Common use of Assignments by Private Vehicles and UST Clause in Contracts

Assignments by Private Vehicles and UST. (a) (x) A Private Vehicle may not, directly or indirectly, Transfer its Interest in whole or in part to any Person (an “Assignee”) without the prior written consent of the General Partner and UST, whose consent shall not unreasonably be withheld, and (y) UST may not, directly or indirectly, Transfer its Interest in whole or in part to an Assignee that is not an Affiliate of UST without the prior written consent of the General Partner, which consent shall not unreasonably be withheld; provided that the consent of UST shall not be required for any (A) transfer of interests in a Private Vehicle or Feeder Vehicle, so long as the conditions of clauses (i) through (vii) below are satisfied or (B) any Transfer of interests in a Private Vehicle or Feeder Vehicle the interests in which are registered under the Securities Act; and provided, further, that no Transfer shall be made by a Limited Partner unless: