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EFTA01451536

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SOF III - 1081 Southern Financial LLC made to the Limited Partners for the purpose of funding any obligations of the Master Fund and any follow-on investments and (iii) distributions made to the Limited Partners to the extent of funded advances used to fund drawings of the "General Partner's Share" (as defined in the Master Fund Partnership Agreement) or pay organizational expenses and other expenses of the Master Fund. Accordingly, the Onshore Feeder Fund may be required to make capital contributions in excess of its commitment, and to the extent such recalled or retained amounts are reinvested in investments, the Feeder Funds will remain subject to investment and other risks associated with such investments. The Onshore Feeder Fund has the right to recall capital contributions to (i) to meet the Onshore Feeder Fund's obligations to fund recalls of capital contributions of the Master Fund, (ii) to meet the Onshore Feeder Fund's over-commitment obligations, (iii) to satisfy any shortfall resulting from a Limited Partner's default, (iv) to pay expenses of the Feeder Funds (including Onshore Feeder Fund Management Fees and all amounts payable under a credit facility, if any), (v) to satisfy indemnification and other obligations (including recalls of capital by the Master Fund in respect of indemnification obligations), (vi) to maintain a funding reserve or (vii) to meet any withholding or other tax liability. Consequences of Default. A default by a Limited Partner on its obligation to make a required capital contribution when such contribution is due that is not cured on a timely basis may result in loss of all or a substantial part of the Limited Partner's investment in a Feeder Fund, as well as other remedies. A default by one Limited Partner could have material adverse consequences on other Limited Partners. In the event of a default, non-defaulting Limited Partners may be required to fund the portion of the defaulting Limited Partners' capit

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