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1. Parties: Identification of the financing party (PO Financier) and the client (PO Seller), including full legal names and addresses
2. Background: Context of the agreement, including the client's business nature and need for purchase order financing
3. Definitions: Key terms used throughout the agreement, including Purchase Orders, Advance Rate, Eligible Purchase Orders, etc.
4. Facility and Purpose: Details of the financing facility, including maximum facility amount and its intended use
5. Advance Mechanics: Process for requesting and receiving advances, including advance rates and conditions precedent
6. Fees and Interest: All applicable fees, interest rates, and calculation methods
7. Repayment Terms: Terms and timing of repayment, including application of proceeds from purchase orders
8. Security and Collateral: Description of security interests granted to the financier
9. Representations and Warranties: Standard and specific representations and warranties from the client
10. Covenants: Positive and negative covenants binding the client
11. Events of Default: Circumstances constituting default and consequences
12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Guarantees: Required when personal or corporate guarantees are part of the security package
2. Insurance Requirements: Detailed insurance obligations when specific insurance coverage is required
3. Foreign Currency Provisions: Needed when purchase orders involve multiple currencies
4. Subordination Terms: Required when there are other creditors requiring intercreditor arrangements
5. Special Industry Provisions: Specific provisions for regulated industries or special business sectors
6. Collection Account Arrangements: Detailed procedures when using lockbox or specific collection accounts
7. Purchase Order Verification Procedures: Specific procedures for high-risk or high-value purchase orders
1. Schedule A - Advance Request Form: Standard form for requesting advances under the facility
2. Schedule B - Eligible Purchase Order Criteria: Detailed criteria for purchase orders that can be financed
3. Schedule C - Fee Schedule: Detailed breakdown of all fees and charges
4. Schedule D - Compliance Certificate: Form for periodic compliance reporting
5. Schedule E - Security Documents: List and copies of all security documents
6. Appendix 1 - Approved Buyers List: List of pre-approved buyers whose purchase orders can be financed
7. Appendix 2 - Operating Procedures: Detailed procedures for purchase order submission, verification, and funding
8. Appendix 3 - Reporting Requirements: Templates and requirements for periodic reporting
Advance Rate
Approved Buyer
Available Facility
Business Day
Closing Date
Collection Account
Collateral
Default
Default Rate
Eligible Purchase Order
Event of Default
Facility
Facility Amount
Facility Documents
Facility Termination Date
Finance Charge
Financial Statements
Financing Request
Governing Documents
Guarantor
Indebtedness
Interest Period
Lien
Material Adverse Change
Maturity Date
Maximum Facility Amount
Obligations
Permitted Liens
Purchase Order
Purchase Order Documents
PO Buyer
PO Seller
PPSA
Prime Rate
Priority Agreement
Proceeds
Processing Fees
Purchase Order Financing Rate
Related Rights
Repayment Date
Security
Security Agreement
Security Interest
Supplier
Term
Transaction Documents
UCC
Verification
Advance Mechanics
Security Interest
Repayment
Interest and Fees
Conditions Precedent
Representations and Warranties
Affirmative Covenants
Negative Covenants
Financial Covenants
Reporting Requirements
Events of Default
Remedies
Collection Rights
Indemnification
Assignment
Confidentiality
Notice Requirements
Amendment and Waiver
Governing Law
Dispute Resolution
Force Majeure
Termination
Entire Agreement
Severability
Further Assurance
Counterparts
Set-off Rights
Currency Provisions
Tax Provisions
Manufacturing
Wholesale Trade
Import/Export
Retail
Technology Hardware
Textiles and Apparel
Industrial Equipment
Consumer Goods
Agricultural Products
Construction Materials
Electronics
Medical Supplies
Automotive Parts
Food and Beverage
Finance
Treasury
Legal
Risk Management
Operations
Procurement
Accounts Receivable
Credit Control
Supply Chain
Commercial
Chief Financial Officer
Finance Director
Treasury Manager
Accounts Receivable Manager
Supply Chain Manager
Procurement Director
Commercial Finance Manager
Credit Manager
Financial Controller
Operations Director
Legal Counsel
Risk Manager
Working Capital Manager
Trade Finance Manager
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