EFTA01386559.pdf

GLDUS238 SOUTHERN FINANCIAL LLC Proprietary and Confidential purposes of 13.2, in determining both the aggregate Contributions of all Limited Partners and the aggregate Contributions of those Limited Partners voting in favor of or against a particular proposal. Except as otherwise explicitly provided in this Agreement, any interest held by any Person as a Non-Voting Interest shall be identical to all other limited partnership interests in all respects other than with regard to votes and consents. Offshore Access Fund Means Glendower Access Secondary Opportunities IV (International), L.P., a Cayman Islands exempted limited partnership. Organizational All expenses that are attributable to the organization of the General Partner, the Expenses Partnership and any Parallel Access Fund or Feeder Fund and the sale of interests in the Partnership, any Parallel Access Fund or Feeder Fund to the Limited Partners of the respective funds incurred by the General Partner, Investment Manager and their Affiliates (including legal, travel, accounting, tax advisory expenses. start-up filing, capital raising and other expenses and marketing costs, other organizational and start-up expenses of the General Partner and certain legal and third-party provider costs). For the avoidance of doubt, the foregoing organizational expenses do not include expenses incurred by the Placement Agents. Parallel Access Fund As set forth in 3.6. Partner Interest As set forth in 6.2.1. Partner Nonrecourse Has the same meaning as the term "partner nonrecourse debt" set forth in Debt Treasury Regulations Section 1.704-2(b)(4). Partner Nonrecourse An amount, with respect to each Partner Nonrecourse Debt, equal to the Debt Minimum Gain Partnership Minimum Gain that would result if the Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3). Partners As set forth in the introductory paragraph of this Agreement. Partnership As set forth in the second paragraph of this Agreement. Partnership Expenses As set forth in 5.2.1.1. Partnership As set forth in 14.7.8(a). Information Partnership Minimum Has the same meaning as the term - partnership minimum gain" set forth in Gain Treasury Regulations Sections 1.704-2(6)(2) and 1.704-2(d). Partnership As set forth in 14.6.2(b). Representative Percentage Interest The ratio of a Partner's Contributions to all of the Partners' Contributions; provided that, the General Partner, in its reasonable discretion, can adjust the Percentage Interests of the Partners (i) to reflect any default by a Partner with Glendower Access Secondary Opportunities IV (U.S.), L.P. 1-6 Amended and Restated LimikAlPartntrchip Agreement CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088306 CONFIDENTIAL SDNY GM_00234490 EFTA01386559