EFTA01452224.pdf

SOF III - 1081 Southern Financial LLC Feeder Fund, to the extent such payment, advance or contribution is within the Investor's control, shall cause the General Partner, the Investment Manager or the Administrator to be in violation of any applicable anti-money laundering laws in the United Kingdom, including the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 and the anti-money laundering rules of the U.K. Financial Services Authority or any successive U.K. governmental agency or the anti-money laundering laws of any other applicable jurisdiction; (iv) that all payments, advances and contributions by the Investor to the Onshore Feeder Fund and all payments and distributions to the Investor from the Onshore Feeder Fund will only be made in the Investor's name and to and from a bank account of a bank based or incorporated in or formed under the laws of the United States or a bank that is not a "foreign shell bank" within the meaning of the Bank Secrecy Act and the regulations promulgated thereunder; (v) in connection with its subscription for an Interest and so long as the Investor holds any Interest in the Onshore Feeder Fund, to promptly provide to the General Partner, the Investment Manager, the Administrator or any other party designated for receipt of such information, upon their request, documentation verifying the Investor's identity, and any additional documents or information about the Investor, its legal representatives, authorized signatories, its legal or beneficial owners, control structure, or its affiliates that Deutsche Bank, the Onshore Feeder Fund, the General Partner, the Administrator or their delegates may require in order to comply with any money laundering or related laws, rules or regulations, including such applicable information as set out in Annex B to the Investor Questionnaire; (vi) that due to money laundering requirements within their respective jurisdictions (which requirements are in effect at the time this Subscription Agreement is submitted to the Onshore Feeder Fund or which become effective at any future time), the General Partner or the Administrator may require further evidence of the Investor's identity and source of funds before, and from time to time after, this Subscription Agreement can be processed, and the General Partner or the Administrator may be required to take such other actions as may be necessary for the General Partner or the Administrator to comply with such money laundering regulations; (vii) that it hereby consents to disclosure to govemmental authorities or other parties information provided pursuant to this Section 4 if the General Partner or the Administrator determines such disclosure is necessary or advisable pursuant to applicable law or regulations; and (viii) to hold harmless and indemnify each of the General Partner, the Investment Manager, the Administrator and their respective designees against any losses arising from the failure to process such Investor's application if such Investor does not provide such requested information (or from inaccuracies in the representations and warranties made, or other information provided, by the Investor herein or in the Investor Questionnaire). The Investor understands and agrees that the General Partner or the Investment Manager may be obligated to - freeze" the Investor's Interest, either by prohibiting additional Capital Contributions and/or declining any transfer or withdrawal requests or Distributions with respect to such Interest, if the Investor is or becomes a Prohibited Person or otherwise as the General Partner or Investment Manager reasonably deems it necessary to comply with applicable money laundering or related rules or regulations, and that the General Partner or the Investment Manager may also be required to report such action and to disclose the Investor's identity to OFAC, HMTAFU, the U.K. Serious Organised Crime Agency or other appropriate regulatory body. To the fullest extent permitted by applicable law, the Investor shall have no claim against any person for any form of damages as a result of any of the actions described in this clause. (b) The Investor understands, acknowledges, represents and agrees that many jurisdictions arc in the process of changing or creating anti-money laundering, embargo and trade sanctions, or similar laws, regulations, requirements (whether or not with force of law) or regulatory policies and many financial intermediaries arc in the process of changing or creating responsive disclosure and compliance policies (collectively "Requirements") and the Onshore Feeder Fund could be requested or required to obtain certain assurances from Investors subscribing for Interests, disclose information pertaining to them to governmental, regulatory, self-regulator), or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. The Investor understands, acknowledges. represents and agrees that it is the Onshore Feeder Fund's policy to comply with Requirements to which it Subscription Agreement -13 Confidential CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109139 CONFIDENTIAL SDNY_GM_00255323 EFTA01452224