GHL » Topics » . Parallel Investments Generally.

This excerpt taken from the GHL 8-K filed Apr 5, 2005.
. Parallel Investments Generally. (a) Pursuant to, and subject to the limitations contained in, Section 3.03, the General Partner may structure all or part of a Partnership Investment by any Investor (or group of Investors) as a

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Parallel Investment outside the Partnership directly by such Investor (or group of Investors) or indirectly through any Parallel Investment Vehicle. The specific terms applicable to each Parallel Investment shall be set forth in an agreement or agreements between the General Partner and the Parallel Investors participating in such Parallel Investment, and shall be substantially similar to those contained in this Agreement with respect to Partnership Investments made by the Partnership including, mutatis mutandis, the provisions of Section 1.06(b), Article 6 and Section 10.04 with respect to the determination of the distributions that the Investors are entitled to receive in respect of such Parallel Investment based upon the performance of such Parallel Investment and other Partnership Investments made pursuant to this Agreement. The terms of the agreement or agreements referred to in the immediately preceding sentence shall apply only to the particular Parallel Investment or Parallel Investments covered by such agreement or agreements.

     (b) Notwithstanding anything in this Agreement to the contrary, including the provisions of Section 7.01(a), the General Partner and the Investors acknowledge and agree that, to the fullest extent permitted by law, (i) each Parallel Investment shall be made for the sole benefit of the Participating Parallel Investors in respect of such Parallel Investment (and not made for the benefit of the Partnership), (ii) no Parallel Investment shall constitute or be deemed to be an asset of the Partnership for any purpose and (iii) no creditor of the Partnership shall have any recourse or claim against any Parallel Investment or be entitled reasonably to rely on the existence of any Parallel Investment in extending credit to the Partnership. Without limiting the generality of the foregoing, to the fullest extent permitted by law, (A) no Parallel Investment shall be set forth on the books and records of the Partnership or, except as otherwise required by law, listed on the tax returns to be filed by the Partnership, and (B) the Partnership shall not use any of its funds to acquire or otherwise make any Parallel Investment.

     Section 7.02

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