GLDUStai Greg Martin Prospective investors should not construe the contents of this Memorandum as legal, tax, investment, or accounting advice. Each prospective investo

GLGUS141 Greg Martin Proprietary and Confidential Limited Partner to make a capital contribution to the Partnership on their Initial Drawdown Date equal to a portion o

GLDUStal Greg Martin Proprietary and Confidential allocations and distributions may differ as a result of taxes and other expenses paid or payable by the Alternative I

GLGUStai Greg Martin Proprietary and Confidential (c) Each Limited Partner acknowledges and agrees that (I) the Partnership or the General Partner may release confide

GLDUStm Greg Martin Proprietary and Confidential Partnership Expenses and other similar items and (ii) distributions, to minimize the tax and other costs associated w

GLDUStal Greg Martin Proprietary and Confidential 63.2 Default. (a) Except as otherwise provided in this Agreement (including in 11.1.8 and 14.7.11), if any Limited

GLDUS141 Greg Martin Proprietary and Confidential (5) Cause the compulsory Transfer without compensation of up to one hundred percent (100%) of the Defaulting Partner

&GUS t ai Greg Martin Proprietary and Confidential 2.2 NAME; OFFICES. The name of the Partnership is "Glendower Access Secondary Opportunities IV (U.S.), L.P.' The Pa

GLDUSI41 Greg Martin Proprietary and Confidential 6.3.2 Default 17 6.3.3 Bifurcated Default. 20 6.3.4 Assignment of Partner Contributions. 20 ARTICLE 7 - DISTR

GLDUS141 Greg Martin Proprietary and Confidential Appendix II and the remaining assets of the Partnership shall then be distributed to the Partners in cash (to the ext

GLGUStai Greg Martin Proprietary and Confidential or applied to the payment or reimbursement of expenses or liabilities of the Partnership or (c) used for other purpos

GLDUS141 Greg Martin Proprietary and Confidential 11.1.5(b) or otherwise, and on written representations from other Partners made prior to or contemporaneously with su

GLDUStal Greg Martin Proprietary and Confidential (15) Except to the extent not permitted by the Delaware Act, limit or eliminate such Defaulting Partner's ability to

GLDUS141 Greg Martin Proprietary and Confidential indirectly through the Partnership (or by the Indemnitee against the Partnership and/or the General Partner). 12.2.4

GLDUSI41 Greg Martin Proprietary and Confidential respect to one or more capital calls, and (ii) in connection with the initial capital commitment of any Partner to ta

GLDUStal Greg Martin Proprietary and Confidential 7.2.2 Operational Rules. For purposes of 7.2.1 and this 7.2.2: (a) If distributions to which a Defaulting Partner

GLDUS141 Greg Martin Proprietary and Confidential distribution that such Limited Partner is required to return to the Partnership pursuant to the Delaware Act; and (c)

GLDUS141 Greg Martin Proprietary and Confidential omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as to m

GLDUS141 Greg Martin Proprietary and Confidential necessary• to or useful in the performance of its duties in that capacity) shall be borne by the Partnership. (b) F

GLDUStal Greg Martin Proprietary and Confidential against the drafting party), it being understood that the parties to this Agreement are sophisticated and have had ad