SOF III -1081 Southern Financial LW (d) Transfers by the General Partner and other Limited Partners that are Affiliates of Deutsche Bank. and Certain Transfers by the Special Limited Partner. The General Partner may not Transfer all or any part of its Interest, provided that, subject to applicable law, the General Partner may, after consultation with the Advisory Committee, Transfer all (but not part) of its interest to a Person with the consent of the Manager. If the General Partner Transfers its entire Interest pursuant to this Section 10.1(d), the Transferee shall, subject to fulfilment of any registration requirements required as a matter of English law, automatically be admitted to the Fund as a replacement general partner immediately prior to such Transfer without any further action, approval or vote of any Person, including any other Partner, upon execution of a counterpart of this Agreement and such Transferee shall continue the investment or other activities of the Fund without dissolution of the Fund, provided that no such Transfer or admission shall be effected until the applicable Transferee is permitted to assume the role of general partner as a matter of English law and an investment management agreement is entered into between the Manager and the Transferee on, mutatis intiiandis, the same terms and conditions as the Investment Management Agreement. Subject to the following sentence, the General Partner shall not permit the transfer of all or any part of the Special Limited Partner's interest in distributions attributable to another Limited Partner to any entity (other than an entity that is an Affiliate of Deutsche Bank) without the consent of the Advisory Committee. Notwithstanding anything to the contrary in this Agreement, the Special Limited Partner or any Limited Partner that is an Affiliate of Deutsche Bank may Transfer all or any portion of its Interest to a Person that is (i) not an Affiliate of Deutsche Bank in order