EFTA01452141.pdf

S0F III -1081 Southern Financial LLC power of attorney shall not be affected by the subsequent disability or incompetence of any Limited Partner. This power of attorney shall survive and not be affected by the dissolution, bankruptcy or legal disability of any Limited Partner and shall extend to such Limited Partner's successors and assignees. The power of attorney granted hereby is intended to secure an interest in property and, in addition, the obligations of each relevant Limited Partner under this Agreement, and shall be irrevocable. Any attempted revocation by a Limited Partner of any power of attorney granted under this Agreement shall constitute a default by such Limited Partner hereunder and the Fund shall be entitled to any right or remedy provided by law or equity in respect of such default, including the recovery from such Limited Partner of all costs and expenses (including attorneys' fees) incurred by or on behalf of the Fund as a result of such default, and the institution of an action for specific performance of such Limited Partner's obligations hereunder (it being understood that a remedy at law may be inadequate in respect of such default). This power of attorney may be exercised by such attorney and agent for all Limited Partners (or any of them) by a single signature of GP Ltd acting as attorney with or without listing all of the Limited Partners executing an instrument. Any Person dealing with the Fund may conclusively presume and rely upon the fact that any instrument referred to above, executed by such attorney and agent, is authorised and binding, without further inquiry. If required, each Limited Partner shall execute and deliver to GP Ltd, within five Business Days after receipt of a request therefor, such further designations, powers of attorney or other instruments as GP Ltd shall determine to be necessary for the purposes hereof consistent with the provisions of this Agreement. ARTICLE XIII MISCELLANEOUS 13.1 Notices. Each notice relating to this Agreement shall be in writing and shall be delivered (a) in person, by registered or certified mail or by private courier or (b) by fax, email or other electronic means, with such confirmation as the General Partner deems appropriate under the circumstances. All notices to any Limited Partner shall be delivered to such Limited Partner at its last known address as set forth in the records of the Fund. Notices in respect ofProceedings shall be delivered to Head of Legal, Deutsche Bank AG, London Branch do Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom and all other notices to the General Partner shall be delivered to the General Partner at the principal place of business of the Fund, being as of the date hereof Deutsche Bank (Cayman) Limited, Boundary Hall, Cricket Square, 171 Elgin Avenue, PO Box 1984, Grand Cayman, KY1 1104, Cayman Islands, Attention: The Directors, with a copy to the Manager at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Attention Charles F. Smith and Carlo Pirzio-Biroli. Any Limited Partner may designate a new address for notices by giving written notice to that effect to the General Partner. The General Partner may designate a 98 60496904v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109038 CONFIDENTIAL SDNY_GM_00255222 EFTA01452141