EFTA01452204.pdf

SOF III - 1081 Southern Financial LLC Investment Manager or the Administrator is authorized to disclose such information concerning each Limited Partner to the Master Fund or as it determines is required in order to comply with any law, rule or regulation, or in response to any summons or subpoena, or in connection with any litigation. Each Limited Partner further agrees that, at the request of the General Partner, the Investment Manager or the Administrator, it will keep current any such information previously furnished and that the General Partner and the Investment Manager may rely on the accuracy and current status of such information in making (or determining the need to make) any filing on behalf of the Partnership. Each Limited Partner understands, acknowledges, represents and agrees that in the event a Limited Partner fails to honor any such request, the General Partner may be obligated to "freeze" such Limited Partner's Interest, have the Partnership redeem such Limited Partner's Interest, or force a sale to another person or entity such Limited Partner's Interest. Section 16.04. Entire Agreement This Agreement (including Schedule A attached hereto), the Subscription Agreements, the Side Letters (as defined herein) and any other writing between any Limited Partners and the General Partner or the Investment Manager entered into in connection herewith, shall constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and shall supersede any prior understanding or agreement, oral or written with respect thereto. The parties hereto acknowledge that, notwithstanding anything else contained in this Agreement, the General Partner, on its own behalf and/or on behalf of the Partnership, without any act, Consent or approval of any Limited Partner, may from time to time enter into, deliver and perform other written agreements with one or more Limited Partners establishing rights under, or supplementing or altering the terms of, this Agreement and/or the Subscription Agreements (each a "Side Letter"). The parties agree that any rights established, or any terms of this Agreement or the Subscription Agreements supplemented or altered, in a Side Letter shall govern with respect to such Limited Partner (but not any of such Limited Partner's assignees or transferees unless so specified in such Side Letter) notwithstanding anything else contained in this Agreement or the Subscription Agreements. The General Partner and the Partnership shall have no obligation to provide copies of any Side Letters to any Limited Partner. Each Limited Partner acknowledges that it has no rights under or with respect to any Side Letter to which it is not a party and waives any and all claims with respect to each such Side Letter and the rights and duties of the parties thereto. The Master Fund General Partner, on its own behalf and/or on behalf of the Master Fund, may also from time to time enter into, deliver and perform other written agreements with one or more limited partners of the Master Fund establishing rights under, or supplementing or altering the terms of, the Master Fund LPA and/or the Master Fund subscription agreements (each a "Master Fund Side Letter") with one or more limited partners of the Master Fund (including the Onshore Feeder Fund). Each Limited Partner acknowledges that, notwithstanding anything to the contrary in the Master Fund LPA, (i) such Limited Partner shall not be entitled to the benefit of, and shall have no rights under or with respect to, any Master Fund Side Letter and (ii) the General Partner and the Partnership shall have no obligation to provide copies of any Master Fund Side Letter that the Partnership receives in its capacity as a limited partner of the Master Fund to such Limited Partner. Each Limited Partner waives any and all claims with respect to each such Master Fund Side Letter and the rights and duties of the parties thereto. Section 16.05. Binding Effect. This Agreement and all of the terms and provisions hereof shall be binding upon, and shall inure to the benefit of, the parties hereto and subject to 42 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109116 CONFIDENTIAL SDNY_GM_00255300 EFTA01452204