Common use of Approved Originator Clause in Contracts

Approved Originator. (i) such Originator is an Affiliate of Huntsman International; (ii) the Master Servicer, the Company, the Trustee and the Funding Agent shall have received a copy of the Policies of such Originator, which Policies shall be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor, the Company and each Funding Agent; (iii) the governing law of the Contracts relating to the Receivables originated by such proposed Originator is the law of an Approved Contract Jurisdiction; (iv) the Company, the Trustee and each Funding Agent shall have received confirmation that there is no pending or threatened action or proceeding affecting such Originator before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to it; (v) the Trustee shall have received an Opinion of Counsel in form and substance satisfactory to it, each Rating Agency and any Funding Agent from a nationally recognized law firm qualified to practice in the jurisdiction in which such Originator is located to the effect that the sale of Receivables by such Originator to the Contributor or the Company (or such other entity as shall have been agreed) constitute true sales of such Receivables to the Contributor or the Company or such entity; (vi) the Trustee shall have received an Opinion of Counsel from a nationally recognized law firm in form and substance satisfactory to it, each Rating Agency and any Funding Agent together with such other opinions as were rendered on the Series 0000-0 Xxxxxxxx Date with respect to the Originators from one or more nationally recognized law firms authorized to practice law in the jurisdiction in which such Originator is located, the jurisdictions governing the contracts originated by such Originator and in New York; (vii) the Master Servicer and Servicer Guarantor shall have agreed in writing to service such Originator's Receivables in accordance with the terms and conditions of the Servicing Agreement and the Servicer Guarantor shall have agreed to guarantee the Master Servicer's obligations in connection therewith; (viii) the Liquidation Servicer shall have notified the Company and the Rating Agencies and the Funding Agent that a Standby Liquidation System is in place for such proposed Originator; (ix) the Company, the Trustee and each Funding Agent shall have received a certificate prepared by a Responsible Officer of the Master Servicer certifying that after giving effect to the addition of such Originator, the Aggregate Target Receivables Amount shall be equal to or less than the Aggregate Receivables Amount on the related Originator Addition Date; (x) such Originator shall have executed an Additional Originator Joinder Agreement in the form of Schedule 8.04(b) attached to the applicable Receivables Purchase Agreement; (xi) such Originator shall have executed, filed and recorded, at its own expense, appropriate financing statements with respect to the Receivables (and Related Assets) originated and proposed to be sold by it in such manner and such jurisdictions as are necessary to perfect the Company's continuing first priority perfected security interest in such Receivables; (xii) the Company and each Funding Agent shall be satisfied that there are no Liens on the Receivables to be sold by such Originator, except as may be provided in the relevant Origination Agreement; (xiii) the Collection Accounts with respect to the Receivables to be sold or contributed by such Originator shall have been established in the name of the Company and the Company shall have caused the Trustee to have a first priority perfected security interest in such accounts; and (xiv) if the aggregate Principal Amount of Receivables added to the pool of Receivables by Additional Originators added as Approved Originators pursuant to the provisions of this Section 2.09 in the ------------ immediately preceding twelve (12) calendar months including the aggregate Principal Amount of all Receivables of such proposed Originator proposed to be sold by such proposed Originator is greater than ten percent (10%) of the Aggregate Receivables Amount on such date before giving effect to the addition of such proposed Originator, such calculation to be made immediately prior to the proposed addition of such Originator, then (i) each Funding Agent shall have consented to the addition of such Originator, (ii) the historical aging and liquidation schedule information of the Receivables originated by such proposed Originator and other data relating to the Receivables is satisfactory to each Funding Agent and (iii) the Company, the Trustee and each Funding Agent shall have received evidence that the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator. If the calculation set forth above results in a percentage which is less than or equal to ten percent (10%), then satisfaction of the Rating Agency Condition shall not be required with respect to the addition of such Approved Originator.

Approved Originator. (i) such proposed Approved Originator is an Affiliate of Huntsman International; (ii) the Master Servicer, the Company, the Trustee Administrative Agent and the each Funding Agent shall have received a copy of the Policies of such Originator, which Policies shall be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor, the Company and Company, each Funding Agent and the Administrative Agent; (iii) the governing law of the Contracts relating to the Receivables originated by such proposed Approved Originator is the law of an Approved Contract Jurisdictionthe United States or any one of the States thereof or the District of Columbia; (iv) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received written confirmation that there is no pending or threatened action or proceeding affecting such proposed Approved Originator before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to itit (other than such action or proceeding as disclosed in public filings); (v) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel in form and substance satisfactory to it, each Rating Agency and any Funding Agent of them from a nationally recognized law firm qualified to practice in the jurisdiction in which such Originator is located to the effect that the sale of Receivables by such Originator to the Contributor or the Company (or such other entity as shall have been agreed) constitute true sales of such Receivables to the Contributor or the Company or such entity; (vi) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel from a nationally recognized law firm in form and substance satisfactory to it, each Rating Agency and any Funding Agent together with such other opinions as were rendered on the Series 0000-0 Xxxxxxxx Date of them with respect to the Originators from one or more nationally recognized law firms authorized to practice law in the jurisdiction in which such proposed Approved Originator is located, the jurisdictions governing the contracts originated by such Originator and in New York; (vii) the Master Servicer and the Servicer Guarantor shall have agreed in writing to service the Receivables originated and proposed to be sold by such Originator's Receivables Originator in accordance with the terms and conditions of the Servicing Agreement and the Servicer Guarantor shall have agreed to guarantee the Master Servicer's ’s obligations in connection therewith; (viii) the Liquidation Servicer shall have notified the Company and the Rating Agencies and the Funding Agent that a Standby Liquidation System is in place for such proposed Originator; (ix) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received a certificate prepared by a Responsible Officer of the Master Servicer certifying that after giving effect to the addition of such proposed Approved Originator, the Aggregate Target Receivables Amount shall be equal to or less than the Aggregate Receivables Amount on the related date such proposed Approved Originator Addition Dateis added pursuant to the applicable Receivables Purchase Agreement; (xix) such Originator shall have executed an Additional Originator Joinder Agreement in the form of Schedule 8.04(b) the applicable schedule attached to the applicable Receivables Purchase Agreement, shall have otherwise acceded to an existing Receivables Purchase Agreement or shall have entered into a Receivables Purchase Agreement substantially similar to the existing Receivables Purchase Agreement with such modifications as necessary or appropriate to address jurisdiction-specific issues; (xix) if applicable, such Originator shall have executed, filed and recorded, at its own expense, appropriate UCC financing statements with respect to the Receivables (and Related AssetsProperty) originated and proposed to be sold by it in such manner and such jurisdictions as are necessary to perfect the Company's continuing first priority perfected security ’s ownership interest in such Receivables; (xiixi) the Company and Company, each Funding Agent and the Administrative Agent shall be satisfied that there are no Liens on the Receivables to be sold by such Originator, except as may be provided in the relevant Origination AgreementPermitted Liens; (xiiixii) the Collection Accounts with respect to the Receivables to be sold or contributed by such proposed Approved Originator shall have been established in the name of the Company and the Company shall have caused the Trustee Collateral Agent to have a first priority perfected security interest in such accounts or shall have been established in the name of the Collateral Agent (whereby the Collateral Agent may grant to the Company a revocable authorization to operate such accounts), or, if the Collateral Agent shall not have such first priority perfected security interest or ownership interest in such accounts, the Company shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents and the Administrative Agent, to cover any failure of timely remittance in full of Collections from such accounts, or shall have made such other arrangements as appropriate or necessary, as determined by the Funding Agents and the Administrative Agent, to address jurisdiction-specific issues; and (xivxiii) if the aggregate Principal Amount of Receivables to be added to the pool of Receivables by Additional Originators added as Approved Originators and with respect to Acquired Lines of Business pursuant to the provisions of this Section 2.09 27 in the ------------ immediately preceding twelve (12) calendar months (including the aggregate Principal Amount of all Receivables of such proposed Originator proposed to be sold by such proposed Originator Originator) is greater than ten percent (10%) of the Aggregate Receivables Amount on such date before giving effect to the addition of such proposed Approved Originator, such calculation to be made immediately prior to the proposed addition of such Approved Originator, then (i) each Funding Agent and the Administrative Agent shall have consented to the addition of such Originator, Originator and (ii) the historical aging and liquidation schedule information of the Receivables originated by such proposed Approved Originator and other data relating to the Receivables is satisfactory to each Funding Agent and (iii) the Company, the Trustee and each Funding Agent shall have received evidence that the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator. If the calculation set forth above results in a percentage which is less than or equal to ten percent (10%), then satisfaction of the Rating Agency Condition shall not be required with respect to the addition of such Approved OriginatorAdministrative Agent.

Approved Originator. (i) such proposed Approved Originator is an Affiliate of Huntsman International; (ii) the Master Servicer, the Company, the Trustee Company and the each Funding Agent shall have received a copy of the Policies of such Originator, which Policies shall be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor, the Company and each Funding Agent; (iii) the governing law of the Contracts relating to the Receivables originated by such proposed Approved Originator is the law of an Approved Contract Jurisdiction; (iv) the Company, the Trustee Company and each Funding Agent shall have received confirmation that there is no pending or threatened action or proceeding affecting such proposed Approved Originator before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to itit (other than such action or proceeding as disclosed in public filings); (v) the Trustee shall have received an Opinion of Counsel in form and substance satisfactory to it, each Rating Agency it and any Funding Agent from a nationally recognized law firm qualified to practice in the jurisdiction in which such Originator is located to the effect that the sale of Receivables by such Originator to the Contributor or the Company (or such other entity as shall have been agreed) constitute true sales of such Receivables to the Contributor or the Company or such entity; (vi) the Trustee shall have received an Opinion of Counsel from a nationally recognized law firm in form and substance satisfactory to it, each Rating Agency it and any Funding Agent together with such other opinions as were rendered on the Series 0000-0 Xxxxxxxx Date with respect to the Originators from one or more nationally recognized law firms authorized to practice law in the jurisdiction in which such proposed Approved Originator is located, the jurisdictions governing the contracts originated by such Originator and in New York; (vii) the Master Servicer and the Servicer Guarantor shall have agreed in writing to service the Receivables originated and proposed to be sold by such Originator's Receivables Originator in accordance with the terms and conditions of the Servicing Agreement and the Servicer Guarantor shall have agreed to guarantee the Master Servicer's ’s obligations in connection therewith; (viii) the Liquidation Servicer shall have notified the Company and the Rating Agencies and the Funding Agent Agents that a Standby Liquidation System is in place for such proposed Approved Originator; (ix) the Company, the Trustee and each Funding Agent shall have received a certificate prepared by a Responsible Officer of the Master Servicer certifying that after giving effect to the addition of such proposed Approved Originator, the Aggregate Target Receivables Amount shall be equal to or less than the Aggregate Receivables Amount on the related date such proposed Approved Originator Addition Dateis added pursuant to the applicable Receivables Purchase Agreement; (x) such Originator shall have executed an Additional Originator Joinder Agreement in the form of Schedule 8.04(b) 3 or corresponding schedule attached to the applicable Receivables Purchase Agreement, shall have otherwise acceded to an existing Receivables Purchase Agreement or shall have entered into a Receivables Purchase Agreement substantially similar to the existing Receivables Purchase Agreement with such modifications as necessary or appropriate to address jurisdiction-specific issues; (xi) if applicable, such Originator shall have executed, filed and recorded, at its own expense, appropriate UCC financing statements with respect to the Receivables (and Related Assets) originated and proposed to be sold by it in such manner and such jurisdictions as are necessary to perfect the Company's continuing first priority perfected security ’s ownership interest in such Receivables; (xii) the Company and each Funding Agent shall be satisfied that there are no Liens on the Receivables to be sold by such Originator, except as may be provided in the relevant Origination AgreementPermitted Liens; (xiii) the Collection Accounts with respect to the Receivables to be sold or contributed by such proposed Approved Originator shall have been established in the name of the Company and the Company shall have caused the Trustee to have a first priority perfected security interest in such accounts or shall have been established in the name of the Trustee (whereby the Trustee may grant to the Company a revocable authorization to operate such accounts), or, if the Trustee shall not have such first priority perfected security interest or ownership interest in such accounts, the Company shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents, to cover any failure of timely remittance in full of Collections from such accounts or shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents, to cover a failure of timely remittance in full of Collections from the Collection Accounts to the relevant Master Collection Account in accordance with the Transaction Documents, or shall have made such other arrangements as appropriate or necessary, as determined by the Funding Agents, to address jurisdiction-specific issues; and (xiv) if the aggregate Principal Amount of Receivables to be added to the pool of Receivables by Additional Originators added as Approved Originators and with respect to Acquired Lines of Business pursuant to the provisions of this Section 2.09 in the ------------ immediately preceding twelve (12) calendar months (including the aggregate Principal Amount of all Receivables of such proposed Originator proposed to be sold by such proposed Originator Originator) is greater than ten percent (10%) of the Aggregate Receivables Amount on such date before giving effect to the addition of such proposed Approved Originator, such calculation to be made immediately prior to the proposed addition of such Approved Originator, then (i) each Funding Agent shall have consented to the addition of such Originator, Originator and (ii) the historical aging and liquidation schedule information of the Receivables originated by such proposed Approved Originator and other data relating to the Receivables is satisfactory to each Funding Agent and (iii) the Company, the Trustee and each Funding Agent shall have received evidence that the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator. If the calculation set forth above results in a percentage which is less than or equal to ten percent (10%), then satisfaction of the Rating Agency Condition shall not be required with respect to the addition of such Approved OriginatorAgent.

Approved Originator. (i) such proposed Approved Originator is an Affiliate of Huntsman International; (ii) the Master Servicer, the Company, the Trustee Administrative Agent and the each Funding Agent shall have received a copy of the Policies of such Originator, which Policies shall be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor, the Company and Company, each Funding Agent and the Administrative Agent; (iii) the governing law of the Contracts relating to the Receivables originated by such proposed Approved Originator is the law of an Approved Contract Jurisdiction; (iv) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received confirmation that there is no pending or threatened action or proceeding affecting such proposed Approved Originator before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to itit (other than such action or proceeding as disclosed in public filings); (v) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel in form and substance satisfactory to it, each Rating Agency and any Funding Agent of them from a nationally recognized law firm qualified to practice in the jurisdiction in which such Originator is located to the effect that the sale of Receivables by such Originator to the Contributor or the Company (or such other entity as shall have been agreed) constitute true sales of such Receivables to the Contributor or the Company or such entity; (vi) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel from a nationally recognized law firm in form and substance satisfactory to it, each Rating Agency and any Funding Agent together with such other opinions as were rendered on the Series 0000-0 Xxxxxxxx Date of them with respect to the Originators from one or more nationally recognized law firms authorized to practice law in the jurisdiction in which such proposed Approved Originator is located, the jurisdictions governing the contracts originated by such Originator and in New York; (vii) the Master Servicer and the Servicer Guarantor shall have agreed in writing to service the Receivables originated and proposed to be sold by such Originator's Receivables Originator in accordance with the terms and conditions of the Servicing Agreement and the Servicer Guarantor shall have agreed to guarantee the Master Servicer's obligations in connection therewith; (viii) the Liquidation Servicer shall have notified the Company Company, the Funding Agents and the Rating Agencies and the Funding Administrative Agent that a Standby Liquidation System is in place for such proposed Approved Originator; (ix) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received a certificate prepared by a Responsible Officer of the Master Servicer certifying that after giving effect to the addition of such proposed Approved Originator, the Aggregate Target Receivables Amount shall be equal to or less than the Aggregate Receivables Amount on the related date such proposed Approved Originator Addition Dateis added pursuant to the applicable Receivables Purchase Agreement; (x) such Originator shall have executed an Additional Originator Joinder Agreement in the form of Schedule 8.04(b) 3 or corresponding schedule attached to the applicable Receivables Purchase Agreement, shall have otherwise acceded to an existing Receivables Purchase Agreement or shall have entered into a Receivables Purchase Agreement substantially similar to the existing Receivables Purchase Agreement with such modifications as necessary or appropriate to address jurisdiction-specific issues; (xi) if applicable, such Originator shall have executed, filed and recorded, at its own expense, appropriate UCC financing statements with respect to the Receivables (and Related AssetsProperty) originated and proposed to be sold by it in such manner and such jurisdictions as are necessary to perfect the Company's continuing first priority perfected security ownership interest in such Receivables; (xii) the Company and Company, each Funding Agent and the Administrative Agent shall be satisfied that there are no Liens on the Receivables to be sold by such Originator, except as may be provided in the relevant Origination AgreementPermitted Liens; (xiii) the Collection Accounts with respect to the Receivables to be sold or contributed by such proposed Approved Originator shall have been established in the name of the Company and the Company shall have caused the Trustee Collateral Agent to have a first priority perfected security interest in such accounts or shall have been established in the name of the Collateral Agent (whereby the Collateral Agent may grant to the Company a revocable authorization to operate such accounts), or, if the Collateral Agent shall not have such first priority perfected security interest or ownership interest in such accounts, the Company shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents and the Administrative Agent, to cover any failure of timely remittance in full of Collections from such accounts or shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents and the Administrative Agent, to cover a failure of timely remittance in full of Collections from the Collection Accounts to the relevant Company Concentration Account in accordance with the Transaction Documents, or shall have made such other arrangements as appropriate or necessary, as determined by the Administrative Agent, to address jurisdiction-specific issues; and (xiv) if the aggregate Principal Amount of Receivables to be added to the pool of Receivables by Additional Originators added as Approved Originators and with respect to Acquired Lines of Business pursuant to the provisions of this Section 2.09 27 in the ------------ immediately preceding twelve (12) calendar months (including the aggregate Principal Amount of all Receivables of such proposed Originator proposed to be sold by such proposed Originator Originator) is greater than ten percent (10%) of the Aggregate Receivables Amount on such date before giving effect to the addition of such proposed Approved Originator, such calculation to be made immediately prior to the proposed addition of such Approved Originator, then (i) each Funding Agent and the Administrative Agent shall have consented to the addition of such Originator, Originator and (ii) the historical aging and liquidation schedule information of the Receivables originated by such proposed Approved Originator and other data relating to the Receivables is satisfactory to each Funding Agent and (iii) the Company, the Trustee and each Funding Agent shall have received evidence that the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator. If the calculation set forth above results in a percentage which is less than or equal to ten percent (10%), then satisfaction of the Rating Agency Condition shall not be required with respect to the addition of such Approved OriginatorAdministrative Agent.

Approved Originator. (i) such Originator is an Affiliate of Huntsman International; (ii) the Master Servicer, the Company, the Trustee and the Funding Agent shall have received a copy of the Policies of such Originator, which Policies shall be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor, the Company and each Funding Agent; (iii) the governing law of the Contracts relating to the Receivables originated by such proposed Originator is the law of an Approved Contract Jurisdiction; (iv) the Company, the Trustee and each Funding The Administrative Agent shall have received confirmation that there is no pending or threatened action or proceeding affecting such Originator before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to it; (vii) the Trustee The Administrative Agent shall have received an Opinion opinion of Counsel counsel in form and substance satisfactory to it, it and each Rating Agency and any Funding Agent Lender from a nationally recognized law firm qualified to practice in the jurisdiction in which such Originator is located to the effect that the sale sales of Receivables by such Originator to the Contributor or the Company (or such other entity as shall have been agreed) constitute true sales of such Receivables to the Contributor or the Company or such entityContributor; (viiii) the Trustee The Administrative Agent shall have received an Opinion opinion of Counsel counsel from a nationally recognized law firm in form and substance satisfactory to it, it and each Rating Agency and any Funding Agent Lender together with such other opinions as were rendered on the Series 0000-0 Xxxxxxxx Date in accordance with Section 4.02 hereof with respect to the Originators from one or more nationally recognized law firms authorized to practice law in the jurisdiction in which such Originator is located, the jurisdictions governing the contracts originated by such Originator (if a jurisdiction is specified) and in New York; (viiiv) the Master Servicer and Servicer Guarantor The Collection Agent shall have agreed in writing to service such Originator's ’s Receivables in accordance with the terms and conditions of the Servicing Agreement and the Servicer Guarantor shall have agreed to guarantee the Master Servicer's obligations in connection therewiththis Agreement; (viiiv) the Liquidation Servicer shall have notified the Company and the Rating Agencies and the Funding Agent that a Standby Liquidation System is in place for such proposed Originator; (ix) the Company, the Trustee and each Funding The Administrative Agent shall have received a certificate prepared by a Responsible Officer of the Master Servicer Collection Agent certifying that after giving effect to the addition of such Originator, the Aggregate Target Receivables Amount Percentage Factor shall be equal to or less than the Aggregate Receivables Amount on the related Originator Addition DateMaximum Percentage Factor; (xvi) such Such Originator shall have executed an Additional Originator Joinder Agreement in the form of Schedule 8.04(b) attached to the applicable Receivables Purchase Agreement, in form and substance satisfactory to the Administrative Agent; (xivii) such Such Originator shall have executed, filed and recorded, at its own expense, appropriate all necessary financing statements or similar documents (if any) with respect to the Receivables (and Related AssetsSecurity) originated and proposed to be sold by it in such manner and such jurisdictions as are necessary to perfect the Company's continuing first priority perfected security Borrower’s ownership interest in such Receivables; (xiiviii) The Borrower and the Company and each Funding Administrative Agent shall be satisfied that there are no Liens on the Receivables to be sold by such Originator, except as may be provided in the relevant Origination Agreement;Permitted Liens; and (xiiiix) the Collection Accounts A Lock-Box Account (or an account maintained on substantially identical terms) with respect to the Receivables to be sold or contributed by such Originator shall have been established in accordance with the name of the Company and the Company shall have caused the Trustee to have a first priority perfected security interest in such accounts; and (xiv) if the aggregate Principal Amount of Receivables added to the pool of Receivables by Additional Originators added as Approved Originators pursuant to the provisions terms of this Section 2.09 in the ------------ immediately preceding twelve (12) calendar months including the aggregate Principal Amount of all Receivables of such proposed Originator proposed to be sold by such proposed Originator is greater than ten percent (10%) of the Aggregate Receivables Amount on such date before giving effect to the addition of such proposed Originator, such calculation to be made immediately prior to the proposed addition of such Originator, then (i) each Funding Agent shall have consented to the addition of such Originator, (ii) the historical aging and liquidation schedule information of the Receivables originated by such proposed Originator and other data relating to the Receivables is satisfactory to each Funding Agent and (iii) the Company, the Trustee and each Funding Agent shall have received evidence that the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator. If the calculation set forth above results in a percentage which is less than or equal to ten percent (10%), then satisfaction of the Rating Agency Condition shall not be required with respect to the addition of such Approved OriginatorAgreement.

Approved Originator. (i) such proposed Approved Originator is an Affiliate of Huntsman International; (ii) the Master Servicer, the Company, the Trustee Administrative Agent and the each Funding Agent shall have received a copy of the Policies of such Originator, which Policies shall be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor, the Company and Company, each Funding Agent and the Administrative Agent; (iii) the governing law of the Contracts relating to the Receivables originated by such proposed Approved Originator is the law of an Approved Contract Jurisdictionthe United States or any one of the States thereof or the District of Columbia; (iv) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received written confirmation that there is no pending or threatened action or proceeding affecting such proposed Approved Originator before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to itit (other than such action or proceeding as disclosed in public filings); (v) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel in form and substance satisfactory to it, each Rating Agency and any Funding Agent of them from a nationally recognized law firm qualified to practice in the jurisdiction in which such Originator is located to the effect that the sale of Receivables by such Originator to the Contributor or the Company (or such other entity as shall have been agreed) constitute true sales of such Receivables to the Contributor or the Company or such entity; (vi) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel from a nationally recognized law firm in form and substance satisfactory to it, each Rating Agency and any Funding Agent together with such other opinions as were rendered on the Series 0000-0 Xxxxxxxx Date of them with respect to the Originators from one or more nationally recognized law firms authorized to practice law in the jurisdiction in which such proposed Approved Originator is located, the jurisdictions governing the contracts originated by such Originator and in New York; (vii) the Master Servicer and the Servicer Guarantor shall have agreed in writing to service the Receivables originated and proposed to be sold by such Originator's Receivables Originator in accordance with the terms and conditions of the Servicing Agreement and the Servicer Performance Guarantor shall have agreed to guarantee the Master Servicer's ’s obligations in connection therewith; (viii) the Liquidation Servicer shall have notified the Company and the Rating Agencies and the Funding Agent that a Standby Liquidation System is in place for such proposed Originator; (ix) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received a certificate prepared by a Responsible Officer of the Master Servicer certifying that after giving effect to the addition of such proposed Approved Originator, the Aggregate Target Receivables Amount shall be equal to or less than the Aggregate Receivables Amount on the related date such proposed Approved Originator Addition Dateis added pursuant to the applicable Receivables Purchase Agreement; (xix) such Originator shall have executed an Additional Originator Joinder Agreement in the form of Schedule 8.04(b) the applicable schedule attached to the applicable Receivables Purchase Agreement, shall have otherwise acceded to an existing Receivables Purchase Agreement or shall have entered into a Receivables Purchase Agreement substantially similar to the existing Receivables Purchase Agreement with such modifications as necessary or appropriate to address jurisdiction-specific issues; (xix) if applicable, such Originator shall have executed, filed and recorded, at its own expense, appropriate UCC financing statements with respect to the Receivables (and Related AssetsProperty) originated and proposed to be sold by it in such manner and such jurisdictions as are necessary to perfect the Company's continuing first priority perfected security ’s ownership interest in such Receivables; (xiixi) the Company and Company, each Funding Agent and the Administrative Agent shall be satisfied that there are no Liens on the Receivables to be sold by such Originator, except as may be provided in the relevant Origination AgreementPermitted Liens; (xiiixii) the Collection Accounts with respect to the Receivables to be sold or contributed by such proposed Approved Originator shall have been established in the name of the Company and the Company shall have caused the Trustee Collateral Agent to have a first priority perfected security interest in such accounts or shall have been established in the name of the Collateral Agent (whereby the Collateral Agent may grant to the Company a revocable authorization to operate such accounts), or, if the Collateral Agent shall not have such first priority perfected security interest or ownership interest in such accounts, the Company shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents and the Administrative Agent, to cover any failure of timely remittance in full of Collections from such accounts, or shall have made such other arrangements as appropriate or necessary, as determined by the Funding Agents and the Administrative Agent, to address jurisdiction-specific issues; and (xivxiii) if the aggregate Principal Amount of Receivables to be added to the pool of Receivables by Additional Originators added as Approved Originators and with respect to Acquired Lines of Business pursuant to the provisions of this Section 2.09 27 in the ------------ immediately preceding twelve (12) calendar months (including the aggregate Principal Amount of all Receivables of such proposed Originator proposed to be sold by such proposed Originator Originator) is greater than ten percent (10%) of the Aggregate Receivables Amount on such date before giving effect to the addition of such proposed Approved Originator, such calculation to be made immediately prior to the proposed addition of such Approved Originator, then (i) each Funding Agent and the Administrative Agent shall have consented to the addition of such Originator, Originator and (ii) the historical aging and liquidation schedule information of the Receivables originated by such proposed Approved Originator and other data relating to the Receivables is satisfactory to each Funding Agent and (iii) the Company, the Trustee and each Funding Agent shall have received evidence that the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator. If the calculation set forth above results in a percentage which is less than or equal to ten percent (10%), then satisfaction of the Rating Agency Condition shall not be required with respect to the addition of such Approved OriginatorAdministrative Agent.

Approved Originator. (i) such proposed Approved Originator is an Affiliate of Huntsman International; (ii) the Master Servicer, the Company, the Trustee Administrative Agent and the each Funding Agent shall have received a copy of the Policies of such Originator, which Policies shall be in form and substance satisfactory to the Master Servicer, the Servicer Guarantor, the Company and Company, each Funding Agent and the Administrative Agent; (iii) the governing law of the Contracts relating to the Receivables originated by such proposed Approved Originator is the law of an Approved Contract Jurisdiction; (iv) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received confirmation that there is no pending or threatened action or proceeding affecting such proposed Approved Originator before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to itit (other than such action or proceeding as disclosed in public filings); (v) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel in form and substance satisfactory to it, each Rating Agency and any Funding Agent of them from a nationally recognized law firm qualified to practice in the jurisdiction in which such Originator is located to the effect that the sale of Receivables by such Originator to the Contributor or the Company (or such other entity as shall have been agreed) constitute true sales of such Receivables to the Contributor or the Company or such entity; (vi) the Trustee Collateral Agent, each Funding Agent and the Administrative Agent shall have received an Opinion of Counsel from a nationally recognized law firm in form and substance satisfactory to it, each Rating Agency and any Funding Agent together with such other opinions as were rendered on the Series 0000-0 Xxxxxxxx Date of them with respect to the Originators from one or more nationally recognized law firms authorized to practice law in the jurisdiction in which such proposed Approved Originator is located, the jurisdictions governing the contracts originated by such Originator and in New York; (vii) the Master Servicer and the Servicer Guarantor shall have agreed in writing to service the Receivables originated and proposed to be sold by such Originator's Receivables Originator in accordance with the terms and conditions of the Servicing Agreement and the Servicer Guarantor shall have agreed to guarantee the Master Servicer's ’s obligations in connection therewith; (viii) the Liquidation Servicer shall have notified the Company Company, the Funding Agents and the Rating Agencies and the Funding Administrative Agent that a Standby Liquidation System is in place for such proposed Approved Originator; (ix) the Company, the Trustee and Collateral Agent, each Funding Agent and the Administrative Agent shall have received a certificate prepared by a Responsible Officer of the Master Servicer certifying that after giving effect to the addition of such proposed Approved Originator, the Aggregate Target Receivables Amount shall be equal to or less than the Aggregate Receivables Amount on the related date such proposed Approved Originator Addition Dateis added pursuant to the applicable Receivables Purchase Agreement; (x) such Originator shall have executed an Additional Originator Joinder Agreement in the form of Schedule 8.04(b) 3 or corresponding schedule attached to the applicable Receivables Purchase Agreement, shall have otherwise acceded to an existing Receivables Purchase Agreement or shall have entered into a Receivables Purchase Agreement substantially similar to the existing Receivables Purchase Agreement with such modifications as necessary or appropriate to address jurisdiction-specific issues; (xi) if applicable, such Originator shall have executed, filed and recorded, at its own expense, appropriate UCC financing statements with respect to the Receivables (and Related AssetsProperty) originated and proposed to be sold by it in such manner and such jurisdictions as are necessary to perfect the Company's continuing first priority perfected security ’s ownership interest in such Receivables; (xii) the Company and Company, each Funding Agent and the Administrative Agent shall be satisfied that there are no Liens on the Receivables to be sold by such Originator, except as may be provided in the relevant Origination AgreementPermitted Liens; (xiii) the Collection Accounts with respect to the Receivables to be sold or contributed by such proposed Approved Originator shall have been established in the name of the Company and the Company shall have caused the Trustee Collateral Agent to have a first priority perfected security interest in such accounts or shall have been established in the name of the Collateral Agent (whereby the Collateral Agent may grant to the Company a revocable authorization to operate such accounts), or, if the Collateral Agent shall not have such first priority perfected security interest or ownership interest in such accounts, the Company shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents and the Administrative Agent, to cover any failure of timely remittance in full of Collections from such accounts or shall have established, or shall have caused Huntsman International to establish, appropriate reserves, as determined by the Funding Agents and the Administrative Agent, to cover a failure of timely remittance in full of Collections from the Collection Accounts to the relevant Company Concentration Account in accordance with the Transaction Documents, or shall have made such other arrangements as appropriate or necessary, as determined by the Administrative Agent, to address jurisdiction-specific issues; and (xiv) if the aggregate Principal Amount of Receivables to be added to the pool of Receivables by Additional Originators added as Approved Originators and with respect to Acquired Lines of Business pursuant to the provisions of this Section 2.09 27 in the ------------ immediately preceding twelve (12) calendar months (including the aggregate Principal Amount of all Receivables of such proposed Originator proposed to be sold by such proposed Originator Originator) is greater than ten percent (10%) of the Aggregate Receivables Amount on such date before giving effect to the addition of such proposed Approved Originator, such calculation to be made immediately prior to the proposed addition of such Approved Originator, then (i) each Funding Agent and the Administrative Agent shall have consented to the addition of such Originator, Originator and (ii) the historical aging and liquidation schedule information of the Receivables originated by such proposed Approved Originator and other data relating to the Receivables is satisfactory to each Funding Agent and (iii) the Company, the Trustee and each Funding Agent shall have received evidence that the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator. If the calculation set forth above results in a percentage which is less than or equal to ten percent (10%), then satisfaction of the Rating Agency Condition shall not be required with respect to the addition of such Approved OriginatorAdministrative Agent.