EFTA Document EFTA01451699

SOF III -1081 Southern Financial LLC (i) the Limited Partner that proposes to effect such Transfer (a "Transferor") or the Person to whom such Transfer is to be made (a "Transferee") shall have paid all expenses incurred by the Fund, the General Partner or the Manager in connection therewith (whether or not such proposed Transfer is consummated); (ii) the General Partner shall have been given at least 30 Business Days prior written notice of the proposed Transfer; (iii) the Transferee