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1. Parties: Identification of the Assignor and Assignee with full legal names and addresses
2. Background: Context of the assignment, including the business relationship and purpose of the assignment
3. Definitions: Key terms used throughout the agreement, including 'Receivables', 'Debtors', 'Assignment Date', etc.
4. Subject Matter of Assignment: Detailed description of the receivables being assigned and the scope of the assignment
5. Assignment and Transfer: Legal mechanics of the assignment, including the transfer of all ancillary rights
6. Purchase Price and Payment: Terms of payment for the assigned receivables, including calculation method and payment mechanics
7. Representations and Warranties: Assignor's warranties regarding the existence, ownership, and status of the receivables
8. Notification and Communication: Requirements and procedures for notifying debtors and handling communications
9. Data Protection: GDPR compliance provisions and data handling requirements
10. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Security Interests: Additional security provisions when the assignment is used as collateral
2. True Sale Provisions: Specific provisions ensuring the assignment qualifies as a true sale, needed for securitization transactions
3. Servicing Arrangements: Terms for ongoing servicing of the receivables if the assignor continues to collect
4. Credit Insurance: Provisions regarding existing credit insurance and its transfer or maintenance
5. Foreign Currency Provisions: Special provisions for receivables denominated in non-Euro currencies
6. Bank Account Pledge: Additional security through pledging of collection accounts, if required
1. Schedule 1 - Assigned Receivables: Detailed list of all receivables being assigned, including debtor information, amounts, and due dates
2. Schedule 2 - Form of Notice to Debtors: Template for notifying debtors of the assignment
3. Schedule 3 - Power of Attorney: Form of power of attorney for the Assignee to act in relation to the receivables
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms
5. Appendix A - Existing Security Interests: List of any existing security interests affecting the receivables
6. Appendix B - Collection Account Details: Specification of bank accounts used for collections and payments
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