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GLDUS126 Pacific Life Insurance Co
Proprietary and Confidential
APPENDIX I
Glendower Access Secondary Opportunities W (U.S.), L.P.
DErenrioNs
For purposes of this Agreement, the following terms shall have the meanings set forth below (such
meanings to be equally applicable to both singular and plural forms of the terms so defined). Additional
defined terms are set forth in the provisions of this Agreement to which they relate.
20% Holder
Access Fund Default
Additional Limited
Partner
Administrator
Advisers Act
Affiliate
Agreement
Alternative
Investment Vehicles
Anti-Money
Laundering Laws
Approved Agent
BBA
Beneficial Interest
As set forth in 14.7.13.
As set forth in 6.3.3.
As set forth in 3.3.1(a).
The administrator of the Partnership, as appointed by the General Partner.
The United States Investment Advisers Act of 1940, as amended.
With respect to the Person to which it refers. a Person that directly or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, such subject Person.
As set forth in the introductory paragraph to this Agreement.
As set forth in 3.5(a).
As set forth in 3.3.3(aX2).
Means any agent for a Partner or, as the case may be, an agent or
nominee (or both), if duly appointed, for the legally appointed:
(i) representative of a Partner who is deceased; (ii) trustee in bankruptcy
of a Partner who is bankrupt; or (iii) curator, guardian or receiver of a
Partner who is mentally incapable of managing his affairs. The General
Partner may, unless it has actual notice to the contrary, accept the
written representation of an Approved Agent that such Approved Agent
is the duly appointed agent or nominee (or both) of any Partner or of
any of the Persons in (i), (ii) or (iii) above without further investigation
or verification.
As set forth in 14.6.2(a).
Has the meaning ascribed to it in Rule 5130.
(ilendmver Access Sccondar,.. Opportunities IV (U.S.), L.P.
Amended and Rw‘taled Limited ParMa,lip Amoment
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
CONFIDENTIAL
SDNY GM_00185803
DB-SDNY-0039619
EFTA01354976
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GLDLIS126 Pacific Life Insurance Co
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