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Master Receivables Purchase Agreement
"I need a Master Receivables Purchase Agreement governed by Philippine law for a bank purchasing trade receivables from multiple manufacturing companies, with a program limit of PHP 500 million, to be implemented by March 2025."
1. Parties: Identifies the seller and purchaser of the receivables
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Purchase and Sale Framework: Establishes the master framework for receivables purchases
5. Eligibility Criteria: Specifies the criteria that receivables must meet to be eligible for purchase
6. Purchase Mechanism: Details the process for offering and accepting receivables for purchase
7. Purchase Price and Payment: Specifies how purchase price is calculated and paid
8. Transfer and Perfection: Addresses requirements for legally effective transfer under Philippine law
9. Representations and Warranties: Standard and transaction-specific representations and warranties
10. Servicing Provisions: Requirements for collection and administration of purchased receivables
11. Covenants: Ongoing obligations of the parties
12. Events of Default: Circumstances constituting default and consequences
13. Termination: Termination events and process
14. Tax and Expenses: Allocation of tax liabilities and transaction expenses
15. Confidentiality: Confidentiality obligations and permitted disclosures
16. Notices: Process for giving notices under the agreement
17. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
18. Miscellaneous: Standard boilerplate provisions
1. Security Arrangements: Include if additional security is required for the seller's obligations
2. Credit Enhancement: Include if there are guarantees or other credit enhancement features
3. True Sale Provisions: Enhanced provisions if true sale characterization is critical
4. Data Protection: Include if personal data is involved in the receivables
5. Electronic Trading Platform: Include if an electronic platform will be used for offerings
6. Reserve Account: Include if a reserve account mechanism is required
7. Back-up Servicing: Include if back-up servicing arrangements are required
8. Currency Provisions: Include if multiple currencies are involved
1. Form of Offer Notice: Standard form for offering receivables for purchase
2. Form of Acceptance Notice: Standard form for accepting offered receivables
3. Purchase Price Calculation: Detailed methodology for calculating purchase price
4. Eligibility Criteria Details: Detailed specifications of eligibility requirements
5. Perfection Requirements: Detailed requirements for perfecting transfers under Philippine law
6. Form of Transfer Documents: Standard forms for documenting transfers
7. Servicing Requirements: Detailed servicing standards and requirements
8. Required Documents: List of required documentation for each purchase
9. Form of Reports: Standard forms for required reporting
10. Contact Details: Contact information for key personnel
11. Existing Receivables: Details of any receivables purchased at signing
Authors
Adverse Effect
Approved Debtor
Available Facility
Business Day
Collection Account
Collection Period
Cut-off Date
Debt
Default Interest Rate
Default Notice
Defaulted Receivable
Deferred Purchase Price
Dilution
Discount Rate
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Facility
Facility Limit
Final Maturity Date
Financial Indebtedness
Governmental Authority
Initial Purchase Price
Insolvency Event
Interest Period
Loss
Material Adverse Change
Maximum Tenor
Offer Notice
Outstanding Purchase Price
Perfection Requirements
Philippine Peso
Purchase Date
Purchase Price
Purchased Receivable
Receivables
Receivables Documents
Related Rights
Relevant Date
Reserve Account
Security Interest
Servicer Termination Event
Servicing Agreement
Settlement Date
Spot Rate
Termination Event
Transaction Documents
Transfer Documents
Trust Receipt
Underlying Contract
Utilization
Warranty
Purchase and Sale
Eligibility Criteria
Purchase Price
Payment Terms
Transfer and Assignment
Perfection Requirements
True Sale
Representations and Warranties
Servicing
Collections
Security Interest
Reporting
Information Covenants
Financial Covenants
Positive Covenants
Negative Covenants
Events of Default
Remedies
Set-off
Tax Gross-up
Indemnification
Confidentiality
Data Protection
Force Majeure
Assignment and Transfer
Amendments
Notices
Severability
Governing Law
Dispute Resolution
Entire Agreement
Counterparts
Banking and Financial Services
Manufacturing
Retail
Telecommunications
Utilities
Healthcare
Technology
Construction
Transportation and Logistics
Consumer Goods
Industrial Products
Energy
Legal
Finance
Treasury
Operations
Credit
Risk Management
Compliance
Trade Finance
Transaction Banking
Working Capital Management
Accounts Receivable
Business Development
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Corporate Lawyer
Accounts Receivable Manager
Credit Manager
Risk Manager
Operations Director
Working Capital Manager
Transaction Banking Manager
Trade Finance Manager
Financial Controller
Compliance Officer
Business Development Manager
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