with respect to any Limited Partner (or in the case of an ERISA Partner, any partner or member thereof)); (n) canceling the Unfunded Commitment of any Limited Partner or requiring the sale in whole or in part of any Limited Partner's Interest with respect to or as a result of whom such violation arose, provided that such action shall not result in a violation of law or regulation with respect to any Limited Partner; (in) dissolving and terminating the Partnership {provided, that the General Partner shall use its reasonable efforts to take other actions so that such dissolution and termination are not necessary); or (iv) registenng as an investment company, investment adviser, or other regulated entity, as applicable. Any action taken by the General Partner pursuant to this Section 9.8 shall not require the approval of any Limited Partner.
(c) Notwithstanding the foregoing, if the General Partner determines that the Partnership, any Limited Partner (or in the case of an ERISA Partner, any partner or member thereof) or the General Partner may be materially and adversely affected as a result of the application of any legislation, including ERISA or similar legislation, or any regulation to a Partner or the Partnership, the General Partner may (upon notice to all the Limited Partners, but without the consent of any Limited Partner) (1) cause all or a portion of the Interest held by Limited Partners subject to such legislation or regulation (and, at the request of a Limited Partner subject to such legislation or regulation who would be so materially and adversely affected, shall use reasonable efforts to cause the Interest held by such Limited Partner) to be sold at its Net Asset Value as determined pursuant to Section 15m the following order of priority: first to the Limited Partners pro rata in accordance with their respective Interests, second to the Limited Partners who purchased Interests pursuant to the preceding clause pro rata in accordance with the amounts so purchased, third to the Partnership or the General Partner and finally to third parties; (11) cause such amendments to be made to the Agreement as may be necessary to prevent any such material adverse effect including, without limitation, amendments affecting the investment of Assets or the payment of fees, provided that in the case of a sale to the