, or any of and its current and future direct and indirect parent companies, affiliates and their respective partnersshareholders, officers, directors, managers, shareholdersemployees, agents, representativesservants and assigns (collectively, the “Indemnified Party”) and at the Indemnified Party's option, the Indemnifying Party shall defend the Indemnified Party from and against any and all claims and/or liabilities for losses, expenses, damage to property, injury to or death of any person, including, but not limited to, the Indemnified Party’s employees and its affiliates’ employees, subcontractors and subcontractors’ employees, or any heirsother liability incurred by the Indemnified Party, including reasonable expenses, legal representativesand otherwise, successorswhich shall include reasonable attorneys’ fees, and caused wholly or in part by any negligent, grossly negligent or willful act or omission by the Indemnifying Party, its officers, directors, employees, agents or assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of this Agreement, except to the extent caused wholly or based upon in part by any alleged false representationnegligent, breach grossly negligent or willful act or omission of warrantythe Indemnified Party. 7.2 If any claim covered by Section 7.1 is brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in, and unless in the opinion of counsel for the Indemnified Party a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of the Indemnified Party, or breach if a conflict precludes the Indemnifying Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party’s defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or failure punitive damages of any kind whatsoever, whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Section 7 shall survive termination of this Agreement, and shall not be limited in any way by you to comply with any covenant limitation on the amount or agreement made type of damages, compensation or benefits payable by you herein (or for the Indemnifying Party under any statutory scheme, including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) under any Worker’s Compensation Acts, Disability Benefit Acts or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundEmployee Benefit Acts.

Indemnification. In (a) Each Lender Party severally agrees to indemnify each Lead Arranger and each Agent (to the event extent not promptly reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that GSmay be imposed on, the Manager, the Fundincurred by, or asserted against such Agent in any way relating to or arising out of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, the Loan Documents or any heirsaction taken or omitted by such Agent under the Loan Documents (collectively, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified PartiesCosts”) become involved ); provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or such Lead Arranger’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction with respect to such Agent or the Joint Lead Arrangers, as the case may be. Without limitation of the foregoing, each Lender Party agrees to reimburse the Joint Lead Arrangers and each Agent promptly upon demand for its ratable share of any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein costs and expenses (including, without limitation, your irrevocable agreement to fund your subscription amount in full fees and expenses of counsel) payable by the settlement due date) Borrower under Section 8.04, to the extent that such Lead Arranger or in such Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any other document furnished by you investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or proceeding is brought by any Lender Party in connection with this transaction, you will reimburse on demand or any other Person. (b) Each Lender Party severally agrees to indemnify each Issuing Bank (to the Indemnified Parties for their legal extent not promptly reimbursed by the Borrower) from and other expenses against such Lender Party’s ratable share (including the cost determined as provided below) of any investigation and preparation) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Issuing Bank in connection therewith regardless any way relating to or arising out of the outcome. You will also indemnify Loan Documents or any action taken or omitted by such Issuing Bank under the Indemnified Parties against Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, claimsdamages, damages penalties, actions, judgments, suits, costs, expenses or liabilities to which any of them may become subject disbursements resulting from such Issuing Bank’s gross negligence or willful misconduct as found in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Partya final, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable non-appealable judgment by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursementWithout limitation of the foregoing, indemnity each Lender Party agrees to reimburse such Issuing Bank promptly upon demand for its ratable share of any costs and contribution obligations expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise haveSection 8.04, will extend upon the same terms and conditions to the partnersextent that such Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrower. (c) For purposes of this Section 7.05, employeesthe Lender Parties’ respective ratable shares of any amount shall be determined, officers and controlling persons at any time, according to the sum of (i) the aggregate principal amount of the Indemnified Advances outstanding at such time and owing to the respective Lender Parties, will be binding upon (ii) their respective Pro Rata Shares of the aggregate Available Amount of all Letters of Credit outstanding at such time and inure (iii) their respective Unused Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the benefit Swing Line Bank and of Letter of Credit Advances owing to such Issuing Bank shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their respective Revolving Credit Commitments. The failure of any successorsLender Party to reimburse any Agent or any Issuing Bank, assignsas the case may be, heirs promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse such Agent or such Issuing Bank, as the case may be, for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and personal representatives obligations of each Lender Party contained in this Section 7.05 shall survive the Indemnified Parties payment in full of principal, interest and any such persons, all other amounts payable hereunder and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of under the Fundother Loan Documents.

Indemnification. In Subject to the event that GSprovisions of this Section 4.8, and to the extent permitted by law, the Manager, the Fund, or any of their respective partnersCompany will indemnify and hold each Purchaser and its directors, officers, directors, managers, shareholders, agentsmembers, representativespartners, employees, agents and affiliates, or any heirs, legal representatives, successors, and assigns controlling persons (within the meaning of Section 15 of the foregoing Securities Act and Section 20 of the Exchange Act) (each an each, a “Indemnified Purchaser Party” and collectively the “Indemnified Parties”) become involved in harmless from any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any all losses, claimsliabilities, damages or liabilities to which any damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of them may become subject in connection with investigation that any such matter Purchaser Party may suffer or in connection with your failure incur due to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable a claim by such Indemnified Party a third party as a result of or relating to any action instituted against a Purchaser Party by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents, except to the extent that that a loss, liability, damage, cost or expense is attributable to a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with such stockholder or any violations by such Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance. If any claim, damage action or liability proceeding shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing; provided, however, that the failure timely to give such notice shall affect the rights of such Purchaser Party hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Company with respect to such claim, action or proceeding. At the election of the Company, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such claim, action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such proportion as is appropriate to reflect not only claim, action or proceeding there is, in the relative benefits received by you reasonable opinion of counsel, a material conflict on any material issue between the one hand position of the Company and the Indemnified Party on position of such Purchaser Party, in which case the other but also Company shall be responsible for the relative fault reasonable fees and expenses of you and no more than one such separate counsel. The Company will have the Indemnified Party upon exclusive right to settle any claim, action or proceeding; provided, however, that the finding of a court of competent jurisdiction. Your reimbursementCompany will not settle any such claim, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon action or proceeding without the same terms and conditions to the partners, employees, officers and controlling persons prior written consent of the Indemnified PartiesPurchaser Party, which will not be binding upon unreasonably withheld or delayed; provided, however, that such consent shall not be required if the settlement includes a full and inure unconditional release from all liability arising or that may arise out of such claim or proceeding and does not include a statement as to the benefit or an admission of fault, culpability or a failure to act by or on behalf of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundPurchaser Party.

Indemnification. In the event that GSIf either party to this Agreement brings an action based on this Agreement, the Managerprevailing party shall be entitled to recover reasonable expenses therefor, including, but not limited to, attorneys' fees, expenses and court costs. In addition, MYM agrees to indemnify and hold harmless the Advisor and his affiliates, counsel and other professional advisors, the Fundrespective directors, officers, agents and employees of each of the foregoing or any of their respective partnersaffiliates within the meaning of either Section 15 of the Securities Act of 1933, officers, directors, managers, shareholders, agents, representatives, and affiliatesas amended, or any heirs, legal representatives, successors, and assigns Section 20 of the foregoing Securities and Exchange Act of 1934, as amended, (each individually, an “"Indemnified Party” " and collectively collectively, the “"Indemnified Parties”) become involved in any capacity in any action"), proceeding from and against all losses, claims, damages, expenses or investigation (including liabilities resulting from, relating to taxes) brought by to, or against any person (including you) arising out of action taken or based upon any alleged false representation, breach of warrantyomitted to be taken (i) by the Company or (ii) by an Indemnified Party in good faith pursuant to the terms of, or breach in connection with, services rendered pursuant to this Agreement or failure any of the transactions covered thereby. In addition, the Company agrees to reimburse each Indemnified Party for all reasonable out-of-pocket and direct expenses (including reasonable fees and expenses of counsel) as they are incurred by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any such Indemnified Party in connection with this transactioninvestigating, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of preparing or defending any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any lossessuch action or claim, claims, damages whether or liabilities to which any of them may become subject not in connection with litigation in which any Indemnified Party is named party. Notwithstanding the foregoing, MYM shall not be liable to an Indemnified Party in respect to any loss, claim, damage, liability or expense to the extent the same is determined, in a final judgment by a court of competent jurisdiction, to have resulted primarily and directly from the gross negligence or willful misconduct of that Indemnified Party. In the event of the assertion against any Indemnified Party of any claim or the commencement of any action or proceeding, MYM shall be entitled to participate in such action or proceeding, and in the investigation of such claim, and after written notice from the Company, to assume the investigation or defense of such claim, action or proceeding with counsel of its choice at its expense; provided however, that such counsel shall be reasonably satisfactory to that Indemnified Party. Notwithstanding MYM's election to assume the defense or investigation of such claim, action or proceeding, any Indemnified Party shall have the right to employ separate counsel (and local counsel, if necessary) and to participate in the defense or investigation of such claim, action or proceeding, and the Company shall advance and bear the expense (including reasonable fees and disbursements) of such separate counsel. In the event that MYM shall have assumed the defense or investigation of any claim, action or proceeding, the Company may not settle any such matter claim, action or in connection with your failure to provide true and correct information or to otherwise comply with proceeding without the provisions written consent of paragraph 6 aboveany Indemnified Party named as defendant therein. If for any reason the foregoing indemnification is unavailable to any an Indemnified Party, Party or is insufficient to hold it harmless, harmless as contemplated herein then you will the indemnifying party shall contribute to the amount paid or payable by such the Indemnified Party as a result of such loss, claim, damage liability or liability expense in such proportion as is it appropriate to reflect not only the relative benefits received by you the Company and their affiliates, on the one hand, and the Advisor, or the other applicable Indemnified Party, as the case may be, on the other hand, but also the relative fault of the Company and their affiliates and any Indemnified Party, as the case may be, as well as any other relevant equitable considerations, subject to the limitation that in any event the aggregate contribution of all Indemnified Parties to all losses, claims, liabilities, damages and expenses shall not exceed the amount of fees actually received by the Advisor pursuant to this Agreement. It is hereby further agreed that the relative benefits to MYM on the one hand and the Indemnified Party Advisor on the other but also hand with respect to any transaction or proposed transaction contemplated by this Agreement shall be deemed to be in the relative fault same proportion as (i) the total value of you the transaction to (ii) the fee paid to the Advisor with respect to such transaction. No Indemnified party shall have any liability to MYM or any other person in connection with the services rendered pursuant to this Agreement, except for the liability for losses, claims, damages or liabilities finally judicially determined to have resulted from such Indemnified Party's gross negligence or willful misconduct. The indemnity, contribution and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution expense reimbursement obligations under this paragraph 11 and paragraph 12 will set forth herein shall be in addition to any liability that you the Company may otherwise havehave to an Indemnified Party at common law or otherwise, will extend upon and shall survive the same terms and conditions to the partners, employees, officers and controlling persons expiration of the term of this Agreement. If any personnel of an Indemnified PartiesParty appears as a witness, will be binding upon and inure to are deposed or are otherwise involved in the benefit defense of any successorsaction against any Indemnified Party, assigns, heirs and personal representatives MYM or any officer or director of the Company, MYM will reimburse such Indemnified Parties Party for all reasonable out-of-pocket and direct expenses (including the reasonable fees and expenses of counsel for such Indemnified Party) incurred by it by reason of any of its personnel being involved in any such personsaction and will compensate the Advisor for time spent, by his employees preparing for and testifying as witnesses in any deposition or proceeding at the Advisor's customary daily rates. Governing Law This Agreement shall be governed by and construed in accordance with the internal substantive laws, and will survive any transfernot the choice of law rules, redemption or withdrawal of your Interests and any dissolution or termination of the FundState of New York. Any suits, claims, causes of action, or disputes arising under this Agreement shall be brought in the courts of the State of New York or in the United States District Court of the Southern District of New York.

Indemnification. In The Company agrees to indemnify and hold harmless the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, Indemnified Parties from and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representationand all claims, breach of warrantydamages, or breach or failure by you to comply with any covenant or agreement made by you herein losses, liabilities and expenses (including, without limitation, your irrevocable agreement fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of this Agreement (including as a result of any breach or inaccuracy of any representation, warranty or covenant herein), the other Offering Documents, or the transactions contemplated hereby or thereby, solely to fund your subscription amount in full by the settlement due date) extent such Offering Documents or in transactions contemplated thereby relate to this Agreement and the Series C Preferred Equity Offering, any other document furnished by you use made or proposed to be made with the proceeds of the Series C Preferred Equity Offering, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable and documented fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with this transactioninvestigating, you will reimburse on demand the Indemnified Parties for their legal and preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other expenses (including the cost of proceeding relating to any investigation and preparation) incurred in connection therewith regardless of the outcomeforegoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a Final Order to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. You will also indemnify No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter Company for or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Partytransactions contemplated hereby, or is insufficient to hold it harmless, then you will contribute except to the amount paid or payable by extent such Indemnified Party as liability is found in a result of such lossfinal, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding non-appealable order of a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. Your reimbursementIn no event, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will however, shall the Company or any Indemnified Party be in addition to liable on any theory of liability that you may otherwise havefor any special, will extend upon indirect, consequential or punitive damages. Without the same terms and conditions to the partners, employees, officers and controlling persons prior written consent of the Indemnified Parties, the Company agrees that it will be binding upon and inure not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the other Offering Documents, or the transactions contemplated hereby or thereby, solely to the benefit extent such Offering Documents or transactions contemplated thereby relate to this Agreement and the Series C Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any successors, assigns, heirs and personal representatives Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties and by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, and will survive any transferclaim, redemption or withdrawal other proceeding arising out of your Interests and any dissolution this Agreement, the other Offering Documents, or termination the transactions contemplated hereby or thereby without the prior written consent of the FundCompany (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Party.

Indemnification. In The Transferor agrees to indemnify, defend and hold the event that GSRetention Holder, the ManagerIssuer, the Fund, or Trustee and any of their respective partnersmanagers, members, officers, directors, managersemployees, shareholders, agents, representatives, agents and affiliates, or professional advisors (any heirs, legal representatives, successors, and assigns one of the foregoing (each which is an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or harmless from and against any person (including you) arising out of or based upon any alleged false representationand all claims, breach of warrantylosses, or breach or failure by you to comply with any covenant or agreement made by you herein (includingpenalties, without limitationfines, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in forfeitures, reasonable legal fees and related costs, judgments and any other document furnished by you to any Indemnified Party in connection with this transactionreasonable costs, you will reimburse on demand the Indemnified Parties for their legal fees and other expenses (including the cost of provided that any investigation and preparationindemnification for damages is limited to actual damages, not consequential, special or punitive damages) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them that such Person may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party sustain as a result of the failure of the Transferor to perform its duties in compliance in all material respects with the terms of this Agreement, except to the extent arising from the gross negligence, willful misconduct or fraud by the Person claiming indemnification; provided that, for the avoidance of doubt, the obligations of the Transferor set forth in Section 7.2 shall constitute the sole recourse to the Transferor for any breach of the representations or warranties set forth in Section 3.2. An Indemnified Party shall promptly notify the Transferor if a claim is made by a third party with respect to this Agreement, and the Transferor shall assume (with the consent of the Indemnified Party, such lossconsent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, claimincluding reasonable counsel fees, damage and promptly pay, discharge and satisfy any judgment or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and decree which may be entered against the Indemnified Party on in respect of such claim. The parties agree that the other but also provisions of this Section 6.1 shall not be interpreted to provide recourse to the relative fault Transferor against loss by reason of you the bankruptcy, insolvency or lack of creditworthiness of an Obligor or issuer with respect to a Collateral Obligation, and the Indemnified Party upon Transferor does not hereby agree to maintain the finding solvency of a court the Retention Holder or of competent jurisdictionthe Issuer. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any The Transferor shall have no liability that you may otherwise have, will extend upon the same terms and conditions for making indemnification hereunder to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and extent any such persons, and will survive indemnification constitutes recourse for uncollectible or uncollected amounts payable under any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundCollateral Obligation.

Indemnification. In Each Party (the event that GS“Indemnitor”) shall release, defend, indemnify and hold harmless the Managerother party, the Fundits affiliates, or any of its contractors, and their respective members, partners, directors, officers, directorsshareholders, managers, shareholdersemployees, agentsagents and representatives from and against any and all losses, representativesdamages, fines, liens, levies, penalties, claims, demands, causes of action, suits, legal or administrative proceedings, orders, governmental actions and judgments of every kind and character, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” all costs and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein expenses (including, without limitation, your irrevocable agreement reasonable attorneys’ fees, reasonable expert witness fees, and court costs) related thereto (collectively, “Claims”) which arise out of, result from or relate in any way, directly or indirectly, to fund your subscription amount in full (a) a breach of this Agreement by the settlement due dateIndemnitor, or (b) the acts or in omissions hereunder of the Indemnitor or its affiliates, contractors, and their respective members, partners, directors, officers, shareholders, managers, employees, agents and representatives. Producer shall specifically defend, indemnify and hold Gavilon (and its respective Indemnitee Group) harmless from and against any other document furnished and all Claims asserted by you third parties that arise from the condition or quality of the Product sold hereunder, except to the extent such Claims are the result of the acts or omissions of Gavilon, its agents or any Indemnified third party following Delivery hereunder. The Party in connection with this transaction, you will reimburse on demand claiming indemnification shall give prompt written notice to the Indemnified Parties for their legal and other expenses (including the cost Indemnitor of any investigation and preparation) incurred in connection therewith regardless matter for which the Indemnitor may become liable under this provision. Such notice shall contain full details of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject matter in connection with any such matter or in connection with your failure order to provide true the Indemnitor with sufficient information to assess its potential liability and correct information to undertake defense of the Claim. The indemnified Party shall have the right at all times to participate in the preparation for and conducting of any hearing, trial or other proceeding related to otherwise comply with the provisions of paragraph 6 abovethis Section, as well as the right to appear on its own behalf at any such hearing, trial or other proceeding. If Any such participation or appearance by the indemnified Party shall be at its sole cost and expense. The indemnified Party shall cooperate in all reasonable respects with the Indemnitor and its counsel in defending any Claims and shall not take any action that is reasonably likely to be detrimental to such defense. The Indemnitor shall obtain written approval from the indemnified Party * Portion omitted pursuant to request for any reason confidential treatment filed separately with the foregoing indemnification is unavailable Securities and Exchange Commission. prior to any Indemnified Party, settlement that might impose obligations or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you restrictions on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundindemnified Party.

Indemnification. In the event 25.1 Except as otherwise provided herein, each Party shall be responsible only for service(s) and facility(ies) which are provided by that GSParty, the Managerits authorized agents, the Fundsubcontractors, or others retained by such Parties and neither Party shall bear any of their respective partnersresponsibility for the service(s) and facility(ies) provided by the other Party, officers, directors, managers, shareholders, its agents, representativessubcontractors, or others retained by such Parties. 25.2 Except as otherwise provided herein, and affiliatesto the extent not prohibited by law and not otherwise controlled by tariff, or any heirseach Party (the “Indemnifying Party”) shall release, legal representatives, successors, defend and assigns of indemnify the foregoing other Party (each an the “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or and hold such Indemnified Party harmless against any person (including you) Loss to a Third Party arising out of the negligence or based upon any alleged false representationwillful misconduct (“Fault”) by such Indemnifying Party, breach of warrantyits agents, its End Users, contractors, or breach or failure others retained by you to comply with any covenant or agreement made by you herein (includingsuch Parties, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with the Indemnifying Party’s provision of services or functions under this transactionAgreement, you will reimburse on demand provided, however, that (i) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (ii) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor under its subcontract with the Indemnifying Party, and (iii) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 25.3 In the case of any Loss alleged or made by an End User of either Party, the Party whose End User alleged or made such Loss (“Indemnifying Party”) shall defend and indemnify the other Party (“Indemnified Party”) against any and all such Claims or Losses by its End Users regardless of whether the underlying service or product was provided by, or network element was provisioned by, the Indemnified Parties Party, unless the loss was caused by the gross negligence or intentional misconduct of the Indemnified Party. 25.4 Each Party shall be released, indemnified, defended and held harmless by the other Party (“Indemnifying Party”) against any Loss arising from the Indemnifying Party’s use of services or elements provided under this Agreement involving: 25.4.1 Any Claim or Loss arising from such Indemnifying Party’s use of products and services offered under this Agreement, involving any Claim for their legal and other expenses (including libel, slander, invasion of privacy, or infringement of Intellectual Property rights arising from the cost Indemnifying Party’s or its End User’s use. 25.4.2 The foregoing includes any Claims or Losses arising from disclosure of any investigation End User-specific information associated with either the originating or terminating numbers used to provision products or services provided hereunder and preparation) incurred in connection therewith regardless all other Claims arising out of any act or omission of the outcome. You will also End User in the course of using any products or services provided pursuant to this Agreement. 25.4.3 The foregoing includes any Losses arising from Claims for actual or alleged infringement of any Intellectual Property right of a Third Party to the extent that such Loss arises from an Indemnifying Party’s or an Indemnifying Party’s End User’s use of products or services provided under this Agreement; provided, however, that an Indemnifying Party’s obligation to defend and indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Party shall not apply: 25.4.3.1 where an Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations its End User modifies products or services; provided under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.Agreement; and

Indemnification. In the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, The Company agrees to indemnify and affiliates, or any heirs, legal representatives, successors, and assigns hold harmless each of the foregoing (Investors and each an “Indemnified Party” and collectively officer, director of the “Indemnified Parties”) become involved in any capacity in any actionInvestors or person, proceeding or investigation (including relating to taxes) brought by or if any, who controls the Investors within the meaning of the Securities Act against any person losses, claims, damages or liabilities, joint or several (including youwhich shall, for all purposes of this Agreement, include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which the Investors may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based upon any alleged false representation, the breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full term of this Agreement by the settlement due date) or Company. This indemnity agreement will be in any other document furnished by you addition to any Indemnified Party in connection with this transactionliability which the Company may otherwise have. Each Investor agrees that it will indemnify and hold harmless the Company, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless each officer, director of the outcome. You will also indemnify Company or person, if any, who controls the Indemnified Parties Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all costs of defense and investigation and all attorneys' fees) to which the Company or any of them such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses claims, damages or liabilities (or actions in connection with any such matter respect thereof) arise out of or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party are based upon the finding breach of a court any term of competent jurisdictionthis Agreement by the Investor. Your reimbursement, This indemnity and contribution obligations under this paragraph 11 and paragraph 12 agreement will be in addition to any liability that you which the Investors or any subsequent assignee may otherwise have. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will extend upon not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than as to the particular item as to which indemnification is then being sought solely pursuant to this Section. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that if the indemnified party is one of the Investors, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the Investors and the indemnifying party and the Investors shall have been advised by such counsel that there may be one or more legal defenses available to the indemnifying party in conflict with any legal defenses which may be available to the Investors (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the Investors, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same terms and conditions to the partners, employees, officers and controlling persons jurisdiction arising out of the Indemnified Partiessame general allegations or circumstances, will be binding upon liable only for the reasonable fees and inure to expenses of one separate firm of attorneys for the benefit Investor(s), which firm shall be designated in writing by the Investor(s)). No settlement of any successors, assigns, heirs and personal representatives action against an indemnified party shall be made without the prior written consent of the Indemnified Parties and any such personsindemnified party, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundwhich consent shall not be unreasonably withheld.

Indemnification. In All parties expressly agree, by doing business with the event that GSWBC, to indemnify and hold harmless the ManagerWBC, the Fundaffiliated federations and committees, or any of their respective partners, and all officers, directors, managers, shareholders, agentsmembers of the Board of Governors, representatives, and affiliates, or any heirs, legal representatives, successorsattorneys, and assigns of the foregoing agents (each an each, a “WBC Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or thereof against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any all losses, claims, damages, liabilities, penalties, actions, judgments, suits, costs, expenses, and disbursements (including the reasonable and actual fees, charges and disbursements of any counsel for any WBC Indemnified Party, incurred by any WBC Indemnified Party or asserted against any WBC Indemnified Party by any third party or by any person arising out of the actions of such WBC Indemnified Party or any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, whether brought by a third party or by any person directly, and regardless of whether any WBC Party is a party thereto, AND INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY ACTION OR INACTION ARISING FROM ANY WBC INDEMNIFIED PARTY’S NEGLIGENCE OR STRICT LIABILITY, such that no WBC Indemnified Party shall be held liable for or not be indemnified for any action taken in good faith and not resulting from gross negligence or willful misconduct of such WBC Party, as determined by the CAS or any other court of competent jurisdiction by final and non-appealable judgment. In order to attempt to hold the WBC liable for gross negligence or willful misconduct, or under any other theory of liability or damages, the complainant must prove their case by the standards of proof and law applied by the CAS. Under any circumstances, should the WBC be found liable to any party, all parties by doing business with the WBC expressly agree that their sole and exclusive monetary remedy that may be recoverable from the WBC is limited to a maximum (but not a minimum) of sanction fees paid to the WBC relating to the last contest that gave rise to their claim against the WBC. All parties including boxers doing business with or otherwise associated with the WBC expressly waive any and all claims for special, indirect, consequential or punitive damages (as opposed to direct or liabilities to which any of them may become subject actual damages) in connection with any such matter claim against the WBC or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any other WBC Indemnified Party. In no event shall the WBC be liable to for punitive, consequential, direct, or is insufficient to hold it harmlessindirect damages, then you will contribute to including, but not limited to, lost profits, loss of earning capacity, delay, interest or attorney fees, directly or indirectly resulting from any act or omission of the amount paid or payable by such Indemnified Party as a result of such lossWBC, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, its employees, officers and controlling persons of the Indemnified Partiesofficers, will be binding upon and inure to the benefit of any successorsaffiliated Federations, assignsGovernors, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundagents.

Indemnification. In (a) To the event that GSfullest extent permitted by law, the ManagerFund shall, subject to Section 8(c) of this Agreement, indemnify the Indemnified Parties against, and hold them harmless from, all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Adviser to the Fund, or any the past or present performance of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of services to the foregoing (each an “Fund in accordance with this Agreement by the Indemnified Party” and collectively , except to the “Indemnified Parties”) become involved extent that the loss, claim, damage, liability, cost or expense has been finally determined in any capacity a judicial decision on the merits from which no further appeal may be taken in any action, suit, investigation or other proceeding to have been incurred or investigation (including relating to taxes) brought suffered by or against any person (including you) arising out the Indemnified Party by reason of or based upon any alleged false representationwillful misfeasance, breach of warrantybad faith, gross negligence, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount reckless disregard of the duties involved in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand conduct of the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcomeParty’s office. You will also indemnify the Indemnified Parties against any These losses, claims, damages damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or liabilities as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the Indemnified Party may be or may have been involved as a party or otherwise, or with which such Indemnified Party may be or may have been threatened, while in office or thereafter. The rights of indemnification provided under this Section 8 are not to be construed so as to provide for indemnification of an Indemnified Party for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 8. (b) Expenses, including counsel fees and expenses, incurred by any Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the Indemnified Party to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 8(a) of this Agreement, so long as (i) the Indemnified Party provides security for the undertaking; (ii) the Fund is insured by or on behalf of the Indemnified Party against losses arising by reason of the Indemnified Party’s failure to fulfill his, her or its undertaking, or (iii) a quorum of the Independent Directors (excluding any director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement), or independent legal counsel, in a written opinion, determines, based on a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Party will ultimately be found to be entitled to indemnification. (c) As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an Indemnified Party is liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office, indemnification shall be provided in accordance with Section 8(a) of this Agreement if: (i) approved as in the best interests of the Fund by a majority of the Independent Directors (excluding any Director who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Indemnified Party acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the Indemnified Party is not liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office or (ii) the Board of Directors secures a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the Indemnified Party against any liability to the Fund or its Stockholders to which the Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. (d) Any indemnification or advancement of expenses made in accordance with this Section 8 shall not prevent the recovery from any Indemnified Party of any amount if the Indemnified Party subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. In any suit brought by an Indemnified Party to enforce a right to indemnification under this Section 8 it shall be a defense that, and in any suit in the name of the Fund to recover any indemnification or advancement of expenses made in accordance with this Section 8 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the Indemnified Party has not met the applicable standard of conduct described in this Section 8. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 8, the burden of proving that the Indemnified Party is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 8 shall be on the Fund (or on any Stockholder acting derivatively or otherwise on behalf of the Fund or its Stockholders). (e) An Indemnified Party may not satisfy any right of indemnification or advancement of expenses granted in this Section 8 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no Stockholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. (f) The rights of indemnification provided in this Section 8 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 8 shall affect the power of them may become subject in connection with any such matter the Fund to purchase and maintain liability insurance on behalf of the Adviser or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.

Indemnification. In the event that GSThe Company shall indemnify and hold harmless DCCP and its members, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholdersemployees, agents, representatives, representatives and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing affiliates (each being an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any all losses, claims, damages or and liabilities to which any of them such Indemnified Party may become subject under any applicable law or under any claim made by any third party or otherwise, directly or indirectly relating to or arising out of the engagement of DCCP pursuant to, and the performance by DCCP of the services contemplated by, this Agreement, and the Company shall reimburse any Indemnified Party for all costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any such matter pending or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Partythreatened claim, or is insufficient to hold it harmlessany action or proceeding arising therefrom, then you will contribute to the amount paid whether or payable by not such Indemnified Party as is a result of such party hereto. The Company will not be liable under this Section 7, and an Indemnified Party shall reimburse the Company for any related payments made by the Company under this Section 7, to the extent that any loss, claim, damage damage, liability, cost or liability expense is determined by a court or arbitral tribunal, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party. No Indemnified Party on shall be liable to the other but also Company or any of its affiliates for honest mistakes of judgment, or for any action or inaction, taken in good faith in the relative fault performance of you and services under this Agreement to the extent such action would satisfy the standards for indemnification set forth in this Section 7. DCCP makes no representations or warranties, express or implied, in respect of the services to be provided by any Indemnified Party upon acting within the finding scope of a court his, her or its employment or authority. In no event will any of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will the parties hereto be in addition liable to any liability that you may otherwise haveother party hereto for any indirect, will extend upon the same terms and conditions special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than for claims relating to the partners, employees, officers and controlling persons of the Indemnified Parties, will services which may be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundprovided by DCCP hereunder.

Indemnification. In (a) The Company will indemnify and hold harmless the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, Management Provider and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing each Management Provider Person (each such person, an “Indemnified Party” ”) from and collectively against any and all losses, claims, damages, liabilities, costs and expenses, whether joint or several (the “Indemnified PartiesLiabilities”) become involved in any capacity in any action), proceeding or investigation (including relating to taxes) brought by or against any person (including you) related to, arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transactionAgreement or the Services contemplated by this Agreement or the engagement of the Management Provider pursuant to, you and the performance by the Management Provider of the Services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by or on behalf of the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision with respect to any particular Liability of an Indemnified Party solely to the extent that such is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt of an agreement by or on demand behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. (b) The Company acknowledges and agrees that the Indemnified Parties for their legal have certain rights to indemnification and/or insurance provided by the Management Provider and other expenses (including certain of its affiliates and that such additional rights to indemnification and/or insurance are intended to be secondary to the cost of any investigation and preparation) incurred in connection therewith regardless primary obligation of the outcome. You will also Company to indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure hereunder. The Company’s obligations to provide true and correct information or to otherwise comply with indemnification hereunder shall not be limited in any manner by the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result availability of such loss, claim, damage or liability in such proportion as is appropriate additional indemnification and/or insurance that may be available to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.

Indemnification. In (a) The Company hereby indemnifies the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representativesBank and holds it harmless against, and affiliatesshall reimburse the Bank for, any loss, damage or any heirsexpense (including attorneys’ reasonable fees and expenses, legal representativescourt costs and other expenses) including, successorsbut not limited to, (i) unpaid charges, fees, and assigns of Returned Items for which the foregoing (each an “Indemnified Party” and collectively Company and/or the “Indemnified Parties”) become involved in any capacity in any action, proceeding Secured Party originally received credit or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full remittance by the settlement due dateBank, and (ii) any loss, damage or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand expense the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party Bank shall incur as a result of such (A) entering into or acting pursuant to this Agreement, (B) honoring and following any instruction the Bank may receive from (or shall believe in good faith to be from) the Secured Party or the Company under this Agreement, and (C) upon implementation of the Notice, not honoring or following any instruction it shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement. The Company shall not be responsible for any loss, claimdamage, or expense that a court having jurisdiction shall have determined had been caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement. (b) Without limiting in any way the Secured Party’s obligation to pay or reimburse the Bank as otherwise specified in this Agreement, the Secured Party hereby indemnifies the Bank and holds it harmless against any loss, damage or liability expense (including attorneys’ reasonable fees and expenses, court costs and other expenses) which the Bank shall incur as a result of honoring or following any instruction (including the Notice) it shall receive from (or shall believe in such proportion as is appropriate good faith to reflect be from) the Secured Party under this Agreement. The Secured Party shall not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of be responsible for any loss, damage, or expense that a court having jurisdiction shall have determined had been caused by the Bank’s gross negligence or willful misconduct in its performance of competent jurisdiction. Your reimbursement, indemnity and contribution its obligations under this paragraph 11 and paragraph 12 will Agreement. (c) No party hereto shall be in addition liable to any liability that you may otherwise haveother party under this Agreement for lost profits or special, will extend upon the same terms and conditions to the partnersindirect, employeesexemplary, officers and controlling persons consequential or punitive damages, even if such party shall have been advised of the Indemnified Parties, will be binding upon and inure to the benefit possibility of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Funddamages.

Indemnification. In (a) The Company (the event that GS"Company Indemnifying Party") agrees to indemnify, defend and hold harmless the ManagerPurchaser and its Affiliates, (who at the Fundoption of the Purchaser, or any of may include the Company) and their respective partnersofficers, officersmanagers, directors, managers, shareholders, agents, representativesemployees, subsidiaries, partners, members and affiliatescontrolling Persons (each, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “a "Purchaser Indemnified Party” and collectively " and, together, the “"Purchaser Indemnified Parties”") become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought the fullest extent permitted by or law from and against any person (including you) arising out of or based upon any alleged false representationand all losses, breach of warrantyClaims, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the settlement due date) or in any other document furnished by you to any Purchaser Indemnified Party in any action between the Company Indemnifying Party and the Purchaser Indemnified Party or between the Purchaser Indemnified Party and any third party or otherwise) or other liabilities (collectively, "Losses") resulting from or arising out of (i) any breach of any representation or warranty by the Company or (ii) any breach of any covenant or agreement by the Company, in each case, in either this Agreement or the Investor Rights Agreement; provided that, the Company Indemnifying Party shall not be liable under this Section 7.1 to a Purchaser Indemnified Party to the extent that it is judicially determined that such Losses resulted primarily from the willful misconduct or gross negligence of such Purchaser Indemnified Party. The amount of any payment to any Purchaser Indemnified Party herewith in respect of any Loss shall be increased by the amount of the Purchaser's pro rata share of the diminution in value of the Company relating to the payment of the amount of such Loss to the Purchaser. The Company Indemnifying Party shall not be obligated to pay any amounts in respect of indemnification obligations under Section 7.1(a)(i), except those based upon or arising from Section 3.7, (the "Basket Exclusion"), unless and until the aggregate amount of all Losses equals $50,000, after which time the Company Indemnifying Party shall be obligated to pay in full the amount of all Losses in excess of $50,000. (b) The Purchaser (the "Purchaser Indemnifying Parties" and referred to collectively herein with the Company Indemnifying Parties as the "Indemnifying Parties") agree to indemnify, defend and hold harmless the Company and its officers, managers, directors, agents, employees, subsidiaries, partners, members and controlling Persons (each, a "Company Indemnified Party" and referred to collectively herein with the Purchaser Indemnified Parties as the "Indemnified Parties") to the fullest extent permitted by law from and against any and all Losses resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Purchaser in this Agreement or the Investor Rights Agreement; provided that, the Purchaser Indemnifying Parties shall not be liable under this Section 7.1 to a Company Indemnified Party to the extent that it is judicially determined that such Losses resulted primarily from the willful misconduct or gross negligence of such Company Indemnified Party. (c) In connection with the obligation of any Indemnifying Party to indemnify for expenses as set forth in this transactionSection 7.1, you will such Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse on demand the Indemnified Parties Party for their legal and other all such expenses (including the cost reasonable fees, disbursements and other charges of any investigation and preparation) counsel incurred in connection therewith regardless of the outcome. You will also indemnify by the Indemnified Parties against Party in any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with action between the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Indemnifying Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and or between the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursementand any third party) as they are incurred by such Indemnified Party; provided, indemnity and contribution obligations however, that if an Indemnified Party is reimbursed under this paragraph 11 and paragraph 12 will Article VII for any expenses, such reimbursement of expenses shall be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions refunded to the partnersextent it is finally judicially determined that the Losses in question resulted from the gross negligence, employeesbad faith, officers and controlling persons or willful misconduct of the such Indemnified PartiesParty. (d) The parties hereto shall treat, will be binding upon and inure for all Tax purposes, any indemnity payment made pursuant to this Article VII as an adjustment to the benefit of any successors, assigns, heirs and personal representatives of purchase price paid for the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundPurchased Stock.

Indemnification. (a) Lessee shall defend, indemnify, and hold Lessor harmless from, and reimburse Lessor for, any loss, cost, expense, liability, or damage (including without limitation reasonable attorney’s fees and costs with a reasonable estimate of the allocable cost of legal counsel and staff in connection with or in any way related to, any breach or default in the performance of any obligation to be performed by Lessee under the terms of this Agreement, or any intentional misconduct or negligence of Lessee, or any officer, agent, employee, guest, or invitee of Lessee or of any sublessee of Lessee, regardless of whether such intentional misconduct or negligence was active or passive. (b) Lessor shall defend, indemnify, and hold Lessee harmless from, and reimburse Lessee for, any loss, costs, expense, liability, or damage (including without limitation reasonable attorney’s fees and costs with a reasonable estimate of the allocable cost of legal counsel and staff, in connection with or in any way related to any breach or default in the performance of any obligation to be performed by Lessor under the terms of this Agreement during the term hereof or any intentional misconduct or negligence of Lessor, or any officer, agent, employee, guest, or invitee of Lessor, regardless of whether such intentional misconduct or negligence was active or passive. (c) In the event that GSof the occurrence of any event which a party asserts is an indemnifiable event pursuant to this paragraph, such party shall notify the other party promptly and, if such event involves the claim of any third person, the Managernotified party shall have sole control over, and shall assume all expense with respect to, the Funddefense, settlement, adjustment, or compromise of any claim as to which this paragraph requires it to indemnify the other, provided that (i) the other may, if it so desires, employ counsel at its own expense to assist in the handling of their respective partnerssuch claim and (ii) the indemnifying party shall obtain the prior written approval of the other party, officerswhich shall not be unreasonably withheld, directorsbefore entering into any settlement, managers, shareholders, agents, representatives, and affiliatesadjustment, or any heirscompromise of such claim or ceasing to defend against such claim, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding if pursuant thereto or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage thereof there would be imposed injunctive or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on other similar relief against the other but also party. All indemnification obligations hereunder shall survive the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption expiration or withdrawal of your Interests and any dissolution or earlier termination of the Fundthis Agreement.

Indemnification. In the event that GS11.1 Retailer, the Managerat its own cost and expense, the Fundshall defend, or indemnify and hold harmless GSI and any of their respective partners, its officers, directors, managersemployees or agents from and against all damages, shareholdersexpenses, agentsliabilities and other costs (including reasonable attorneys fees and court costs) arising as a consequence of GSI providing services pursuant to this Agreement a) from or related to a claim that GSI infringes a third party copyright, representativestrademark or trade secret relating to Retailer's tradename or any other name set forth on Schedule 1 to this Agreement; or b) from Retailer's gross negligence, wilful or intentional misconduct. 11.2 GSI, at its own cost and affiliatesexpense, shall defend, indemnify and hold harmless Retailer and any of its officers, directors, employees or agents from and against all damages, expenses, liabilities and other costs (including reasonable attorneys fees and court costs) arising a) from a claim made by any consumer that is related in any way to the Retailer's Web Site or GSI's services to Retailer provided pursuant to this Agreement, but excluding a claim for which GSI would have the right to indemnification pursuant to Paragraph 11.1 above, or b) from GSI's gross negligence, wilful or intentional misconduct and arising as a consequence of GSI providing services pursuant to this Agreement. 11.3 Retailer shall have sole control of any heirsdefense of any claim made pursuant to Section 11.1 above, legal representativesbut GSI shall cooperate with Retailer in providing such defense. 11.4 GSI shall have sole control of any defense of any claim made pursuant to Section 11.2 above, successors, and assigns but Retailer shall cooperate with Retailer in providing such defense. 11.5 Any party seeking indemnification shall notify the other party as soon as possible after such party seeking indemnification becomes aware of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.

Indemnification. In (a) The Company agrees to indemnify and hold harmless the event that GSSubscriber, the Manager, the Fund, or any of its affiliates and their respective partners, officers, directors, managersemployees, shareholdersagents and controlling persons (collectively, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in from and against , any capacity in and all loss, liability, damage or deficiency suffered or incurred by any action, proceeding Indemnified Party by reason of any misrepresentation or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warrantywarranty by the Company or, or breach or failure by you to comply with after any applicable notice and/or cure periods, nonfulfillment of any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full be performed or complied with by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with Company under this transactionAgreement, you the Transaction Documents; and will promptly reimburse on demand the Indemnified Parties for their legal and other all expenses (including the cost reasonable fees and expenses of any investigation and preparationlegal counsel) as incurred in connection therewith regardless with the investigation of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any of the outcome. You will also indemnify the foregoing, or any action or proceeding arising therefrom (collectively, “Proceedings”), whether or not such Indemnified Parties against Party is a formal party to any such Proceeding. (b) If for any reason (other than a final non-appealable judgment finding any Indemnified Party liable for losses, claims, damages damages, liabilities or liabilities to which any of them may become subject in connection with any such matter expenses for its gross negligence or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason willful misconduct) the foregoing indemnification indemnity is unavailable to any an Indemnified Party, Party or is insufficient to hold it an Indemnified Party harmless, then you will the Company shall contribute to the amount paid or payable by such an Indemnified Party as a result of such loss, claim, damage damage, liability or liability expense in such proportion as is appropriate to reflect not only the relative benefits received by you the Company on the one hand and the Indemnified Party Advisor on the other other, but also the relative fault of you by the Company and the Indemnified Party Party, as well as any relevant equitable considerations. (c) Each Subscriber agrees to severally and not jointly indemnify, hold harmless, reimburse and defend the Company, its Subsidiaries and each of its officers, directors, agents, Affiliates, control persons and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the finding Company, its Subsidiary or any such person which results, arises out of a court or is based upon (i) any material misrepresentation by the Subscriber or breach of competent jurisdictionany warranty by the Subscriber in this Agreement or in any Exhibits or Schedules attached hereto or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Subscriber of any covenant or undertaking to be performed by the Subscriber hereunder, or any other Transaction Documents entered into by the Company and Subscriber relating hereto. Your reimbursementNotwithstanding the foregoing, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any no event shall the liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will Subscriber hereunder be binding upon and inure to greater than the benefit of any successors, assigns, heirs and personal representatives of aggregate subscription amount paid for the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of Securities as set forth on the Fundsignature page hereto.

Indemnification. In Each Party (the event that GS“Indemnitor”) shall release, defend, indemnify and hold harmless the Managerother party, the Fundits affiliates, or any of its contractors, and their respective members, partners, directors, officers, directorsshareholders, managers, shareholdersemployees, agentsagents and representatives from and against any and all losses, representativesdamages, fines, liens, levies, penalties, claims, demands, causes of action, suits, legal or administrative proceedings, orders, governmental actions and judgments of every kind and character, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” all costs and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein expenses (including, without limitation, your irrevocable agreement reasonable attorneys’ fees, reasonable expert witness fees, and court costs) related thereto (collectively, “Claims”) which arise out of, result from or relate in any way, directly or indirectly, to fund your subscription amount in full (a) a breach of this Agreement by the settlement due dateIndemnitor, or (b) the acts or in omissions hereunder of the Indemnitor or its affiliates, contractors, and their respective members, partners, directors, officers, shareholders, managers, employees, agents and representatives. Producer shall specifically defend, indemnify and hold Gavilon (and its respective Indemnitee Group) harmless from and against any other document furnished and all Claims asserted by you third parties that arise from the condition or quality of the Product sold hereunder, except to the extent such Claims are the result of the acts or omissions of Gavilon, its agents or any Indemnified third party following Delivery hereunder. The Party in connection with this transaction, you will reimburse on demand claiming indemnification shall give prompt written notice to the Indemnified Parties for their legal and other expenses (including the cost Indemnitor of any investigation and preparation) incurred in connection therewith regardless matter for which the Indemnitor may become liable under this provision. Such notice shall contain full details of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject matter in connection with any such matter or in connection with your failure order to provide true the Indemnitor with sufficient information to assess its potential liability and correct information to undertake defense of the Claim. The indemnified Party shall have the right at all times to participate in the preparation for and conducting of any hearing, trial or other proceeding related to otherwise comply with the provisions of paragraph 6 abovethis Section, as well as the right to appear on its own behalf at any such hearing, trial or other proceeding. If for Any such participation or appearance by the indemnified Party shall be at its sole cost and expense. The indemnified Party shall cooperate in all reasonable respects with the Indemnitor and its counsel in defending any reason Claims and shall not take any action that is reasonably likely to be detrimental to such defense. The Indemnitor shall obtain written approval from the foregoing indemnification is unavailable indemnified Party prior to any Indemnified Party, settlement that might impose obligations or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you restrictions on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundindemnified Party.

Indemnification. In (a) From and after the event that GS, Effective Time through the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns sixth anniversary of the foregoing Effective Date, RCFC (and any successor) agrees to indemnify and hold harmless each present and former director, officer and employee of Bayonne and its Subsidiaries and each officer or employee of Bayonne and its Subsidiaries that is serving or has served as a director or trustee of another entity expressly at Bayonne's request or direction (each, an “"Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action"), proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of costs or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred reasonable attorneys' fees), judgments, fines, amount paid in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any settlement, losses, claims, damages or liabilities to which any of them may become subject (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such matter Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or in connection with your employee of Bayonne and its Subsidiaries and as then permitted under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify RCFC thereof, but the failure to provide true so notify shall not relieve RCFC of any liability it may have hereunder to such Indemnified Party if such failure does not materially and correct information substantially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) RCFC shall have the right to otherwise comply assume the defense thereof with counsel reasonably acceptable to the provisions of paragraph 6 above. If Indemnified Party and RCFC shall not be liable to such Indemnified Party for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable legal expenses of other counsel subsequently incurred by such Indemnified Party as in connection with the defense thereof, except that if RCFC does not elect to assume such defense within a result reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand interest between RCFC and the Indemnified Party on the other but also the relative fault of you (and counsel for RCFC does not disagree), the Indemnified Party upon may retain counsel satisfactory to such Indemnified Party, and RCFC shall remain responsible for the finding reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that RCFC shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a court conflict of competent jurisdiction. Your reimbursementinterest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) RCFC shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) RCFC shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and contribution other obligations provided for in this Section 4.14 to the fullest extent permitted under this paragraph 11 and paragraph 12 will the DGCL. The rights of each Indemnified Party hereunder shall be in addition to any liability that you other rights such Indemnified Party may otherwise have, will extend upon the same have under applicable law. (d) RCFC shall maintain Bayonne's existing directors and officers' insurance policy (or provide a policy providing comparable coverage and amounts on terms and conditions no less favorable to the partnerspersons currently covered by Bayonne's existing policy, employeesincluding RCFC's existing policy if its meets the foregoing standard) covering persons who are currently covered by such insurance for a period of 3 years after the effective date. (e) In the event RCFC or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, officers or (ii) transfers or conveys all or substantially all of its properties and controlling persons of the Indemnified Partiesassets to any person or entity, will be binding upon then, and inure in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of RCFC assume the obligations set forth in this Section 4.14. (f) The provisions of this Section 4.14 are intended to be for the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such personsof, and will survive any transfershall be enforceable by, redemption each Indemnified Party and his or withdrawal of your Interests and any dissolution or termination of the Fundher representatives.

Indemnification. In Each party required to deliver an Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification under Article XIV (each, a “Responsible Party) shall indemnify and hold harmless the event that GSTrust Administrator, the Manager, Master Servicer and the Fund, or any Depositor and each of their respective partnersdirectors, officers, directors, managers, shareholdersemployees, agents, representatives, and affiliates, or any heirs, legal representatives, successors, affiliates from and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) any alleged false representationbreach by such Responsible Party of any if its obligations under this Article XIV including particularly its obligation to provide any Back-Up Certification, breach any Assessment of warrantyCompliance and an Accountant’s Attestation and/or an Item 1123 Certification or any information, data or materials required to be included in any 1934 Act report,, (b) any misstatement or omission in any information, data or materials provided by such Responsible Party (or, in the case of the Trust Administrator or Master Servicer, any material misstatement or material omission in (i) any 1123 Certification, Assessment of Compliance or Accountant’s Attestation delivered by it, or breach by any Servicing Function Participant engaged by it, pursuant to this Agreement or failure by you to comply with (ii) any covenant additional Form 10-D, Form 10-K or agreement made by you herein Form 8-K disclosure concerning the Master Servicer or the Trust Administrator, or (includingc) the negligence, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) bad faith or in any other document furnished by you to any Indemnified willful misconduct of such Responsible Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost performance of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 aboveif its obligations hereunder. If the indemnification provided for any reason the foregoing indemnification herein is unavailable to any Indemnified Party, or is insufficient to hold it harmlessharmless the Master Servicer, the Trust Administrator or the Depositor, then you will each Responsible Party agrees that it shall contribute to the amount paid or payable by such Indemnified Party Trust Administrator, the Master Servicer or the Depositor, as applicable, as a result of such lossany claims, claimlosses, damage damages or liability liabilities incurred by the Master Servicer, the Trust Administrator or the Depositor, as applicable, in such proportion as is appropriate to reflect not only the relative benefits received by you fault of Trust Administrator or the Depositor, as applicable, on the one hand and the Indemnified Party such Responsible Party, on the other but also other. This indemnification shall survive the relative fault termination of you and this Agreement or the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit termination of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundparty to this Agreement.

Indemnification. In the event that GSThe Company will indemnify and hold harmless BMP, the Manager, the Fund, or any of its affiliates and their respective partnerspartners (both general and limited), officers, directors, managers, shareholders, agents, representatives, members (both managing and affiliates, or any heirs, legal representatives, successors, otherwise) and assigns of the foregoing Representatives (each such person being an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representationand all actions, breach of warrantysuits, or breach or failure by you to comply with any covenant or agreement made by you herein (includinginvestigations, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject and liabilities, including in connection with any such matter seeking indemnification, whether joint or several (the “Liabilities”), related to, arising out of or in connection with your failure the Transactions, the Services or other services contemplated by this Agreement or the engagement of BMP pursuant to, and the performance by BMP of the Services or other services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to provide true indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such claim, action or proceeding, and correct information does not contain an admission of guilt or to otherwise comply with liability on the provisions part of paragraph 6 abovethe Indemnified Party. If for any reason The Company will not be liable under the foregoing indemnification is unavailable provision with respect to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such particular loss, claim, damage damage, liability, cost or liability expense of an Indemnified Party that is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or willful misconduct of such proportion Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as is appropriate to reflect not only the relative benefits received they are incurred upon receipt, in each case, of an undertaking by you or on the one hand and behalf of the Indemnified Party on to repay such amounts if it is finally judicially determined that the other but also Liabilities in question resulted solely from the relative fault gross negligence or willful misconduct of you and the such Indemnified Party. The rights of an Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 to indemnification hereunder will be in addition to any liability that you may otherwise have, will extend upon the same terms other rights and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and remedies any such persons, and will survive person may have under any transfer, redemption other agreement or withdrawal of your Interests and instrument to which each Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under any dissolution law or termination of the Fundregulation.

Indemnification. In (a) The Company shall indemnify the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns Holder(s) of the foregoing Registrable Securities to be sold pursuant to any registration statement hereunder and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such Holders or underwriter or persons deemed to be underwriters within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action"Exchange Act"), proceeding against all loss, claim, damage, expense or investigation liability (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal all reasonable attorneys' fees and other expenses (including the cost of any investigation and preparation) reasonably incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties investigating, preparing or defending against any losses, claims, damages or liabilities claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, in writing, for specific inclusion in such registration statement. (b) If any action is brought against a party hereto, ("Indemnified Party") in respect of which indemnity may be sought against the other party ("Indemnifying Party"), such Indemnified Party shall promptly notify Indemnifying Party in writing of the institution of such action and Indemnifying Party shall assume the defense of such action, including the employment and fees of counsel reasonably satisfactory to the Indemnified Party. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of such action, or (ii) Indemnifying Party shall not have employed counsel to defend such action, or (iii) such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which may result in a conflict between the Indemnified Party and Indemnifying Party (in which case Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events, the reasonable fees and expenses of not more than one additional firm of attorneys designated in writing by the Indemnified Party shall be borne by Indemnifying Party. Notwithstanding anything to the contrary contained herein, if Indemnified Party shall assume the defense of such action as provided above, Indemnifying Party shall not be liable for any settlement of any such matter action effected without its written consent. (c) If the indemnification or in connection with your failure reimbursement provided for hereunder is finally judicially determined by a court of competent jurisdiction to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is be unavailable to any an Indemnified Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence of such Indemnified Party), then Indemnifying Party agrees, in lieu of indemnifying such Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party (i) in such proportion as a result is appropriate to reflect the relative benefits received, or sought to be received, by Indemnifying Party on the one hand and by such Indemnified Party on the other or (ii) if (but only if) the allocation provided in clause (i) of such lossthis sentence is not permitted by applicable law, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other referred to in such clause (i) but also the relative fault of you Indemnifying Party and of such Indemnified Party; provided, however, that in no event shall the aggregate amount contributed by a Holder exceed the profit, if any, earned by such ▇▇▇▇▇▇ as a result of the exercise by him of the Warrants and the sale by him of the underlying shares of Common Stock. (d) The rights accorded to Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will Parties hereunder shall be in addition to any liability rights that you any Indemnified Party may otherwise havehave at common law, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption by separate agreement or withdrawal of your Interests and any dissolution or termination of the Fundotherwise.

Indemnification. In The Borrower agrees to defend (with counsel satisfactory to the event that GSBank), the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representativesindemnify, and affiliateshold harmless each Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation nature (including relating to taxes) brought by or against any person (including you) arising out the disbursements and the reasonable fees of or based upon any alleged false representationcounsel for each Indemnified Party thereto, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (includingwhich shall also include, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) reasonable attorneys’ fees), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including securities laws, Environmental Laws, commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the use or intended use of the proceeds of the Loans, the enforcement of the Bank’s rights and remedies under this Agreement, the Loan Documents, any Note, any other document furnished by you instruments and documents delivered hereunder; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities respect to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable matters determined by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdictionjurisdiction by final and nonappealable judgment to have been caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. Your reimbursementTo the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions Borrower shall satisfy such undertaking to the partnersmaximum extent permitted by applicable law. Any liability, employeesobligation, officers loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and controlling persons failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations of the Indemnified Parties, will Borrower and be binding upon secured by the Collateral. The provisions of this Section shall survive the satisfaction and inure to the benefit of any successors, assigns, heirs and personal representatives payment of the Indemnified Parties other Obligations and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or the termination of the Fundthis Agreement.

Indemnification. In (a) Subject to the event that GSlimitations set forth in Section 7.3, each of the ManagerCompany and the IFM Overseas agrees to indemnify, defend and hold harmless the FundInvestor and its respective officers, or any of their respective partners, officersmanagers, directors, managers, shareholders, agents, representativesemployees, subsidiaries, partners, members and affiliatescontrolling persons (each, a “IFM Indemnified Party”) to the fullest extent permitted by law from and against any and all losses, claims, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein written threats thereof (including, without limitation, your irrevocable agreement to fund your subscription amount in full any claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the settlement due date) or in any other document furnished by you to any IFM Indemnified Party in any action between the Company and the IFM Indemnified Party or between the IFM Indemnified Party and any third party or otherwise in the manner described in Section 7.2 below) or other liabilities (collectively, “Losses”) resulting from or arising out of any breach of any representations and warranties of the Company and/or IFM Overseas contained herein, any covenant or agreement by the Company in this Agreement or any certificate delivered by the Company hereunder or under the Security Purchase Agreement. (b) In connection with the obligation of the Company to indemnify for expenses as set forth in clause (a) of this transactionSection 7.1, you will the Company shall upon presentation of appropriate invoices containing reasonable detail, reimburse on demand the each IFM Indemnified Parties Party for their legal and other all such expenses (including reasonable fees, disbursements and other charges of counsel incurred by the cost IFM Indemnified Party in any action between the Company and the IFM Indemnified Party or between the IFM Indemnified Party and IFM Overseas or any third party) as they are incurred by such IFM Indemnified Party; provided, however, that if such expenses arise out of any action, investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable other proceeding commenced by such a IFM Indemnified Party (other than as a result of any action, claim or written threat by a third party against such lossIFM Indemnified Party), claimthe Company shall reimburse such IFM Indemnified Party for all such expenses only (x) after the final resolution or disposition of such action, damage investigation or liability other proceeding and (y) if such IFM Indemnified Party prevails in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand action, investigation or other proceeding; and the provided, further, that if a GA Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations is reimbursed under this paragraph 11 and paragraph 12 will Article VII for any expenses, such reimbursement of expenses shall be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions refunded to the partnersextent it is finally judicially determined that such expenses resulted or arose primarily from the gross negligence, employeesbad faith, officers and controlling persons or willful misconduct of the such GA Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundParty.

Indemnification. In Each of the event that GSBorrowers agrees to indemnify and hold harmless the Agent and the Banks from and against any and all claims, the Manageractions and suits whether groundless or otherwise, the Fundand from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of this Credit Agreement or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, the other Loan Documents or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (transactions contemplated hereby including, without limitation, your irrevocable agreement to fund your subscription amount in full (a) any actual or proposed use by the settlement due dateBorrowers or any of their Subsidiaries of the proceeds of any of the Revolving Credit Loans or Letters of Credit, (b) the Borrowers or in any of their Subsidiaries entering into or performing this Credit Agreement or any of the other document furnished by you Loan Documents or (c) with respect to the Borrowers and their Subsidiaries and their respective properties and assets, the violation of any Environmental Law, the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release or threatened release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Indemnified Party Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal injury or damage to property), in connection with this transactioneach case including, you will reimburse on demand without limitation, the Indemnified Parties for their legal reasonable fees and other expenses (including the cost disbursements of any investigation counsel and preparation) allocated costs of internal counsel incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter investigation, litigation or in connection with your failure to provide true and correct information or to otherwise comply with the provisions other proceeding, except any of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Partywhich result solely from the gross negligence or willful misconduct of the indemnified party. In litigation, or is insufficient to hold it harmlessthe preparation therefor, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand Banks and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursementAgent shall be entitled to select their own counsel and, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise havethe foregoing indemnity, will extend upon the same terms Borrowers agree to pay promptly the reasonable fees and conditions expenses of such counsel. If, and to the partners, employees, officers and controlling persons extent that the obligations of the Indemnified PartiesBorrowers under this ss.17 are unenforceable for any reason, will be binding upon and inure the Borrowers hereby agree to make the maximum contribution to the benefit payment in satisfaction of any successors, assigns, heirs and personal representatives such obligations which is permissible under applicable law. The covenants contained in this ss.17 shall survive payment or satisfaction in full of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundall other Obligations.

Indemnification. In A. To the event that GSfullest extent permitted by law, for work or services provided under this Agreement, Contractor shall indemnify, defend, and hold harmless DISTRICT and the ManagerCounty of Sacramento, the Fund, or any of their respective partnersgoverning and advisory Boards, (emphasis added for clarity) officers, directors, managersofficials, shareholders, agents, representativesemployees, and affiliates, or any heirs, legal representatives, successors, authorized volunteers and assigns of the foregoing agents (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved ), from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, and reasonable attorneys' fees, resulting from injuries to or death of persons, including but not limited to employees of either Party hereto, and damage to or destruction of property, or loss of use or reduction in any capacity in any actionvalue thereof, proceeding including but not limited to the property of either Party hereto, and recovery of monetary losses incurred by an Indemnified Party directly attributable to the performance of Contractor, arising out of, pertaining to, or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representationthe negligence, breach of warrantyrecklessness, or breach willful misconduct of Contractor, its employees, Contractor’s subconsultants or failure by you to comply with subcontractors at any covenant tier, or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you party for which Contractor is legally liable under law. B. The right to defense and indemnity under this Section shall initiate upon occurrence of an event giving rise to a Claim and, thereafter, upon tender in writing to Contractor. Contractor shall defend Indemnified Parties with counsel reasonably acceptable to County. Notwithstanding the foregoing, County shall be entitled, on its own behalf, and at the expense of Contractor, to assume control of its defense or the defense of any Indemnified Party in connection any legal action, with this transactioncounsel reasonably selected by it. Should County elect to initially assume control of its defense, you will reimburse on demand or the Indemnified Parties for their legal and other expenses (including the cost defense of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, it does so without prejudice to its right to subsequently request that Contractor thereafter assume control of the defense and pay all reasonable attorneys’ fees and costs incurred thereby. C. This indemnity obligation shall not be limited by the types and amounts of insurance or is insufficient self-insurance maintained by Contractor or Contractor’s subconsultants or subcontractors at any tier. D. Nothing in this Indemnity obligation shall be construed to hold it harmlesscreate any duty to, then you will contribute to the amount paid any standard of care with reference to, or payable by such Indemnified Party as a result of such lossany liability or obligation, claimcontractual or otherwise, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon third party. E. The provisions of this Indemnity obligation shall survive the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution expiration or termination of the FundAgreement.

Indemnification. In The Environmental Response Trust shall indemnify, defend and hold harmless (without the event that GSEnvironmental Trust Parties having to first pay from their personal funds) the Environmental Trust Parties from and against any and all claims, the Manager, the Fund, or any causes of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding liabilities, obligations, losses, costs, judgments, damages or investigation expenses (including relating to taxesattorneys’ fees) brought by or against and any person (including you) other assertion of liability arising out of the ownership or based upon any alleged false representation, breach environmental condition of warranty, Environmental Trust Assets or breach action or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter inaction or in connection with your failure the Environmental Trustee’s duties, to provide true the fullest extent permitted by applicable law, including but not limited to, those caused or alleged to be caused by negligence or fault of any Environmental Trust Party (except for fraud, willful misconduct, or criminal conduct), provided that such indemnification shall be limited to funds in the relevant Environmental Trust Environmental Cost Account for the DPH Sites if it relates to Environmental Action or the Environmental Trust Administrative Account. Without limiting the foregoing, any such judgment against a Environmental Trust Party and correct information or any such costs of defense relating to otherwise comply any Environmental Trust Party shall be paid by the Environmental Response Trust consistent with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions of this Section. Notwithstanding the foregoing, to the partnersextent fraud, employeeswillful misconduct, officers or criminal conduct of any Environmental Trust Party is alleged and controlling persons of the Indemnified PartiesCourt finds, will be binding upon and inure by a final order, not reversed on appeal, that such Environmental Trust Party committed fraud, willful misconduct, or criminal conduct after the Effective Date in relation to the benefit Environmental Trustee’s duties, there shall be no indemnification, of that Environmental Trust Party, for any successorsjudgments arising from such allegations of fraud, assignswillful misconduct, heirs and personal representatives of or criminal conduct. It shall be an irrebuttable presumption that any action taken, or inaction, consistent with Court approval shall not constitute willful misconduct or fraud, provided that there has been no misrepresentation to the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundCourt.

Indemnification. In 7.1 To the event that GSfullest extent permitted by law, and subject to the Managerlimitations set forth in Section 6 of this Agreement each Party (the "Indemnifying Party") shall indemnify and hold harmless the other Party, the Fundand its current and future direct and indirect parent companies, or any of affiliates and their respective partnersshareholders, officers, directors, managers, shareholdersemployees, agents, representativesservants and assigns (collectively, the "Indemnified Party") and at the Indemnified Party's option, the Indemnifying Party shall defend the Indemnified Party from and against any and all claims and/or liabilities for losses, expenses, damage to property, injury to or death of any person, including, but not limited to, the Indemnified Party's employees and its affiliates' employees, subcontractors and subcontractors' employees, or any heirsother liability incurred by the Indemnified Party, including reasonable expenses, legal representativesand otherwise, successorswhich shall include reasonable attorneys' fees, and caused wholly or in part by any negligent grossly negligent or willful act or omission by the Indemnifying Party, its officers, directors, employees, agents or assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of this Agreement, except to the extent caused wholly or based upon in part by any alleged false representationnegligent grossly negligent or willful act or omission of the Indemnified Party. 7.2 If any claim covered by Section 7.1 is brought against the Indemnified Party, breach then the Indemnifying Party shall be entitled to participate in, and unless in the opinion of warrantycounsel for the Indemnified Party a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of the Indemnified Party, or breach if a conflict precludes the Indemnifying Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party s defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. In no event shall either Party be liable to the other Party for any indirect special, consequential, or failure punitive damages of any kind whatsoever, whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Section 7 shall survive termination of this Agreement, and shall not be limited in any way by you to comply with any covenant limitation on the amount or agreement made type of damages, compensation or benefits payable by you herein (or for the Indemnifying Party under any statutory scheme, including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) under any Worker s Compensation Acts, Disability Benefit Acts or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundEmployee Benefit Acts.

Indemnification. In The Company agrees to indemnify, defend and hold harmless the event that GS, Purchaser and the Manager, the Fund, or any of Purchaser’s Affiliates and their respective partnersofficers, officersmanagers, directors, managers, shareholders, agents, representativesemployees, subsidiaries, partners, members and affiliatescontrolling persons (each, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought the fullest extent permitted by or law from and against any person (including you) arising out of or based upon any alleged false representationand all losses, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein Claims (including, without limitation, your irrevocable agreement to fund your subscription amount in full any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the settlement due date) or in any other document furnished by you to any Indemnified Party in any action between the Company and the Indemnified Party or between the Indemnified Party and any third party (other than a third party who is an Affiliate of such Indemnified Party) or otherwise in the manner described in Section 8.2 below) or other liabilities (collectively, “Losses”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Company in this Agreement (subject to the expiration of the survival of such representations and warranties, as provided in Section 10.1). In connection with this transactionthe obligation of the Company to indemnify for expenses as set forth above, you will the Company shall, upon presentation of appropriate invoices containing reasonable detail, reimburse on demand the each Indemnified Parties Party for their legal and other all such expenses (including the cost reasonable fees, disbursements and other charges of any investigation and preparation) counsel incurred in connection therewith regardless of the outcome. You will also indemnify by the Indemnified Parties against Party in any losses, claims, damages action between the Company and the Indemnified Party or liabilities to which between the Indemnified Party and any third party (other than a third party who is an Affiliate of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable ) as they are incurred by such Indemnified Party as a result and to the extent so provided in Section 8.2 below; provided, however, that if an Indemnified Party is reimbursed under this Article VIII for any expenses, such reimbursement of such loss, claim, damage or liability in such proportion as expenses shall be refunded to the extent it is appropriate to reflect not only the relative benefits received by you on the one hand and finally judicially determined that the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition is not entitled to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundindemnification hereunder.

Indemnification. In The Borrower agrees to defend (with counsel satisfactory to the event that GSLender), the Managerprotect, the Fundindemnify, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, exonerate and affiliates, or any heirs, legal representatives, successors, hold harmless each Indemnified Party from and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein nature (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of any Indemnified Party), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities laws, Environmental Laws, commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement, including the making or issuance and management of the Loans, the use or intended use of the proceeds of the Loans, the enforcement of the Lender’s rights and remedies under this Agreement, any other document furnished by you instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities respect to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable matters determined by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdictionjurisdiction by final and nonappealable judgment to have been caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. Your reimbursementTo the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions Borrower shall satisfy such undertaking to the partnersmaximum extent permitted by applicable law. Any liability, employeesobligation, officers loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and controlling persons failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the Obligations of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundBorrower.

Indemnification. In the event that GSThe Company hereby agrees to indemnify, the Managerdefend and hold harmless Consultant, the Fund, or any of their respective partners, its officers, directors, managersprincipals, employees, affiliates, and shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, their successors and assigns of the foregoing from and against any and all claims, damages, losses, liability, deficiencies, actions, suits, proceedings, costs or legal expenses (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you"Losses") arising out of or based upon resulting from: (i) any alleged false breach of a representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full warranty by the settlement due dateCompany contained in this Agreement; or (ii) any activities or in services performed hereunder by Consultant, unless such Losses were the result of the intentional misconduct or gross misconduct of Consultant; or (iii) any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other all costs and expenses (including reasonable attorneys' and paralegals' fees) related to the cost foregoing, and as more fully described below. If Consultant receives written notice of the commencement of any investigation legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Section 5, Consultant shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a "Claim Notice"). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Consultant of its right to indemnity hereunder with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from Consultant with respect to any claim for indemnification which is based upon a claim made by a third party ("Third Party Claim"), Consultant may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. The Company shall cooperate in the defense of the Third Party Claim and preparation) incurred shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith regardless therewith. Consultant shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of Consultant unless the Company shall not have promptly employed counsel to assume the defense of the outcomeThird Party Claim, in which event such fees and expenses shall be borne solely by the Company. You will also indemnify The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the Indemnified Parties against any lossesprior written consent of Consultant. If the Company shall fail with reasonable promptness either to defend such Third Party Claim or to satisfy or settle the same, claimsConsultant may defend, damages satisfy or liabilities settle the Third Party Claim at the expense of the Company and the Company shall pay to which any Consultant the amount of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with Loss within ten (10) days after written demand therefor. The indemnification provisions hereunder shall survive the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundthis Agreement.

Indemnification. In Subject to the event that GSprovisions of this Section 4.4, the ManagerCompany will indemnify and hold the Purchasers, the FundPlacement Agent and their directors, officers, shareholders, partners, employees and agents (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser, or any of them or their respective partnersAffiliates, officersby any stockholder of the Company who is not an Affiliate of such Purchaser, directorswith respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s representation, managers, shareholders, agents, representatives, and affiliates, warranties or covenants under the Transaction Documents or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding agreements or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them understandings such Purchaser may become subject in connection have with any such matter stockholder or in connection with your failure to provide true and correct information any violations by the Purchaser of state or to otherwise comply with the provisions of paragraph 6 abovefederal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party. The Company will not be liable to any Purchaser Party under this Agreement (i) for any reason settlement by an Purchaser Party effected without the foregoing indemnification is unavailable to any Indemnified PartyCompany’s prior written consent, which shall not be unreasonably withheld or is insufficient to hold it harmless, then you will contribute delayed; or (ii) to the amount paid or payable by such Indemnified Party as extent, but only to the extent, that a result of such loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by the Purchasers in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on this Agreement or in the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundTransaction Documents.

Indemnification. In 1) Phage agrees to indemnify and hold harmless the event that GSPurchaser(s), the Managerits Affiliates, the Fundand each Person, if any, who controls Purchaser(s), or any of their its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, officers, directors, managers, shareholders, agents, representativesemployees, officers and affiliates, or any heirs, legal representatives, successors, and assigns Directors of the foregoing Purchasers, their Affiliates and any such Controlling Person (each an “a "Purchaser Indemnified Party” ") and collectively collectively, the “"Purchaser Indemnified Parties”) become involved in any capacity in any action"), proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representationand all losses, breach of warrantyclaims, or breach or failure by you to comply with any covenant or agreement made by you herein damages, liabilities and expenses (including, without limitationlimitation and as incurred, your irrevocable agreement reasonable costs of investigating, preparing or defending any such claim or action, whether or not such the Purchasers Indemnified Party is a party thereto, provided that Phage will not be obligated to fund your subscription amount in full by the settlement due date) or in any other document furnished by you advance such costs to any the Purchasers Indemnified Party other than the Purchasers unless it has received from such the Purchasers Indemnified Party an undertaking to repay to Phage the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such the Purchasers Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such the Purchasers Indemnified Party in connection with this transactionany investigative, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any lossesadministrative or judicial proceeding brought or threatened that relates to or arises out of, claims, damages or liabilities to which any of them may become subject is in connection with any such matter activities contemplated by any Transaction Agreement or any other services rendered in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If herewith; provided that Phage will not be responsible for any reason the foregoing indemnification is unavailable to any Indemnified Partyclaims, liabilities, losses, damages or is insufficient to hold it harmless, then you will contribute to the amount paid or payable expenses that are determined by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding final judgment of a court of competent jurisdiction. Your reimbursementjurisdiction to result from such the Purchasers Indemnified Party's gross negligence, indemnity willful misconduct or bad faith. 2) The Purchasers agrees to indemnify and contribution obligations under this paragraph 11 hold harmless Phage, its Affiliates, and paragraph 12 will be in addition to each Person, if any, who controls Phage, or any liability that you may otherwise haveof its Affiliates, will extend upon within the same terms meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and conditions to the partners, respective employees, officers and controlling persons Directors of Phage (each a "Company Indemnified Party") and collectively, the "Company Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Company Indemnified Party is a party thereto, provided that the Purchasers will not be binding upon and inure obligated to advance such costs to any Company Indemnified Party other than Phage unless it has received from such Company Indemnified Party an undertaking to repay to the benefit Purchaser the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Company Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such Company Indemnified Party in connection with any successorsinvestigative, assignsadministrative or judicial proceeding brought or threatened that relates to or arises out of, heirs and personal representatives or is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that the Purchasers will not be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of the a court of competent jurisdiction to result from such Company Indemnified Parties and any such personsParty's gross negligence, and will survive any transfer, redemption willful misconduct or withdrawal of your Interests and any dissolution or termination of the Fundbad faith.

Indemnification. In The Lenders severally agree to indemnify upon demand the event that GSAdministrative Agent, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representativesCollateral Agent, and affiliates, or each Related Party of any heirs, legal representatives, successors, and assigns of the foregoing (to the extent not reimbursed by the Borrower in accordance with its obligations under section 9.5), according to their respective Ratable Shares, and hold harmless each an “such Indemnitee from and against any and all Indemnified Party” and collectively the “Indemnified Parties”) become involved Liabilities in any capacity in any actionall cases, proceeding whether or investigation (including relating to taxes) brought not caused by or against any person (including you) arising arising, in whole or in part, out of or based upon the negligence of any alleged false representationRelated Party; provided, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by however that no Lender shall be liable for the settlement due date) or in any other document furnished by you payment to any Indemnified Related Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any portion of such Indemnified Party, or is insufficient to hold it harmless, then you will contribute Liabilities to the amount paid or payable extent determined in a final, nonappealable judgment by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdictionjurisdiction to have resulted from any such Related Party’s own gross negligence or willful misconduct; and provided further, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this section. Your reimbursementWithout limitation of the foregoing, indemnity each Lender agrees to reimburse the Agents promptly upon demand for its ratable share of any out-of-pocket expenses (including all fees, expenses and contribution obligations under disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel) incurred by any Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice in respect of rights or responsibilities under, this paragraph 11 and paragraph 12 will be in addition to Agreement or any liability that you may otherwise haveother Loan Document, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of extent that such Agent is not reimbursed for such by the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will Borrower. The undertaking in this Section shall survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundCommitments, the payment of all other Obligations and the resignation of any Agent.

Indemnification. In Counterparty and the event that GSOperating Partnership agree to indemnify and hold harmless Dealer, the Manager, the Fund, or any of its affiliates and its assignees and their respective partnersdirectors, officers, directorsemployees, managers, shareholders, agents, representatives, agents and affiliates, or any heirs, legal representatives, successors, controlling persons (Dealer and assigns of the foregoing (each such person being an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person and all losses (including you) arising out excluding, for the avoidance of or based upon any alleged false representationdoubt, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by financial losses resulting from the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless economic terms of the outcome. You will also indemnify the Indemnified Parties against any lossesTransactions), claims, damages and liabilities (or liabilities to which any of them may become subject actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with with, or relating to any such matter breach of any covenant or representation made by Counterparty in connection with your failure this Master Confirmation, any Supplemental Confirmation or the Agreement. Counterparty and the Operating Partnership will not be liable under the foregoing indemnification provision to provide true and correct information the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to otherwise comply with have resulted from Dealer’s breach of any covenant or representation made by Dealer in this Master Confirmation, any Supplemental Confirmation or the provisions Agreement or any willful misconduct, gross negligence or bad faith of paragraph 6 aboveany Indemnified Party. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, Party or is insufficient to hold it harmlessharmless any Indemnified Party, then you will contribute Counterparty and the Operating Partnership shall contribute, to the maximum extent permitted by law, to the amount paid or payable by such the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand liability. In addition, Counterparty and the Operating Partnership will reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim covered by this Section 9 or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty or the other but also the relative fault of you Operating Partnership. Counterparty and the Operating Partnership also agree that no Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to shall have any liability that you may otherwise haveto Counterparty, will extend upon the same terms Operating Partnership or any person asserting claims on behalf of or in right of Counterparty or the Operating Partnership in connection with or as a result of any matter referred to in this Master Confirmation and conditions any Supplemental Confirmation except to the partnersextent that any losses, employeesclaims, officers and controlling persons damages, liabilities or expenses incurred by Counterparty or the Operating Partnership result from the Dealer’s breach of any covenant or representation made by the Dealer in this Master Confirmation, any Supplemental Confirmation or the Agreement or any willful misconduct, gross negligence or bad faith of any Indemnified Party. The provisions of this Section 9 shall survive the completion of the Indemnified PartiesTransactions contemplated by this Master Confirmation and any Supplemental Confirmation and any assignment and/or delegation of the Transactions made pursuant to the Agreement, will be binding upon and this Master Confirmation or any Supplemental Confirmation shall inure to the benefit of any successorspermitted assignee of Dealer. For the avoidance of doubt, assigns, heirs and personal representatives any payments due as a result of this provision may not be used to set off any obligation of Dealer upon settlement of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundTransactions.

Indemnification. In You agree to defend, indemnify, and hold harmless the event Company, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claims, and expenses, including attorney’s fees, that GS, the Manager, the Fundarise from your use of this site, or any services, information or products from this site, or any violation of their respective partnersthis Agreement. The Company reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses. LEGAL COMPLIANCE Company may suspend or terminate this Agreement or User’s use immediately upon receipt of any notice which alleges that User has used this site for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, managerscontractors or employees. In such event, shareholdersCompany may disclose the User’s identity and contact information, agents, representativesif requested by a government or law enforcement body or as a result of a subpoena or other legal action, and affiliates, Company shall not be liable for damages or results thereof and User agrees not to bring any heirs, legal representatives, successors, and assigns action or claim against Company for such disclosure. CHOICE OF LAW AND FORUM This site (excluding third party linked sites) is controlled by the Company from its offices within the Kingdom of the foregoing (Netherlands. It can be access from other countries around the world to the extent permitted by site. As each an “Indemnified Party” of these places has laws that may differ from the Kingdom of the Netherlands, by accessing this site, both you and collectively the “Indemnified Parties”) become involved in Company agree that the statues and laws of the Kingdom of the Netherlands shall apply to any capacity in any action, proceeding actions or investigation (including relating to taxes) brought by or against any person (including you) claims arising out of or based upon any alleged false representation, breach in relation to this Agreement or your use of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (includingthis site, without limitationregard to conflicts of laws principles thereof. You and the Company also agree and hereby submit to the filing of any claim only in the exclusive personal jurisdiction and venue of the Kingdom of the Netherlands and any legal proceedings shall be conducted in the Dutch language. The Company makes no representation that materials on this site are appropriate or available for use in other locations, your irrevocable agreement to fund your subscription amount in full and accessing them from territories where their contents are illegal is prohibited. This Agreement shall not be governed by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transactionUnited Nations Convention on Contracts for the Sale of Goods. CLAIMS OR REPRESENTATIONS EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT THIS PRODUCT AND IT’S POTENTIAL. EVEN THOUGH THIS INDUSTRY IS ONE OF THE FEW WHERE ONE CAN WRITE THEIR OWN CHECK IN TERMS OF EARNINGS, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcomeTHERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS IN THESE MATERIALS. You will also indemnify the Indemnified Parties against any lossesEXAMPLES IN THESE MATERIALS ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING OUR PRODUCT, claimsIDEAS AND TECHNIQUES. WE DO NOT PURPORT THIS AS A “GET RICH SCHEME.” ANY CLAIMS MADE OF ACTUAL EARNINGS OR EXAMPLES OF ACTUAL RESULTS CAN BE VERIFIED UPON REQUEST. YOUR LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN OUR MATERIALS DEPENDS ON THE TIME YOU DEVOTE TO THE PROGRAM, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 aboveIDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE AND VARIOUS SKILLS. If for any reason the foregoing indemnification is unavailable to any Indemnified PartySINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, or is insufficient to hold it harmlessWE CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL. NOR ARE WE RESPONSIBLE FOR ANY OF YOUR ACTIONS. MATERIALS IN OUR PRODUCT AND OUR WEBSITE MAY CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE USA SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS GIVE OUR EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE. ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS OUR OPINION OF EARNINGS POTENTIAL. MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSES, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundIN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL.

Indemnification. In Tenant shall indemnify, defend, and hold harmless Landlord from any and all claims of liability asserted against Landlord and Landlord Parties by a third party, including without limitation any agency or instrumentality of the event that GSfederal, the Manager, the Fundstate, or any local government, for bodily injury, including death of their respective partnersa person, officers, directors, managers, shareholders, agents, representatives, and affiliatesphysical damage to or loss of use of property, or any heirs, legal representatives, successors, and assigns of the foregoing cleanup activities (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding remedial or investigation (including relating to taxes) brought by or against any person (including youremoval) arising out of or based upon any alleged false representation, breach of warrantyrelating to the release, or breach threat of release, of a Hazardous Material existing at or failure emanating from the Premises, to the extent caused by you Tenant or Tenant Parties during or prior to comply the Term of this Lease, or to the extent caused by any third party other than Landlord or Landlord Parties during the Term (provided, however, that Tenant shall have no indemnification obligations, and no liability under this Lease, with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement respect to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost migration of any investigation Hazardous Material on or under the Premises from adjacent properties). Other than those matters for which Tenant is obligated to indemnify Landlord, Landlord shall indemnify, defend, and preparation) incurred in connection therewith regardless hold harmless Tenant from and against any and all claims of liability asserted against Tenant by a third party, including without limitation any agency or instrumentality of the outcome. You will also indemnify federal, state, or local government, for bodily injury, including death of a person, physical damage to or loss of use of property, or cleanup activities (remedial or removal) arising out of or relating to the Indemnified release or threat of release of any Hazardous Material existing at or emanating from the Premises to the extent caused by Landlord or Landlord Parties against any losses, claims, damages during or liabilities to which any after the Term of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information this Lease or to otherwise comply the extent caused by any third party other than Tenant or Tenant Parties with respect to the migration of any Hazardous Material on or under the Premises from adjacent properties. Neither party shall be required to indemnify, defend or hold harmless the other for any Hazardous Material existing at or emanating from the Premises prior to the Term of this Lease due to the acts or omissions of a third party; provided, however, that Landlord and Tenant each shall have the right (and each party shall reasonably cooperate with the provisions of paragraph 6 above. If other in that regard) to enforce for any reason its own benefit the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Partiesenvironmental indemnification/remediation provisions set forth in or implemented pursuant to (a) Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions between ▇▇▇▇▇▇ Healthcare Corporation and Tenant dated March 12, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons1996, and will survive any transfer(b) Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions between ▇▇▇▇▇▇ Healthcare Corporation and Tenant dated January 15, redemption or withdrawal of your Interests 1996 (collectively, the “Environmental Indemnity Agreements”) covering certain existing Hazardous Material contamination and any dissolution or termination of remediation currently taking place at the FundPremises.

Indemnification. In 7.1 To the event that GSfullest extent permitted by law, and subject to the Managerlimitations set forth in Section 6 of this Agreement, each Party (the Fund"Indemnifying Party") shall indemnify and hold harmless the other Party, or any of and its current and future direct and indirect parent companies, affiliates and their respective partnersshareholders, officers, directors, managers, shareholdersemployees, agents, representativesservants and assigns (collectively, the "Indemnified Party") and affiliatesat the Indemnified Party's option, the Indemnifying Party shall defend the Indemnified Party from and against any and all claims and/or liabilities for losses, expenses, damage to property, injury to or death of any person, including, but not limited to, the Indemnified Party's employees and its affiliates employees, subcontractors and subcontractors employees, or any heirsother liability incurred by the Indemnified Party, including reasonable expenses, legal representativesand otherwise, successorswhich shall include reasonable attorneys' fees, and caused wholly or in part by any negligent, grossly negligent or willful act or omission by the Indemnifying Party, its officers, directors, employees, agents or assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of this Agreement, except to the extent caused wholly or based upon in part by any alleged false representationnegligent, breach grossly negligent or willful act or omission of warrantythe Indemnified Party. 7.2 If any claim covered by Section 7.1 is brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in, and unless in the opinion of counsel for the Indemnified Party a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of the Indemnified Party, or breach if a conflict precludes the Indemnifying Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party's defense through separate counsel of the Indemnified Party's choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or failure punitive damages of any kind whatsoever, whether in contract, tort or strict liability. 7.3 The Indemnifying Party's obligation to indemnify under this Section 7 shall survive termination of this Agreement, and shall not be limited in any way by you to comply with any covenant limitation on the amount or agreement made type of damages, compensation or benefits payable by you herein (or for the Indemnifying Party under any statutory scheme, including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) under any Worker's Compensation Acts, Disability Benefit Acts or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundEmployee Benefit Acts.

Indemnification. In The Company agrees to indemnify, defend and hold harmless the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, Indemnified Parties from and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representationand all claims, breach of warrantydamages, or breach or failure by you to comply with any covenant or agreement made by you herein losses, liabilities, actions, suits, proceedings and expenses (including, without limitation, your irrevocable agreement fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of this Agreement (including as a result of any breach or inaccuracy of any representation, warranty or covenant of the Company herein), the other Transaction Documents, or the transactions contemplated hereby or thereby, any use made or proposed to fund your subscription amount in full be made by the settlement due date) Company with the proceeds of the Common Stock Equity Offering, or in any other document furnished by you claim, litigation, investigation, inquiry or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable and documented fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with this transactioninvestigating, you will reimburse on demand the Indemnified Parties for their legal and preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other expenses (including the cost of proceeding relating to any investigation and preparation) incurred in connection therewith regardless of the outcomeforegoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a Final Order to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. You will also indemnify No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Indemnified Parties against any lossesCompany, claims, damages or liabilities to which any of them may become subject in connection with any such matter for or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Partytransactions contemplated hereby, or is insufficient to hold it harmless, then you will contribute except to the amount paid or payable by extent such Indemnified Party as liability is found in a result of such lossfinal, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding non-appealable order of a court of competent jurisdictionjurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. Your reimbursementIn no event, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will however, shall the Company or any Indemnified Party be in addition to liable on any theory of liability that you may otherwise havefor any special, will extend upon indirect, consequential or punitive damages. Without the same terms and conditions to the partners, employees, officers and controlling persons prior written consent of the Indemnified Parties, the Company agrees that it will be binding upon and inure to the benefit not enter into any settlement of any successorslawsuit, assignsclaim or other proceeding arising out of this Agreement, heirs the other Transaction Documents, or the transactions contemplated hereby or thereby, unless such settlement (i) includes an explicit and personal representatives unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties and any by the Company or representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, and will survive any transferclaim, redemption or withdrawal other proceeding arising out of your Interests and any dissolution this Agreement, the other Transaction Documents, or termination the transactions contemplated hereby or thereby without the prior written consent of the FundCompany (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for (x) any violation of Law by such Indemnified Party, or (y) to the extent that a claim, damage, loss, liability or expense is attributable to the Purchaser’s breach of any of the representations, warranties, covenants or agreements made by the Purchaser in this Agreement or in the other Transaction Documents.

Indemnification. In the event that GS(a) The Borrower hereby indemnifies and holds harmless each Finance Party, the Manager, the Fund, or any Funding Agents and each of their respective partners, Affiliates and their (and their Affiliates’) respective officers, directorsadvisors, managersdirectors and employees (collectively, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved from and against any and all claims, damages, losses, liabilities, costs and expenses (including fees and disbursements of counsel, which must be reasonable so long as no Event of Default is continuing), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including in connection with any capacity in any actioninvestigation, litigation or proceeding or investigation (including relating to taxes) brought by or against any person (including you) the preparation of a defence in connection therewith), in each case arising out of or based upon in connection with or by reason of this Agreement, the other Finance Documents, the Funding Agreement or the transactions contemplated hereby or thereby or any alleged false representationactual or proposed use of the proceeds of the Loans (collectively, the “Indemnified Liabilities”), except (i) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s gross negligence or wilful misconduct or is a claim, damage, loss, liability or expense which would have been compensated under other provisions of the Finance Documents but for any exclusions applicable thereunder and (ii) with respect to claims, damages, losses, liability or expenses arising solely under the Funds Flow Agreement, to the extent the same are not attributable to the Borrower’s breach of warrantythe terms thereof. (b) In the case of an investigation, litigation or breach other proceeding to which the indemnity in this Clause 13.6 (Indemnification) applies, such indemnity shall be effective whether or failure by you to comply with any covenant not such investigation, litigation or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full proceeding is brought by the settlement due date) Borrower, any of its directors, security holders or in creditors, an Indemnified Party or any other document furnished Person or an Indemnified Party is otherwise a party thereto. (c) Each Indemnified Party shall: (i) furnish the Borrower with prompt notice of any action, suit or other claim covered by you this Clause 13.6 (Indemnification); (ii) not agree to any settlement or compromise of any such action, suit or claim without the Borrower’s prior consent; (iii) cooperate fully in the Borrower’s defence of any such action, suit or other claim (provided that the Borrower shall reimburse such Indemnified Party for its out-of- pocket expenses incurred pursuant hereto, which must be reasonable so long as no Event of Default is continuing); and (iv) at the Borrower’s request, permit the Borrower to assume control of the defence of any such claim, other than regulatory, supervisory or similar investigations, provided that: (A) the Borrower acknowledges in writing its obligations to indemnify such Indemnified Party in connection accordance with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject terms herein in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with claims; (B) the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by Borrower shall keep such Indemnified Party fully informed with respect to the conduct of the defence of such claim; (C) the Borrower shall consult in good faith with such Indemnified Party (from time to time and before taking any material decision) about the conduct of the defence of such claim; (D) the Borrower shall conduct the defence of such claim properly and diligently taking into account its own interests and those of such Indemnified Party; (E) the Borrower shall employ counsel reasonably acceptable to such Indemnified Party and at the Borrower’s expense; and (F) the Borrower shall not enter into a settlement with respect to such claim unless either: (I) such settlement involves only the payment of a monetary sum, does not include any performance by or an admission of liability or responsibility on the part of such Indemnified Party and contains a provision unconditionally releasing such Indemnified Party and each other Indemnified Party from, and holding all such Persons harmless against, all liability in respect of claims by any releasing party; or (II) such Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or delayed). (d) Notwithstanding the Borrower’s election to assume the defence of an action, suit or other claim pursuant to paragraph (c) above, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such action, suit or claim and the Borrower shall bear the fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnified Party and such Indemnified Party shall have concluded that there may be legal defences available to it which are different from or additional to those available to the Borrower and determined that it is necessary to employ separate counsel in order to pursue such defences (in which case the Borrower shall not have the right to assume the defence of such action on such Indemnified Party’s behalf); (iii) the Borrower shall not have employed counsel reasonably acceptable to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the institution of such action; or (iv) the Borrower authorises such Indemnified Party to employ separate counsel at the Borrower’s expense. (e) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: (i) making or filing a claim or proof against the Borrower; (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings; the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Indemnified Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of such loss, claim, damage the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or liability in such proportion as is appropriate rates of exchange available to reflect not only the relative benefits received by you on the one hand and the that Indemnified Party on at the other but also the relative fault time of you and the Indemnified Party upon the finding its receipt of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundSum.

Indemnification. In The Borrower agrees to indemnify and hold harmless the event that GSBanks, the ManagerIssuing Banks, the FundLead Arrangers and the Administrative Agent and their affiliates, or any of as well as their respective partnersand their affiliates’ shareholders, directors, agents, officers, directors, managers, shareholders, agents, representatives, subsidiaries and affiliates, from and against all damages, losses, settlement payments, obligations, liabilities, claims, suits, penalties, assessments, citations, directives, demands, judgments, actions or any heirscauses of action, legal representatives, successorswhether statutorily created or under the common law, and assigns reasonable costs and expenses incurred, suffered, sustained or required to be paid by an indemnified party by reason of or resulting from the transactions contemplated hereby, except any of the foregoing (each an “Indemnified Party” and collectively which result from the “Indemnified Parties”) become involved in any capacity in any action, proceeding gross negligence or investigation (including relating to taxes) brought by willful misconduct of such indemnified party or against any person (including you) arising out of or based upon any alleged false representation, a material breach of warranty, the obligations of such indemnified party under this Agreement or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in under any other document furnished Loan Document, as determined by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursementIn any investigation, indemnity enforcement matter, proceeding or litigation, or the preparation therefor, the Banks, the Issuing Banks, the Lead Arrangers and contribution obligations under this paragraph 11 and paragraph 12 will the Administrative Agent shall be entitled to select their own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel (including the non-duplicative allocated cost of internal counsel), and settlement costs. In the event of the commencement of any liability that you may otherwise havesuch proceeding or litigation against the Banks or Administrative Agent by third parties, will extend upon the same terms and conditions Borrower shall be entitled to participate in such proceeding or litigation with counsel of their choice at their expense. In the case of an investigation, litigation or proceeding to which the indemnity in this §16 applies, such indemnity shall be effective, subject to the partnerslimitations herein, employeeswhether or not such investigation, officers litigation or proceeding is brought by the Borrower, the Borrower’s equityholders, affiliates or creditors or such an indemnified party, whether or not such indemnified party is otherwise a party thereto and controlling persons whether or not the transactions contemplated hereby are consummated. The covenants of this §16 shall survive payment or satisfaction of payment of amounts owing with respect to any Note or the Indemnified PartiesLoans and satisfaction of all the Obligations hereunder and under the Loan Documents, will be binding upon and inure to the benefit of any successorsIT BEING THE INTENT OF THE PARTIES HERETO THAT ALL SUCH INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR ORDINARY SOLE, assignsCOMPARATIVE OR CONTRIBUTORY NEGLIGENCE. WITHOUT LIMITATION OF THE FOREGOING, heirs and personal representatives of the Indemnified Parties and any such personsNO PARTY SHALL BE LIABLE TO ANY OTHER PARTY IN RESPECT OF ANY INDIRECT, and will survive any transferCONSEQUENTIAL OR PUNITIVE DAMAGES ASSERTED BY SUCH OTHER PARTY WITH RESPECT TO THE MATTERS CONTEMPLATED BY THIS AGREEMENT, redemption or withdrawal of your Interests and any dissolution or termination of the FundANY OTHER LOAN DOCUMENT OR ANY USE MADE OR TO BE MADE WITH THE PROCEEDS OF ANY CREDIT EXTENSION HEREUNDER OR THEREUNDER.

Indemnification. In Each party required to deliver an Assessment of Compliance and an Accountant’s Attestation and/or an Item 1123 Certification under Article XIII (each, a “Responsible Party) shall indemnify and hold harmless the event that GSTrust Administrator, the Manager, Master Servicer and the Fund, or any Depositor and each of their respective partnersdirectors, officers, directors, managers, shareholdersemployees, agents, representatives, and affiliates, or any heirs, legal representatives, successors, affiliates from and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) any alleged false representationbreach by such Responsible Party of any if its obligations under this Article XIII including particularly its obligation to provide any Back-Up Certification, breach any Assessment of warrantyCompliance and an Accountant’s Attestation and/or an Item 1123 Certification or any information, data or materials required to be included in any 1934 Act report,, (b) any misstatement or omission in any information, data or materials provided by such Responsible Party (or, in the case of the Trust Administrator or Master Servicer, any material misstatement or material omission in (i) any 1123 Certification, Assessment of Compliance or Accountant’s Attestation delivered by it, or breach by any Servicing Function Participant engaged by it, pursuant to this Agreement or failure by you to comply with (ii) any covenant additional Form 10-D, Form 10-K or agreement made by you herein Form 8-K disclosure concerning the Master Servicer or the Trust Administrator, or (includingc) the negligence, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) bad faith or in any other document furnished by you to any Indemnified willful misconduct of such Responsible Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost performance of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 aboveif its obligations hereunder. If the indemnification provided for any reason the foregoing indemnification herein is unavailable to any Indemnified Party, or is insufficient to hold it harmlessharmless the Master Servicer, the Trust Administrator or the Depositor, then you will each Responsible Party agrees that it shall contribute to the amount paid or payable by such Indemnified Party Trust Administrator, the Master Servicer or the Depositor, as applicable, as a result of such lossany claims, claimlosses, damage damages or liability liabilities incurred by the Master Servicer, the Trust Administrator or the Depositor, as applicable, in such proportion as is appropriate to reflect not only the relative benefits received by you fault of Trust Administrator or the Depositor, as applicable, on the one hand and the Indemnified Party such Responsible Party, on the other but also other. This indemnification shall survive the relative fault termination of you and this Agreement or the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit termination of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundparty to this Agreement.

Indemnification. In (a) To the event that GSfullest extent permitted by law, the ManagerFund shall, subject to Section 6(c) of this Agreement, indemnify the Indemnified Parties against, and hold them harmless from, all losses, claims, damages, liabilities, costs and expenses arising by reason of being or having been Administrator to the Fund, or any the past or present performance of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of services to the foregoing (each an “Fund in accordance with this Agreement by the Indemnified Party” and collectively , except to the “Indemnified Parties”) become involved extent that the loss, claim, damage, liability, cost or expense has been finally determined in any capacity a judicial decision on the merits from which no further appeal may be taken in any action, suit, investigation or other proceeding to have been incurred or investigation (including relating to taxes) brought suffered by or against any person (including you) arising out the Indemnified Party by reason of or based upon any alleged false representationwillful misfeasance, breach of warrantybad faith, gross negligence, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount reckless disregard of the duties involved in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand conduct of the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcomeParty’s office. You will also indemnify the Indemnified Parties against any These losses, claims, damages damages, liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or liabilities as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the Indemnified Party may be or may have been involved as a party or otherwise, or with which such Indemnified Party may be or may have been threatened, while in office or thereafter. The rights of indemnification provided under this Section 6 are not to be construed so as to provide for indemnification of an Indemnified Party for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 6. (b) Expenses, including counsel fees and expenses, incurred by any Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the Indemnified Party to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 6(a) of this Agreement, so long as (i) the Indemnified Party provides security for the undertaking; (ii) the Fund is insured by or on behalf of the Indemnified Party against losses arising by reason of the Indemnified Party’s failure to fulfill his, her or its undertaking, or (iii) a quorum of the Independent Trustees (excluding any Trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement), or independent legal counsel, in a written opinion, determines, based on a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Party will ultimately be found to be entitled to indemnification. (c) As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which the proceeding has been brought, that an Indemnified Party is liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office, indemnification shall be provided in accordance with Section 6(a) of this Agreement if: (i) approved as in the best interests of the Fund by a majority of the Independent Trustees (excluding any Trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the Indemnified Party acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the Indemnified Party is not liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office or (ii) the Board of Trustees secures a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the Indemnified Party against any liability to the Fund or its Stockholders to which the Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. (d) Any indemnification or advancement of expenses made in accordance with this Section 6 shall not prevent the recovery from any Indemnified Party of any amount if the Indemnified Party subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its Stockholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the Indemnified Party’s office. In any suit brought by an Indemnified Party to enforce a right to indemnification under this Section 6 it shall be a defense that, and in any suit in the name of the Fund to recover any indemnification or advancement of expenses made in accordance with this Section 6 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the Indemnified Party has not met the applicable standard of conduct described in this Section 6. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 6, the burden of proving that the Indemnified Party is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 6 shall be on the Fund (or on any Stockholder acting derivatively or otherwise on behalf of the Fund or its Stockholders). (e) An Indemnified Party may not satisfy any right of indemnification or advancement of expenses granted in this Section 6 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no Stockholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. (f) The rights of indemnification provided in this Section 6 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 6 shall affect the power of them may become subject in connection with any such matter the Fund to purchase and maintain liability insurance on behalf of the Administrator or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.

Indemnification. In the event that GS(a) The Borrower hereby indemnifies and holds harmless each Finance Party, the Manager, the Fund, or any Funding Agents and each of their respective partners, Affiliates and their (and their Affiliates’) respective officers, directorsadvisors, managersdirectors and employees (collectively, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved from and against any and all claims, damages, losses, liabilities, costs and expenses (including fees and disbursements of counsel, which must be reasonable so long as no Event of Default is continuing), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party (including in connection with any capacity in any actioninvestigation, litigation or proceeding or investigation (including relating to taxes) brought by or against any person (including you) the preparation of a defence in connection therewith), in each case arising out of or based upon in connection with or by reason of this Agreement, the other Finance Documents, the Funding Agreement or the transactions contemplated hereby or thereby or any alleged false representationactual or proposed use of the proceeds of the Loans (collectively, the “Indemnified Liabilities”), except (i) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s gross negligence or wilful misconduct or is a claim, damage, loss, liability or expense which would have been compensated under other provisions of the Finance Documents but for any exclusions applicable thereunder and (ii) with respect to claims, damages, losses, liability or expenses arising solely under the Funds Flow Agreement, to the extent the same are not attributable to the Borrower’s breach of warrantythe terms thereof. (b) In the case of an investigation, litigation or breach other proceeding to which the indemnity in this Clause 13.6 (Indemnification) applies, such indemnity shall be effective whether or failure by you to comply with any covenant not such investigation, litigation or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full proceeding is brought by the settlement due date) Borrower, any of its directors, security holders or in creditors, an Indemnified Party or any other document furnished Person or an Indemnified Party is otherwise a party thereto. (c) Each Indemnified Party shall: (i) furnish the Borrower with prompt notice of any action, suit or other claim covered by you this Clause 13.6 (Indemnification); (ii) not agree to any settlement or compromise of any such action, suit or claim without the Borrower’s prior consent; (iii) cooperate fully in the Borrower’s defence of any such action, suit or other claim (provided that the Borrower shall reimburse such Indemnified Party for its out-of-pocket expenses incurred pursuant hereto, which must be reasonable so long as no Event of Default is continuing); and (iv) at the Borrower’s request, permit the Borrower to assume control of the defence of any such claim, other than regulatory, supervisory or similar investigations, provided that: (A) the Borrower acknowledges in writing its obligations to indemnify such Indemnified Party in connection accordance with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject terms herein in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with claims; (B) the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by Borrower shall keep such Indemnified Party fully informed with respect to the conduct of the defence of such claim; (C) the Borrower shall consult in good faith with such Indemnified Party (from time to time and before taking any material decision) about the conduct of the defence of such claim; (D) the Borrower shall conduct the defence of such claim properly and diligently taking into account its own interests and those of such Indemnified Party; (E) the Borrower shall employ counsel reasonably acceptable to such Indemnified Party and at the Borrower’s expense; and (F) the Borrower shall not enter into a settlement with respect to such claim unless either: (I) such settlement involves only the payment of a monetary sum, does not include any performance by or an admission of liability or responsibility on the part of such Indemnified Party and contains a provision unconditionally releasing such Indemnified Party and each other Indemnified Party from, and holding all such Persons harmless against, all liability in respect of claims by any releasing party; or (II) such Indemnified Party provides written consent to such settlement (such consent not to be unreasonably withheld or delayed). (d) Notwithstanding the Borrower’s election to assume the defence of an action, suit or other claim pursuant to paragraph (c) above, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such action, suit or claim and the Borrower shall bear the fees, costs and expenses of such separate counsel if: (i) the use of counsel chosen by the Borrower to represent such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnified Party and such Indemnified Party shall have concluded that there may be legal defences available to it which are different from or additional to those available to the Borrower and determined that it is necessary to employ separate counsel in order to pursue such defences (in which case the Borrower shall not have the right to assume the defence of such action on such Indemnified Party’s behalf); (iii) the Borrower shall not have employed counsel reasonably acceptable to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the institution of such action; or (iv) the Borrower authorises such Indemnified Party to employ separate counsel at the Borrower’s expense. (e) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: (i) making or filing a claim or proof against the Borrower; (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings; the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Indemnified Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of such loss, claim, damage the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or liability in such proportion as is appropriate rates of exchange available to reflect not only the relative benefits received by you on the one hand and the that Indemnified Party on at the other but also the relative fault time of you and the Indemnified Party upon the finding its receipt of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundSum.

Indemnification. In the event that GS13.1 Any claim, the Managersuit, the Fundloss, judgment, damages, fines or any of their respective partnersexpenses (hereinafter collectively referred to as a “Loss”) sustained by Party B, its directors, officers, directorsemployees, managers, shareholders, agents, representatives, and affiliates, agents or any heirs, legal representatives, successors, and assigns of the foregoing representatives (each an “Indemnified Party” and hereinafter collectively the referred to as “Indemnified Parties”) become involved in any capacity in any actionthe performance of their duties under this Agreement, proceeding or investigation (including relating to taxes) brought shall be fully indemnified by or Party A. Party A shall hold each Indemnified Party harmless against any person (including you) arising out such Loss and/or liability, unless it is finally determined through legal or administrative procedures or consultations between Party A and Party B that such Loss and/or liability is caused due to the fault of such Indemnified Party. 13.2 Notwithstanding any other provision of this Agreement, Indemnified Parties shall not be responsible for any loss of Party A or based upon any alleged false representation, breach of warrantythird party caused by any action or inaction, or breach or failure by you to comply with any covenant or agreement made by you herein (includingerroneous decision, without limitation, your irrevocable agreement to fund your subscription amount in full by on the settlement due date) or in any other document furnished by you to any Indemnified part of an Indemnity Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution discharging its obligations under this paragraph 11 Agreement, unless it is finally determined through legal or administrative procedures or consultations between Party A and paragraph 12 will be in addition to any liability Party B that you may otherwise have, will extend upon the same terms and conditions such loss was incurred due to the partnersfault of such Indemnified Party. 13.3 If, employeesbased on the experiences, officers and controlling persons capabilities or qualifications of the Indemnified Parties, will the losses described in the above two sections can or should be binding upon and inure to the benefit of any successorsexpected, assigns, heirs and personal representatives of the Indemnified Parties shall promptly notify Party A of the possibility of such losses and any such personsfulfill appropriate duties and obligations as agreed herein. Otherwise, and the Indemnified Parties will not be indemnified according to this indemnity clause. 13.4 This indemnity clause shall survive any transfer, redemption or withdrawal of your Interests and any dissolution or the termination of this Agreement, regardless of the Fundmanner in which this Agreement is terminated.

Indemnification. In Except as otherwise provided in this Section 11, Seller (the event that GS“Indemnifying Party”) agrees to indemnify, the Managerdefend and hold harmless each of Buyer, the Fund, or any of Company and their Affiliates and their respective partners, officers, directors, managers, shareholders, agents, representativesemployees, subsidiaries, partners, members and affiliatescontrolling Persons (each, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought the fullest extent permitted by or law from and against any person and all losses, actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations or written threats thereof (including youcollectively, “Claims”) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the settlement due date) or in any other document furnished by you to any Indemnified Party in any action between Seller and an Indemnified Party or between an Indemnified Party and any third party or otherwise) or other liabilities resulting from or arising out of any breach of any representation or warranty, covenant or agreement by Seller in this Agreement, or relating to any Excluded Liabilities (collectively, “Losses”). In connection with this transactionthe obligation of Seller to indemnify for Losses as set forth above, you will Seller shall, upon presentation of appropriate invoices containing reasonable detail, reimburse on demand each Indemnified Party for all such Losses (including reasonable fees, disbursements and other charges of counsel incurred by the Indemnified Parties for their legal and other expenses (including the cost of Party in any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand action between Seller and the Indemnified Party on the other but also the relative fault of you and or between the Indemnified Party upon and any third party) as they are incurred by such Indemnified Party. The Parties agree to treat indemnification payments under this Section 11.1 as adjustments to the finding Purchase Price for Tax purposes. If Seller contest a Claim by the Buyer against them, they will not be responsible for paying the submitted invoice until either they agree as to the validity and amount of the Claim or the validity and amount of the Claim have been adjudicated by an arbitration as provided in Section 13.6 or by a court of competent jurisdictionjurisdiction after exhaustion of all appeals. Your reimbursementB▇▇▇▇ likewise agrees to indemnify, indemnity defend and contribution obligations under this paragraph 11 hold harmless each of Seller and paragraph 12 will be in addition to any liability that you may otherwise haveits Affiliates and their respective officers, will extend upon the same terms and conditions to the partnersdirectors, managers, agents, employees, officers subsidiaries, partners, members and controlling persons Persons (each, a “Seller Indemnified Party”) to the fullest extent permitted by law from and against any and all Claims (including, without limitation, any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the Seller Indemnified Party in any action between Buyer and a Seller Indemnified Party or between a Seller Indemnified Party and any third party or otherwise) or other liabilities resulting from or arising out of any breach of any representation or warranty, covenant or agreement by Buyer in this Agreement, or relating to operation of the Business after the Closing Date. An Indemnified Parties, will Party or Seller Indemnified Party may each be binding upon and inure referred to the benefit of any successors, assigns, heirs and personal representatives of the herein as an Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundParty.

Indemnification. In (a) To the event that GSfullest extent permitted by law, the Manager, the FundPartnership shall indemnify and hold harmless each Indemnified Party who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of their respective partnersthe Partnership), officersfrom and against any and all claims, directorslosses, managersliabilities, shareholders, agents, representativesdamages, and affiliates, or expenses of any heirs, legal representatives, successors, kind for which such Person has not otherwise been reimbursed to which such Indemnified Party may become subject and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising arise out of or based upon in connection with the business of the Partnership or the performance by the Indemnified Party of any alleged false representation, breach of warranty, its responsibilities hereunder or breach or failure by you to comply with any covenant or agreement made by you herein under the Investment Management Agreement (including, without limitation, your irrevocable agreement all reasonable costs and expenses of attorneys, defense, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against such Indemnified Party or the Partnership (including, without limitation, formal and informal inquiries, sweep examinations and any type of similar regulatory and/or governmental requests) actually and reasonably incurred by such Person in connection with such action, suit or proceeding) (collectively, “Indemnified Losses”); provided, that an Indemnified Party shall be entitled to indemnification for Indemnified Losses hereunder only to the extent that such Indemnified Losses are not attributable to such Indemnified Party’s intentional and material breach of this Agreement or the Investment Management Agreement, gross negligence, fraud, willful misconduct or bad faith. The satisfaction of any indemnification and any saving harmless pursuant to this Section 4.3(a) shall be from and limited to Partnership assets, no Limited Partner shall have any obligation to make capital contributions to fund your subscription amount its share of any indemnification obligations under this Section 4.3(a) and no Partner shall have any personal liability on account thereof. (b) Expenses reasonably incurred by an Indemnified Party in full defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the settlement due datePartnership prior to the final disposition thereof upon receipt of an undertaking in writing by or on behalf of the Indemnified Party to repay such amount to the extent that it shall be determined ultimately that such Indemnified Party is not entitled to be indemnified hereunder. Notwithstanding the foregoing, no advances shall be made by the Partnership under this Section 4.3(b), without the prior written approval of the General Partner (which may be given or withheld in its sole discretion with respect to any aspect thereof). (c) or in any other document furnished by you to The right of any Indemnified Party to the indemnification provided herein shall be cumulative of, and in connection with this transactionaddition to, you will reimburse on demand the Indemnified Parties for their legal any and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities all rights to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party may otherwise be entitled by contract (including, without limitation, any contract with the Partnership) or as a matter of law or equity and shall extend to such Indemnified Party’s successors, assigns and legal representatives. (d) Any Indemnified Party entitled to indemnification from the Partnership hereunder shall first seek recovery and diligently pursue such other source under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be. If an Indemnified Party is a Person other than the General Partner, such Person shall obtain the written consent of the General Partner prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such lossPerson; and if liabilities arise out of the conduct of the affairs of the Partnership and any other Person for which the Person entitled to indemnification from the Partnership hereunder was then acting in a similar capacity, claimthe amount of the indemnification provided by the Partnership shall be limited to the Partnership’s proportionate share thereof as determined in good faith by the General Partner in light of its fiduciary duties to the Partnership and the Limited Partners. (e) Nothing in this Section 4.3 will be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, damage under certain circumstances, impose liability even on persons acting in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but otherwise will be construed so as to effectuate these provisions to the full extent permitted by law. (f) Notwithstanding anything to the contrary herein, and for the avoidance of doubt, the Partnership’s obligations under this Section 4.3 are not intended to render the Partnership as a primary indemnitor for purposes of the indemnification, advancement of expenses and related provisions under the corporation or liability other applicable law governing an entity in which the Main Fund makes an investment, it being agreed that an Indemnified Party shall first seek to be so indemnified and have such proportion expenses advanced by such entity (or applicable insurance policies maintained by such entity). Inasmuch as the Partnership is appropriate intended to reflect not only be secondarily liable in respect of losses, damages and expenses that are otherwise primarily indemnifiable by a particular entity in which the relative benefits received by you on Main Fund makes an investment, it is intended among the one hand Partners and the Indemnified Party on that any advancement or payment by the other but also the relative fault of you and Partnership to the Indemnified Party upon will result in the finding Partnership having a subrogation claim against the relevant entity in respect of a court of competent jurisdictionsuch advancement or payments. Your reimbursement, indemnity The General Partner and contribution obligations under this paragraph 11 and paragraph 12 will the Partnership shall be in addition specifically empowered to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and structure any such persons, and will survive any transfer, redemption advancement or withdrawal of your Interests and any dissolution payment as a loan or termination of other arrangement as the FundGeneral Partner may determine necessary or advisable to give effect to or otherwise implement the foregoing.

Indemnification. In Without duplication of any indemnification obligations under the event that GSSales Agreement, the ManagerCounterparty agrees to indemnify and hold harmless Dealer, the Fund, or any of its affiliates and its assignees and their respective partnersdirectors, officers, directorsemployees, managers, shareholders, agents, representatives, agents and affiliates, or any heirs, legal representatives, successors, controlling persons (Dealer and assigns of the foregoing (each such person being an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person and all losses (including you) arising out excluding, for the avoidance of or based upon any alleged false representationdoubt, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by financial losses resulting from the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost economic terms of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any lossesTransaction), claims, damages and liabilities (or liabilities actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of any breach of any covenant or representation made by Counterparty in this Master Confirmation, any Supplemental Confirmation or the Agreement. Counterparty will not be liable under the foregoing indemnification provision to which the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of them may become competent jurisdiction to have resulted from Dealer’s willful misconduct, gross negligence or bad faith in performing the services that are subject in connection with of any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 aboveTransaction. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, Party or is insufficient to hold it harmlessharmless any Indemnified Party, then you will contribute Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by such the Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the liability. In addition, Counterparty will reimburse any Indemnified Party on for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the other but also the relative fault investigation of, preparation for or defense or settlement of you and the any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party upon the finding is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of a court of competent jurisdictionCounterparty. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to Counterparty also agrees that no Indemnified Party shall have any liability that you may otherwise have, will extend upon the same terms and conditions to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in this Master Confirmation or any Supplemental Confirmation except to the partnersextent that any losses, employeesclaims, officers and controlling persons damages, liabilities or expenses incurred by Counterparty result from the gross negligence, willful misconduct or bad faith of the Indemnified Parties, will be binding upon Party. The provisions of this Section 9 shall survive the completion of the Transactions contemplated by this Master Confirmation and any Supplemental Confirmation and any assignment and/or delegation of any Transaction made pursuant to the Agreement or this Master Confirmation (or any Supplemental Confirmation) shall inure to the benefit of any successorspermitted assignee of Dealer. For the avoidance of doubt, assigns, heirs and personal representatives any payments due as a result of the Indemnified Parties and this provision may not be used to set off any such persons, and will survive obligation of Dealer upon settlement of any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundTransaction.

Indemnification. In (a) The Company shall (i) indemnify and hold harmless the event that GS, Manager and any Affiliate of the Manager, the Fund, or any Manager and each of their respective partnersdirectors, officers, directorsemployees and agents (each, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any all losses, claims, damages damages, expenses or liabilities to which any of them such Indemnified Party may become subject (except in respect of the broker-dealer engaged by the Manager in respect of placement of Contracts, which shall be the sole liability of the Manager), insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from the transactions contemplated by, this Agreement, and (ii) reimburse each of the Indemnified Parties upon its demand for any reasonable legal or other expenses incurred in connection with investigating, preparing to defend or defending any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage damage, liability, action or liability claim, in such proportion as is appropriate to reflect not each case only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partnersextent that funds are available therefor in accordance with the Security Agreement; provided, employeeshowever, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives that none of the Indemnified Parties shall have the right to be so indemnified hereunder for losses, claims, damages, expenses or liabilities to the extent resulting from its own negligence or willful misconduct or for losses, claims, damages, expenses or liabilities that it is required to pay to any broker-dealer that it has engaged in connection with the Contracts or other liabilities. If any action is brought against an Indemnified Party indemnified or intended to be indemnified pursuant to this Section 2.12, the Company shall, if requested by such Indemnified Party, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel reasonably satisfactory to such Indemnified Party, but shall not be empowered to compromise or settle such action, suit or proceeding unless such Indemnified Party has been fully indemnified for any loss, claim, damage, expense or liability it thereby suffers. Each Indemnified Party shall, unless the Indemnified Party has made the request described in the preceding sentence and such personsrequest has been complied with, have the right to employ its own counsel to investigate and will survive control the defense of any transfer, redemption or withdrawal matter covered by such indemnity and the reasonable fees and expenses of your Interests and any dissolution or termination such counsel shall be at the expense of the FundCompany. Any obligations of the Company pursuant to this Section 2.12 are Deferred Expenses and the Manager shall have recourse solely to the LOC Reimbursement Account for such obligations of the Company (and not to any other assets of the Company) and shall be paid in the priority specified in the applicable sections of Article VII of the Security Agreement. The Manager hereby expressly consents to such limited recourse to the LOC Reimbursement Account and to such priorities of distributions set forth in Article VII of the Security Agreement.

Indemnification. In The Company will indemnify and hold harmless the event that GSAdvisors, the Manager, the Fund, or any of their Affiliates and their respective partnerspartners (both general and limited), members (both managing and otherwise), officers, directors, managersemployees, shareholders, agents, representatives, agents and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing representatives (each such person being an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representationand all actions, breach of warrantysuits, or breach or failure by you to comply with any covenant or agreement made by you herein (includinginvestigations, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject and liabilities, including in connection with any such matter seeking indemnification, whether joint or several (the “Liabilities”), related to, arising out of or in connection with your failure the Services or other services contemplated by this Agreement or the engagement of the Advisors pursuant to, and the performance by the Advisors of the Services or other services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to provide true indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such claim, action or proceeding, and correct information does not contain an admission of guilt or to otherwise comply with liability on the provisions part of paragraph 6 abovethe Indemnified Party. If for any reason The Company will not be liable under the foregoing indemnification is unavailable provision with respect to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such particular loss, claim, damage damage, liability, cost or liability expense of an Indemnified Party that is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or willful misconduct of such proportion Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as is appropriate to reflect not only the relative benefits received they are incurred upon receipt, in each case, of an undertaking by you or on the one hand and behalf of the Indemnified Party on to repay such amounts if it is finally judicially determined that the other but also Liabilities in question resulted solely from the relative fault gross negligence or willful misconduct of you and the such Indemnified Party. The rights of an Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 to indemnification hereunder will be in addition to any liability other rights and remedies any such person may have under any other agreement or instrument to which each Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under any law or regulation. The Company acknowledges and agrees that you the Company shall be fully and primarily responsible for the payment to an Indemnified Party in respect of indemnification or advancement of expenses in connection with any jointly indemnifiable claim (as defined below), pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnified Party may have from the Indemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-related entities and no right of advancement or recovery the Indemnified Party may have from the Indemnitee-related entities shall reduce or otherwise have, will extend upon alter the same terms and conditions to the partners, employees, officers and controlling persons rights of the Indemnified Parties, will be binding upon and inure Party or the obligations of the Company hereunder. In the event that any of the Indemnitee-related entities shall make any payment to the benefit Indemnified Party in respect of indemnification or advancement of expenses with respect to any successorsjointly indemnifiable claim, assigns, heirs and personal representatives the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Parties and any such personsParty against the Company, and will survive any transferIndemnified Party shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, redemption or withdrawal including the execution of your Interests such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and any dissolution or termination each Indemnified Party agree that each of the Fund.Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 5, entitled to enforce this Section 5 as though each such Indemnitee-related entity were a party to this Agreement. For purposes of this Section 5, the following terms shall have the following meanings:

Indemnification. In 25.1 Each Party agrees to release, indemnify, defend and hold harmless the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, other Party from and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any all losses, claims, damages demands, damages, expenses, suits or liabilities other actions, or any liability whatsoever, including, but not limited to, costs and attorneys' fees (collectively, a "Loss"), (a) whether suffered, made, instituted, or asserted by any other party or person, relating to which personal injury to or death of any person, or for loss, damage to, or destruction of them real and/or personal property, whether or not owned by others, arising from transactions or activities relating to this Agreement and to the extent proximately caused by the negligent or willful acts or omissions of the indemnifying Party, regardless of the form of action, or (b) suffered, made, instituted, or asserted by its own customer(s) against the other Party arising out of the other Party's provision of services to the indemnifying Party under this Agreement. Notwithstanding the foregoing indemnification, nothing in this Section 25.0 shall affect or limit any claims, remedies, or other actions the indemnifying Party may become subject in connection with have against the indemnified Party under this Agreement, any other contract, or any applicable Tariff(s), regulations or laws for the indemnified Party's provision of said services. 25.2 The indemnification provided herein shall be conditioned upon: (a) The indemnified Party shall promptly notify the indemnifying Party of any action, claim, lawsuit or demand taken against the indemnified Party relating to the indemnification. (b) The indemnifying Party shall have sole authority to defend any such matter action, claim, lawsuit or demand including the selection of legal counsel, and the indemnified Party may engage separate legal counsel only at its sole cost and expense. The Indemnifying Party shall keep the Indemnified Party reasonably and timely apprised of the status of the action, claim, demand or lawsuit. The Indemnifying Party will not be liable under this Section for settlements or compromises by the Indemnified party of any action, claim, demand or lawsuit unless the Indemnifying Party has approved the settlement or compromise in connection with your failure advance or unless the defense of the action, claim, demand or lawsuit has been tendered to provide true the Indemnifying Party in writing and correct information the Indemnifying Party has failed to promptly undertake the defense. (c) In no event shall the indemnifying Party settle or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable consent to any judgment pertaining to any such action without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld. However, in the event the settlement or judgment requires a contribution from or affects the rights of the Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on shall have the other but also right to refuse such settlement or judgment and, at its own cost and expense, take over the relative fault defense against such Loss, provided that in such event the indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the indemnified Party against, the Loss for any amount in excess of you such refused settlement or judgment. (d) The indemnified Party shall, in all cases, assert any and the Indemnified Party upon the finding of all provisions in its Tariffs that limit liability to third parties as a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition bar to any liability that you may otherwise have, will extend upon recovery by the same terms third party claimant in excess of such limitation of liability. (e) The indemnified Party shall offer the indemnifying Party all reasonable cooperation and conditions to assistance in the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit defense of any successorssuch action, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption demand or withdrawal of your Interests and any dissolution or termination of the Fundlawsuit.

Indemnification. In (a) The Company, as applicable, will indemnify, defend, exonerate and hold harmless any Consultant Related Parties from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages, costs and expenses (including, without limitation reasonable attorneys’ fees, expenses and disbursements) incurred by such Consultant Related Parties or any of them before, on or after the event that GSdate of this Agreement, arising out of, incurred in connection with or as a result of, or in any way relating to, (i) this Agreement or the conduct of the respective businesses of the Company or any members of the StandardAero Group, (ii) services provided by the Consultant or any Consultant Designee to the Company or any members of the StandardAero Group from time to time pursuant to this Agreement or (iii) the exercise, enforcement or preservation of any rights or remedies under this Agreement (collectively, the Manager“Indemnified Liabilities”); provided that the foregoing indemnification rights will not be available to the extent that a court of competent jurisdiction determines by final non-appealable judgment or order that such Indemnified Liabilities arose on account of such Consultant Related Party’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing right to indemnification may be unavailable or unenforceable for any reason, the FundCompany hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. (b) The Company, as applicable, will reimburse any Consultant Related Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Consultant Related Party would be entitled to indemnification under the terms of Section 7(a), or any action or proceeding arising therefrom, whether or not such Consultant Related Party is a party thereto. The Company agree that it will not, without the prior written consent of their respective partnersthe Consultant, officerssettle, directorscompromise or consent to the entry of any judgment in any pending or threatened claim, managersaction or proceeding relating to the matters contemplated hereby (if any Consultant Related Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, shareholderscompromise or consent includes an unconditional release of the Consultant Related Party from all liability, agentswithout future obligation or prohibition on the part of such Consultant Related Party, representativesarising or that may arise out of such claim, action or proceeding, and affiliates, does not contain an admission of guilt or liability on the part of the Consultant Related Party. (c) The rights of any Consultant Related Party to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any heirsother agreement or instrument to which such Consultant Related Party is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Company hereby acknowledges that each Consultant Related Party may have certain rights to indemnification, legal representatives, successors, and assigns advancement of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding expenses and/or insurance provided by one or investigation (including relating to taxes) brought by more persons or against any person (including you) arising out of entities with whom or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein which such Consultant Related Party may be associated (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you Consultant Related Party). The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitors of first resort with respect to any Indemnified Liability, (ii) the Company shall be primarily liable for all Indemnified Liabilities and any indemnification afforded to any Consultant Related Party in connection with this transactionrespect of any Indemnified Liabilities, you will reimburse on demand the Indemnified Parties for their legal and other expenses whether created by law, organizational or constituent documents, contract (including the cost this Agreement) or otherwise, (iii) any obligation of any investigation and preparationother person or entity with whom or which any Consultant Related Party may be associated (including, without limitation, any other Consultant Related Party) incurred to indemnify such Consultant Related Party and/or advance expenses to such Consultant Related Party in connection therewith regardless respect of any proceeding shall be secondary to the obligations of the outcome. You will also Company hereunder, (iv) the Company shall be required to indemnify each Consultant Related Party and advance expenses to each Consultant Related Party hereunder to the Indemnified Parties fullest extent provided herein without regard to any rights such Consultant Related Party may have against any lossesother person or entity with whom or which such Consultant Related Party may be associated (including, claimswithout limitation, damages any other Consultant Related Party) or liabilities to insurer of any such person or entity and (v) the Company (on behalf of themselves and their respective insurers) irrevocably waives, relinquishes and releases any other person or entity with whom or which any Consultant Related Party may be associated from any claim of them contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other person or entity with whom or which any Consultant Related Party may become be associated (including, without limitation, any other Consultant Related Party) or their insurers advances or extinguishes any liability or loss which is the subject in connection of any Indemnified Liability owed by the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or their respective insurer or insurers, as applicable, for all amounts so paid which would otherwise be payable by the Company or their respective insurer or insurers under this Agreement. In no event will payment of an Indemnified Liability under this Agreement by any other person or entity with whom or which any such matter Consultant Related Party may be associated (including, without limitation, other Consultant Related Parties) or in connection with your failure to provide true and correct information their insurers affect the obligations of the Company hereunder or to otherwise comply with the provisions of paragraph 6 above. If shift primary liability for any reason the foregoing indemnification is unavailable Indemnified Liability to any Indemnified other person or entity with whom or which such Consultant Related Party may be associated (including, without limitation, any other Consultant Related Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund).

Indemnification. In The Seller shall indemnify the event that GSPurchaser and its successors, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successorstransferees, and assigns (including each Secured Party) (each of the foregoing (each Persons being individually called an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any actionagainst, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any and hold each Indemnified Party in connection with this transactionharmless from, you will reimburse on demand the Indemnified Parties for their legal any and other all costs, losses, claims, damages, liabilities and related expenses (including the cost reasonable and documented out-of- pocket fees, charges and disbursements of any investigation and preparationoutside counsel for any Indemnitee) (all of the foregoing being collectively called “Indemnified Amounts”) incurred in connection therewith regardless of the outcome. You will also indemnify the by any Indemnified Parties Party or awarded against any losses, claims, damages or liabilities to which Indemnified Party by any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with Person (including the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by Seller) other than such Indemnified Party arising out of any material breach by the Seller of any of its obligations hereunder or arising as a result of such loss, claim, damage the failure of any representation or liability warranty of the Seller herein to be true and correct in such proportion as is appropriate to reflect not only the relative benefits received by you all material respects on the one hand date such representation or warranty was made; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Indemnified Amounts (w) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud, bad faith or willful misconduct of such Indemnified Party on or its reckless disregard of its duties hereunder or any Transaction Document, (x) result from a claim brought by the other but also the relative fault of you and the Seller against an Indemnified Party upon for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document, if the finding of Seller has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to (y) include any liability that you may otherwise havepunitive, will extend upon the same terms and conditions indirect, consequential, special damages, lost profits or other similar damages or (z) constitute Collateral Obligations which are uncollectible due to the partnersfinancial inability to pay of any obligor on a Transferred Asset. If the Seller has made any payment pursuant to this Section 2.2 and the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts or is found in a final and nonappealable judgment by a court of competent jurisdiction not to be entitled to such indemnification, employees, officers and controlling persons of then the Indemnified Parties, will be binding upon and inure recipient agrees that it shall promptly repay to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any Seller such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundamounts collected.

Indemnification. In From and after the event that GSEffective Time, each of Parent and the ManagerSurviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the Funddate of this Agreement or who becomes prior to the Effective Time, an officer, director or manager of the Company or any of their respective partnersits Subsidiaries or who acts as a fiduciary under any Company Stock Plan, officersin each case, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing when acting in such capacity (each an “Indemnified Party” ”) against all claims, losses, liabilities, damages, judgments, fines and collectively reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director or manager of the Company or any of its Subsidiaries or, while a director, manager or officer of the Company or any of its Subsidiaries, is or was serving at the request of the Company or one of its Subsidiaries as an officer, director or manager of another Person, whether pertaining to any act or omission occurring or existing prior to or at, but not after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified PartiesLiabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated by this Agreement, in each case to the fullest extent that the Company would have been permitted to do so by law. Each Indemnified Party will be entitled to advancement of expenses (including attorneys’ fees) become involved incurred in the defense of any capacity in any such claim, action, suit, proceeding or investigation (including relating to taxes) brought from and each of Parent and the Surviving Corporation within 90 days of receipt by Parent or against any person (including you) arising out the Surviving Corporation from the Indemnified Party of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to a request therefor; provided that any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other to whom expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities are to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable be advanced provides prior to any Indemnified Partyreceipt of such advances an undertaking, or is insufficient to hold it harmless, then you will contribute to the amount paid extent required by the DGCL or payable other applicable Law, to repay such advances if it is determined by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding final determination of a court of competent jurisdictionjurisdiction (which determination is not subject to appeal) that such Indemnified Party is not entitled to indemnification under applicable Law. Your reimbursementParent, indemnity US Holdco and contribution obligations under Merger Sub agree that all rights to indemnification, advancement of expenses, and exculpation by the Company now existing in favor of each Indemnified Party as provided in the Charter Documents of the Company, in each case as in effect on the date of this paragraph 11 and paragraph 12 will be in addition Agreement, or pursuant to any liability other Contracts in effect on the date hereof, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms; provided that you may otherwise havethe Indemnified Party to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such Person is not entitled to indemnification. For a period of six (6) years from the Effective Time, will extend upon the same terms Surviving Corporation shall, and conditions Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification, and advancement of expenses no less favorable than the provisions of the Charter Documents of the Company as in effect immediately prior to the partners, employees, officers and controlling persons of the Effective Time with respect to acts or omissions by any Indemnified Parties, will be binding upon and inure Party occurring prior to the benefit Effective Time, and shall not amend, repeal, or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any successors, assigns, heirs and personal representatives Indemnified Party; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the Indemnified Parties and any disposition of such persons, and will survive any transfer, redemption action or withdrawal resolution of your Interests and any dissolution or termination of the Fundsuch claim.

Indemnification. In the event that GSNRG Energy hereby agrees to indemnify and hold harmless each Agent, the Manager, the Fund, or any each Lender and each of their respective partners, Affiliates and their officers, directors, managers, shareholdersemployees, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein advisors (including, without limitation, your irrevocable agreement to fund your subscription amount the Advisors) and other representatives (each an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in full by the settlement due date) each case arising out of or in connection with or by reason of (including, without limitation, in connection with any other document furnished investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) this Second Collateral Call Extension Letter or the Xcel Letter or (b) the Proposed Restructuring, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by you a court of competent jurisdiction to have resulted directly and primarily from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any NRG Party, any shareholder of any NRG Party, or any creditor of any NRG Party or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the Proposed Restructuring is consummated. NRG Energy further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it or any of its Subsidiaries or Affiliates or to its or their respective security holders or creditors arising out of, related to or in connection with this transactionSecond Collateral Call Extension Letter, you will reimburse on demand the Indemnified Parties Xcel Letter or the Proposed Restructuring, except for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any lossesdirect, claimsas opposed to consequential, damages or liabilities to which any of them may become subject determined in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable a final nonappealable judgment by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity jurisdiction to have resulted directly and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the primarily from such Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption Party's gross negligence or withdrawal of your Interests and any dissolution or termination of the Fundwillful misconduct.

Indemnification. In the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”a) become involved in any capacity in any action, proceeding or investigation (including relating Subject to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for this Section 4.9, the Company will indemnify and hold each Purchaser Party harmless from any reason the foregoing indemnification is unavailable to and all Losses that any Indemnified Party, such Purchaser Party may suffer or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents (a “Covered Action”) (unless such action is based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). (b) If any Covered Action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by an Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s willful misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Company shall not, without the prior written consent of the Purchaser Party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such proportion Purchaser Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any admission as is appropriate to reflect not only the relative benefits received by you fault on the one hand part of such Purchaser Party. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdictionwhen bills are received or are incurred. Your reimbursement, The indemnity and contribution obligations under this paragraph 11 and paragraph 12 will agreements contained herein shall be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons cause of the Indemnified Parties, will be binding upon and inure to the benefit action or similar right of any successors, assigns, heirs and personal representatives of Purchaser Party against the Indemnified Parties Company or others and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of liabilities the FundCompany may be subject to pursuant to law.

Indemnification. In the event that GSa. The Employer agrees to indemnify and hold harmless to Orpheus and its affiliates, the Manageragents, the Fund, or any of and their respective partnersdirectors, officers, directorsemployees, managers, shareholders, agents, representatives, agents and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing controlling persons (each such person is hereinafter referred to as an “Indemnified Party” ”), from and collectively the “against any and all losses, claims, damages, liabilities and expenses whatsoever, joint or several, to which any such Indemnified Parties”) Party may become involved in subject under any capacity in any actionapplicable law of Malaysia or otherwise, proceeding or investigation (including caused by, relating to taxes) brought by or against any person (including you) arising out of or based upon the engagement evidenced hereby. The Employer will reimburse any alleged false representation, breach of warranty, or breach or failure Indemnified Party for any expenses (including reasonable counsel fees and expenses) as they are incurred by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any an Indemnified Party in connection with this transactionthe investigation of, you will reimburse on demand preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not resulting in liability; provided, however, that at the time of such reimbursement the Indemnified Parties for their legal and other expenses (including Party shall have entered into an agreement with the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify Employer whereby the Indemnified Parties against Party agrees to repay all such reimbursed amounts if it is determined in a final judgement by a court of competent jurisdiction that the Indemnified Party is not entitled to indemnity from Orpheus. Notwithstanding the foregoing, the Employer shall not be liable to any Indemnified Party under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense results directly from any such Indemnified Party’s misconduct or gross negligence. b. If for any reason (other than a final non-appealable judgement finding any Indemnified Party liable for losses, claims, damages damages, liabilities or liabilities to which any of them may become subject in connection with any such matter expenses for its gross negligence or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason willful misconduct) the foregoing indemnification indemnity is unavailable to any an Indemnified Party, Party or is insufficient to hold it an Indemnified Party harmless, then you will the Employer shall contribute to the amount paid or payable by such an Indemnified Party as a result of such loss, claim, damage damage, liability or liability expense in such proportion as is appropriate to reflect not only the relative benefits received by you the Employer on the one hand and the Indemnified Party Orpheus on the other other, but also the relative fault of you by the Employer and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursementParty, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to as well as any liability that you may otherwise haverelevant equitable considerations, will extend upon the same terms and conditions subject to the partners, employees, officers and controlling persons limitation that in no event shall the total contribution of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the all Indemnified Parties to all such losses, claims, damages, liabilities or expenses exceed the amount of fees actually received and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundretained by hereunder.

Indemnification. In the event that GSPMHS/I4G agrees to indemnify and hold harmless FHH and its directors, officers and affiliates against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the Managercosts, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representativesexpenses, and affiliatesdisbursements, as and when incurred, of investigating, preparing or defending any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any such action, proceeding or investigation (including whether or not in connection with litigation to which FHH is a Party), directly or indirectly, caused by, relating to taxes) brought by or against any person (including you) to, based upon, arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand information provided by the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages Company which contains a material misrepresentation or liabilities to which any of them may become subject material omission in connection with any the provision of services by FHH under this Agreement; provided however, such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable indemnity agreement shall not apply to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result portion of any such loss, claim, damage damage, obligation, penalty, judgment, award, liability, cost, expense or liability in disbursement to the extent it is found by a court of competent jurisdiction to have resulted from negligence or willful misconduct of FHH. For example, FHH’s indemnification shall not extend to claims arising from PMHS/IG4’s manufacturing defects, quality issues, or failure to meet FDA or other regulatory standards. Each Party entitled to indemnification under this agreement (the “Indemnified Party”), shall give notice to the Party required to provide indemnification (the “Indemnifying Party”) promptly, within thirty (30) days, after such proportion Indemnified Party has actual knowledge of any claim as is appropriate to reflect which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting there from, provided that counsel for the Indemnifying Party, who shall conduct the defense at such claim or any litigation resulting there from, shall be approved by the Indemnified Party (whose approval shall not only the relative benefits received by you on the one hand be unreasonably withheld), and the Indemnified Party on may participate in such defense at such Party’s expense, and provided further that the other but also the relative fault failure of you and the any Indemnified Party upon to give notice as provided herein shall not relieve the finding Indemnifying Party of a court of competent jurisdiction. Your reimbursement, indemnity and contribution its obligations under this paragraph 11 Section 7. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and paragraph 12 will as shall be reasonably required in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons connection with defense of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties such claim and any such personslitigation resulting therefrom. Notwithstanding the foregoing, FHH shall indemnify and will survive hold harmless PMHS/I4G, its directors, officers, subsidiaries and affiliates against any transferand all losses, redemption claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements resulting from any actions taken, claims made, or withdrawal of your Interests misrepresentations by FHH regarding the products and any dissolution or termination of the Fundservices provided by PMHS its subsidiaries and affiliates pursuant to this Agreement.

Indemnification. In (a) From and after the event that GS, Effective Time through the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns sixth anniversary of the foregoing Effective Time, MCBF agrees to indemnify and hold harmless each present and former director and officer of MSB and its Subsidiaries and each officer or employee of MSB and its Subsidiaries that is serving or has served as a director or trustee of another entity expressly at MSB’s request or direction (each each, an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action), proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of costs or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred reasonable attorneys’ fees), judgments, fines, amounts paid in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any settlement, losses, claims, damages or liabilities to which any of them may become subject incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, as they are from time to time incurred, in each case to the fullest extent such matter person would have been indemnified or have the right to advancement of expenses pursuant to MSB’s articles of incorporation and bylaws as in connection with your effect on the date of this Agreement and to the fullest extent permitted by law. (b) Any Indemnified Party wishing to claim indemnification under Section 5.13(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify MCBF thereof, but the failure to provide true and correct information or so notify shall not relieve MCBF of any liability it may have hereunder to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party if such failure does not materially and substantially prejudice MCBF. (c) MCBF shall maintain MSB’s existing directors’ and officers’ liability insurance policy (or provide a policy providing comparable coverage and amounts on terms no less favorable to the persons currently covered by MSB’s existing policy, including MCBF’s existing policy if it meets the foregoing standard) covering persons who are currently covered by such insurance for a period of three years after the Effective Time; provided, however, that in no event shall MCBF be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Section 5.13(c), an amount per annum in excess of 150% of the amount of the annual premiums paid by MSB as a result of the date hereof for such insurance (“Maximum Insurance Amount”); provided further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Insurance Amount, MCBF shall obtain the most advantageous coverage obtainable for an annual premium equal to the Maximum Insurance Amount. (d) In the event MCBF or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity of such lossconsolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entity, claimthen, damage or liability and in each such proportion as is appropriate case, to reflect not only the relative benefits received by you on extent necessary, proper provision shall be made so that the one hand successors and assigns of MCBF assume the obligations set forth in this Section 5.13. (e) The provisions of this Section 5.13 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption his or withdrawal of your Interests and any dissolution or termination of the Fundher representatives.

Indemnification. In the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”a) become involved in any capacity in any action, proceeding or investigation (including relating Subject to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for this Section 4.9, the Company will indemnify and hold each Purchaser Party harmless from any reason the foregoing indemnification is unavailable to and all Losses that any Indemnified Party, such Purchaser Party may suffer or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents (a “Covered Action”) (unless such action is based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). (b) If any Covered Action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by an Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s willful misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Company shall not, without the prior written consent of the Purchaser Party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such proportion Purchaser Party of a release from all liability in respect to such Covered Action, and such settlement shall not include any admission as is appropriate to reflect not only the relative benefits received by you fault on the one hand part of such Purchaser Party. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdictionwhen bills are received or are incurred. Your reimbursement, The indemnity and contribution obligations under this paragraph 11 and paragraph 12 will agreements contained herein shall be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons cause of the Indemnified Parties, will be binding upon and inure to the benefit action or similar right of any successors, assigns, heirs and personal representatives of Purchaser Party against the Indemnified Parties Company or others and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of liabilities the FundCompany may be subject to pursuant to law.

Indemnification. In ‌ Tenant agrees to protect, defend, reimburse, indemnify and hold the event that GSCounty Parties free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines and damages (including attorney fees at trial and appellate levels) and causes of action of every kind and character (collectively referred to herein as “Damages”) against, or in which County is named or joined, arising out of this Lease or use or occupancy of the ManagerPremises by any Tenant Party, including, but not limited to those arising by reason of any damage to property or the Fundenvironment, or bodily injury (including death) incurred or sustained by any party hereto, or of any party acquiring any interest hereunder, and any third or other party whomsoever, or any of their respective partnersgovernmental agency, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you incident to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure a Tenant Party’s acts, omissions or operations hereunder, or the performance, non-performance or purported performance of a Tenant Party or any breach of the terms of this Lease; provided, however, Tenant shall not be responsible to provide true a County Party for Damages that are solely attributable to the negligence or willful misconduct of such County Party. Tenant further agrees to hold harmless and correct information or to otherwise comply with indemnify the provisions of paragraph 6 above. If County Parties for any reason fines, citations, court judgments, insurance claims, restoration costs or other liability resulting from or in any way arising out of or due to a Tenant Party’s activities or operations or use of the foregoing indemnification is unavailable to Premises whether or not Tenant was negligent or even knowledgeable of any Indemnified Party, events precipitating a claim or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party judgment arising as a result of any situation involving the activities. This indemnification shall be extended to include all deliverers, suppliers, furnishers of material, or anyone acting for, on behalf of or at the request of Tenant. Tenant recognizes the broad nature of this indemnification and hold-harmless provision, and acknowledges that County would not enter into this Lease without the inclusion of such lossclause, claim, damage or liability and voluntarily makes this covenant and expressly acknowledges the receipt of Ten Dollars ($10.00) and such other good and valuable consideration provided by County in such proportion as is appropriate to reflect not only support of this indemnification in accordance with the relative benefits received by you on laws of the one hand and the Indemnified Party on the other but also the relative fault State of you and the Indemnified Party upon the finding of a court of competent jurisdictionFlorida. Your reimbursement, indemnity and contribution The obligations arising under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon Article shall survive the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution expiration or termination of the Fundthis Lease.

Indemnification. In Each party (in the event capacity contemplated by this Section, an “Indemnifying Party”) shall indemnify and hold harmless the other party (the “Indemnified Party”) from any and all liabilities, losses, damages, claims, costs and expenses (including the reasonable cost and expense of investigating and defending any alleged liability, loss, damage, claim, cost or expense and reasonable attorneys’ fees incurred in connection therewith) arising from the Indemnifying Party’s (a) failure to comply with this Agreement or (b) breach of any representation or warranty contained in this Agreement; provided, however, that GSnothing herein shall be deemed to protect any Indemnified Party against any liability to which it would otherwise be subject by reason of its willful misfeasance, the Manager, the Fundbad faith, or any gross negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties under this Agreement or violation of law. In addition, Licensee agrees to indemnify and hold harmless Consultant/Licensor and its affiliates, and their respective partnersdirectors, officers, directorsemployees and agents (any such person, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representationand all liabilities, breach of warrantylosses, or breach or failure by you to comply with any covenant or agreement made by you herein (includingdamages, without limitationclaims, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal costs and other expenses (including the reasonable cost and expense of investigating and defending any investigation alleged liability, loss, damage, claim, cost or expense and preparation) reasonable attorneys’ fees incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties therewith) that may be asserted against any losses, claims, damages them or liabilities to which that any of them may become subject incur in connection with any such matter whole or in connection with your failure to provide true and correct information or to otherwise comply part by reason of: (x) any deviation between the list of securities selected in accordance with the provisions of paragraph 6 aboveStrategy that Consultant/Licensor provides to GFD and the Selected Securities; (y) any claim that the Trust was not suitable or appropriate for any investor; or (z) any claim that Consultant/Licensor has or breached a fiduciary duty to the Trust or any investor. If for any reason the foregoing indemnification is unavailable to any be sought hereunder, the Indemnified Party, or is insufficient to hold it harmless, then you will contribute Person shall give prompt written notice thereof to the amount paid or payable by such Indemnified Party as a result Indemnifying Party; provided, however, that the failure of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on to provide notice shall not relieve the other but also Indemnifying Party from any liability that it may have hereunder, except to the relative fault of you extent such failure actually materially prejudices the Indemnifying Party. The Indemnifying Party may, with its own counsel and at its own expense, participate in the defense relating to the indemnification claim. The Indemnifying Party may also, by written notice, elect to conduct solely the defense relating to the indemnification claim, unless the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party upon in a time manner or counsel provided by the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability Indemnifying Party reasonably determines that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons its representation of the Indemnified Parties, will be binding upon and inure to the benefit Party would present it with a conflict of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundinterest.

Indemnification. In the event that GSThe Company agrees to indemnify and hold harmless Purchaser, the Managerits Affiliates, the Fundand each Person, if any, who controls Purchaser, or any of their its Affiliates, within the meaning of the Securities Act or the Exchange Act (each, a "Controlling Person"), and the respective partners, officers, directors, managers, shareholders, agents, representativesemployees, officers and affiliatesDirectors of Purchaser, or their Affiliates and any heirs, legal representatives, successors, and assigns of the foregoing such Controlling Person (each an “"Indemnified Party” ") and collectively collectively, the “"Indemnified Parties”) become involved in any capacity in any action"), proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representationand all losses, breach of warrantyclaims, or breach or failure by you to comply with any covenant or agreement made by you herein damages, liabilities and expenses (including, without limitationlimitation and as incurred, your irrevocable agreement reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnified Party is a party thereto, provided that the Company shall not be obligated to fund your subscription amount in full by the settlement due date) or in any other document furnished by you advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay to the Company the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such Indemnified Party in connection with this transactionany investigative, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any lossesadministrative or judicial proceeding brought or threatened that relates to or arises out of, claims, damages or liabilities to which any of them may become subject is in connection with any such matter activities contemplated by any Transaction Agreement or any other services rendered in connection with your failure to provide true and correct information or to otherwise comply with herewith; PROVIDED that the provisions of paragraph 6 above. If Company will not be responsible for any reason the foregoing indemnification is unavailable to any Indemnified Partyclaims, liabilities, losses, damages or is insufficient to hold it harmless, then you will contribute to the amount paid or payable expenses that are determined by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding final judgment of a court of competent jurisdiction. Your reimbursementjurisdiction to result from such Indemnified Party's gross negligence, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption willful misconduct or withdrawal of your Interests and any dissolution or termination of the Fundbad faith.

Indemnification. In the event that GS, the Manager, the Fund, or any of their respective partnersThe Company shall indemnify and hold harmless HW&Co. and its control persons, officers, directors, members, managers, shareholdersemployees, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing affiliates (each an “Indemnified Party” ”), jointly and collectively the “Indemnified Parties”) become involved in any capacity in any actionseverally, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal from and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities liabilities, costs, or expenses in respect to any action, claim, suit or proceeding to which any of them such Indemnified Party may become subject in connection with any such matter the services rendered pursuant to or matters which are the subject of or arise out of this Agreement or HW&Co.’s Services provided in connection with your failure to provide true and correct information herewith, whether arising before or to otherwise comply with after the provisions date of paragraph 6 abovethis Agreement (collectively, “Claims”). If The Company will promptly reimburse each Indemnified Party for any reason the foregoing indemnification is unavailable to any Indemnified Party, legal or is insufficient to hold it harmless, then you will contribute to the amount paid or payable other expenses incurred by such Indemnified Party in connection with investigating, preparing for, defending, settling or compromising any such Claim as such expenses are incurred, regardless of whether such Indemnified Party is a result of such loss, claim, damage or liability party in such proportion as is appropriate Claim. Notwithstanding the foregoing, the Company shall not be liable with respect to reflect not only the relative benefits received any such Claim nor for any such Indemnified Party’s expenses if a court of competent jurisdiction shall have determined by you on the one hand and a final judgment that such Claim resulted solely from the Indemnified Party on the other but Party’s bad faith, willful misconduct or gross negligence. The Company also the relative fault of you and the agrees that no Indemnified Party upon shall have any liability to the finding Company or to any person asserting claims on behalf of or in right of the Company, directly or indirectly, arising out of, or relating to, this Agreement or HW&Co.’s Services hereunder, unless it is determined in a final judgment of a court of competent jurisdiction. Your reimbursementjurisdiction that such liability resulted solely from the bad faith, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons willful misconduct or gross negligence of the such Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundParty.

Indemnification. In To the event that GSfullest extent permitted by applicable law, each party to this Agreement (the Manager“Indemnifying Party”) shall defend and hold harmless the other party and their affiliated companies, ▇▇▇▇▇▇▇’▇ franchisees, and the Fund, or any of their parties’ respective partners, officers, directors, managersemployees, agents, shareholders, agentspartners, representativesjoint venturers, and affiliates, or any heirs, legal representatives, successors, successors and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in from and against any capacity in any and all liabilities, obligation, claims, demands, causes of action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representationlosses, breach of warrantyexpenses, or breach or failure by you to comply with any covenant or agreement made by you herein (damages, fines, judgments, settlements, and penalties, including, without limitation, your irrevocable agreement costs, expenses and attorneys’ fees incident thereto, arising out of based upon, occasioned by or in connection with: a) failure of the Indemnifying Party to fund your subscription amount in full perform its duties under this Agreement; b) a violation of any law or any negligence, gross negligence or willful misconduct by the settlement due dateIndemnifying Party or its affiliates, subcontractors, agents or employees during either its performance of its duties under this Agreement or otherwise; c) damage to property and injuries, including without limitation death, to all persons, arising from any occurrence caused by any act or omission of the Indemnifying Party or its personnel related to the performance of this Agreement; and d) the Indemnifying Party’s breach of any of the representations, warranties covenants or obligations contained in any this Agreement. The indemnification obligation shall be construed so as to extend to all verifiable legal, defense and investigation costs, as well as other document furnished costs, expenses, and liabilities incurred by you the Indemnified Parties, including but not limited to interest, penalties, and fees of attorneys and accountants (including expenses), from and after the time when any Indemnified Party in connection with this transactionreceives notification (whether verbal or written) that a claim or demand has been made or is to be or may be made. Except as otherwise provided by law, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities Parties’ right to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will shall not be in addition to impaired or diminished by any liability that you may otherwise haveact, will extend upon the same terms and conditions to the partnersomission, employeesconduct, officers and controlling persons misconduct, negligence or default (other than gross negligence or willful misconduct) of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.

Indemnification. In (a) Notwithstanding any termination of this Agreement, Issuer will indemnify and hold harmless (including the event that GSadvancement of expenses (subject to customary reimbursement agreements)) the Investor and its Affiliates, the Managerstockholders, the Fund, or any of their respective partnersmembers, officers, directors, managers, shareholders, employees and agents, representativesand each Person, if any, who controls Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, “Investor Parties”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) arising out of, directly or indirectly resulting from, or relating to any untrue statement or allegedly untrue statement of a material fact contained or incorporated by reference in any Registration Statement or any preliminary or final prospectus relating to the Registrable Securities (as amended or supplemented if the Issuer furnishes any amendments or supplements thereto) or any preliminary prospectus or Free Writing Prospectus relating to the Registrable Securities (including any information that has been deemed to be a part of any prospectus under Rule 159 under the Securities Act), or arising out of, directly or indirectly resulting from or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except that Issuer shall not be liable to any Investor Party for any Damages that arise out of, directly or indirectly result from or relate to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to Issuer by or on behalf of Investor expressly for use therein. Issuer also agrees to indemnify and hold harmless any underwriters of the Registrable Securities, their respective officers and directors and each Person who controls any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of Investor provided in this Section 2.6(a). (b) Notwithstanding any termination of this Agreement, Investor will indemnify and hold harmless Issuer and its Affiliates, stockholders, members, officers, directors, employees and agents, and affiliateseach Person, if any, who controls Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Damages to the same extent as the foregoing indemnity from Issuer to Investor, but only with respect to information furnished in writing by or on behalf of Investor expressly for use in any Registration Statement or prospectus relating to the Registrable Securities, or any heirsamendment or supplement thereto, legal representatives, successors, or any preliminary prospectus or Free Writing Prospectus relating to the Registrable Securities (including any information that has been deemed to be a part of any prospectus under Rule 159 under the Securities Act). Investor will also indemnify and assigns hold harmless any underwriters of the foregoing Registrable Securities, their respective officers and directors and each Person who controls any underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of Issuer provided in this Section 2.6(b). As a condition to including Registrable Securities in any Registration Statement filed in accordance with Article 2, Issuer may require that it has received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities and offerings. Investor will not be liable under this Section 2.6(b) for any Damages in excess of the net proceeds realized by it in the sale of Registrable Securities to which such Damages relate. (each c) If any proceeding (including any investigation by any governmental authority) is instituted involving any Person in respect of which indemnity may be sought pursuant to Section 2.6(a) or Section 2.6(b), such Person (an “Indemnified Party” and collectively ”) must promptly notify the Person against whom such indemnity may be sought (the “Indemnified PartiesIndemnifying Party”) become involved in any capacity in any actionwriting and the Indemnifying Party will be entitled to participate in, proceeding or investigation (and to the extent that it shall elect, to assume the defense thereof, including relating the employment of counsel reasonably satisfactory to taxes) brought by or against any person (including you) arising out such Indemnified Party, and will assume the payment of or based upon any alleged false representationall reasonable fees and expenses, breach except that the failure of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party so to notify the Indemnifying Party will not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. Reimbursements payable pursuant to the indemnification contemplated by this Section 2.6 will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred. In any such proceeding, any Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be paid by such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding and to employ counsel (in accordance with this Section 2.6(c)) reasonably satisfactory to such Indemnified Party in any such proceeding or (iii) in the reasonable judgment of such Indemnified Party after receipt of written advice of counsel, representation of both Parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them. It is understood that, in connection with this transactionany proceeding or related proceedings in the same jurisdiction, you the Indemnifying Party will reimburse on demand not be liable for the fees and expenses of more than one (1) separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties. If there is any such separate firm for the Indemnified Parties, such firm will be designated in writing by the Indemnified Parties. Notwithstanding the foregoing, the Parties for their legal acknowledge and agree that to the extent a claim is made against any Investor Party which may be indemnifiable pursuant to Section 2.6(a), such Investor Party will be entitled to retain its regular outside counsel to review and produce documents, electronic files and other expenses (including the cost materials in response to document requests in connection with any claim for which an Investor Party may be entitled to indemnification pursuant to Section 2.6(a), and make determinations with respect to and prosecute issues related to confidential information of any investigation Investor Party. The Issuer will pay directly the reasonable fees and preparation) incurred in connection therewith regardless expenses of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject such counsel in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 aboveclaim. If The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party will indemnify and hold harmless each Indemnified Party from and against any Damages (to the extent obligated herein) by reason of such settlement or judgment. Without the foregoing prior written consent of each affected Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Indemnifying Party has complied, and continues to comply, with its covenants and obligations under this Agreement), no Indemnifying Party will effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding and (y) does not result in any limitation or restriction upon the ability of any Investor Affiliate to exercise all rights, privileges and preferences applicable to it as a holder of Issuer Common Stock and its rights under this Agreement. (d) If the indemnification provided for in Section 2.6(a) or Section 2.6(b) is unavailable to the Indemnified Parties or insufficient in respect of any Damages, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability Damages in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you the Indemnifying Party, on the one hand, and the applicable Indemnified Party, on the other hand, in connection with such actions which resulted in such Damages, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and the Indemnified Party upon Party, on the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Partiesother hand, will be binding upon determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party and inure the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The Parties agree that it would not necessarily be just and equitable if contribution pursuant to this Section 2.6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this paragraph. The amount paid or payable by a party as a result of the Damages referred to in this paragraph will include, subject to the benefit limitations set forth in Sections 2.6(a) and Section 2.6(b), any legal or other expenses reasonably incurred by a party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.6(d), Investor will not be required to contribute any successors, assigns, heirs and personal representatives amount in excess of the Indemnified Parties net proceeds (after deducting the underwriters’ discounts and any such persons, and will survive any transfer, redemption or withdrawal commissions) received by Investor in the offering. No Person guilty of your Interests and any dissolution or termination fraudulent misrepresentation (within the meaning of Section 11(f) of the FundSecurities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification. In (i) Each party (the event that GS“Indemnifying Party”) agrees to defend, indemnify and hold harmless the Manager, other party and the Fund, or any of their respective partners, other party’s officers, directors, shareholders, members, managers, shareholders, agentsemployees, representatives, mortgagees and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing agents (each an “Indemnified Party” and collectively the “Indemnified PartiesParty”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (and all losses, damages, claims, expenses and liabilities for physical damage to property and for physical injury to any person, including you) reasonable lawyers’ fees, to the extent resulting from or arising out of (i) any operations or based upon activities of the Indemnifying Party on the Site or the Easement Lands; (ii) any alleged false representation, negligent or intentional act or omission on the part of the Indemnifying Party; or (iii) any breach of warrantythis Lease by the Indemnifying Party. This indemnification shall not apply to losses, damages, claims, expenses and liabilities to the extent caused by any negligent or intentional act or omission on the part of the Indemnified Party. This indemnification shall survive the termination of this Lease. (ii) Without limiting Section 11(a)(i) above, if either party breaches its warranties, covenants or representations regarding Hazardous Materials, or breach if a release of a Hazardous Materials is caused or failure permitted by you to comply with either party or its agents, employees, lessees (other than Tenant or Landlord, as applicable) or contractors which results in contamination of the Property, then Landlord or Tenant, as applicable, shall indemnify, defend, protect and hold the other party, and such other party’s employees, agents, partners, lenders, members, officers and directors harmless from and against any covenant or agreement made by you herein and all claims, actions, suits, proceedings, losses, costs, damages, liabilities (including, without limitation, your irrevocable agreement to fund your subscription amount sums paid in full by the settlement due date) of claims), deficiencies, fines, penalties or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any including, without limitation, reasonable attorneys’ fees and consultants’ fees actually incurred, investigation and preparationlaboratory fees, court costs and litigation expenses) incurred in connection therewith regardless which arise during or after the Term of this Lease as a result of such breach or contamination, except to the outcome. You will also indemnify the Indemnified Parties against extent any losses, such claims, damages or liabilities to which result from the negligence or willful misconduct of the other party, its employees, contractors or agents. This indemnity includes, without limitation, all costs and expenses relating to: (1) any claim, action, suit or proceeding for personal injury (including sickness, disease or death), property damage, nuisance, pollution, contamination, spill or other effect on the environment; (2) any investigation, monitoring, repair, clean-up, treatment or detoxification of them may become subject the Site; and (3) the preparation and implementation of any closure plan, remediation plan or other required action in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundSite.

Indemnification. In The Company will indemnify and hold harmless, to the event that GSfullest extent permitted by law, the ManagerAdvisor, the Fundits Advisor Designees and its partners (both general and limited), or any of their respective partnersmembers (both managing and otherwise), stockholders, officers, directors, managersadvisory directors, shareholdersmanaging directors, employees, agents, representativesrepresentatives and affiliates (as the term is defined in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof) (other than Holdings and affiliatesits subsidiaries) (and partners (both general and limited), or any heirsmembers (both managing and otherwise), legal representativesstockholders, successorsofficers, directors, advisory directors, managing directors, employees, agents, representatives and assigns of the foregoing controlling persons thereof) (each such person being an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any all losses, claims, damages or and liabilities to which any (the “Liabilities”), related to, arising out of them may become subject in connection with any such matter or in connection with your failure the Services under this Agreement or the engagement of the Advisor or its Advisor Designees pursuant to, and the performance by the Advisor and its Advisor Designees of the Services under this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company, except for those Liabilities resulting from, relating to provide true and correct information or to otherwise comply arising out of the gross negligence or willful misconduct by the Advisor or any of the Advisor Designees, but in each case, in connection with the provisions provision of paragraph 6 aboveServices pursuant to this Agreement. If for any reason the foregoing indemnification is unavailable to The Company will reimburse any Indemnified PartyParty for all reasonable costs and expenses (including without limitation reasonable attorneys’ fees and any and all expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or is insufficient any claim, and any and all amounts paid in any settlement of any such claim or litigation) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to hold it harmlessindemnification under the terms of the previous sentence, then you will contribute to the amount paid or payable by any action or proceeding arising therefrom, whether or not such Indemnified Party as is a result party thereto. The attorneys’ fees and other expenses of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the an Indemnified Party on shall be paid by the other but also Company as they are incurred. Notwithstanding the relative fault foregoing, any of you and the foregoing amounts paid to an Indemnified Party upon shall be repaid to the finding of a court of competent jurisdictionCompany to the extent it is finally determined that such Indemnified Party is not entitled to indemnification. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will Such indemnification obligation shall be in addition to any liability that you the Company may otherwise have, will extend upon the same terms and conditions have to the partners, employees, officers and controlling persons any other such Indemnified Party. The provisions of the Indemnified Parties, will this Section 6 are intended to be binding upon and inure to for the benefit of any of, and shall be enforceable by, each Indemnified Party and its respective successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundrepresentatives.

Indemnification. In the event that GS, the Manager, the Fund, or any of their respective partners, officers, directors, managers, shareholders, agents, representatives, (a) The Company will indemnify and affiliates, or any heirs, legal representatives, successors, hold harmless Wexford and assigns of the foregoing each Wexford Person (each such person, an “Indemnified Party” ”) from and collectively against any and all losses, claims, damages, liabilities, costs and expenses, whether joint or several (the “Indemnified PartiesLiabilities”) become involved in any capacity in any action), proceeding or investigation (including relating to taxes) brought by or against any person (including you) related to, arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transactionAgreement or the Services or Additional Services contemplated by this Agreement or the engagement of Wexford pursuant to, you and the performance by Wexford of the Services or Additional Services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by or on behalf of the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be liable under the foregoing indemnification provision with respect to any particular Liability of an Indemnified Party solely to the extent that such is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt of an agreement by or on demand behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. (b) The Company acknowledges and agrees that the Indemnified Parties for their legal have certain rights to indemnification and/or insurance provided by Wexford and other expenses (including certain of its affiliates and that such additional rights to indemnification and/or insurance are intended to be secondary to the cost of any investigation and preparation) incurred in connection therewith regardless primary obligation of the outcome. You will also Company to indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure hereunder. The Company’s obligations to provide true and correct information or to otherwise comply with indemnification hereunder shall not be limited in any manner by the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result availability of such loss, claim, damage or liability in such proportion as is appropriate additional indemnification and/or insurance that may be available to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.

Indemnification. In the event that GSExcept as otherwise provided in this ARTICLE VII, the ManagerCompany (the "INDEMNIFYING Party") agrees to indemnify, defend and hold harmless each of the Fund, or any of Investors and their Affiliates and their respective partners, officers, directors, managers, shareholders, agents, representativesemployees, subsidiaries, partners, members and affiliatescontrolling persons (each, an "INDEMNIFIED PARTY") to the fullest extent permitted by law from and against any and all losses, Claims, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein written threats thereof (including, without limitation, your irrevocable agreement to fund your subscription amount in full any Claim by a third party), damages, expenses (including reasonable fees, disbursements and other charges of counsel incurred by the settlement due dateIndemnified Party in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) or other liabilities (collectively, "LOSSES") resulting from or arising out of any breach of any representation or warranty, covenant or agreement by the Company in the Transaction Documents. The amount of any other document furnished by you payment to any Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party whole for any diminution in value of the Warrants, the Series F Preferred Stock, the Warrant Shares and/or Common Shares, as applicable, directly caused by such breach. In connection with this transactionthe obligation of the Indemnifying Party to indemnify for expenses as set forth above, you will the Indemnifying Party shall, upon presentation of appropriate invoices containing reasonable detail, reimburse on demand the each Indemnified Parties Party for their legal and other all such expenses (including the cost reasonable fees, disbursements and other charges of any investigation and preparation) counsel incurred in connection therewith regardless of the outcome. You will also indemnify by the Indemnified Parties against Party in any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with action between the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Indemnifying Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and or between the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursementand any third party) as they are incurred by such Indemnified Party; PROVIDED, indemnity and contribution obligations HOWEVER, that if an Indemnified Party is reimbursed under this paragraph 11 and paragraph 12 will ARTICLE VII for any expenses, such reimbursement of expenses shall be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions refunded to the partners, employees, officers and controlling persons extent it is finally judicially determined that the Losses in question resulted primarily from the willful misconduct or gross negligence of the such Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundParty.

Indemnification. In The Borrower hereby agrees to (i) protect and indemnify the event that GSIndemnified Parties from, the Managerand hold each of them harmless, the Fundfrom and against all damages, losses, claims, actions, liabilities (or actions, investigations or other proceedings commenced or threatened in respect thereof) penalties, fines, costs and expenses including reasonable attorneys’ fees and expenses (collectively and severally, “Losses”) which may be imposed upon, asserted against or incurred or paid by any of their respective partners, officers, directors, managers, shareholders, agents, representatives, and affiliates, or them resulting from the claims of any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including third party relating to taxes) brought by or against any person (including you) arising out of (A) the Projects, (B) any of the Loan Documents or based upon the Transactions, (C) any alleged false representationERISA Events, breach of warranty, (D) any Environmental Losses and (E) any act performed or breach or failure permitted to be performed by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection under any of the Loan Documents, except for Losses to the extent determined by a court of competent jurisdiction to be caused by the gross negligence, bad faith or willful misconduct of an Indemnified Party (but the effect of this exception only eliminates the liability of the Borrower with this transactionrespect to such Indemnified Party (and if such Indemnified Party is not a Lender, you will the Lender on whose behalf such Indemnified Party was acting) to the extent such Indemnified Party has been adjudged to have so acted and not with respect to any other Indemnified Party), and (ii) reimburse each Indemnified Party on demand the Indemnified Parties for their legal and other any expenses (including the cost of any investigation reasonable attorneys’ fees and preparationdisbursements) reasonably incurred in connection therewith regardless with the investigation of, preparation for or defense of the outcome. You will also indemnify the any actual or threatened claim, action or proceeding arising therefrom (excluding any action or proceeding where such Indemnified Parties against any losses, claims, damages Party is not a party to such action or liabilities to proceeding out of which any of them may become subject such expenses arise unless such Indemnified Party is required to participate or respond in connection with any such matter action or proceeding (e.g., by way of deposition, discovery requests, testimony, subpoena or similar reason)). The Obligations shall not be considered to have been paid in connection with your failure full unless all obligations of the Borrower under this Section 14.04 shall have been fully performed (except for contingent indemnification obligations for which no claim has actually been made pursuant to provide true and correct information or to otherwise comply with this Agreement). This Section 14.04 shall survive repayment in full of the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable Obligations and, as to any Indemnified PartyProject, the release of that Project as collateral for the Loans in accordance with Section 2.09 of this Agreement, and in addition, shall survive the assignment, sale or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons transfer of the Indemnified Parties, will be binding upon and inure to the benefit of Administrative Agent’s or any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundLender’s interest hereunder.

Indemnification. Without limitation of Section 9.04 of the Credit Agreement or any other indemnification provision in any Loan Document, the Grantor agrees to indemnify and hold harmless the Lender and each of its affiliates, and their respective officers, directors, employees, agents, and advisors (each, an "Indemnified Party"), from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loan under the Loan Documents except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the event case of an investigation, litigation or other proceeding to which the indemnity in this Section 25 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Grantor, any of their respective directors, shareholders or creditors, or an Indemnified Party or any other Person, or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Grantor agrees that GSno Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its subsidiaries or affiliates, or any security holders or creditors thereof arising out of, related to or in connection with the Managertransactions contemplated herein or in the other Loan Documents, except to the Fundextent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party's gross negligence or willful misconduct. The Grantor agrees not to assert any claim against the Lender, any of its affiliates, or any of their respective partnersdirectors, officers, directorsemployees, managers, shareholdersattorneys, agents, representativesor advisers, and affiliateson any theory of liability, for special, indirect, consequential, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) punitive damages arising out of or based upon otherwise relating to the Loan Documents, any alleged false representation, breach of warranty, the transactions contemplated therein or breach the actual or failure by you to comply with any covenant proposed use of the proceeds of the Loan under the Loan Documents. The agreements in this Section 25 shall survive repayment of all of the Secured Obligations and the termination or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or expiration of this Security Agreement in any other document furnished by you manner, including but not limited to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless termination upon occurrence of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundMaturity Date.

Indemnification. (a) Crossbox and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Company and all current or former directors, officers or employees, as the case may be, of the Company as provided in the Company Constituent Documents or in any agreement shall survive the Merger and shall continue in full force and effect. Crossbox and the Surviving Corporation shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company Constituent Documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company with any of its current or former directors, officers or employees in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company, and all rights to indemnification in respect of any Legal Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. (b) From and after the Effective Time, Crossbox and the Surviving Corporation shall continue to indemnify and hold harmless each Company Indemnified Party against any and all Losses incurred in connection with any Legal Proceeding arising out of or pertaining to any action or omission occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or any Action instituted by any Company Indemnified Party to enforce this Section 4.17, including, in each case, the advancing of expenses to the fullest extent permitted under Applicable Law; provided, however, that the Company Indemnified Party to whom such expenses are advanced shall be required to provide an undertaking to Crossbox to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification. (c) The rights of each Company Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Company Indemnified Party may have under the Company Constituent Documents or any other similar organizational documents of the Surviving Corporation, any other indemnification agreement or arrangement, the DGCL or otherwise. This Section 4.17 shall survive the consummation of the Merger, and is intended to be for the benefit of, and shall be enforceable by, the Company Indemnified Parties, their heirs and personal representatives, shall be binding on Crossbox, the Surviving Corporation and their successors and assigns and may not be amended, altered or repealed after the Effective Time without the prior written consent of the affected Company Indemnified Parties. In the event that GSCrossbox, the Manager, the Fund, Surviving Corporation or any of their respective partnerssuccessors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, officers, directors, managers, shareholders, agents, representativesthen, and affiliatesin each case, or any heirs, legal representatives, successors, proper provision shall be made so that the successors and assigns of Crossbox or the foregoing Surviving Corporation (each an “Indemnified Party” as the case may be) are obligated to honor the indemnification obligations set forth in this Section 4.17. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and collectively officers’ insurance claims under any policy that is or has been in existence with respect to the “Indemnified Parties”) become involved Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warrantythis Section 4.17 is not prior to, or breach or failure by you to comply with any covenant or agreement made by you herein (includingin substitution for, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations claims under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundpolicies.

Indemnification. In the event that GSBorrower agrees to defend (with counsel reasonably satisfactory to LaSalle), the Managerprotect, the Fundindemnify and hold harmless LaSalle, each affiliate or any subsidiary of LaSalle, and each of their respective partners, officers, directors, managersemployees, shareholders, agents, representatives, attorneys and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing agents (each an “Indemnified Party” "INDEMNIFIED PARTY") from and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein nature (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any disbursements and the reasonable fees of counsel for each Indemnified Party in connection with this transactionany investigative, you will reimburse on demand administrative or judicial proceeding, whether or not the Indemnified Parties for their legal Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and other expenses (including whether based on any federal, state or local laws or regulations including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any Other Agreement, or any act, event or transaction related or attendant thereto, the cost of any investigation making and preparation) incurred in connection therewith regardless the management of the outcome. You will also indemnify Loans or any Letters of Credit or the Indemnified Parties against use or intended use of the proceeds of the Loans or any lossesLetters of Credit; provided, claimshowever, damages or liabilities to which that Borrower shall not have any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the bad faith or willful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, or is insufficient to hold it harmless, then you will contribute Borrower shall satisfy such undertaking to the amount paid or payable maximum extent permitted by such Indemnified Party as a result of such applicable law. Any liability, obligation, loss, claimdamage, damage penalty, cost or liability in such proportion as is appropriate expense covered by this indemnity shall be paid to reflect not only the relative benefits received by you on the one hand and the each Indemnified Party on demand, and, failing prompt payment, shall constitute a Revolving Loan hereunder. The provisions of this paragraph 18 shall survive the satisfaction and payment of the other but also the relative fault of you Liabilities and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundthis Agreement.

Indemnification. In the event that GS, the Manager, the Fund, or any The Company will indemnify and hold harmless Apollo and its Affiliates and each of their respective partnerspartners (both general and limited), members (both managing and otherwise), officers, directors, managersemployees, shareholders, agents, representatives, agents and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing representatives (each such person an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any all losses, claims, damages or liabilities to which any of them may become subject and liabilities, including in connection with any such matter seeking indemnification, whether joint or several (the “Liabilities”), related to, arising out of or in connection with your failure the services contemplated by this Agreement or the engagement of Apollo pursuant to, and the performance Apollo of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to provide true and correct information indemnification under the terms of the previous sentence, or to otherwise comply with the provisions of paragraph 6 aboveany action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. If for any reason The Company will not be liable under the foregoing indemnification is unavailable provision with respect to any particular loss, claim, damage, liability, cost or expense of an Indemnified Party to the extent that such is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the willful misconduct of such Indemnified Party. The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is insufficient finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct of such Indemnified Party. The Company hereby acknowledges that certain Indemnified Parties may have certain rights to hold indemnification, advancement of expenses and/or insurance provided by certain of their Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it harmlessis the indemnitor of first resort (i.e., then you will contribute its obligations to an Indemnified Party are primary and any obligation of the amount paid Fund Indemnitors to advance expenses or payable to provide indemnification for the same expenses or liabilities incurred by such Indemnified Party are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by an Indemnified Party and shall be liable for the full amount of all losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation of the Company, without regard to any rights an Indemnified Party may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of an Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from the Company shall affect the foregoing, and the Fund Indemnitors shall have a result right of contribution and/or be subrogated to the extent of such loss, claim, damage advancement or liability in payment to all of the rights of recovery of such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on against the other but also the relative fault of you Company. The Company and the each Indemnified Party upon agree that the finding Fund Indemnitors are express third party beneficiaries of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundSection 5.

Indemnification. In Each Seller agrees to reimburse, indemnify and hold the event that GS, the Manager, the Fund, or any of their respective partnersCustodian and its directors, officers, directorsagents and employees harmless against any and all liabilities, managersobligations, shareholderslosses, agentsdamages, representativespenalties, and affiliatesactions, judgments, suits, costs, or out-of-pocket expenses of any heirskind or nature whatsoever, legal representativesincluding reasonable attorney’s fees, successorsthat may be imposed on, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved incurred by, or asserted against it or them in any capacity in any action, proceeding or investigation (including way relating to taxes) brought by or against any person (including you) arising out of this Agreement or based upon any alleged false representationaction taken or not taken by it or them hereunder unless such liabilities, breach of warrantyobligations, losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket expenses were imposed on, incurred by or asserted against the Custodian because of the breach or failure by you to comply with any covenant or agreement made by you herein (the Custodian of its obligations hereunder including, without limitation, your irrevocable agreement to fund your subscription amount in full any breach of the representations and warranties contained herein, or caused by the settlement due date) negligence, bad faith or in willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification shall survive any resignation or removal of the Custodian or the termination or assignment of this Agreement. In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other document furnished related to a Mortgage Asset that was in its possession pursuant to Section 3 within two (2) Business Days after written request therefor by you the Financing Party or the related Seller in accordance with the terms and conditions of this Agreement; provided that (i) Custodian previously delivered to such Financing Party a Trust Receipt which did not list such document as an Exception as of the related date of delivery to the Custodian; (ii) such document is not outstanding pursuant to a Request for Release in the form attached hereto as Exhibit F; and (iii) such document was held by the Custodian on behalf of the related Seller or the Financing Party, as applicable (a “Failure to Deliver”), then the Custodian shall (a) with respect to any Indemnified missing Mortgage Note, promptly and upon request deliver to the Financing Party or the related Seller, a Lost Note Affidavit in the form attached hereto as Exhibit J and (b) with respect to any missing document related to such Mortgage Asset, including but not limited to a missing Mortgage Note, indemnify the related Seller or the Financing Party in connection accordance with the succeeding paragraph of this transactionSection 14. The Custodian agrees to indemnify and hold the Financing Party and the Sellers harmless against liabilities, you will reimburse on demand obligations, losses, damages, actions, judgments, suits, costs, or out-of-pocket expenses, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them relating to or arising out of a Failure to Deliver or the Indemnified Parties for their legal Custodian’s negligence, bad faith or willful misconduct. Notwithstanding the foregoing, it is specifically understood and agreed that the Custodian shall not be obligated under the preceding sentence to any party to the extent that any such claim, liability, loss, action, suit or proceeding or other expenses (including the cost expense, fee or charge shall have been caused by reason of any investigation and preparation) incurred in connection therewith regardless negligent act, negligent failure to act, bad faith or willful misconduct on the part of such party or by reason of such party’s breach of its obligations hereunder. The foregoing indemnification shall survive any termination or assignment of this Agreement. In no event shall the outcome. You will also indemnify the Indemnified Parties against Custodian or its directors, officers, agents or employees be held liable for any lossesspecial, claims, indirect or consequential damages resulting from any action taken or liabilities omitted to which be taken by it or any of them may become subject in connection with any such matter hereunder or in connection with your failure to provide true and correct information or to otherwise comply with herewith even if advised of the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result possibility of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Funddamages.

Indemnification. In 16.1 Distributor shall indemnify, defend, and hold harmless the event that GSCorporation, the Manager, the Fund, or any of their respective partnersits employees, officers, directors, managers, shareholders, agents, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns representatives (each of the foregoing (each an “hereinafter referred to as "Indemnified Party” ") of, from, and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (and all claims, penalties, demands, causes of actions, damages, losses, liabilities, costs, and expenses including you) reasonable attorneys' fees, of any kind or nature whatsoever, arising out of or based upon in any alleged false representation, manner directly or indirectly related to Distributor's breach of warrantyany of its obligations under this Agreement, except to the extent attributable to the negligence or breach willful misconduct of the Corporation, its employees, officers, directors, agents, and representatives. 16.2 The Corporation shall indemnify, defend, and hold harmless Distributor, its employees, officers, directors, agents, and representatives (each of the foregoing hereinafter referred to as "Indemnified Party") of, from, and against any and all claims, penalties, demands, causes of actions, damages, losses, liabilities, costs, and expenses including reasonable attorneys' fees, of any kind or failure by you to comply with any covenant or agreement made by you herein (includingnature whatsoever, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) arising out of or in any manner directly or indirectly related to the Corporation's breach of any of its obligations or warranties under this Agreement except to the extent attributable to the negligence or willful misconduct of Distributor, its employees, officers, directors, agents, and representatives. 16.3 Notwithstanding anything contained herein, the Corporation or Distributor, as the case may be (hereinafter referred to as "Indemnifying Party") shall not have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the breach or default which is asserted has been given to Indemnifying Party within the applicable statute of limitations and, in addition, if such matter arises out of a suit, action, investigation, claim or proceeding, such notice is given reasonably promptly after the Indemnified Party shall have been given notice of the commencement of a suit, action, investigation, claim or proceeding. 16.4 Upon receipt of notice of any suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, Indemnifying Party shall be entitled promptly to defend, contest or otherwise protect against any such suit, action, investigation, claim or proceeding at its own cost and expense. Indemnifying Party shall have the right to settle or compromise any such suit, action, investigation, claim or proceeding, without the consent of the Indemnified Party; provided that such settlement or compromise does not require Indemnified Party to pay any money and requires the claimant to unconditionally release Indemnified Party from all liability with respect to such claim or litigation. Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but Indemnifying Party shall be entitled to control the defense unless Indemnified Party has relieved Indemnifying Party from liability with respect to the particular matter. In the event Indemnifying Party undertakes the defense of such matters, Indemnified Party shall not be entitled to recover from Indemnifying Party any legal or other document furnished expenses incurred by you to any Indemnified Party in connection with the defense thereof. 16.5 For the sake of clarity, it is further agreed that any termination of this transactionAgreement by Corporation, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities than pursuant to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 Sections 11 above. If , shall be deemed a material breach of this Agreement by Corporation, and shall entitle Distributor, without derogating from any other or additional remedy available to Distributor pursuant to this Agreement and/or any applicable law, to receive from Corporation full compensation for any reason the foregoing indemnification is unavailable to any Indemnified Partyand all damages, expenses and losses incurred by Distributor, directly or is insufficient to hold it harmlessindirectly, then you will contribute to the amount paid or payable by such Indemnified Party including loss of profits, as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.termination

Indemnification. In Excluding Infringement Claims, which are defined and described below in Subsection 13.3, each Party (the event that GS“Indemnifying Party”) shall indemnify, defend and hold harmless the Managerother Party and its subsidiaries, the Fund, or any of their respective partners, affiliates and licensors and each such entity’s officers, owners directors, shareholders, members, managers, shareholderspartners, employees, contractors, agents, representatives, permitted successors and affiliatespermitted assigns (collectively, or any heirsas to each Party, legal representativesthe “Indemnified Parties” and, successorsindividually, and assigns of the foregoing (each an “Indemnified Party”), from and against: (i) any and all suits, proceedings and causes of action brought or asserted against an Indemnified Party by a third-party, including for purposes of this Subsection 13.2, a governmental authority, other than an Indemnified Party (individually, a “Claim” and collectively and, collectively, “Claims”), to the “Indemnified Parties”extent arising out of, relating to or caused by (a) become involved in any capacity in any action, proceeding or investigation breach of this Broadband Agreement by the Indemnifying Party (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, a breach of any representation and warranty) and/or (b) the Indemnifying Party’s willful, reckless or grossly negligent act or grossly negligent omission under this Broadband Agreement, or breach such willful, reckless or failure by you to comply with any covenant grossly negligent acts or agreement made by you herein (includingwillful, without limitation, your irrevocable agreement to fund your subscription amount in full reckless or grossly negligent omissions by the settlement due dateIndemnifying Party’s officers, employees, contractors (excluding if Customer is the Indemnifying Party, SONIFI and its contractors, or if SONIFI is the Indemnifying Party, Customer and its contractors) or in agents; and (ii) any other document furnished by you to any Indemnified Party in connection with this transactionand all judgements, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation reasonable attorneys’ fees and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any lossescourt costs, claimsif permitted under Subsection 13.4), fines, penalties, damages and/or losses directly arising from an indemnified Claim suffered or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable incurred by such an Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received that are awarded by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursementjurisdiction in a final, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be non-appealable order or set forth in addition to any liability that you may otherwise have, will extend upon a mutually executed settlement agreement entered into in compliance with the same terms and conditions to of this Section 13 (the partnersitems in clause (ii), employeesindividually, officers and controlling persons a “Loss” and, collectively, “Losses”). This Subsection 13.2 shall survive termination or expiration of the Indemnified Parties, will be binding upon and inure to the benefit this Broadband Agreement for a period of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundthirty-six (36) months.

Indemnification. In Borrower agrees to defend (with counsel satisfactory to the event that GSIndemnified Party (as defined below)), the Managerprotect, the Fundindemnify and hold harmless each Administrative Agent and each Lender, each affiliate or any subsidiary of each Administrative Agent and each Lender, and each of their respective partners, officers, directors, managersemployees, shareholders, agents, representatives, attorneys and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing agents (each an “Indemnified Party” and collectively the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or from and against any person (including you) arising out and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein nature (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any disbursements and the reasonable fees of counsel for each Indemnified Party in connection with this transactionany investigative, you will reimburse on demand administrative or judicial proceeding, whether or not the Indemnified Parties for their legal Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and other expenses (including whether based on any federal, state or local laws or regulations, including, without limitation, securities laws and regulations, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any Other Agreement, or any act, event or transaction related or attendant thereto, the cost of any investigation making or issuance and preparation) incurred in connection therewith regardless the management of the outcome. You will also indemnify Loans or any Letters of Credit or the Indemnified Parties against use or intended use of the proceeds of the Loans or any lossesLetters of Credit; provided, claimshowever, damages or liabilities to which that Borrower shall not have any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, or is insufficient to hold it harmless, then you will contribute Borrower shall satisfy such undertaking to the amount paid or payable maximum extent permitted by such Indemnified Party as a result of such applicable law. Any liability, obligation, loss, claimdamage, damage penalty, cost or liability in such proportion as is appropriate expense covered by this indemnity shall be paid to reflect not only the relative benefits received by you on the one hand and the each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable to Loans hereunder from the date incurred by each Indemnified Party until paid by Borrower, be added to the Liabilities of Borrower and be secured by the Collateral. The provisions of this Section 18 shall survive the satisfaction and payment of the other but also the relative fault of you Liabilities and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundthis Agreement.

Indemnification. In the event that GS5.12.1 Borrower shall indemnify, the Managerdefend and hold harmless Administrative Agent and each Lender, the Fund, or any each of their Affiliates and their respective partners, officers, directors, managers, shareholders, agentscontrolling persons, representativesemployees, agents and affiliatesservants (collectively, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified PartiesIndemnitees”) become involved from and against and reimburse the Indemnitees for any and all penalties, claims, damages, losses, liabilities and obligations, of any kind or nature whatsoever, that may be imposed upon, incurred by or asserted or awarded against any Indemnitee in any capacity in any action, proceeding or investigation (including way relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transactionAgreement, you the other Credit Facility Documents, the use by Borrower of the proceeds hereof, or any related claim or investigation, litigation or proceeding, or the preparation of any defense with respect thereto, and will reimburse on demand the Indemnified Parties each Indemnitee for their legal and other all reasonable expenses (including all reasonable costs and expenses of a single legal counsel, together with a single legal counsel in each applicable jurisdiction, and all reasonable costs and expenses of multiple legal counsels to the cost of any investigation and preparationextent necessary in the event that (i) the circumstances giving rise to such indemnification create an ethical conflict for such single counsel or (ii) the Indemnitees have inconsistent or conflicting defenses) incurred in connection therewith regardless with the investigation of, preparation for or defense of any pending or threatened claim, investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by Borrower, or an Indemnitee is otherwise a party thereto (but not in respect of any claim or action brought by Borrower against any Indemnitee to enforce its rights hereunder or under any other Credit Facility Document), and whether or not the transactions contemplated by the Credit Facility Documents are consummated (collectively, “Subject Claims”). 5.12.2 The foregoing indemnities shall not apply with respect to an Indemnitee, to the extent any such claim, penalty, damage, loss, liability, obligation, cost, disbursement or expense incurred by or asserted or awarded against such Indemnitee is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, but shall continue to apply to other Indemnitees. Without limiting the generality of the outcome. You will also indemnify the Indemnified Parties foregoing, Borrower shall not be liable for any special, indirect, consequential or punitive damages suffered by an Indemnitee, including any loss of profits, business or anticipated savings of such Indemnitee, other than any such damages or losses imposed upon or asserted or awarded against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. Indemnitee by a third party. 5.12.3 If for any reason the foregoing indemnification is unavailable to any Indemnified Party, Indemnitee or is insufficient to hold it harmless, then you will Borrower shall contribute to the amount paid or payable by such Indemnified Party Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you economic interests of Borrower and its equity holders on the one hand and the Indemnified Party such Indemnitee on the other but also hand in the matters contemplated by this Agreement and the other Credit Facility Documents as well as the relative fault of you Borrower and such Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. 5.12.4 The provisions of this Section 5.12 shall survive the Indemnified Party upon the finding satisfaction or discharge of a court of competent jurisdiction. Your reimbursementBorrower’s obligations hereunder, indemnity and contribution obligations under this paragraph 11 and paragraph 12 will shall be in addition to any liability that you may otherwise haveother rights and remedies of the Lenders. 5.12.5 In case any action, will extend upon suit or proceeding shall be brought against any Indemnitee, such Indemnitee shall promptly notify Borrower of the same terms commencement thereof, and conditions Borrower shall be entitled, at its expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in, and, to the partnersextent that Borrower desires, employeesto assume and control the defense thereof. Such Indemnitee shall be entitled, officers at its expense, to participate in any action, suit or proceeding the defense of which has been assumed by Borrower. Notwithstanding the foregoing, Borrower shall not be entitled to assume and controlling persons control the defense of the Indemnified Partiesany such action, will be binding upon suit or proceedings if and inure to the benefit extent that, in the reasonable opinion of any successorssuch Indemnitee and its counsel, assignssuch action, heirs suit or proceeding involves the potential imposition of criminal liability upon such Indemnitee or a conflict of interest between such Indemnitee and personal representatives Borrower (unless such conflict of interest is waived in writing by the Indemnified Parties and any such personsaffected Indemnitees), and will survive in such event (other than with respect to disputes between such Indemnitee and another Indemnitee) Borrower shall pay the reasonable expenses of such Indemnitee in such defense to the extent provided in Sections 5.12.1 and 5.12.2. 5.12.6 Borrower shall promptly report to the relevant Indemnitee(s) on the status of such action, investigation, suit or proceeding the defense of which is assumed by Borrower in accordance with Section 5.12.5, as material developments shall occur and from time to time as requested by such Indemnitee (but not more frequently than every 60 days). Borrower shall deliver to such Indemnitee a copy of each document filed or served on any transferparty in such action, redemption investigation, suit or withdrawal of your Interests proceeding, and each material document which Borrower possesses relating to such action, investigation, suit or proceeding. 5.12.7 Notwithstanding Borrower’s rights hereunder to control certain actions, investigations, suits or proceedings, if any dissolution Indemnitee reasonably determines that failure to compromise or termination of the Fund.settle any Subject Claim made against such Indemnitee is reasonably likely to

Indemnification. In the event that GS5.24.1 Indemnify, the Managerdefend and hold harmless Administrative Agent and each Bank, the Fundand in their capacities as such, or any of their respective partners, officers, directors, managers, shareholders, agentscontrolling Persons, representativesemployees and agents (collectively, the "Indemnitees") from and affiliatesagainst and reimburse the Indemnitees for: (a) any and all claims, obligations, liabilities, losses, damages, injuries (to Person, property, or natural resources), penalties, actions, suits, judgments, costs and expenses (including reasonable attorney's fees) of whatever kind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any heirssuch Indemnitee (collectively, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Party” and collectively the “Indemnified Parties”"Subject Claims") become involved in any capacity in any actionway relating to, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transactionAgreement or the other Operative Documents to which it is a party, you will reimburse on demand except for claims by a Loan Party against an Indemnitee that are in whole or in part successful; (b) any and all Subject Claims arising in connection with the Indemnified Parties for their legal and other expenses (including the cost Release or presence of any investigation Hazardous Substances at any Project, whether foreseeable or unforeseeable, including all costs of removal, investigation, remediation and preparation) disposal of such Hazardous Substances, all reasonable costs required to be incurred in connection therewith regardless (i) determining whether any Project is in compliance and (ii) causing any Project to be in compliance, with all applicable Legal Requirements, all reasonable costs associated with claims for damages to Persons or property, and reasonable attorneys' and consultants' fees and court costs; and (c) any and all Subject Claims in any way relating to, or arising out of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any claims, suits or liabilities against any Loan Party to the extent related to any of the Projects or the transactions contemplated by the Operative Documents. 5.24.2 The foregoing indemnities shall not apply with respect to an Indemnitee to the extent arising as a result of the gross negligence or willful misconduct of such matter Indemnitee, but shall continue to apply to other Indemnitees. 5.24.3 The provisions of this Section 5.24 shall survive foreclosure of the Collateral Documents and satisfaction or discharge of the Obligations, and shall be in addition to any other rights and remedies of Administrative Agent and any Bank. 5.24.4 In case any action, suit or proceeding shall be brought against any Indemnitee, such Indemnitee shall notify Borrower of the commencement thereof, and Borrower shall be entitled, at Sponsor's expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in the defense thereof. 5.24.5 Any Indemnitee shall be entitled to compromise or settle such Subject Claim. 5.24.6 Upon payment of any Subject Claim by Borrower pursuant to this Section 5.24 or other similar indemnity provisions contained herein to or on behalf of an Indemnitee, Borrower, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto, and such Indemnitee shall cooperate with Borrower and Borrower's insurance carrier and give such further assurances as are necessary or advisable to enable Borrower vigorously to pursue such claims. 5.24.7 Any amounts payable by Borrower pursuant to this Section 5.24 shall be regularly payable within 10 Banking Days after Borrower receives an invoice for such amounts from any applicable Indemnitee, and if not paid within such 10 Banking Day period shall bear interest at the lesser of (a) the Default Rate and (b) the maximum rate payable under applicable Legal Requirements. The obligations of Borrower under this Section 5.24 shall be deemed to be part of the Obligations. 5.24.8 Notwithstanding anything to the contrary set forth herein, Borrower shall not, in connection with your any one legal proceeding or claim, or separate but related proceedings or claims arising out of the same general allegations or circumstances, in which the interests of the Indemnitees do not materially differ, be liable to the Indemnitees (or any of them) under any of the provisions set forth in this Section 5.24 for the fees and expenses of more than one separate firm of attorneys (which firm shall be selected by the affected Indemnitees, or upon failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If so select, by Administrative Agent). 5.24.9 If, for any reason whatsoever, the foregoing indemnification provided under this Section 5.24 is unavailable to any Indemnified Party, Indemnitee or is insufficient to hold it harmlessharmless to the extent provided in this Section 5.24, then you will provided such payment is not prohibited by or contrary to any applicable Legal Requirement or public policy, Borrower shall contribute to the amount paid or payable by such Indemnified Party Indemnitee as a result of such loss, claim, damage or liability the Subject Claim in such proportion as is appropriate to reflect not only the relative benefits received by you economic interests of Borrower and its Affiliates on the one hand hand, and the Indemnified Party such Indemnitee on the other but also hand, in the matters contemplated by this Agreement as well as the relative fault of you Borrower (and the Indemnified Party upon the finding its Affiliates) and such Indemnitee with respect to such Subject Claim, and any other relevant equitable considerations. 5.24.10 Nothing in this Section 5.24 shall constitute a release by Borrower of any claims that it has as a result of a court breach or a default by any of competent jurisdiction. Your reimbursement, indemnity and contribution the Secured Parties of their respective obligations under this paragraph 11 and paragraph 12 will be in addition to Agreement or any liability that you may otherwise have, will extend upon the same terms and conditions to the partners, employees, officers and controlling persons of the Indemnified Parties, will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fundother Credit Document.

Indemnification. In the event that GS7.1. Subject to Section 8, the ManagerCompany shall indemnify, the Funddefend, and hold harmless from and against any damages, costs, attorneys’ fees, penalties, fines, liabilities, or any of their respective partnersexpenses that arise from third party actions or claims (collectively, officers“Losses”) against Fortinet and its affiliates, officers and directors, managers, shareholdersemployees, agents, representativesand representatives relating to (a) death or injury to persons caused by the Company;(b) a violation of applicable laws by the Company; or (c) Company’s infringement of a third Party’s intellectual property rights where such third Party is located in either the country where the Services were provided or received. 7.2. Subject to Section 8, Fortinet shall indemnify, defend, and affiliateshold harmless from and against any damages, costs, attorneys’ fees, penalties, fines, liabilities, or expenses that arise from third party actions or claims (collectively, “Losses”) against Company relating to (a) death or injury to persons caused by the Fortinet; or (b) Fortinet’s infringement of a third Party’s intellectual property rights where such third Party is located in either the country where the Services were provided or received, provided however that Fortinet shall not have any heirsliability to Company under this Section to the extent that any infringement or claim thereof is attributable to: (i) the combination, legal representativesoperation or use of a Deliverable with equipment or software supplied by Company where the Deliverable would not itself be infringing; (ii) compliance with designs, successors, specifications or instructions provided by Company; (iii) use of a Deliverable in an application or environment for which it was not designed or contemplated under these terms and assigns conditions; or (iv) modifications of a Deliverable by anyone other than Fortinet where the unmodified version of the foregoing (each an “Indemnified Party” and collectively Deliverable would not have been infringing. Fortinet will completely satisfy its obligations hereunder if, after receiving notice of a claim, Fortinet obtains for Company the “Indemnified Parties”) become involved in any capacity in any action, proceeding or investigation (including relating right to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warrantycontinue using such Deliverables as provided without infringement, or breach replace or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost modify such Deliverables so that they become non-infringing. 7.3. Promptly after an indemnitee receives notice of any investigation claim for which it will seek indemnification pursuant to these terms and preparation) incurred in connection therewith regardless conditions, the indemnitee will notify the indemnitor of the outcomeclaim in writing. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your No failure to provide true and correct information so notify the indemnitor will abrogate or to otherwise comply with diminish the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by you on the one hand and the Indemnified Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution indemnitor’s obligations under this paragraph 11 and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon Section if the same terms and conditions to the partners, employees, officers and controlling persons indemnitor has or receives knowledge of the Indemnified Parties, will be binding upon and inure claim by other means or if the failure to notify does not materially prejudice its ability to defend the benefit of any successors, assigns, heirs and personal representatives of the Indemnified Parties and any such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund.claim. Within fifteen

Indemnification. In Subject to the event that GSprovisions of this Section 4.8, the Manager, Company will indemnify and hold the Fund, or any of their respective partnersInvestor and its directors, officers, directorsstockholders, partners, managers, shareholdersmembers, agentsemployees and agents (each, representatives, and affiliates, or any heirs, legal representatives, successors, and assigns of the foregoing (each an “Indemnified Investor Party” ”) harmless from any and collectively all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and attorneys’ fees and costs of investigation, that any such Investor Party may suffer or incur (the “Indemnified PartiesLiabilities”) become involved in any capacity in any action, proceeding or investigation (including relating to taxes) brought by or against any person (including you) arising out of or based upon any alleged false representation, breach of warranty, or breach or failure by you to comply with any covenant or agreement made by you herein (including, without limitation, your irrevocable agreement to fund your subscription amount in full by the settlement due date) or in any other document furnished by you to any Indemnified Party in connection with this transaction, you will reimburse on demand the Indemnified Parties for their legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith regardless of the outcome. You will also indemnify the Indemnified Parties against any losses, claims, damages or liabilities to which any of them may become subject in connection with any such matter or in connection with your failure to provide true and correct information or to otherwise comply with the provisions of paragraph 6 above. If for any reason the foregoing indemnification is unavailable to any Indemnified Party, or is insufficient to hold it harmless, then you will contribute to the amount paid or payable by such Indemnified Party as a result of such lossor relating to any breach of any of the representations, claimwarranties, damage covenants or liability agreements made by the Company in such proportion as is appropriate this Agreement (which shall survive the Closing). The Company shall not be liable to reflect not only the relative benefits received by you on the one hand and the Indemnified any Investor Party on the other but also the relative fault of you and the Indemnified Party upon the finding of a court of competent jurisdiction. Your reimbursement, indemnity and contribution obligations under this paragraph 11 provision in respect of any Indemnified Liability if (and paragraph 12 will be in addition to any liability that you may otherwise have, will extend upon the same terms and conditions then only to the partnersextent) such liability arises out of any misrepresentation by the Investor in Section 3 of this Agreement or actions taken by such Investor Party in violation or contravention of this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, employees, officers the Company shall make the maximum contribution to the payment and controlling persons satisfaction of each of the Indemnified PartiesLiabilities which is permissible under applicable law. If any action shall be brought against any Investor Party in respect of which indemnity may be sought pursuant to this Agreement, will such Investor Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Investor Party shall have the right to employ separate counsel in any such action and participate in the defense thereof (it being understood, however, that the Company shall not be binding upon liable for the expenses of more than one separate counsel (other than local counsel)), but the fees and inure expenses of such counsel shall be at the expense of such Investor Party except to the benefit extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any successors, assigns, heirs and personal representatives material issue between the position of the Indemnified Parties Company and any the position of such persons, and will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the FundInvestor Party.