SOF III - 1081 Southern Financial LLC (r) The Investor is a United States citizen Wan individual, and if an entity, is organized under the laws of the United States or a state thereof, or is otherwise a U.S. person.'- (s) The Investor (if an entity) was not formed or recapitalized and is not being utilized primarily for the purpose of making an investment in the Onshore Feeder Fund. (t) By the purchase of the Interest, the Investor represents to the Onshore Feeder Fund that the Investor (i) has neither acquired nor will it transfer or assign any of the Interest it purchases (or any interest therein), or cause any part of such Interest to be marketed on or through an "established securities market" within the meaning of Section 770400(1) of the Internal Revenue Code of 1986, as amended (the "Code") or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704(b)(2) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations; and (ii) the Investor either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for federal tax purposes or (B) is such an entity•, but neither the Investor nor any of the direct or indirect beneficial owners of the Investor have allowed or caused, or will allow or cause, 40% or more of the value of the beneficial owners' respective ownership interests in the Investor to be attributed to the person's ownership of the Interest. Further, each Investor agrees that if it determines to transfer or assign any of its Interest pursuant to the provisions hereof and subject to the Onshore Feeder LP Agreement, it will cause its proposed transferee to agree to the transfer restrictions set forth herein and to make the representations set forth in (i) and (ii) above. (u) The Investor is aware and acknowledges that purchasers of Interests in the Onshore Feeder F