EFTA Document EFTA01364664

GLDUS238 SOUTHERN FINANCIAL LLC Proprietary and Confidential Business Day Each Monday, Tuesday, Wcdncsday, Thursday and Friday which is not a day on which banking institutions in the City of New York, New York, are required by law to remain closed. Capital Account As set forth in 8.1.1. Carrying Value Code Contribution With respect to any asset, the asset's adjusted basis for federal income tax purposes; provided, however, that (i) the initial Carrying Value of any asset contributed to thc Partnership shall be adjusted to equal its gross fair market value at the time of its contribution, and (ii) the Carrying Values of all assets held by the Partnership shall be adjusted to equal their respective gross fair market values (taking Section 7701(g) of the Code into account) upon an election by the Partnership to revalue its property in accordance with Treasury Regulation Section 1.704-1(b)(2Xiv)(f) and upon liquidation of the Partnership. The Carrying Value of any asset whose Carrying Value was adjusted pursuant to the preceding sentence thereafter shall be adjusted in accordance with the provisions of Treasury Regulation Section 1.704- 1(b)(2Xiv)(a The United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and, as applicable, the Treasury Regulations thereunder. With respect to any Partner at any time, the aggregate amount of capital contributions made to the Partnership by such Partner, adjusted in accordance with the other provisions of this Agreement, including, without limitation, 6.2 (relating to the return of contributions subject to subsequent drawdown) and 6.3.2(a)(5), but excluding the contribution of an interest-equivalent amount pursuant to 3.3.1(a)(4), the amount of any interest payable pursuant to 6.3. I and 6.3.2, and any other amounts contributed pursuant to 5.2.1.5, 11.1.8 or Article 12. Covered Company Refers to a Partner that is (i) a Covered Company Person or (ii) a Person (other Partner than an Exempt Entity) in which a Covered Company Person has a direct or indirect Beneficial Interest. Covered Company Refers to a Person that is an executive officer or director of a "public Person company" or "covered non-public company" (in each case as defined in Rule 5131) or a person "materially supported" (as defined in Rule 5131) by such an officer or director. Covered Company Means the percentage of the Beneficial Interests in the Partnership that are Person Ownership held in the aggregate directly or indirectly by Covered Company Persons with Percentage respect to a particular company. Covered Person As set forth in 12.1.1. Credit Facility As set forth in 4.2. Default Rate As set forth in 6.3.1. Glendower Access Secondary Opportunities IV (U.S.), L.P. 1-2 Amended and Restated LimikAlPartntrchip Agreement CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055212 CONFIDENTIAL SDNY GM_00201396 EFTA01364664