S0F III -1081 Southern Financial LLC member in the event that such member is unavailable for any reason to participate in any vote, consent or other action of the Advisory Committee. The Manager shall have the right to appoint one or more representatives of the Manager to serve as non-voting members, and as the chairperson of the Advisory Committee. Any member of the Advisory Committee may resign by giving the Manager 30 days' prior written notice, and shall be deemed removed if the Limited Partner or limited partner (or similar member) of a Feeder Fund or Parallel Fund that nominated such member (0 becomes a Defaulting Partner or a defaulting partner of the applicable Feeder Fund or Parallel Fund, (if) assigns any of its Interest or its interest in any Feeder Fund or Parallel Fund to a Person that is not an Affiliate of such Limited Partner or limited partner (or similar member), as the case may be, or WO is determined pursuant to Section 5.6(c) to be a Limited Partner or limited partner (or similar member) of a Feeder Fund or Parallel Fund whose continued direct or indirect participation in the Fund or Feeder Fund or a Parallel Fund would have a Material Adverse Effect. Upon the death, resignation or removal of a member of the Advisory Committee by the Limited Partner or limited partner (or similar member) of a Feeder Fund or Parallel Fund that nominated such member, such Limited Partner or limited partner (or similar member) of a Feeder Fund or Parallel Fund may nominate a replacement member of the Advisory Board. (b) Scope of Authority. The Advisory Committee shall be authorised to (I) consent to, approve, review or waive any matter requiring the consent, approval, review or waiver of the Advisory Committee, including transactions requiring the approval of the Fund as client pursuant to section 206(3) or any other provision of the Advisers Act, as set forth in this Agreement and (ii) provide such advice and counsel as is requested by the