SOF III - 1081 Southern Financial LLC that the General Partner has engaged in Removal Conduct. Upon the election of a replacement general partner of the Fund: (i) to the extent required by the Act, the replacement general partner shall thereupon cause a notice to be placed in the Gazette in accordance with section 10(1) of the Act to the effect that the replaced general partner has ceased to be the general partner of the Fund and shall become, without any further action being required of any Person, a non-voting Limited Partner and shall cease being the general partner of the Fund, but shall not thereafter be obligated to fund any Portfolio Investments, Organisational Expenses, General Partner's Share (or drawings on account of the General Partner's Share) or Fund Expenses; (ii) the replacement general partner of the Fund shall be admitted to the Fund as a general partner of the Fund pursuant to Section 2.6(a)(vi) and, to the extent required by the Act, shall promptly provide a written statement to the Registrar notifying it of the changes in the particulars required to be provided under the Act, and shall promptly amend this Agreement without any further action, approval or vote of any Person, including any other Partner, to reflect (A) the admission of such replacement general partner and (B) the withdrawal of the replaced General Partner as the general partner of the Fund; (iii) the replaced General Partner shall thereafter be entitled to receive all distributions that otherwise would have been distributable to it pursuant to this Agreement as if it had not been removed as the general partner of the Fund with respect to Portfolio Investments made by the Fund on or before the effective date 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 accr