EFTA01480162

SECTION III CAPITAI. ACCOUNT A. Caartaltimmi. A capital account ("Capital Accuura") shall be maintained for the So:c Metntxr, and each additional Member, if any, in accordance with the provision of this Ai-title t . Increases in Capital Account. The Capital Account of each Member shall be increased by (a) The fair market value of the Member's initici capital contribution and any additional capital contributions by the Member to the Company. If any property. uthvr than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(bX2Xis ad), rd. (t) and (g) and Section 1.704-I (bX4X1) shall be made (b) The Member's share of the inaease in the tax basis of Company propen) if any, arising out of ter recapun: of any tax credit. (e) Allocations to the Member of Profit (d) Company income or gain (including income and gain exempt from income taxation) as prodded under this Agreement, or otherwise by Regulation Section 1.704- 1(bX2X iv) (e) The amount of Company liabilities that are assumed by the Member, 2. Decreases in crscota), Account, The Capital Account of each Member sha:l decreased by: (a) The amount of money distributed to the Member by the Camp airy pursuant to any provision of this Agreement (b) The fair market value of property distributed to the Member by the Company tact of liabilities secured by such distributed property that Member is considered to assume ot take subject to under Code Section 752) (c) Allocations to the Member of Losses (d) Allocations to the Member of deductions, expenses, Nonrecourse Deductions and net lasses allocated to him pursuant to this Agreement. and the Member's share of Company expenditures which are neither deductible nun properly chargeable to Capita! Accounts under Code Section 705(a)(2)(13) or arc treated as such expenditures tinder Treasury Regulation Section I 704.1(b)12Xir1(if. "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2 3 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002247 SDNY_GM_00271445 EFTA01480162