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EFTA01390079

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GLDUS138 Ian Slome Proprietary and Confidential Advisers Act) of any management agreement or other similar agreement, or (ii) any approvals required under the Advisers Act, including approvals required under Section 206(3) thereof) may be obtained by the General Partner sending notice to the Limited Partners of the requested consent or approval and instructing the Limited Partners who object to such consent or approval to notify the General Partner of their objection in writing within ten (10) Business Days after receipt of such request. In such case, Limited Partners who have not so objected to a proposed consent or approval request be deemed to have consented to or approved any such request. 13.2 VOTING AND CONSENTS. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Limited Partners, such action shall be deemed to be valid if taken upon the written vote or written consent of those Limited Partners whose Contributions represent the specified percentage of the aggregate Contributions of all Limited Partners at the time (including any negative consents pursuant to 13.1.5). Similarly, whenever action is required by this Agreement to be taken by a specified percentage in interest of a specified class or group of Limited Partners such action shall be deemed to be valid if taken upon the written vote or written consent of those Limited Partners of such class or group whose Contributions represent the specified percentage of the aggregate Contributions of all Limited Partners of such class or group at the time (including any negative consents pursuant to 13.1.5). For these purposes, a majority-in-interest shall mean a percentage in interest in excess of 50%, and Non-Voting Interests, if any, shall not be taken into account. Any limited partner interest held by the General Partner or any Defaulting Partner shall be deemed a Non-Voting Interest. For the avoidance of doubt, the General Partner inten

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