EFTA Document EFTA01452111

S0F III -1081 Southern Financial LLC 6.9 Withholding. (a) General. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Fund, each of the other Partners and each Covered Person who is or who is deemed to be the responsible withholding agent or is otherwise liable for U.S. federal, state or local or non-U.S. income or corporation tax purposes against all claims, liabilities and expenses of whatever nature relating to such Covered Person's