al Account shall be obligated to restore such deficit balance or make a capital contribution to the Company solely by reason of such deficit. (c) Allocations of Profits and Losses. Subject to the provisions hereof, Profits and Losses for any fiscal year, or portion thereof, shall be allocated to the Members and Assignees in a

capital accounts, and provides that liquidating distributions are made pursuant to the distribution priority stated in the Sample Freeze Agreement. Allocations of Profits and Losses (as determined under the Sample Freeze Agreement) are made to provide (to the greatest extent possible) that a Unit holder's capital account balance

ns from the sale of securities or other income that qualifies for the RIC gross income test described above. In addition, as discussed above under "—Allocations of Profits and Losses." we may derive taxable income from an investment that is not matched by a corresponding cash distribution. Accordingly, a RIC investing in Class A