EFTA Document EFTA01386535

GLDUS238 SOUTHERN FINANCIAL LLC Proprietary and Confidential Partners to which the related Tax Liability is attributable (and therefore shall reduce distributions under this Agreement to which such Partners otherwise would have been entitled), as determined by the General Partner in its reasonable discretion; and (b) Each Limited Partner hereby agrees to indemnify and hold harmless the Partnership and any other Indemnitee for its sham of any Tax Liability and for all claims, liabilities a