Common use of Adjustments to Capital Accounts Clause in Contracts

Adjustments to Capital Accounts. At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner: (a) Subject to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as follows: (i) Twenty percent (20%) of the Net Profit shall be reallocated to the General Partner for each Fiscal Year as a "Incentive Allocation". (ii) The remaining Net Profit shall be allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's General Partner Percentage for the Fiscal Period. (c) In the event that the Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership for the Fiscal Period shall be credited to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if any Net Losses are allocated to the account of any Limited Partner, each such Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that Partner. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner: Net Profits for each year (as defined below) shall be allocated as follows: (a) Subject First, to the provisions extent of subsections any net losses allocated to the Limited Partners, ninety-nine (c) and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as follows: (i) Twenty percent (2099%) percent of the Net Profit Profits shall be reallocated allocated to the Limited Partners, and one percent (1%) to the General Partner for each Fiscal Year as a "Incentive Allocation"until the Limited Partners have recouped any Net Losses previously allocated to them. (iib) The Thereafter, any remaining Net Profit shall be allocated seventy-five (75%) percent to the Limited Partners in proportion and twenty-five (25%) percent to their Capital Accountsthe General Partner (the "Incentive Allocation"). Net Losses for each calendar year shall be allocated as follows: (a) First, to the extent that the General Partner's capital account is positive, seventy-five (75%) percent of the Net Losses shall be allocated to the Limited Partner and twenty-five (25%) percent to the General Partner. (b) From and after the General Partner's capital account is zero, the Net Loss Losses shall be allocated ninety-nine (99%) percent to the Limited Partner and one percent (1%) to the General Partner. The portion of the Net Profit and Net Losses allocated to the Limited Partner shall be allocated between the Limited Partners based on the proportion that such Limited Partner's capital account bears to the capital account of all limited partners. Notwithstanding the preceding provisions of this Article 4: (a) Except as provided in sub-section (e) below, no allocation of loss or deduction shall be made to a Partner if such allocation would cause at the end of any taxable year a deficit in such Partner's Adjusted Capital Account to exceed his or its allocable share of Minimum Gain (as defined in Treasury Regulation Section 1.704-1(b)(iv)(e); and any such loss or deduction not allocated to a Partner by reason of this Section shall be allocated pro-rata to each other Partner if and to the extent that such allocation shall not create a deficit in such other Partner's Adjusted Capital Account in excess of his allocable share of Minimum Gain; provided, however, that if such allocation would create such deficit in all Partner' Adjusted Capital Accounts in excess of their share of Minimum Gain, then such allocation shall be made in accordance with the principles of Treasury Regulation Section 1.704-1(b). (b) If, during any taxable year, there is a net decrease in Minimum Gain then each Partner shall, before any other allocations are made for such year, be allocated in a manner so as to satisfy the requirements of Treasury Regulation Section 1.704-2(f), items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to each Partner's share of the net decrease in Partnership Minimum Gain (within the meaning of Treasury Regulation Section 1.704-2(g)(2). (c) If, during any taxable year, there is a net decrease in Partnership Minimum Gain Attributable to Partner Nonrecourse Debt, then each Partner with a share of the Partnership Minimum Gain Attributable to Partner Nonrecourse debt at the beginning of the year shall , before any other allocations are made for such year other than those pursuant to Section (b) above, be allocated in a manner so as to satisfy the Fiscal Year requirements of Treasury Regulation Section 1.704-2(i)(4), items of Partnership income and gain for such year (and, if necessary, for subsequent years) in an amount equal to each Partner's share of the net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt as determined in accordance with Treasury Regulation Section 1.704-2(i)(4). (d) If during any taxable year a Partner unexpectedly receives (i) a distribution of cash or property from the Partnership or (ii) an adjustment or allocation described in Treasury Regulation Section 1.704-1(b)(2)(ii) (d) (5) as in effect on the date hereof (concerning allocations of loss and deduction if Partners' interests change during the year, if a Partnership interest is acquired by gift or if a Partner receives certain Partnership property in redemption of part or all of his or its interest in the Company), and if such adjustment , allocation or distribution would cause at the end of the taxable year a deficit balance in such Partner's Adjusted Capital Account in excess of his allocable share of Minimum Gain, then a pro-rata portion of each item of partnership income, including gross income, and gain for such taxable year (and, if necessary, subsequent taxable years) shall be debited against allocated to such Partner in an amount and in a manner sufficient to eliminate such excess balance as quickly as possible before any other allocation is made for such year other than pursuant to Subsection (b) hereof so as to satisfy the requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) (qualified income offset). (e) To the extent required by Treasury Regulation Section 1.704-2(i)(1), Partner Nonrecourse Debt Deductions for any taxable year shall be allocated to the Partner (or Partners) who bear(s) the economic risk of loss of such Partner Nonrecourse Debt. (f) In the event that any allocation is or has been made to a Partner pursuant to Subsections (a), (b), (c) (d) or (e) above, subsequent items of income, deduction, gain and loss shall be allocated before any other allocations are made (subject to the provisions of Subsections (a), (b), (c) (d) or (e)) to the Partners in the manner which would result in each Partner having a Capital Account balance equal to what it would have been had the allocation pursuant to subsections (a), (b), (c) (d) or (e) not occurred. (g) For purposes of this Article, each Partners "Adjusted Capital Account" shall equal the Capital Account of each Partner in proportion to and in accordance with (1) reduced at the balance in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value end of each taxable year by the sum of (x) the excess of distributions reasonably expected to be made to such Partner over the offsetting increases to such Partner's Capital Account becomes zero. Thereafterreasonably expected to be made in the same taxable year as the aforesaid distributions, any remaining Net Loss for and (y) allocations expected to be made described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(5) as in effect on the Fiscal Year shall be debited date hereof (concerning allocations of loss and deduction if Partners' interests change during the year, if a Partnership interest is acquired by gift or if a Partner receives certain Partnership property in redemption of part or all of his interest in the Partnership), and (2) increased by the sum of (i) the amount, if any, which the Partner is obligated to restore to the General Partnership upon liquidation of his interest therein if a deficit balance exists in his Capital Account at such time, (ii) the outstanding principal balance of any promissory note made by such Partner and contributed to the Partnership if such note is not readily tradable on an established securities market and if such note must be satisfied within 90 days after the date said Partner's interest is liquidated, (iii) the amount of any unconditional obligation of such Partner to make subsequent contributions to the Partnership (whether imposed by this Agreement or by law), and (iv) the sum of (a) the amount the Partner would be personally liable for either as a Partner or in his individual capacity as a guarantor or otherwise, and (b) the economic risk of loss the Partner would bear attributable to any Partnership liability (as determined in accordance with each General Partner's General Partner Percentage for the Fiscal PeriodTreasury Regulation Section 1.752-2). (c) In the event that the Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership for the Fiscal Period shall be credited to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if any Net Losses are allocated to the account of any Limited Partner, each such Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that Partner. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner: (a) Subject to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as follows: (i) Twenty There shall first be made a provisional allocation of Net Profit to the Capital Account of all Partners in proportion to the amount of their respective Capital Accounts on the first day of each Fiscal Period. (ii) Then, twenty percent (20%) of the Net Profit provisionally allocated to the Capital Account of each Limited Partner (except any Limited Partner that is an Affiliate of a General Partner and is so designated in writing by the General Partners) shall be reallocated to the General Partners in accordance with their General Partner Percentages for each such Fiscal Year as a Year. Such twenty percent (20%) of Net Profits is the "Incentive Allocation". (ii) The remaining Net Profit shall be allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner adjusted for withdrawals in proportion to and in accordance with the balance in the Capital Account of the Partner until the value of any Partners' Capital account Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts Accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner Partners in accordance with each General Partner's General Partner Percentage for the Fiscal Period. (c) In the event that the Capital Account of one or more General Partner Partners has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership for the Fiscal Period shall be credited to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if any Net Losses are allocated to at the account of any Limited Partner, each such Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section toSection 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that Partner. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentagePercentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" share of the Partnership's Net Profit allocated to the General Partners in accordance with the provisions of subsection (a)(ii) of this Section 9 for any Fiscal Year may not exceed twenty percent (20%) of the Net Profit for the Fiscal YearFiscalYear.

Adjustments to Capital Accounts. At the end of each Fiscal PeriodQuarter and at the end of each Fiscal Period (each an "Allocation Date"), the Capital Accounts of the Partners shall be adjusted in the following manner: (a) Subject to the provisions of subsections subsection (c) and (d) and (f) of this Section 9, Net Profit Profits of the Partnership for the current Fiscal Year shall be credited as follows: (i) Net Profits for the Fiscal Year from the prior Allocation Date shall be allocated to all Partners in proportion to their respective Capital Accounts; and (ii) Twenty percent (20%) of the amount of Net Profit Profits allocated to the Capital Accounts of the Limited Partners pursuant to clause (i) above (the "Incentive Allocation") shall be reallocated re-allocated to the General Partner for each Fiscal Year as or to any other Partner to whom the General Partner has assigned the right to receive a "portion of such Incentive Allocation"., and the Capital Accounts of each of the Limited Partners shall be adjusted proportionately; and (iii) If the Incentive Allocation pursuant to clause (ii) The remaining above from the beginning of the Fiscal Year exceeds twenty (20%) percent of the Net Profit Profits of the Fiscal Year, such excess amount shall be re-allocated to the Limited Partners in proportion to their respective Capital Accounts... (b) Net Loss of the Partnership for the any Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance in the Capital Account of the such Partner until the value of any Partners' Partner's Capital account Account becomes zero. Thereafter, any remaining Net Loss for the such Fiscal Year shall be debited to Partners having positive balances in their Capital accounts Accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the such Fiscal Year shall be debited to the General Partner in accordance with each Capital Account of the General Partner's General Partner Percentage for the Fiscal Period. (c) In the event that the Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership for the Fiscal Period shall be credited to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if any Net Losses are allocated to the account Capital Account of any Limited Partner, each such Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his such Partner's Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners Partner as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his such Partner's Capital Account, the amount of Recoupment Allocation to which he such Partner is entitled shall be reduced in proportion to the amount of capital withdrawn. (ed) The amount of any withdrawal made by the a Partner pursuant to Section 21 20 or Section 22 21 of this Agreement shall be debited against the Capital Account of that such Partner. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At (a) As of the end of each Fiscal Periodtimes stated in Section 5.2, allocations will be made to the Opening Capital Accounts of the Partners shall be adjusted to arrive at each Partner's Closing Capital Account for the period in the following mannerorder and amounts: (i) The amount of any Capital Contributions paid by each Partner during such period will be credited to the Partner's Opening Capital Account (other than Capital Contributions referred to in clause (a) Subject of the definition of "Opening Capital Account" in Article 1); provided, however, that any such Capital Contribution will be credited to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit Partner's Opening Capital Account on the later of the Partnership for date the Fiscal Year shall Capital Contribution was due or the date on which the Capital Contribution was actually received by the Partnership; (ii) The amount of any distributions made to each Partner during the period will be debited against the Partner's Opening Capital Account; (iii) Net Profits will be credited and Net Losses will be debited to the Opening Capital Accounts of the Partners as follows: (A) Net Profits shall be credited to such Opening Capital Account and allocated among the Partners as follows: (I) first, to the Partners, pro rata, in proportion to the allocation of all Net Losses allocated pursuant to Section 5.3(a)(iii)(B)(II) until such Net Losses have been reversed; and (II) second, to the Partners in the same manner and amounts as distributions are allocated in Section 6.3. (B) Net Losses, if any, shall be debited against such Opening Capital Account and allocated among the Partners as follows: (I) first, to the Partners, pro rata, in proportion to the allocation of all Net Profits allocated pursuant to Section 5.3(a)(iii)(A)(II) until such Net Profits have been reversed; and (II) second, to the Limited Partners based on their respective aggregate Capital Contributions. (b) Notwithstanding the provisions of Section 5.3 (a)(iii): (i) Twenty percent (20%) at such time as the Capital Account of the General Partner or any Limited Partner is reduced to an amount equal to the aggregate Capital Contributions of such Partner (less all distributions to such Partner), the balance of all Net Profit shall Losses will be reallocated allocated: (A) first, to the remaining Capital Accounts of the General Partner and Limited Partners which have not been reduced to zero (to be apportioned among them in accordance with their respective positive Capital Accounts); and (B) second, after the Capital Accounts of all Limited Partners and the General Partner have been reduced to zero, then the balance to the General Partner for each Fiscal Year as a "Incentive Allocation"Partner. (ii) The remaining If Net Profit shall be Losses are allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance foregoing Section 5.3(b)(i), any Net Profits that are required to be allocated after such special allocation of Net Losses as provided in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafterforegoing Section 5.3(b)(i) will be allocated: (A) first, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's until the effect of the special allocation of Net Losses under Section 5.3(b)(i)(B) is reversed and eliminated; and (B) second, to the General Partner Percentage for and Limited Partners to whom the Fiscal Periodallocation of such Net Losses has been made under Section 5.3(b)(i)(A) until the effect of such special allocation of Net Losses has been reversed and eliminated. (c) In To the event that extent not otherwise accomplished by the provisions of Section 5.3(a) and Section 5.3(b), the Opening Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) Accounts of the Net Profit of the Partnership for the Fiscal Period shall Partners will be credited adjusted to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if effect any Net Losses are allocated to the account allocation of any Limited Partneritem of income, each such Limited Partner shall be entitled gain, loss, deduction or credit to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made required by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that PartnerCode. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At (a) As of the end times stated in Section 6.02, allocations will be made to the Capital Accounts of the Partners in the following order and amounts: (i) The amount of any capital contributions paid by each Partner during such period will be credited to the Partner’s Capital Account; provided, however, that any such Confidential treatment requested by WQN, Inc. capital contribution will be credited to the Partner’s Capital Account on the later of the date the capital contribution was due or the date on which the capital contribution was actually received by the Partnership; provided that any capital contributions made prior to the Final Admission Date will be credited to the contributing Partner’s Capital Account as of the effective date of this Agreement; (ii) The amount of any distributions made to each Partner during the period will be debited against the Partner’s Capital Account; (iii) Net Profits for each Fiscal PeriodYear will be allocated to the Capital Accounts of the Partners as follows: (A) First, Net Profits shall be allocated to Partners who have previously been allocated Net Losses, until the cumulative Net Profits allocated under this Section 6.03(a)(iii)(A) to each Partner equals the cumulative Net Losses allocated to such Partner pursuant to Section 6.03(a)(iv) (or in proportion to such Net Losses if the total amount to be allocated under this Section 6.03(a)(iii)(A) is less than such Net Losses). (B) Second, Net Profits shall be allocated to each Private Limited Partner as a Priority Return in an amount equal to [___] of the weighted average of such Private Limited Partner’s Cumulative Capital Contribution (but not compounded) over such Fiscal Year (the “Priority Return”). In the event a Private Limited Partner’s Cumulative Capital Contribution is held by the Partnership for only a portion of a Fiscal Year, the allocations made under this Section shall be appropriately adjusted by the General Partner. (C) Third, Net Profits shall be allocated to Private Limited Partners to the extent of any previously unallocated shortfall in the Priority Return of such Private Limited Partners for any prior Fiscal Year. (D) Fourth, Net Profits shall be allocated to the General Partner as a Priority Return in an amount equal to [___] of the amount allocated to the Private Limited Partners in Section 6.03(a)(iii)(B), above. (E) Fifth, Net Profits shall be allocated to the General Partner to the extent of any previously unallocated shortfall in the Priority Return of the General Partner for any prior Fiscal Year. (F) Sixth, the balance of Net Profits, if any, for the Fiscal Year shall be allocated [___] to the Private Limited Partners and [___] to the General Partner. The allocation of such Net Profits among the Private Limited Partners shall be in proportion to the weighted average of their respective Capital Accounts during such Fiscal Year. (iv) Net Losses will be allocated: Confidential treatment requested by WQN, Inc. (A) first, to the General Partner and Private Limited Partners, to be apportioned among them in accordance with their respective positive Capital Accounts, but only to the extent such allocations do not create or increase a deficit balance to a Partner’s Capital Account; and (B) second, to the General Partner and Private Limited Partners, to be apportioned among them in accordance with their respective Commitments. (b) To the extent not otherwise accomplished by the provisions of Section 6.03(a), including Section 6.03(a)(iii)(A), the Capital Accounts of the Partners shall will be adjusted in the following manner: (a) Subject to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as follows: (i) Twenty percent (20%) of the Net Profit shall be reallocated to the General Partner for each Fiscal Year as a "Incentive Allocation". (ii) The remaining Net Profit shall be allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance in the Capital Account of the Partner until the value affect any allocation of any Partners' Capital account becomes zero. Thereafteritem of income, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balancesgain, until the value of each Partner's Capital Account becomes zero. Thereafterloss, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's General Partner Percentage for the Fiscal Period. (c) In the event that the Capital Account of one deduction or more General Partner has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership for the Fiscal Period shall be credited to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if any Net Losses are allocated to the account of any Limited Partner, each such Limited Partner shall be entitled credit to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made required by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that PartnerCode. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At (a) As of the end of each Fiscal Periodtimes stated in Section 5.2, allocations will be made to the Opening Capital Accounts of the Partners shall be adjusted to arrive at each Partner’s Closing Capital Account for the period in the following mannerorder and amounts: (i) The amount of any Capital Contributions paid by each Partner during such period will be credited to the Partner’s Opening Capital Account (other than Capital Contributions referred to in clause (a) Subject of the definition of “Opening Capital Account” in Article 1); provided, however, that any such Capital Contribution will be credited to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit Partner’s Opening Capital Account on the later of the Partnership for date the Fiscal Year shall Capital Contribution was due or the date on which the Capital Contribution was actually received by the Partnership; (ii) The amount of any distributions made to each Partner during the period will be debited against the Partner’s Opening Capital Account; (iii) Net Profits will be credited and Net Losses will be debited to the Opening Capital Accounts of the Partners as follows: (A) Net Profits shall be credited to such Opening Capital Account and allocated among the Partners as follows: (I) first, to the Partners, pro rata, in proportion to the allocation of all Net Losses allocated pursuant to Section 5.3(a)(iii)(B)(II) until such Net Losses have been reversed; and (II) second, to the Partners in the same manner and amounts as distributions are allocated in Section 6.3. (B) Net Losses, if any, shall be debited against such Opening Capital Account and allocated among the Partners as follows: (I) first, to the Partners, pro rata, in proportion to the allocation of all Net Profits allocated pursuant to Section 5.3(a)(iii)(A)(II) until such Net Profits have been reversed; and (II) second, to the Limited Partners based on their respective aggregate Capital Contributions. (b) Notwithstanding the provisions of Section 5.3(a)(iii): (i) Twenty percent (20%) at such time as the Capital Account of the General Partner or any Limited Partner is reduced to an amount equal to the aggregate Capital Contributions of such Partner (less all distributions to such Partner), the balance of all Net Profit shall Losses will be reallocated allocated: (A) first, to the remaining Capital Accounts of the General Partner and Limited Partners which have not been reduced to zero (to be apportioned among them in accordance with their respective positive Capital Accounts); and (B) second, after the Capital Accounts of all Limited Partners and the General Partner have been reduced to zero, then the balance to the General Partner for each Fiscal Year as a "Incentive Allocation"Partner. (ii) The remaining If Net Profit shall be Losses are allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance foregoing Section 5.3(b)(i), any Net Profits that are required to be allocated after such special allocation of Net Losses as provided in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafterforegoing Section 5.3(b)(i) will be allocated: (A) first, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's until the effect of the special allocation of Net Losses under Section 5.3(b)(i)(B) is reversed and eliminated; and (B) second, to the General Partner Percentage for and Limited Partners to whom the Fiscal Periodallocation of such Net Losses has been made under Section 5.3(b)(i)(A) until the effect of such special allocation of Net Losses has been reversed and eliminated. (c) In To the event that extent not otherwise accomplished by the provisions of Section 5.3(a) and Section 5.3(b), the Opening Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) Accounts of the Net Profit of the Partnership for the Fiscal Period shall Partners will be credited adjusted to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if effect any Net Losses are allocated to the account allocation of any Limited Partneritem of income, each such Limited Partner shall be entitled gain, loss, deduction or credit to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made required by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that PartnerCode. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At the end of each Fiscal Accounting Period, the “Closing Capital Accounts Account Balance” of the Partners each Capital Account of each Partner for such Accounting Period shall be adjusted determined by adjusting such Partner’s Opening Capital Account Balance for such Accounting Period in the following mannermanner and order: (a) Subject to the provisions of subsections (c) and (d) and (f) allocations provided in the remainder of this Section 9, Net Profit of the Partnership for the Fiscal Year shall 5.2 and Section 5.3 and any special allocations to be credited made to fewer than all Partners as followsprovided in this Agreement: (i) Twenty percent (20%) of the any Net Profit Capital Depreciation or any Net Capital Appreciation for such Accounting Period shall be reallocated to initially debited or credited among the General Partner for each Fiscal Year as a "Incentive Allocation". (ii) The remaining Net Profit shall be allocated to Capital Accounts of the Partners in proportion to their respective Capital Accounts.Account balances as of the beginning of such Accounting Period; (bii) Net Loss of the Partnership Management Fee payable with respect to each Limited Partner for such Accounting Period pursuant to Section 4.1 shall be allocated to and charged against such Limited Partner’s Capital Account; (iii) to the Fiscal Year extent applicable for such Accounting Period, a Limited Partner’s Capital Account shall be debited against by the Capital Account of each Partner in proportion to and in accordance with the balance in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited Incentive Allocation made to the General Partner in accordance with each General Section 5.2(d). (b) The amount of any distributions to the Partner during such Accounting Period shall be debited against such Capital Account of such Partner's General ; provided, however, that any such distribution or withdrawal made on the last Business Day of an Accounting Period shall be debited against such Capital Account of such Partner Percentage for in the Fiscal immediately subsequent Accounting Period. (c) In the event that the Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership The Management Fees for the Fiscal any Accounting Period shall be credited determined, and each such Partner’s Capital Account correspondingly adjusted, after the debiting or crediting of Net Capital Appreciation or Net Capital Depreciation to those General Partners whose the Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balanceof the Partners for such Accounting Period. (d) Anything in Subject to the terms of this Section 9 5.2(d), as of each Incentive Allocation Date, the General Partner shall receive an incentive allocation (“Incentive Allocation”) as set forth below. (i) The Incentive Allocation, which is calculated separately with respect to each Limited Partner and equals the contrary notwithstandingproduct of (A) twenty percent (20%), multiplied by (B) the excess, if any, of (1) the Net Capital Appreciation less any Net Losses are Capital Depreciation otherwise allocable for such Incentive Allocation Period to such Limited Partner’s Capital Account pursuant to Section 5.2(a), less (2) any balance remaining in such Limited Partner’s Loss Recovery Account as of the beginning of such Incentive Allocation Period. The General Partner may, in its discretion, determine that an Incentive Allocation not be made from a Limited Partner’s Capital Account, or reduce the amount to be so allocated to the account from a Limited Partner’s Capital Account, for all or a portion of any Incentive Allocation Period or other period the General Partner determines is appropriate. For purposes of calculating the Incentive Allocation attributable to a Limited Partner, each such Capital Contributions made by a Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits on separate dates may, in the discretion of the PartnershipGeneral Partner, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount be treated as separate Interests. (ii) As of Net Profits allocated as a Recoupment each Incentive Allocation shall not exceed, but shall reduceDate, the amount of Net Profits otherwise allocable the Incentive Allocation with respect to a Limited Partner for such Incentive Allocation Period shall be allocated to the Capital Account of the General Partners as Partner and charged against such Limited Partner’s Capital Account; provided that the foregoing allocation and charge against the Capital Account of a Limited Partner with respect to whom the General Partner has waived all or part of the Incentive Allocation pursuant to Section 9(asubparagraph (i) above, shall be reduced to reflect such waiver. (iiiii) hereofIf all or part of a Limited Partner’s Interest is redeemed at any time other than the last day of a calendar year, the Incentive Allocation on such date, if any, shall be made to the General Partner’s Capital Account (and from the Limited Partner’s Capital Account) in the proportion that the redeemed Interest bears to such Limited Partner’s total Interest immediately before the redemption. If a Limited Partner who is entitled to redeems a Recoupment Allocation shall withdraw any portion of his its Interest during the middle of a calendar year and an Incentive Allocation is due for that calendar year, but an Incentive Allocation would have been lower if such Interests were redeemed later in the calendar year or not redeemed during such calendar year, the Limited Partner shall not be refunded, or receive any credit against, the Incentive Allocation previously paid with respect to the portion that was redeemed. (iv) To calculate the Incentive Allocation, a “Loss Recovery Account” shall be established on the Partnership’s books with respect to each Limited Partner, the opening balance of which shall be zero. As of the last day of each Incentive Allocation Period, with respect to each Limited Partner, the balance of each Limited Partner’s Loss Recovery Account with respect to an Interest shall be (i) increased by any Net Capital AccountDepreciation, or (ii) reduced by any Net Capital Appreciation, allocated to such Limited Partner’s Capital Account for such Incentive Allocation Period. The balance of a Limited Partner’s Loss Recovery Account shall not be reduced below zero. If a Limited Partner with a Loss Recovery Account balance as of the effective date of redemption redeems some of its Interest at any time other than the last day of such calendar year, such balance shall be reduced immediately after the processing of the redemption (and, for subsequent calculations of the Incentive Allocation, shall be deemed to be reduced as of the beginning of the Incentive Allocation Period in which such redemption occurs) by an amount equal to the product obtained by multiplying such balance by a fraction, the numerator of which is the amount of Recoupment Allocation to such redemption and the denominator of which he is entitled such Limited Partner’s Capital Account balance immediately before such redemption. Additional Capital Contributions shall be reduced in proportion to the amount of capital withdrawnnot affect a Limited Partner’s Loss Recovery Account. (ev) The amount of any withdrawal made by the Partner pursuant to Section 21 or Section 22 of this Agreement Incentive Allocation and Loss Recovery Account shall be debited against the Capital Account of that calculated separately for each Interest held by a Limited Partner, and a Limited Partner shall not be entitled to any offset or rebate if an Incentive Allocation is due with respect to one Interest but not another. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At (a) As of the end of each Fiscal Periodtimes stated in Section 6.02, allocations will be made to the Opening Capital Accounts of the Partners shall be adjusted to arrive at each Partner’s Closing Capital Account for the period in the following manner: (a) Subject to the provisions of subsections (c) order and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as followsamounts: (i) Twenty percent The amount of any capital contributions paid by each Partner during such period will be credited to the Partner’s Opening Capital Account (20%other than capital contributions referred to in clause (i) of the definition of “Opening Capital Account” in Article 1); provided, however, that any such capital contribution will be credited to the Partner’s Opening Capital Account on the later of the date the capital contribution was due or the date on which the capital contribution was actually received by the Partnership; (ii) The amount of any distributions made to each Partner during the period will be debited against the Partner’s Opening Capital Account; (iii) Net Profit shall Profits will be reallocated credited and Net Losses will be debited to the Opening Capital Accounts of the Partners as follows: 99.99% to the Private Limited Partners pro rata in accordance with their respective current Funded Commitment Amount and 0.01% to the General Partner. (b) Notwithstanding the provisions of Section 6.03(a)(iii): (i) at such time as the Capital Account of the General Partner for each Fiscal Year as a "Incentive Allocation"or any Private Limited Partner is reduced to zero, the balance of all Net Losses will be allocated: (A) first, to the remaining Capital Accounts of the General Partner and Private Limited Partners which have not been reduced to zero (to be apportioned among them in accordance with their respective positive Capital Accounts); and (B) second, after the Capital Accounts of all Private Limited Partners have been reduced to zero, then the balance to the General Partner. (ii) The remaining If Net Profit shall be Losses are allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance foregoing clause (i), any Net Profits that are required to be allocated after such special allocation of Net Losses as provided in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafterforegoing clause will be allocated: (A) first, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's until the effect of the special allocation of Net Losses under clause (i)(B) is reversed and eliminated; and (B) second, to the General Partner Percentage for and Private Limited Partners to whom the Fiscal Periodallocation of such Net Losses has been made under clause (i)(A) until the effect of such special allocation of Net Losses has been reversed and eliminated. (c) In To the event that extent not otherwise accomplished by the provisions of Section 6.03(a) and Section 6.03(b), the Opening Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) Accounts of the Net Profit of the Partnership for the Fiscal Period shall Partners will be credited adjusted to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if effect any Net Losses are allocated to the account allocation of any Limited Partneritem of income, each such Limited Partner shall be entitled gain, loss, deduction or credit to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made required by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that PartnerCode. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

Adjustments to Capital Accounts. At (a) As of the end of each Fiscal Periodtimes stated in Section 6.02, allocations will be made to the Opening Capital Accounts of the Partners shall be adjusted to arrive at each Partner’s Closing Capital Account for the period in the following manner: (a) Subject to the provisions of subsections (c) order and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as followsamounts: (i) Twenty percent The amount of any capital contributions paid by each Partner during such period will be credited to the Partner’s Opening Capital Account (20%other than capital contributions referred to in clause (i) of the definition of “Opening Capital Account” in Article 1); provided, however, that any such capital contribution will be credited to the Partner’s Opening Capital Account on the later of the date the capital contribution was due or the date on which the capital contribution was actually received by the Partnership; (ii) The amount of any distributions made to each Partner during the period will be debited against the Partner’s Opening Capital Account; (iii) Net Profit shall Profits will be reallocated credited and Net Losses will be debited to the Opening Capital Accounts of the Partners pro rata in accordance with their respective capital contributions. (b) Notwithstanding the provisions of Section 6.03(a)(iii): (i) at such time as the Capital Account of the General Partner or any Private Limited Partner is reduced to an amount equal to the aggregate capital contributions of such Partner (less all distributions to such Partner), the balance of all Net Losses will be allocated: (A) first, to the remaining Capital Accounts of the General Partner and Private Limited Partners which have not been reduced to zero (to be apportioned among them in accordance with their respective positive Capital Accounts); and (B) second, after the Capital Accounts of all Private Limited Partners have been reduced to zero, then the balance to the General Partner for each Fiscal Year as a "Incentive Allocation"Partner. (ii) The remaining If Net Profit shall be Losses are allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance foregoing clause (i), any Net Profits that are required to be allocated after such special allocation of Net Losses as provided in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafterforegoing clause will be allocated: (A) first, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's until the effect of the special allocation of Net Losses under clause (i)(B) is reversed and eliminated; and (B) second, to the General Partner Percentage for and Private Limited Partners to whom the Fiscal Periodallocation of such Net Losses has been made under clause (i)(A) until the effect of such special allocation of Net Losses has been reversed and eliminated. (c) In To the event that extent not otherwise accomplished by the provisions of Section 6.03(a) and Section 6.03(b), the Opening Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) Accounts of the Net Profit of the Partnership for the Fiscal Period shall Partners will be credited adjusted to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if effect any Net Losses are allocated to the account allocation of any Limited Partneritem of income, each such Limited Partner shall be entitled gain, loss, deduction or credit to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made required by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that PartnerCode. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.