EFTA01583468.pdf

SECTION III CAPITAL ACCOUNT A. Capital Aecoug A capital account ("Capita) Account') shall be maintained for the Sire Matter, and each additional Member. it any. in accordance with the provision of this Article. 1. increases in Capital Account. The Capital Accotru of each Member shall br increased by. (a) The far market value of the Mc-mixes initial capital contribution and any addittonai capital contributions by the Member 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 I.704.1(bj(2givXd), (e), (f) and (gland Section l.704.1tbX4XI) shall be made (b) The Member's *arc of the increase in the tax Sis of Company property, if any, arising ow of the trams:re of any 14.1CIttili (c) Allocations to the Member of Profit. (d) Company income or gain (including irsome and gain exempt from income taxation) as provided ender this Agreement, or othenxise by Regulation Section l(b)(2)(iv). (e) The amount of Company liabilities that are assumed by the Member. 7. Decreases in Capital Account The Capital Account of each Member shall be decreased by., 00 The amount of money distrib.ned to the Member by the Company pursuam to any provision of this Agreement (b) The lair market value of property distributed to the Member by the Company (net of liabilities secured by such distributed property that Member is considered :o assume or lake subject to under Code Section 752: (c) Allocations to the Member of Losses. (d) Allocations to the Mcnber of deductions, expenses, Novecoarse Deductions and net losses allocated to him pursuant to this Agreement, and the Member's share of Company expenditures which are neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2XB) or are treated as soh expenditures under Treasury Regulation Section I .704-1(b)(2Xisi )10 -Nook-co-arse Deductions" shall have the meaning set forth in 'treasury Regulation Section 1.704-2 3 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063142 EFTA01583468