SOF III - 1081 Southern Financial LLC (c) The Investor (i) is an "accredited investor" within the meaning given to such temi in Regulation D under the Securities Act (ii) is a "qualified purchaser" within the meaning given to such term in the 1940 Act (iii) is a U.S. Tax Person; and (iv) agrees to notify the Onshore Feeder Fund if any of the foregoing representations ceases to remain true and understands that if it appears to the management of the Onshore Feeder Fund that any of the foregoing representations are incorrect with respect to the Investor, the Onshore Feeder Fund may, among other remedies, require the Investor to withdraw from the Onshore Feeder Fund and to be admitted as a limited partner of a Parallel Investment Entity or subject the Investor's Interest to forfeiture to the Onshore Feeder Fund or to otherwise compulsory repurchase or transfer, with or without compensation, with no further distributions with respect to such forfeited, repurchased or transferred Interest. (d) The Investor understands and acknowledges that (i) the Investor must bear the economic risk of its investment in the Interest until the termination of the Onshore Feeder Fund or until the Investor otherwise ceases to be an Investor in the Onshore Feeder Fund; (ii) the Interest has not been registered under the Securities Act, any state securities laws or laws of any other jurisdiction, and is being offered and sold in reliance upon exemptions provided in such laws for transactions not involving any public offering and, therefore, the Interest cannot be resold or transferred unless it is subsequently registered under the Securities Act and applicable state laws or unless an exemption from such registration is available; (iii) the Investor is purchasing the Interest for investment purposes only for the account of the Investor and not with any view toward a distribution thereof: (iv) the Investor is investing in the Onshore Feeder Fund as a common investment vehic