Common use of PARTNERSHIP'S CARRIED INTEREST Clause in Contracts

PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.3, distributions received from the Fund with respect to any Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(a) of the Fund Agreement (liquidating distributions) that are not described in Section 4.2(b)(ii)) shall be distributed among the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, HOWEVER, that (A) the amount otherwise distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) shall be reduced, but no below zero, by the aggregate Preferential Distribution Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (B) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (A) and (2) the quotient obtained by dividing such Additional Partner's Preferential Distribution Amount by the aggregate Preferential Distribution Amounts of all Additional Partners, PROVIDED, HOWEVER, that the aggregate amount distributed to Additional Partners pursuant to clause (B) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) in respect of the Points held by M&M Vehicle, L.P. in excess of 24% of the total number of Points allocated with respect to all Portfolio Investments (determined without giving effect to the first proviso of this Section 4.2(b)(iii)).

PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.3, distributions received from the Fund with respect to any Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(a) of the Fund Agreement (liquidating distributions) that are not described in Section 4.2(b)(ii)) shall be distributed among the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, HOWEVER, that (A) the amount otherwise distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) shall be reduced, but no below zero, by the aggregate Preferential Distribution Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (B) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (A) and (2) the quotient obtained by dividing such Additional Partner's Preferential Distribution Amount by the aggregate Preferential Distribution Amounts of all Additional Partners, PROVIDED, HOWEVER, that the aggregate amount distributed to Additional Partners pursuant to clause (B) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) in respect of the Points held by M&M Vehicle, L.P. in excess of 24% of the total number of 490 Points allocated with respect to all Portfolio Investments (determined without giving effect to the first proviso of this Section 4.2(b)(iii)).

PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.3, distributions received from the Fund with respect to any Portfolio Investment pursuant to section 8.2(b) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 of the Fund Agreement (tax distributions) or section 15.2(a) of the Fund Agreement (liquidating distributions) that are not described in Section 4.2(b)(ii)) shall be distributed among the Partners in proportion to the number of Points then held by each Partner with respect to such Portfolio Investment, PROVIDED, HOWEVERhowever, that (A) distributions received from the Fund pursuant to Section 8.2(b)(iv) of the Fund Agreement shall be distributed to the Partners in proportion to their Special Percentages and (B) the amount otherwise distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) shall be reduced, but no below zero, by the aggregate Preferential Distribution Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts and (BC) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Amounts shall be increased by an amount equal to the product of (1) the amount described in clause (AB) and (2) the quotient obtained by dividing such Additional Partner's Preferential Distribution Amount by the aggregate Preferential Distribution Amounts of all Additional Partners, PROVIDED, HOWEVER, that the aggregate amount distributed to Additional Partners pursuant to clause (BC) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iii) in respect of the Points held by M&M Vehicle, L.P. in excess of 24% of the total number of 490 Points allocated with respect to all Portfolio Investments (determined without giving effect to the first proviso of this Section 4.2(b)(iii)).

PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.34.4, distributions received from the Fund with respect to any a Portfolio Investment pursuant to section 8.2(b6.3(c) or (d) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 6.5 of the Fund Agreement (tax distributions) or section 15.2(a13.2(a) of the Fund Agreement (liquidating distributions) that are not described in Section 4.2(b)(ii)) shall be distributed among the Partners in proportion attributable to the number Partnership's right to receive distributions pursuant to section 6.3(c) or (d) of Points then held by each Partner the Fund Agreement with respect to such Portfolio Investment, PROVIDED, HOWEVER, that ) shall be distributed (A) 1% to GP III, (B) 49% to M&M Vehicle, L.P. and (C) 50% to the Partners (other than GP III) with positive balances in their Memo Accounts (determined after giving effect to Section 3.2(b)(i) and 3.2(b)(ii)(A) with respect to such Portfolio Investment but before giving effect to Section 3.2(b)(ii)(B) with respect to such Portfolio Investment) PRO RATA in accordance with, and to the extent of, their respective positive balances in their Memo Accounts, PROVIDED that (1) the amount otherwise distributable distributed to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iiiclause (C) shall be reduced, but no not below zero, by the aggregate Preferential Distribution Preference Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Preference Amounts and (B2) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Preference Amounts shall be increased by an amount equal to the product of (1X) the amount described in clause (A1) and (2Y) the quotient obtained by dividing such Additional Partner's Preferential Distribution Preference Amount by the aggregate Preferential Distribution Preference Amounts of all Additional Partners, PROVIDED, HOWEVER, HOWEVER that the aggregate amount distributed to Additional Partners pursuant to clause (B2) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iiiclause (C) in respect of the Points held by M&M Vehicle, L.P. in excess of 24% of the total number of Points allocated with respect to all Portfolio Investments (determined without giving effect to the first proviso of this Section 4.2(b)(iii4.3(b)(iii)).

PARTNERSHIP'S CARRIED INTEREST. Subject to Section 4.34.4, distributions received from the Fund with respect to any a Portfolio Investment pursuant to section 8.2(b6.3(c) or (d) of the Fund Agreement that are not described in Section 4.2(b)(ii) (the Partnership's carried interest with respect to such Portfolio Investment) (including distributions received from the Fund pursuant to section 8.3 6.5 of the Fund Agreement (tax distributions) or section 15.2(a13.2(a) of the Fund Agreement (liquidating distributions) that are not described in Section 4.2(b)(ii)) shall be distributed among the Partners in proportion attributable to the number Partnership's right to receive distributions pursuant to section 6.3(c) or (d) of Points then held by each Partner the Fund Agreement with respect to such Portfolio Investment, PROVIDED, HOWEVER, that ) shall be distributed (A) 1% to GP I, (B) 49% to M&M Vehicle, L.P. and (C) 50% to the Partners (other than GP I) with positive balances in their Memo Accounts (determined after giving effect to Section 3.2(b)(i) and 3.2(b)(ii)(A) with respect to such Portfolio Investment but before giving effect to Section 3.2(b)(ii)(B) with respect to such Portfolio Investment) PRO RATA in accordance with, and to the extent of, their respective positive balances in their Memo Accounts, PROVIDED that (1) the amount otherwise distributable distributed to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iiiclause (C) shall be reduced, but no not below zero, by the aggregate Preferential Distribution Preference Amounts of all Additional Partners indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Preference Amounts and (B2) the amount distributed to each Additional Partner indicated on the Partnership Register as being subject to the provision for Preferential Allocation and Distribution Preference Amounts shall be increased by an amount equal to the product of (1X) the amount described in clause (A1) and (2Y) the quotient obtained by dividing such Additional Partner's Preferential Distribution Preference Amount by the aggregate Preferential Distribution Preference Amounts of all Additional Partners, PROVIDED, HOWEVER, HOWEVER that the aggregate amount distributed to Additional Partners pursuant to clause (B2) shall not exceed the aggregate amount previously distributed or currently distributable to M&M Vehicle, L.P. pursuant to this Section 4.2(b)(iiiclause (C) in respect of the Points held by M&M Vehicle, L.P. in excess of 24% of the total number of Points allocated with respect to all Portfolio Investments (determined without giving effect to the first proviso of this Section 4.2(b)(iii4.3(b)(iii)).