S0F III - 1081 Southern Financial LLC Section 5.6(a), delivers to the Manager an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Manager, to the effect of clause (i)(A) of this Section 5.6(a) (other than as to materiality) as it relates to the determination by such Limited Partner, and provides the Manager with such other information concerning the circumstances giving rise to the excuse as the Manager may reasonably request; or (ii) the Manager (A) elects in its sole discretion (acting in good faith) to excuse such Limited Partner based on a reasonable determination that such Limited Partner's advancing of a Loan in respect of, or otherwise participating in funding, such investment is reasonably likely to have a Material Adverse Effect on the Fund or the participation of such Limited Partner in such investment would prevent the Fund from being able to consummate such investment or would otherwise result in a material increase in the risk or difficulty to the Fund of consummating such investment or impose any material filing, tax, regulatory or other burden to which the Fund, the Manager, a Portfolio Investment or any other Partner or any of their respective Affiliates would not otherwise be subject and (B) advises such Limited Partner in writing, no later than five Business Days after delivery of the relevant Drawdown Notice, of its intention to invoke the provisions of this Section 5.6(axii). The affected Limited Partner shall use its commercially reasonable efforts to alleviate the circumstances described in clause (i) or (ii) of this Section 5.6(a) and if, as a result of such efforts, such circumstances are alleviated, including through a reduction of such Limited Partner's Loan, the provisions of this Section 5.6 shall not apply or shall apply only to the affected portion of such Loan, as the case may be. Each Limited Partner agrees that its rights under this Section 5.6(a) will be exercised on an