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EFTA01353783

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GLDUS183 Dimension Capital Management Proprietary and Confidential and continue the valid and subsisting existence of the Partnership or any Alternative Investment Vehicles, Parallel Access Fund or Feeder Fund (b) all instruments, documents and certificates that may be required to effectuate the dissolution and termination of the Partnership or any Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund in accordance with the provisions hereof and the Delaware Act (and, in the case of an Alternative Investment Vehicle, in accordance with the laws of the jurisdiction in which any such Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund was formed), (c) all other amendments of this Agreement or the Certificate of Limited Partnership contemplated by this Agreement including, without limitation, amendments reflecting the addition or substitution of any Partner, or any action of the Partners duly taken pursuant to this Agreement whether or not such Partner voted in favor of or otherwise approved such action, (d) any other instrument, certificate or document required from time to time to admit a Partner, to effect its substitution as a Partner, to effect the substitution of the Partner's assignee as a Partner. or to reflect any action of the Partners provided for in this Agreement (including, without limitation, the admission of any Partner to an Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund), (e) any other instrument, certificate or document required from time to time to effect the Transfer of a Defaulting Partner's interest, and (f) any agreement or instrument necessary• or advisable to consummate any investment pursuant to 3.5, including the execution of the organizational documents with respect to an Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund (and any amendments thereto consistent with 3.5 and 3.6); provided. however, that no actions shall be taken by the General Partner und

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