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1. Parties: Identification of seller and purchaser of receivables
2. Background: Context of the agreement and business relationship
3. Definitions: Key terms including Eligible Receivables, Purchase Price, Cut-off Date
4. Purchase and Sale: Core transaction terms and mechanics
5. Representations and Warranties: Seller's assurances about receivables and business
6. Purchase Price and Payment: Pricing mechanism and payment terms
7. Servicing Provisions: Collection and administration of receivables
1. Security Interest: Back-up security interest provisions if true sale characterization might be challenged
2. Credit Enhancement: Additional protection mechanisms when required by purchaser's risk assessment
3. Third Party Rights: Rights of financing parties when purchaser is using external financing
1. Eligibility Criteria: Detailed criteria for acceptable receivables
2. Form of Purchase Notice: Template for individual purchase transactions
3. Form of Assignment: Template for formal assignment of receivables
4. Servicing Requirements: Detailed servicing procedures and standards
5. Initial Receivables Schedule: List of receivables included in initial purchase
6. Pricing Schedule: Detailed pricing methodology and calculations
Adjusted Purchase Price
Administration Agreement
Adverse Claim
Applicable Law
Assignment
Available Collections
Business Day
Closing Date
Collections
Collection Account
Collection Period
Contract
Cut-off Date
Defaulted Receivable
Delinquent Receivable
Dilution
Discount Factor
Eligible Receivable
Encumbrance
Event of Default
Face Amount
Financing Statement
Governmental Authority
Indemnified Amounts
Initial Purchase Date
Insolvency Event
Lock-Box
Loss Reserve
Material Adverse Effect
Obligor
Outstanding Balance
Purchase Date
Purchase Notice
Purchase Price
Purchased Receivable
Receivable
Related Rights
Related Security
Servicer
Servicing Fee
Settlement Date
Term
Transaction Documents
Transfer
True Sale
UCC
Underlying Contract
Purchase and Sale
True Sale Characterization
Purchase Price and Payment
Eligibility Criteria
Representations and Warranties
Covenants
Servicing
Collections and Payments
Security Interest
Indemnification
Confidentiality
Events of Default
Termination
Assignment and Transfer
Notices
Amendments and Waivers
Governing Law
Dispute Resolution
Further Assurance
Entire Agreement
Severability
Counterparts
Set-off Rights
Tax Matters
Record Keeping
Reporting Requirements
Credit Enhancement
Recourse
No Agency
Third Party Rights
Force Majeure
Costs and Expenses
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