mited Partners to such Parallel Fund and the withdrawal of such Limited Partners from the Fund may be executed on behalf of the Limited Partners by GP Ltd or the Manager pursuant to the power of attorney granted by each of the Limited Partners pursuant to Section 12.2. (iv) Certain Adjustments. If on

the admission of the Limited Partners to such Alternative Investment Vehicle may be executed on behalf of the Limited Partners investing therein by GP Ltd or the Manager pursuant to the power of attorney granted by each of the Limited Partners pursuant to Section 12.2. ARTICLE V COMMITMENTS; CAPITAL

is a regulated activity for purposes of this Agreement. 7.3 General Partner's Share. (a) Payment and Calculation of the General Partner's Share. GP Ltd shall, beginning on the later of (A) the date on which the investment period of SOF II expires and (B) the date of the Initial Closing (the "GPS St

uch 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 p

ssion 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 th

ger to be in breach of FSMA. (b) Subject to Section 7.2 and notwithstanding any other provision to the contrary contained in this Agreement: (i) GP Ltd shall be exclusively responsible for managing and operating the Fund (as described in Section 2.1(a)); (ii) GP Ltd shall exclusively have the powe

of the removal of the replaced General Partner and without regard to Portfolio Investments made, or fees and expenses incurred, thereafter; (iv) GP Ltd shall thereafter be entitled to receive the General Partner's Share pursuant to Article VII accrued up to the date of such election, but not any su

removal of the replaced General Partner and shall continue the investment and other activities of the Fund without dissolution. (b) Where either GP Ltd or GP LP is removed as general partner of the Fund pursuant to this Section 2.6, the other shall be removed automatically and the provisions of thi

the admission of the Limited Partners to such Alternative Investment Vehicle may be executed on behalf of the Limited Partners investing therein by GP Ltd or the Manager pursuant to the power of attorney granted by each of the Limited Partners pursuant to Section 12.2. ARTICLE V COMMITMENTS; CAPITAL

mited Partners to such Parallel Fund and the withdrawal of such Limited Partners from the Fund may be executed on behalf of the Limited Partners by GP Ltd or the Manager pursuant to the power of attorney granted by each of the Limited Partners pursuant to Section 12.2. (iv) Certain Adjustments. If on

is a regulated activity for purposes of this Agreement. 7.3 General Partner's Share. (a) Payment and Calculation of the General Partner's Share. GP Ltd shall, beginning on the later of (A) the date on which the investment period of SOF II expires and (B) the date of the Initial Closing (the "GPS St

ceive distributions in respect of Loans advanced by it to the Fund; (g) where the replaced Manager was removed pursuant to Section 7.6(b) or (c), GP Ltd shall, on the date of such removal, receive an amount equal to the aggregate 75 504964304v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-

SOF III -1091 Southern Financial LLC General Partner's Share (including advances on account thereof) received by GP Ltd in the eight calendar quarters immediately preceding the replaced Manager's removal; (h) for all other purposes of this Agreement, the replacement