EFTA01452140.pdf

SOF III -1081 Southern Financial LLC herein contained or to correct any printing, clerical or typographical error or omission so long as such amendment under this clause (iii) does not adversely affect the interests of the Limited Partners; (c) all instruments that GP Ltd reasonably determines to be appropriate in connection with the formation or operation of any Parallel Fund or Alternative Investment Vehicle and the Transfer of a Limited Partner's Interest to any such Parallel Fund or Alternative Investment Vehicle, including the admission of such Limited Partner to any such Parallel Fund or Alternative Investment Vehicle following receiving such Limited Partner's prior written consent; (d) all conveyances, notices and other instruments that GP Ltd determines to be appropriate to reflect and effect the dissolution, winding up and termination of the Fund in accordance with the terms of this Agreement (e) all instruments relating to (0 Transfers of Interests or the admission of Substitute Partners or Subsequent Closing Partners, (ii) the treatment of a Defaulting Partner or an Excused Partner or (iii) any change in the Commitment of any Limited Partner, all in accordance with the terms of this Agreement; (f) all amendments to this Agreement duly approved and adopted in accordance with this Agreement; (g) certificates of business or assumed name and such other forms, certificates and instruments as may be necessary under the fictitious or assumed name statutes from time to time in effect in the United Kingdom, the Cayman Islands and in all jurisdictions in which the Fund conducts or plans to conduct investment or other activities; (h) all instruments that GP Ltd determines to be appropriate in connection with forming and operating an investment vehicle and the Transfer of a Limited Partner's Interest to such investment vehicle, including the admission of such Limited Partner to such investment vehicle, all as contemplated by Section 10.1(g) hereof and by section 5.11 of the Deed of Adherence; (i) all instruments that GP Ltd determines to be appropriate in connection with any Indebtedness incurred by the Fund; and (j) any other instruments reasonably determined by GP Ltd to be necessary or appropriate in connection with the proper conduct of the investment or other activities of the Fund and that do not adversely affect the interests of the Limited Partners. Such attorney and agent shall not, however, have the right, power or authority to amend or modify this Agreement, when acting in such capacities, except to the extent authorised herein. Each Limited Partner hereby agrees not to revoke this power of attorney. This 97 504964304v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109037 CONFIDENTIAL SDNY GM_00255221 EFTA01452140