Common use of Private Vehicles Clause in Contracts

Private Vehicles. (a) Each Private Vehicle shall be formed under the laws of a State of the United States. (b) The aggregate direct and indirect Capital Commitments of any Private Investor (individually or together with its Affiliates) to the Partnership as a result of (i) any investment by such Private Investor or any of its Affiliates in a vehicle (including a Private Vehicle or Feeder Vehicle) which directly or indirectly invests in the Partnership or (ii) any other investment decision by such Private Investor or any of its Affiliates to directly or indirectly invest in the Partnership, may not, without the prior written consent of UST, in the aggregate exceed 9.9% of the aggregate Capital Commitments to the Partnership (other than as a result of the withdrawal of a Private Investor from a Private Vehicle or a Feeder Vehicle or the default of a Private Investor to a Private Vehicle or Feeder Vehicle). (c) The General Partner shall ensure that (i) Private Investors may only withdraw from the Private Vehicles or Feeder Vehicles, as applicable, (A) if in the reasonable judgment of the General Partner, (I) a material adverse effect on any of the Partnership, the Private Vehicles, the Feeder Vehicles, the General Partner, the Subadvisors or any of their respective Affiliates is likely to result by virtue of that Private Investor’s interest in such Private Vehicle or Feeder Vehicle or (II) such redemption is necessary to ensure compliance with Section 4.5, (B) for ERISA or BHC Act reasons or (C) (I) if by its continuing participation as a Private Investor, there is a substantial likelihood that such Private Investor or its fiduciary is or would be violating a law, regulation or rule of whatever nature (as in effect on the date hereof or as may be in effect at any time in the future) applicable to, or any action taken by any governmental authority as to, such Private Investor, its fiduciary, the Private Vehicle or the Feeder Vehicle with respect to such Private Investor in a manner that materially and adversely affects such Private Investor or its fiduciary, (II) if such Private Investor were to cease being a Private Investor, such violation would not occur or would thereafter cease to exist and (III) there is no other action such Private Investor or its fiduciary can take to eliminate such violation including transferring its interest in the Private Vehicle or Feeder Vehicle to an Affiliate that is permitted to invest herein or therein, without incurring significant cost or adverse effect and (ii) upon any such withdrawal, a Private Investor may only receive a note payable with distributions to the Private Vehicles or Feeder Vehicles, as applicable; provided that Private Investors may withdraw from Feeder Vehicles the interests in which are registered under the Securities Act only if such withdrawal does not result in a withdrawal of all or any portion of such Feeder Vehicle’s interest in the applicable Private Vehicle.