EFTA01480181

SECTION III CAPITAL. ACCOUNT A. Capital Acent4 A capital account ("Capital Account") shall be mainland for the Sole Manber. and each additional Member, it any. in accordarax with the provision of this Article. I. Increases to Capita) Account. The Capital Account of each Member shall be 'lima:al by (a) The fair market value of the Member's initial capital contribution and any additional capital contributiorn by the Member to the Company. If any propeny. other than cash, is contributed to or distributed by the Compan), the adjusoncrus to Capital Accounts required by Treasury Regulation Section I .704 • I(bX2XivXd), (el, Oland (g) and Section (.704-Ith X4)(I) shall be made. (b) The Member's slime of the increase in the tits basis of Company property, it any, arising out of the recapture of any tax credit (c) Allocations to the Member of Profit. (d) Company income or pin (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise Regulation Section I.704-1(b)(2)(iii). (e) The amount of Company liabilities that re assumed by the Member. 2. Decreases in Capital Account The Capital Account of each Member shall be decreased by: (a) The amount of money digribcted to the Member by the Company pursuant to any provision of this Agreement (h) The fair market value of property distributed to the Member by the Company (net of liabilities secured by such distributed property IS Member is tonrsidard :o assume or ula subject to under Code Section 752l. (c) Allocations to the Member of Losses. (d) Allocations to the Member of deductions. expenses, Nonrecourse Deductions and net losses allocated to him (ausuant to this Agreement, and the ‘larther's share of Compan) expenditures which are neither deductible nor property chargeable to Capital Accounts under Code Section 705(a)(2)(B) or are treated as such expenditures under Treasury Regulation Seeritni 1.704- I (b)(2X iv)( it. -Nonrecourse Deductions" shall have the meaning set forth in Tremor Regulation Section 1.704.2 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002273 SDNY_GM_00271471 EFTA01480181