GLDUS183 Dimension Capital Management (A) is not a partnership, grantor trust, or Subchapter S corporation for United States federal income tax purposes: or (B) is a partnership, grantor trust, or Subchapter S corporation for United States federal income tax purposes, and (x) at no time during the term of the Partnership will 65% or more of the value of any beneficial owner's direct or indirect interest in the Sole Owner be attributable to the Sole Owner's interests in the Partnership, (y) less than 65% of the value of the Sole Owner is attributable to the Sole Owner's interests in the Partnership, and (z) permitting the Partnership to satisfy the 100-partner limitation set forth in Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations is not a principal purpose of any beneficial owner of the Sole Owner, or of any person authorized to act on the Sole Owner's behalf, for using the tiered arrangement within the meaning of U.S. Treasury Regulations Section 1.7704-1(h)(3Xii). (2) The Sole Owner will not transfer or otherwise dispose of or distribute any part of its economic or beneficial interest in (or any rights with respect to) the Investor or the Interest without complying with all of the applicable provisions of the Partnership Agreement as if the Sole Owner were a direct Limited Partner of the Partnership and were transferring a direct limited partnership interest in the Partnership. (u) No Borrowints. The Investor has not borrowed any portion of its contribution to the Partnership, either directly or indirectly, from the Partnership, the General Partner, the Investment Manager or any Affiliate of the foregoing. (v) Partnership Counsel Does Not Represent the Investors. Thc Investor understands and acknowledges that Cleary• Gottlieb Steen & Hamilton LLP ("Cleary Gottlieb") acts as U.S. counsel only for the Partnership. Glendower Access Secondary Opportunities IV (International), L.P. (the "Feeder Fund" and, together with the P