to make and (n) within 20 Business Days after such Capital Contribution was required to be made, such Foundation 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 Foundation Partner) to the effect that by making its proportionate Capital Contribution there is a material likelihood that such Foundation Partner would be subject to such excise taxes or would materially violate or breach such fiduciary duties. For purposes of this Agreement, such Foundation Partner's Required Capital shall be deemed to be the total Capital Contributions made by such Foundation Partner. (j) Notwithstanding anything contained herein to the contrary, in the event that by making its proportionate Capital Contribution any Limited Partner's status would create a material risk of subjecting the Partnership or the General Partner to any governmental regulation or requiring registration which the General Partner believes to be significant, such Limited 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 the Partnership or the General Partner being subject to such regulation or registration; provided That (1) on or prior to the due date of such Capital Contribution such Limited Partner shall have delivered to the General Partner or the General Partner shall have delivered to such Limited Partner a notice stating that such Limited Partner or the General Partner, as the case may be, has reasonably determined that there is a matenal likelihood that making such a Capital Contribution by such Limited Partner would subject the Partnership or the General Partner to such regulation or registration and setting forth the portion of the Capital Contribution such Limited Partner will fail to make and (11) within 20 Business Days after such Capital Contribution was required to be made, such Limited Partner shall deliver to the General Partner or the General Partner shall deliver to such Limited Partner an opinion of counsel reasonably satisfactory to the General Partner or such Limited Partner, as the case may be, (which opinion may 71