Common use of Legal Capacity; Updating Information About You Clause in Contracts

Legal Capacity; Updating Information About You. You acknowledge, represent and warrant to, and agree with the Fund and GS as follows: You are duly formed, validly existing and in good standing under the laws of your jurisdiction of organization. You have the capacity to purchase Interests pursuant to your organizational documents. You have satisfied any additional or different suitability standards imposed by your state of residence or imposed by any other applicable laws, and you have complied with and will comply with all laws relating to your acquisition and ownership of Interests. You have all powers, have taken all required action, and are duly authorized (a) to execute, deliver and perform this Subscription Agreement, the Fund Agreement and any other agreement that you are entering into in connection with your subscription for Interests and (b) to purchase and hold any Interests. Such documents have been duly executed and delivered by you or GS as attorney-in-fact for you and constitute your legal, valid and binding obligation enforceable against you in accordance with their terms. At the request of GS, you agree to provide written evidence, reasonably satisfactory to GS, of all such powers, actions and authorizations (including copies of your organizational and governing documents). If such documents are not in English, you may be required, before or after your subscription, to provide English language translations of such documents. You represent that any such translation is an accurate translation. You represent and warrant that your organizational and governing documents provided to GS are complete and accurate as of the date of your admission to the Fund and no provision in such documents would prohibit any action contemplated by, or otherwise conflict with, the Prospectus and Statement of Additional Information or Fund Agreement. You agree to provide any information that the Fund may reasonably request in order to verify that you satisfy the requirements of an investor in the Fund and the accuracy of the information provided by you in this Subscription Agreement, including without limitation, (i) bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties evidencing your assets and/or (ii) one or more written confirmations from a registered broker-dealer, an investment adviser registered with the Commission, a licensed attorney or a certified public accountant, in each case in this clause (ii) that such person or entity has taken reasonable steps to verify that you are an Accredited Investor. You agree to provide any information, certifications and representations that the Fund may reasonably request or require in order to comply with applicable United States or non-United States laws, including tax laws, or to reduce any United States or non- United States tax that may be imposed on the Fund or any investor in the Fund. In addition, you agree to update such information, certifications and representations if and when any such information, certifications and representations are no longer true or correct and to provide any additional true and correct information, certifications and representations required pursuant to any change in law, or the application or interpretation thereof. If you do not provide (or appropriately update) any such true and correct information, certifications and representations with respect to the Fund or the Interests in which you own, the Fund may redeem all of your Interests in accordance with the Operating Agreement. The individual signing this Subscription Agreement represents that he or she has full power and authority to execute and deliver this Subscription Agreement in such capacity and on your behalf and you represent that he or she possesses the requisite power and authority to sign on your behalf. You agree to promptly notify the Fund if there is any change with respect to any of your information, representations or warranties contained herein, including without limitation any information, representation or warranty incorporated by reference, and to provide such further information as the Fund may reasonably request. You hereby agree that, in the event you are provided with written confirmation of the acceptance of your subscription and such confirmation contains any incorrect information regarding you or your subscription, you will promptly notify GS. You hereby represent, warrant and agree you are subscribing for Interests solely for your own account, risk and beneficial and economic interest, as an investor, and not as an agent, trustee, nominee, investment manager or representative or in a similar agency capacity (a “Nominee”) for or on behalf of any other individual or entity. You understand that the Fund will not accept any Subscription Agreement submitted by you in a Nominee capacity, will not recognize any principal (disclosed or undisclosed) other than you and will hold you responsible for all representations, warranties, covenants and other obligations in this Subscription Agreement.

Legal Capacity; Updating Information About You. You acknowledge, represent and warrant to, and agree with the Fund and GS as follows: You are duly formed, validly existing and in good standing under the laws of your jurisdiction of organization. You have the capacity to purchase Interests pursuant to your organizational documents. You have satisfied any additional or different suitability standards imposed by your state of residence or imposed by any other applicable laws, and you have complied with and will comply with all laws relating to your acquisition and ownership of Interests. You have all powers, have taken all required action, and are duly authorized (a) to execute, deliver and perform this This Subscription Agreement, the Fund Agreement and any other agreement that you are entering into in connection with your subscription for Interests and (b) to purchase and hold any Interests. Such documents have been duly executed and delivered by you or GS as attorney-in-fact for you and constitute your legal, valid and binding obligation enforceable against you in accordance with their terms. At the request of GS, you agree to provide written evidence, reasonably satisfactory to GS, of all such powers, actions and authorizations (including copies of your organizational and governing documents). If such documents are not in English, you may be required, before or after your subscription, to provide English language translations of such documents. You represent that any such translation is an accurate translation. You represent and warrant that your organizational and governing documents provided to GS are complete and accurate as of the date of your admission to the Fund and no provision in such documents would prohibit any action contemplated by, or otherwise conflict with, the Prospectus and Statement of Additional Information or Fund Agreement. You agree to provide any information that the Fund may reasonably request in order to verify that you satisfy the requirements of an investor in the Fund and the accuracy of the information provided by you in this Subscription Agreement, including without limitation, (i) bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties evidencing your assets assets, (ii) any Internal Revenue Service form that reports your income for the two most recent years (including, but not limited to, Form W-2, Form 1099, Schedule K-1 to Form 1065 and Form 1040) and/or (iiiii) one or more written confirmations from a registered broker-dealer, an investment adviser registered with the Commission, a licensed attorney or a certified public accountant, in each case in this clause (iiiii) that such person or entity has taken reasonable steps to verify that you are an Accredited Investor. You hereby authorize GS to procure consumer reports, credit reports or similar reports on you from time to time and in its discretion. You agree to provide any information, certifications and representations that the Fund may reasonably request or require in order to comply with applicable United States or non-United States laws, including tax laws, or to reduce any United States or non- United States tax that may be imposed on the Fund or any investor in the Fund. In addition, you agree to update such information, certifications and representations if and when any such information, certifications and representations are no longer true or correct and to provide any additional true and correct information, certifications and representations required pursuant to any change in law, or the application or interpretation thereof. If you do not provide (or appropriately update) any such true and correct information, certifications and representations with respect to the Fund or the Interests in which you own, the Fund may redeem all of your Interests in accordance with the Operating Agreement. The individual signing this Subscription Agreement represents that he or she has full power and authority to execute and deliver this Subscription Agreement in such capacity and on your behalf and you represent that he or she possesses the requisite power and authority to sign on your behalf. You agree to promptly notify the Fund if there is any change with respect to any of your information, representations or warranties contained herein, including without limitation any information, representation or warranty incorporated by reference, and to provide such further information as the Fund may reasonably request. You hereby agree that, in the event you are provided with written confirmation of the acceptance of your subscription and such confirmation contains any incorrect information regarding you or your subscription, you will promptly notify GS. You hereby represent, warrant and agree you are subscribing for Interests solely for your own account, risk and beneficial and economic interest, as an investor, and not as an agent, trustee, nominee, investment manager or representative or in a similar agency capacity (a “Nominee”) for or on behalf of any other individual or entity. You understand that the Fund will not accept any Subscription Agreement submitted by you in a Nominee capacity, will not recognize any principal (disclosed or undisclosed) other than you and will hold you responsible for all representations, warranties, covenants and other obligations in this Subscription Agreement.

Legal Capacity; Updating Information About You. You acknowledge, represent and warrant to, and agree with the Fund and GS as follows: . You are duly formed, validly existing and in good standing under the laws of your jurisdiction of organization. You have the capacity to purchase Interests Shares pursuant to your organizational documents. You have satisfied any additional or different suitability standards imposed by your state of residence or imposed by any other applicable laws, and you have complied with and will comply with all laws relating to your acquisition and ownership of InterestsShares. You have all powers, have taken all required action, and are duly authorized (a) to execute, deliver and perform this Subscription Agreement, the Fund Agreement and any other agreement that you are entering into in connection with your subscription for Interests Shares and (b) to purchase and hold any InterestsShares. Such documents have been duly executed and delivered by you or GS as attorney-in-fact for you and constitute your legal, valid and binding obligation enforceable against you in accordance with their terms. At the request of GS, you agree to provide written evidence, reasonably satisfactory to GS, of all such powers, actions and authorizations (including copies of your organizational and governing documents). If such documents are not in English, you may be required, before or after your subscription, to provide English language translations of such documents. You represent that any such translation is an accurate translation. You represent and warrant that your organizational and governing documents provided to GS are complete and accurate as of the date of your admission to the Fund and no provision in such documents would prohibit any action contemplated by, or otherwise conflict with, the Prospectus and Statement of Additional Information Memorandum or Fund Agreement. You agree to provide any information that the Fund may reasonably request in order to verify that you satisfy the requirements of an investor in the Fund and the accuracy of the information provided by you in this Subscription Agreement, including without limitation, (i) bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties evidencing your assets and/or (ii) one or more written confirmations from a registered broker-dealer, an investment adviser registered with the Commission, a licensed attorney or a certified public accountant, in each case in this clause (ii) that such person or entity has taken reasonable steps to verify that you are an Accredited Investor. You agree to provide any information, certifications and representations that the Fund may reasonably request or require in order to comply with applicable United States or non-United States laws, including tax laws, or to reduce any United States or non- non-United States tax that may be imposed on the Fund or any investor in the Fund. In addition, you agree to update such information, certifications and representations if and when any such information, certifications and representations are no longer true or correct and to provide any additional true and correct information, certifications and representations required pursuant to any change in law, or the application or interpretation thereof. If you do not provide (or appropriately update) any such true and correct information, certifications and representations with respect to the Fund or the Interests Shares in which you own, the Fund may redeem all of your Interests entire Shares in accordance with the Operating AgreementMemorandum. The individual signing this Subscription Agreement represents that he or she has full power and authority to execute and deliver this Subscription Agreement in such capacity and on your behalf and you represent that he or she possesses they possess the requisite power and authority to sign on your behalf. You agree to promptly notify the Fund if there is any change with respect to any of your information, representations or warranties contained herein, including without limitation any information, representation or warranty incorporated by reference, and to provide such further information as the Fund may reasonably request. You shall be deemed to have reaffirmed, as of the date on which you fund any additional subscription, each and every representation and warranty made, and all information provided, by you in this Subscription Agreement or that is incorporated by reference. In addition, if you are participating in the Fund’s Distribution Reinvestment Plan and you or your Financial Advisor notify the Fund that there is any change with respect to any of your representations or warranties contained in Section 8 of the Subscription Agreement to which this Annex A is attached, you acknowledge and agree with the Fund that the Fund may rely on such notification to terminate your participation in such Distribution Reinvestment Plan. You hereby agree that, in the event you are provided with written confirmation of the acceptance of your subscription and such confirmation contains any incorrect information regarding you or your subscription, you will promptly notify GS. You hereby represent, warrant and agree you are subscribing for Interests solely for your own account, risk and beneficial and economic interest, as an investor, and not as an agent, trustee, nominee, investment manager or representative or in a similar agency capacity (a “Nominee”) for or on behalf of any other individual or entity. You understand that the Fund will not accept any Subscription Agreement submitted by you in a Nominee capacity, will not recognize any principal (disclosed or undisclosed) other than you and will hold you responsible for all representations, warranties, covenants and other obligations in this Subscription Agreement.

Legal Capacity; Updating Information About You. You acknowledge, represent and warrant to, and agree with the Fund Company and GS as follows: . You are duly formed, validly existing and in good standing under the laws of your jurisdiction of organization. You have the capacity to purchase Interests Shares pursuant to your organizational documents. You have satisfied any additional or different suitability standards imposed by your state of residence or imposed by any other applicable laws, and you have complied with and will comply with all laws relating to your acquisition and ownership of InterestsShares. You have all powers, have taken all required action, and are duly authorized (a) to execute, deliver and perform this Subscription Agreement, the Fund Agreement and any other agreement that you are entering into in connection with your subscription for Interests Shares and (b) to purchase and hold any InterestsShares. Such documents have been duly executed and delivered by you or GS as attorney-in-fact for you and constitute your legal, valid and binding obligation enforceable against you in accordance with their terms. At the request of GS, you agree to provide written evidence, reasonably satisfactory to GS, of all such powers, actions and authorizations (including copies of your organizational and governing documents). If such documents are not in English, you may be required, before or after your subscription, to provide English language translations of such documents. You represent that any such translation is an accurate translation. You represent and warrant that your organizational and governing documents provided to GS are complete and accurate as of the date of your admission to the Fund Company and no provision in such documents would prohibit any action contemplated by, or otherwise conflict with, the Prospectus and Statement of Additional Information Memorandum or Fund Agreement. You agree to provide any information that the Fund Company may reasonably request in order to verify that you satisfy the requirements of an investor in the Fund Company and the accuracy of the information provided by you in this Subscription Agreement, including without limitation, (i) bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties evidencing your assets and/or (ii) one or more written confirmations from a registered broker-dealer, an investment adviser registered with the Commission, a licensed attorney or a certified public accountant, in each case in this clause (ii) that such person or entity has taken reasonable steps to verify that you are an Accredited Investor,. You agree to provide any information, certifications and representations that the Fund Company may reasonably request or require in order to comply with applicable United States or non-United States laws, including tax laws, or to reduce any United States or non- United States tax that may be imposed on the Fund Company or any investor in the FundCompany. In addition, you agree to update such information, certifications and representations if and when any such information, certifications and representations are no longer true or correct and to provide any additional true and correct information, certifications and representations required pursuant to any change in law, or the application or interpretation thereof. If you do not provide (or appropriately update) any such true and correct information, certifications and representations with respect to the Fund Company or the Interests Shares in which you own, the Fund Company may redeem all of your Interests entire Shares in accordance with the Operating AgreementMemorandum. The individual signing this Subscription Agreement represents that he or she has full power and authority to execute and deliver this Subscription Agreement in such capacity and on your behalf and you represent that he or she possesses they possess the requisite power and authority to sign on your behalf. You agree to promptly notify the Fund Company if there is any change with respect to any of your information, representations or warranties contained herein, including without limitation any information, representation or warranty incorporated by reference, and to provide such further information as the Fund Company may reasonably request. You hereby agree that, in the event you are provided with written confirmation of the acceptance of your subscription and such confirmation contains any incorrect information regarding you or your subscription, you will promptly notify GS. You hereby represent, warrant and agree you are subscribing for Interests Shares solely for your own account, risk and beneficial and economic interest, as an investor, and not as an agent, trustee, nominee, investment manager or representative or in a similar agency capacity (a “Nominee”) for or on behalf of any other individual or entityentity person. You understand that the Fund Company will not accept any Subscription Agreement submitted by you in a Nominee capacity, will not recognize any principal (disclosed or undisclosed) other than you and will hold you responsible for all representations, warranties, covenants and other obligations in this Subscription Agreement.

Legal Capacity; Updating Information About You. You acknowledge, represent and warrant to, and agree with the Fund Company and GS as follows: . You are duly formed, validly existing and in good standing under the laws of your jurisdiction of organization. You have the capacity to purchase Interests Shares pursuant to your organizational documents. You have satisfied any additional or different suitability standards imposed by your state of residence or imposed by any other applicable laws, and you have complied with and will comply with all laws relating to your acquisition and ownership of InterestsShares. You have all powers, have taken all required action, and are duly authorized (a) to execute, deliver and perform this Subscription Agreement, the Fund Agreement and any other agreement that you are entering into in connection with your subscription for Interests Shares and (b) to purchase and hold any InterestsShares. Such documents have been duly executed and delivered by you or GS as attorney-in-fact for you and constitute your legal, valid and binding obligation enforceable against you in accordance with their terms. At the request of GS, you agree to provide written evidence, reasonably satisfactory to GS, of all such powers, actions and authorizations (including copies of your organizational and governing documents). If such documents are not in English, you may be required, before or after your subscription, to provide English language translations of such documents. You represent that any such translation is an accurate translation. You represent and warrant that your organizational and governing documents provided to GS are complete and accurate as of the date of your admission to the Fund Company and no provision in such documents would prohibit any action contemplated by, or otherwise conflict with, the Prospectus and Statement of Additional Information Memorandum or Fund Agreement. You agree to provide any information that the Fund Company may reasonably request in order to verify that you satisfy the requirements of an investor in the Fund Company and the accuracy of the information provided by you in this Subscription Agreement, including without limitation, (i) bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties evidencing your assets and/or (ii) one or more written confirmations from a registered broker-dealer, an investment adviser registered with the Commission, a licensed attorney or a certified public accountant, in each case in this clause (ii) that such person or entity has taken reasonable steps to verify that you are an Accredited Investor. You agree to provide any information, certifications and representations that the Fund Company may reasonably request or require in order to comply with applicable United States or non-United States laws, including tax laws, or to reduce any United States or non- non-United States tax that may be imposed on the Fund Company or any investor in the FundCompany. In addition, you agree to update such information, certifications and representations if and when any such information, certifications and representations are no longer true or correct and to provide any additional true and correct information, certifications and representations required pursuant to any change in law, or the application or interpretation thereof. If you do not provide (or appropriately update) any such true and correct information, certifications and representations with respect to the Fund Company or the Interests Shares in which you own, the Fund Company may redeem all of your Interests entire Shares in accordance with the Operating AgreementMemorandum. The individual signing this Subscription Agreement represents that he or she has full power and authority to execute and deliver this Subscription Agreement in such capacity and on your behalf and you represent that he or she possesses they possess the requisite power and authority to sign on your behalf. You agree to promptly notify the Fund Company if there is any change with respect to any of your information, representations or warranties contained herein, including without limitation any information, representation or warranty incorporated by reference, and to provide such further information as the Fund Company may reasonably request. You hereby agree that, in the event you are provided with written confirmation of the acceptance of your subscription and such confirmation contains any incorrect information regarding you or your subscription, you will promptly notify GS. You hereby represent, warrant and agree you are subscribing for Interests Shares solely for your own account, risk and beneficial and economic interest, as an investor, and not as an agent, trustee, nominee, investment manager or representative or in a similar agency capacity (a “Nominee”) for or on behalf of any other individual or entityentity person. You understand that the Fund Company will not accept any Subscription Agreement submitted by you in a Nominee capacity, will not recognize any principal (disclosed or undisclosed) other than you and will hold you responsible for all representations, warranties, covenants and other obligations in this Subscription Agreement.