EFTA01452143.pdf

SOF III - 1081 Southern Financial LLC 13.5 Severability. Every term and provision of this Agreement is intended to be severable. If any term or provision of this Agreement is held to be invalid or unenforceable by any judicial or competent authority, all other terms and provisions of this Agreement shall remain in full force and effect and shall not in any way be impaired. Furthermore, if any term or provision of this Agreement is held to be invalid or unenforceable (or would be so held if it were not for this Section 13.5), but would be valid or enforceable if some part of parts of the term or provision were deleted, the term or provision in question shall apply with the minimum modifications necessary to make it valid and enforceable. 13.6 Further Actions. Each Limited Partner shall execute and deliver such other certificates, forms, agreements and documents, and take such other actions, as may reasonably be requested by the General Partner in connection with the formation of the Fund and the achievement of its purposes or to give effect to the provisions of this Agreement, in each case as are not inconsistent with the terms and provisions of this Agreement, including any documents that the General Partner determines to be necessary or appropriate to form, qualify or continue the Fund as a limited partnership in all jurisdictions in which the Fund conducts or plans to conduct its investment and other activities and all such agreements, certificates, forms, tax statements and other documents as may be required to be filed by or on behalf of the Fund. 13.7 Determinations of the Partners. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Partner is permitted or required to make a decision (a) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, such Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Fund or any other Person, or (b) in its "good faith" or under another express standard, such Partner shall act under such express standard and shall not be subject to any other or different standard. If any questions should arise with respect to the operation of the Fund that are not specifically provided for in this Agreement or the Partnership Law, or with respect to the interpretation of this Agreement, the General Partner is hereby authorised to make a final determination with respect to any such question and to interpret this Agreement in good faith, and its determination and interpretation so made shall be final and binding on all parties. Notwithstanding any other provision of this Agreement, including the preceding provisions of this Section 13.7, the Partners shall comply with the implied contractual covenant of good faith. To the fullest extent permitted by applicable law, the parties hereto acknowledge that the terms of this Agreement are the result of negotiations, and therefore agree that this Agreement shall be construed without regard to, or aid of, any canon or rule requiring construction against the party causing this Agreement to be drafted. 100 50496934v01 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0109040 CONFIDENTIAL SDNY GM_00255224 EFTA01452143