Common use of Additional Originators Clause in Contracts

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser (such consent not to be unreasonably withheld or delayed); provided that the following conditions are satisfied on or before the date of such addition: (i) 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 an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (iii) such proposed additional Originator shall have delivered to the Company 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 substance reasonably satisfactory to the 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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company 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 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; (iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and (v) the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (q) of the definition of “Eligible Receivables.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).

Additional Originators. Huntsman International may admit as an ---------------------- Originator 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: (a) the Company shall receive the documents and 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 Persons may Originator, each in form and substance satisfactory to the Company where reference to the "Effective Date" shall be added the date of admission as Originators hereunder, with an Additional Originator; (b) the prior written Additional Contributor shall execute and deliver to the Company a duly completed agreement as set out in Schedule 7 (the "Admission of ---------- ------------ Additional Originator"); --------------------- (c) the consent of the CompanyFunding Agents shall have been 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 Administrator and each Purchaser (such consent not to be unreasonably withheld or delayed); provided that Aggregate Allocated Receivables Amount shall equal the following conditions are satisfied Aggregate Target Receivables Amount on or before the date of such addition: (i) 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 an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (iii) such proposed additional Originator shall have delivered to the Company 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 substance reasonably satisfactory to the 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 Dateadmission; and (vf) no Purchase and Sale Termination Date the Trustee 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 established on or before the date of such addition: (i) such proposed Restricted Originator shall have more Collection Accounts and executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company and the Administrator (as the Company’s assignee) each of the documents Collection Account Agreement with respect to such Originator described in Section 4.1, in each case in form and 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 Collections received on the Closing Date; (iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and (v) the Receivables to be sold by such proposed Restricted Additional Originator and contributed by the Company to the Trust; provided, that satisfaction of the Rating Agency Condition shall not be a condition precedent to admission as an Additional Originator if: (i) Huntsman International provides the Trustee with an Officer's certificate certifying that such Additional Originator is in the same line of business as the existing Originators; and (ii) immediately prior to giving effect to such addition, the ratio (expressed as a percentage) of (I) the aggregate Principal Amount of what would constitute all Eligible Receivables of such requesting Additional Originator at the 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 to all such Receivables on such date if such requesting Additional Originator were an Additional Originator to (II) the Aggregate Receivables Amount on such date (before giving effect to such addition), is less than 10%. Upon satisfaction of the above conditions, the Additional Originator shall be subject deemed to the limitations set forth in clause (q) be a party to this Agreement, and for all purposes of the definition 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 “Eligible Receivables.” The Administrator may, by written notice the other parties to the Company, designate any such “Restricted Originator” as an “Originator” this Agreement as if it had originally been added an original party hereto as an Originator pursuant to Section 4.3(a)."Originator". ----------

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 the Required Lenders (such consent not to which consents may be unreasonably granted or withheld or delayedin their sole discretion); provided that 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: (i) the Servicer shall have given the CompanyTransferee, the Administrator Borrower, the Administrative Agent and each Purchaser Lender at least thirty ten (3010) 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 CompanyTransferee, the Administrator Borrower or any Purchaser 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 the Servicer an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (iii) the Performance Guarantor shall have delivered a reaffirmation, acknowledgment and consent with respect to the Joinder Agreement of such proposed additional Originator; (iv) such proposed additional Originator shall have delivered to the Company and Transferee, the Administrator Borrower (as the CompanyTransferee’s assignee) and the Administrative Agent (as the Borrower’s assignee) 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 Company and Transferee, the Administrator Borrower (as the CompanyTransferee’s assignee) and the Administrative Agent (as the Borrower’s assignee); (ivv) VWR shall have delivered a performance guaranty in favor of the Administrator regarding the performance of such additional Originator, in form and substance substantially no Termination Event (as defined in the form executed by VWR on the Closing DateCredit Agreement); and (vvi) no Purchase and Sale Termination Date Amortization Event shall have occurred and be continuingcontinuing or result therefrom. (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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company 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 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; (iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and (v) the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (q) of the definition of “Eligible Receivables.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, Buyer and the Administrator and Administrative Agent (each Purchaser (such consent not to be unreasonably withheld or delayedacting in its sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent on or before the date of such addition: (ia) 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 CompanyBuyer, the Administrator 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 CompanyBuyer, the Administrator Administrative Agent or any Purchaser may reasonably request; (iic) 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 C A (a “Joinder Agreement”); (iiid) such proposed additional Originator shall have delivered to the Company Buyer and the Administrator (as the Company’s assignee) Administrative Agent each of the documents documents, certifications, opinions of counsel and lien searches with respect to such Originator described in Section 4.1Originator, which documents, certifications, opinions of counsel and lien searches were delivered to the Administrative Agent as conditions precedent to effectiveness of the Receivables Purchase Agreement on the Closing Date with respect to ▇▇▇▇▇▇▇, in each case in form and substance reasonably satisfactory to the 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 Originatorcase, 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 satisfactory to the contrary (including, without limitation, Section 4.3(a)), Buyer and 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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”)Administrative Agent; (iie) such proposed Restricted Originator addition shall have delivered to the Company and the Administrator (as the Company’s assignee) each of the documents with respect to such Originator described not result in Section 4.1, a Change in each case in form and substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee)Control; (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; (ivf) no Purchase Sale and Sale Contribution Termination Date Event shall have occurred and be continuing; and (vg) the Receivables to be sold by no Event of Default or Potential Default shall exist or shall result from such proposed Restricted Originator shall be subject to the limitations set forth in clause (q) of the definition of “Eligible Receivablesaddition.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).

Additional Originators. (a) 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 (such consent not to which consents may be unreasonably granted or withheld or delayedin their sole discretion); provided that 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: : (ia) the Servicer shall have given the CompanyBuyer, the Administrator Administrative Agent and each Purchaser 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 CompanyBuyer, the Administrator Administrative Agent or any Purchaser Group Agent may reasonably request; ; (iib) 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 C (a “Joinder Agreement”); ; (iiic) such proposed additional Originator shall have delivered to the Company and Buyer, the Administrator Administrative Agent (as the CompanyBuyer’s assignee) and each Group Agent 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 Company and Buyer, the Administrator Administrative Agent (as the CompanyBuyer’s assignee); ) and each Group Agent; (ivd) VWR such proposed additional Originator is organized under the laws of the United States or any State thereof; (e) the Performance Guarantor shall have delivered a performance guaranty in favor of reaffirmation, acknowledgment and consent with respect to the Administrator regarding the performance Joinder Agreement of such proposed additional Originator, in form and substance substantially in the form executed by VWR on the Closing Date; and (vf) 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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company 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 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; (iv) no Purchase and Sale Termination Date Event shall have occurred and be continuing; and and (vg) no Event of Termination shall have occurred and be continuing. Notwithstanding the Receivables to foregoing, any additional Person may be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (q) of the definition of “Eligible Receivables.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant hereunder, with the prior consent of the Buyer and the Administrative Agent but without the prior consent of any Group Agent, so long as (i) such Person will be a Subject Originator after giving effect to its initial sale of Receivables hereunder, (ii) the other conditions set forth in this Section 4.3(a).4.2 are satisfied at the time such Person becomes an Originator hereunder, (iii) the Administrative Agent shall have received a pro forma Information Package reflecting the addition of such 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 (such consent not to be unreasonably withheld or delayed); provided that the following conditions are satisfied on or before the date of such addition: (i) 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 an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (iii) such proposed additional Originator shall have delivered to the Company 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 substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee); (iv) VWR 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 VWR 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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company 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 substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee); (iii) VWR 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 VWR the Performance Guarantor on the Closing Date; (iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and (v) the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (qp) of the definition of “Eligible Receivables.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).

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 (such consent not to be unreasonably withheld or delayedeach 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: (i) 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; (iia) 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 C B (a “Joinder Agreement”); (iiib) the Purchase and Sale Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the Company Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each of (unless otherwise indicated) dated the documents with respect to Closing Date for such Originator described in Section 4.1Originator, in and each case in form and substance reasonably satisfactory to the Company 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) VWR shall have delivered a performance guaranty in favor A certified copy, dated as of the Administrator regarding applicable Closing Date, of the performance certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document 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 Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order 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) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such proposed Restricted 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 shall have executed 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 delivered 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, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company Agent and the Administrator (as the Company’s assignee) each of the documents and generally consistent with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee); (iii) VWR shall have those 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; (iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and (vviii) the Receivables to be sold A Company Note in favor of such Originator, duly executed by such proposed Restricted Originator shall be subject to the limitations set forth in clause (q) of the definition of “Eligible Receivables.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).; and

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Company, the Administrator and each Purchaser (such consent not to be unreasonably withheld or delayed)Agent; provided that the following conditions are satisfied on or before the date of such addition: (ia) the The Servicer shall have given the Company, the Administrator and each Purchaser Agent at least thirty (30) days’ 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 Agent may reasonably request; (iib) such proposed additional Originator shall have has executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (iiic) such proposed additional Originator shall have has delivered to the Company and the Administrator (as the Company’s 's assignee) and each Purchaser Agent each of the documents with respect to such Originator described in Section 4.14.1 and, in each case 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 and Company, the Administrator (as the Company’s '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)); (ivd) VWR 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 delivered received, to the extent required by the securitization program of any Conduit Purchaser, a performance guaranty written statement from each applicable Rating Agency confirming that the addition of such Originator will not result in favor a downgrade or withdrawal of the Administrator regarding current ratings of the performance of such additional Originator, in form and substance substantially in the form executed by VWR on the Closing DateNotes; and (ve) no the Purchase and Sale Termination Date shall not 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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company and the Administrator (as the Company’s assignee) each of the documents continuing with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory all Transferors then party 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; (iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and (v) the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (q) of the definition of “Eligible Receivablesthis Agreement.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).

Additional Originators. (a) 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 (such consent not to be unreasonably withheld or delayedeach 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: (i) 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; (iia) 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 C B (a “Joinder Agreement”); (iiib) the Purchase Termination Date shall not have occurred; and (c) such proposed additional Originator shall have delivered to the Company Company, each Facility Agent and the Administrator Administrative Agent (as the Company’s assignee) on or before the Effective Date for such Originator, the following, each of (unless otherwise indicated) dated the documents with respect to Effective Date for such Originator described in Section 4.1Originator, in and each case in form and substance reasonably satisfactory to the Company Company, each Facility Agent and the Administrator Administrative Agent (as the Company’s assignee)): (i) A certified copy, dated as of the applicable Effective Date, of the resolutions of the appropriate governing body of such Originator authorizing the execution, delivery and performance by it of the 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 Effective Date; (iii) A certificate of an appropriate officer, director or manager, as applicable, of such Originator dated as of the applicable Effective Date, certifying as to (i) the names and true signatures of its officers who are authorized to sign the Facility Documents, (ii) the truth and correctness in all material respects of the representations and warranties in the Facility Documents, and (iii) the absence of any Potential Purchase Termination Events or Purchase Termination Events; (iv) VWR shall have delivered a performance guaranty in favor A certified copy, dated as of the Administrator regarding applicable Effective Date, of the performance certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document 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 Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order 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) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such proposed Restricted interests to the Administrative Agent (for the benefit of the Lender Groups); (vi) Completed lien search reports, dated a date prior to, but reasonably near the applicable Effective Date, listing all financing statements filed in the jurisdiction in which such Originator shall have executed 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 Administrative Agent and delivered the 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, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company Facility Agent and the Administrator Administrative Agent (as the Company’s assignee) each of the documents and generally consistent with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee); (iii) VWR shall have those 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; (iv) no Purchase and Sale Termination Date shall have occurred and be continuingdate hereof; and (vviii) the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause Evidence (qi) of the definition execution and delivery by each of “Eligible Receivables.” The Administrator maythe parties thereto of each of the other Facility Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, by written notice delivery and effectiveness of such other Facility Documents has been satisfied to the Company’s, designate each Facility Agent’s and the Administrative Agent’s reasonable satisfaction. At the time any such “Restricted Originator” as an “Originator” as if it had originally been Person is added as an additional Originator pursuant to this Section 4.3(a)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 (such consent not to be unreasonably withheld or delayed)Agent; provided that the following conditions are satisfied on or before the date of such addition: (ia) the The Servicer shall have given the Company, the Administrator and each Purchaser Agent at least thirty (30) days’ 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 Agent may reasonably request; (iib) such proposed additional Originator shall have has executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (iiic) such proposed additional Originator shall have 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 4.1Sections 4.1 and 4.2, in each case in form and substance reasonably satisfactory to the Company and Company, the Administrator (as the Company’s assignee)) and each Purchaser Agent; (ivd) VWR unless the receivables intended to be sold by such additional Originator to the Company 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 delivered received, to the extent required by the securitization program of any Conduit Purchaser, a performance guaranty written statement from each applicable Rating Agency confirming that the addition of such Originator will not result in favor a downgrade or withdrawal of the Administrator regarding current ratings of the performance of such additional Originator, in form and substance substantially in the form executed by VWR on the Closing DateNotes; and (ve) no Purchase and Sale Termination Date shall have occurred and be continuing. (b) Notwithstanding any other provision herein . In order to the contrary (including, without limitation, Section 4.3(a)), induce the Company may designate any additional Person as an to enter into this Agreement and to make purchases hereunder, each Originator hereunder as a “Restricted Originator”; provided that the following conditions are satisfied on or before the date of such addition: (i) such proposed Restricted Originator shall have executed hereby represents and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company and the Administrator (as the Company’s assignee) each of the documents warrants with respect to such Originator described in Section 4.1itself that each representation and warranty concerning it or the Receivables sold or contributed by it hereunder, in each case in form and 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 that is contained in the form executed by VWR on Receivables Purchase Agreement is true and correct, and hereby makes the Closing Date; (iv) no Purchase representations and Sale Termination Date shall have occurred and be continuing; and (v) the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations warranties set forth in clause (q) of the definition of “Eligible Receivables.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).this Article V.

Additional Originators. Huntsman International may admit as an Originator 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: (a) the Company shall receive the documents and information specified in Section 3.01 in respect of the Additional Persons may Originator, each in form and substance satisfactory to the Company where reference to the "Effective Date" shall be added the date of admission as Originators hereunder, with an Additional Originator; (b) the prior written Additional Contributor shall execute and deliver to the Company a duly completed agreement as set out in Schedule 7 (the "Admission of Additional Originator"); (c) the consent of the CompanyFunding Agents shall have been 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 Administrator and each Purchaser (such consent not to be unreasonably withheld or delayed); provided that Aggregate Allocated Receivables Amount shall equal the following conditions are satisfied Aggregate Target Receivables Amount on or before the date of such addition: (i) 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 an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (iii) such proposed additional Originator shall have delivered to the Company 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 substance reasonably satisfactory to the 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 Dateadmission; and (vf) no Purchase and Sale Termination Date the Trustee 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 established on or before the date of such addition: (i) such proposed Restricted Originator shall have more Collection Accounts and executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company and the Administrator (as the Company’s assignee) each of the documents Collection Account Agreement with respect to such Originator described in Section 4.1, in each case in form and 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 Collections received on the Closing Date; (iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and (v) the Receivables to be sold by such proposed Restricted Additional Originator and contributed by the Company to the Trust; provided, that satisfaction of the Rating Agency Condition shall not be a condition precedent to admission as an Additional Originator if: (i) Huntsman International provides the Trustee with an Officer's certificate certifying that such Additional Originator is in the same line of business as the existing Originators; and (ii) immediately prior to giving effect to such addition, the ratio (expressed as a percentage) of (I) the aggregate Principal Amount of what would constitute all Eligible Receivables of such requesting Additional Originator at the 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 to all such Receivables on such date if such requesting Additional Originator were an Additional Originator to (II) the Aggregate Receivables Amount on such date (before giving effect to such addition), is less than 10%. Upon satisfaction of the above conditions, the Additional Originator shall be subject deemed to the limitations set forth in clause (q) be a party to this Agreement, and for all purposes of the definition 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 “Eligible Receivables.” The Administrator may, by written notice the other parties to the Company, designate any such “Restricted Originator” as an “Originator” this Agreement as if it had originally been added an original party hereto as an Originator pursuant to Section 4.3(a)"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 (such consent not to be unreasonably withheld or delayed)Agent; provided that the following conditions are satisfied on or before the date of such addition: (ia) the The Servicer shall have given the Company, the Administrator and each Purchaser Agent at least thirty (30) days’ 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 Agent may reasonably request; (iib) such proposed additional Originator shall have has executed and delivered to the Company, the Administrator and each Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (iiic) such proposed additional Originator shall have 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 4.14.1 and, in each case 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 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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company and the Administrator (as the Company’s assignee) and each of the documents with respect to such Originator described in Section 4.1Purchaser Agent, in each case in form and substance from external counsel reasonably satisfactory to the Company 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 (as the Company’s assigneec)); (iiid) VWR 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 delivered received, to the extent required by the securitization program of any Conduit Purchaser, a performance guaranty written statement from each applicable Rating Agency confirming that the addition of such Originator will not result in favor a downgrade or withdrawal of the Administrator regarding current ratings of the performance of such Restricted Originator, in form and substance substantially in the form executed by VWR on the Closing Date;Notes; and (ive) no the Purchase and Sale Termination Date shall not have occurred and be continuing; and (v) the Receivables continuing with respect to be sold by such proposed Restricted Originator shall be subject all Transferors then party to the limitations set forth in clause (q) of the definition of “Eligible Receivablesthis Agreement.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the CompanyBuyer, the Administrator Administrative Agent and each Purchaser (which consents may be granted or withheld in their sole discretion), in which such consent not case, Schedules I, II and III hereto shall be deemed automatically updated in accordance with the related Joinder Agreement (as defined below) to be unreasonably withheld or delayed)reflect the addition of such Originator without need for any further action; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Purchaser on or before the date of such addition: (ia) the Servicer shall have given the CompanyBuyer, the Administrator 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 CompanyBuyer, the Administrator Administrative Agent or any Purchaser may reasonably request; (iib) such proposed additional Originator shall have executed and delivered to the CompanyBuyer, the Administrator Administrative Agent and each Purchaser an agreement substantially in the form attached hereto as Exhibit C A (a “Joinder Agreement”); (iiic) such proposed additional Originator shall have delivered to the Company and Buyer, the Administrator Administrative Agent (as the CompanyBuyer’s assignee) 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 Company and Buyer, the Administrator Administrative Agent (as the CompanyBuyer’s assignee)) and each Purchaser; (ivd) VWR shall have delivered a performance guaranty in favor of 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 Administrator regarding Receivables Purchase Agreement, the performance Administrative Agent has received notice of such additional Originator, in form bank account or lock-box 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) such proposed Restricted Originator shall have executed and delivered to the Company, the Administrator and each Purchaser acknowledged copy of an agreement substantially in the form attached hereto as Exhibit C Account Control Agreement (a “Joinder Agreement”); (iior an amendment thereto) such proposed Restricted Originator shall have delivered to the Company 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 substance reasonably satisfactory acceptable to the Company and Administrative Agent from the Administrator (as the Company’s assignee)applicable Collection Account Bank; (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; (ive) no Purchase and Sale Contribution Termination Date Event (as defined below) or Unmatured Purchase and Contribution Termination Event (as defined below) shall have occurred and be continuing; and (vf) the Receivables to no Event of Default or Unmatured Event of Default shall have occurred and be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause (q) of the definition of “Eligible Receivablescontinuing.” The Administrator may, by written notice to the Company, designate any such “Restricted Originator” as an “Originator” as if it had originally been added as an Originator pursuant to Section 4.3(a).

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 (such consent not to be unreasonably withheld or delayedeach 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: (i) 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; (iia) 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 C B (a “Joinder Agreement”); (iiib) the Purchase and Sale Termination Date shall not have occurred; and such proposed additional Originator shall have delivered to the Company Company, each Purchaser Agent and the Administrator (as the Company’s assignee) on or before the Closing Date for such Originator, the following, each of (unless otherwise indicated) dated the documents with respect to Closing Date for such Originator described in Section 4.1Originator, in and each case in form and substance reasonably satisfactory to the Company 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) VWR shall have delivered a performance guaranty in favor A certified copy, dated as of the Administrator regarding applicable Closing Date, of the performance certificate of incorporation or formation, by-laws, limited liability company agreement or other applicable organizational document 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 Proper financing statements, suitable for filing under the UCC of all jurisdictions necessary in order 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) perfect the interests of the Company contemplated by this Agreement and (ii) assign, of record, such proposed Restricted 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 shall have executed 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 delivered 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, the Administrator and each Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ii) such proposed Restricted Originator shall have delivered to the Company Agent and the Administrator (as the Company’s assignee) each of the documents and generally consistent with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Company and the Administrator (as the Company’s assignee); (iii) VWR shall have those 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; (ivviii) no Purchase and Sale Termination Date shall have occurred and be continuingA Company Note in favor of such Originator, duly executed by the Company; and (vix) the Receivables to be sold by such proposed Restricted Originator shall be subject to the limitations set forth in clause Evidence (qi) of the definition execution and delivery by each of “Eligible Receivables.” The Administrator maythe 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, by written notice delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s, designate each Purchaser Agent’s and the Administrator’s reasonable satisfaction. At the time any such “Restricted Originator” as an “Originator” as if it had originally been Person is added as an additional Originator pursuant to this Section 4.3(a)4.3, Schedule I to this Agreement shall be deemed to be automatically amended to reflect the addition of such Originator.