EFTA01480203

SECTION III CAPITAL. ACCOUNT A Capital Accutnt A capital account ("Capital Account") shalt tc rrait•.tained for the Sole :Member, and each additional Member, if any, in accordance Kith the pros iston of this Article. 1. Mc-reuses in Capita: Account The Capita; Account of each Member shall he increased by: (a) The fair market value at the Member's initial capital contribution and any additional capita conuibutions the Mcmba to the Company If any property, other than cash, is contributed to or distributed by the Company. the adjustments to Capital Accounts required by Treasury Regulation Section .704- I (bX2Xiv Xd), (c), (0 and (g) and Section 1.704• I (hX4)(li shall be made (b) The Member's share of the inatase in the tax basis of Company property, if any, arising out of the recapture of any tax credit (e) Allocations to the Member of Pin fit. (d) CORIPeny income or gain (including income and gain exempt from income taxation) as pravided wade: this Agreement, or otherwise by Regulation Section 1.704-10X2X/V1 (e) The amount of Company liabilities that arc assumed by the Member 2 Dtxs-ascfzincgpjsaLaceount The Capital Account of each Member shall be decreased b•: (a) The amount of money distnbutcd to the Member by the C.rxreparty pursuant to any provision of this Agreement. (b) The fair market value of property distributed to the Member by the Company Intl of liabilities secured by such distributed property that Member is considered assure or take subject to under Code Section 7521. (c) Allocations :o the Member of Losses. td) Allocations hi the Member of deductions, expenses, Nonrecourse Deductions and net losses allocated to him pursuant to this Agreement, and the Member's share of Company expenditures which tire neither deductible nor properly chargeable to Capital Accounts under Code Section 705(ag2)(B) or an treated as such expenditures under Treasury Regulation Section :.744-1(b)(21(is)til. 'Nrmrecourse lkductions'' shall base the meaning set forth in treasury Regulaticm Section 1.704.2 1 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002297 SDNY_GM_00271495 EFTA01480203