Common use of Memorandum Accounts Clause in Contracts

Memorandum Accounts. Notwithstanding anything herein to the contrary (including Section 5.04(a) (General)), if the General Partner determines that, based upon tax or regulatory considerations, or for any other reasons as to which the General Partner and any Limited Partner agree, a Capital Account should not participate (or should be limited in its participation) in the Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation if any, attributable to any Financial Instrument, type of Financial Instrument or any other transaction, the General Partner may allocate such Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation only to the Capital Accounts to which such considerations or reasons (or agreement) do not apply (or may allocate to the Capital Account to which such considerations or reasons apply, the portion of such Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation attributable to such Partner’s limited participation in such Financial Instrument, type of Financial Instrument or other transaction). If any of the considerations or reasons described above apply, then a separate memorandum account (each, a “Memorandum Account”) may be established in which only the Capital Accounts having an interest in such Financial Instrument, type of Financial Instrument or transaction shall have an interest (any such Capital Account having such an interest shall be referred to as an “Unrestricted Capital Account”) and the Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation for each such Memorandum Account shall be separately calculated.