全文目录如下：

TABLE OF CONTENTS

ARTICLE I CONTRIBUTION AND SALE OF RECEIVABLES

Section 1.1 Capitalization of Purchaser

Section 1.2 Purchases; Purchase Reports

Section 1.3 Payment for the Purchases

Section 1.4 Purchase Price Credit Adjustments

Section 1.5 Payments and Computations, Etc

Section 1.6 License of Software

Section 1.7 Intention of the Parties; Marking of Records; Further Assurances

Section 1.8 Characterization; Grant of Security Interest

ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Seller

ARTICLE III CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Purchase.

Section 3.2 Conditions Precedent to Subsequent Payments.

ARTICLE IV COVENANTS

Section 4.1 Affirmative Covenants of Seller.

Section 4.2 Negative Covenants of Seller.

ARTICLE V TERMINATION EVENTS

Section 5.1 Termination Events.

Section 5.2 Remedies

ARTICLE VI INDEMNIFICATION

Section 6.1 Indemnities by Seller

Section 6.2 Other Costs and Expenses.

Section 6.3 Taxes.

ARTICLE VII MISCELLANEOUS

Section 7.1 Waivers and Amendments.

Section 7.2 Notices.

Section 7.3 Protection of Ownership Interests of Purchaser.

Section 7.4 Confidentiality.

Section 7.5 Bankruptcy Petition.

Section 7.6 CHOICE OF LAW.

Section 7.7 CONSENT TO JURISDICTION.

Section 7.8 WAIVER OF JURY TRIAL.

Section 7.9 Integration; Binding Effect; Survival of Terms.

Section 7.10 Counterparts; Sever ability; Section References.

EXHIBITS AND SCHEDULES

Exhibit I - Definitions

Exhibit II - Chief Executive Office; Principal Place(s) of Business; Location(s) of Records; Federal Employer Identification Number; Other Names

Exhibit III - Lock Boxes, Lock Box Accounts, Depositary Accounts

Exhibit IV - Form of Financial Officer's Certificate

Exhibit V - Form of Subordinated Note

Exhibit VI - Form of Purchase Report

Schedule A List of Documents to Be Delivered to Purchaser Prior to the Closing Date

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