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1. Parties: Identification of the Transferor and Transferee with complete legal details
2. Background: Context of the transfer, relationship between parties, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Transfer and Assignment: Core provisions regarding the transfer of receivables, including the nature and scope of transfer
5. Purchase Price and Payment Terms: Details of consideration, payment mechanism, and timing
6. Conditions Precedent: Conditions that must be satisfied before the transfer becomes effective
7. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the receivables
8. Covenants: Ongoing obligations of both parties throughout the agreement term
9. Notice Requirements: Requirements for notifying debtors and other relevant parties about the transfer
10. Events of Default: Circumstances constituting default and consequences thereof
11. Indemnification: Provisions for compensation in case of breach or misrepresentation
12. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Servicing Arrangements: Required when the transferor continues to service the receivables post-transfer
2. Credit Enhancement: Needed when additional security or guarantee is provided
3. Regulatory Compliance: Specific section for regulated industries or cross-border transfers
4. True Sale Provisions: Detailed provisions to establish true sale character when required for accounting or regulatory purposes
5. Recourse Provisions: When transfer includes full or limited recourse to the transferor
6. Future Receivables: Required for ongoing or recurring transfers of receivables
7. Collection Account Mechanics: When specific collection account arrangements are needed
8. Tax Provisions: Detailed tax provisions when complex tax implications are involved
9. Foreign Exchange Provisions: Required for cross-border transfers involving foreign currency
1. Schedule 1 - List of Receivables: Detailed list of receivables being transferred including relevant details like invoice numbers, amounts, due dates
2. Schedule 2 - Eligibility Criteria: Criteria that receivables must meet to be eligible for transfer
3. Schedule 3 - Forms of Notices: Standard forms of notices to be sent to debtors and other parties
4. Schedule 4 - Transfer Documents: List and copies of all documents required to effect the transfer
5. Schedule 5 - Power of Attorney: Format of power of attorney if required for collection or enforcement
6. Schedule 6 - Conditions Precedent Documents: List of documents required as conditions precedent
7. Appendix A - Calculation of Purchase Price: Methodology and formulae for calculating the purchase price
8. Appendix B - Operating Procedures: Detailed procedures for ongoing operations, especially if servicing is involved
Additional Receivables
Adverse Effect
Applicable Law
Assignment Date
Available Funds
Business Day
Calculation Date
Closing Date
Collection Account
Collection Period
Collections
Cut-off Date
Debtor
Default Interest
Defaulted Receivable
Discount Rate
Due Date
Eligibility Criteria
Eligible Receivables
Encumbrance
Event of Default
Face Value
Financial Statements
Government Authority
Indemnified Party
Insolvency Event
Interest Period
Material Adverse Change
Notification
Obligor
Outstanding Balance
Payment Date
Portfolio
Purchase Price
Receivables
Receivables Documents
Related Rights
Relevant Date
Reserve Account
Security Interest
Servicing Agreement
Settlement Date
Specified Account
Transaction Documents
Transfer
Transfer Date
Transferee
Transferor
True Sale
Trust and Retention Account
Underlying Contract
Purchase Price
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Notice Requirements
Collection Rights
Security Interest
True Sale
Recourse
Credit Enhancement
Servicing
Events of Default
Remedies
Indemnification
Set-off
Confidentiality
Force Majeure
Further Assurance
Amendment
Governing Law
Dispute Resolution
Notices
Severability
Assignment and Transfer
Entire Agreement
Counterparts
Stamp Duty
Tax
Anti-Money Laundering
Regulatory Compliance
Data Protection
Record Keeping
Audit Rights
Power of Attorney
Collection Account Operation
Trust and Retention Account
Cross-Default
Termination
Banking and Financial Services
Manufacturing
Information Technology
Telecommunications
Healthcare
Real Estate
Infrastructure
Retail
Energy and Utilities
Automotive
Pharmaceuticals
Consumer Goods
Professional Services
Legal
Finance
Treasury
Accounts Receivable
Credit Control
Risk Management
Compliance
Commercial
Business Development
Operations
Chief Financial Officer
Finance Director
Treasury Manager
Credit Controller
Accounts Receivable Manager
Legal Counsel
Commercial Director
Risk Manager
Compliance Officer
Finance Manager
Corporate Treasurer
Business Development Manager
Contract Manager
Financial Controller
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