that (1) on or prior to the due date of such Capital Contribution such ERISA Partner shall have delivered to the General Partner a notice stating that such ERISA Partner has reasonably determined that there is a material likelihood that making such a Capital Contnbution would violate ERISA or state law and setting forth the portion of the Capital Contnbution such ERISA Partner will fail to make and (n) within 20 Business Days after such Capital Contnbution was required to be made, such ERISA Partner shall deliver to the General Partner an opinion of counsel reasonably satisfactory to the General Partner (which opinion may be delivered by the general counsel to such ERISA Partner) to the effect that by making its proportionate Capital Contribution there is a matenal likelihood that there would be a violation of ERISA or state law with respect to such ERISA Partner or any partner thereof. For purposes of this Agreement, such ERISA Partner's Required Capital shall be deemed to be the total Capital Contributions made by such ERISA Partner.
(i) Notwithstanding anything contained herein to the contrary, in the event that by making its proportionate Capital Contnbution any Limited Partner that is a pnvate foundation within the meaning of Section 509 of the Code (a Foundation Partner) would subject the Foundation Partner to excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Sections 4940 and 4942 thereof) or cause a matenal violation of, or a matenal breach of, the fiduciary duties of the Foundation Partner's trustees under any federal or state law applicable to pnvate foundations or any rule or regulation adopted thereunder by any agency, commission or authonty having junsdiction, such Foundation Partner shall not be subject to the provisions of Section 7.2(f) to the extent failure to make its proportionate Capital Contribution was necessary to avoid such excise taxes or such matenal violation or matenal breach of its fiduciary duties;provided that (l) on or pnor to the due date of such Capital Contnbution such Foundation Partner shall have delivered to the General Partner a notice stating that such Foundation Partner has reasonably determined that there is a matenal likelihood that making such a Capital Contnbution would subject it to such excise taxes or cause a matenal violation or matenal breach