LIMITED PARTNERSHIP AGREEMENT of FLEET CREDIT CARD SERVICES, L.P.

Exhibit 10.q

LIMITED PARTNERSHIP AGREEMENT

of

FLEET CREDIT CARD SERVICES, L.P.

Dated as of May 26, 1998

TABLE OF CONTENTS

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LIMITED PARTNERSHIP AGREEMENT

     THIS LIMITED PARTNERSHIP AGREEMENT is made as of the 26 day of May, 1998, for good and valuable consideration, by the Initial Partners (as defined herein).

BACKGROUND

     A. The Initial Partners are the members of Fleet Credit Card, LLC, a limited liability company formed under the laws of the State of Rhode Island (the “LLC”).

     B. The Initial Partners desire to form a limited partnership under the Act for the purpose of succeeding to the Business of, and the assets and liabilities of, the LLC upon the terms and conditions set forth herein.

     C. The LLC shall be merged with and into the Company (the “Merger”), with the Company being the surviving entity in such Merger.

     D. To effectuate the intentions of the parties, the parties now desire to set forth their agreement with respect to the limited partnership pursuant to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

          1.1 “Act” means the Rhode Island Limited Partnership Act, as amended from time to time, except that it shall not include any provision thereof adopted after the date hereof that would only be applicable to the Company absent a provision in this Agreement to the contrary unless such provision is approved by the General Partner.

          1.2 “Additional Capital Contributions” means any contributions to the capital of the Company made by any Partner after the date hereof pursuant to Section 3.2 or Section 3.5, other than the Initial Capital Contributions made by an Initial Partner pursuant to Section 3.1.

          1.3 “Adjusted Capital Account Deficit” shall mean, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of any relevant fiscal year and after giving effect to the following adjustments:

               (a) credit to such Capital Account any amounts which such Partner is obligated or treated as obligated

to restore with respect to any deficit balance in such Capital Account pursuant to Section 1.704-1(b)(2) (ii) ( c ) of the Regulations or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g) (l) and 1.704-2 (i) (5) of the Regulations; and

               (b) debit to such Capital Account the items described in Sections 1.704-1(b)(2) (ii)( d )( 4 ), 1.704-1(b)(2) (ii)( d )( 5 ) and 1.704-1(b)(2) (ii)( d )( 6 ) of the Regulations.

     1.4 “Advanta” means Advanta Corp., a Delaware corporation.

     1.5 “Advanta Credit Card Business” means the Business contributed by Advanta and its Affiliates to the LLC and its Affiliates pursuant to the Contribution Agreement.

     1.6 “Advanta Partner” means Advanta and each Partner which is an Affiliate of Advanta or an assignee of Interests of an Advanta Partner who becomes a Partner in accordance with the terms of this Agreement.

     1.7 “Affiliate” means, as to any Person, any other Person that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such Person. As used in this definition, the term “control” means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.

     1.8 “Agreement” means this Limited Partnership Agreement, as it may be amended, modified, supplemented or restated from time to time.

     1.9 “Base Operating Earnings” means the pre-tax operating earnings of the Business (as operated by the Company and the LLC, as the Company’s predecessor) determined in accordance with generally accepted accounting principles, consistently applied.

     1.10 “Book/Tax Differential” shall mean the sum of (i) the difference between the financial statement value of the Company Contributed Assets and Company Transferred Liabilities (as such terms are defined in the Contribution Agreement) as provided on the Closing Balance Sheet delivered to the LLC pursuant to the Contribution Agreement and the federal income tax adjusted basis of such assets and liabilities as of the Closing Date (as provided on Schedule 3.1 attached to the Limited Liability Agreement of the LLC) and (ii) the $44,261,000 of insurance deferred acquisition costs; provided, however, that the Book/Tax Differential shall be adjusted as appropriate, to take into account adjustment to the income tax basis of the Company Contributed Assets or Company Transferred Liabilities determined as of the Closing Date to the extent of adjustments by the Internal Revenue Service.

     1.11 “Business” means the operation of a credit card lending business, including, without limitation, the origination and servicing of consumer credit cards, the determination of creditworthiness of consumer credit card account customers, the extension of credit to consumer credit card account customers and the maintenance of consumer credit card accounts and

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collection of receivables with respect thereto, anywhere in the world, and to do any and all things necessary to, convenient or, incidental to that purpose.

     1.12 “Capital Account” shall mean, with respect to any Partner, the capital account established and maintained pursuant to Section 3.3.

     1.13 “Capital Contribution” shall mean, with respect to any Partner, the aggregate amount of money, and the initial Gross Asset Value of any property or asset contributed or deemed contributed to the Company, net of liabilities assumed by the Company in connection with such contribution or as to which such property or asset is subject when contributed, as set forth on Schedule A hereto. In the case of a Partner that acquires an Interest in the Company by virtue of an assignment or transfer in accordance with the terms of this Agreement, “Capital Contribution” means the Capital Contribution of such Partner’s predecessor to the extent relating to the acquired Interest.

     1.14 “Closing Date” shall mean February 20, 1998, the date the Limited Liability Company Agreement for the LLC was signed.

     1.15 “Company” means Fleet Credit Card Services, L.P., a Rhode Island limited partnership.

     1.16 “Company Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2) of the Regulations.

     1.17 “Contribution Agreement” means the Contribution Agreement, dated as of October 28, 1997, by and between Advanta and Fleet.

     1.18 “Covered Person” means a Partner, any Affiliate of a Partner, any officers, directors, shareholders, partners or partners of a Partner or its respective Affiliates or any officers of the Company.

     1.19 “Depreciation” shall mean, with respect to any asset of the Company for any fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery, as the case may be, allowed or allowable for federal income tax purposes in respect of such asset for such fiscal year or other period; provided, however, that if there is a difference between the Gross Asset Value and the adjusted tax basis of such asset, Depreciation shall mean “book” depreciation, cost recovery or amortization as determined under Section 1.704-1(b)(2)(iv)(g)( 3 ) of the Regulations.

     1.20 “Distributable Cash Flow” means the amount of cash available for distribution by the Company as determined by the General Partner in its sole and absolute discretion.

     1.21 “Fleet” means Fleet Financial Group, Inc., a Rhode Island corporation.

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     1.22 “Fleet Partner” means Fleet and each Partner which is an Affiliate of Fleet or any assignee of Interests of a Fleet Partner who becomes a Partner in accordance with the terms of this Agreement.

     1.23 “General Partner” shall initially mean Fleet Credit Card Holdings, Inc., a Delaware corporation, and shall include any other Person that becomes a general partner of the Company.

     1.24 “Gross Asset Value” shall mean, with respect to any asset of the Company, such asset’s adjusted basis for federal income tax purposes, except as follows:

               (a) the initial Gross Asset Value of any asset (other than cash) contributed or deemed contributed to the Company shall be (i) in the case of any asset transferred to the Company by operation of law as a result of the Merger, the gross asset value assigned to such asset by the LLC immediately prior to the Merger and (ii) in the case of any other asset hereafter contributed by a Partner, the gross fair market value of such asset at the time of its contribution as reasonably determined by the General Partner;

               (b) if the General Partner reasonably determines that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners, the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the General Partner, as of the following times:

                    (i) immediately prior to a Capital Contribution (other than a de minimis Capital Contribution) to the Company by a new or existing Partner as consideration for a Company Interest;

                    (ii) immediately prior to the distribution by the Company to a Partner of more than a de minimis amount of Company property as consideration for the redemption of a Company Interest; and

                    (iii) immediately prior to the liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations;

               (c) the Gross Asset Values of Company assets distributed to any Partner shall be the gross fair market values of such assets as reasonably determined by the General Partner as of the date of distribution; and

               (d) the Gross Asset Value of any Company asset shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such asset pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustment is taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)( m ) of the Regulations; provided, however, that the Gross Asset Value shall not be adjusted pursuant to

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this paragraph to the extent that the General Partner reasonably determines that an adjustment pursuant to paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d).

          At all times, the Gross Asset Value of an asset shall be adjusted by any Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Loss. Any adjustment to the Gross Asset Values of Company property shall require an adjustment to the Partners’ Capital Accounts.

     1.25 “Initial Capital Contribution” means (i) as to each Partner executing this Agreement as of the Closing Date, the amount specified for that Partner as its Initial Capital Contribution (which amount shall equal the value of the interest in the LLC owned by such Partner at the time of the Merger), and (ii) in the case of new Partners admitted pursuant to Section 3.4, the Initial Capital Contribution established pursuant thereto.

     1.26 “Initial Partner” means any Person executing this Agreement as of the Closing Date as a Partner, such Initial Partners consisting of all of the members of the LLC.

     1.27 “Interest” means a Partner’s share of the capital, Net Income and Net Loss of, and the right to receive distributions from the Company.

     1.28 “Internal Revenue Code” or “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute. All references to specific sections of the Internal Revenue Code shall be deemed to include any provisions of the Internal Revenue Code which replaces or supersedes the sections in effect at the time of execution of this Agreement.

     1.29 “Involuntary Withdrawal” means, with respect to any Partner, (i) the death, resignation, expulsion, bankruptcy or dissolution of such Partner as such events are construed in accordance with Section 7-13-23 of the Act or (ii) the obligatory withdrawal of such Partner caused by such Partner’s attempted Transfer of its Partnership Rights, collateral assignment, mortgage, pledge, lien encumbrance or placing of any other charge in violation of this Agreement. In the event of the Involuntary Withdrawal of a General Partner, its Interest shall be converted automatically to an Interest as a Limited Partner.

     1.30 “LLC” means Fleet Credit Card, LLC, a limited liability company formed under the laws of the State of Rhode Island.

     1.31 “Limited Partner” means any Person executing this Agreement as of the Closing Date as a limited partner as set forth on Schedule A and any Person who subsequently is admitted as a limited partner of the Company, in accordance herewith, but does not include any Person who has ceased to be a Limited Partner of the Company.

     1.32 “Merger” shall mean the merger of the LLC with and into the Company, with the Company being the entity surviving the merger.

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     1.33 “Net Gains from Sales” means the first $10 million of Net Income recognized by the Company from the sale or other disposition of all or substantially all of the Company’s assets (other than in the ordinary course of its business) in excess of the cumulative sum of the Depreciation (accrued through the date of such disposition and after the Closing Date) attributable to the Company’s assets.

     1.34 “Net Income” or “Net Loss” shall mean, for each fiscal year or other applicable period, an amount equal to the Company’s net income or loss for such year or period as determined for federal income tax purposes by the Company’s accountants, determined in accordance with Section 703(a) of the Code (for this purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments: (a) by including as an item of income any tax-exempt income received by the Company; (b) by treating as a deductible expense any expenditure of the Company described in Section 705(a)(2)(B) of the Code (including amounts paid or incurred to organize the Company (unless an election is made pursuant to Section 709(b) of the Code) or to promote the sale of Interests and by treating deductions for any losses incurred in connection with the sale or exchange of Company property disallowed pursuant to Section 267(a)(1) or Section 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code); (c) in lieu of depreciation, depletion, amortization, and other cost recovery deductions taken into account in computing total income or loss, there shall be taken into account Depreciation; (d) gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of such property rather than its adjusted tax basis; and (e) in the event of an adjustment of the Gross Asset Value of any Company asset, which requires that the Capital Accounts of the Company be adjusted pursuant to Regulation Section 1.704-1(b)(2)(iv)( e ), ( f ) and ( m ), the amount of such adjustment is to be taken into account as additional Net Income or Net Loss pursuant to Section 4.3. If an item of income, gain, loss or deduction has been allocated pursuant to the special allocation rules in Section 4.3.3, Section 4.4 or Section 4.6, Net Income or Net Loss shall be computed without regard to such item.

     1.35 “Non-Public Information” means information not in the public domain that is provided to a Partner in its capacity as a party to any Transaction Document.

     1.36 “Nonrecourse Deductions” shall have the meaning set forth in Sections 1.704-2(b)(1) and (c) of the Regulations.

     1.37 “Nonrecourse Liabilities” shall have the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

     1.38 “Partner” shall mean a General Partner or a Limited Partner of the Company.

     1.39 “Partner Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations.

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     1.40 “Partnership Rights” means all of the rights of a Partner of the Company, including, without limitation, a Partner’s (i) Interest; (ii) right to inspect the Company’s books and records; and (iii) right to participate in the management of and vote on matters coming before the Company in accordance with this Agreement.

     1.41 “Partner Nonrecourse Debt Minimum Gain” shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations.

     1.42 “Percentage” means, as to a Partner, its percentage Interest set forth after the Partner’s name on Schedule A, as amended from time to time.

     1.43 “Person” means and includes an individual and any other entity including, but not limited to, a corporation, partnership, association, limited liability company, joint stock company, trust or estate.

     1.44 “Preferred Capital Contribution Amount” means the amount contributed to the capital of the Company by the Fleet Partners and designated by the General Partner as a preferred capital contribution having such rights, designations, preferences, qualifications, privileges, limitations and restrictions as shall be fixed from time to time by the General Partner.

     1.45 “Preferred Return” means a distribution computed with respect to the amount of the Preferred Capital Contribution Amount at such annual rate fixed by the General Partner at the time of the contribution of the Preferred Capital Contribution Amount to the Company.

     1.46 “Rhode Island Secretary of State” means the Secretary of State of the State of Rhode Island.

     1.47 “Regulations” or “Treasury Regulations” shall mean the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time. All references to specific sections of the Regulations shall be deemed to include any provisions of the Regulations which replace or supersede the sections in effect at the Closing Date.

     1.48 “Subsidiary” means, when used with reference to an entity, any corporation or other entity, a majority of the outstanding voting securities of which are owned directly or indirectly by such entity.

     1.49 “Tax” or “Taxes” means any and all federal, state, county, provincial, local, foreign and other taxes, charges, fees, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, premium, estimated, capital, sales, use, ad valorem , property, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, customs, duties or guaranty fund assessments, together with any interest, additions to tax or interest, and penalties with respect thereto imposed by any taxing or governmental authority.

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     1.50 “Transaction Documents” mean the Contribution Agreement and all other ancillary agreements to be executed by Advanta and Fleet or their respective Affiliates in connection with the transactions contemplated by the Contribution Agreement.

     1.51 “Transfer” means, when used as a noun, any voluntary sale, exchange, disposition, assignment, or other transfer, and, when used as a verb, means voluntarily to sell, exchange, dispose of, assign or otherwise transfer. Transfer does not include collateral assignment, mortgage, pledge, lien, encumbrance or the placing of any charge or security interest.

     1.52 “US Dollars” or “US$” means the lawful currency of the United States of America.

     1.53 “Voluntary Withdrawal” means a Partner’s dissociation from the Company by means other than a Transfer of a Partner’s Partnership Rights or an Involuntary Withdrawal.

             In addition to the foregoing, the following terms are defined in the Section of this Agreement noted below:

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2. SECTION 2 — FORMATION OF THE COMPANY

     2.1 Formation . (i) The Initial Partners hereby confirm the formation of the Company as a limited partnership under and pursuant to the Act and all other pertinent laws of the State of Rhode Island on May ___,1998 by the filing of the Certificate of Limited Partnership, in the form attached hereto as Exhibit A , in the office of the Rhode Island Secretary of State. From and after the date hereof, this Agreement shall serve as the Limited Partnership Agreement of the Company. The parties hereto agree that the rights, duties and liabilities of the Initial Partners and any additional Partner admitted to the Company in accordance with the terms hereof, shall be as provided in the Act, except as otherwise provided herein.

          (ii) CT Corporation is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, any amendments or restatements of the Certificate of Limited Partnership, any other certificates, notices, statements or other instruments (and any amendments or restatements thereof) necessary or advisable for the continuation of the Company or the operation of the Company in all jurisdictions where the Company may elect to do business, but no such amendment or restatement may be executed, delivered or filed unless adopted in a manner authorized by this Agreement.

     2.2 Name of the Company . The name of the Company is Fleet Credit Card Services, L.P. The Company shall do business under that name and under any other name or names upon which Fleet, or any Fleet Partner designated by Fleet, shall determine, in its sole discretion. Each of the Partners agrees to take any and all actions as may be required by law to have the LLC consent, in writing, to allow the Company to use such name as required by Section 7-13-2(3) of the Act. If the Company does business under a name other than Fleet Credit Card Services, L.P., then the Company shall file a trade name certificate as required by law. Each Partner hereby agrees to take any and all action as may be required to amend the Certificate of Limited Partnership to reflect any change in the name of the Company.

     2.3 Purpose . The Company is organized to engage in the Business. The Company may also engage in and carry on any lawful business, purpose or activity for which limited partnerships may be formed under the Act and shall possess and exercise all the powers and privileges granted to it by the Act, by any other law or by this Agreement, together with any powers incidental to the conduct, promotion and attainment of the business, purpose or activities of the Company, so far as such powers are necessary or convenient; provided, however , that the Company shall not engage in any activity other than activities that are part of, or incidental to, the business of banking and are permissible for an operating subsidiary of a national bank.

     2.4 Term . The term of the Company shall begin on the date of acceptance of the Certificate of Limited Partnership by the office of the Rhode Island Secretary of State and shall continue until December 31, 2027 (the “Initial Term”), subject to consecutive successive one (1) year extensions (each, an “Extension”) unless (a) its existence is sooner terminated pursuant to Section 8 of this Agreement or (b) at least 180 days prior to the end of the Initial Term or any Extension then in effect a Partner shall notify all other Partners of such Partner’s refusal to

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extend, in which case the term shall continue until the end of such Initial Term or Extension, as applicable. The existence of the Company as a separate legal entity shall continue until dissolution of the Company in the manner required by the Act.

     2.5 Principal Office . The principal office of the Company shall be located at 50 Kennedy Plaza, Providence, Rhode Island 02903 or at any other place which the General Partner may determine.

     2.6 Registered Agent . The name and address of the Company’s registered agent and office in the State of Rhode island shall be Edwards & Angell, 2700 Hospital Trust Tower, Providence, Rhode Island 02903. At any time, the Chief Executive Officer may designate another registered agent and/or registered office.

     2.7 Partners . The name, present mailing address, Initial Capital Contribution and Percentage of each Partner are set forth on Schedule A. The Chief Executive Officer, if any, or a designee of the Chief Executive Officer, shall be authorized and required to update from time to time as necessary to accurately reflect the information therein as known by the Chief Executive Officer, but no such update shall modify Schedule A in any manner inconsistent with this Agreement or the Act. Any amendment or revision to Schedule A made in accordance with this Agreement shall not be deemed an amendment to this Agreement for purposes of Section 10.12. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A, as amended and in effect from time to time.

     2.8 Scope of Authority . No Limited Partner shall have any authority to bind or act for, or assume any obligations or responsibility on behalf of, any other Partner or the Company, and neither the Company nor any Partner shall be responsible or liable for any indebtedness or obligation of any other Partner or otherwise relating to the Company incurred or arising either before or after the execution of this Agreement, except as to those liabilities and obligations assumed by the Company pursuant to the terms of the Contribution Agreement, and the other Transaction Documents and those joint responsibilities, liabilities or obligations incurred after the date hereof pursuant to and as limited by the terms of this Agreement.

     2.9 Opening Balance Sheet; Tax Consequences of the Merger . The Initial Partners acknowledge that the Company’s opening balance sheet as of the Closing Date will be the same as the closing balance sheet of the LLC on the date of the Merger. The Initial Partners acknowledge that, for federal income tax purposes, the Company is treated as a continuation of the LLC under Section 708 of the Code and that the Merger has no effect on the adjusted income tax basis, Gross Asset Value or other tax attributes of any assets or liabilities of the Company. The federal, state and local income tax and other tax returns of the Company will be prepared in a manner consistent with the foregoing, except to the extent required by applicable law or regulation.

     2.10 Company Property . All property of the Company, whether real, personal or mixed, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Partner, individually, shall have any direct ownership interest in such property.

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3. SECTION 3 — PARTNERS; CAPITAL; CAPITAL ACCOUNTS

     3.1 Initial Capital Contributions of Initial Partners . At the time of the Merger, each of the Initial Partners shall be deemed to have made a capital contribution to the Company equal to the fair market value of its interest in the LLC. The Gross Asset Value to the Company and the federal income tax adjusted basis of such Initial Capital Contributions will be as set forth on Schedule B attached hereto.

     3.2 Additional Capital Contributions .

          3.2.1 Each Partner may, upon request of the General Partner, elect to contribute to the Company, in cash or other property, as determined by the General Partner, all amounts that, in the judgment of the General Partner, are necessary to enable the Company to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations and liabilities; provided, however, that no Advanta Partner shall be required to make any Additional Capital Contributions; provided, further, however, that no Fleet Partner will, be able to make an Additional Capital Contribution if such contribution would violate the provisions of Section 5.7.1. The General Partner shall notify such Partner or Partners as the General Partner, in its sole discretion, elects of the need for voluntary Additional Capital Contributions when appropriate.

          3.2.2 Each Additional Capital Contribution made by a Partner shall cause an increase in such Partner’s Capital Account and an adjustment to such Partner’s and each other Partner’s Percentage; provided, however, that the aggregate Percentage of all Advanta Partners shall be no less than one percent (1 %) throughout the entire term of this Agreement.

          3.2.3 Except as provided in this Agreement, a Partner shall not be entitled to a withdrawal or a return of any part of its Capital Contributions, interest on its Capital Contributions or to receive property or assets other than cash in return thereof.

          3.2.4 Except as otherwise provided in this Agreement, no Partner shall be entitled to priority over any other Partner with respect to a return of its Capital Contributions, to the property and assets of the Company or to allocations of income, gains, losses, deductions, expenses, obligations, liabilities, credits or distributions.

          3.2.5 No Partner with a deficit balance in its Capital Account shall have any obligation to the Company, to any other Partner or to any third party to restore the deficit balance, except as expressly provided herein and except to the extent required by the Act.

     3.3 Capital Accounts . The Company will maintain a capital account (the “Capital Account”) for each Partner. The initial value of the Capital Account of each Initial Partner shall be equal to its Initial Capital Contribution. Each Partner’s Capital Account shall be (i) increased by (A) any Additional Capital Contributions made by such Partner, (B) the share of Company Net Income allocated to such Partner and any income allocated pursuant to Section 4.3.3, 4.4,

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and Section 4.6 and (C) the amount of liabilities of the Company assumed by such Partner or that are secured by any Company assets distributed to such Partner and (ii) decreased by (A) the amount of cash and the Gross Asset Value of any Company assets distributed to such Partner, (B) the share of Company Net Loss allocated to such Partner and (C) the amount of liabilities of the Partner assumed by the Company or that are secured by any assets contributed to the Company by such Partner. In the event that an Interest is transferred in accordance with this Agreement, the Capital Account of the transferor (at the time of such transfer) shall carry over to the transferee; provided, however, that if any Partner transfers less than its entire Interest in the Company, the transferor’s Capital Account shall be allocated pro rata to the Interest retained by the transferor and the Interest transferred. In furtherance of the foregoing, the Capital Accounts shall be maintained in compliance with Section 1.704-1(b)(2)(iv) of the Regulations, and the provisions hereof shall be interpreted and applied in a manner consistent therewith.

     3.4 Additional Partners . Additional Persons may be admitted to the Company as Partners and Partnership Rights may be created and issued to those Persons and to existing Partners upon the approval of the General Partner and on such terms and conditions as the General Partner may determine at the time of admission. The terms of admission or issuance must specify the Percentage, the amount of such Partner’s Initial Capital Contribution and any priority applicable thereto. At the time of admission, each new Partner shall agree in writing to be bound by the terms of this Agreement and shall make the applicable representations and warranties contained in the Contribution Agreement.

     3.5 Preferred Capital . Additional Capital Contributions may be made in the form of Preferred Capital Contribution Amounts having such rights, designations, preferences, qualifications, privileges, limitations and restrictions as shall be fixed from time to time by the General Partner.

4. SECTION 4 — PROFIT, LOSS AND DISTRIBUTIONS

     4.1 Distributions of Distributable Cash Flow- Tax Withholding .

          4.1.1 Distributable Cash Flow may be distributed from time to time in the discretion of the General Partner in proportion to the Partners’ Percentages.

          4.1.2 The Company shall pay to the Fleet Partners, in the aggregate, at least annually, a distribution equal to the amount of the Preferred Return.

          4.1.3 Notwithstanding any other provision of this Agreement, the Company shall withhold and deposit, as required under applicable law, all withholding taxes imposed with respect to allocation of Net Income (or items thereof) or distributions made to the Partners. Such amounts shall be treated as a distribution to such Partner for all purposes of this Agreement. To the extent that the amount treated as a distribution pursuant to this Section 4.1.3 exceeds the amount which would otherwise be distributed to such Partner under all of the provisions of Section 4.1 for the entire fiscal year, such excess shall be treated as a loan from the Company to

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the Partner (a “Tax Loan”) which shall be repaid within thirty days after the close of the fiscal year.

          4.1.4 Notwithstanding any other provision of Section 4.1, with respect to any fiscal quarter of the Company in which a Partner would be allocated taxable income for federal, state and local income tax purposes if such fiscal quarter were a separate taxable year (and for this purpose all items of income, gain, loss or deduction required to be separately stated pursuant to Section 703 of the Code shall be included in this calculation of taxable income (other than the amount, if any, by which capital losses exceed capital gains)) the Company shall distribute to each such Partner, within 10 days after the close of such fiscal quarter, the amount determined by multiplying the Partner’s share of the Company’s taxable income (computed as set forth in this sentence) by the highest composite federal, state and local income tax rate applicable to all of the Partners (the “Tax Distribution Amount”); provided, however, that with respect to the fourth quarter of each fiscal year of the Company the distribution shall be made 20 days prior to the close of the fiscal quarter based on an estimate of the taxable income, if any, for such quarter; and provided, further, that within 120 days after the close of the fiscal year, a final calculation of such Partner’s share of the taxable income of the Company for its entire fiscal year shall be made and if the sum of the Tax Distribution Amounts to such Partner made for each fiscal quarter differs from the Tax Distribution Amount calculated based on such final determination of the entire fiscal year’s taxable income, the difference shall be distributed to the Partner or paid by such Partner to the Company, as the case may be. If there is a subsequent increase in a Partner’s share of taxable income for any fiscal period (as a result, for example, of an audit by a governmental unit), the Company shall distribute an amount to such Partner sufficient for such Partner to make any payment of Taxes, interest, penalties, or additions to Tax, actually due and owing, by reason of such increase in a Partner’s share of the Company’s taxable income; provided, however, that no increase in the amount of the Tax Distribution shall be made as a result of an increase in Tax arising out of the transactions effected by the Contribution Agreement. It is further understood by the Partners that the Tax Distribution made pursuant to this Section 4.1.4 is being made in lieu of the distribution of the income or gain from which such Tax arises. Accordingly, to the extent that a distribution of income or gain is made to any Partner pursuant to any other provision of Section 4.1, the amount of such distribution or the amount of this Tax Distribution, as the case may be, shall be decreased to take into account the fact that the Partner has received the income or gain which gives rise to the Tax.

     4.2 In-Kind Distributions . Except as otherwise provided in this Agreement, assets of the Company (other than cash) may be distributed in kind. If any assets of the Company are distributed to the Partners in kind, such assets shall be valued on the basis of the fair market value thereof on the date of distribution, and the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not previously been reflected in the Capital Accounts of the Partners) would be allocated among the Partners if there were a taxable disposition of such property for its fair market value (taking into account Section 7701 (g) of the Code) on the date of distribution.

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     4.3 Allocation of Net Income and Net Loss .

          4.3.1 Net Income . After giving effect to the special allocations set forth in Section 4.4, Section 4.3.3 and Section 4.6, Net Income for any fiscal year or other applicable period shall be allocated as set forth in this Section 4.3.1:

               (i) First, to the Fleet Partners until the cumulative Net Income allocated pursuant to this Section 4.3.1 (i) for the current and all prior periods equals the cumulative Net Loss allocated pursuant Section 4.3.2(ii) to such Partners;

               (ii) Second, to the Partners, until the cumulative Net Income allocated pursuant to this Section 4.3.1(ii) for the current and all prior periods equals the cumulative Net Loss allocated to such Partners pursuant to Sections 4.3.2 (i) and (iii) hereof for all prior periods among the Partners in the reverse order that such Net Loss was allocated pursuant to Sections 4.3.2(i) and (iii) hereof;

               (iii) Third, to the Partners, in proportion to their respective Percentages, until the cumulative sum allocated under Section 4.3.1 (i) and (ii) hereof and this Section 4.3.1 (iii) results in a positive Capital Account balance for each Partner equal to the aggregate of such Partner’s Capital Contributions, including such Partners Initial Capital Contributions, Preferred Capital Contribution Amount and Additional Capital Contributions (without taking into account in determining Capital Account balances an amount equal to (x) any income or gain allocated to a Partner under Sections 4.6 and 4.3.1(iv) hereof, minus (y) the sum of distributions under Sections 4.1.1, 4.1.3 and 4.1.4 hereof to such Partner, but only up to an amount of distributions that does not exceed the amount determined under clause (x)); and,

               (iv) Fourth, to the Partners in proportion to their respective Percentages.

         4.3.2 Net Loss . After giving effect to the special allocations set forth in Section 4.4, Section 4.3.3 and Section 4.6, Net Loss of the Company for each fiscal year or other applicable period shall be allocated as follows:

               (i) To the Partners in proportion to their respective Percentages, until the amount of the Capital Account balance of each Fleet Partner is equal to the amount of its Preferred Capital Contribution Amount and the amount of the Capital Account balance of each Advanta Partner is equal to $0.

               (ii) To the Fleet Partners, to the extent of and in proportion to, the remaining positive balance in their respective Capital Accounts; and

               (iii) Thereafter, to the Partners in proportion to their respective Percentages.

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               (iv) Notwithstanding Section 4.3.2(i)-(iii) hereof, to the extent any Net Loss allocated to a Partner under Section 4.3.2(i)-(iii) would cause such Partner to have an Adjusted Capital Account Deficit as of the end of the fiscal year to which such Net Loss relates, such Net Loss shall not be allocated to such Partner and instead shall be allocated to other Partners (herein the “Permitted Partners”), if any, having positive Capital Account balances, in proportion to such balances, and thereafter in accordance with the Permitted Partners’ respective economic risk of loss with respect to any indebtedness to which the remaining Net Loss (or any item thereof) is attributable.

          4.3.3 For each fiscal year or other applicable period of the Company, gross income of the Company shall be allocated to the Fleet Partners to the extent of the excess of the cumulative Preferred Return paid to the Fleet Partners for all periods over the cumulative amount of gross income previously allocated to the Fleet Partners pursuant to this Section 4.3.3.

     4.4 Special Allocations . The following special allocations shall be made in the following order:

          4.4.1 Minimum Gain Chargeback . If there is a net decrease in Company Minimum Gain for any Company fiscal year (except as a result of conversion or refinancing of Company indebtedness, certain capital contributions or revaluation of the Company property as further outlined in Sections 1.704-2(d)(4), (f)(2) or (f)(3) of the Regulations), each Partner shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in Company Minimum Gain. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Regulations. This Section 4.4.1 is intended to comply with the minimum gain chargeback requirement in said Section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this Section 4.4.1 shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

          4.4.2 Minimum Gain Attributable to Partner Nonrecourse Debt . If there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Company property (as further outlined in Section 1.704-2(i)(4)of the Regulations), each Partner shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) and (j)(2)of the Regulations. This paragraph 4.4.2 is intended to comply with the minimum gain chargebac