Common use of Notwithstanding Section Clause in Contracts

Notwithstanding Section. 8.6.1 above and in addition to the right of a Limited Partner not to pay a portion of such Limited Partner's Committed Capital under certain circumstances pursuant to Section 3.2.2 above, if any Limited Partner provides the General Partner with an opinion of counsel satisfactory to the General Partner that in such counsel's reasonable opinion, (a) ERISA, the Bank Holding Company Act of 1956, as amended, or any similar legislation, or any federal or state legislation applicable to governmental pension plans, or regulations thereunder, shall require such Limited Partner (hereinafter sometimes referred to as a "Regulated Limited Partner") to divest its interest in the Partnership prior to dissolution of the Partnership, (b) such Limited Partner's continued investment in the Partnership is contrary to such laws or regulations, (c) the assets of the Partnership may be deemed to constitute the assets of such Limited Partner under ERISA, or (d) the trustees or other fiduciaries of such Limited Partner may be deemed under ERISA to have delegated investment discretion over plan assets (as defined by ERISA) to any Person that is not an investment manager (as defined by ERISA), the General Partner shall use reasonable efforts to seek a buyer or buyers (which may be other Limited Partners) for the remainder of the interest held by such Limited Partner or shall seek to make such changes in the Partnership or its operation so as to comply with such laws or regulations; provided, however, the General Partner shall not make any changes which it determines not to be in the best interests of the Partnership or a majority in interest of the Limited Partners, or if the General Partner determines that changes are not necessary in order to comply with such laws or regulations. If no buyer is found for all of such Limited Partner's interest in the Partnership and changes, if any, made by the General Partner are not reasonably satisfactory to such Limited Partner, upon request of such Limited Partner, the General Partner shall consent to the withdrawal of such Limited Partner from the Partnership pursuant to this Section 8.6.