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1. Parties: Identification of the Seller and Purchaser with full legal names and addresses
2. Background: Context of the transaction, nature of the receivables, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including 'Receivables', 'Purchase Price', 'Cut-off Date', etc.
4. Sale and Purchase: Core provisions detailing the sale of receivables, including true sale language and transfer mechanics
5. Purchase Price and Payment: Calculation and payment terms for the receivables, including any adjustments or deductions
6. Conditions Precedent: Conditions that must be satisfied before the sale becomes effective
7. Seller's Representations and Warranties: Warranties about the seller's authority, receivables quality, and absence of encumbrances
8. Purchaser's Representations and Warranties: Basic representations about purchaser's authority and capacity to enter the transaction
9. Covenants: Ongoing obligations of both parties, including notification requirements and documentation
10. Indemnification: Indemnities for breach of representations, warranties, or covenants
11. Term and Termination: Duration of agreement and circumstances allowing termination
12. Confidentiality: Protection of confidential information exchanged during the transaction
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate including governing law, assignment, amendments, etc.
1. Servicing Arrangements: Required if the seller will continue to service the receivables post-sale
2. Future Receivables: Include if the agreement covers receivables not yet in existence
3. Credit Enhancement: Include if there are guarantees, overcollateralization, or other credit support
4. Consumer Protection Provisions: Required if the receivables involve consumer debtors
5. Collection Account Arrangements: Include if specific account arrangements are needed for collections
6. Data Protection: Detailed section required if significant personal data is involved
7. Regulatory Compliance: Specific provisions needed if receivables are in regulated industries
8. Back-up Servicing: Include if a back-up servicer arrangement is required
1. Schedule of Receivables: Detailed list of all receivables being sold, including key information for each
2. Eligibility Criteria: Specific criteria that receivables must meet to be included in the sale
3. Form of Transfer Notice: Standard form for documenting individual transfers of receivables
4. Purchase Price Calculation: Detailed methodology for calculating the purchase price
5. Servicing Requirements: Detailed servicing standards and requirements if applicable
6. Required Notifications: Forms of notices required to perfect the sale or notify debtors
7. Security Registration Details: PPSA and other registration requirements and forms
8. Form of Bring-Down Certificate: Template for periodic confirmation of representations and warranties
Adverse Claim
Applicable Law
Business Day
Canadian Dollars
Closing Date
Collection Account
Collection Period
Collections
Contract
Cut-off Date
Data Protection Laws
Debtor
Default Interest Rate
Defaulted Receivable
Delinquent Receivable
Discount Rate
Eligible Receivable
Encumbrance
Event of Default
Face Amount
GST/HST
Governmental Authority
Indemnified Party
Insolvency Event
Material Adverse Effect
Notice of Assignment
Obligor
Outstanding Balance
Payment Date
Personal Information
PPSA
Purchase Date
Purchase Price
Purchased Receivables
Purchaser
Receivable
Receivables Documentation
Relevant Jurisdiction
Reporting Date
Required Information
Sale Notice
Seller
Servicer
Servicing Agreement
Settlement Date
Termination Event
Transaction Documents
Transfer Date
True Sale
Trust Account
Purchase Price
Payment Terms
Transfer Mechanics
True Sale
Conditions Precedent
Representations and Warranties
Covenants
Servicing
Collections
Security Interest
Perfection
Assignment
Data Protection
Privacy
Regulatory Compliance
Tax
Indemnification
Events of Default
Remedies
Termination
Force Majeure
Confidentiality
Notices
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Waiver
Further Assurance
Counterparts
Third Party Rights
Time of Essence
Financial Services
Banking
Manufacturing
Retail
Healthcare
Technology
Telecommunications
Energy
Construction
Professional Services
Transportation and Logistics
Consumer Goods
Insurance
Legal
Finance
Treasury
Credit and Collections
Risk Management
Compliance
Operations
Accounts Receivable
Commercial
Business Development
Investment
Portfolio Management
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Commercial Director
Credit Manager
Accounts Receivable Manager
Risk Manager
Compliance Officer
Investment Manager
Portfolio Manager
Structured Finance Manager
Operations Director
Financial Controller
Business Development Manager
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