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1. Parties: Identification of seller and purchaser with full legal details
2. Background: Context of the transaction and commercial rationale
3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation rules
4. Sale and Purchase: Core provisions regarding the transfer of receivables
5. Purchase Price and Payment: Calculation and payment mechanisms for the receivables
6. Conditions Precedent: Requirements to be met before purchases can commence
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Undertakings: Ongoing obligations of the parties
9. Perfection and Protection of Sale: Requirements for legally perfecting the sale of receivables
10. Collections and Payments: Management of receivables collections and payment flows
11. Taxes: Treatment of taxes and VAT implications
12. Data Protection and Confidentiality: Handling of personal data and confidential information
13. Events of Default: Circumstances constituting default and consequences
14. Termination: Rights and process for ending the agreement
15. Miscellaneous: Standard boilerplate provisions
16. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
1. Servicing Provisions: Required when the seller continues to service the receivables post-sale
2. Revolving Purchase Mechanism: Needed for ongoing purchase arrangements rather than one-time sales
3. Credit Enhancement: Include when additional security or support is required
4. Third Party Rights: Required when other parties have interests in the receivables
5. Back-up Servicing: Include when a back-up servicer arrangement is required
6. Parent Company Guarantee: When parent company support is required
7. Security Arrangements: Required when additional security is being provided
8. Set-off Protection: Include when set-off risks need specific treatment
1. Eligibility Criteria: Detailed criteria for receivables to qualify for purchase
2. Form of Transfer Notice: Standard form for notifying purchase of receivables
3. Purchase Price Calculation: Detailed methodology for calculating purchase price
4. Seller Power of Attorney: Form of power of attorney for perfection actions
5. Form of Debtor Notification: Template for notifying debtors of the assignment
6. Data Protection Provisions: Detailed data handling and protection requirements
7. Receivables List: Template for identifying and listing purchased receivables
8. Conditions Precedent Documents: List of required documentation
9. Service Level Agreement: Detailed servicing requirements if applicable
10. Forms of Reports: Templates for required reporting
Additional Purchase Date
Advance Rate
Agreed Form
Applicable Law
Assignment
Available Funds
Business Day
Calculation Date
Collection Account
Collection Period
Collections
Cut-off Date
Data Protection Laws
Debtor
Debtor Notification Event
Deductions
Default Interest
Defaulted Receivable
Deferred Purchase Price
Dilution
Disputed Receivable
Due Date
Eligibility Criteria
Eligible Debtor
Eligible Receivable
Encumbrance
Enforcement Event
Event of Default
Face Amount
Final Maturity Date
Financial Statements
GDPR
Governing Documents
Indebtedness
Initial Purchase Date
Insolvency Event
Legal Reservation
Material Adverse Effect
Maximum Portfolio Amount
Net Face Value
Notice of Assignment
Notification
Obligor
Offer
Outstanding Amount
Payment Date
Performance Triggers
Portfolio
Purchase Date
Purchase Price
Purchased Receivable
Purchaser
Receivable
Receivables List
Related Rights
Reporting Date
Required Information
Reserve Account
Security Interest
Security Purpose
Seller
Seller Credit and Collection Procedures
Servicer
Servicing Agreement
Settlement Date
Spot Rate
Tax
Transaction Documents
Transfer
Transfer Notice
Trust Receipt
VAT
Yield Protection
Purchase and Sale
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Servicing
Collections
Security Interest
Notice Requirements
Purchase Price
Transfer Mechanics
True Sale
Credit Enhancement
Events of Default
Termination
Set-off Rights
Data Protection
Confidentiality
Tax
Indemnification
Force Majeure
Governing Law
Dispute Resolution
Amendment
Severability
Entire Agreement
Assignment and Transfer
Notices
Counterparts
Third Party Rights
Further Assurance
Costs and Expenses
Limited Recourse
Non-Petition
Reporting Requirements
Information Undertakings
Change of Control
Anti-Money Laundering
Sanctions Compliance
Financial Services
Manufacturing
Retail
Healthcare
Technology
Construction
Energy
Telecommunications
Professional Services
Transportation
Consumer Goods
Industrial
Agriculture
Wholesale Trade
Legal
Finance
Treasury
Credit Management
Accounts Receivable
Risk Management
Compliance
Operations
Portfolio Management
Structured Finance
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Commercial Director
Credit Manager
Accounts Receivable Manager
Risk Manager
Compliance Officer
Operations Manager
Portfolio Manager
Structured Finance Manager
Working Capital Manager
Transaction Manager
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