EFTA01583624

SECTION III CAPITAL ACCOUNT A Capital Account A capital account ("Capital Account") shall he maintained for the Sole Member, arid each additional Member, Ilan). in accordance ssith the prosis:on of this Article. :. Increases in Capita Account The ('apita; Account of each Member shall he inc.:eased by: (a) The fair market value at the Member's initial capital contribution and an additional capita contributions b) the Member to the Company' If any properly, other than cash, is contributed to or distributed by the Company. the adjustments to Cap.tal Aceotrrts required by treasury Regulation Section I .704.1(bX2Xisgd), (e), (f) and (g) and Section ).704, I (bg4X It shall he 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. (c) Allocations to the Ntember of Pmtit (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or othervose by Regulation Section 1.704-1(12Xiv). (e) The amount of Company liabilities that arc assumed by the Member 2 acsNasertin Captlaihecount The Capital Account of each Member shall be decreased by: (a) The amount of money dtstnhuted to the Member by the Company pursuant to any provision of this Agreement. (b) The fair market value of property distributed to the Member by the Company (net of liabilities secured by such distributed property MAil Member is considered to assume or take subject to under Code Section 752). (c) Allocations to the Member of Lasses Id) Allocations to the Member of deductions, expenses, Nonrecoarse Deductions and net losses allocated to him pursuant to this Agreement, and the Member's share of Company expenditures which are neither deductible nor pro rly chargcabIe to Capitol Accounts cinder Code Section 705(ax2X9) or are treatec as such expenditures meet Treasury Regulation Section :.704-1(bX2)(tv)lil. -tsionrecourse lkdoetiorts" shall have the meaning set forth in !reran) Regulation Section 1.704.2. Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063322 EFTA01583624