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EFTA01451738

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SOF III - 1081 Southern Financial LLC Fund Expenses, and each additional Limited Partner admitted to the Partnership at a Subsequent Closing shall make Capital Contributions to the Partnership in accordance with Section 2.04(c). In addition, each Limited Partner admitted on the Initial Closing Date shall pay the placement fee specified in its Subscription Agreement in full on the Initial Closing Date and such payment shall not reduce such Limited Partner's Remaining Capital Commitment. (b) The Limited Partners expressly agree that the General Partner may in its discretion cause the Partnership to admit additional or substituted Limited Partners or allow existing Limited Partners to increase their Capital Commitment (i) at any time until and including the Final Admission Date of the Master Fund (as defined in the Master Fund LPA) (any such admission pursuant to this clause (i), a "Subsequent Closing"), (ii) in connection with a Default by a Limited Partner, in accordance with Section 5.03, (iii) in connection with a Transfer, in accordance with Article 10, or (iv) in connection with a transfer of a Limited Partner's Interest from a Parallel Investment Entity in accordance with Section 3.04 or from the Offshore Feeder Fund in accordance with Section 10.01. Each such additional or substituted Limited Partner shall become a Limited Partner upon compliance with the provisions of Section 10.02(b). The admission of any additional or substituted Limited Partner to the Partnership or the increase of a Limited Partner's Capital Commitment shall not require the approval of any Limited Partner. (c) Each additional Limited Partner admitted to the Partnership at a Subsequent Closing and each existing Limited Partner increasing its Capital Commitment, only with respect to the amount of such increase, shall be required, in connection with such Subsequent Closing, to the extent not covered by the second sentence of this Section 2.04(c), (i) to fund (x) its P

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