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Master Receivables Purchase Agreement for the United Kingdom

Master Receivables Purchase Agreement Template for England and Wales

A Master Receivables Purchase Agreement is a comprehensive legal framework governed by English and Welsh law that establishes the terms and conditions for the ongoing sale and purchase of receivables. It provides the mechanism for multiple sales of receivables over time under a single agreement, including pricing mechanisms, representations and warranties, and servicing arrangements. The agreement typically includes detailed provisions for the identification, sale, and administration of eligible receivables, as well as protections for both seller and purchaser.

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What is a Master Receivables Purchase Agreement?

The Master Receivables Purchase Agreement is designed for situations where a business wishes to monetize its receivables through multiple sales over time. This English and Welsh law agreement provides a efficient structure for recurring receivables sales, eliminating the need for separate sale agreements for each transaction. It typically includes comprehensive provisions covering eligibility criteria, purchase price calculations, representations and warranties, and ongoing servicing arrangements. The agreement is particularly useful for businesses seeking to improve working capital management or establish securitization programs.

What sections should be included in a Master Receivables Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser of the receivables

2. Background: Context of the agreement, commercial purpose, and brief description of the transaction structure

3. Definitions: Key terms and definitions used throughout the agreement

4. Sale and Purchase: Core provisions regarding the sale of receivables, including transfer mechanism and timing

5. Purchase Price: Calculation methodology, payment terms, and adjustment mechanisms for the purchase price

6. Representations and Warranties: Seller's assurances about receivables, business operations, and compliance with laws

7. Perfection Requirements: Steps required to perfect the sale, including notices and registrations

8. Servicing Provisions: Administration and collection of receivables post-sale, including reporting requirements

What sections are optional to include in a Master Receivables Purchase Agreement?

1. Security Provisions: Additional security arrangements and enforcement mechanisms when extra protection is required

2. Data Protection: Specific provisions for handling personal data associated with the receivables

3. Credit Enhancement: Additional credit support mechanisms such as reserves or overcollateralization

What schedules should be included in a Master Receivables Purchase Agreement?

1. Eligibility Criteria: Detailed criteria that receivables must meet to be eligible for purchase

2. Form of Transfer Notice: Standard form for notifying the transfer of receivables

3. Form of Assignment: Template for legal assignment documentation

4. Servicing Requirements: Detailed procedures for servicing, collecting, and reporting on the receivables

5. Purchase Price Calculation: Detailed methodology and formulas for calculating the purchase price

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Master Agreement

Cost

Free to use

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