MEMO ACCOUNTS Sample Clauses

MEMO ACCOUNTS. There shall be established on the books and records of the Partnership a memorandum account (a "MEMO ACCOUNT") for each Partner. Upon the sale or other disposition of a Portfolio Investment, the balance of each Partner's Memo Account (which may be positive or negative) shall be adjusted by (I) increasing such balance by such Partner's PRO RATA share (based on the number of Points held by each Partner for such Portfolio Investment) of the Target Amount, if any, for such Portfolio Investment and (II) decreasing such balance by (A) such Partner's PRO RATA share (based on the number of Points held by each Partner for such Portfolio Investment) of the Shortfall, if any, for such Portfolio Investment and (B) the amount distributable, if any, to such Partner pursuant to Section 4.3(b)(iii) with respect to such Portfolio Investment, PROVIDED that the Memo Account of M&M Vehicle, L.P. shall be determined without regard to amounts distributable to it pursuant to Section 4.3(b)(iii)(B) (I.E., solely with regard to any Points held by it). The Partners confirm that the intent of the Memo Account mechanism is to equitably allocate carried interest distributions received from the Fund such that, to the maximum extent practicable, the gain or loss with respect to any Portfolio Investment disposed of (to the extent not attributable to GP I and M&M Vehicle, L.P.'s 50% interest) is shared by the Partners based on the number of Points they hold with respect to such Portfolio Investment. The intended result is that a Partner's share of carried interest distributions from a gain investment is offset by such Partner's share of losses from a loss investment that reduced the overall amount of carried interest payable by the Fund to the Partnership. In furtherance thereof, the General Partners may, in their sole discretion, adjust the Memo Accounts of the Partners to the extent necessary or desirable to adequately reflect this intent, including, without limitation, to take into account the preferred return and any unrealized losses.