EFTA01452225.pdf

SOF III - 1081 Southern Financial LLC is or may become subject and to interpret them broadly in favor of disclosure. The Investor hereby agrees, and by mason of owning any Interest will be deemed to have agreed, to provide additional information directly to the Investment Manager, the General Partner or their delegates or take such other actions as may be necessary or advisable for the Onshore Feeder Fund (in the judgment of the General Partner, the Investment Manager or the Administrator) to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) or otherwise. The Investor hereby consents, and by reason of owning any Interest will be deemed to have consented, to disclosure by the Onshore Feeder Fund, the General Partner the Administrator, the Investment Manager and their respective agents to relevant third parties of information pertaining to such Investor in respect of Requirements or information requests related thereto. The Investor understands, acknowledges, represents and agrees that in the event such Investor fails to honor any such request, the General Partner or the Investment Manager may be obligated to "freeze" the Investor's Interest, have the Onshore Feeder Fund redeem such Investor's Interest, or force a sale of such Investor's Interest to another person or entity. (c) The Investor understands, acknowledges, represents and agrees that, pursuant to enhanced anti-money laundering requirements, in the event any of the personal or institutional information provided pursuant to this Section 4 changes, the Investor must immediately notify the Investment Manager of any such change and provide the Investment Manager with relevant documentation to verify such change. (d) The representations, warranties and agreements set forth in this Section 4 shall survive the closing date applicable to this subscription and will be deemed to be reaffirmed by the Investor at any time the Investor (i) makes a contribution to the Onshore Feeder Fund either in response to a capital call in furtherance of its Capital Commitment or in connection with a subsequent purchase of an additional Interest, or (ii) receives a payment or distribution from the Onshore Feeder Fund. The act of (i) making either such contributions or purchases or (ii) receiving such payments or distributions will be evidence of such reaffirmation. If at any time during the term of the Onshore Feeder Fund the representations and warranties set forth in this Section 4, or in Sections 3(m) and 3(n) above, shall cease to be true, the Investor shall promptly so notify the Investment Manager in writing. 5. Indemnity. The Investor understands that the information provided herein aill be relied upon by the Onshore Feeder Fund for the purpose of determining the eligibility of the Investor to purchase an Interest and for purposes of the Onshore Feeder Fund's investment in the Master Fund. The Investor agrees to provide, if requested, any additional information that may reasonably be required to determine the eligibility of the Investor to purchase an Interest. The Investor agrees to indemnify and hold harmless the Onshore Feeder Fund, the General Partner, its directors, employees, officers, agents or controlling persons, the Investment Manager, the Administrator and their respective, officers, employees, directors, partners, agents, legal representatives and controlling persons of any of them ("Indemnitees"), from and against any loss, expense, judgment, settlement cost, fee and related expenses (including attorneys' fees and expenses) due to or arising out of a breach of any representation, warranty or agreement of the Investor contained in this Subscription Agreement, in the Investor Questionnaire or in any other document provided by the Investor to the Onshore Feeder Fund in connection with the Investor's investment in an Interest. The Investor hereby agrees to indemnify the Indemnitees, and to hold them harmless against all liabilities, costs or expenses (including reasonable attorneys' fees) arising as a result of the sale or distribution of the Interest by the Investor in violation of the Securities Act or other applicable law or any misrepresentation or breach by the Investor with respect to the matters set forth herein. In addition, the Investor agrees to indemnify the Indemnitees and to hold such persons and firms harmless from and against, any and all loss, damage, liability or expense, including costs and reasonable attorneys' fees, to which they may be put or which they may incur or sustain by reason of or in connection with any misrepresentation made by Subscription Agreement - 14 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109140 CONFIDENTIAL SDNY_GM_00255324 EFTA01452225