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EFTA01452184

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SOF III - 1081 Southern Financial LLC reference to capital calls by the Master Fund and capital contributions by the Onshore Feeder Fund to the Master Fund refer to any amounts required to be "contributed," "funded" or "advanced" to the Master Fund, as described in the Master Fund LPA. Section 3.02. Powers. The Partnership shall have the power and authority to take any and all actions necessary, appropriate, desirable, advisable, incidental or convenient to, or for the furtherance of, the purposes of the Partnership as set forth herein, including (i) to commit to the Master Fund an aggregate amount in excess of the aggregate Capital Commitments solely to cover expenses of the Feeder Funds and Defaults, or (ii) to borrow funds, in an aggregate amount up to 20% of the aggregate Capital Commitments for purposes of temporarily funding all or any portion of any Feeder Fund Expenses or capital calls by the Muter Fund in advance of receipt of such amounts from the Limited Partners and to cover Defaults by Limited Partners or over- commitments to the Master Fund as described in clause (i) of this Section 3.02. Without limiting the generality of the foregoing, the Partnership may enter into a credit facility with a third party (the "Credit Facility"). The Partnership, and the General Partner on behalf of the Partnership (and, to the extent authorized by the General Partner, the Investment Manager on behalf of the General Partner), may enter into and perform any Subscription Agreement, Placement Agent Agreement, any subscription agreement, the Master Fund LPA or any other agreement relating to the Master Fund, and all documents contemplated thereby or related thereto, and all amendments thereto, all without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement. The authorization set forth in the preceding sentence shall not be deemed a restriction on the power and authority of

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