EFTA01452055

SOF III -1081 Southern Financial LLC TABLE OF CONTENTS Section Page ARTICLE I GENERAL PROVISIONS 1.1 Definitions 1 1.2 Name and Registered Principal Place of Business. 20 1.3 Purposes. 20 1.4 Registration Pursuant to the Act 20 1.5 Term. 21 1.6 Fiscal Year. 21 1.7 Powers 21 1.8 Specific Authorisation. 23 1.9 Amendment and Restatement of Agreement; Admission of Limited Partners. 23 1.10 Expenses. 24 1.11 Register. 24 ARTICLE II THE GENERAL PARTNER 2.1 Management of the Fund, etc 24 2.2 Reliance by Third Parties 25 2.3 Conflicts of Interest, etc. 25 2.4 Liability of the General Partner and Other Covered Persons. 28 2.5 No Exclusion for Breach of Regulation 29 2.6 Removal of the General Partner 29 2.7 Bankruptcy, Dissolution or Withdrawal of the General Partner 31 2.8 Payment by the General Partner of its Private Debts 31 ARTICLE III THE LIMITED PARTNERS 3.1 No Participation in Management; Voting, Notifications etc. 31 3.2 Limitation of Liability 32 3.3 No Priority. 32 3.4 ERISA Partners and Public Plan Partners 32 3.5 Limited Partners Subject to the Bank Holding Company Act. 36 11 50496904v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108937 CONFIDENTIAL SDNY GM_00255121 EFTA01452055