EFTA01452149.pdf

SOP III -1081 Southern Financial LIS or any Parallel Fund (including its feeder funds) to disclose or refrain from disclosing certain confidential information as a result of the legal, tax, regulatory or other status of such Limited Partner or investor or one or more of its beneficial owners. 13.14 VAT. All amounts payable pursuant to this Agreement shall unless otherwise stated be exclusive of any VAT thereon, and the Fund shall be responsible for any VAT that may be payable including any VAT on any fee payable to the Manager in accordance with the Investment Management Agreement. If the General Partner is liable to pay any VAT by reason of its being treated as making taxable supplies pursuant to this Agreement, it shall be entitled to be indemnified out of Available Assets in respect of such liability. 13.15 No Third Party Beneficiaries. The provisions of this Agreement, including Section 5.4, are intended solely to benefit the Partners and confer rights pursuant to the Contracts (Rights of Third Parties) Act 1999 on the Covered Persons and, except as contemplated by Section 4.1(d), to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit or right upon any other Person (including, without limitation, any creditor of the Fund) and no such other Person shall be a third party beneficiary of this Agreement or have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Notwithstanding the generality of the foregoing and except with respect to security and other arrangements contemplated by Section 4.1(d) to which the General Partner has consented, no Partner nor any Covered Person shall have any duty or obligation to any creditor of the Fund to make any advances to the Fund pursuant to Section 5.4 or any other provision of this Agreement or to cause the General Partner to deliver to any Partner a Drawdown Notice. No Covered Person shall be entitled to transfer or assign any right to enforce a term under this Agreement and their consent shall not be required for any amendments to this Agreement unless such amendment extinguishes or adversely affects or alters the rights hereunder. 13.16 Set-off Where any Limited Partner owes any amount or has incurred any liability to the Fund or the General Partner under this Agreement, and whether such liability is liquidated or unliquidated, the General Partner or the Manager shall be entitled to set-off the amount of such liability against any sum or sums that would otherwise be due to such Limited Partner under this Agreement. Any exercise by the General Partner of the right of set-off under this clause shall be without prejudice to any other rights or remedies available to the Manager, General Partner or the Fund under this Agreement or otherwise. 13.17 Compliance with Anti-Money Laundering Requirements. Notwithstanding any other provision of this Agreement to the contrary, the General Partner, in its own name and on behalf of the Fund, shall be authorised without the consent of any Person, including any other Partner, to take such action as it determines in its sole discretion to be necessary or advisable to comply with any anti-money laundering 106 504964304v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109046 CONFIDENTIAL SDNY GM_00255230 EFTA01452149