S0F III -1081 Southern Financial LLC they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity and to the extent permitted by law, are agreed by the Partners to replace such other duties and liabilities of such Covered Person. Nothing in this Agreement shall be construed as modifying or excluding the duty of good faith owed under English law by the General Partner to the other Partners. (b) Reliance. A Covered Person shall incur no liability to the Fund or any Partner in acting in good faith upon any signature or writing believed by such Covered Person to be genuine, may rely in good faith on a certificate signed by an executive officer of any Person in order to ascertain any fact with respect to such Person or within such Person's knowledge, and may rely in good faith on an opinion of counsel selected by such Covered Person with respect to legal matters, except to the extent that such belief, reliance or selection constituted Disabling Conduct by the Covered Person (as determined in a decision based on the merits by a court of competent jurisdiction). Each Covered Person may consult with counsel, appraisers, accountants and other skilled Persons selected by such Covered Person and shall not be liable to the Fund or any Partner for anything done, suffered or omitted in good faith in reliance upon the advice of any of such Persons, except to the extent that such selection, action, suffering, omission or reliance constituted Disabling Conduct (as determined in a decision based on the merits by a court of competent jurisdiction). No Covered Person shall be liable to the Fund or any Partner for any error of judgment made in good faith by an officer or employee of such Covered Person, provided that such error does not constitute Disabling Conduct of such Covered Person (as determined in a decision based on the merits by a court of competent jurisdiction). (c) General Partner Not Liable for R