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Master Receivables Purchase Agreement
"I need a Master Receivables Purchase Agreement for a manufacturing company selling its trade receivables to a major Australian bank, with the seller continuing to service the receivables and including credit enhancement through a 10% reserve account."
1. Parties: Identification of the seller and purchaser
2. Background: Context of the agreement and commercial purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation principles
4. Sale and Purchase Framework: Master framework for the ongoing purchase of receivables
5. Purchase Mechanism: Procedures for offers, acceptance, and completion of individual purchases
6. Purchase Price and Payment: Calculation and payment of purchase price, including any adjustments
7. Conditions Precedent: Conditions that must be satisfied before purchases can commence
8. Representations and Warranties: Core representations about the seller, purchaser, and receivables
9. Ongoing Covenants: Continuing obligations of the parties
10. Collections and Payments: Management of collections and payment flows
11. Events of Default: Circumstances constituting default and consequences
12. Termination: Termination events and procedures
13. Indemnities: Indemnification obligations of the parties
14. Confidentiality: Protection of confidential information
15. Notices: Communication procedures between parties
16. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Servicing Arrangements: Include when the seller continues to service the receivables post-sale
2. Credit Enhancement: Include when there are reserve accounts, overcollateralization, or other credit support mechanisms
3. Security Interest: Include when additional security interests are being granted
4. Cross-Border Provisions: Include for transactions involving multiple jurisdictions
5. Tax Provisions: Detailed tax provisions when specific tax structures or implications need to be addressed
6. Third Party Rights: Include when there are relevant third parties like guarantors or credit insurers
7. Data Protection: Detailed provisions when significant personal data is involved in the receivables
8. Currency Provisions: Include for multi-currency receivables portfolios
1. Eligibility Criteria: Detailed criteria for receivables to be eligible for purchase
2. Form of Offer Notice: Template for offering receivables for sale
3. Form of Acceptance Notice: Template for accepting offered receivables
4. Purchase Price Calculation: Detailed methodology for calculating purchase price
5. Servicer Reports: Forms and requirements for ongoing reporting
6. Excluded Receivables: Categories of receivables excluded from the agreement
7. Form of True Sale Opinion: Required legal opinion format confirming true sale
8. Operating Procedures: Detailed operational procedures for the purchase program
9. Form of Power of Attorney: Standard power of attorney for collections and enforcement
10. Required Documents: List of documents required for each purchase
Authors
Financial Services
Manufacturing
Retail
Healthcare
Technology
Telecommunications
Construction
Energy
Professional Services
Agriculture
Transportation and Logistics
Legal
Finance
Treasury
Credit and Collections
Risk Management
Operations
Compliance
Accounts Receivable
Working Capital Management
Structured Finance
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Commercial Director
Credit Manager
Accounts Receivable Manager
Risk Manager
Operations Manager
Compliance Officer
Portfolio Manager
Structured Finance Manager
Transaction Manager
Working Capital Manager
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