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The Master Receivables Purchase Agreement is a sophisticated financial instrument used in trade finance and working capital optimization under Belgian law. It enables companies to monetize their accounts receivable by selling them to financial institutions or special purpose vehicles on an ongoing basis. This document type is particularly relevant when a company wishes to establish a long-term receivables purchase program rather than conducting one-off sales. The agreement covers all aspects of the receivables purchase arrangement, including detailed eligibility criteria, purchase price mechanisms, servicing arrangements, and regulatory compliance requirements specific to Belgium. It is designed to comply with Belgian civil law requirements for true sale characterization and includes necessary provisions for perfection of transfers under Belgian law. The document is typically used in conjunction with various operational schedules and appendices that provide detailed procedures for the day-to-day functioning of the program.

1. Parties: Identification of the Seller and Purchaser, including full legal names, registration details, and addresses

2. Background: Context of the agreement, nature of the Seller's business, and general purpose of the receivables purchase arrangement

3. Definitions: Comprehensive list of defined terms used throughout the agreement, including financial terms, document references, and key concepts

4. Sale and Purchase: Core provisions regarding the sale and purchase of receivables, including transfer mechanics and true sale provisions

5. Eligibility Criteria: Detailed criteria that receivables must meet to be eligible for purchase under the agreement

6. Purchase Price and Payment: Calculation methodology for purchase price, payment mechanics, and timing

7. Representations and Warranties: Statements of fact and assurances from both parties, particularly from the Seller regarding the receivables

8. Servicing and Collections: Provisions regarding the collection of receivables, appointment of servicer, and servicing standards

9. Undertakings: Ongoing obligations of the parties, particularly the Seller's obligations regarding the receivables

10. Events of Default: Circumstances constituting default and consequences thereof

11. Indemnification: Provisions regarding indemnification obligations of the parties

12. Confidentiality: Obligations regarding confidential information and data protection

13. Notices: Communication procedures and contact details for formal notices

14. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, amendments, etc.