(ix) To the extent that the General Partner acquires the Interest of a Defaulting Partner or any other Limited Partner or otherwise acquires a Limited Partner's Interest, the General Partner shall be deemed to have a Non-Voting Interest with respect to such Interest for all purposes of this Agreement. (g) Notwithstanding anything contained herein to the contrary, in the event that by making its proportionate Capital Contnbution any BHC Partner would violate the BHC Act or the IB Act, such BHC 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 a violation of the BHC Act or the IB Act; provided that (1) on or pnor to the due date of such Capital Contribution such BHC Partner shall have delivered to the General Partner a notice stating that such BHC Partner has reasonably determined that there is a material likelihood that making such a Capital Contribution would violate the BHC Act or the IB Act and setting forth the portion of the Capital Contnbution such BHC Partner will fail to make and (11) within 20 Business Days after such Capital Contribution was required to be made, such BHC 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 BHC Partner) to the effect that by making its proportionate Capital Contribution there is a material likelihood that such BHC Partner would have violated the BHC Act or the IB Act. For purposes of this Agreement, such BHC Partner's Required Capital shall be deemed to be the total Capital Contributions made by such BHC Partner. (h) Notwithstanding anything contained herein to the contrary, in the event that by making its proportionate Capital Contnbution any ERISA Partner would violate ERISA or state law, such ERISA 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 a violation of ERISA or state law; provided 69