The Receivables Purchase Agreement serves as a critical document in accounts receivable financing and factoring transactions under U.S. law. It is commonly used when businesses seek to monetize their receivables for immediate cash flow or when financial institutions acquire receivables as investments. The agreement must comply with UCC Article 9 and relevant state laws to ensure proper transfer of title and enforceability. Key considerations include true sale characteristics, perfection of security interests, and compliance with federal and state regulatory requirements.
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1. Parties: Identification of seller and purchaser of receivables
2. Background: Context of the transaction and nature of receivables being sold
3. Definitions: Key terms used throughout the agreement including Eligible Receivables, Purchase Price, Cut-off Date
4. Purchase and Sale: Core transaction terms including price, transfer mechanics, and true sale provisions
5. Representations and Warranties: Seller's assertions about the receivables, business, and authority to sell
6. Payment Terms: Purchase price calculation, payment mechanics, and timing of payments
7. Covenants: Ongoing obligations of parties including information delivery and maintenance of records
8. Events of Default: Circumstances constituting default and respective remedies
9. Indemnification: Mutual indemnification obligations and procedures
10. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Servicing Arrangements: Terms for ongoing servicing of receivables when seller continues to service the receivables
2. Security Interest: Backup security interest provisions when true sale characterization might be challenged
3. Credit Enhancement: Additional credit support mechanisms such as reserves or overcollateralization
4. Collection Account Provisions: Terms relating to establishment and operation of collection accounts when required
5. Buyback Provisions: Terms for repurchase of non-compliant receivables by seller
1. Schedule 1 - Receivables Schedule: Detailed list of receivables being sold including obligor details and outstanding amounts
2. Schedule 2 - Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase
3. Schedule 3 - Form of Assignment: Standard form for documenting individual assignments of receivables
4. Schedule 4 - Purchase Price Calculation: Detailed methodology for calculating purchase price including any discounts
5. Schedule 5 - Servicing Requirements: Detailed servicing procedures and requirements if applicable
6. Schedule 6 - Form of Servicer Report: Template for periodic reporting on receivables performance
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