Common use of Addition of Additional Accounts Clause in Contracts

Addition of Additional Accounts. (a) If, from time to time, the Corporation becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(a) of the Pooling and Servicing Agreement, then the Corporation may, at its option, give the Account Owner written notice thereof on or before the tenth Business Day (the "Addition Notice Date") prior to the Addition Date therefor, and upon receipt of such notice the Account Owner shall on or before the Addition Date, designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement. Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall determine and notify the Corporation of the Addition Cut-Off Date with respect to such Additional Accounts. (b) On the Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement), subject to the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of the Receivables arising in the Additional Accounts have been made in contemplation of the occurrence thereof; and v) the Account Owner shall have delivered to the Corporation an Officer's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicable, the items set forth in clauses (ii) through (iv) above; and (c) stating that the Account Owner reasonably believes that the addition to the Trust of the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occur.

Addition of Additional Accounts. (a) IfIf (i) Dryrock Funding is required, from time to time, the Corporation becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSection 2.11(a) of the Pooling and Servicing Transfer Agreement, to designate additional accounts to the Trust, or (ii) Dryrock Funding elects, pursuant to Section 2.11(b) of the Transfer Agreement, to designate additional accounts to the Trust, then the Corporation may, at its option, in either case Dryrock Funding shall give the Account Owner written notice thereof to the Seller; provided, however, that such notice shall be provided on or before the tenth third Business Day (immediately preceding the "Addition Notice Date") prior date on which the Seller is being asked to the Addition Date therefor, and upon designate additional accounts. Upon receipt of such notice the Account Owner shall and on or before prior to such date on which the Addition DateSeller is being asked to designate additional accounts, designate the Seller shall designate, to the extent it has such accounts, sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement. Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall determine sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. In addition, at its option and notify with the Corporation consent of Dryrock Funding, the Addition Cut-Off Date with respect Seller may designate Eligible Accounts as Additional Accounts and sell to Dryrock Funding the Purchased Assets related to such Additional Accounts. (b) On the Addition Date with respect to any designation of such designated Additional Accounts shall become Accounts, the Corporation and Dryrock Funding shall purchase the Account Owner's Seller’s right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement)and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditionsconditions on such Addition Date: (i) all as of the applicable Selection Date, each Additional Accounts shall be Account is an Eligible AccountsAccount; (ii) the Account Owner Seller shall have delivered to the Corporation Dryrock Funding file-stamped copies of UCC all financing statements (and amendments with respect to such financing statements when applicable) covering such Additional Accounts, if necessary to perfect the Corporation's ownership of Dryrock Funding’s interest in the Receivables arising thereintherein and the related Purchased Assets; (iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner Seller shall have occurred nor shall the transfer to the Corporation sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to Dryrock Funding have been made in contemplation of the occurrence thereof; and; (iv) such designation of Additional Accounts will not, in the reasonable belief of the Seller, have a material adverse effect on Dryrock Funding; (v) the Account Owner Seller shall have delivered to the Corporation Dryrock Funding an Officer's Certificate’s Certificate of the Seller, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicableapplicable and in the Seller’s reasonable belief, the items set forth in clauses (iii) through (iv) above; (vi) the Seller shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding and shall have delivered to Dryrock Funding an account schedule with respect to such Additional Accounts in accordance with Section 2.01(e) which shall supplement and amend the RPA Account Schedule; and (vii) the Seller and (c) stating that the Account Owner reasonably believes that the addition Dryrock Funding shall have entered into a duly executed, written assignment with respect to the Trust of the Receivables arising such Additional Accounts, substantially in the Additional Accounts will not based on the facts known to such officer at the time form of such addition, then or thereafter cause an Adverse Effect to occurExhibit A (a “Supplemental Conveyance”).

Addition of Additional Accounts. (a) If, from time to time, the Corporation becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(a) of the Pooling and Servicing Agreement, then the Corporation may, at its option, give the Account Owner written notice thereof on or before the tenth Business Day (the "Addition Notice Date") prior to the Addition Date therefor, and upon receipt of such notice the Account Owner shall on or before the Addition Date, designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement). Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall determine and notify the Corporation of the Addition Cut-Off Date with respect to such Additional Accounts. (b) On the Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement), subject to the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation Account Owner copies of UCC UCC-1 financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of the Receivables arising in the Additional Accounts have been made in contemplation of the occurrence thereof; and; v) the Account Owner shall have delivered to the Corporation an Officer's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicable, the items set forth in clauses (ii) through (iv) above; and (c) stating that the Account Owner reasonably believes that the addition to the Trust of the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occur.

Addition of Additional Accounts. (a) If, If from time to time, the Corporation ------------------------------- Buyer becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSection ------- 2.6(a) of the Pooling and Servicing AgreementAgreement (or any other provision thereof calling for ----- compliance with the procedures set forth in such Section 2.6(a)), then the Corporation may, at its option, Buyer -------------- shall give the Account Owner RPA Sellers written notice thereof on or before the tenth Business Day (the "Addition Notice Date") Date prior to the Addition Date therefor, therefor and upon receipt of such notice the Account Owner RPA Sellers shall on or before the Addition Date, Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation Buyer will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing AgreementSection 2.6(a). Additionally, subject to subsection 2.02(bthe ------------- limitations, if any, on Buyer's ability to add Additional Accounts under Section ------- 2.6(b) hereofof the Servicing Agreement, from time to time Eligible Accounts may be ----- designated to be included as Additional Accounts, upon the mutual agreement of the Corporation Buyer and the Account OwnerRPA Sellers. In either event, the Account Owner RPA Sellers shall have sole responsibility for selecting the Additional Accounts and shall determine on or prior to the Addition Date therefore execute and notify deliver a Supplemental Conveyance identifying the Corporation Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Cut-Off Date with respect to such Additional AccountsDate, which Supplemental Conveyance shall be effective upon receipt by Buyer. (b) On the or before each Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts added pursuant to Section 2.2(a), FCNB (as of the Addition Cut-Off Datei) (and such Additional Accounts shall be deemed indicate or cause to be Accounts for purposes of this Agreement), subject to ------------- indicated in its books and records and in the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership computer files of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of that the Receivables arising created in the connection with such Additional Accounts have been made sold to Buyer in contemplation accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Servicing Agreement, and (ii) shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the occurrence thereof; and v) the Account Owner respective Supplemental Conveyance or, if Buyer shall have so direct, such computer file or microfiche list shall be delivered to the Corporation Trustee pursuant to the Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted. (c) At any time that Receivables in an Officer's CertificateEligible Account are required to be transferred to the Issuer pursuant to Section 2.6(e) of the Servicing Agreement, dated ------------- such Eligible Account shall, until notice from FCNB or Buyer to the Addition Dateother parties hereto to the contrary, (a) stating that, automatically be designated to be included as an Account effective as of the applicable Addition Cut-Off Datedate specified in Section 2.6(e) of the Servicing ------------- Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and assignment of such included Accounts under this Section 2.2(c) and ------------- identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the Additional aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts are all Eligible as of such fifth Business Day. (d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), FCNB (bi) confirming, shall indicate or cause to be indicated in ------------- its books and records and in the computer files of the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the extent applicable, Issuer pursuant to the items set forth in clauses Servicing Agreement and (ii) through (iv) above; shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and (c) stating that complete list of all such included Accounts identified in the Account Owner reasonably believes that the addition respective Supplemental Conveyance, or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trust of Trustee pursuant to the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occurServicing Agreement.

Addition of Additional Accounts. (a) IfIf (i) the Depositor is required, from time to time, the Corporation becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSubsection 2.13(a) of the Pooling and Servicing Transfer Agreement, to designate additional accounts to the Trust, or (ii) the Depositor elects, pursuant to Subsection 2.13(b) of the Transfer Agreement, to designate additional accounts to the Trust, then in either case the Corporation may, at its option, Depositor shall give the Account Owner written notice thereof to TD; provided, however, that such notice shall be provided on or before the tenth fifth (5th) Business Day (immediately preceding the "Addition Notice Date") prior to the Addition Date therefor, and upon related addition date. Upon receipt of such notice the Account Owner shall and on or before the Addition Dateprior to such addition date, TD shall designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement. Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall determine sell to the Depositor the Purchased Assets related to such Additional Accounts. In addition, at its option and notify with the Corporation consent of the Addition Cut-Off Date with respect Depositor, TD may designate Eligible Accounts as Additional Accounts and sell to the Depositor the Purchased Assets related to such Additional Accounts. (b) On the Addition Date with respect to any designation of Additional Accounts, such Additional Accounts shall become Accounts, and the Corporation Depositor shall purchase the Account Owner's TD’s right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement)and the related Purchased Assets as provided in Section 2.01, subject to the satisfaction of the following conditionsconditions on such Addition Date: (i) all as of the applicable Selection Date, each Additional Accounts Account shall be an Eligible AccountsAccount; (ii) the Account Owner TD shall have delivered to the Corporation Depositor copies of UCC financing statements under each applicable PPSA, other than the Civil Code of Québec, covering such Additional Accounts, if necessary to perfect the Corporation's ownership Depositor’s transfer of the Receivables arising thereintherein and the related Purchased Assets; (iii) to the extent required by Section 2.1 of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner TD shall have deposited in deposited, or shall have caused the Servicer to deposit, into the Collection Account all Collections with respect to such Additional Accounts since the applicable Addition Cut-Off Date; (iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner TD shall have occurred nor shall the transfer to the Corporation sale of the Receivables arising in the Additional Accounts and the related Purchased Assets to the Depositor have been made in contemplation of the occurrence thereof; and; (v) such addition will not, in the Account Owner reasonable belief of TD, have a material adverse effect on the Depositor; (vi) TD shall have delivered to the Corporation Depositor an Officer's Certificate’s Certificate of TD, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicableapplicable and in TD’s reasonable belief, the items set forth in clauses (iii) through (ivv) above; (vii) TD shall have indicated in its computer files that Receivables created in connection with such Additional Accounts and the related Purchased Assets have been sold to the Depositor and shall have delivered to the Depositor the Account Schedule with respect to such Additional Accounts in accordance with Subsection 2.01(b); (viii) TD and the Depositor shall have entered into a duly executed, written assignment, substantially in the form of Exhibit A (an “Additional Account Supplemental Conveyance”); and (ix) if the designated Additional Accounts include Quebec Accounts, TD and the Depositor shall enter into, concurrently with the related Additional Account Supplemental Conveyance, a Quebec Assignment substantially in the same form as the Quebec Assignment entered into on the Closing Date. (c) stating that On or before the Account Owner reasonably believes that the addition tenth Business Day following each Addition Date with respect to any Additional Accounts which include Quebec Accounts, TD shall deliver to the Trust Depositor (i) a copy of the Receivables arising certified statement of registration referred to in Subsection 2.01(b)(v) relating to the Additional Accounts will not based Quebec Assignment entered into on the facts known related Addition Date, and (ii) an opinion of counsel to such officer at TD pertaining to the time related Quebec Assignment, substantially the same in scope and substance as the opinions provided in respect of such additionthe Quebec Assignment entered into on the Closing Date, then or thereafter cause an Adverse Effect including as to occurits enforceability and its opposability pursuant to Article 1642 of the Civil Code of Québec.

Addition of Additional Accounts. (a) If, If from time to time, the Corporation ------------------------------- Buyer becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSection ------- 2.6(a) of the Pooling Transfer and Servicing AgreementAgreement (or any other provision thereof ------ calling for compliance with the procedures set forth in such Section 2.6(a)), -------------- then the Corporation may, at its option, Buyer shall give the Account Owner RPA Sellers written notice thereof on or before the tenth Business Day (the "Addition Notice Date") Date prior to the Addition Date therefor, therefor and upon receipt of such notice the Account Owner RPA Sellers shall on or before the Addition Date, Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation Buyer will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing AgreementSection 2.6(a). Additionally, subject -------------- to subsection 2.02(bthe limitations, if any, on Buyer's ability to add Additional Accounts under Section 2.6(b) hereofof the Transfer and Servicing Agreement, from time to time -------------- Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation Buyer and the Account OwnerRPA Sellers. In either event, the Account Owner RPA Sellers shall have sole responsibility for selecting the Additional Accounts and shall determine on or prior to the Addition Date therefore execute and notify deliver a Supplemental Conveyance identifying the Corporation Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Cut-Off Date with respect to such Additional AccountsDate, which Supplemental Conveyance shall be effective upon receipt by Buyer. (b) On the or before each Addition Date with respect to any designation Additional Accounts added pursuant to Section 2.2(a), FCNB (i) shall indicate or cause to be -------------- indicated in its books and records and in the computer files of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables that the Receivables created in Additional Accounts (as of the Addition Cut-Off Date) (and connection with such Additional Accounts shall be deemed have been sold to be Accounts for purposes of Buyer in accordance with this Agreement), subject Agreement and transferred by Buyer to the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered Issuer pursuant to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling Transfer and Servicing Agreement, the Account Owner and (ii) shall have deposited deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the Collection respective Supplemental Conveyance or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Owner Trustee pursuant to the Transfer and Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted. (c) At any time that Receivables in an Eligible Account all Collections with respect are required to be transferred to the Issuer pursuant to Section 2.6(e) of the Transfer and -------------- Servicing Agreement, such Additional Accounts since Eligible Account shall, until notice from FCNB or Buyer to the Addition Cut-Off Date; iv) other parties hereto to the contrary, automatically be designated to be included as an Account effective as of each the date specified in Section 2.6(e) of the Addition Cut-Off Date Transfer and Servicing -------------- Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and assignment of such included Accounts under this Section 2.2(c) and -------------- identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation aggregate amount of the Receivables arising and the aggregate amount of Principal Receivables in such included Accounts as of such fifth Business Day. (d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), FCNB (i) shall indicate or cause to be indicated in -------------- its books and records and in the Additional computer files of the Receivables that the Receivables created in connection with such included Accounts have been made sold to Buyer in contemplation accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Transfer and Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all such included Accounts identified in the occurrence thereof; and v) the Account Owner respective Supplemental Conveyance, or, if Buyer shall have so direct, such computer file or microfiche list shall be delivered to the Corporation an Officer's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, Owner Trustee pursuant to the extent applicable, the items set forth in clauses (ii) through (iv) above; Transfer and (c) stating that the Account Owner reasonably believes that the addition to the Trust of the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occurServicing Agreement.

Addition of Additional Accounts. (a) If, from time to time, All accounts which meet the Corporation becomes obligated to designate definition of Automatic Additional Accounts (shall be included as Accounts from and after the date upon which such term is defined Automatic Additional Accounts are created and all Receivables in such Automatic Additional Accounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to TRC upon purchase by TCC. For all purposes of this Agreement, all receivables of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions in the Pooling and Servicing Agreement) pursuant Agreement of "Eligible Receivable" and "Eligible Account." TCC may elect at any time to subsection 2.09(a) terminate the inclusion in Accounts of the Pooling and Servicing Agreement, then the Corporation may, at its option, give the Account Owner written notice thereof on or before the tenth new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the "Automatic Addition Notice Termination Date") or suspend such inclusion as of any Business Day (an "Automatic Addition Suspension Date") until a future Business Day to be notified in writing by TCC to TRC (the "Restart Date"), by delivering to TRC ten days prior written notice of such election at least 10 days prior to the such Automatic Addition Termination Date therefor, and upon receipt of such notice the Account Owner shall on or before the Automatic Addition Suspension Date. Promptly after an Automatic Addition Termination Date, designate sufficient Eligible Accounts an Automatic Addition Suspension Date or a Restart Date, TCC and TRC agree to be included as Additional Accounts so that execute and TCC agrees to record and file at its own expense an amendment to the financing statements referred to in Section 2.1(b) hereof to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement. Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall determine and notify the Corporation of the Automatic Addition Cut-Off Termination Date with respect to such Additional Accountsor an Automatic Addition Suspension Date. (b) On the Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement), subject to the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of the Receivables arising in the Additional Accounts have been made in contemplation of the occurrence thereof; and v) the Account Owner shall have delivered to the Corporation an Officer's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicable, the items set forth in clauses (ii) through (iv) above; and (c) stating that the Account Owner reasonably believes that the addition to the Trust of the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occur.

Addition of Additional Accounts. (a) If, If from time to time, the Corporation ------------------------------- Buyer becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSection ------- 2.6(a) of the Pooling and Servicing AgreementAgreement (or any other provision thereof calling for ------ compliance with the procedures set forth in such Section 2.6(a)), then the Corporation may, at its option, Buyer -------------- shall give the Account Owner Sellers written notice thereof on or before the tenth Business Day (the "Addition Notice Date") Date prior to the Addition Date therefor, therefor and upon receipt of such notice the Account Owner Sellers shall on or before the Addition Date, Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation Buyer will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing AgreementSection 2.6(a). Additionally, subject to subsection 2.02(bthe limitations, -------------- if any, on Buyer's ability to add Additional Accounts under Section 2.6(b) hereofof -------------- the Servicing Agreement, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation Buyer and the Account OwnerSellers. In either event, the Account Owner Sellers shall have sole responsibility for selecting the Additional Accounts and shall determine on or prior to the Addition Date therefore execute and notify deliver a Supplemental Conveyance identifying the Corporation Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Cut-Off Date with respect to such Additional AccountsDate, which Supplemental Conveyance shall be effective upon receipt by Buyer. (b) On the or before each Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts added pursuant to Section 2.2(a), FCNB (as of the Addition Cut-Off Datei) (and such Additional Accounts shall be deemed indicate or cause to be Accounts for purposes of this Agreement), subject to -------------- indicated in its books and records and in the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership computer files of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of that the Receivables arising created in the connection with such Additional Accounts have been made sold to Buyer in contemplation accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Servicing Agreement, and (ii) shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the occurrence thereof; and v) the Account Owner respective Supplemental Conveyance or, if Buyer shall have so direct, such computer file or microfiche list shall be delivered to the Corporation Trustee pursuant to the Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted. (c) At any time that Receivables in an Officer's CertificateEligible Account are required to be transferred to the Issuer pursuant to Section 2.6(e) of the Servicing Agreement, dated -------------- such Eligible Account shall, until notice from FCNB or Buyer to the Addition Dateother parties hereto to the contrary, (a) stating that, automatically be designated to be included as an Account effective as of the applicable Addition Cut-Off Datedate specified in Section 2.6(e) of the Servicing -------------- Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and assignment of such included Accounts under this Section 2.2(c) and -------------- identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the Additional aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts are all Eligible as of such fifth Business Day. (d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), FCNB (bi) confirming, shall indicate or cause to be indicated in -------------- its books and records and in the computer files of the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the extent applicable, Issuer pursuant to the items set forth in clauses Servicing Agreement and (ii) through (iv) above; shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and (c) stating that complete list of all such included Accounts identified in the Account Owner reasonably believes that the addition respective Supplemental Conveyance, or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trust of Trustee pursuant to the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occurServicing Agreement.

Addition of Additional Accounts. (a) If, If from time to time, the Corporation Buyer becomes obligated to require Seller to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSection 2.6(a) of the Pooling and Servicing Agreement, then the Corporation may, at its option, Buyer shall give the Account Owner Seller written notice thereof on or before the tenth fifth Business Day (the "Addition Notice Date") prior to the Addition Date therefor, therefor and upon receipt of such notice the Account Owner Seller shall on or before the Addition Date, Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation Buyer will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing AgreementSection 2.6(a). Additionally, subject to subsection 2.02(bthe limitations, if any, on Buyer's ability to add Additional Accounts under Section 2.6(b) hereofof the Servicing Agreement, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation Buyer and the Account OwnerSeller. In either event, the Account Owner Seller shall have sole responsibility for selecting the Additional Accounts and shall determine on or prior to the Addition Date therefor execute and notify deliver a Supplemental Conveyance identifying the Corporation Additional Accounts by account number and Receivables balance as of the Addition Cut-Off Date with respect to such Additional AccountsDate, which Supplemental Conveyance shall be effective upon receipt by Buyer. (b) At any time that Receivables in substantially all Eligible Ac counts of any Cycle have been transferred to the Trust, then, in accordance with Section 2.6(c) of the Servicing Agreement, on each day that an Eligible Account is added to such Cycle, such Eligible Account shall, until notice from either party hereto to the other to the contrary, automatically be designated to be included as an Additional Account effective as of such date of inclusion in such Cycle. Seller shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance identifying all such Additional Accounts so designated during the preceding Monthly Period, identifying such Additional Accounts by account number and the aggregate amount of the Receivables in such Additional Accounts as of such fifth Business Day of the month. (c) On the or before each Addition Date with respect to any designation Additional Accounts added pursuant to Section 2.2(a) and on or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Additional AccountsAccounts were added pursuant to Section 2.2(b), the Corporation Seller (i) shall purchase the Account Owner's right, title and interest in, to and under indicate in its computer files that the Receivables created in Additional Accounts (as of the Addition Cut-Off Date) (and connection with such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement), subject to the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of the Receivables arising in the Additional Accounts have been made sold by Seller to Buyer in contemplation accordance with this Agreement and transferred by Buyer to the Trust pursuant to the Servicing Agreement, and (ii) shall deliver to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the occurrence thereof; and v) the Account Owner respective Supplemental Conveyance, or, if Buyer shall have so direct, such computer file or microfiche list shall be delivered to the Corporation an Officer's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, Trustee pursuant to the extent applicable, Servicing Agreement. Seller's failure to deliver the items set forth in clauses (ii) through (iv) above; and (c) stating that the Account Owner reasonably believes that the addition list prior to the Trust of the Receivables arising in the Additional Accounts will termination shall not based on the facts known be deemed to render such officer at the time of such addition, then transfer executory or thereafter cause an Adverse Effect to occuruncompleted.

Addition of Additional Accounts. (a) If, If from time to time, the Corporation ------------------------------- Buyer becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSection ------- 2.6(a) of the Pooling Transfer and Servicing AgreementAgreement (or any other provision thereof ------ calling for compliance with the procedures set forth in such Section 2.6(a)), --------------- then the Corporation may, at its option, Buyer shall give the Account Owner RPA Sellers written notice thereof on or before the tenth Business Day (the "Addition Notice Date") Date prior to the Addition Date therefor, therefor and upon receipt of such notice the Account Owner RPA Sellers shall on or before the Addition Date, Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation Buyer will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing AgreementSection 2.6(a). Additionally, subject -------------- to subsection 2.02(bthe limitations, if any, on Buyer's ability to add Additional Accounts under Section 2.6(b) hereofof the Transfer and Servicing Agreement, from time to time -------------- Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation Buyer and the Account OwnerRPA Sellers. In either event, the Account Owner RPA Sellers shall have sole responsibility for selecting the Additional Accounts and shall determine on or prior to the Addition Date therefore execute and notify deliver a Supplemental Conveyance identifying the Corporation Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Cut-Off Date with respect to such Additional AccountsDate, which Supplemental Conveyance shall be effective upon receipt by Buyer. (b) On the or before each Addition Date with respect to any designation Additional Accounts added pursuant to Section 2.2(a), FCNB (i) shall indicate or cause to be -------------- indicated in its books and records and in the computer files of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables that the Receivables created in Additional Accounts (as of the Addition Cut-Off Date) (and connection with such Additional Accounts shall be deemed have been sold to be Accounts for purposes of Buyer in accordance with this Agreement), subject Agreement and transferred by Buyer to the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered Issuer pursuant to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling Transfer and Servicing Agreement, the Account Owner and (ii) shall have deposited deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the Collection respective Supplemental Conveyance or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Owner Trustee pursuant to the Transfer and Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted. (c) At any time that Receivables in an Eligible Account all Collections with respect are required to be transferred to the Issuer pursuant to Section 2.6(e) of the Transfer and -------------- Servicing Agreement, such Additional Accounts since Eligible Account shall, until notice from FCNB or Buyer to the Addition Cut-Off Date; iv) other parties hereto to the contrary, automatically be designated to be included as an Account effective as of each the date specified in Section 2.6(e) of the Addition Cut-Off Date Transfer and Servicing -------------- Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and assignment of such included Accounts under this Section 2.2(c) and -------------- identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation aggregate amount of the Receivables arising and the aggregate amount of Principal Receivables in such included Accounts as of such fifth Business Day. (d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), FCNB (i) shall indicate or cause to be indicated in -------------- its books and records and in the Additional computer files of the Receivables that the Receivables created in connection with such included Accounts have been made sold to Buyer in contemplation accordance with this Agreement and transferred by Buyer to the Issuer pursuant to the Transfer and Servicing Agreement and (ii) shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all such included Accounts identified in the occurrence thereof; and v) the Account Owner respective Supplemental Conveyance, or, if Buyer shall have so direct, such computer file or microfiche list shall be delivered to the Corporation an Officer's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, Owner Trustee pursuant to the extent applicable, the items set forth in clauses (ii) through (iv) above; Transfer and (c) stating that the Account Owner reasonably believes that the addition to the Trust of the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occurServicing Agreement.

Addition of Additional Accounts. (a) If, If from time to ------------------------------- time, the Corporation Buyer becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(aSection 2.6(a) of the Pooling and Servicing Agreement, Agreement (or any other provision thereof --------------- calling for compliance with the procedures set forth in such Section ------- 2.6 (a) then the Corporation may, at its option, Buyer shall give the Account Owner RPA Seller written notice thereof on or ------- before the tenth Business Day (the "Addition Notice Date") Date prior to the Addition Date therefor, therefor and upon receipt of such notice the Account Owner RPA Seller shall on or before the Addition Date, Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation Buyer will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing AgreementSection 2.6(a). Additionally, subject to subsection 2.02(bthe ------------- limitations, if any, on Buyer's ability to add Additional Accounts under Section 2.6(b) hereofof the Servicing Agreement, from time to time Eligible ------------- Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation Buyer and the Account OwnerRPA Seller. In either event, the Account Owner RPA Seller shall have sole responsibility for selecting the Additional Accounts and shall determine on or prior to the Addition Date therefore execute and notify deliver a Supplemental Conveyance identifying the Corporation Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Cut-Off Date with respect to such Additional AccountsDate, which Supplemental Conveyance shall be effective upon receipt by Buyer. (b) On the or before each Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts added pursuant to Section 2.2(a), RPA Seller (as of the Addition Cut-Off Datei) (and such Additional Accounts shall be deemed indicate or ------------- cause to be Accounts for purposes of this Agreement), subject to indicated in its books and records and in the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership computer files of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of that the Receivables arising created in the connection with such Additional Accounts have been made sold to Buyer in contemplation accordance with this Agreement and transferred by Buyer to the Receivables Trust pursuant to the Servicing Agreement, (ii) shall deliver to Buyer, the Receivables Trustee and each Rating Agency an opinion of counsel as to the occurrence thereof; and vmatters specified in Exhibit E, and which shall be reasonably acceptable to the Rating Agencies, --------- and (iii) shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the Account Owner respective Supplemental Conveyance or, if Buyer shall have so direct, such computer file or microfiche list shall be delivered to the Corporation Receivables Trustee pursuant to the Servicing Agreement. RPA Seller's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted. (c) At any time that Receivables in an Officer's CertificateEligible Account are required to be transferred to the Receivables Trust pursuant to Section 2.6(e) of -------------- the Servicing Agreement, dated such Eligible Account shall, until notice from RPA Seller or Buyer to the Addition Dateother party hereto to the contrary, automatically be designated to be included as an Account (aand the Transferred Assets arising therein are hereby conveyed) stating that, effective as of the applicable Addition Cut-Off Datedate specified in Section ------- 2.6(e) of the Servicing Agreement. ------ (d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to Section 2.2(c), RPA Seller (i) shall indicate or cause to be -------------- indicated in its books and records and in the Additional computer files of the Receivables that the Receivables created in connection with such included Accounts are all Eligible Accounts (b) confirming, have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the extent applicable, Receivables Trust pursuant to the items set forth in clauses Servicing Agreement and (ii) through (iv) above; shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and (c) stating that complete list of all such included Accounts identified by account number and by the Account Owner reasonably believes that Receivables balance and Principal Receivables balance as of the addition end of such calendar month, or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trust of Receivables Trustee pursuant to the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occurServicing Agreement.

Addition of Additional Accounts. (a) If, from time to time, All accounts which meet the Corporation becomes obligated to designate definition of Automatic Additional Accounts (shall be included as Accounts from and after the date upon which such term is defined Automatic Additional Accounts are created and all Receivables in such Automatic Additional Accounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to TCC upon creation by RNB. For all purposes of this Agreement, all receivables of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions in the Pooling and Servicing Agreement) pursuant Agreement of "Eligible Receivable" and "Eligible Account." RNB may elect at any time to subsection 2.09(a) terminate the inclusion in Accounts of the Pooling and Servicing Agreement, then the Corporation may, at its option, give the Account Owner written notice thereof on or before the tenth new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the "Automatic Addition Notice Termination Date") or suspend such inclusion as of any Business Day (an "Automatic Addition Suspension Date") until a future Business Day to be notified in writing by RNB to TCC (the "Restart Date"), by delivering to TCC ten days prior written notice of such election at least 10 days prior to the such Automatic Addition Termination Date therefor, and upon receipt of such notice the Account Owner shall on or before the Automatic Addition Suspension Date. Promptly after an Automatic Addition Termination Date, designate sufficient Eligible Accounts an Automatic Addition Suspension Date or a Restart Date, RNB and TCC agree to be included as Additional Accounts so that execute and TCC agrees to record and file at its own expense an amendment to the financing statements referred to in Section 2.1(b) hereof to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the inclusion thereof the Corporation will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement. Additionally, subject to subsection 2.02(b) hereof, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation and the Account Owner. In either event, the Account Owner shall have sole responsibility for selecting the Additional Accounts and shall determine and notify the Corporation of the Automatic Addition Cut-Off Termination Date with respect to such Additional Accountsor any Automatic Addition Suspension Date. (b) On the Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts (as of the Addition Cut-Off Date) (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement), subject to the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of the Receivables arising in the Additional Accounts have been made in contemplation of the occurrence thereof; and v) the Account Owner shall have delivered to the Corporation an Officer's Certificate, dated the Addition Date, (a) stating that, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts (b) confirming, to the extent applicable, the items set forth in clauses (ii) through (iv) above; and (c) stating that the Account Owner reasonably believes that the addition to the Trust of the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occur.

Addition of Additional Accounts. (a) If, If from time to ------------------------------- time, the Corporation Buyer becomes obligated to designate Additional Accounts (as such term is defined in the Pooling and Servicing Agreement) pursuant to subsection 2.09(a2.6(a) of the Pooling and Servicing AgreementAgreement (or any other provision thereof calling for compliance with the procedures set forth in such subsection 2.6(a)), then the Corporation may, at its option, Buyer shall give the Account Owner Sellers written notice thereof on or before the tenth fifth Business Day (the "Addition Notice Date") prior to the Addition Date therefor, therefor and upon receipt of such notice the Account Owner Sellers shall on or before the Addition Date, Date designate sufficient Eligible Accounts to be included as Additional Accounts so that after the inclusion thereof the Corporation Buyer will be in compliance with the requirements of said subsection 2.09(a) of the Pooling and Servicing Agreement2.6(a). Additionally, subject to the limitations, if any, on Buyer's ability to add Additional Accounts under subsection 2.02(b2.6(b) hereofof the Servicing Agreement, from time to time Eligible Accounts may be designated to be included as Additional Accounts, upon the mutual agreement of the Corporation Buyer and the Account OwnerSellers. In either event, the Account Owner Sellers shall have sole responsibility for selecting the Additional Accounts and shall determine on or prior to the Addition Date therefor execute and notify deliver a Supplemental Conveyance identifying the Corporation Additional Accounts by account number and Receivables balance and Principal Receivables balance as of the Addition Cut-Off Date with respect to such Additional AccountsDate, which Supplemental Conveyance shall be effective upon receipt by Buyer. (b) On the or before each Addition Date with respect to any designation of Additional Accounts, the Corporation shall purchase the Account Owner's right, title and interest in, to and under the Receivables in Additional Accounts added pursuant to subsection 2.2(a) FCNB (as of the Addition Cut-Off Datei) (and such Additional Accounts shall be deemed indicate or cause to be Accounts for purposes of this Agreement), subject to indicated in its books and records and in the satisfaction of the following conditions: i) all Additional Accounts shall be Eligible Accounts; ii) the Account Owner shall have delivered to the Corporation copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Corporation's ownership computer files of the Receivables arising therein; iii) to the extent required of the Corporation by Section 4.03 of the Pooling and Servicing Agreement, the Account Owner shall have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Addition Cut-Off Date; iv) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner shall have occurred nor shall the transfer to the Corporation of that the Receivables arising created in the connection with such Additional Accounts have been made sold to Buyer in contemplation accordance with this Agreement and transferred by Buyer to the Trust pursuant to the Servicing Agreement, and (ii) shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and complete list of all Additional Accounts designated in the occurrence thereof; and v) the Account Owner respective Supplemental Conveyance or, if Buyer shall have so direct such computer file or microfiche list shall be delivered to the Corporation Trustee pursuant to the Servicing Agreement. FCNB's failure to deliver or cause to be delivered the list prior to termination shall not be deemed to render such transfer executory or uncompleted. (c) At any time that Receivables in an Officer's CertificateEligible Account are required to be transferred to the Trust pursuant to subsection 2.6(e)of the Servicing Agreement, dated such Eligible Account shall, until notice from FCNB or Buyer to the Addition Dateother parties hereto to the contrary, (a) stating that, automatically be designated to be included as an Account effective as of the applicable Addition Cut-Off Datedate specified in subsection 2.6(e) of the Servicing Agreement. FCNB shall on or before five Business Days after the first day of each calendar month next succeeding the Monthly Period of such conveyance execute a Supplemental Conveyance solely for the purposes of confirming the transfer and assignment of such included Accounts under this subsection 2.2(c) and identifying all such included Accounts so designated during the preceding Monthly Period, by account number and the Additional aggregate amount of the Receivables and the aggregate amount of Principal Receivables in such included Accounts are all Eligible as of such fifth Business Day. (d) On or before five Business Days after the first day of the Monthly Period next succeeding the calendar month in which Accounts were included pursuant to subsection 2.2(c), FCNB (bi) confirming, shall indicate or cause to be indicated in its books and records and in the computer files of the Receivables that the Receivables created in connection with such included Accounts have been sold to Buyer in accordance with this Agreement and transferred by Buyer to the extent applicable, Trust pursuant to the items set forth in clauses Servicing Agreement and (ii) through (iv) above; shall deliver or cause to be delivered to Buyer a computer file or microfiche list containing a true and (c) stating that complete list of all such included Accounts identified in the Account Owner reasonably believes that the addition respective Supplemental Conveyance, or, if Buyer shall so direct, such computer file or microfiche list shall be delivered to the Trust of Trustee pursuant to the Receivables arising in the Additional Accounts will not based on the facts known to such officer at the time of such addition, then or thereafter cause an Adverse Effect to occurServicing Agreement.