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EFTA01451700

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SOP III - 1081 Southern Financial LLC the custodian of a Limited Partner shall be deemed not to be a Transfer within the meaning of this Section 10.1, provided that the Limited Partner affected by such change shall (i) notify the General Partner in writing of such change promptly and in no event later than 30 days after such event and (ii) provide the General Partner with such information concerning the new trustee or other fiduciary as the General Partner reasonably deems necessary to comply with anti-money laundering laws or regulations. The records of the Fund and the Register shall be changed by the General Partner to reflect the identity of the new trustee or other fiduciary upon receipt of such notice and the execution and delivery of such documents as the General Partner shall require in connection with such change. Pending the receipt of such notice and documentation, the Fund and the General Partner shall be entitled to rely on the Register for all purposes in connection with the affected Interest. (g) Transfers of Interests of Natural Persons. Trusts. etc. If a Limited Partner is or becomes, at any time prior to the termination of the Fund (i) a natural person, (ii) a trust any portion of which is treated (under subpart E of part I of subchapter J of chapter 1 of subtitle A of the Code) as owned by a natural person or (iii) an entity disregarded for U.S. federal income tax purposes and owned (or treated as owned) by a natural person or a trust described in clause (ii) hereof, then, notwithstanding any other provision of this Agreement, the General Partner shall have full authority to form and operate an investment vehicle that is not treated as any of the Persons described in clauses (i), (ii) or (iii) above and transfer such Limited Partner's Interest to such investment vehicle. If requested by the General Partner, the Limited Partner shall execute any and all documents, opinions, instruments and certificates as the General Partner

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