SOF III - 1081 Southern Financial LLC granted hereby, and that such Subscription Agreement and any other agreements and power of attorney shall survive (i) changes in the transaction, documents and instruments described in the Memorandum and the Onshore Feeder LP Agreement which in the aggregate are not material to the Investor or which are contemplated by, or made in accordance with, the Memorandum or the Onshore Feeder LP Agreement, as the case may be, and (ii) the death, disability, termination or winding up of the Investor. (e) The Investor hereby irrevocably constitutes and appoints State Street Bank and Trust Company (and any substitute or successor thereto) (the "Administrator") and Deutsche Bank Trust Company Americas (and any substitute or successor thereto) (the Investment Manager") as its true and lawful attorney in its name, place and stead, (i) to receive and pay over to the General Partner on behalf and at the direction of the Investor, to the extent set forth in this Subscription Agreement, all funds received hereunder (ii) to complete or correct, on behalf of the Investor, all documents to be executed by the Investor in connection with the Investor's subscription for an Interest, including, without limitation. filling in or amending amounts, dates and other pertinent information required in this Subscription Agreement; (iii) to act on behalf of such Investor with respect to any of the actions that may be taken against it, as a Limited Partner, in the event of a default by such Limited Partner, as described in the Memorandum; and (iv) as applicable, to execute, acknowledge, swear to and file: (A) the Onshore Feeder LP Agreement and any amendment, modification or change to such agreement; (B) the agreement of limited partnership (or equivalent agreement) and any amendment, modification or change to such agreement of any parallel investment entity established in accordance with the provisions of the Onshore Feeder LP Agreement (the