EFTA Document EFTA01354154

GLOUS143 Henry Nicholas 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 Organizational Expenses Parallel Access Fund Partner Interest Partner Nonrecourse Debt Partner Nonrecourse Debt Minimum Gain Partners Partnership Partnership Expenses Partnership Information Partnership Minimum Gain Partnership Representative Percentage Interest Means Glendower Access Secondary Opportunities IV (International), L.P., a Cayman Islands exempted limited partnership. All expenses that are attributable to the organization of the General Partner, the 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 fluids 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. As set forth in 3.6. As set forth in 6.2.1. Has the same meaning as the term "partner nonrecourse debt" set forth in Treasury Regulations Section 1.704-2(b)(4). An amount, with respect to each Partner Nonrecourse Debt, equal to the 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). As set forth in the introductory paragraph of this Agreement. As set forth in the second paragraph of this Agreement. As set forth in 5.2.1.1. As set forth in 14.7.8(a). Has the same meaning as the term -partnership minimum gain" set forth in Treasury Regulations Sections 1.704-2(6)(2) and 1.704-2(d). As set forth in 14.6.2(b). 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) CONFIDENTIAL DB-SDNY-0038748 SDNY GM_00184932 EFTA01354154