EFTA01452150.pdf

SOP III -1091 Southern Financial LLC or anti-terrorist laws, rules, regulations, directives or special measures, including the actions contemplated by the Deeds of Adherence. 13.18 Non-Recognition of Trust Arrangements. The General Partner shall treat those Limited Partners registered as limited partners of the Fund on the Register as the Limited Partners under this Agreement and shall not (other than as agreed otherwise herein) recognise the beneficiaries of any trust arrangement or other arrangement under which any such Limited Partner may hold its Interest as having any rights in relation to the Fund or under this Agreement whether or not such arrangement shall have been notified to it. 13.19 Counsel. Each Limited Partner hereby acknowledges and agrees that Debevoise & Plimpton LLP and any other law firm retained by the General Partner and the Manager in connection with the organisation of the Fund, the offering of Interests, the management and operation of the Fund, or any dispute between the General Partner and any Limited Partner, is acting as counsel to the General Partner and as such, to the fullest extent permitted by law, does not represent or owe any duty to such Limited Partner or to the Limited Partners as a group in connection with such retention. Each Limited Partner further acknowledges that Debevoise & Plimpton LLP shall, to the fullest extent permitted by law, owe no direct duties to such Limited Partner. In the event that any dispute or controversy arises between any Limited Partner and the Fund, or between any Limited Partner and the General Partner, the Manager and/or any of their Affiliates that Debevoise & Plimpton LLP represents, then each Limited Partner agrees that Debevoise & Plimpton LLP may represent the Fund, the General Partner, the Manager and/or their Affiliates in any such dispute or controversy to the extent permitted by the New York Lawyer's Code of Professional Responsibility or similar rules in any other jurisdiction, and each Limited Partner hereby consents to such representation. 13.20 Currency. The term "dollar" and the symbol "$", wherever used in this Agreement, shall mean the U.S. dollar. 13.21 Deed. It is the intention of the parties to this Agreement that this Agreement be executed as a deed. 13.22 Counterparts- Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement. Any signature on the signature page of this Agreement may be an original or a fax or electronically transmitted signature. 13.23 Agent for Service. Unless otherwise agreed by the General Partner, each of the Limited Partners not resident in the United Kingdom shall, by signing a Deed of Adherence and unless otherwise provided in such Limited Partner's Deed of Adherence, be treated as having appointed the Manager as its agent for the service of process in England and Wales for any matter or dispute arising out of or in connection with this 107 50496904v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109047 CONFIDENTIAL SDNY_GM_00255231 EFTA01452150