Common use of Additional Originators Clause in Contracts

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) such proposed additional Originator shall have executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the CompanyBuyer, the Administrator Administrative Agent (as assignee of the Buyer) and each Purchaser Agent (each acting as assignee of the Buyer) (which consents may be granted or withheld in its their sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied or waived in writing by the Administrative Agent and each Purchaser on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent (as assignee of the Buyer) and each Purchaser (as assignee of the Buyer) at least thirty days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent (as assignee of the Buyer) or any Purchaser (as assignee of the Buyer) may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the CompanyBuyer, the Administrator Administrative Agent (as assignee of the Buyer) and each Purchaser Agent (as assignee of the Buyer) an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the CompanyBuyer, each Purchaser the Administrative Agent and the Administrator (as the CompanyBuyer’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the CompanyBuyer’s assignee): (i) A certified copy, dated as each of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate documents with respect to such Originator issued by described in Section 4.1, in each case in form and substance satisfactory to the Secretary of State Buyer, the Administrative Agent (or a comparable officialas the Buyer’s assignee) of and each Purchaser (as the jurisdiction of such OriginatorBuyer’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Dateassignee); (iiid) A certificate of an appropriate officer, director no Purchase and Sale Termination Event or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase Event shall have occurred and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Companybe continuing; and (ixe) Evidence (i) no Event of the execution Default or Unmatured Event of Default shall have occurred and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originatorcontinuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion)Buyer; provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied or waived in writing by the Administrative Agent and each Purchaser on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Purchaser at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Purchaser may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the CompanyBuyer, the Administrator Administrative Agent and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the CompanyBuyer, each Purchaser the Administrative Agent and the Administrator (as the CompanyBuyer’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, Purchaser each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate documents with respect to such Originator issued by described in Section 4.1, in each case in form and substance satisfactory to the Secretary of State Buyer, the Administrative Agent (or a comparable officialas the Buyer’s assignee) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Dateand each Purchaser; (iiid) A certificate of an appropriate officer, director no Purchase and Sale Termination Event or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase Event shall have occurred and Sale Termination Eventsbe continuing; (ive) A certified copy, dated as no Event of the applicable Closing Date, Default or Unmatured Event of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such OriginatorDefault shall have occurred and be continuing; (vf) Proper financing statements, suitable for filing such proposed additional Originator is organized under the UCC laws of all jurisdictions necessary in order to (i) perfect the interests a State of the Company contemplated by this Agreement and United States of America; and (iig) assign, the Administrative Agent shall have received the results of record, such interests to the Administrator (for the benefit an audit or field examination of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near Receivables and the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning servicing and origination practices of the UCCproposed new Originators from a third-party consultant selected by the Administrative Agent (in consultation with the Servicer) that name not less than thirty (30) days’ prior to such Originator as debtorproposed addition and the scope, together with copies presentation of findings and results of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope audit or field exam shall be reasonably satisfactory to the CompanyAdministrative Agent (it being understood and agreed, each Purchaser Agent that the identity of the third-party consultant, scope of such audit and the Administrator (as the Company’s assignee) and generally presentation of findings relating to such audit will be consistent with those delivered on the Closing Date; (viii) A Company Note in favor of audits and field examination conducted prior to such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator date pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator6.1(e)(ii) hereof).

Additional Originators. Additional Persons Huntsman International may be added admit as Originators hereunder, with the prior written consent an ---------------------- Originator under this Agreement any member of the CompanyHuntsman Group, provided such member is formed or organized in a State of the Administrator and each Purchaser Agent United States of America (each acting in its sole discretion); provided that no Person may such party or parties shall be added referred to as an "Additional Originator") and such --------------------- member is a wholly-owned Subsidiary (directly or indirectly) of Huntsman International. The admission of such Additional Originator hereunder unless shall be subject to the following conditions are satisfied on or before the date of such additionconditions: (a) such proposed additional Originator the Company shall have executed receive the documents and delivered information specified in Section 3.01 (other than the documents and information referred to ------------ in clauses (e)(ii), (f) and (k)) in respect of the Additional Originator, each in form and substance satisfactory to the Company, Company where reference to the Administrator and each Purchaser Agent "Effective Date" shall be the date of admission as an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”)Additional Originator; (b) the Purchase Additional Contributor shall execute and Sale Termination Date deliver to the Company a duly completed agreement as set out in Schedule 7 (the "Admission of ---------- ------------ Additional Originator"); --------------------- (c) the consent of the Funding Agents shall not have occurredbeen obtained; (d) the Rating Agency Condition shall have been satisfied; (e) receipt by the Trustee and the Funding Agent and any agent for the Certificateholders of a certificate from the Master Servicer certifying that after giving effect to the addition of such Additional Originator, the Aggregate Allocated Receivables Amount shall equal the Aggregate Target Receivables Amount on the date of such admission; and (cf) such proposed additional Originator the Trustee shall have delivered established on or more Collection Accounts and executed a Collection Account Agreement with respect to the Company, each Purchaser Agent Collections received on the Receivables to be sold by such Additional Originator and contributed by the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory Company to the CompanyTrust; provided, each Purchaser Agent and that satisfaction of the Administrator (Rating Agency Condition shall not be a condition precedent to admission as the Company’s assignee):an Additional Originator if: (i) A certified copy, dated Huntsman International provides the Trustee with an Officer's certificate certifying that such Additional Originator is in the same line of business as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party;existing Originators; and (ii) A good standing (or comparable) certificate with respect immediately prior to giving effect to such Originator issued by addition, the Secretary of State ratio (or expressed as a comparable officialpercentage) of (I) the jurisdiction aggregate Principal Amount of what would constitute all Eligible Receivables of such Originator’s organization or formation, dated as of a date prior to, but reasonably near requesting Additional Originator at the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as end of the immediately preceding Business Day if it were an Additional Originator plus the aggregate Principal Amount of Eligible Receivables of all Additional Originators admitted during the then current calendar year, minus the amount that would constitute the Overconcentration Amount applicable Closing Date, certifying as to all such Receivables on such date if such requesting Additional Originator were an Additional Originator to (iII) the names and true signatures of its officers who are authorized Aggregate Receivables Amount on such date (before giving effect to sign the Transaction Documentssuch addition), (ii) the truth and correctness in all material respects is less than 10%. Upon satisfaction of the representations and warranties in above conditions, the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Additional Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended a party to reflect this Agreement, and for all purposes of the addition Transaction Documents shall be deemed to be a "U.S. Originator" and "Originator". The Additional Originator shall be under the same obligations towards each of such the other parties to this Agreement as if it had been an original party hereto as an "Originator.". ----------

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) such proposed additional Originator shall have executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ixviii) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator.

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretionsuch consent not to be unreasonably withheld or delayed); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (ai) the Servicer shall have given the Company, the Administrator and each Purchaser at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Company, the Administrator or any Purchaser may reasonably request; (ii) such proposed additional Originator shall have executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (ciii) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent Company and the Administrator (as the Company’s assignee) on or before each of the Closing Date for documents with respect to such OriginatorOriginator described in Section 4.1, the following, in each (unless otherwise indicated) dated the Closing Date for such Originator, and each case in form and substance reasonably satisfactory to the Company, each Purchaser Agent Company and the Administrator (as the Company’s assignee):); (iv) VWR shall have delivered a performance guaranty in favor of the Administrator regarding the performance of such additional Originator, in form and substance substantially in the form executed by VWR on the Closing Date; and (v) no Purchase and Sale Termination Date shall have occurred and be continuing. (b) Notwithstanding any other provision herein to the contrary (including, without limitation, Section 4.3(a)), the Company may designate any additional Person as an Originator hereunder as a “Restricted Originator”; provided that the following conditions are satisfied on or before the date of such addition: (i) A certified copysuch proposed Restricted Originator shall have executed and delivered to the Company, dated the Administrator and each Purchaser an agreement substantially in the form attached hereto as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is Exhibit C (a party“Joinder Agreement”); (ii) A good standing (or comparable) certificate with respect such proposed Restricted Originator shall have delivered to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) each of the documents with respect to such Originator described in Section 4.1, in each case in form and generally consistent with those substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee); (iii) VWR shall have delivered a performance guaranty in favor of the Administrator regarding the performance of such Restricted Originator, in form and substance substantially in the form executed by VWR on the Closing Date; (viiiiv) A Company Note in favor of such Originator, duly executed by the Companyno Purchase and Sale Termination Date shall have occurred and be continuing; and (ixv) Evidence the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (iq) of the execution and delivery definition of “Eligible Receivables.” The Administrator may, by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied written notice to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time designate any Person is such “Restricted Originator” as an “Originator” as if it had originally been added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator4.3(a).

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the CompanyBuyer, the Administrator Administrative Agent and each Purchaser Agent (each acting which consents may be granted or withheld in its their sole discretion), in which such case, Schedules I, II and III hereto shall be deemed automatically updated in accordance with the related Joinder Agreement (as defined below) to reflect the addition of such Originator without need for any further action; provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied or waived in writing by the Administrative Agent and each Purchaser on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Purchaser at least thirty (30) days’ (or such shorter period of time as may be agreed to in writing by the Buyer and the Administrative Agent in its sole discretion) prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Purchaser may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the CompanyBuyer, the Administrator Administrative Agent and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B A (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the CompanyBuyer, each Purchaser the Administrative Agent and the Administrator (as the CompanyBuyer’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each Purchaser each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the CompanyBuyer, each Purchaser the Administrative Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the CompanyBuyer’s assignee) and generally consistent with those delivered on the Closing Dateeach Purchaser; (viiid) A Company Note in favor if any Collections on Receivables originated by such proposed additional Originator will be remitted to any bank account or lock-box other than those listed on Schedule II to the Receivables Purchase Agreement, the Administrative Agent has received notice of such Originator, duly bank account or lock-box and an executed by and acknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance reasonably acceptable to the CompanyAdministrative Agent from the applicable Collection Account Bank; (e) no Purchase and Contribution Termination Event (as defined below) or Unmatured Purchase and Contribution Termination Event (as defined below) shall have occurred and be continuing; and (ixf) Evidence (i) no Event of the execution Default or Unmatured Event of Default shall have occurred and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originatorcontinuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) such proposed additional Originator shall have executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) and such proposed additional Originator shall have delivered to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator.

Additional Originators. Additional Persons Huntsman International may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion); provided that no Person may be added admit as an Originator hereunder unless under this Agreement any member of the Huntsman Group, provided such member is formed or organized in a State of the United States of America (such party or parties shall be referred to as an "Additional Originator") and such member is a wholly-owned Subsidiary (directly or indirectly) of Huntsman International. The admission of such Additional Originator shall be subject to the following conditions are satisfied on or before the date of such additionconditions: (a) such proposed additional Originator the Company shall have executed receive the documents and delivered information specified in Section 3.01 in respect of the Additional Originator, each in form and substance satisfactory to the Company, Company where reference to the Administrator and each Purchaser Agent "Effective Date" shall be the date of admission as an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”)Additional Originator; (b) the Purchase Additional Contributor shall execute and Sale Termination Date deliver to the Company a duly completed agreement as set out in Schedule 7 (the "Admission of Additional Originator"); (c) the consent of the Funding Agents shall not have occurredbeen obtained; (d) the Rating Agency Condition shall have been satisfied; (e) receipt by the Trustee and the Funding Agent and any agent for the Certificateholders of a certificate from the Master Servicer certifying that after giving effect to the addition of such Additional Originator, the Aggregate Allocated Receivables Amount shall equal the Aggregate Target Receivables Amount on the date of such admission; and (cf) such proposed additional Originator the Trustee shall have delivered established on or more Collection Accounts and executed a Collection Account Agreement with respect to the Company, each Purchaser Agent Collections received on the Receivables to be sold by such Additional Originator and contributed by the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory Company to the CompanyTrust; provided, each Purchaser Agent and that satisfaction of the Administrator (Rating Agency Condition shall not be a condition precedent to admission as the Company’s assignee):an Additional Originator if: (i) A certified copy, dated Huntsman International provides the Trustee with an Officer's certificate certifying that such Additional Originator is in the same line of business as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party;existing Originators; and (ii) A good standing (or comparable) certificate with respect immediately prior to giving effect to such Originator issued by addition, the Secretary of State ratio (or expressed as a comparable officialpercentage) of (I) the jurisdiction aggregate Principal Amount of what would constitute all Eligible Receivables of such Originator’s organization or formation, dated as of a date prior to, but reasonably near requesting Additional Originator at the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as end of the immediately preceding Business Day if it were an Additional Originator plus the aggregate Principal Amount of Eligible Receivables of all Additional Originators admitted during the then current calendar year, minus the amount that would constitute the Overconcentration Amount applicable Closing Date, certifying as to all such Receivables on such date if such requesting Additional Originator were an Additional Originator to (iII) the names and true signatures of its officers who are authorized Aggregate Receivables Amount on such date (before giving effect to sign the Transaction Documentssuch addition), (ii) the truth and correctness in all material respects is less than 10%. Upon satisfaction of the representations and warranties in above conditions, the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Additional Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended a party to reflect this Agreement, and for all purposes of the addition Transaction Documents shall be deemed to be a "U.S. Originator" and "Originator". The Additional Originator shall be under the same obligations towards each of such the other parties to this Agreement as if it had been an original party hereto as an "Originator".

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion)Agent; provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) The Servicer shall have given the Company, the Administrator and each Purchaser Agent at least thirty days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator shall have as the Administrator or any Purchaser Agent may reasonably request; (b) such proposed additional Originator has executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have has delivered to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent each Purchaser Agent each of the documents with those delivered on respect to such Originator described in Sections 4.1 and 4.2, in each case in form and substance satisfactory to the Closing DateCompany, the Administrator (as the Company’s assignee) and each Purchaser Agent; (viiid) A unless the receivables intended to be sold by such additional Originator to the Company Note in favor hereunder are Receivables, the related underlying goods of which, are and will continue to be generated by an already existing Originator, the Administrator shall have received, to the extent required by the securitization program of any Conduit Purchaser, a written statement from each applicable Rating Agency confirming that the addition of such Originator, duly executed by Originator will not result in a downgrade or withdrawal of the Companycurrent ratings of the Notes; and (ixe) Evidence (i) of no Purchase and Sale Termination Date shall have occurred and be continuing. In order to induce the execution Company to enter into this Agreement and delivery by to make purchases hereunder, each of the parties thereto of each of the other Transaction Documents Originator hereby represents and warrants with respect to be executed and delivered in connection herewith and (ii) itself that each of representation and warranty concerning it or the conditions precedent to Receivables sold or contributed by it hereunder, that is contained in the executionReceivables Purchase Agreement is true and correct, delivery and effectiveness of such other Transaction Documents has been satisfied to hereby makes the Company’s, each Purchaser Agent’s representations and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to warranties set forth in this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator.Article V.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, Buyer and the Administrator and each Purchaser Administrative Agent (each acting in its sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent on or before the date of such addition: (a) Upon or prior to the addition of any Originator (other than Fortrea) as a party to this Agreement, the Buyer, as borrower, and the Servicer, on behalf of the Originators, as lenders, shall have entered into, and shall remain parties to, a Subordinated Loan Agreement and delivered a fully executed copy thereof to the Administrative Agent and each Purchaser. (b) the Servicer shall have given the Buyer, the Administrative Agent and each Purchaser at least thirty (30) days’ prior written notice (or such shorter period as may be agreed in writing by the Buyer and the Administrative Agent) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Purchaser may reasonably request; (c) such proposed additional Originator shall have executed and delivered to the Company, Buyer and the Administrator and each Purchaser Administrative Agent an agreement substantially in the form attached hereto as Exhibit B A (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (cd) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent Buyer and the Administrator (Administrative Agent each of the documents, certifications, opinions of counsel and lien searches with respect to such Originator, which documents, certifications, opinions of counsel and lien searches were delivered to the Administrative Agent as conditions precedent to effectiveness of the Company’s assignee) Receivables Purchase Agreement on or before the Closing Date for such Originatorwith respect to ▇▇▇▇▇▇▇, the followingin each case, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent Buyer and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a partyAdministrative Agent; (iie) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or addition shall not result in a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing DateChange in Control; (iiif) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names no Sale and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth Contribution Termination Event shall have occurred and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Companybe continuing; and (ixg) Evidence (i) no Event of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of Default or Potential Default shall exist or shall result from such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originatoraddition.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion)Agent; provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) The Servicer shall have given the Company, the Administrator and each Purchaser Agent at least thirty days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator shall have as the Administrator or any Purchaser Agent may reasonably request; (b) such proposed additional Originator has executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (bc) such proposed additional Originator has delivered to the Company and the Administrator (as the Company's assignee) and each Purchaser Agent each of the documents with respect to such Originator described in Section 4.1 and, to the extent requested by the Administrator or any Purchaser Agent, such opinions covering matters similar to the matters covered by the opinions delivered on the Closing Date, in form and substance reasonably satisfactory to the Company, the Administrator (as the Company's assignee) and each Purchaser Agent, from external counsel reasonably satisfactory to the Administrator and each Purchaser Agent (it being understood that external counsel that delivered opinions on the Closing Date shall be satisfactory to the Administrator and each Purchaser Agent for purposes of delivering similar opinions under this clause (c)); (d) unless the receivables intended to be sold by such additional Originator to the Company hereunder are Receivables, the related underlying goods or services of which are and will continue to be generated by an already existing Originator, the Administrator shall have received, to the extent required by the securitization program of any Conduit Purchaser, a written statement from each applicable Rating Agency confirming that the addition of such Originator will not result in a downgrade or withdrawal of the current ratings of the Notes; and (e) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent occurred and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate be continuing with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant Transferors then party to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such OriginatorAgreement.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion)Agent; provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) The Servicer shall have given the Company, the Administrator and each Purchaser Agent at least thirty days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator shall have as the Administrator or any Purchaser Agent may reasonably request; (b) such proposed additional Originator has executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have has delivered to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent each Purchaser Agent each of the documents with those respect to such Originator described in Section 4.1 and, to the extent requested by the Administrator or any Purchaser Agent, such opinions covering matters similar to the matters covered by the opinions delivered on the Closing Date, in form and substance reasonably satisfactory to the Company, the Administrator (as the Company’s assignee) and each Purchaser Agent, from external counsel reasonably satisfactory to the Administrator and each Purchaser Agent (it being understood that external counsel that delivered opinions on the Closing Date shall be satisfactory to the Administrator and each Purchaser Agent for purposes of delivering similar opinions under this clause (c)); (viiid) A unless the receivables intended to be sold by such additional Originator to the Company Note in favor hereunder are Receivables, the related underlying goods or services of which are and will continue to be generated by an already existing Originator, the Administrator shall have received, to the extent required by the securitization program of any Conduit Purchaser, a written statement from each applicable Rating Agency confirming that the addition of such Originator, duly executed by Originator will not result in a downgrade or withdrawal of the Companycurrent ratings of the Notes; and (ixe) Evidence (i) of the execution Purchase and delivery by each of the parties thereto of each of the other Transaction Documents Sale Termination Date shall not have occurred and be continuing with respect to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant all Transferors then party to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such OriginatorAgreement.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the CompanyBuyer, the Administrator Administrative Agent and each Purchaser Group Agent (each acting which consents may be granted or withheld in its their sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied or waived in writing by the Administrative Agent and each Group Agent on or before the date of such addition: : (a) the Servicer shall have given the Buyer, the Administrative Agent and each Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the CompanyBuyer, the Administrator Administrative Agent and each Purchaser Group Agent an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the CompanyBuyer, each Purchaser the Administrative Agent and the Administrator (as the CompanyBuyer’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, Group Agent each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate documents with respect to such Originator issued by described in Section 4.1, in each case in form and substance satisfactory to the Secretary of State Buyer, the Administrative Agent (or a comparable officialas the Buyer’s assignee) and each Group Agent; (d) such proposed additional Originator is organized under the laws of the jurisdiction United States or any State thereof; (e) the Performance Guarantor shall have delivered a reaffirmation, acknowledgment and consent with respect to the Joinder Agreement of such proposed additional Originator’s organization or formation; (f) no Purchase and Sale Termination Event shall have occurred and be continuing; and (g) no Event of Termination shall have occurred and be continuing. Notwithstanding the foregoing, dated any additional Person may be added as of a date an Originator hereunder, with the prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as consent of the applicable Closing DateBuyer and the Administrative Agent but without the prior consent of any Group Agent, certifying so long as to (i) the names and true signatures such Person will be a Subject Originator after giving effect to its initial sale of its officers who are authorized to sign the Transaction DocumentsReceivables hereunder, (ii) the truth and correctness other conditions set forth in all material respects of this Section 4.2 are satisfied at the representations and warranties in the Transaction Documentstime such Person becomes an Originator hereunder, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated Administrative Agent shall have received a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect pro forma Information Package reflecting the addition of such Originator.Originator or business for the most recently completed Fiscal Month or for such other period as agreed to by the Administrative Agent, and (iv) the aggregate Outstanding Balance of all Receivables of such

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretionsuch consent not to be unreasonably withheld or delayed); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (ai) the Servicer shall have given the Company, the Administrator and each Purchaser at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Company, the Administrator or any Purchaser may reasonably request; (ii) such proposed additional Originator shall have executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (ciii) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent Company and the Administrator (as the Company’s assignee) on or before each of the Closing Date for documents with respect to such OriginatorOriginator described in Section 4.1, the following, in each (unless otherwise indicated) dated the Closing Date for such Originator, and each case in form and substance reasonably satisfactory to the Company, each Purchaser Agent Company and the Administrator (as the Company’s assignee):); (iv) the Performance Guarantor shall have delivered a performance guaranty in favor of the Administrator regarding the performance of such additional Originator, in form and substance substantially in the form executed by the Performance Guarantor on the Closing Date; and (v) no Purchase and Sale Termination Date shall have occurred and be continuing. (b) Notwithstanding any other provision herein to the contrary (including, without limitation, Section 4.3(a)), the Company may designate any additional Person as an Originator hereunder as a “Restricted Originator”; provided that the following conditions are satisfied on or before the date of such addition: (i) A certified copysuch proposed Restricted Originator shall have executed and delivered to the Company, dated the Administrator and each Purchaser an agreement substantially in the form attached hereto as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is Exhibit C (a party“Joinder Agreement”); (ii) A good standing (or comparable) certificate with respect such proposed Restricted Originator shall have delivered to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) each of the documents with respect to such Originator described in Section 4.1, in each case in form and generally consistent with those substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee); (iii) the Performance Guarantor shall have delivered a performance guaranty in favor of the Administrator regarding the performance of such Restricted Originator, in form and substance substantially in the form executed by the Performance Guarantor on the Closing Date; (viiiiv) A Company Note in favor of such Originator, duly executed by the Companyno Purchase and Sale Termination Date shall have occurred and be continuing; and (ixv) Evidence the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (ip) of the execution and delivery definition of “Eligible Receivables.” The Administrator may, by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied written notice to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time designate any Person is such “Restricted Originator” as an “Originator” as if it had originally been added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator4.3(a).

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser Agent (each acting in its sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) such proposed additional Originator shall have executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date;; and (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator.

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, Company and the Administrator and each Purchaser Administrative Agent (each acting which consents may be granted or withheld in its their sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied or waived in writing by the Company and the Administrative Agent on or before the date of such addition: (ai) the Servicer shall have given the Company, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Company, the Administrative Agent or any Lender may reasonably request; (ii) such proposed additional Originator shall have executed and delivered to the Company, the Administrator Administrative Agent, each Lender and each Purchaser Agent the Servicer an agreement substantially in the form attached hereto as Exhibit B C (a “Joinder Agreement”); (biii) the Purchase Performance Guarantor shall have delivered a reaffirmation, acknowledgment and Sale Termination Date shall not have occurred; andconsent with respect to the Joinder Agreement of such proposed additional Originator; (civ) such proposed additional Originator shall have delivered to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is received a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Subordinated Note in favor of such Originator, duly executed by the Company, and delivered to the Company, the Administrative Agent (as the Company’s assignee) and the Lenders each of the documents, certificates, financing statements, opinions of counsel and lien searches with respect to such Originator as were delivered to the Administrative Agent as conditions precedent to the effectiveness of the Credit and Security Agreement on the Closing Date with respect to the initial Originators, in each case, in form and substance reasonably satisfactory to the Company and the Administrative Agent (as the Company’s assignee); (v) no Termination Event shall have occurred and be continuing; and (ixvi) Evidence (i) of the execution no Amortization Event shall have occurred and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originatorcontinuing.

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the CompanyTransferee, the Administrator Borrower, the Administrative Agent and each Purchaser Agent the Required Lenders (each acting which consents may be granted or withheld in its their sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied or waived in writing by the Administrative Agent and the Required Lenders on or before the date of such addition: (ai) the Servicer shall have given the Transferee, the Borrower, the Administrative Agent and each Lender at least ten (10) days’ prior written notice (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Transferee, the Borrower or the Administrative Agent may reasonably request; (ii) such proposed additional Originator shall have executed and delivered to the CompanyTransferee, the Administrator Borrower, the Administrative Agent, each Lender and each Purchaser Agent the Servicer an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”); (biii) the Purchase Performance Guarantor shall have delivered a reaffirmation, acknowledgment and Sale Termination Date shall not have occurred; andconsent with respect to the Joinder Agreement of such proposed additional Originator; (civ) such proposed additional Originator shall have delivered to the CompanyTransferee, each Purchaser Agent and the Administrator Borrower (as the CompanyTransferee’s assignee) on or before and the Closing Date for Administrative Agent (as the Borrower’s assignee) each of the documents with respect to such OriginatorOriginator described in Section 4.1, the following, in each (unless otherwise indicated) dated the Closing Date for such Originator, and each case in form and substance reasonably satisfactory to the CompanyTransferee, each Purchaser Agent and the Administrator Borrower (as the CompanyTransferee’s assignee): ) and the Administrative Agent (i) A certified copy, dated as of the applicable Closing Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such OriginatorBorrower’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Documents, and (iii) the absence of any Unmatured Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originatorassignee); (v) Proper financing statements, suitable for filing under no Termination Event (as defined in the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator (for the benefit of the Purchaser GroupsCredit Agreement);; and (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator Amortization Event shall have occurred and the Purchaser Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Agent and the Administrator (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Company; and (ix) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originatorcontinuing or result therefrom.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator Administrative Agent and each Purchaser Facility Agent (each acting in its sole discretion); provided that no Person may be added as an Originator hereunder unless the following conditions are satisfied on or before the date of such addition: (a) such proposed additional Originator shall have executed and delivered to the Company, the Administrator Administrative Agent and each Purchaser Facility Agent an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”); (b) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the Company, each Purchaser Facility Agent and the Administrator Administrative Agent (as the Company’s assignee) on or before the Closing Effective Date for such Originator, the following, each (unless otherwise indicated) dated the Closing Effective Date for such Originator, and each in form and substance reasonably satisfactory to the Company, each Purchaser Facility Agent and the Administrator Administrative Agent (as the Company’s assignee): (i) A certified copy, dated as of the applicable Closing Effective Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the Transaction Facility Documents to which it is a party; (ii) A good standing (or comparable) certificate with respect to such Originator issued by the Secretary of State (or a comparable official) of the jurisdiction of such Originator’s organization or formation, dated as of a date prior to, but reasonably near the applicable Closing Effective Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Closing Effective Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Transaction Facility Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Transaction Facility Documents, and (iii) the absence of any Unmatured Potential Purchase and Sale Termination Events or Purchase and Sale Termination Events; (iv) A certified copy, dated as of the applicable Closing Effective Date, of the certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document of such Originator; (v) Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order to (i) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such interests to the Administrator Administrative Agent (for the benefit of the Purchaser Lender Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Closing Effective Date, listing all financing statements filed in the jurisdiction in which such Originator is “located” (within the meaning of the UCC) that name such Originator as debtor, together with copies of such financing statements showing no Adverse Claims on any Sold Receivables (other than those with respect to which the Administrator Administrative Agent and the Purchaser Facility Agents are in receipt of satisfactory evidence of the release thereof); (vii) Favorable opinions of counsel to such Originator, in form, substance and scope reasonably satisfactory to the Company, each Purchaser Facility Agent and the Administrator Administrative Agent (as the Company’s assignee) and generally consistent with those delivered on the Closing Date; (viii) A Company Note in favor of such Originator, duly executed by the Companydate hereof; and (ixviii) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Facility Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Facility Documents has been satisfied to the Company’s, each Purchaser Facility Agent’s and the AdministratorAdministrative Agent’s reasonable satisfaction. At the time any Person is added as an additional Originator pursuant to this Section 4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator.