The Master Receivables Purchase Agreement is a sophisticated financial instrument used in the Canadian market for companies seeking to monetize their accounts receivable or diversify their funding sources. This agreement establishes a framework under which a purchaser can buy multiple portfolios of receivables over time, without needing to negotiate new terms for each transaction. The document is particularly valuable for businesses with substantial recurring receivables who want to improve their working capital position or transfer credit risk. It must comply with Canadian federal and provincial laws, including the PPSA, PIPEDA, and relevant tax legislation. The agreement typically includes detailed provisions for purchase mechanics, eligibility criteria, representations and warranties, and servicing arrangements, making it suitable for both simple bilateral arrangements and more complex structured finance transactions.
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1. Parties: Identification of the seller and purchaser, including their legal status and jurisdiction of incorporation
2. Background: Context of the agreement, describing the seller's business and the nature of receivables to be sold
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including financial terms, eligibility criteria, and operational concepts
4. Sale and Purchase: Core provisions governing the sale and assignment of receivables, including true sale language and purchase price calculation
5. Eligibility Criteria: Detailed criteria that receivables must meet to be eligible for purchase
6. Purchase Procedures: Mechanics of offering and purchasing receivables, including offer notices, acceptance procedures, and payment terms
7. Representations and Warranties: Seller's and purchaser's representations about their capacity and authority, and specific representations about the receivables
8. Perfection and Protection: Requirements for perfecting the sale and protecting the purchaser's interests, including PPSA registrations
9. Covenants: Ongoing obligations of both parties, including reporting requirements and operational covenants
10. Events of Default: Circumstances constituting default and their consequences
11. Termination: Provisions for ending the agreement and its consequences
12. Confidentiality: Protection of confidential information and data privacy requirements
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Servicing: Required if the seller will continue to service the receivables post-sale, detailing servicing obligations and standards
2. Credit Enhancement: Include when deal requires reserves, overcollateralization, or other credit support mechanisms
3. Customer Notifications: Include when notification to underlying debtors is required or contemplated
4. Multi-jurisdiction Provisions: Required when receivables or debtors are located in multiple provinces
5. Currency Provisions: Include when receivables may be denominated in multiple currencies
6. Industry-Specific Provisions: Include provisions specific to particular industries (e.g., healthcare, government contracts)
7. Third Party Consents: Include when assignments require third party consents
8. Tax Matters: Detailed tax provisions when complex tax implications exist
1. Form of Purchase Notice: Standard form for offering receivables for purchase
2. Form of Assignment: Template for documenting individual assignments of receivables
3. Eligibility Criteria Details: Detailed specifications of eligibility requirements and exceptions
4. Purchase Price Calculations: Detailed methodology for calculating purchase price, including any discounts
5. Servicing Requirements: Detailed servicing procedures and requirements if applicable
6. Form of Servicer Report: Template for periodic reporting on collected receivables
7. Excluded Receivables: List of any specifically excluded receivables or debtor categories
8. Required Information Fields: Specification of required data fields for receivables information
9. Form of Debtor Notice: Template notice to debtors regarding assignment if required
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