S0F III -1081 Southern Financial LLC ARTICLE VII APPOINTMENT OF THE MANAGER; GENERAL PARTNER'S SHARE 7.1 Appointment of the Manager 70 7.2 Regulated Activities 71 7.3 General Partner's Share. 71 7.4 Drawings by GP Ltd. 73 7.5 Allocation of Profits 74 7.6 Removal of the Manager 74 ARTICLE VIII BOOKS AND RECORDS; REPORTS TO PARTNERS; ETC. 8.1 Maintenance of Books and Records. 76 8.2 Audits and Reports 77 8.3 Annual Meeting. 78 8.4 Tax Information. 78 ARTICLE IX INDEMNIFICATION 9.1 Indemnification of Covered Persons 79 9.2 Return of Certain Distributions to Fund Indemnification 81 9.3 Other Sources of Recovery. 82 9.4 Indemnification Agreements for Covered Persons 83 ARTICLE X TRANSFERS; SUBSEQUENT CLOSING PARTNERS 10.1 Transfers by Partners. 83 10.2 Subsequent Closing Partners 87 ARTICLE XI DISSOLUTION AND WINDING UP OF THE FUND 11.1 Dissolution. 90 11.2 Winding Up 91 11.3 Clawback. 92 11.4 Dissolution. 93 iv 60496904v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108939 CONFIDENTIAL SDNY GM_00255123 EFTA01452057