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EFTA01452112

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SOP III -1081 Southern Financial LIS received a payment from the Fund as of the time of such distribution or payment equal to the portion of such amount that is attributable to such Partner's Interest as determined by the General Partner in its sole discretion, which payment shall be deemed to be a distribution of Distributable Cash pursuant to the relevant clause of Section 6.2 to the extent that such Partner (or any successor to such Partner's Interest) would have received a cash distribution but for such withholding. To the extent that such payment exceeds the cash distribution that such Partner would have received but for such withholding, the General Partner shall notify such Partner as to the amount of such excess and such Partner shall make a prompt payment to the Fund of such amount by wire transfer, which payment shall not constitute a Loan and, consequently, shall not reduce the Remaining Commitment of such Partner or increase the balance of such Partner's Partner Account. In the event that the Fund anticipates receiving a distribution or payment from which tax will be withheld in kind, the General Partner may elect to prevent such in kind withholding by paying such tax in cash and may require each Partner in advance of such distribution to make a prompt payment to the Fund by wire transfer of the amount of such tax attributable to such Partner's Interest as equitably determined by the General Partner, which payment shall not constitute a Loan and, consequently, shall not reduce the Remaining Commitment of such Partner or increase the balance of such Partner's Partner Account. (e) FATCA. Each Partner shall provide the General Partner and the Fund with any information, representations, certificates or forms relating to such Partner (or its direct or indirect owners or account holders) that are requested from time to time by the General Partner and that the General Partner determines in its sole discretion are necessary or appropriat

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