10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

COMMISSION FILE NUMBER	333-56857
	333-56857-01
	333-56857-02

ALLIANCE LAUNDRY SYSTEMS LLC

ALLIANCE LAUNDRY CORPORATION

ALLIANCE LAUNDRY HOLDINGS LLC

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	39-1927923
DELAWARE	39-1928505
DELAWARE	52-2055893
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

P.O. BOX 990

RIPON, WISCONSIN 54971-0990

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(920) 748-3121

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  x	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No  x

The number of shares of Alliance Laundry Corporation’s common stock outstanding as of August 11, 2009: 1,000 shares

Alliance Laundry Systems LLC

Alliance Laundry Corporation

Alliance Laundry Holdings LLC

Form 10-Q

For The Quarterly Period Ended June 30, 2009

Table of Contents

		Page No.
PART I	Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008	3
	Condensed Consolidated Statements of Income (Loss) for the three and six months ended June 30, 2009 and June 30, 2008	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and June 30, 2008	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35
PART II	Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Submission of Matters to a Vote of Security Holders	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
Signatures		38

Throughout this quarterly report, we refer to Alliance Laundry Holdings LLC (“Alliance Holdings”), together with its consolidated operations, as “Company,” “Alliance,” “we,” “our,” and “us,” unless otherwise indicated. The reference to “Alliance Laundry” refers to our wholly-owned subsidiary, Alliance Laundry Systems LLC, a Delaware limited liability company, and its consolidated operations, unless otherwise indicated.

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PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALLIANCE LAUNDRY HOLDINGS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands)

	June 30, 2009		December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	15,845	$	14,314
Accounts receivable, net		17,471		13,775
Inventories, net		53,500		59,810
Retained beneficial interests in accounts receivable		33,061		28,168
Deferred income tax asset, net		4,833		4,730
Prepaid expenses and other assets		3,155		2,537
Total current assets		127,865		123,334
Notes receivable, net		1,354		4,666
Property, plant and equipment, net		65,544		69,099
Goodwill		182,666		182,464
Retained beneficial interests in financial assets		46,557		30,740
Deferred income tax asset, net		9,159		7,713
Debt issuance costs, net		5,284		6,202
Intangible assets, net		138,901		141,563
Total assets	$	577,330	$	565,781
Liabilities and Member(s)’ Equity
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	918	$	576
Revolving credit facility		—		—
Accounts payable		43,741		33,973
Other current liabilities		39,617		44,783
Total current liabilities		84,276		79,332
Long-term debt and capital lease obligations		289,565		310,152
Deferred income tax liability, net		5,331		5,485
Other long-term liabilities		25,578		24,934
Total liabilities		404,750		419,903
Commitments and contingencies (See Note 15)
Member(s)’ equity		172,580		145,878
Total liabilities and member(s)’ equity	$	577,330	$	565,781

The accompanying notes are an integral part of the financial statements.

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ALLIANCE LAUNDRY HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(unaudited)

(in thousands)

	Three Months Ended					Six Months Ended
	June 30, 2009			June 30, 2008		June 30, 2009			June 30, 2008
Net revenues:
Equipment and service parts	$	106,289		$	121,959	$	199,630		$	229,403
Equipment financing, net		(11,364	)		484		(8,340	)		2,955
Net revenues		94,925			122,443		191,290			232,358
Cost of sales		75,062			91,861		148,409			169,556
Gross profit		19,863			30,582		42,881			62,802
Selling, general and administrative expense		13,296			19,175		26,528			37,177
Securitization, impairment and other costs		6,393			74		6,740			553
Total operating expenses		19,689			19,249		33,268			37,730
Operating income (loss)		174			11,333		9,613			25,072
Interest expense		5,598			4,936		11,481			15,217
Income (loss) before taxes		(5,424	)		6,397		(1,868	)		9,855
Provision (benefit) for income taxes		(1,940	)		1,985		(662	)		3,583
Net income (loss)	$	(3,484)		$	4,412	$	(1,206	)	$	6,272

The accompanying notes are an integral part of the financial statements.

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ALLIANCE LAUNDRY HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Six Months Ended
	June 30, 2009			June 30, 2008
Cash flows from operating activities:
Net income (loss)	$	(1,206	)	$	6,272
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		8,623			9,669
Non-cash interest expense (income)		(1,067	)		886
Non-cash gain (loss) on commodity & foreign exchange contracts, net		(2,003	)		118
Non-cash executive unit compensation		335			3,393
Non-cash income from loan forgiveness		(65	)		(262	)
Non-cash charge for pension plan accrual		747			479
Deferred income taxes		(1,728	)		1,880
Other, net		—			35
Changes in assets and liabilities:
Accounts receivable		(65	)		(3,166	)
Inventories		6,410			(10,223	)
Retained beneficial interest		(20,824	)		(456	)
Other assets		(1,020	)		(489	)
Accounts payable		9,683			874
Other liabilities		(2,165	)		3,765
Net cash provided by (used in) operating activities		(4,345	)		12,775
Cash flows from investing activities:
Capital expenditures		(1,452	)		(4,572	)
Release of restricted cash		500			—
Proceeds on disposition of assets		—			65
Net cash used in investing activities		(952	)		(4,507	)
Cash flows from financing activities:
Principal payments on long-term debt		(20,000	)		(10,000	)
Change in other long-term debt, net		(223	)		(332	)
Member contributions		27,039			1,636
Net cash provided by (used in) financing activities		6,816			(8,696	)
Effect of exchange rate changes on cash and cash equivalents		12			483
Increase in cash and cash equivalents		1,531			55
Cash and cash equivalents at beginning of period		14,314			10,594
Cash and cash equivalents at end of period	$	15,845		$	10,649
Supplemental disclosure of cash flow information:
Cash paid for interest	$	12,216		$	13,967
Cash paid for income taxes	$	594		$	1,318

The accompanying notes are an integral part of the financial statements.

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Notes to Unaudited Condensed Consolidated Financial Statements

(Dollar amounts in thousands unless otherwise indicated)

NOTE 1. BASIS OF PRESENTATION

Our interim condensed consolidated financial statements are unaudited. We prepared the condensed consolidated financial statements following Securities and Exchange Commission rules for interim reporting. As permitted under those rules, a number of footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America have been condensed or omitted. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of our financial position and operating results. Net revenues and net earnings for any interim period are not necessarily indicative of future or annual results. This report on Form 10-Q for the quarter ended June 30, 2009 should be read in conjunction with our consolidated financial statements presented in our 2008 Annual Report on Form 10-K for the year ended December 31, 2008. Certain prior year amounts on the Condensed Consolidated Statement of Cash Flows have been reclassified for comparative purposes to conform to the current year presentation.

NOTE 2. INVENTORIES

Inventories are stated at cost using the first-in, first-out method, but not in excess of net realizable value, and consist of the following:

	June 30, 2009			December 31, 2008
Materials and purchased parts	$	25,645		$	24,910
Work in process		4,007			10,503
Finished goods		26,500			26,857
Inventory reserves		(2,652	)		(2,460	)
	$	53,500		$	59,810

NOTE 3. GOODWILL AND OTHER INTANGIBLES

The changes in the carrying value of goodwill for the six months ended June 30, 2009 are summarized below:

	Goodwill
Balance at December 31, 2008	$	182,464
Currency translation		202
Balance at June 30, 2009	$	182,666

Identifiable intangible assets, which are subject to amortization, consist primarily of customer agreements and distributor networks, engineering drawings, product designs and manufacturing processes, noncompete agreements, patents and computer software. These intangible assets are amortized over the assets’ estimated useful lives which range from two to twenty years. Intangible assets also include certain trademarks and trade names, which have an indefinite life. Such assets are not amortized, but are subject to an annual impairment test pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.”

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Amortization expense associated with identifiable intangible assets was as follows:

	Three Months Ended				Six Months Ended
	June 30, 2009		June 30, 2008		June 30, 2009		June 30, 2008
Amortization expense	$	1,351	$	1,719	$	2,712	$	3,476

The following is a summary of identifiable intangible assets as of June 30, 2009 and December 31, 2008:

	June 30, 2009						December 31, 2008
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Amortizable intangible assets	$	51,007	$	25,031	$	25,976	$	50,896	$	22,240	$	28,656
Non-amortizable intangible assets		112,925		—		112,925		112,907		—		112,907
	$	163,932	$	25,031	$	138,901	$	163,803	$	22,240	$	141,563

NOTE 4. ASSET BACKED FACILITY

According to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” a transfer of financial assets in which the transferor surrenders control over those assets is accounted for as a sale to the extent that consideration other than beneficial interests in the transferred assets is received in exchange. The Company sells all of its trade receivables and eligible notes receivable to third parties through a special-purpose bankruptcy remote entity designed to meet the SFAS No. 140 requirements for sale treatment. Accordingly, the Company removes these receivables from its balance sheet at the time of transfer.

In a subordinated capacity, we retain rights to the residual portion of cash flows, including interest earned, from the trade and notes receivable sold. This retained beneficial interest is recorded at its estimated fair value at the balance sheet date. In determining the gain or loss on sales of note receivables, the investment in the sold receivable pool is allocated between the portion sold and the portion retained, based on their relative fair values. The Company generally estimates the fair values of its retained interests based on the present value of expected future cash flows to be received, using its best estimate of key assumptions, including credit losses, prepayment rates, interest rates and discount rates commensurate with the risks involved. The retained beneficial interest is accounted for as a trading security and unrealized gains and losses resulting from changes in the estimated fair value of retained interests are recorded in income.

On June 26, 2009, Alliance Laundry, through a special-purpose bankruptcy remote subsidiary, Alliance Laundry Equipment Receivables 2009 LLC (“ALER 2009”), and a trust, Alliance Laundry Equipment Receivables Trust 2009-A (“ALERT 2009A”), entered into a one year $330.0 million revolving credit facility (the “Asset Backed Facility”), backed by equipment loans and trade receivables originated by us. Through June 25, 2010, the revolving period of the Asset Backed Facility (the “Revolving Period”), Alliance Laundry is permitted, from time to time, to sell its trade receivables and certain equipment loans to the special-purpose subsidiary, which in turn will transfer them to the trust. The trust finances the acquisition of the trade receivables and equipment loans through borrowings under the Asset Backed Facility in the form of funding notes, which are limited to an advance rate of approximately 85% for equipment loans and 55-65% for trade receivables. Funding availability for trade receivables is limited to a maximum of $60.0 million, while funding for equipment loans is limited to $330.0 million, less the amount of funding outstanding for trade receivables. Funding for the trade receivables and equipment loans is subject to certain eligibility criteria, including concentration and other limits, which are standard for transactions of this type. Provided no event of default or

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rapid amortization event has occurred and is continuing, the administrative agent and noteholders under the Asset Backed Facility have the right to extend the termination date of the Revolving Period to June 25, 2011. After the Revolving Period, or June 25, 2011 if the Revolving Period is extended (or earlier in the event of a rapid amortization event or an event of default), the trust will not be permitted to request new borrowings under the facility and the outstanding borrowings will amortize over a period of up to nine years. As of June 30, 2009, the balance of variable funding notes due to lenders under the Asset Backed Facility for equipment loans and trade receivables was $227.6 million and $43.4 million, respectively. For the three and six month periods ended June 30, 2009, Alliance Laundry incurred administrative fees of $6.2 million and $6.3 million, respectively, in 2009 in conjunction with the establishment of the Asset Backed Facility. These fees are included in the Securitization, impairment and other costs line of the Condensed Consolidated Statements of Income (Loss).

Additional advances under the Asset Backed Facility are subject to certain continuing conditions, including but not limited to (i) covenant restrictions relating to the weighted average life, weighted average interest rate and the amount of fixed rate equipment loans held by the trust; (ii) the absence of a rapid amortization event or event of default, as defined; (iii) our compliance, as servicer, with certain financial covenants; and (iv) no event having occurred which materially and adversely affects our operations.

The variable funding notes issued under the Asset Backed Facility will commence amortization, and borrowings under the Asset Backed Facility will cease prior to the end of the Revolving Period, or June 25, 2011 if the Revolving Period is extended, upon the occurrence of certain “rapid amortization events” which include: (i) a borrowing base shortfall exists and remains uncured; (ii) delinquency, dilution or default ratios on pledged receivables and equipment loans exceeding certain specified ratios in any given month; (iii) the days sales outstanding on receivables exceed a specified number of days; (iv) the occurrence and continuance of an event of default or servicer default under the Asset Backed Facility, including but not limited to, as servicer, a material adverse change in our business or financial condition and our compliance with certain required financial covenants; and (v) a number of other specified events.

The risk of loss to the note purchasers under the Asset Backed Facility resulting from default or dilution on the trade receivables and equipment loans is protected by credit enhancement, provided by us in the form of cash reserves, letters of credit and over-collateralization. All of the residual beneficial interests in the trust and cash flows remaining from the pool of receivables and loans after payment of all obligations under the Asset Backed Facility will accrue to the benefit of Alliance Laundry. Except for the retained interests and amounts of the letters of credit outstanding from time to time as credit enhancement, the Company provides no support or recourse for the risk of loss relating to default on the assets transferred to the trust. The Company also retains the servicing rights and receives a servicing fee for the trade receivables and equipment loans sold, and we are paid an annual servicing fee equal to 1.0% of the aggregate balance of such trade receivables and equipment loans. Since the servicing fee adequately compensates the Company for the retained servicing rights, the Company does not record a servicing asset or liability. The servicing fee is recognized over the remaining terms of the trade receivables and equipment loans sold.

The estimated fair value of Alliance Laundry’s beneficial interests in the accounts receivable and notes sold to ALER 2009 are based on the amount and timing of expected distributions to Alliance Laundry as the holder of the trust’s residual equity interests. Such distributions may be substantially deferred or eliminated, and result in an impairment of our residual interests, if repayment of the variable funding notes issued by ALERT 2009A are accelerated upon an event of default or rapid amortization event described above.

The Asset Backed Facility replaces a similar facility previously maintained with affiliates of Natixis Financial Products Inc., BMO Capital Markets Corp. and The Bank of Nova Scotia (the “ALERT 2005A Facility”). In connection with the establishment of the new facility on June 26, 2009, Alliance Laundry, through its special-purpose subsidiaries, repurchased and simultaneously resold the assets held by the ALERT 2005A Facility to the new Asset Backed Facility. As a result of a decrease from 95% to 85% in the advance rate for

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equipment loans and a 240 basis point increase in cost of funds for borrowings under the Asset Backed Facility as compared to the ALERT 2005A Facility, Alliance Laundry recorded an unfavorable mark-to-market adjustment of $13.6 million in June 2009. This mark-to-market adjustment is reflected in the Equipment financing, net line of the Condensed Consolidated Statements of Income (Loss).

At June 30, 2009 our retained beneficial interests in trade accounts receivable sold to ALER 2009 was $33.1 million and our estimated fair value of retained beneficial interests in notes sold was $46.5 million.

NOTE 5. DERIVATIVE FINANCIAL INSTRUMENTS

The Company adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”) on January 1, 2009. SFAS No. 161 is intended to improve the transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows.

Derivative instruments are accounted for at fair value in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. The accounting for changes in the fair value of a derivative depends on the intended use, designation and type of the derivative instrument. The Company does not designate any of its derivatives as hedges and as such records all changes in fair values as a component of earnings.

Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss we could incur if a counterparty were to default on a derivative contract. We primarily deal with investment grade counterparties and monitor the overall credit risk and exposure to individual counterparties. We do not anticipate nonperformance by any counterparties. The amount of counterparty credit exposure is the unrealized gains, if any, on such derivative contracts. We do not require, nor do we post, collateral or security on such contracts.

Hedging Strategy

We are exposed to certain risks relating to our ongoing business operations. As a result, we enter into derivative transactions to manage certain of these exposures that arise in the normal course of business. The primary risks managed by using derivative instruments are interest rate risks, fluctuations in foreign currency exchange rates, and commodity price fluctuations. Fluctuations in these rates and prices can affect our operating results and financial condition. We manage the exposure to these market risks through operating and financing activities and through the use of derivative financial instruments. We do not enter into derivative financial instruments for trading or speculative purposes.

Interest Rate Risk. Under the terms of our Senior Credit Facility, we are required to provide interest rate protection in the form of hedge agreements for at least 33 ^1/3% of the aggregate principal amount of our term loans for a period not less than three years, as of January 27, 2005. Borrowings outstanding under the Senior Credit Facility totaled $140.0 million at June 30, 2009, $110.0 million of which is covered by interest rate swap agreements and the balance of $30.0 million is variable rate term loan borrowings. We do not designate these contracts as hedge transactions under SFAS No. 133. Accordingly, the mark-to-market impact of these contracts is recorded each period to current earnings. An assumed 10% increase/decrease in the variable portion of the interest rate of 3.61% in effect at June 30, 2009 related to the variable rate term loan borrowings outstanding under the Senior Credit Facility would decrease/increase annualized earnings and cash flows by less than $0.1 million.

9

Foreign Currency Risk. We have manufacturing, sales and distribution facilities in Belgium and sales and distribution facilities in Norway and Spain and we make investments and enter into transactions denominated in foreign currencies. Although the vast majority of our international sales from our domestic operations are denominated in U.S. dollars, we are exposed to transactional and translational foreign exchange risk related to our foreign operations.

Regarding transactional foreign exchange risk, we enter into certain forward exchange contracts to reduce the variability of the earnings and cash flow impacts of nonfunctional currency denominated receivables and payables. We do not designate these contracts as hedge transactions under SFAS No. 133. Accordingly, the mark-to-market impact of these contracts is recorded each period to current earnings. At June 30, 2009, we were managing $9.6 million of Euro and Swedish Krona foreign currency contracts which are not designated as accounting hedges.

Our primary translation exchange risk exposure at June 30, 2009 was the Euro. Amounts invested in non-U.S. based subsidiaries are translated into U.S. dollars at the exchange rate in effect at quarter end. The resulting translation adjustments are recorded in accumulated other comprehensive income as foreign currency translation adjustments. The foreign currency translation adjustment component of accumulated other comprehensive income at June 30, 2009 was a $5.0 million gain. The net amount invested in foreign operations at June 30, 2009 was approximately $52.6 million, for which no hedges have been established.

Commodity Risk. We are subject to the effects of changing raw material and component costs caused by movements in underlying commodity prices. We purchase certain commodities, including steel, stainless steel and copper. In addition, we purchase raw materials and components containing various commodities, including nickel, zinc, aluminum and copper. We generally buy these raw materials and components based upon market prices that are established with the vendor as part of the procurement process.

From time to time, we enter into contracts with our vendors to lock in commodity prices for various periods to limit our near-term exposure to fluctuations in raw material and component prices. In addition, we enter into commodity hedge contracts to hedge certain commodity prices, such as nickel and copper, to reduce the variability on our earnings and cash flow impacts of purchasing raw materials containing such commodities. We do not designate these contracts as hedge transactions under SFAS 133. Accordingly, the mark-to-market impact of these contracts is recorded each period to current earnings. At June 30, 2009, we were managing $2.7 million of nickel hedge contracts and $0.7 million of copper hedge contracts which are not designated as accounting hedges.

The following table summarizes our outstanding derivative contracts and their effects on our Condensed Consolidated Balance Sheet at June 30, 2009:

			June 30, 2009
			Fair Value of
	Notional Amount		Hedge Assets		Hedge Liabilities		Location on Balance Sheet	Term
Undesignated derivatives
Interest swaps/options	$	110,000	$	—	$	1,824	Other current liabilities	Through 12/31/09
Foreign currency hedges	$	9,627		294		—	Other current liabilities	Various through 3/31/10
Commodity hedges	$	3,425		281		295	Other current liabilities	Various through 6/30/10
Total undesignated derivatives			$	575	$	2,119

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The effects of derivative instruments on our Condensed Consolidated Statements of Income (Loss) for the three and six months ended June 30, 2009 are as follows:

	Location in Statement of Income	Gain (Loss) Recognized on Undesignated Hedges
Undesignated Hedges		Three Months Ended June 30, 2009			Six Months Ended June 30, 2009
Interest swaps/options	Interest expense	$	(257	)	$	(234	)
Foreign currency hedges	Cost of sales		372			(56	)
Commodity hedges	Cost of sales		904			721
		$	1,019		$	431

NOTE 6. FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value, primarily related to financial products, included in our Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008 as summarized below:

	June 30, 2009
	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets
Derivative financial instruments	$	—	$	575	$	—	$	575
Securitized retained interests		—		—		79,618		79,618
Total assets	$	—	$	575	$	79,618	$	80,193
Liabilities
Derivative financial instruments	$	—	$	2,119	$	—	$	2,119
Total liabilities	$	—	$	2,119	$	—	$	2,119
	December 31, 2008
	Level 1		Level 2		Level 3		Total Assets / Liabilities at Fair Value
Assets
Derivative financial instruments	$	—	$	327	$	—	$	327
Securitized retained interests		—		—		58,908		58,908
Total assets	$	—	$	327	$	58,908	$	59,235
Liabilities
Derivative financial instruments	$	—	$	5,378	$	—	$	5,378
Total liabilities	$	—	$	5,378	$	—	$	5,378

Below is a roll-forward of assets measured at fair value using Level 3 inputs for the six months ended June 30, 2009 and June 30, 2008. These instruments, related to retained beneficial interests in equipment notes and trade receivables, were valued using pricing models that, in management’s judgment, reflect the assumptions a marketplace participant would use.

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	Securitized Retained Interests
Balance at December 31, 2008	$	58,908
Total gains (losses) realized/unrealized
Included in earnings		(9,572	)
Included in other comprehensive income (loss)		—
Purchases, issuances, and settlements, net		30,282
Balance at June 30, 2009	$	79,618
	Securitized Retained Interests
Balance at December 31, 2007	$	50,941
Total gains (losses) realized/unrealized
Included in earnings		1,703
Included in other comprehensive income (loss)		—
Purchases, issuances, and settlements, net		18
Balance at June 30, 2008	$	52,662

For the six months ended June 30, 2009, gains of $12.4 million and losses of $21.3 million on equipment note sales are included in earnings and reported in net revenues as equipment financing, net. Losses of $0.7 million on trade receivable sales are reported in selling, general and administrative expense. For the six months ended June 30, 2008, gains of $12.1 million and losses of $9.5 million on equipment note sales are included in earnings and reported in net revenues as equipment financing, net. Losses of $0.9 million on trade receivable sales are reported in selling, general and administrative expense.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturity of these financial instruments. The amounts reported for borrowings under the Senior Credit Facility approximate fair value since the underlying instruments bear interest at variable rates that re-price frequently. The fair value of the Senior Subordinated Notes at June 30, 2009 was approximately $130.7 million based upon prices prevailing in recent market transactions. The fair value of interest rate swaps and commodity and foreign exchange hedges are obtained based upon third party quotes as disclosed in Note 5 – Derivative Financial Instruments. See Note 11 – Long Term Debt and Capital Lease Obligations for further discussion of the terms of each of the components of our debt.

NOTE 7. INCOME TAXES

The income tax provision for the six months ended June 30, 2009 was determined by applying an estimated annual effective income tax rate of 33.7% to income before taxes less an adjustment of $20 thousand to record a state tax refund not previously expected. The estimated effective income tax rate was determined by applying statutory income tax rates to our annualized forecast of pretax income adjusted for certain permanent book to tax differences and tax credits. The effective income tax rate for the six months ended June 30, 2008 was 37.5% to income before taxes, plus a Financial Accounting Standards Board Interpretation No. 48 (“FIN 48”) charge of $0.2 million for Belgium taxes related to 2005 and 2006 less a $0.3 million credit for release of a state valuation allowance.

There are various factors that may cause our tax assumptions to change in the near term and, as a result, the Company may have to increase or decrease its valuation allowance against deferred income tax assets. The Company cannot predict whether future U.S. federal, foreign and state income tax laws and regulations might be

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passed that could have a material effect on its results of operations. The Company will assess the impact of significant changes to the U.S. federal, foreign and state income tax laws and regulations on a regular basis and update the assumptions and estimates used to prepare its consolidated financial statements when new regulations and legislation are enacted.

The Company has approximately $0.2 million of unrecognized tax benefits as of June 30, 2009 which, if recognized, would impact the effective tax rate. The Company does not anticipate that the net amount of unrecognized tax benefits will change significantly during the next twelve months. The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits in income tax expense. Prior to January 27, 2005, the Company did not provide for U.S. federal income taxes or tax benefits as the Company was a partnership for tax reporting purposes and the payment of federal and most state taxes was the responsibility of the partners. Tax years which remain subject to examination by tax authorities for the Company include years subsequent to January 27, 2005 in the United States and subsequent to 2006 in Belgium.

NOTE 8. GUARANTEES

The Company, through its special-purpose bankruptcy remote subsidiary, entered into the $330.0 million Asset Backed Facility as described in Note 4 above. Pursuant to the terms of the Asset Backed Facility, we provide credit enhancement to the note purchasers including an irrevocable letter of credit, which is an unconditional lending commitment of the lenders under the Senior Credit Facility, subject to certain limits. We are obligated under the reimbursement provisions of the Senior Credit Facility to reimburse the lenders for any drawings on the credit enhancement by the facility indenture trustee. If the credit enhancement is not replenished by us after a drawing, the trust will not be permitted to request new borrowings under the Asset Backed Facility and the Asset Backed Facility will begin to amortize. The amount of the irrevocable letter of credit related to the Asset Backed Facility at June 30, 2009 was $34.0 million.

We offer warranties to our customers depending upon the specific product and the product use. Standard product warranties vary from one to three years for most parts with certain components extending to five years. Certain customers have elected to buy without warranty coverage. The standard warranty program requires that we replace defective components within a specified time period from the date of installation. We also sell separately priced extended warranties associated with our products. We recognize extended warranty revenues over the period covered by the warranty in accordance with FTB 90-1, “Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts.”

We record an estimate for future warranty related costs based on actual historical incident rates and cost per incident trends. Based on an analysis of these and other factors, the carrying amount of our warranty liability is adjusted as necessary. While our warranty costs have historically been within our calculated estimates, it is possible that future warranty costs could exceed those estimates.

The changes in the carrying amount of our total product warranty liability were as follows:

	Six Months Ended
	June 30, 2009			June 30, 2008
Balance at beginning of period	$	7,985		$	7,748
Currency translation adjustment		9			127
Accruals for current and pre-existing warranties issued during the period		2,570			3,363
Settlements made during the period		(2,714	)		(2,767	)
Balance at end of period	$	7,850		$	8,471

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NOTE 9. RESTRUCTURING

No material restructuring expenses were incurred during the three or six months ended June 30, 2009. In the three and six months ended June 30, 2008, the Company incurred approximately $0.5 million and $0.6 million, respectively, of restructuring costs. These costs primarily related to the accrual for the settlement of the Cissell pension liability, the pension that covers the former Louisville, Kentucky employees (closed in 2006) and were recorded on the Securitization, impairment and other costs line of the Consolidated Statements of Income (Loss). The one time termination benefits below relate to the estimated settlement of the Cissell pension liability. As discussed further in Note 17 – Subsequent Events, the Company settled the Cissell pension liability in July 2009.

	Balance at December 31, 2007		Additions		Utilized Cash		Balance at June 30, 2008
One-time termination benefits	$	1,639	$	568	$	—	$	2,207
Other labor related costs		127		47		—		174
	$	1,766	$	615	$	—	$	2,381

NOTE 10. EMPLOYEE BENEFIT PLANS

The Company provides certain pension, healthcare and death benefits for eligible retirees and their dependents. The pension benefits are funded, while the healthcare and death benefits are not funded but are paid as incurred. Eligibility for coverage is based on meeting certain years of service and retirement qualifications. The components of periodic benefit costs for the three and six months ended June 30, 2009 and 2008 are as follows:

	Pension Benefits						Other Benefits
	Three Months Ended						Three Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Service cost	$	173		$	54		$	33		$	47
Interest cost		849			1,087			36			48
Expected return on assets		(782	)		(1,308	)		—			—
Amortization of prior service cost		1			2			(4	)		(5	)
Amortization of loss		274			—			5			19
Net periodic benefit cost	$	515		$	(165	)	$	70		$	109
	Pension Benefits						Other Benefits
	Six Months Ended						Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Service cost	$	346		$	479		$	66		$	81
Interest cost		1,697			1,904			71			84
Expected return on assets		(1,565	)		(2,398	)		—			—
Amortization of prior service cost		2			2			(9	)		(9	)
Amortization of loss		548			—			9			30
Net periodic benefit cost	$	1,028		$	(13	)	$	137		$	186

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Employer Contributions

The Company expects to contribute $2.1 million to its Alliance Laundry Systems defined benefit pension plans during 2009. As of June 30, 2009, the Company has made contributions totaling $0.4 million.

NOTE 11. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Debt consisted of the following at June 30, 2009 and December 31, 2008:

	June 30, 2009			December 31, 2008
Senior Credit Facility	$	140,000		$	160,000
Senior subordinated notes		149,664			149,617
Revolving credit facility		—			—
Other long-term debt		184			248
Capital lease obligations		635			863
Gross long-term debt		290,483			310,728
Less: current portion		(918	)		(576	)
	$	289,565		$	310,152

On September 15, 2008, Lehman Brothers Holdings Inc. (“Lehman”) filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Lehman Brothers Commercial Paper Inc, a subsidiary of Lehman, as administrative agent for the credit agreement dated as of January 15, 2005, as amended, (the “Credit Agreement”), and a revolver commitment, was replaced by Bank of America, N.A. on substantially the same terms during the first quarter of 2009.

After considering scheduled payments and voluntary prepayments made through June 30, 2009, the term loan facility requires quarterly principal payments of approximately $0.4 million beginning June 30, 2010 through December 31, 2011. The final principal payment of $137.5 million is due on January 27, 2012. At June 30, 2009, the Company had no outstanding borrowings under its Revolving Credit Facility. Proceeds from the issuance of a $15.0 million pay-in-kind note (“PIK Note”) by Alliance Finance LLC to a related party were used to pre-pay the Senior Credit Facility during the first quarter. See Note 13 – Member(s)’ Equity for further discussion of the PIK Note.

Interest rates on borrowings under the revolving credit and term loan facilities are variable and are equal to the base rate (which is the higher of the prime lending rate as set forth on the British Banking Association Telerate and the federal funds effective rate plus 0.5%) or the Eurodollar rate, “LIBOR”, (which will be the rate at which Eurodollar deposits for one, two, three or six months are offered in the interbank Eurodollar market) plus a specified margin. The margins are subject to adjustment, up or down, based on the Company’s corporate credit rating and are subject to step-downs if we meet certain leverage ratios. The interest rate on the term loans outstanding at June 30, 2009 was 3.61%.

To manage a portion of the Company’s exposure to changes in LIBOR based interest rates on its variable rate debt, the Company entered into interest rate swap agreements on July 21, 2006 and January 4, 2008 that effectively fix the interest payments on a portion of the Company’s variable rate debt. The July 21, 2006 swap, which had a termination date of March 4, 2009, effectively fixed the variable portion of the interest rate on the notional amount of $13.0 million of debt at 5.65% plus the applicable spread based on the terms of the Credit Agreement. The January 4, 2008 swap, which has a termination date of December 31, 2009, effectively fixes the variable portion of the interest rate on the notional amount of $110.0 million of debt at 3.96% plus the

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applicable spread based on the terms of the Credit Agreement. The Company recognized a gain reflecting changes in the fair value of its interest rate swaps of $0.5 million for the three months ended June 30, 2009, and a gain of $1.1 million for the six months ended June 30, 2009.

The Senior Credit Facility and the indenture governing the Senior Subordinated Notes contain a number of covenants that, among other things, restrict our ability to dispose of assets, repay other indebtedness (including, in the case of the Senior Credit Facility, the Senior Subordinated Notes), incur liens, make capital expenditures and make certain investments or acquisitions, engage in mergers or consolidation and otherwise restrict our operating activities. In addition, under the Senior Credit Facility, the Company is required to satisfy specified financial ratios and tests, including a maximum of total debt to Adjusted EBITDA (as defined in the Credit Agreement governing the Senior Credit Facility) and a minimum interest coverage ratio. As of June 30, 2009 the Senior Credit Facility requires the Company to satisfy a maximum Consolidated Total Debt (as defined in the Senior Credit Facility) to Adjusted EBITDA ratio of 4.50 to 1.00 and a minimum Adjusted EBITDA to Consolidated Cash Interest Expense ratio (as defined in the Senior Credit Facility) of 2.25 to 1.00. As of June 30, 2009 the Company’s Consolidated Total Debt to Adjusted EBITDA ratio was 4.12 to 1.00 and the Company’s Adjusted EBITDA to Consolidated Cash Interest Expense ratio was 2.97 to 1.00.

At June 30, 2009 based upon the maximum ratio of consolidated debt to Adjusted EBITDA allowable under the Senior Credit Facility of 4.50, we could have borrowed an additional $19.3 million of the available and unutilized Revolving Credit Facility, to finance our operations. We believe that future cash flows from operations, together with available borrowings under the Revolving Credit Facility, will be adequate to meet our anticipated requirements for capital expenditures, working capital, interest payments, scheduled principal payments and other debt repayments that may be required as a result of the scheduled ratio of consolidated debt to Adjusted EBITDA discussed above.

The Company’s ability to make scheduled payments of principal or to refinance its indebtedness, or to pay the interest or liquidated damages on its indebtedness, if any thereon, or to fund planned capital expenditures, or to meet its debt covenants, will depend upon the Company’s future performance, which, in turn, is subject to general economic, financial, competitive and other factors that are beyond the Company’s control. Negative global macroeconomic conditions continue to persist and may continue or further deteriorate in the near term. We have reduced our operating expenses and have secured lower costs for raw materials. We have also frozen salaries for the remainder of 2009 and implemented a temporary salary rollback. We continue to monitor our business plan for additional measures that could improve profitability. The Company also has the ability to defer non-critical capital expenditures. The Company currently expects to meet its obligations under its debt agreements including compliance with established financial covenants. However, if the economic environments in which we operate were to further deteriorate beyond current expectations, it could have a material adverse effect on our ability to remain in compliance with our covenants which would result in a material adverse effect on our liquidity and results of operations. Any amendment to or waiver of the covenants would likely involve substantial upfront fees, significantly higher annual interest costs and other terms significantly less favorable to the Company than those contained in its current credit facilities.

NOTE 12. RELATED PARTY TRANSACTIONS

On January 27, 2005, in connection with the acquisition of Alliance Holdings (“Alliance Acquisition”) and the related management investments in ALH Holding Inc (“ALH”), ALH established a stock option plan, primarily for the benefit of Alliance Laundry’s executive officers. As of the closing date of the Alliance Acquisition, ALH granted a total of 130,000 stock options among certain members of management. As of June 30, 2009, a total of 124,894 stock options remain outstanding after giving effect to certain additional options granted and options exercised. The granted options entitle the members of management to purchase shares of ALH’s common stock at an average option price of $106.56 per share at June 30, 2009, subject to certain requirements. As of June 30, 2009, stock options represented an aggregate of 8.0% of the fully diluted common

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shares of ALH common stock issuable upon exercise of stock options. As of June 30, 2009, approximately fifty-nine percent (59%) of the options granted were time based options, which vest according to anniversary dates, and the remaining forty-one percent (41%) of the options granted were “performance options” that generally vest in five annual installments based on Alliance Laundry’s achievement of certain specified annual or cumulative earnings targets during fiscal years 2005 through 2009.

Based upon a valuation of all granted stock options, we recognized $0.3 million and $3.4 million of compensation expense for the six months ended June 30, 2009 and 2008, respectively. We recognized $0.1 million of income and $1.9 million of compensation expense for the three months ended June 30, 2009 and 2008, respectively. No expense was recognized for the three or six months ended June 30, 2009 or June 30, 2008, respectively, for the performance options, as the specified annual targets for the respective periods were not attained and other earnings target requirements are currently not expected to be attained.

NOTE 13. MEMBER(S)’ EQUITY

On March 26, 2009 Alliance Finance LLC (Parent company of Alliance Holdings), as borrower, and our majority owner Ontario Teachers’ Pension Plan (“OTPP”), as lender, entered into a $15.0 million PIK Note. The note bears interest at a fixed rate of 17% and matures on July 15, 2013. Interest earned is capitalized into the note on a semi-annual basis. The PIK Note is not convertible into equity securities. On March 26, 2009, $14.5 million of the PIK Note proceeds were contributed to Alliance Laundry Systems LLC and were used to reduce the outstanding debt of our Senior Credit Facility. This contribution was recorded as an increase to member(s)’ equity.

On June 25, 2009, Alliance Finance LLC made an equity contribution of $12.5 million to Alliance Laundry Systems LLC. The source of funds for this contribution was an unsecured term loan guaranteed by both OTPP and restricted cash held by Alliance Finance LLC’s subsidiary, Alliance Laundry Finance LLC. Proceeds from the contribution were used to partially cover incremental retained interests and fees and expenses associated with the establishment of the Company’s new off balance sheet Asset Backed Facility. See Note 4 – Asset Backed Facility for additional discussion of the Asset Backed Facility. Interest on the term loan is payable in cash on a quarterly basis by Alliance Finance LLC. This contribution was recorded as an increase to member(s)’ equity.

Total comprehensive earnings (loss) were ($1.8) million for the quarter ended June 30, 2009, ($2.4) million for the six months ended June 30, 2009, $3.6 million for the quarter ended June 30, 2008 and $11.5 million for the six months ended June 30, 2008.

NOTE 14. SEGMENT INFORMATION

The Company manufactures and sells commercial laundry equipment that can be installed in a multitude of applications ranging from small chassis products used in commercial laundromats to large products used in institutional laundry applications. The Company maintains manufacturing facilities in Ripon, Wisconsin and Wevelgem, Belgium to fulfill orders throughout the world.

Prior to 2009, the Company organized its business by sales channel and managed the Company under two reportable segments, Commercial Laundry and European Operations. Given the Company’s significant market share in North America and its growth strategy for other regions of the world, the Company reorganized its business into geographic regions in the first quarter of 2009. This reorganization included a realignment of the Company’s sales organization and a change in internal reporting, among others. After the reorganization and based upon the information used by management for making operating decisions and assessing performance, the Company has the following operating segments: U.S. and Canada, Europe, Asia, Latin America, and the Middle East & Africa. The Company has determined that its operating segments are its reportable segments.

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The Company uses segment net revenues and gross profit as its measures of performance and to allocate resources. Management believes these are the best measures to help users of its financial statements predict future trends. In determining gross profit for our operating segments, the Company does not allocate certain manufacturing costs, including manufacturing variances and customer support expenses. Gross profit is determined by subtracting cost of sales from net revenues. Cost of sales is comprised of the costs of raw materials and component parts, plus costs incurred at the manufacturing plant level, including, but not limited to, labor and related fringe benefits, depreciation, supplies, utilities, property taxes and insurance.

General and administrative expenses, interest expense, other debt related expenses and the provision for income taxes are centrally managed. Consequently, these measures are not presented in the segment disclosures because they are not part of the segment profitability results reviewed by management.

Currently, assets are physically maintained in the United States and Belgium. However, due to common manufacturing lines and significant shared components across all five reportable segments, assets by reportable segment are not provided to the Company’s Chief Operating Decision Maker. As such, total assets by reportable segment are not disclosed.

Net revenues and gross profit as determined by the Company for its reportable segments are as follows:

	Three Months Ended				Six Months Ended
	June 30, 2009		June 30, 2008 (restated)		June 30, 2009		June 30, 2008 (restated)
	(in millions)				(in millions)
Net Revenues:
United States and Canada	$	65.0	$	83.2	$	134.3	$	158.2
Europe		13.8		19.0		27.6		38.8
Latin America		2.5		4.1		5.0		8.5
Asia		8.4		7.6		14.9		14.0
Middle East & Africa		5.2		8.5		9.5		12.9
	$	94.9	$	122.4	$	191.3	$	232.4
Gross Profit:
United States and Canada	$	11.2	$	20.2	$	26.3	$	41.9
Europe		4.0		5.0		8.1		11.0
Latin America		0.8		1.2		1.6		2.6
Asia		2.7		2.4		4.8		4.3
Middle East & Africa		1.2		1.8		2.1		3.0
	$	19.9	$	30.6	$	42.9	$	62.8

NOTE 15. COMMITMENTS AND CONTINGENCIES

Various claims and legal proceedings generally incidental to the normal course of business are pending or threatened against us. While the Company cannot predict the outcome of these matters, in the opinion of management, any liability arising thereunder will not have a material adverse effect on the business, financial condition and results of operations after giving effect to provisions already recorded. The Company has recorded accruals related to these matters of $1.2 million at June 30, 2009 and December 31, 2008.

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Environmental, Health and Safety Matters

We are subject to comprehensive and frequently changing federal, state and local environmental and occupational health and safety laws and regulations, including laws and regulations governing emissions of air pollutants, discharges of waste and storm water and the disposal of hazardous wastes. The Company is also subject to liability for the investigation and remediation of environmental contamination (including contamination caused by other parties) at the properties it owns or operates and at other properties where the Company or predecessors have arranged for the disposal of hazardous substances. As a result, we are involved, from time to time, in administrative and judicial proceedings and inquiries relating to environmental matters. There can be no assurance that we will not be involved in such proceedings in the future and that the aggregate amount of future clean-up costs and other environmental liabilities will not have a material adverse effect on our business, financial condition and results of operations. The Company believes that its facilities and operations are in material compliance with all environmental, health and safety laws.

NOTE 16. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2006 the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. SFAS 157 also expands financial statement disclosures about fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 which delays the effective date of SFAS 157 for one year, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company elected a partial deferral of SFAS 157 under the provisions of FSP 157-2 related to the measurement of fair value used when evaluating goodwill, other intangible assets and other long-lived assets for impairment and valuing asset retirement obligations and liabilities for exit or disposal activities. The Company adopted the remaining provisions of SFAS 157 on January 1, 2009. The adoption did not have a material impact on the Company’s consolidated financial position and results of operations.

In December 2007 the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”), which establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) requires contingent consideration to be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value to be recognized in earnings until settled. SFAS 141(R) also requires acquisition-related transaction and restructuring costs to be expensed rather than treated as part of the cost of the acquisition. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted SFAS 141(R) on January 1, 2009. Such adoption did not have a material impact on the Company’s consolidated financial position and results of operations.

In December 2007 the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements an Amendment of ARB No. 51” (“SFAS 160”), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of

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consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 also provides guidance when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company adopted SFAS 160 on January 1, 2009. Such adoption did not have a material impact on the Company’s consolidated financial position and results of operations.

In March 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. The Company adopted SFAS 161 on January 1, 2009. The disclosures required by SFAS 161 are included in Note 5 – Derivative Financial Instruments.

In April 2008 the FASB issued FASB Staff Position FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). This statement amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 141, “Goodwill and Other Intangible Assets,” and requires enhanced disclosures about the renewal or extension of the arrangements underlying intangible assets. This statement is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. With respect to the consideration of factors affecting renewals or extensions, this statement shall be applied prospectively to intangible assets acquired after the effective date. With respect to the disclosure requirements, this statement shall be applied prospectively to intangible assets recognized as of, and subsequent to, the effective date. The Company adopted FSP FAS 142-3 on January 1, 2009. Such adoption did not have a material impact on its consolidated financial position and results of operations.

In December 2008, the FASB affirmed Staff Position No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional disclosures about assets held in an employer’s defined benefit pension or other postretirement plan, primarily related to categories and fair value measurements of plan assets. FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The adoption of FSP FAS 132(R)-1 is not expected to have a material impact on our financial statements.

In April 2009 the FASB issued FASB Staff Position FAS 107-1 and APB 28-1: “Interim Disclosures about Fair Value of Financial Instruments” (“FSP 107-1 and APB 28-1”). FSP 107-1 and APB 28-1 amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 and APB 28-1 was effective for interim periods ending after June 15, 2009. The Company adopted FSP 107-1 and APB 28-1 on June 30, 2009. The disclosures required by FSP 107-1 and APB 28-1 are included in Note 6 – Fair Value Measurements.

In April 2009 the FASB issued FASB Staff Position FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. generally accepted accounting principles for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP FAS 115-2 and FAS 124-2 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. FSP FAS 115-2 and FAS 124-2 was effective for interim periods ending after June 15, 2009. The Company adopted FSP FAS 115-2 and FAS 124-2 on June 30, 2009. Such adoption did not have a material impact on our consolidated financial position and results of operations.

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In April 2009, the FASB issued Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides additional guidance for estimating fair value in accordance with SFAS 157. We adopted the provisions of FSP FAS 157-4 on June 30, 2009. Such adoption did not have a material impact on our consolidated financial position and results of operations.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the provisions of SFAS 165 on June 30, 2009. Refer to Note 17 – Subsequent Events for a discussion of identified transactions requiring disclosure that occurred after June 30, 2009.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 is a revision to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and will require more information about transfers of financial assets and where companies have continuing exposure to the risk related to transferred financial assets. It eliminates the concept of a qualifying special purpose entity (“QSPE”), changes the requirements for derecognizing financial assets and requires additional disclosure. This standard is effective for interim and annual periods beginning after November 15, 2009. We will adopt SFAS 166 on January 1, 2010. We are currently evaluating the impact of adoption of SFAS 166 on the Company’s consolidated financial statements. However, upon adoption of SFAS 166, the Company expects that ALERT 2009A will no longer qualify as a QSPE and the receivables and debt held by ALERT 2009A would be included in our Condensed Consolidated Balance Sheets.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 is intended to improve financial reporting by providing additional guidance to companies involved with variable interest entities and by requiring additional disclosures about a company’s involvement in variable interest entities. This standard is effective for interim and annual periods beginning after November 15, 2009. We are currently evaluating the impact of adoption of SFAS 167 on the Company’s consolidated financial statements. However, upon adoption of SFAS 167, the Company expects that ALERT 2009A will no longer qualify as a QSPE and the receivables and debt held by ALERT 2009A would be included in our Condensed Consolidated Balance Sheets.

NOTE 17. SUBSEQUENT EVENTS

We have evaluated subsequent events through the issuance of our condensed consolidated financial statements on August 11, 2009.

On July 22, 2009, the Company finalized an agreement to purchase an annuity that will fund the pension benefits for the former employees of the Company’s previously closed Louisville, Kentucky manufacturing facility. The purchase price of the annuity was $9.7 million and will result in a gain of approximately $0.6 million that will be recognized in the third quarter of 2009. The gain represents the difference between the previously accrued liability, discussed in Note 9 – Restructuring, plus the balance of plan assets less the annuity purchase price.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis (“MD&A”) should be read in conjunction with the financial statements and notes appearing elsewhere in this report and in our 2008 Annual Report on Form 10-K. All dollar amounts are in thousands unless otherwise indicated.

OVERVIEW

We believe that we are a leading global designer, manufacturer and marketer of commercial laundry equipment used in laundromats, multi-housing laundries and on-premise laundries. Under the well-known brand names of Speed Queen^®, UniMac^®, Huebsch^® , IPSO^®, and Cissell^®, we produce a full line of commercial washing machines and dryers with load capacities from 12 to 200 pounds. We have been a leader in the United States and Canada stand-alone commercial laundry equipment industry for more than ten years. With the addition of our foreign operations and our ability to offer a complete range of brands and products throughout the world, we believe that we are a leader in the global stand-alone commercial laundry equipment industry.

Stand-alone commercial laundry equipment industry revenues are primarily driven by population growth and the replacement cycle of laundry equipment. With economic conditions having limited effect on the frequency of use and, therefore, the useful life of laundry equipment, industry revenues have historically been relatively stable. A majority of our revenues are generated by recurring sales of replacement equipment and service parts.

During the quarter ended June 30, 2009, our industry, as many other industries both in the United States and abroad, faced continuing significant macroeconomic challenges, including significant instability in the financial markets. These challenges have impacted the global economy, the capital markets, our operating costs and global demand for our products and led to higher material costs, fluctuating foreign currency exchange rates, liquidity strain on our suppliers, decreased availability of financing for our customers and reduced new construction of laundry facilities in certain countries. We expect these conditions to continue in the near term.

Prior to 2009, we organized our business by sales channel and managed the Company under two reportable segments, Commercial Laundry and European Operations. Given our significant market share in North America and our growth strategy for other regions of the world, we reorganized our business into geographic regions in the first quarter of 2009. This reorganization included a realignment of our sales organization and a change in internal reporting, among others. After the reorganization and based upon the information used by management for making operating decisions and assessing performance, we have the following operating segments: U.S. and Canada, Europe, Asia, Latin America, and the Middle East & Africa. We have determined that our operating segments are our reportable segments.

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RESULTS OF OPERATIONS

Quarter Ended June 30, 2009 as Compared to Quarter Ended June 30, 2008

The following table sets forth our consolidated net revenues for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30, 2009		June 30, 2008 (restated)		Change		June 30, 2009		June 30, 2008 (restated)		Change
	(in millions)						(in millions)
Net revenues:
United States and Canada	$	65.0	$	83.2	(21.9	%)	$	134.3	$	158.2	(15.1	%)
Europe		13.8		19.0	(27.4	%)		27.6		38.8	(28.9	%)
Latin America		2.5		4.1	(39.0	%)		5.0		8.5	(41.2	%)
Asia		8.4		7.6	10.5	%		14.9		14.0	6.4	%
Middle East & Africa		5.2		8.5	(38.8	%)		9.5		12.9	(26.4	%)
	$	94.9	$	122.4	(22.5	%)	$	191.3	$	232.4	(17.7	%)

Net revenues. Net revenues for the quarter ended June 30, 2009 decreased $27.5 million, or 22.5%, to $94.9 million from $122.4 million for the quarter ended June 30, 2008. Included in net revenues was an unfavorable $13.6 million non-cash mark-to-market adjustment related to the establishment of the new Asset Backed Facility. Approximately $8.4 million of the non-cash mark-to-market adjustment was related to a 240 basis point increase in the cost of funds for borrowings and approximately $4.9 million was related to a decrease in the advance rate and related effects on equipment notes sold to the Asset Backed Facility. Excluding the Asset Backed Facility adjustment, revenues decreased $13.9 million or 11.4% as compared to the quarter ended June 30, 2008. The net revenues decrease of $27.5 million was primarily attributable to a decrease in United States and Canada revenues of $18.2 million, a decrease in Europe revenues of $5.2 million and a decrease in Middle East and Africa revenues of $3.3 million. The decrease in United States and Canada revenues was due to decreased revenues from laundromats, on-premise laundries and service part customers, as well as $11.9 million of lower net earnings from our off-balance sheet equipment financing program, which includes the unfavorable $13.6 million mark-to-market adjustment. The decrease in Europe revenues was most significant in Eastern Europe, due to a continuing lack of credit availability to customers. The decrease in Latin America revenues reflects a continuing lack of credit availability to customers as well as lower sales due to the strength of the U.S. dollar as compared to local currencies. Total Company revenues for the quarter include price increases of approximately $2.7 million, offset by a decrease of $16.7 million of sales volume and sales mix and $2.1 million related to exchange rates. The price increases occurred primarily in the United States and Canada. The unfavorable exchange rate impacts occurred primarily in Europe.

Gross profit. Gross profit for the quarter ended June 30, 2009 decreased $10.7 million, or 35.1%, to $19.9 million from $30.6 million for the quarter ended June 30, 2008. Total Company gross profit for the quarter includes price increases of approximately $2.7 million which were offset by the $11.9 million of lower net earnings from our off-balance sheet equipment financing program, $5.2 million of reduced gross profits due to a decrease in sales volume and sales mix and $0.6 million related to exchange rates. Total gross profit for the quarter also includes $3.6 million of lower raw material and distribution costs. United States and Canada gross profit decreased as a result of lower sales volume and mix and as a result of the $11.9 million of lower net earnings from our off-balance sheet equipment financing program. These decreases were partly offset by price increases and lower raw material and distribution costs. Europe gross profit decreased as a result of lower sales volume and mix, price reductions and unfavorable exchange rate impacts. Latin America gross profit decreased primarily as a result of lower sales volume and mix. Middle East and Africa gross profit decreased primarily as a result of lower sales volume and mix. Gross profit as a percentage of net revenues decreased to 20.9% for the quarter ended June 30, 2009 from 25.0% for the quarter ended June 30, 2008.

Selling, general and administrative expense. Selling, general and administrative expense for the quarter ended June 30, 2009 decreased $5.9 million, or 30.7%, to $13.3 million from $19.2 million for the quarter ended June 30, 2008. The decrease in selling, general and administrative expense was primarily due to $1.3 million of reduced sales and marketing expenses, $1.9 million of reduced product development costs, $2.0 million of reduced non-cash incentive compensation related to the Company’s stock option program and $0.5 million of reduced legal expenses. As a result of these factors, selling, general and administrative expense as a percentage of net revenues decreased to 14.0% for the quarter ended June 30, 2009 as compared to 15.7% for the quarter ended June 30, 2008.

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Securitization, impairment and other costs. Securitization, impairment and other costs for the quarter ended June 30, 2009 of $6.4 million increased by $6.3 million as compared to the quarter ended June 30, 2008. Securitization, impairment and other costs for the quarter ended June 30, 2009 included $6.2 million of transaction costs incurred in establishing the new Asset Backed Facility for the sale of equipment notes and trade receivables and $0.2 million related to the Louisville, Kentucky pension plan termination. Securitization, impairment and other costs for the quarter ended June 30, 2008 included $0.1 million related to the Louisville, Kentucky pension plan termination. Securitization, impairment and other costs as a percentage of net revenues was 6.7% for the quarter ended June 30, 2009 and less than 0.1% for the quarter ended June 30, 2008.

Operating income. As a result of the foregoing, operating income for the quarter ended June 30, 2009 decreased $11.2 million, or 98.5%, to $0.2 million as compared to $11.3 million for the quarter ended June 30, 2008. Operating income as a percentage of net revenues decreased to 0.2% for the quarter ended June 30, 2009 as compared to 9.3% for the quarter ended June 30, 2008.

Interest expense. Interest expense for the quarter ended June 30, 2009 increased $0.7 million, or 13.4%, to $5.6 million from $4.9 million for the quarter ended June 30, 2008. The increase in interest expense was primarily attributable to an unfavorable non-cash impact of $1.6 million to reflect adjustments in the fair values of interest rate swap agreements. The year to year unfavorable impact was partially offset by lower average borrowing amounts and lower average borrowing rates for the quarter ended June 30, 2009 as compared to the quarter ended June 30, 2008. Interest expense as a percentage of net revenues increased to 5.9% for the quarter ended June 30, 2009 as compared to 4.0% for the quarter ended June 30, 2008.

Income tax provision (benefit). The (benefit) provision for income taxes for the quarter ended June 30, 2009 was $(1.9) million as compared to $2.0 million for the quarter ended June 30, 2008. The income tax rate was 35.8% for the quarter ended June 30, 2009 as compared to 31.0% for the quarter ended June 30, 2008.

Net income (loss). As a result of the foregoing, our net income for the quarter ended June 30, 2009 decreased $7.9 million, or 179.0%, to a loss of $3.5 million as compared to income of $4.4 million for the quarter ended June 30, 2008. Net income as a percentage of net revenues for the quarter ended June 30, 2009 was a negative 3.7% as compared to a positive 3.6% for the quarter ended June 30, 2008.

Six Months Ended June 30, 2009 as Compared to Six Months Ended June 30, 2008

Net revenues. Net revenues for the six months ended June 30, 2009 decreased $41.1 million, or 17.7%, to $191.3 million from $232.4 million for the six months ended June 30, 2008. Excluding the impact of an unfavorable $13.6 million non-cash mark-to-market adjustment related to the establishment of the new Asset Backed Facility recorded in the second quarter, sales decreased $27.5 million or 11.8% as compared to the six months ended June 30, 2008. The net revenues decrease of $41.1 million was primarily attributable to a decrease in United States and Canada revenues of $23.9 million, a decrease in Europe revenues of $11.2 million, a decrease in Latin America revenues of $3.5 million and a decrease in Middle East and Africa revenues of $3.4 million. The decrease in United States and Canada revenues was due to decreased revenues from laundromats, on-premise laundries and service part customers, as well as $11.3 million of lower net earnings from our off-balance sheet equipment financing program, which includes the unfavorable $13.6 million non-cash mark-to-market adjustment. The decrease in Europe revenues was most significant in Eastern Europe, due to a lack of credit availability to customers. The decrease in Latin America revenues reflects a lack of credit availability to customers as well as lower sales due to the strength of the U.S. dollar as compared to local currencies. Total Company revenues for the six months ended June 30, 2009 include price increases of

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approximately $5.8 million, offset by a decrease of $31.8 million of sales volume and sales mix and $4.3 million related to exchange rates. The price increases occurred primarily in the United States and Canada. The unfavorable exchange rate impacts occurred primarily in Europe.

Gross profit. Gross profit for the six months ended June 30, 2009 decreased $19.9 million, or 31.7%, to $42.9 million from $62.8 million for the six months ended June 30, 2008. Total Company gross profit for the six months ended June 30, 2008 includes price increases of approximately $5.8 million which were offset by $11.3 million of lower net earnings from our off-balance sheet equipment financing program, $10.5 million of reduced gross profits due to a decrease in sales volume and sales mix and $1.3 million related to exchange rates. Total gross profit for the six months ended June 30, 2009 also includes $3.0 million of higher raw material and distribution costs. United States and Canada gross profit decreased as a result of lower sales volume and mix as well as higher raw material and distribution costs, which include the $3.3 million of higher material costs associated with beginning inventory balances and due to the $11.3 million of lower net earnings from our off-balance sheet equipment financing program. These decreases were partly offset by price increases. Europe gross profit decreased as a result of lower sales volume and mix and exchange rates. Latin America gross profit decreased primarily as a result of lower sales volume and mix. Gross profit as a percentage of net revenues decreased to 22.4% for the six months ended June 30, 2009 from 27.0% for the six months ended June 30, 2008.

Selling, general and administrative expense. Selling, general and administrative expense for the six months ended June 30, 2009 decreased $10.6 million, or 28.6%, to $26.5 million from $37.2 million for the six months ended June 30, 2008. The decrease in selling, general and administrative expense was primarily due to $2.8 million of reduced sales and marketing expenses, $3.0 million of reduced product development costs, $3.1 million of reduced non-cash incentive compensation related to the Company’s stock option program and $0.9 million of reduced legal expenses. As a result of these factors, selling, general and administrative expense as a percentage of net revenues decreased to 13.9% for the six months ended June 30, 2009 as compared to 16.0% for the six months ended June 30, 2008.

Securitization, impairment and other costs. Securitization, impairment and other costs for the six months ended June 30, 2009 of $6.7 million increased by $6.2 million as compared to the six months ended June 30, 2008. Securitization, impairment and other costs for the six months ended June 30, 2009 included $6.3 million of transaction costs incurred in establishing a new asset backed facility for the sale of equipment notes and trade receivables, $0.2 million related to the Louisville, Kentucky pension plan termination and $0.3 million related to the Lehman bankruptcy. Securitization, impairment and other costs for the six months ended June 30, 2008 included $0.6 million related to the Louisville, Kentucky pension plan termination. Securitization, impairment and other costs as a percentage of net revenues was 3.5% for the six months ended June 30, 2009 and 0.2% for the six months ended June 30, 2008.

Operating income. As a result of the foregoing, operating income for the six months ended June 30, 2009 decreased $15.5 million, or 61.7%, to $9.6 million from $25.1 million for the six months ended June 30, 2008. Operating income as a percentage of net revenues decreased to 5.0% for the six months ended June 30, 2009 as compared to 10.8% for the six months ended June 30, 2008.

Interest expense. Interest expense for the six months ended June 30, 2009 decreased $3.7 million, or 24.6%, to $11.5 million from $15.2 million for the six months ended June 30, 2008. The decrease in interest expense was primarily attributable to a favorable non-cash impact of $2.0 million to reflect adjustments in the fair values of interest rate swap agreements. The year to year improvement in interest expense is also attributable to lower average borrowing amounts and lower average borrowing rates for the six months ended June 30, 2009 as compared to the six months ended June 30, 2008. Interest expense as a percentage of net revenues decreased to 6.0% for the six months ended June 30, 2009 as compared to 6.5% for the six months ended June 30, 2008.

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Income tax provision (benefits). The (benefit) provision for income taxes for the six months ended June 30, 2009 was $(0.7) million as compared to $3.6 million for the six months ended June 30, 2008. The income tax rate was 35.4% for the six months ended June 30, 2009 as compared to 36.4% for the six months ended June 30, 2008.

Net income (loss). As a result of the foregoing, our net income for the six months ended June 30, 2009 decreased $7.5 million, or 119.2%, to a loss of $1.2 million as compared to income of $6.3 million for the six months ended June 30, 2008. Net income as a percentage of net revenues for the six months ended June 30, 2009 was a negative 0.6% as compared to a positive 2.7% for the six months ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are cash flows generated from operations and potential borrowings under our $55.0 million Revolving Credit Facility. Our principal uses of liquidity are to meet debt service requirements, finance our capital expenditures and provide working capital. We expect that capital expenditures in 2009 will not exceed $6.5 million. We have invested $1.5 million in capital expenditures for the six months ended June 30, 2009. The aggregate scheduled maturities of long-term debt and capitalized lease obligations in subsequent years, after giving effect to the scheduled payments and $20.0 million of voluntary prepayments made year to date through June 30, 2009, are as follows:

Year	Long-term Debt		Capital Lease Obligation		Amount Due
2009	$	65	$	228	$	293
2010		1,209		403		1,612
2011		1,455		4		1,459
2012		137,455		—		137,455
2013		150,000		—		150,000
Thereafter		—		—		—
	$	290,184	$	635	$	290,819
Less: Unamortized discount on long-term debt						(336	)
Long-term debt and capital lease obligations, net					$	290,483

On March 26, 2009, Alliance Finance LLC (Parent company of Alliance Holdings), as borrower, and OTPP, as lender, entered into a $15.0 million PIK Note. On March 26, 2009, $14.5 million of the PIK Note proceeds were contributed to Alliance Laundry Systems LLC and were used to reduce the outstanding debt of our Senior Credit Facility.

On June 25, 2009, Alliance Finance LLC made an equity contribution of $12.5 million to Alliance Laundry Systems LLC. The source of funds for this contribution was an unsecured term loan guaranteed by both OTPP and restricted cash held by Alliance Finance LLC’s subsidiary, Alliance Laundry Finance LLC. Proceeds from the contribution were used to partially cover incremental retained interests and fees and expenses associated with the establishment of the Company’s new off balance sheet Asset Backed Facility. See Note 4 – Asset Backed Facility for additional discussion of the Asset Backed Facility. Interest on the term loan is payable in cash on a quarterly basis by Alliance Finance LLC. This contribution was recorded as an increase to member(s)’ equity.

The Senior Credit Facility and the indenture governing the Senior Subordinated Notes (the “Notes Indenture”) contain a number of covenants that, among other things, restrict our ability to dispose of assets, repay other indebtedness, incur liens, make capital expenditures, make certain investments or acquisitions, engage in mergers or consolidation and otherwise restrict our operating activities. In addition, under the Senior Credit Facility, the Company is required to satisfy specified financial ratios and tests, including a maximum of total debt to Adjusted EBITDA (as defined in the credit agreement governing the Senior Credit Facility) and a minimum interest coverage ratio.

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The Senior Credit Facility requires us to comply with certain financial ratios and tests in order to comply with the terms of the agreement. The occurrence of any default of these covenants could result in the acceleration of our obligations under the Senior Credit Facility (approximately $140.0 million at June 30, 2009) and foreclosure on the collateral securing such obligations. Further, such acceleration would constitute an event of default under the indenture governing the Senior Subordinated Notes.

At June 30, 2009, there were no borrowings outstanding under our Revolving Credit Facility and letters of credit issued on our behalf under the Revolving Credit Facility totaled $35.7 million. We had $19.3 million of our existing $55.0 million Revolving Credit Facility available, subject to certain limitations under the Senior Credit Facility. After considering such limitations, which relate primarily to the maximum ratio of consolidated debt to Adjusted EBITDA, we could have borrowed $19.3 million at June 30, 2009 in additional indebtedness under the Revolving Credit Facility.

The Senior Credit Facility is repayable in the following aggregate annual amounts:

Year	Amount Due
2009	$	—
2010		1,091
2011		1,455
2012		137,454
2013		—
Thereafter		—
	$	140,000

The Senior Credit Facility is also subject to mandatory prepayment with the proceeds of certain debt incurrences, asset sales and a portion of Excess Cash Flow (as defined in the Senior Credit Facility). The Revolving Credit Facility will terminate on January 27, 2011.

The funding markets have been volatile in the recent quarters and negative global economic trends persist. On September 15, 2008, Lehman Brothers Holdings Inc. (“Lehman”) filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Lehman Brothers Commercial Paper Inc., a subsidiary of Lehman, as administrative agent for the Credit Agreement and a revolver commitment, was replaced by Bank of America, N.A., on substantially the same terms during the first quarter of 2009. Despite the continued market volatility, we have continued to have access to our Senior Credit Facility.

Our ability to make scheduled payments of principal or to refinance our indebtedness, or to pay the interest or liquidated damages, if any thereon, or to fund planned capital expenditures or working capital needs, will depend upon our future performance, which in turn, is subject to general economic, financial, competitive and other factors that are beyond our control. Significant changes or sustained further deterioration in market liquidity conditions could also impact our access to funding and the associated funding costs and reduce our earnings and cash flow. Negative global macroeconomic conditions continue to persist and may continue or further deteriorate in the near term. This economic deterioration has led to lower net revenues for the first and second quarters of 2009 as compared to the same periods in 2008. We have reduced our operating expenses and have secured lower costs for raw materials. We have also frozen salaries for the remainder of 2009 and have implemented a temporary salary rollback. We continue to monitor our business plan for additional measures that could improve profitability. We also have the ability to defer non-critical capital expenditures. We currently expect to meet our obligations under our debt agreements including compliance with established financial covenants, after giving effect to the equity contribution (see Equity Issuance below). However, if the economic environments in which we operate were to further deteriorate beyond current expectations, it could have a material adverse effect on our ability to remain in compliance with our covenants which would result in a material adverse effect on our liquidity and results of operations. We were in compliance with our debt covenants at June 30, 2009.

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Our Asset Backed Facility provides for a total of $330.0 million in off-balance sheet financing for trade receivables and equipment loans. We have structured, and intend to continue to structure, the finance programs in a manner that qualifies for off-balance sheet treatment in accordance with generally accepted accounting principles. It is expected that, under the Asset Backed Facility, we will continue to act as originator and servicer of the equipment financing promissory notes and the trade receivables.

EBITDA and Adjusted EBITDA

One of our two principal sources of liquidity is potential borrowings under the $55.0 million Revolving Credit Facility under our Senior Credit Facility, and we have presented EBITDA and Adjusted EBITDA below because certain covenants in our Senior Credit Facility are tied to ratios based on these measures. “EBITDA” represents net income before interest expense, income tax provision and depreciation and amortization (including non-cash interest income). “Adjusted EBITDA” (as defined under the Senior Credit Facility) is EBITDA as further adjusted to exclude, among other things, certain non-recurring expenses and other non-recurring non-cash charges which are further defined in our Senior Credit Facility. The Senior Credit Facility requires us to satisfy a maximum Consolidated Total Debt (as defined under the Senior Credit Facility) to Adjusted EBITDA ratio of 4.50 to 1.00 and a minimum Adjusted EBITDA to Consolidated Cash Interest Expense ratio (as defined in the Senior Credit Facility) of 2.25 to 1.00. As of June 30, 2009, our Consolidated Total Debt to Adjusted EBITDA ratio was 4.12 to 1.00 and our Adjusted EBITDA to Consolidated Cash Interest Expense ratio was 2.97 to 1.00. To the extent that we fail to maintain either of these ratios within the limits set forth in the Senior Credit Facility, our ability to access amounts available under our Revolving Credit Facility would be limited, our liquidity would be adversely affected and our obligations under the Senior Credit Facility could be accelerated. In addition, any such acceleration would constitute an event of default under the Notes Indenture, and such an event of default under the Notes Indenture could lead to an acceleration of our obligations under the Senior Subordinated Notes.

EBITDA and Adjusted EBITDA do not represent, and should not be considered, an alternative to net income or cash flow from operations, as determined by GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

We have presented, in the tables below, a calculation of Consolidated Total Debt and Consolidated Cash Interest Expense, in each case, as defined in the Senior Credit Facility. The calculation of Adjusted EBITDA (as defined in the Senior Credit Facility) set forth in the tables below uses as its starting point EBITDA which represents net income before interest expense, income tax provision and depreciation and amortization (including non-cash interest income). The calculations set forth below for Adjusted EBITDA and Consolidated Cash Interest Expense are, in each case, for the four fiscal quarters ended June 30, 2009.

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The following table presents a calculation of the Consolidated Total Debt to Adjusted EBITDA ratio and the Adjusted EBITDA to Consolidated Cash Interest Expense ratio:

	Quarter Ended September 30, 2008		Quarter Ended December 31, 2008			Quarter Ended March 31, 2009			Quarter Ended June 30, 2009			Total
EBITDA	$	18,486	$	17,120		$	13,286		$	4,032		$	52,924
Finance program adjustments (a)		490		(3,520	)		(301	)		13,949			10,618
Other non-recurring charges (b)		3		2,053			304			6,371			8,731
Other non-cash charges (c)		95		(926	)		225			(1,828	)		(2,434	)
Adjusted EBITDA	$	19,074	$	14,727		$	13,514		$	22,524		$	69,839

	June 30, 2009
Revolving Credit Facility	$	—
Senior Credit Facility		140,000
Senior Subordinated Notes		149,664
Other long-term debt and capital lease obligations		819
Unrestricted cash held by foreign subsidiaries (d)		(3,000	)
Consolidated Total Debt	$	287,483
Consolidated Total Debt to Adjusted EBITDA ratio		4.12

	Quarter Ended September 30, 2008			Quarter Ended December 31, 2008			Quarter Ended March 31, 2009			Quarter Ended June 30, 2009			Total
Interest expense	$	6,962		$	8,479		$	5,883		$	5,598		$	26,922
Non-cash interest expense (income)		(361	)		(2,165	)		129			21			(2,376	)
Interest on letters of credit and permitted receivables financing		(266	)		(269	)		(263	)		(277	)		(1,075	)
Interest income (expense)		(22	)		51			(11	)		(8	)		10
Consolidated Cash Interest Expense	$	6,313		$	6,096		$	5,738		$	5,334		$	23,481
Adjusted EBITDA to Consolidated Cash Interest Expense ratio														2.97

(a) We currently operate an off-balance sheet commercial equipment finance program in which newly originated equipment loans are sold to qualified special-purpose bankruptcy remote entities. In accordance with GAAP, we are required to record gains/losses on the sale of these equipment based promissory notes. In calculating Adjusted EBITDA, management determines the cash impact of net interest income on these notes. The finance program adjustments are the difference between GAAP basis revenues (as prescribed by SFAS No. 140) and cash basis revenues. In addition, we recognize mark-to-market adjustments for our retained beneficial interests in financial assets which are considered finance program adjustments in the Credit Agreement.

(b) Other non-recurring charges are described as follows:

• Other non-recurring charges consist of $0.8 million related to the Louisville, Kentucky pension plan termination, $0.9 million associated with the layoff of approximately 60 salaried associates during the fourth quarter of 2008, $0.4 million of legal fees related to the Lehman bankruptcy and $6.6 million of expenses incurred to replace our the asset backed lending facility. These costs are included in the securitization, impairment and other costs line of our consolidated Statements of Income.

(c) Other non-cash charges are described as follows:

• Other non-cash charges are comprised of $1.2 million of non-cash mark to market gains relating to nickel and foreign exchange hedge agreements, which is included in the cost of sales line of our consolidated Statements of Income, a $1.3 million reduction in accrued management incentive compensation, which is included in the selling, general and administrative expenses line of our consolidated Statements of Income and $0.1 million of expense related to non-cash intangible impairments, which is included in the securitization, impairment and other costs line of our consolidated Statements of Income.

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(d) As defined in the Amendment, Consolidated Total Debt is the aggregate principal amount of all funded debt for the relevant period minus the lesser of $3.0 million or the aggregate amount of unrestricted cash and cash equivalents held by the foreign subsidiaries.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

On June 26, 2009, Alliance Laundry Equipment Receivables Trust 2009-A (“ALERT 2009A”), a trust formed by Alliance Laundry Equipment Receivables 2009 LLC (“ALER 2009”), a special-purpose bankruptcy remote subsidiary of Alliance Laundry, entered into a $330.0 million asset backed securitization funding facility (the “Asset Backed Facility”) backed by equipment loans and trade receivables originated by Alliance Laundry. We will sell or contribute all of the trade receivables and certain of the equipment loans that we originate to ALER 2009 which, in turn, will transfer them to the trust. ALERT 2009A will finance the acquisition of the trade receivables and equipment loans through borrowings under variable funding notes (the “Notes”) issued to the lenders under the Asset Backed Facility.

Funding availability for trade receivables is limited to a maximum of $60.0 million, while funding for equipment loan Notes is limited to $330.0 million less the amount of funding outstanding for trade receivable Notes. Funding of the Notes is subject to certain advance rate and eligibility criteria which are standard for transactions of this type. After June 25, 2010 or June 25, 2011 if the Revolving Period is extended (or earlier in the event of a rapid amortization event, an event of default or the termination of the Asset Backed Facility by Alliance Laundry), ALERT 2005A will not be permitted to request new borrowings under the Asset Backed Facility and the outstanding borrowings will amortize over a period of up to nine years thereafter. Provided no event of default or rapid amortization event has occurred and is continuing, the administrative agent and noteholders under the Asset Backed Facility have the right to extend the termination date of the revolving period by one year to June 25, 2011. As of June 30, 2009, the balance of variable funding notes due to lenders under the Asset Backed Facility for equipment loans and trade receivables was $227.6 million and $43.4 million, respectively. See “Liquidity and Capital Resources” above.

Additional advances under the Asset Backed Facility are subject to certain continuing conditions, including but not limited to (i) the absence of a rapid amortization event or event of default, as defined in the Asset Backed Facility primary documents; (ii) compliance by Alliance Laundry, as servicer, with certain covenants, including financial covenants and (iii) no event having occurred which materially and adversely affects the operations of Alliance Laundry. In addition, advances under the Asset Backed Facility in respect of fixed rate equipment loans are subject to limitations on the weighted average interest rate and the aggregate loan balance of all fixed rate equipment loans then held by ALERT 2005A.

The risk of loss resulting from default or dilution on the trade receivables and equipment loans is protected by credit enhancement, provided in the form of cash reserves, letters of credit and over-collateralization. All of the residual beneficial interests in ALERT 2009A and cash flows remaining from the pool of receivables and loans after payment of all obligations under the Asset Backed Facility will accrue to the benefit of Alliance Laundry. Except for the retained interests and amounts of the letters of credit outstanding from time to time as credit enhancement, Alliance Laundry will provide no support or recourse for the risk of loss relating to default on the assets transferred to ALERT 2009A. The amount of the irrevocable letter of credit related to the Asset Backed Facility at June 30, 2009 was $34.0 million. Alliance Laundry, as servicer, will be paid an annual servicing fee equal to 1.0% of the aggregate balance of such trade receivables and equipment loans.

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Cash Flows

Cash used in operating activities for the six months ended June 30, 2009 of $4.3 million was driven by cash generated by operations of $3.7 million (net income adjusted for depreciation, amortization and other non-cash adjustments) offset by changes in working capital requirements of $8.0 million. The working capital investment in retained beneficial interest increased $20.8 million primarily as a result of decreased advance funding rates contained in the new asset backed lending facility that was closed in June 2009, partially offset by decreases in the market value of equipment notes receivable. Other liabilities decreased $2.2 million due to the payment of customer promotional programs, payment of interest expense under interest swap agreements and the payment of management incentive bonuses. Sources of working capital for the six months ended June 30, 2009 included inventories and accounts payable. Inventories at June 30, 2009 decreased $6.4 million compared to December 31, 2008 primarily as a result of adjusting inventory levels to current market conditions. Accounts payable at June 30, 2009 increased $9.7 million compared to the December 31, 2008 balance.

Capital Expenditures

Our capital expenditures for the six months ended June 30, 2009 and 2008 were $1.5 million and $4.6 million, respectively. Capital spending in the first six months of 2009 was principally attributable to manufacturing equipment replacements and upgrades. Capital spending in the first six months of 2008 was principally oriented toward production capacity related purchases.

Defined Benefit Plan

The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of market interest rates. The Company contributed $0.4 million to its defined benefit pension plans during the six months ended June 30, 2009. The Company expects to contribute $2.1 million to its defined benefit pension plans during 2009.

Equity Issuance

On March 26, 2009 Alliance Finance LLC, as borrower, and OTPP, as lender, entered into a $15.0 million pay-in-kind note (“PIK Note”). The note bears interest at a fixed rate of 17% and matures on July 15, 2013. Interest earned is capitalized into the note on a semi-annual basis. The PIK Note is not convertible into equity securities. On March 26, 2009, $14.5 million of the PIK Note proceeds were contributed to Alliance Laundry Systems LLC and used to reduce the outstanding debt of the Senior Credit Facility. This contribution was recorded as an increase to member(s)’ equity.

On June 25, 2009, Alliance Laundry Finance LLC made an equity contribution of $12.5 million to Alliance Laundry Systems LLC. The source of funds for this contribution was an unsecured term loan guaranteed by both OTPP and restricted cash held by Alliance Finance LLC’s subsidiary Alliance Laundry Finance LLC. Proceeds from the contribution were used to partially cover incremental retained interests and fees and expenses associated with the establishment of the Company’s new off balance sheet Asset Backed Facility. Interest on the term loan is payable in cash on a quarterly basis by Alliance Finance LLC. This contribution was recorded as an increase to member(s)’ equity.

Critical Accounting Policies

The Company’s critical accounting policies are discussed in the Management’s Discussion and Analysis section of the most recent annual report filed on Form 10-K.

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Recently Issued Accounting Standards

In September 2006 the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. SFAS 157 also expands financial statement disclosures about fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 which delays the effective date of SFAS 157 for one year, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company elected a partial deferral of SFAS 157 under the provisions of FSP 157-2 related to the measurement of fair value used when evaluating goodwill, other intangible assets and other long-lived assets for impairment and valuing asset retirement obligations and liabilities for exit or disposal activities. The Company adopted the remaining provisions of SFAS 157 on January 1, 2009. The adoption did not have a material impact on the Company’s consolidated financial position and results of operations.

In December 2007 the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”), which establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) requires contingent consideration to be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value to be recognized in earnings until settled. SFAS 141(R) also requires acquisition-related transaction and restructuring costs to be expensed rather than treated as part of the cost of the acquisition. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted SFAS 141(R) on January 1, 2009. Such adoption did not have a material impact on the Company’s consolidated financial position and results of operations.

In December 2007 the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements an Amendment of ARB No. 51” (“SFAS 160”), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 also provides guidance when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company adopted SFAS 160 on January 1, 2009. Such adoption did not have a material impact on the Company’s consolidated financial position and results of operations.

In March 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. The Company adopted SFAS 161 on January 1, 2009. The disclosures required by SFAS 161 are included in Note 5 – Derivative Financial Instruments.

In April 2008 the FASB issued FASB Staff Position FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). This statement amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset

32

under SFAS 141, “Goodwill and Other Intangible Assets,” and requires enhanced disclosures about the renewal or extension of the arrangements underlying intangible assets. This statement is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. With respect to the consideration of factors affecting renewals or extensions, this statement shall be applied prospectively to intangible assets acquired after the effective date. With respect to the disclosure requirements, this statement shall be applied prospectively to intangible assets recognized as of, and subsequent to, the effective date. The Company adopted FSP FAS 142-3 on January 1, 2009. Such adoption did not have a material impact on its consolidated financial position and results of operations.

In December 2008, the FASB affirmed Staff Position No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional disclosures about assets held in an employer’s defined benefit pension or other postretirement plan, primarily related to categories and fair value measurements of plan assets. FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The adoption of FSP FAS 132(R)-1 is not expected to have a material impact on our financial statements.

In April 2009 the FASB issued FASB Staff Position FAS 107-1 and APB 28-1: “Interim Disclosures about Fair Value of Financial Instruments” (“FSP 107-1 and APB 28-1”). FSP 107-1 and APB 28-1 amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 and APB 28-1 was effective for interim periods ending after June 15, 2009. The Company adopted FSP 107-1 and APB 28-1 on June 30, 2009. The disclosures required by FSP 107-1 and APB 28-1 are included in Note 6 – Fair Value Measurements.

In April 2009 the FASB issued FASB Staff Position FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. generally accepted accounting principles for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP FAS 115-2 and FAS 124-2 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. FSP FAS 115-2 and FAS 124-2 was effective for interim periods ending after June 15, 2009. The Company adopted FSP FAS 115-2 and FAS 124-2 on June 30, 2009. Such adoption did not have a material impact on our consolidated financial position and results of operations.

In April 2009, the FASB issued Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), which provides additional guidance for estimating fair value in accordance with SFAS 157. We adopted the provisions of FSP FAS 157-4 on June 30, 2009. Such adoption did not have a material impact on our consolidated financial position and results of operations.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the provisions of SFAS 165 on June 30, 2009. Refer to Note 17 – Subsequent Events for a discussion of identified transactions requiring disclosure that occurred after June 30, 2009.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 is a revision to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and will

33

require more information about transfers of financial assets and where companies have continuing exposure to the risk related to transferred financial assets. It eliminates the concept of a qualifying special purpose entity, changes the requirements for derecognizing financial assets and requires additional disclosure. This standard is effective for interim and annual periods beginning after November 15, 2009. We will adopt SFAS 166 on January 1, 2010. We are currently evaluating the impact of adoption of SFAS 166 on the Company’s consolidated financial statements. However, upon adoption of SFAS 166, the Company expects that ALERT 2009A will no longer qualify as a QSPE and the receivables and debt held by ALERT 2009A would be included in our Condensed Consolidated Balance Sheet.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 is intended to improve financial reporting by providing additional guidance to companies involved with variable interest entities and by requiring additional disclosures about a company’s involvement in variable interest entities. This standard is effective for interim and annual periods beginning after November 15, 2009. We will adopt SFAS 167 on January 1, 2010. We are currently evaluating the impact of adoption of SFAS 167 on the Company’s consolidated financial statements. However, upon adoption of SFAS 167, the Company expects that ALERT 2009A will no longer qualify as a QSPE and the receivables and debt held by ALERT 2009A would be included in our Condensed Consolidated Balance Sheet.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk associated with changes in interest rates, foreign currency exchange rate fluctuations and certain commodity prices. To reduce these risks, we selectively use financial instruments and other proactive management techniques. We do not use financial instruments for trading purposes or speculation. There have been no material changes in our market risk exposures as compared to those discussed in our 2008 Annual Report on Form 10-K (file no. 333-56857), except as noted below.

From time to time we may enter into derivative financial instruments to hedge our interest rate exposures, exchange rate fluctuations between United States dollars and foreign currencies and certain commodity prices.

Effective July 21, 2006, we entered into a $13.0 million interest rate swap agreement with The Bank of Nova Scotia to hedge a portion of our interest rate risk related to our term loan borrowings under the Senior Credit Facility. Under the swap, which matured on March 4, 2009, we paid a fixed rate of 5.65%, and received or paid quarterly interest payments based upon the three month LIBOR rate. Under the swap, we paid $0.1 million during the six months ended June 30, 2009. Due to maturity on March 4, 2009 there was no fair value of this interest rate swap agreement at June 30, 2009 and no activity for the three months ended June 30, 2009.

Effective January 4, 2008, we entered into a $110.0 million interest rate swap agreement with The Bank of Nova Scotia to hedge a portion of our interest rate risk related to our term loan borrowings under the Senior Credit Facility. Under the swap, which matures on December 31, 2009, we pay a fixed rate of 3.96%, and receive or pay quarterly interest payments based upon three month LIBOR. Under the swap, we paid $0.8 million and $1.2 million during the three and six months ended June 30, 2009. The fair value of this interest rate swap agreement, which represents the amount that we would pay if we were to settle the instrument, was a $1.8 million liability at June 30, 2009.

We entered into foreign exchange hedge contracts with Bank of America, N.A. and Private Bank & Trust Company to hedge a portion of our foreign exchange risk related to the purchases by Alliance Laundry Systems LLC from Alliance International BVBA and other European vendors. Under the foreign exchange hedges, we received $0.1 million and less than $0.1 million during the three and six months ended June 30, 2009. The fair value of these foreign exchange hedge contracts, which represents the amount that we would receive upon a settlement of these instruments was a $0.3 million asset at June 30, 2009. The notional amount of the foreign exchange hedge contracts outstanding as of June 30, 2009 totaled 5.2 million Euros and 22.8 million Swedish Kronor.

34

We enter into commodity hedge contracts with Bank of America, N.A. to hedge a portion of our nickel commodity risk related to stainless steel purchases and copper commodity risk related to wiring. Under the commodity hedges, we paid $0.6 million and $1.4 million during the three and six months ended June 30, 2009. The fair value of these commodity hedge contracts, which represents the amount that we would pay upon a settlement of these instruments was less than $0.1 million at June 30, 2009, which is the net of the related asset and liability. The notional amount of the nickel commodity hedge contracts outstanding as of June 30, 2009 totaled 171 metric tons. The notional amount of the copper commodity hedge contracts outstanding as of June 30, 2009 totaled 188 metric tons.

We are exposed to market risk associated with adverse movements in interest rates. Specifically, we are primarily exposed to changes in the fair value of our $150.0 million Senior Subordinated Notes, changes in earnings and related cash flows on our variable interest rate debt obligations outstanding under the Senior Credit Facility, and changes in our retained interests related to trade accounts receivable and equipment loans sold to our special-purpose securitization entity.

The fair value of our Senior Subordinated Notes was approximately $130.7 million based upon prevailing prices in recent market transactions as of June 30, 2009. We estimate that this fair value would increase/decrease by approximately $5.2 million based upon an assumed 10% decrease/increase in interest rates compared with the effective yield on the Senior Subordinated Notes as of June 30, 2009.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2009. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2009, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified under applicable rules of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in our internal control over financial reporting or identified in connection with the evaluation discussed above that occurred during the period ending June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

With the exception of the reported actual results, the information presented herein contains predictions, estimates or other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, including items specifically discussed in “Note 15 – Commitments and Contingencies.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of our business to differ materially from those expressed or implied by such forward-looking statements and can generally be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “will,”

35

“expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Although we believe that our plans, intentions and expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that such plans, intentions, expectations, objectives or goals will be achieved. Important factors that could cause actual results to differ materially from those included in forward-looking statements include: existing and continued weakness and volatility in the financial and credit markets and in the economies in which we operate; the impact of competition; continued sales to key customers; possible fluctuations in the cost of raw materials and components; possible fluctuations in currency exchange rates which may affect the competitiveness of our products abroad; possible fluctuation in interest rates, which affects our earnings and cash flows; the impact of substantial leverage and debt service on us; possible loss of suppliers; risks related to our asset backed facility, including a failure to extend the Revolving Period and any future inability to replace the facility on advantageous terms or at all; the availability of borrowings under our Revolving Credit Facility; dependence on key personnel; labor relations; potential liability for environmental, health and safety matters; potential future legal proceedings; and litigation and other risks listed from time to time in our reports, including but not limited to our Annual Reports on Form 10-K (file no. 333-56857) as updated and supplemented from time to time. In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this report might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future results or otherwise. We do not undertake any obligation to update any such forward-looking statements unless required by law.

PART II OTHER INFORMATION

Item 1. Legal Proceedings. Incorporated by reference from Note 15 to the Consolidated Financial Statements of Alliance Laundry Holdings LLC included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors. There have been no material changes in our risk factors from those disclosed in Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition or results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Not Applicable.

Item 3. Defaults upon Senior Securities. None.

Item 4. Submission of Matters to a Vote of Security Holders. None.

Item 5. Other Information. None.

Item 6. Exhibits.

a) List of Exhibits.

10.1	Indenture, dated as of June 26, 2009, between Alliance Laundry Equipment Receivables Trust 2009-A and The Bank of New York Mellon, as indenture trustee.
10.2	Purchase Agreement, dated as of June 26, 2009, between Alliance Laundry Equipment Receivables 2009 LLC as buyer and Alliance Laundry Systems LLC as seller.

36

10.3	Pooling and Service Agreement, dated June 26, 2009, among Alliance Laundry Systems LLC as servicer and originator, Alliance Laundry Equipment Receivables 2009 LLC as transferor and Alliance Laundry Equipment Receivables Trust 2009-A as issuer.
10.4	Note Purchase Agreement, dated as of June 26, 2009, among Alliance Laundry Equipment Receivables Trust 2009-A as issuer, Alliance Laundry Systems LLC as the Servicer, Alliance Laundry Equipment Receivables 2009 LLC as the transferor, the Note Purchasers party hereto, NATIXIS Financial Products Inc. as administrative agent and an agent and The Other Agents Party Hereto.
10.5	Trust Agreement, dated June 19, 2009, between Alliance Laundry Equipment Receivables 2009 LLC as transferor and Wilmington Trust Company as owner trustee.
10.6	Administration Agreement, dated June 26, 2009, among Alliance Laundry Equipment Receivables Trust 2009-A, Alliance Laundry Systems LLC and The Bank of New York Mellon.
10.7	Limited Liability Company Agreement of Alliance Laundry Equipment Receivables 2009 LLC, dated as of June 19, 2009.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Vice President Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Vice President Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Alliance Laundry Systems LLC has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature	Title	Date
/s/ THOMAS F. L’ESPERANCE Thomas F. L’Esperance	Chief Executive Officer	8-11-09
/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President Chief Financial Officer	8-11-09

Alliance Laundry Corporation has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature	Title	Date
/s/ THOMAS F. L’ESPERANCE Thomas F. L’Esperance	Chief Executive Officer	8-11-09
/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President Chief Financial Officer	8-11-09

Alliance Laundry Holdings LLC has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature	Title	Date
/s/ THOMAS F. L’ESPERANCE Thomas F. L’Esperance	Chief Executive Officer	8-11-09
/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President Chief Financial Officer	8-11-09

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EX-10.1

Exhibit 10.1

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A

INDENTURE

Dated as of June 26, 2009

The Bank of New York Mellon,

as Indenture Trustee

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST

EQUIPMENT LOAN NOTES

RECEIVABLES NOTES

TABLE OF CONTENTS

		Page
ARTICLE I     DEFINITIONS AND INCORPORATION BY REFERENCE		4
SECTION 1.1	Definitions	4
ARTICLE II     THE NOTES		4
SECTION 2.1	Form	4
SECTION 2.2	Execution, Authentication and Delivery	4
SECTION 2.3	Advances and Repayments	5
SECTION 2.4	Registration; Registration of Transfer and Exchange of Notes	5
SECTION 2.5	Mutilated, Destroyed, Lost or Stolen Notes	6
SECTION 2.6	Persons Deemed Noteholders	7
SECTION 2.7	Payment of Principal, Interest and Certain Fees	8
SECTION 2.8	Cancellation of Notes	9
SECTION 2.9	Release of Trust Estate	9
SECTION 2.10	ALER as Noteholder	9
SECTION 2.11	Tax and ERISA Treatment	10
SECTION 2.12	Restrictions on Transfer	10
SECTION 2.13	Rule 144A	11
ARTICLE III     COVENANTS		11
SECTION 3.1	Payment of Principal and Interest	11
SECTION 3.2	Maintenance of Agency Office	12
SECTION 3.3	Money for Payments To Be Held in Trust	12
SECTION 3.4	Existence	13
SECTION 3.5	Protection of Trust Estate; Acknowledgment of Pledge	13
SECTION 3.6	Opinions as to Trust Estate	14
SECTION 3.7	Performance of Obligations; Servicing of Loans; Consent to Amendments	15
SECTION 3.8	Negative Covenants	16
SECTION 3.9	Annual Statement as to Compliance	17
SECTION 3.10	Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets	17
SECTION 3.11	Successor or Transferee	19
SECTION 3.12	No Other Business	19
SECTION 3.13	No Borrowing	19
SECTION 3.14	Guarantees, Loans, Advances and Other Liabilities	19

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TABLE OF CONTENTS

(continued)

		Page
SECTION 3.15	Servicer’s Obligations	20
SECTION 3.16	Capital Expenditures	20
SECTION 3.17	Removal of Administrator	20
SECTION 3.18	Restricted Payments	20
SECTION 3.19	Notice of Events of Default	20
SECTION 3.20	Further Instruments and Acts	20
SECTION 3.21	Indenture Trustee’s Assignment of Administrative Loans, Substituted Loans, Warranty Loans and Other Loans	21
SECTION 3.22	Representations and Warranties by the Issuer to the Indenture Trustee	21
SECTION 3.23	Compliance with Laws	23
SECTION 3.24	Indemnity for Liability Claims	23
SECTION 3.25	Use of Proceeds	24
SECTION 3.26	Borrowing Base Certificate	24
SECTION 3.27	Letters of Credit	24
SECTION 3.28	Non Consolidation of Issuer	27
SECTION 3.29	No Bankruptcy Petition	27
SECTION 3.30	Liens	28
SECTION 3.31	Investment Company Act	28
SECTION 3.32	Information Requests	28
SECTION 3.33	Change of Control	28
ARTICLE IV     RAPID AMORTIZATION EVENTS		28
SECTION 4.1	Rapid Amortization Events	28
ARTICLE V     DEFAULT AND REMEDIES		30
SECTION 5.1	Events of Default	30
SECTION 5.2	Acceleration of Maturity; Rescission and Annulment	32
SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	32
SECTION 5.4	Remedies; Priorities	35
SECTION 5.5	Optional Preservation of the Trust Estate	36
SECTION 5.6	Limitation of Suits	36

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TABLE OF CONTENTS

(continued)

		Page
SECTION 5.7	Unconditional Rights of Noteholders To Receive Principal and Interest	37
SECTION 5.8	Restoration of Rights and Remedies	37
SECTION 5.9	Rights and Remedies Cumulative	37
SECTION 5.10	Delay or Omission Not a Waiver	37
SECTION 5.11	[Reserved]	38
SECTION 5.12	Waiver of Past Defaults	38
SECTION 5.13	Undertaking for Costs	38
SECTION 5.14	Waiver of Stay or Extension of Laws	38
SECTION 5.15	Action on Notes	39
SECTION 5.16	Performance and Enforcement of Certain Obligations	39
ARTICLE VI     THE INDENTURE TRUSTEE		40
SECTION 6.1	Duties of Indenture Trustee	40
SECTION 6.2	Rights of Indenture Trustee	41
SECTION 6.3	Indenture Trustee May Own Notes	43
SECTION 6.4	Indenture Trustee’s Disclaimer	43
SECTION 6.5	Notice of Defaults and Events of Default	43
SECTION 6.6	Reports by Indenture Trustee to Holders	43
SECTION 6.7	Compensation; Indemnity	43
SECTION 6.8	Replacement of Indenture Trustee	44
SECTION 6.9	Merger or Consolidation of Indenture Trustee	45
SECTION 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	46
SECTION 6.11	Eligibility; Disqualification	47
SECTION 6.12	[Reserved]	47
SECTION 6.13	Representations and Warranties of Indenture Trustee	47
SECTION 6.14	Indenture Trustee May Enforce Claims Without Possession of Notes	48
SECTION 6.15	Suit for Enforcement	48
SECTION 6.16	Rights of the Required Noteholders to Direct Indenture Trustee	48
ARTICLE VII     NOTEHOLDERS’ LISTS AND REPORTS		49

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(continued)

		Page
SECTION 7.1	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	49
SECTION 7.2	Preservation of Information, Communications to Noteholders	49
SECTION 7.3	Reports by Indenture Trustee	49
ARTICLE VIII     ACCOUNTS, DISBURSEMENTS AND RELEASES		50
SECTION 8.1	Collection of Money	50
SECTION 8.2	Designated Accounts; Payments	50
SECTION 8.3	General Provisions Regarding Accounts	59
SECTION 8.4	Release of Trust Estate	60
SECTION 8.5	Opinion of Counsel	60
SECTION 8.6	Additional Payments to Indenture	61
SECTION 8.7	Attribution of Reserve Account and Letters of Credit to Notes	61
ARTICLE IX     AMENDMENTS		61
SECTION 9.1	Amendments Without Consent of Noteholders	61
SECTION 9.2	Amendments With Consent of Noteholders; Waivers	62
SECTION 9.3	Execution of Amendments or Waivers	64
SECTION 9.4	Effect of Amendments or Waivers	65
SECTION 9.5	[Reserved]	65
SECTION 9.6	Reference in Notes to Amendments and Waivers	65
ARTICLE X     REDEMPTION OF NOTES		65
SECTION 10.1	Redemption	65
SECTION 10.2	Form of Redemption Notice	65
SECTION 10.3	Notes Payable on Redemption Date	66
ARTICLE XI     SATISFACTION AND DISCHARGE		66
SECTION 11.1	Satisfaction and Discharge of Indenture	66
SECTION 11.2	Application of Trust Money	67
SECTION 11.3	Repayment of Monies Held by Paying Agent	67
SECTION 11.4	Duration of Position of Indenture Trustee for Benefit of Registered Owners	68
ARTICLE XII     MISCELLANEOUS		68
SECTION 12.1	Compliance Certificates and Opinions, etc	68
SECTION 12.2	Form of Documents Delivered to Indenture Trustee	69

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(continued)

		Page
SECTION 12.3	Acts of Noteholders	70
SECTION 12.4	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	70
SECTION 12.5	Notices to Noteholders; Waiver	71
SECTION 12.6	Alternate Payment and Notice Provisions	71
SECTION 12.7	[Reserved]	71
SECTION 12.8	Effect of Headings and Table of Contents	71
SECTION 12.9	Successors and Assigns	71
SECTION 12.10	Separability	71
SECTION 12.11	Benefits of Indenture	72
SECTION 12.12	Legal Holidays	72
SECTION 12.13	Governing Law	72
SECTION 12.14	Counterparts	72
SECTION 12.15	Recording of Indenture	72
SECTION 12.16	No Recourse	72
SECTION 12.17	No Petition	73
SECTION 12.18	Inspection	73
SECTION 12.19	Assignment	73
SECTION 12.20	Survival of Agreement	73
SECTION 12.21	Cooperation and Further Assurances	74
SECTION 12.22	Waiver of Jury Trial	74
SECTION 12.23	Consent to Jurisdiction	74
SECTION 12.24	No Recourse	75
SECTION 12.25	No Recourse as to Indenture Trustee	76

v

TABLE OF CONTENTS

(continued)

			Page
EXHIBITS
Exhibit A-1	-	Form of Equipment Loan Note
Exhibit A-2	-	Form of Receivables Note
Exhibit B	-	Locations of Schedule of Loans and Receivables
Exhibit C	-	Form of Interest Rate Swap Agreement
Exhibit D	-	Form of Investment Letter
SCHEDULES
Schedule 3.22	-	Perfection Certificate - Issuer

vi

INDENTURE, dated as of June 26, 2009, between ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, a Delaware statutory trust (together with its permitted successors and assigns, the “Issuer”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes.

GRANTING CLAUSE

In order to secure (i) payment of the Notes and all other amounts payable by the Issuer under the terms of the Basic Documents and (ii) the performance by the Issuer of all of its covenants and agreements in this Indenture and the other Basic Documents to which it is a party, the Issuer hereby Grants to the Indenture Trustee, as trustee for the benefit of the Noteholders and the Administrative Agent (each of the foregoing, a “Beneficiary” and collectively, the “Beneficiaries”) to secure the Issuer’s obligations under the Notes and the Basic Documents to which it is a party, all of the Issuer’s assets, whether now owned or hereafter acquired, including all of the Issuer’s right, title and interest in, to and under:

(a) the Equipment Loans, including any Substitute Loans and all documents and instruments evidencing or governing the Loans and all related Loan Files and all monies paid or payable thereon (including Liquidation Proceeds);

(b) the Equipment, including all security interests therein, granted by Obligors pursuant to the Loans and any other collateral securing the Loans;

(c) the Receivables and all monies paid or payable thereon;

(d) any Insurance Policies and Proceeds thereof, and all rights and benefits thereunder with respect to the Equipment and any other collateral securing the Loans;

(e) any Guaranties, all other Supporting Obligations with respect to each Loan or Account, and Proceeds thereof;

(f) the Lockboxes and the Lockbox Accounts and all funds on deposit from time to time in the Lockboxes or in the Lockbox Accounts and all Proceeds thereof;

(g) the Pooling and Servicing Agreement and the other Basic Documents (including all of its rights under the Purchase Agreement, the Custodial Agreement and any Assignment, but excluding the Trust Agreement, the Certificates and the documents and certificates executed in connection therewith);

(h) the Interest Rate Cap Agreements;

(i) the Reserve Account and all proceeds thereof including the Initial Reserve Account Deposit and all cash and other amounts, investments and investment property held from time to time in the Reserve Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise including any sub-accounts);

(j) the Loan Collection Account and the Receivables Collection Account, including any sub-accounts and all the Proceeds thereof including all other amounts, investments and investment property held from time to time in the Loan Collection Account and the Receivables Collection Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise);

(k) any Warranty Payments and Administrative Purchase Payments;

(l) the Letters of Credit;

(m) all Accounts;

(n) all Contracts;

(o) all Deposit Accounts;

(p) all Security Entitlements;

(q) all Documents;

(r) all UCC Equipment;

(s) all Goods;

(t) all General Intangibles and Payment Intangibles;

(u) all Instruments;

(v) all Inventory;

(w) all Investment Property;

(x) all Chattel Paper;

(y) all Supporting Obligations;

(z) all Letter-of-Credit Rights;

(aa) all FCIA Insurance covering Receivables, the Obligors with respect to which are not residents in the United States; and

(bb) all present and future claims, contract rights, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and loans, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

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All of the Issuer’s right, title and interest in, to and under the items in (a) through (bb) being referred to as the “Trust Estate.”

The foregoing Grant is made in trust to secure the payment of principal of, and interest on, and any other amounts owing in respect of the Notes of a class equally and ratably without prejudice, priority or distinction, and among the class of Notes in accordance with the priorities set forth herein and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. This Indenture constitutes a security agreement under the UCC.

The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of the Issuer under any agreement or instrument included in the Trust Estate, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the Equipment Loans and the Receivables included in the Trust Estate and all other monies payable under the Trust Estate, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuer or otherwise and generally to do and receive anything that the Issuer is or may be entitled to do or receive under or with respect to the Trust Estate.

The Indenture Trustee, as trustee on behalf of the Beneficiaries, acknowledges such Grant, and accepts the trusts under this Indenture in accordance with the provisions of this Indenture.

The pledge of the Trust Estate by the Issuer pursuant to this Indenture does not constitute, and is not intended to result in, an assumption by the Indenture Trustee or any Beneficiary of any obligation of the Issuer, the Servicer, Owner Trustee, or Transferor to any Obligor or other Person in connection with the Equipment, the Loans, the Receivables, the Insurance Policies, the FCIA Insurance, the Guaranties, any document in the Loan Files, or any other part of the Trust Estate other than those obligations specifically assumed pursuant to the terms of the Basic Documents.

The Issuer hereby irrevocably authorizes the Indenture Trustee, at any time, and from time to time, to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Trust Estate (including any such financing statements and amendments thereto that identify the Trust Estate as including all assets of the Issuer), regardless of whether any particular asset comprised in the Trust Estate falls within the scope of Article 9 of the UCC, and (b) provide any other information required for the sufficiency or filing office acceptance of any financing statement or amendment. The Issuer agrees to furnish any such information to the Indenture Trustee promptly upon the Indenture Trustee’s request. The Issuer also ratifies its authorization for the Indenture Trustee, to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. The Indenture Trustee shall have no obligation to file any financing statement or continuation statement unless it is directed to do so by the Issuer, the Servicer or the Administrative Agent and it is provided with the financing statement in form for filing.

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ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned them in Part I of Appendix A to the Pooling and Servicing Agreement of even date herewith among the Issuer, ALER and ALS (as it may be amended, supplemented or modified from time to time, the “Pooling and Servicing Agreement”). All references herein to “the Indenture” or “this Indenture” are to this Indenture as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A. All references herein to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits contained in or attached to this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice, note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Indenture.

ARTICLE II

THE NOTES

SECTION 2.1 Form.

(a) Each of the Equipment Loan Notes and Receivables Notes, with the Indenture Trustee’s certificate of authentication, shall be substantially in the forms set forth in Exhibits A-1 and A-2, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and each such class may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

(b) The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

(c) Each Note shall be dated the date of its authentication. The terms of each Note, as provided for in Exhibits A-1 and
A-2, are part of the terms of this Indenture.

(d) The Notes in substantially the forms set forth in Exhibits A-1 and A-2 shall represent the Notes which have been issued and sold to the Noteholders pursuant to the Note Purchase Agreement.

SECTION 2.2 Execution, Authentication and Delivery.

(a) Each Note shall be dated the date of its authentication.

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(b) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

(c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

(d) The Indenture Trustee shall upon Issuer Order authenticate and deliver to, or upon the order of, the Issuer, the Equipment Loan Notes for original issue in aggregate principal amount of up to $330,000,000 and Receivables Notes in the aggregate principal amount of up to $60,000,000. The aggregate principal amount of all unpaid Advances under all Notes Outstanding may not exceed $330,000,000.

(e) No Notes shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A-1 and A-2, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

(f) No additional series of Notes may be issued pursuant to this Indenture.

SECTION 2.3 Advances and Repayments. Prior to the applicable Conversion Date each Note shall be a revolving note and Advances shall be made thereon at the times and in the amounts set forth in the Note Purchase Agreement. The Indenture Trustee shall maintain a record of all Advances and repayments made on the Notes, and absent manifest error, such records shall be conclusive. The Indenture Trustee shall forward requests for Advances to the Noteholders at the times set forth in the Note Purchase Agreement.

SECTION 2.4 Registration; Registration of Transfer and Exchange of Notes.

(a) The Issuer shall cause to be kept and maintained the Note Register, comprising separate registers for each class of Notes, in which, the Issuer shall provide for the registration of the Notes (which shall include the names of the owners of each such Note and the registration of both principal of and stated interest on each such Note) and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar.

(b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

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(c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuer (and following the delivery, in the former case, of such Notes to the Issuer by the Indenture Trustee), the Issuer shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations, of a like aggregate principal amount.

(d) At the option of the Noteholder, Notes may be exchanged for other Notes of the same class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuer (and following the delivery, in the former case, of such Notes to the Issuer by the Indenture Trustee), the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

(e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office of the Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require.

(g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer.

(h) The preceding provisions of this Section 2.4 notwithstanding, the Issuer shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of Notes that: (i) if applicable, have been selected for redemption pursuant to Article X; or (ii) are due for repayment in full within fifteen (15) days of submission to the Corporate Trust Office or the Agency Office.

SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

(a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any

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Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon the Issuer’s request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of a like class and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable in full, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may make payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof.

(b) If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to subsection (a), any bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered or (iii) any assignee of such Person, except any bona fide purchaser, and the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

(c) In connection with the issuance of any replacement Note under this Section 2.5, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the Indenture Trustee) connected therewith.

(d) Any duplicate Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(e) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6 Persons Deemed Noteholders. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

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SECTION 2.7 Payment of Principal, Interest and Certain Fees.

(a) On each Distribution Date, interest will be due and payable on each Equipment Loan Note then Outstanding and each Receivables Note then Outstanding in an amount equal to the Equipment Loan Note Interest Payment and the Receivables Note Interest Payment, respectively, and each such amount shall be paid from amounts on deposit in the Loan Collection Account or the Receivables Collection Account, as the case may be, in accordance with the priority of payment provisions of Section 8.2. Each such interest payment shall be paid to the Person in whose name such Note is registered in the Note Register on the applicable Record Date, by wire transfer in immediately available funds to the account designated by the Noteholders.

(b) [Reserved]

(c) The principal of each class of Notes shall be due and payable in full on the applicable Final Scheduled Distribution Date and, to the extent of funds available therefor, due and payable in installments on the Distribution Dates (if any) and/or Business Days preceding the applicable Final Scheduled Distribution Date, in the amounts and in accordance with the priorities set forth in Sections 8.2(c), (d), (e) and (f), as applicable. All principal payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled thereto. Any installment of principal payable on any Note shall be punctually paid or duly provided for from amounts on deposit in the Loan Collection Account or the Receivables Collection Account, as the case may be, for payment to Noteholders on such Distribution Date or Business Day and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the applicable Record Date, by wire transfer in immediately available funds to the account designated by the Noteholder.

(d) In no event shall the interest charged with respect to a Note exceed the maximum amount permitted by applicable law. If at any time the interest rate charged with respect to the Notes exceeds the maximum rate permitted by applicable law, the rate of interest to accrue pursuant to this Indenture and such Note shall be limited to the maximum rate permitted by applicable law, but any subsequent reductions in the Alternative Rate shall not reduce the interest to accrue on such Note below the maximum amount permitted by Applicable Law until the total amount of interest accrued on such Note equals the amount of interest that would have accrued if a varying rate per annum equal to the maximum interest rate permitted by applicable law had at all times been in effect. If the total amount of interest paid or accrued on the Note under the foregoing provisions is less than the total amount of interest that would have accrued if the maximum interest rate permitted by applicable law had at all times been in effect, the Issuer agrees to pay to the Noteholders an amount equal to the difference between (a) the lesser of (i) the amount of interest that would have accrued if the maximum rate permitted by applicable law had at all times been in effect, or (ii) the amount of interest that would have accrued if the interest rate had at all times been in effect, and (b) the amount of interest accrued in accordance with the other provisions of this Indenture.

(e) On each Distribution Date prior to the Loan Conversion Date to the extent funds are available therefor in accordance with the priority of payments in Section 8.2, the Issuer shall pay to the Equipment Loan Noteholders a fee (the “Equipment Unused Facility Fee”),

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which shall be in an amount equal to the sum of the product for each day during the immediately preceding Interest Period of (x) Unused Facility Fee Percentage, (y) a fraction (expressed as percentage) the numerator of which is one and the denominator of which is equal to the actual number of days in the applicable year and 102% of (z) $330,000,000 minus the Effective Receivables Commitment, minus the then outstanding Aggregate Equipment Loan Note Principal Balance on such date of determination. Such Equipment Unused Facility Fee shall be payable from amounts then on deposit in the Loan Collection Account, in accordance with the priority of payments set forth in Section 8.2, and shall be allocated among the Equipment Loan Noteholders pro rata in accordance with their respective shares of the Equipment Loan Commitment on such date of determination.

(f) On each Distribution Date prior to the Receivables Conversion Date to the extent funds are available therefor in accordance with the priority of payments in Section 8.2, the Issuer shall pay to the Receivables Noteholders a fee (the “Receivables Unused Facility Fee”), which shall be in an amount equal to the sum of the product for each day during the immediately preceding Interest Period of (x) Unused Facility Fee Percentage, (y) a fraction (expressed as percentage) the numerator of which is one and the denominator of which is equal to the actual number of days in the applicable year and 102% of (z) the Effective Receivables Commitment on such date of determination minus the then outstanding Aggregate Receivables Note Principal Balance on such date of determination. Such Receivables Unused Facility Fee shall be payable from amounts then on deposit in the Receivables Collection Amount, in accordance with the priority of payments set forth in Section 8.2, and shall be allocated among the Receivables Noteholders pro rata in accordance with their respective shares of the Receivables Commitment on such date of determination.

SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it; provided, however, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuer that surrendered Notes have been duly canceled and retained or destroyed, as the case may be.

SECTION 2.9 Release of Trust Estate. The Indenture Trustee shall release property from the lien of this Indenture, other than as expressly permitted by Sections 3.21, 8.2, 8.4 and 10.1 of this Indenture and Section 6.09 of the Pooling and Servicing Agreement, only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and with the Special Required Noteholders’ prior written consent.

SECTION 2.10 ALER as Noteholder. ALER in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not ALER (except as provided in the definition of Outstanding).

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SECTION 2.11 Tax and ERISA Treatment.

(a) The Issuer in entering into this Indenture, and the Noteholders, by acquiring any Note, (i) express their intention that the Notes qualify under applicable tax law as indebtedness secured by the Trust Estate, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the Notes as indebtedness secured by the Trust Estate for the purpose of federal income taxes, state and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

(b) Each Noteholder, by its acquisition of its Notes, represents, warrants and covenants that (A) it is not acquiring such Note with the assets of an “employee benefit plan” subject to Employee Retirement Income Security Act of 1974, as amended, a “plan described in Section 4975(e)(1) of the Code, an entity deemed to hold plan assets of any of the foregoing by reason of investment by an “employee benefit plan” or other “plan” in such entity, or a governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code or (B) the acquisition and holding of such Note by such purchaser of a Note, throughout the period that it holds such Note, will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, any substantially similar applicable law).

SECTION 2.12 Restrictions on Transfer. The Notes shall not be registered under the Securities Act or the securities or “Blue Sky” laws of any other jurisdiction. Consequently, the Notes shall not be transferable other than pursuant to any exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified in this Section 2.12. No sale, pledge or other transfer of any Note (or interest therein) may be made by any Person unless (x) such sale, pledge or other transfer is made pursuant to an exemption available under the Securities Act and (y) such transfer complies with the transfer restrictions set forth in the Note Purchase Agreement. In the case of such sale, other than transfers of the Notes by a Noteholder to its related Support Party, transfer or pledge or other transfer, the Indenture Trustee shall require that the prospective transferee certify to the Indenture Trustee and the Transferor in writing the facts surrounding such transfer and the status of such transferee, which certification shall be substantially in the form of the certificate attached hereto as Exhibit D. None of the Transferor, the Servicer, the Issuer, the Owner Trustee or the Indenture Trustee shall be obligated to register any Notes under the Securities Act, qualify any Notes under the securities or “Blue Sky” laws of any state or provide registration rights to any purchaser or holder thereof.

By accepting and holding a Note, the Holder thereof shall be deemed to have represented and warranted and/or acknowledged and agreed as follows:

(1) Except for (i) transfers of the Notes in accordance with Section 7.1(c) and (e) of the Note Purchase Agreement and (ii) upon presentation of evidence satisfactory to the Transferor and the Indenture Trustee that the restrictions set forth in this Section 2.12 have been complied with, it acknowledges that the Indenture Trustee will not be required to accept for registration of transfer any Notes acquired by it.

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(2) It acknowledges that the Transferor, the Originator, the Noteholders and others will rely on the truth and accuracy of the acknowledgments, representations and agreements set forth in this Section 2.12.

(3) That each Note will bear the following legends:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION UNDER THE 1933 ACT, AS CONFIRMED BY AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE TRANSFEROR WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE TRANSFEROR, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

BY ACQUIRING THIS NOTE EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (1) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

SECTION 2.13 Rule 144A. The Issuer shall furnish, if it shall have received such information from ALER, upon the request of any Noteholder, to such Noteholder and a prospective purchaser designated by such Noteholder the information required to be delivered under Rule 144A(d)(4) under the 1933 Act if at the time of such request the Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act, and any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act at such time.

ARTICLE III

COVENANTS

SECTION 3.1 Payment of Principal and Interest. The Issuer shall duly and punctually pay the principal of, and interest on, the Notes in accordance with the terms of the Notes and this

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Indenture. On each Distribution Date and on the Redemption Date (if applicable), the Indenture Trustee shall distribute amounts on deposit in the Loan Collection Account and Receivables Collection Account to the Noteholders in accordance with Section 8.2, less amounts properly withheld under the Code from a payment to any Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.2 Maintenance of Agency Office. As long as any of the Notes remains outstanding, the Issuer shall maintain in the Borough of Manhattan, the City of New York, an office (the “Agency Office”), being an office or agency where Notes may be surrendered to the Issuer for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints The Bank of New York Mellon to serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3 Money for Payments To Be Held in Trust.

(a) As provided in Section 8.2, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Loan Collection Account and the Receivables Collection Account pursuant to Section 8.2 shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Loan Collection Account and Receivables Collection Account for payments of Notes shall be paid over to the Issuer except as provided in Section 8.2 or this Section 3.3.

(b) The Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee and the Administrative Agent an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

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(iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(c) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(d) The Indenture Trustee may adopt and employ, at the expense of the Issuer, any reasonable means of notification of the payment of any amount due with respect to any Note and remaining unclaimed for one (1) year after such amount has become due and payable (including, but not limited to (x) mailing notice of such payment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder or (y) at the expense of the Issuer cause to be published once, in the eastern edition of The Wall Street Journal, notice that such money remains unclaimed and that, after a date specified therein, which shall neither be less than thirty (30) days nor more than six (6) months from the date of such publication, the Issuer shall be entitled to all unclaimed funds and other assets which remain subject hereto).

SECTION 3.4 Existence. Except as otherwise permitted by Section 3.10, the Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Trust Estate and each other instrument or agreement included in the Trust Estate.

SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge. The Issuer intends the security interest granted pursuant to this Indenture to be prior to all other Liens in the respect of the Trust Estate and the Issuer shall take all actions necessary to obtain and maintain in favor of the Indenture Trustee for the benefit of the Beneficiaries a first lien on and a first priority perfected security interest in the Trust Estate except for Exempt Collateral. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and shall take such other action as may be determined to be necessary or advisable in an Opinion of Counsel to the Owner Trustee delivered to the Indenture Trustee to:

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(i) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Indenture Trustee, for the benefit of the Beneficiaries, of this Indenture or carry out more effectively the purposes hereof including by making the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in the Issuer’s name, (B) any change in the location of the Issuer’s principal place of business, (C) any change in the Issuer’s “location” (within the meaning of Section 9-307 of the UCC) and (D) any merger or consolidation or other change in the Issuer’s identity or organizational structure and by promptly notifying the Indenture Trustee of any such filings;

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iii) enforce the rights of the Indenture Trustee, the Administrative Agent and the Noteholders in any of the Trust Estate;

(iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, the Administrative Agent and the Noteholders in such Trust Estate against the claims of all Persons and parties; or

(v) grant more effectively to the Indenture Trustee the security interest in all or any portion of the Trust Estate,

and the Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument as delivered to the Indenture Trustee which may be necessary, desirable or required by the Indenture Trustee pursuant to this Section 3.5.

SECTION 3.6 Opinions as to Trust Estate.

(a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Administrative Agent an Opinion of Counsel, in form and substance reasonably acceptable to the Indenture Trustee and the Administrative Agent, either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any amendments hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the lien and security interest in favor of the Indenture Trustee for the benefit of the Beneficiaries created by this Indenture covering such portions of the Trust Estate and such matters of law as are customary in similar transactions, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b) On or before April 15 in each calendar year, beginning April 15, 2010, the Issuer shall furnish to the Indenture Trustee, the Administrative Agent and the Noteholders an Opinion of Counsel, in form and substance reasonably acceptable to the Indenture Trustee and the Administrative Agent, either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any amendments hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien

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and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the lien and security interest created by this Indenture, covering the matters covered by the opinion given pursuant to Section 3.6(a) above and such other matters of law (including changes in law dealing with perfection and priority of liens) as are customary in similar transactions. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any amendments hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements with respect to the Trust Estate consistent with the opinion provided pursuant to Section 3.6(a) above and such other matters of law as are customary in similar transactions that will, in the opinion of such counsel, be required to maintain the lien and security interest (except with respect to Exempt Collateral) of this Indenture until April 15 in the following calendar year.

SECTION 3.7 Performance of Obligations; Servicing of Loans; Consent to Amendments.

(a) The Issuer shall not take any action, and shall use its reasonable efforts not to permit any action to be taken by others, that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in the Basic Documents.

(b) The Issuer may contract with other Persons, subject to the Required Noteholders’ consent, to assist it in performing its duties under this Indenture, and any performance of such duties by a Person shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted (with the consent of the Administrative Agent) with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the terms of this Indenture, the Pooling and Servicing Agreement and the Purchase Agreement in accordance with and within the time periods provided for herein and therein.

(d) If the Issuer shall have knowledge of the occurrence of a Servicer Default, the Issuer shall promptly notify the Indenture Trustee, the Administrative Agent and the Rating Agencies thereof, and shall specify in such notice the response or action, if any, the Issuer has taken or is taking with respect of such Servicer Default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Pooling and Servicing Agreement with respect to the Loans or the Receivables, the Issuer and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Pooling and Servicing Agreement to remedy such failure.

(e) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees that it shall not, without the prior written consent of the Indenture Trustee and the

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Required Noteholders amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, any of the Basic Documents or the terms thereof or any portion of the Trust Estate (other than the ability of the Servicer to amend, modify or waive provisions of the Equipment Loans and the Receivables that are specifically permitted under the Pooling and Servicing Agreement), or waive timely performance or observance by the Servicer or ALER under the Pooling and Servicing Agreement or the Purchase Agreement, the Administrator under the Administration Agreement or ALS under the Purchase Agreement; provided, however, that, notwithstanding the foregoing, no action specified in the proviso to Section 9.2 shall be taken except in compliance with Section 9.2. If any such amendment, modification, supplement, termination, waiver or surrender shall be so consented to by the Indenture Trustee and the Required Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee or the Administrative Agent to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee, the Administrative Agent or the Required Noteholders may deem necessary or appropriate in the circumstances.

(f) The Issuer shall ensure that, at all times during which any fixed rate Equipment Loan is outstanding, an Interest Rate Cap Agreement shall be in place and effective with an Eligible Cap Provider; provided, however, that if the latter ceases to be an Eligible Cap Provider by reason of a downgrade by the applicable Rating Agency and within thirty (30) days of such downgrade the amount of funds in the Reserve Account is greater than or equal to the Reserve Account Required Amount (including, for the avoidance of doubt, the Ineligible Cap Reserve), such Person shall, notwithstanding such ratings downgrade, be deemed to be an Eligible Cap Provider unless such Person is downgraded below “A”/“A2” from the applicable Rating Agency, in which case, the Issuer shall have (30) days to replace such Eligible Cap Provider.

SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(a) except as directed by the Special Required Noteholders, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, except the Issuer may (i) collect, liquidate, sell or otherwise dispose of Warranty Loans, Administrative Loans and Defaulted Loans, (ii) make cash payments out of the Designated Accounts and (iii) take other actions, in each case solely as expressly permitted by the Basic Documents;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

(c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(g); or

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(d) either (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other similar liens that arise by operation of law, in each case on Equipment and arising solely as a result of an action or omission of the related Obligor), (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate (other than with respect to (x) any such tax, mechanics’ or other similar liens and (y) Exempt Collateral) or (iv) amend or modify the provisions of the other Basic Documents without the consent of the Required Noteholders.

SECTION 3.9 Annual Statement as to Compliance. The Issuer shall deliver to the Indenture Trustee, the Administrative Agent and the Noteholders, with a copy to the Rating Agencies, on or before April 15 of each year, beginning April 15, 2010, an Officer’s Certificate signed by an Authorized Officer dated as of the immediately preceding December 31, stating that:

(a) a review of the activities of the Issuer during such fiscal year and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture and has fulfilled in all material respects all of its obligations under this Indenture throughout such year, or, if there has been a default in such compliance of any such condition or covenant or in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10 Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets.

(a) The Issuer shall not consolidate or merge with or into any other Person unless:

(i) the Person (if other than the Issuer) formed by, or surviving such, consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an amendment hereto, executed and delivered to the Indenture Trustee and the Administrative Agent satisfactory to the Indenture Trustee and the Special Required Noteholders, the due and timely payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

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(ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Rapid Amortization Event shall have occurred and be continuing;

(iii) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been completed;

(iv) the Issuer shall have delivered to the Indenture Trustee and the Administrative Agent an Officer’s Certificate stating that such consolidation or merger and such amendment comply with this Section 3.10;

(v) the Issuer shall have delivered to the Indenture Trustee and the Administrative Agent an Opinion of Counsel stating that such consolidation or merger and such amendment shall have no material adverse tax consequence to the Issuer or any Securityholder; and

(vi) the Special Required Noteholders shall have, in their sole discretion, consented to such merger or consolidation.

(b) Except pursuant to Section 10.1 or as otherwise expressly permitted by this Indenture or the other Basic Documents, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets to any Person, unless:

(i) the Person that acquires such properties or assets of the Issuer (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (B) by an amendment hereto, executed and delivered to the Indenture Trustee and the Administrative Agent, in form satisfactory to the Indenture Trustee and the Special Required Noteholders:

(1) expressly assumes the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(2) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Noteholders; and

(3) unless otherwise provided in such amendment, expressly agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes;

(ii) immediately after giving effect to such transaction, no Default, Event of Default or Rapid Amortization Event shall have occurred and be continuing;

(iii) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

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(iv) the Issuer shall have delivered to the Indenture Trustee and the Administrative Agent an Officer’s Certificate stating that such sale, conveyance, exchange, transfer or disposition and such amendment comply with this Section 3.10;

(v) the Issuer shall deliver to the Indenture Trustee and the Administrative Agent an Opinion of Counsel stating that such sale, conveyance, exchange, transfer or disposition and such amendment have no material adverse tax consequence to the Issuer or to any Noteholders or Registered Owners; and

(vi) the Special Required Noteholders, in their sole discretion, shall have consented to such sale, conveyance, exchange, transfer or disposition.

SECTION 3.11 Successor or Transferee.

(a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b) Upon a sale, conveyance, exchange, transfer or disposition of all the assets and properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Securityholders immediately upon the delivery of written notice to the Indenture Trustee and the Administrative Agent from the Person acquiring such assets and properties stating that the Issuer is to be so released.

SECTION 3.12 No Other Business. The Issuer shall not engage in any business or activity other than acquiring, holding and managing the Trust Estate and the proceeds therefrom in the manner contemplated by the Basic Documents, issuing the Securities, making payments on the Securities and such other activities that are necessary, suitable, desirable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement.

SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than the Notes.

SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the other Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

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SECTION 3.15 Servicer’s Obligations. The Issuer shall use its best efforts to cause the Servicer to comply with its obligations under Sections 3.10, 5.01 and 5.02 of the Pooling and Servicing Agreement.

SECTION 3.16 Capital Expenditures. The Issuer shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Loans and the Receivables and other property and rights from ALER pursuant to the Pooling and Servicing Agreement.

SECTION 3.17 Removal of Administrator. So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless the Required Noteholders shall have consented thereto and the Issuer shall have provided prior written notice thereof to each Rating Agency.

SECTION 3.18 Restricted Payments. Except for payments of principal or interest on or redemption of the Notes as expressly permitted pursuant to this Indenture, so long as any Notes are Outstanding, the Issuer shall not, directly or indirectly:

(a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Issuer or to the Servicer;

(b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security; or

(c) set aside or otherwise segregate any amounts for any such purpose;

provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, ALER, the Indenture Trustee, the Owner Trustee and the Registered Owners solely to the extent expressly permitted by, and to the extent of Advances as contemplated by Section 3.25 or to the extent funds are available for such purpose under Section 8.2. The Issuer shall not, directly or indirectly, make payments to or distributions from the Loan Collection Account and Receivables Collection Account except in accordance with the Basic Documents.

SECTION 3.19 Notice of Events of Default. The Issuer agrees to give the Indenture Trustee, the Administrative Agent and the Rating Agencies (with a copy to the Noteholders) prompt written notice, but in any event no later than within two (2) Business Days, of any Default, Event of Default, Rapid Amortization Event, Servicer Default, each default on the part of ALER or ALS of its respective obligations under the Pooling and Servicing Agreement and the Purchase Agreement in each case of which the Issuer has knowledge.

SECTION 3.20 Further Instruments and Acts. Upon request of the Indenture Trustee or the Administrative Agent, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

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SECTION 3.21 Indenture Trustee’s Assignment of Administrative Loans, Substituted Loans, Warranty Loans and Other Loans. Upon receipt of (a) the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Loan or Warranty Loan, (b) a Substitute Loan with respect to a Warranty Loan, provided all conditions to the Substitute Loans have been satisfied in full under the Basic Documents, (c) payment in full of the outstanding Loan Balance plus accrued interest on any Loan and any other amounts due and owing in connection therewith upon prepayment by an obligor in accordance with Section 3.03 of the Pooling and Servicing Agreement or (d) the proceeds upon the sale or other disposition by the Servicer of any Defaulted Loan or the collateral securing such Defaulted Loan in accordance with Section 3.04 of the Pooling and Servicing Agreement, the Indenture Trustee shall assign, without recourse, representation or warranty to the Servicer, the Warranty Purchaser or the purchaser of such Defaulted Loan or the collateral securing such Defaulted Loan, as applicable, all of the Indenture Trustee’s right, title and interest in and to such repurchased or replaced Loan, all monies due thereon, the security interest in the related Equipment and any accessions thereto, any Insurance Policies and any proceeds arising thereafter with respect to such Loan, any Guaranties and any proceeds arising thereafter with respect to such Loan and the interests of the Indenture Trustee in certain rebates of premiums and other amounts relating to the Insurance Policies and any documents relating thereto, such assignment being an assignment outright and not for security; and the Servicer, ALER, the Warranty Purchaser or other purchaser, as applicable, shall thereupon own such Loan, and all such security and documents, free of any further obligation to the Indenture Trustee or the Noteholders with respect thereto.

SECTION 3.22 Representations and Warranties by the Issuer to the Indenture Trustee. The Issuer hereby represents and warrants to the Indenture Trustee, the Administrative Agent and the Noteholders as of the Closing Date with respect to clauses (a), (b), (c) and (d) below and on each Equipment Loan Borrowing Date, Receivables Borrowing Date, and each Substitution Date with respect to clauses (a), (b) and (d) below as follows:

(a) Good Title. No Loan or Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee; immediately prior to the Grant pursuant to this Indenture, the Issuer had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Indenture by the Issuer, the Indenture Trustee shall have all of the right, title and interest of the Issuer in, to and under the Trust Estate, free of any Lien.

(b) All Filings Made. The Loans, the Issuer’s rights related to the Equipment Loans and the Receivables constitute UCC Collateral. All filings necessary under the UCC or other applicable laws in any jurisdiction to give the Indenture Trustee a first priority perfected security interest in the Trust Estate other than Exempt Collateral have been made. Each Loan is secured by Equipment.

(c) UCC Information. The information set forth on Schedule 3.22 is true, correct and complete in all material respects.

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(d) Security Interest Representations.

(1) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Issuer, which security interest is prior to all other Liens, claims or encumbrances of any Person, and is enforceable as such as against creditors of and purchasers from the Issuer;

(2) The Receivables constitute “accounts” within the meaning of the applicable UCC. The Equipment Loans constitute “tangible chattel paper” within the meaning of the applicable UCC. The Equipment Loan Notes constitute “instruments” within the meaning of the applicable UCC and related Equipment constituting “equipment” and not “fixtures” under the applicable UCC. The Loan Collection Account, the Receivables Collection Account and the Reserve Account each constitute a “securities accounts” within the meaning of the applicable UCC. The rights to payment under the Letter of Credit constitute “letter-of-credit rights” within the meaning of the applicable UCC. The rights under the Purchase Agreement and the Pooling and Servicing Agreement each constitute “general intangibles” under the applicable UCC;

(3) The Issuer is the sole owner of the Trust Estate and owned and has good and marketable title to the Trust Estate, free and clear of any Lien of any Person (whether senior, junior or pari passu); provided, however, that the Issuer makes no representation regarding the availability of a willing buyer;

(4) The Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase or security interest in any collateral described in this financing statement except in favor of the Indenture Trustee will violate the rights of the Indenture Trustee”;

(5) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Trust Estate except as expressly permitted hereby. The Issuer has not authorized the filing of, and is not aware of, any financing statements or documents of similar import against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer;

(6) The Issuer or the Indenture Trustee has received a written acknowledgement from the Custodian that the Custodian is holding the only original executed counterpart of the Equipment Loan Notes and the related security agreements on behalf of, and for the benefit of, the Indenture Trustee and is subject to the Custodian’s customary security and safekeeping procedures;

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(7) None of the Equipment Loan Notes or Equipment Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee and other than any holder of a Lien to be released simultaneously with the purchase by the Transferor under the Purchase Agreement;

(8) The Indenture Trustee has been named the beneficiary of each Letter of Credit;

(9) The Issuer has received all necessary consents and approvals required by the terms of the Trust Estate to the pledge to the Issuer of its interest and rights in such Trust Estate hereunder;

(10) No creditor of the Issuer has in its possession any goods that constitute or evidence the Trust Estate;

(11) The Issuer has taken all steps necessary to cause The Bank of New York Mellon (in its capacity as securities intermediary) to identify in its records the Indenture Trustee as the Person having a security entitlement against the securities intermediary in each of the Loan Collection Account, the Receivables Collection Account and the Reserve Account; and

(12) The Loan Collection Account, the Receivables Collection Account and the Reserve Account are not in the name of any Person other than the Indenture Trustee. The Issuer has not consented to The Bank of New York Mellon (as the securities intermediary of any Loan Collection Account, the Receivables Collection Account and the Reserve Account) to comply with entitlement orders of any Person other than the Indenture Trustee.

The representations and warranties set forth in this Section 3.22 shall survive until the Indenture is terminated in accordance with its terms; provided, however, that, from and after the Receivables Payoff Date, the representations and warranties set forth in this Section 3.22 shall be deemed not to refer or apply to the Receivables, the Receivables Notes, the Receivables Collection Account or any other concept related to the Receivables. Any breaches of the representations and warranties set forth in this Section 3.22 may be waived upon prior written notice to the Rating Agencies and consent of the Required Noteholders unless such waiver would amount to a waiver of an Event of Default under Section 5.1(e), which, in such case, any such waiver shall require consent of the Special Required Noteholders.

SECTION 3.23 Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Basic Document.

SECTION 3.24 Indemnity for Liability Claims. The Issuer shall indemnify, defend and hold harmless the Indenture Trustee, the Noteholders and the Administrative Agent (which shall include any of their respective directors, employees, officers and agents) against and from any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting

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from the use, repossession or operation of the Equipment (other than a loss in value thereof) or imposed on or asserted against the Issuer or otherwise arising out of or based on the arrangements created by this Indenture to the extent not paid by the Servicer pursuant to Section 8.01 of the Pooling and Servicing Agreement and solely to the extent that funds are available for such purpose pursuant to Section 8.2 of this Agreement; provided that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer under this Section 3.24 and that any such indemnified party agrees that it shall not, prior to the date which is one (1) year and one (1) day after the termination of this Indenture with respect to the Issuer pursuant to Section 11.1, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

SECTION 3.25 Use of Proceeds. The Issuer shall use the proceeds from the sale of the Notes solely to fund the acquisition of the Loans and Receivables, to fund the Reserve Account, to make equity distributions and to pay fees and expenses related to the transactions contemplated hereby.

SECTION 3.26 Borrowing Base Certificate. Except as otherwise agreed in writing by the Issuer and the Noteholders, the Issuer shall deliver, or cause the Servicer to deliver to the Indenture Trustee, to each Noteholder and the Administrative Agent a duly completed and executed (a) Equipment Loan Borrowing Base Certificate giving pro forma effect to any Advances to be made on any such Equipment Loan Borrowing Date two (2) Business Days prior to each such Advance; provided that, once per calendar quarter, an Advance to be made on any such Equipment Loan Borrowing Date shall only require the Issuer to deliver such Equipment Loan Borrowing Base Certificate one (1) day prior to such Advance and (b) Receivables Borrowing Base Certificate giving pro forma effect to any Advances to be made on any such Receivables Borrowing Date one (1) Business Day prior to each such Advance.

SECTION 3.27 Letters of Credit.

(a) The Issuer shall provide on or before the Closing Date and maintain so long as any Note is Outstanding, one or more Eligible Letters of Credit (or post cash or alternative collateral acceptable to the Required Noteholders), in either case in an equivalent amount to the face amount of the Letters of Credit that the Issuer would otherwise be required to maintain) for the benefit of the Indenture Trustee on behalf of the Beneficiaries. Any cash collateral posted by the Issuer in substitution for one or more Eligible Letters of Credit shall be deposited in the Reserve Account, and disbursed for the payment of principal and interest on the Notes or to remedy a shortfall in accordance with the provisions of Section 8.2(h).

(b) On each Determination Date on which it is determined that no funds will be on deposit in the Reserve Account on the following Distribution Date (or will have been reduced to zero on such Distribution Date), the Indenture Trustee shall, upon written instructions from the Servicer, in accordance with the Servicer’s Certificate (or if a Servicer’s Certificate is not provided, in accordance with instructions from the Administrative Agent or the Required

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Noteholders), submit to each Letter of Credit Bank a completed Drawing Certificate in an amount equal to (x) the shortfall computed under Section 8.2(h) of this Indenture or (y) the remaining Available Drawing Amount in the case of an Event of Default (such draw, a “Letter of Credit Drawing”); provided, however, that in no event shall the amount of any Letter of Credit Drawing exceed the Available Drawing Amount under such Letter of Credit. The Indenture Trustee shall notify the Servicer and the Administrative Agent on the date on which it makes a Letter of Credit Drawing.

(c) The Indenture Trustee shall receive Letter of Credit Drawings as attorney-in-fact of each of the Beneficiaries and upon receipt thereof shall, subject to clauses (d) and (e) below, immediately deposit such Letter of Credit Drawings into the Loan Collection Account or the Receivables Collection Account to pay principal and interest on the Notes at the times and in the amounts specified in Section 8.2(h). The making of a Letter of Credit Drawing does not relieve the Issuer of any obligation under any Note, this Indenture or any other Basic Document.

(d) If at any time while the Notes are Outstanding both the issuing and the confirming bank with respect to a Letter of Credit required pursuant to this Indenture shall cease to be an Eligible Bank, the Issuer shall (unless the Required Noteholders shall otherwise consent) replace the then existing Letter of Credit with a substitute Eligible Letter of Credit or post cash or alternative collateral acceptable to the Required Noteholders. The Issuer shall have thirty (30) Business Days from the date such Letter of Credit ceases to be an Eligible Letter of Credit to obtain a replacement Eligible Letter of Credit or post sufficient cash or alternative collateral acceptable to the Required Noteholders; provided that, if one of the financial institutions that issued or confirmed such Letter of Credit does not have a long-term credit rating of at least “BBB-” by S&P and “Baa3” by Moody’s, respectively, the Required Noteholders shall have the right to direct the Indenture Trustee to draw on the Letter of Credit immediately. Notwithstanding any of the foregoing, if an Eligible Letter of Credit described in clause (a)(ii) of the definition thereof is in effect and the issuer of such Letter of Credit ceases to have a long-term credit rating of at least “AA” by S&P and “Aa2” by Moody’s, respectively, but does have a long-term credit rating of at least “AA-” by S&P and “Aa3” by Moody’s, respectively, or a short-term credit rating of at least “A-1” by S&P and “P-1” by Moody’s, respectively, the Issuer shall have thirty (30) Business Days from the date such Letter of Credit ceases to be an Eligible Letter of Credit to obtain a replacement Eligible Letter of Credit or post sufficient cash or alternative collateral acceptable to the Required Noteholders. If the Issuer shall fail to deliver a replacement Eligible Letter of Credit or post sufficient cash or collateral acceptable to the Required Noteholders within such thirty (30) Business Day period, in each case referenced above, then the Indenture Trustee shall, upon written instructions from the Servicer, the Administrative Agent or the Required Noteholders, submit to the then existing Letter of Credit Bank a completed Drawing Certificate for the remaining Available Drawing Amount under such Letter of Credit. Any amounts received by the Indenture Trustee as the result of any such drawing shall be deposited into the Reserve Account, and disbursed for the payment of principal and interest on the Notes in accordance with the provisions of Section 8.2(h). Upon receipt by the Indenture Trustee of a replacement Eligible Letter of Credit in accordance with the provisions of this Section 3.27(d), the Indenture Trustee shall surrender the original of the replaced Letter of Credit to the issuer thereof, upon written request of the Servicer, with the consent of the Administrative Agent.

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(e) If at any time while the Notes are Outstanding the issuer of an Eligible Letter of Credit shall have provided notice to the Indenture Trustee that such Letter of Credit shall not be renewed upon the expiration thereof, then the Indenture Trustee shall provide prompt written notice of same to the Administrative Agent and the Issuer shall (unless the Required Noteholders shall otherwise consent) not less than ten (10) Business Days prior to the date on which the Letter of Credit shall expire, replace the then existing Letter Credit with a substitute Eligible Letter of Credit, or post sufficient cash or alternative collateral acceptable to the Required Noteholders. If the Issuer shall fail to deliver a substitute Eligible Letter of Credit, cash or alternative collateral acceptable to the Required Noteholders within such ten (10) Business Day period, then the Indenture Trustee shall, upon written instructions from the Servicer, the Administrative Agent or the Required Noteholders, submit to the then existing Letter of Credit Bank a completed Drawing Certificate for the remaining Available Drawing Amount under such Letter of Credit. Any amounts received by the Indenture Trustee as the result of any such drawing shall be deposited into the Reserve Account, and disbursed for the payment of principal and interest on the Notes in accordance with the provisions of Section 8.2(h). Upon receipt by the Indenture Trustee of a replacement Eligible Letter of Credit in accordance with the provisions of this Section 3.27(e), the Indenture Trustee shall surrender the original of the replaced Letter of Credit to the issuer thereof, upon written request of the Servicer, the Administrative Agent or the Required Noteholders.

(f) Notwithstanding anything contained herein to the contrary, following the occurrence of the Loan Conversion Date, an Event of Default or Rapid Amortization Event, if (x) as of any Determination Date, any anticipated payment of the Notes on the related Distribution Date will cause the Available Drawing Amount to be greater than or equal to the Recourse Limit at such time, or (y) the Servicer at any time provides notice to the Indenture Trustee and the Administrative Agent that the Servicer anticipates that the Available Drawing Amount will in the foreseeable future be greater than or equal to the Recourse Limit, then (i) the Indenture Trustee shall, within one (1) Business Day following such Determination Date (as to clause (x) above) or the date of such notice (as to clause (y) above) (in either case, the “LC Recourse Draw Determination Date”) submit to each Letter of Credit Bank a completed Drawing Certificate (unless the Required Noteholders shall have provided the Indenture Trustee and the Servicer with a written notice instructing the Indenture Trustee not to make such draw), in an amount equal to the greater of (I) the sum of (a) the amount by which the Available Drawing Amount (as calculated without giving effect to any such draw or any reduction in the Available Drawing Amount pursuant to clause (ii) below) is expected to exceed the Recourse Limit as of the LC Recourse Draw Determination Date, and (b) $500,000 and (II) the amount specified by the Servicer in the notice delivered pursuant to clause (y) above (or, if such amount is greater than the Available Drawing Amount at such time, the entire Available Drawing Amount); provided, that, if the Servicer delivering such notice pursuant to clause (y) above is not ALS, ALS shall have the right to approve the amount set forth in such notice, and (ii) the Available Drawing Amount shall be reduced by the amount of the drawing made pursuant to clause (i) above, effective immediately following the receipt by the Indenture Trustee of the proceeds of such drawing. The Indenture Trustee shall notify the Servicer, ALS (if ALS is not the Servicer) and the Administrative Agent on the date on which it makes a Letter of Credit Drawing pursuant to this Section 3.27(f). Any amounts received by the Indenture Trustee as the result of any such drawing shall be deposited into the Loan Collection Account and the Receivables Collection Account, as allocated between such accounts in accordance with Section 8.7, and shall be

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distributed on the following Distribution Date to the Noteholders first in respect of interest on the Notes to the extent of any shortfalls thereon after giving effect to all allocations under Section 8.2 on such Distribution Date, and second as a payment of principal on the Notes, without regard to the priority of payments set forth in Section 8.2, in each case pro rata, to the Equipment Loan Notes and the Receivables Notes. The Servicer shall provide prompt notice to the Indenture Trustee and the Administrative Agent if it has knowledge that the Available Drawing Amount is on any date, or is on any date expected to be, greater than or equal to the Recourse Limit at such time.

SECTION 3.28 Non Consolidation of Issuer.

(a) The Issuer shall, consistent with the Basic Agreements, be operated in such a manner that it shall not be substantively consolidated with the trust estate of any other person in the event of the bankruptcy or insolvency of the Issuer or such other Person. Without limiting the foregoing the Issuer shall (1) conduct its business in its own name, (2) maintain its books, records and cash management accounts separate from those of any other Person, (3) maintain its bank accounts separate from those of any other Person, (4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) pay its own liabilities and expenses only out of its own funds, (6) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, (7) hold itself out as a separate entity, (8) maintain adequate capital in light of its contemplated business operations and (9) observe all other appropriate trust and other organizational formalities including, inter alia, remaining in good standing and qualified as a foreign trust in each jurisdiction, obtaining all necessary licenses and approvals as required under Applicable Law.

(b) Notwithstanding any provision of law which otherwise empowers the Issuer, the Issuer shall not (1) hold itself out as being liable for the debts of any other Person, (2) act other than in its trust name and through its trustee or its duly authorized officers or agents, (3) engage in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness of any Affiliate, except payment of lawful distributions to its Registered Owners, (4) commingle its funds or other assets with those of any other Person, (5) create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness (except pursuant to this Indenture) other than indemnities, trade payables and expense accruals incurred in the ordinary course of its business, (6) enter into a transaction with an Affiliate unless such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate, or (7) take any other action that would be inconsistent with maintaining the separate legal identity of the Issuer.

SECTION 3.29 No Bankruptcy Petition. The Issuer shall not (i) commence any Proceeding under Title 11 of the United States Code seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (ii) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (iii) make a general assignment for the benefit of creditors, or (iv) take any action in furtherance of, or consenting to or acquiescing in, any of the foregoing.

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SECTION 3.30 Liens. The Issuer shall not contract for, create, incur, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, except for the Lien created pursuant to the terms of the Indenture other than Permitted Adverse Claims.

SECTION 3.31 Investment Company Act. The Issuer shall conduct its operations, and shall cause the Administrator to conduct the Issuer’s operations, in a manner which will not subject it to registration as an “investment company” under the Investment Company Act of 1940, as amended.

SECTION 3.32 Information Requests. The Issuer shall prepare and deliver (or shall cause the Administrator to prepare and deliver) to the Indenture Trustee, the Administrative Agent and the Noteholders from time to time such information regarding the financial condition, operations, or business of the Issuer as the Administrative Agent or the Required Noteholders may reasonably request.

SECTION 3.33 Change of Control. The Transferor shall at all times own 100% of the beneficial interests of the Issuer.

ARTICLE IV

RAPID AMORTIZATION EVENTS

SECTION 4.1 Rapid Amortization Events. For the purposes of this Indenture, “Rapid Amortization Event” means the occurrence, as and when declared by the Required Noteholders by written notice to the Administrative Agent and the Issuer, of any one of the following events or conditions and the continuation of such condition beyond any applicable grace and/or cure period:

(a) the occurrence of a Borrowing Base Shortfall that remains unremedied by cash payments, contribution of Eligible Loans or Eligible Receivables to the Issuer or by a draw on the Reserve Account (but not by a draw on the Letters of Credit or a draw on the Reserve Account of proceeds of any draw on a Letter of Credit) for three (3) or more Business Days;

(b) the occurrence of a draw on the Reserve Account; provided, however, if the amount on deposit in the Reserve Account on the immediately succeeding Distribution Date (after giving effect to the deposits to and distributions from the Reserve Account on such date) is equal to or greater than the Reserve Account Required Amount, then such draw on the Reserve Account shall not be considered a Rapid Amortization Event;

(c) the Letter(s) of Credit:

(i) shall cease to be Eligible Letters of Credit unless (x) the Indenture Trustee receives a replacement Eligible Letter of Credit issued or confirmed by an Eligible Bank, cash or alternate collateral acceptable to the Required Noteholders; provided that, if such Letter of Credit ceases to be an Eligible Letter of Credit solely because the financial institution that issued or confirmed such Letter of Credit ceases to be an Eligible Bank, then any applicable grace and/or cure period provided in Section

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3.27(d) shall apply or (y) the Letters of Credit have been drawn upon, in full, and the proceeds deposited into the Reserve Account pursuant to Section 3.27(d) (downgrade draw) or Section 3.27(e) (non-renewal draw); or

(ii) shall be drawn upon, other than pursuant to Section 3.27(d) (downgrade draw) or Section 3.27(e) (non-renewal draw);

(d) the rolling three (3) month average of the Delinquency Ratio – Receivables exceeds 5.50%;

(e) the rolling three (3) month average of the Delinquency Ratio – Equipment Loans exceeds 2.50%;

(f) the rolling three (3) month average of the Dilution Ratio – Receivables exceeds 9.0%;

(g) the rolling three (3) month average of the Default Ratio – Receivables exceeds 4.00%;

(h) the rolling three (3) month average of the Default Ratio – Equipment Loans exceeds 1.00%;

(i) the Days Sales Outstanding – Receivables exceeds ninety-six (96) days;

(j) the occurrence and continuance of either (x) an Event of Default or (y) a Servicer Default; or

(k) the rolling three (3) month average Excess Spread falls below the Minimum Excess Spread.

If a Rapid Amortization Event exists on any date, then such Rapid Amortization Event shall be deemed to continue until the Business Day on which the Indenture Trustee (acting at the direction of the Special Required Noteholders) waives, in writing, such Rapid Amortization Event. Notwithstanding the foregoing, on and after the Receivables Payoff Date, clauses 4.1(d), (f), (g) and (i) above shall cease to apply.

The Issuer shall deliver to the Indenture Trustee, the Administrative Agent, the Noteholders and the Rating Agencies, within three (3) Business Days but in any event prior to the immediately succeeding Purchase Date (as defined in the Purchase Agreement) after learning of the occurrence of any of the events or conditions that, if declared by the Required Noteholders, would constitute a Rapid Amortization Event, written notice of such event or condition, its status and whether the Required Noteholders have declared a Rapid Amortization Event.

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ARTICLE V

DEFAULT AND REMEDIES

SECTION 5.1 Events of Default. For the purposes of this Indenture, “Event of Default” wherever used herein, means any one of the following events or conditions and the continuation of such condition beyond any applicable grace and/or cure period:

(a) failure to pay any interest on the Equipment Loan Notes or the Receivables Notes, as and when the same becomes due and payable, regardless of whether funds are available to make such payments, and such failure shall continue unremedied for a period of three (3) Business Days; or

(b) except as set forth in Section 5.1(c), failure to pay any installment of the principal of any Note as and when the same becomes due and payable or the failure to make any distribution of Available Amount on the Distribution Date if funds are available to make such distribution, and such failure shall continue unremedied for a period of three (3) Business Days; or

(c) failure to pay in full the outstanding principal balance of the Notes by the Final Scheduled Distribution Date for such class of Notes; or

(d) default in the observance or performance in any material respect of any covenant or agreement of the Issuer, Servicer, any Seller or Transferor (other than a covenant or agreement, a default in the observance or performance of which is specifically dealt with elsewhere in this Section 5.1) in this Indenture, the Pooling and Servicing Agreement or the other Basic Documents which failure materially and adversely affects the rights of the Noteholders or the Administrative Agent and such default shall continue or not be cured for a period of thirty (30) days after the earlier of (x) the date on which written notice of such failure shall have been given to the Issuer or the Transferor, as applicable, by the Indenture Trustee, the Administrative Agent or any Noteholder and (y) the date on which the Issuer or the Transferor, as applicable, has actual knowledge of such failure, or should, in the exercise of reasonable diligence, have become knowledgeable; or

(e) any representation or warranty of the Issuer, Servicer, any Seller or Transferor made in this Indenture, the Pooling and Servicing Agreement or the other Basic Documents or any other writing delivered pursuant hereto or in connection herewith, proving to have been incorrect or misleading in any material respect as of the time when the same shall have been made, which failure materially and adversely affects the rights of the Noteholders or the Administrative Agent and such breach shall continue or not be cured for a period of thirty (30) days after the earlier of (x) the date on which written notice of such breach shall have been given to the Issuer or the Transferor, as applicable, by the Indenture Trustee, the Administrative Agent or any Noteholder and (y) the date on which the Issuer or the Transferor, as applicable, has actual knowledge of such failure, or should, in the exercise of reasonable diligence, have become knowledgeable; or

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(f) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer, Servicer, any Seller or Transferor or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Transferor, the Servicer, any Seller, the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s, the Servicer’s, any Seller’s or Transferor’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or

(g) the commencement by the Issuer, Servicer, any Seller or Transferor of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer, Servicer, any Seller or the Transferor to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer, Servicer, any Seller or the Transferor to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer, Servicer, any Seller or the Transferor or for any substantial part of the Trust Estate, or the making by the Issuer, Servicer, any Seller or the Transferor of any general assignment for the benefit of creditors, or the failure by the Issuer, Servicer, any Seller or the Transferor generally to pay its debts as such debts become due, or the taking of action by the Issuer, the Servicer, any Seller or the Transferor in furtherance of any of the foregoing; or

(h) a circumstance in which the Issuer, Servicer, any Seller or Transferor becomes an investment company or is required to be registered under the Investment Company Act of 1940; or

(i) the termination of the Servicer pursuant to Section 8.02 of the Pooling and Servicing Agreement; or

(j) the failure of the Indenture Trustee to have a first priority perfected security interest in the Trust Estate other than Exempt Collateral; or

(k) the failure of the Issuer (as assignee of the Originator) to have:

(1) a first priority perfected security interest against the Obligors in the Equipment; or

(2) a perfected security interest against the Obligors in the other items of equipment financed by the Originator that secure such Equipment Loan;

(l) the rendering against the Issuer or Transferor of a final judgment, decree or order for the payment of money in excess of $100,000 and the continuance of such judgment, decree or order unsatisfied, unbonded or uninsured for a period of sixty (60) consecutive days;

(m) a Change of Control with respect to the Issuer or the Transferor; or

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(n) failure to pay in full any Contingent Fees due and owing on any applicable Distribution Date, and such failure shall continue unremedied for a period of three (3) Business Days.

The Issuer shall deliver to the Indenture Trustee and the Administrative Agent, within three (3) Business Days after learning of the occurrence thereof, written notice of any Default under Section 5.1(d) or Section 5.1(e), its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

(a) Upon the occurrence of an Event of Default of type described in 5.1(f) or 5.1(g), the unpaid principal amount for the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. Except as set forth in the immediately preceding sentence, if an Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the Notes shall have already become due and payable, the Indenture Trustee shall (at the written direction of the Required Noteholders) or may (with the consent of the Required Noteholders) declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (with a copy to the Administrative Agent, the Rating Agencies and the Noteholders) setting forth a description of the Event or Events of Default, and upon any such declaration the unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b) At any time after such declaration of acceleration of maturity of the Notes has been made and before a sale of the Trust Estate or a judgment or decree for payment of the money due thereunder has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Required Noteholders, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences with respect to the Notes; provided, that no such rescission and annulment shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto; and provided, further, that if the Indenture Trustee (acting at the direction of or with the consent of the Required Noteholders) shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such proceedings shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuer, the Administrative Agent and the Noteholders, as the case may be, shall be restored to their respective former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuer, the Administrative Agent and the Noteholders, as the case may be, shall continue as though no such proceedings had been commenced.

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a) The Issuer covenants that if there shall occur an Event of Default under Section 5.1 which has not been waived pursuant to Section 5.12, in addition to the rights available under Section 5.4, the Issuer shall, upon demand of the Indenture Trustee (at the

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direction of the Required Noteholders) pay to the Indenture Trustee, for the benefit of the Noteholders and the Administrative Agent in accordance with their respective outstanding principal amounts or other amounts owed, whether at the Final Scheduled Distribution Date or otherwise, the entire amount then due and payable on the Notes for principal and interest, with interest through the date of such payment on the overdue principal amount of each class of Notes, at the rate applicable to such class of Notes, together with interest, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Administrative Agent and their respective agents and counsel.

(b) If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust shall (at the direction of the Administrative Agent or the Required Noteholders) or may (with the consent of the Administrative Agent or the Required Noteholders) institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer upon such Notes and collect in the manner provided by law out of the property of the Issuer upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture Trustee, as more particularly provided in Section 5.4 shall (at the direction of the Administrative Agent or the Required Noteholders) or may (with the consent of the Administrative Agent or the Required Noteholders) proceed to protect and enforce its rights and the rights of the Noteholders and the Administrative Agent, by such appropriate Proceedings as the Administrative Agent or the Required Noteholders deems most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law.

(d) If there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the entire amount of the unpaid principal and interest owing in respect of the Notes or otherwise owed hereunder and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Administrative Agent (including any claim for reasonable compensation to the Indenture Trustee and each predecessor trustee, the

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Administrative Agent and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee and the Administrative Agent, except as a result of gross negligence or bad faith) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes and the Administrative Agent in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, the Administrative Agent and of the Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Administrative Agent or the Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by the Administrative Agent and each of such Noteholders to make payments to the Indenture Trustee, and, if the Indenture Trustee shall consent to the making of payments directly to the Administrative Agent or such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of gross negligence or bad faith.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of the Administrative Agent or any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Administrative Agent, the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of the Administrative Agent or any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor trustee, the Administrative Agent and their respective agents and attorneys, shall be for the benefit of the Noteholders and the Administrative Agent in the order of priority set forth in Section 8.2 of this Indenture.

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(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent the Administrative Agent and all the Noteholders, and it shall not be necessary to make the Administrative Agent and any Noteholder a party to any such Proceedings.

SECTION 5.4 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a), the Indenture Trustee shall (at the direction of the Administrative Agent or the Required Noteholders) or may (with the consent of the Administrative Agent or the Required Noteholders) do one or more of the following (subject to Section 5.5):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee, the Administrative Agent and the Noteholders; and

(iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have the Issuer maintain possession of the Loans and Receivables and continue to apply collections on such Loans and the Receivables as if there had been no declaration of acceleration; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default and acceleration of the Notes, unless (A) the Administrative Agent and the Holders of all of the aggregate Outstanding Amount of the Notes which are not Affiliates of the Issuer consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full the principal of and the accrued interest on the Notes as of the date of such sale or liquidation or (C) (i) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on any Notes, (ii) the Indenture Trustee or the Required Noteholders determine that it is unlikely the Trust Estate will continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, (iii) the Indenture Trustee obtains the consent of the Required Noteholders and (iv) the Trust Estate is sold in a commercially reasonable sale within the meaning of the UCC. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee or the Required Noteholders may, but need not, obtain and rely upon

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an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

(b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out or deposit such money or property in the following order:

FIRST: to the Indenture Trustee for amounts due under Section 6.7; and

SECOND: to (x) the Loan Collection Account (with respect to Collections in respect of the Loans) and (y) Receivables Collection Account (with respect to Collections in respect of the Receivables), for distribution pursuant to Section 8.2 of this Indenture.

SECTION 5.5 Optional Preservation of the Trust Estate. If the Notes have been declared to be due and payable under Section 5.2(a) following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the Indenture Trustee shall (at the direction of the Administrative Agent or the Required Noteholders) or may (with the consent of the Administrative Agent or the Required Noteholders) take and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, each of the Indenture Trustee, the Administrative Agent or the Required Noteholders may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action (with costs so incurred reimbursable pursuant to Section 6.7 of the Indenture or the other Basic Documents).

SECTION 5.6 Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Person has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(ii) such Person has made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii) such Person or Persons have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(iv) the Indenture Trustee fails to institute such Proceedings for sixty (60) days after its receipt of such notice, request and offer of indemnity; and

(v) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Administrative Agent or the Required Noteholders.

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it being understood and intended that no Holder or Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of the Administrative Agent or any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. For the protection and enforcement of the provisions of this Section 5.6, each and every Noteholder and the Administrative Agent shall be entitled to such relief as can be given either at law or in equity.

If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, neither being the Administrative Agent or the Required Noteholders, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee, the Administrative Agent or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee, the Administrative Agent or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee, the Administrative Agent and the Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee, the Administrative Agent and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee, the Administrative Agent or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee, the Administrative Agent or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee, the Administrative Agent or to the Noteholders may be exercised from time to time, and as often as may be deemed

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expedient, by the Indenture Trustee, the Administrative Agent or by the Noteholders, as the case may be, subject, however, to the right of the Required Noteholders or the Administrative Agent, as specified herein, to control any such right and remedy.

SECTION 5.11 [Reserved]

SECTION 5.12 Waiver of Past Defaults.

(a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2(a), the Special Required Noteholders may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the Notes or (ii) unless such consent shall have been obtained, in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee, the Administrative Agent and the Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto.

(b) Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising from such Default shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture and for purposes of Section 8.01(b) of the Pooling and Servicing Agreement; but no such waiver shall extend to or affect any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to:

(a) any Proceeding instituted by the Indenture Trustee, the Administrative Agent or the Required Noteholders;

(b) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes; or

(c) any Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective maturity dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.14 Waiver of Stay or Extension of Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any

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manner whatsoever, claim or take the benefit or advantage of, any stay or extension of law wherever enacted, now or at any time hereafter in force, that may adversely affect the covenants or the performance of this Indenture. The Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, the Administrative Agent or the Noteholders, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.15 Action on Notes. The Indenture Trustee’s, the Administrative Agent’s and the Required Noteholders’ right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee, the Administrative Agent or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee or the Administrative Agent against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property so collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b).

SECTION 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a written request from the Indenture Trustee, the Administrative Agent or the Required Noteholders to do so and at the Administrator’s expense, the Issuer agrees to take all such lawful action as the Indenture Trustee, the Administrative Agent or the Required Noteholders may request to compel or secure the performance and observance by the Administrator, ALER and the Servicer, as applicable, of their respective obligations to the Issuer under or in connection with the Basic Documents or by ALS of its obligations under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Basic Documents, to the extent and in the manner directed by the Indenture Trustee, the Administrative Agent or the Required Noteholders, including the transmission of notices of default on the part of ALER, the Servicer or ALS thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by ALER, the Servicer or ALS of each of their respective obligations under the Pooling and Servicing Agreement and the Purchase Agreement or the other Basic Documents.

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee shall (at the direction of the Administrative Agent or the Required Noteholders) or may (with the consent of the Administrative Agent or the Required Noteholders) exercise all rights, remedies, powers, privileges and claims of the Issuer against ALER or the Servicer under or in connection with the Basic Documents, including the right or power to take any action to compel or secure performance or observance by ALER or the Servicer of each of their respective obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Basic Documents, and any right of the Issuer to take such action shall be suspended.

(c) [Reserved]

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(d) If an Event of Default has occurred and is continuing, the Indenture Trustee shall (at the direction of the Administrative Agent) or may (with the consent of the Administrative Agent) exercise all rights, remedies, powers, privileges and claims of ALER against ALS under or in connection with the Basic Documents, including the right or power to take any action to compel or secure performance or observance by ALS of each of its obligations to ALER thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Basic Documents, and any right of ALER to take such action shall be suspended.

ARTICLE VI

THE INDENTURE TRUSTEE

SECTION 6.1 Duties of Indenture Trustee.

(a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Pooling and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture, the Pooling and Servicing Agreement or any other Basic Document against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions specifically contemplated herein, to determine whether or not they conform to any applicable requirements of this Indenture.

(c) The Indenture Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section 6.1(c) does not limit the effect of Section 6.1(b);

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.16.

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(d) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Pooling and Servicing Agreement.

(f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the Indenture Trustee shall be subject to the provisions of this Section 6.1.

(h) The Indenture Trustee shall promptly notify the Administrative Agent and the Noteholders upon obtaining actual knowledge or receipt of written notice by a Responsible Officer of the Indenture Trustee of (a) any proposed change herein or supplement hereto; (b) the occurrence of any Default, Event of Default, Rapid Amortization Event or Servicer Default actually known to a Responsible Officer of the Indenture Trustee; (c) any proposed change of the Indenture Trustee hereunder; (d) any matter to be put to the Noteholders or the Administrative Agent for a vote hereunder; (e) any proposed exercise by the Noteholders or the Administrative Agent of any option, vote, right, power or the like hereunder; and (f) any other matter, notice of which is required hereunder to be given to any of the Noteholders or the Administrative Agent by the Indenture Trustee.

(i) The Indenture Trustee shall, at the written request of the Rating Agency, provide to the Rating Agency any information the Indenture Trustee has received from the Originator, the Servicer or the Issuer regarding the transactions contemplated by this Indenture and the other Basic Documents.

(j) The Indenture Trustee shall forward a copy of any Advance Increase Notice (as defined in the Note Purchase Agreement) received by it from the Issuer to each applicable Equipment Loan Note Purchaser or Receivables Note Purchaser (in each case, as defined in the Note Purchase Agreement), by not later than 5:00 p.m. on the Business Day on which it receives such notice, as set forth in the Note Purchase Agreement.

SECTION 6.2 Rights of Indenture Trustee.

(a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate from the Issuer or an Opinion of Counsel that such action or omission is required or permissible hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

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(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The Indenture Trustee may consult with counsel of its own selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders or the Administrative Agent pursuant to this Indenture, unless the Indenture Trustee shall have security or indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h) [Reserved]

(i) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Notes and this Indenture.

(j) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

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(k) The Indenture Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(l) The Indenture Trustee shall have no duties other than as set forth in this Indenture.

SECTION 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture Trustee shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.

SECTION 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

SECTION 6.5 Notice of Defaults and Events of Default. If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder and the Administrative Agent notice of the Default or Event of Default within three (3) Business Days after it occurs.

SECTION 6.6 Reports by Indenture Trustee to Holders. The Indenture Trustee shall deliver to each Noteholder and the Administrative Agent the information and documents set forth in Article VII, and, in addition, all such information with respect to the Notes as may be required, as requested in writing by the Servicer, to enable such Holder to prepare its federal and state income tax returns.

SECTION 6.7 Compensation; Indemnity.

(a) The Issuer shall cause the Servicer pursuant to the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time such compensation for its services as shall be agreed upon from time to time in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer pursuant to the Pooling and Servicing Agreement to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer pursuant to the Pooling and Servicing Agreement to indemnify the Indenture Trustee in accordance with Section 8.01 of the Pooling and Servicing Agreement.

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(b) The Issuer’s obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture and the resignation or removal of any Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default or Event of Default specified in Section 5.1(e) or (f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

SECTION 6.8 Replacement of Indenture Trustee.

(a) The Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuer and the Administrative Agent; provided, however, that no such resignation shall become effective and the Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Required Noteholders may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuer shall (at the direction of the Required Noteholders) or may (with the consent of the Required Noteholders) remove the Indenture Trustee if:

(i) the Indenture Trustee fails to comply with Section 6.11;

(ii) the Indenture Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv) the Indenture Trustee otherwise becomes incapable of acting.

(b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint and designate a successor Indenture Trustee, which shall be acceptable to the Required Noteholders. If the Issuer fails to appoint a successor Indenture Trustee within thirty (30) days, the Required Noteholders may designate a successor Indenture Trustee which the Issuer shall appoint.

(c) A successor Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring Indenture Trustee, the Administrative Agent and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders, the Administrative Agent and to each of the Rating Agencies. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

(d) If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee gives notice of its intent to resign or is removed, the retiring Indenture Trustee, the Issuer, the Administrative Agent or the Required Noteholders at the expense of the Issuer may petition any court of competent jurisdiction for the appointment and designation of a successor Indenture Trustee; provided that any successor Indenture Trustee shall be acceptable to the Required Noteholders.

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(e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder or the Administrative Agent may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; provided that, any successor Indenture Trustee shall be acceptable to the Required Noteholders.

(f) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the Issuer’s obligations under Section 6.7 and the Servicer’s corresponding obligations under the Pooling and Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee.

(g) The Issuer shall (at the direction of the Required Noteholders) or may (with the consent of the Required Noteholders) remove the Indenture Trustee for (i) gross negligence, bad faith or willful misconduct or (ii) failure or unwillingness to perform its duties under the Indenture.

(h) Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 6.8, the Servicer shall mail notice of the succession of such Indenture Trustee hereunder to the Beneficiaries (with a copy to the Noteholders). If the Servicer fails to mail such notice within ten (10) days after acceptance of appointment by such successor Indenture Trustee, then the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Servicer.

SECTION 6.9 Merger or Consolidation of Indenture Trustee.

(a) Any Person into which the Indenture Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee under this Indenture; provided, however, that such Person shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this Indenture, anything in this Indenture to the contrary notwithstanding. Following such merger or consolidation, the successor Indenture Trustee shall mail a notice of such merger or consolidation to each of the Rating Agencies, the Administrative Agent and the Noteholders.

(b) If at the time such successor or successors by merger or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with respect to the certificate of authentication of the Indenture Trustee.

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SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Equipment may at the time be located, the Indenture Trustee shall have the power to and shall (at the direction of the Required Noteholders) and may (with the consent of the Required Noteholders not to be unreasonably withheld) execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Registered Owners, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee or the Required Noteholders may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. The appointment of any co-trustee or separate trustee shall not relieve the Indenture Trustee of any of its obligations hereunder.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every

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provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.11 Eligibility; Disqualification.

(a) The Indenture Trustee shall, at all times, be an Eligible Institution.

(b) In the case of the appointment hereunder of a successor Indenture Trustee with respect to the Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Notes shall execute and deliver an amendment hereto wherein the successor Indenture Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Note. Upon execution and delivery of such amendment the resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein.

SECTION 6.12 [Reserved]

SECTION 6.13 Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that:

(a) the Indenture Trustee is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York, is duly authorized and licensed under applicable laws to conduct the business it is presently conducting and the eligibility requirements set forth in Section 6.11 are satisfied with respect to the Indenture Trustee;

(b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and any other Basic Document to which it is a party or is bound by, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

(c) the execution, delivery and performance by the Indenture Trustee of this Indenture and the other Basic Documents to which it is a party or to which it is bound by (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) to the best of its

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knowledge without independent investigation, shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;

(d) the execution, delivery and performance by the Indenture Trustee of this Indenture and any other Basic Document to which it is a party or which it is bound by shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and

(e) this Indenture and any other Basic Document to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

SECTION 6.14 Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Administrative Agent, the Noteholders and (only to the extent expressly provided herein) the Registered Owners in respect of which such judgment has been obtained.

SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee shall (at the direction of the Administrative Agent or the Required Noteholders) or may (with the consent of the Administrative Agent or the Required Noteholders) in each case subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by a Proceeding whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee, the Administrative Agent or the Noteholders.

SECTION 6.16 Rights of the Required Noteholders to Direct Indenture Trustee. Notwithstanding the grant of a security interest to secure the Outstanding Obligations for the benefit of the Beneficiaries, the Required Noteholders shall have the sole right to (i) direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee and (ii) direct all actions or exercise rights or remedies under this Indenture, the Basic Documents or the UCC and, by accepting the benefits of this Indenture, each Noteholder acknowledges such

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statement; provided, however, that subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction by the Required Noteholders (or the Administrative Agent on their behalf).

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer shall furnish or cause to be furnished by the Servicer to the Indenture Trustee (a) not more than five (5) days before each Distribution Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of the close of business on the Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within fourteen (14) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

SECTION 7.2 Preservation of Information, Communications to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

SECTION 7.3 Reports by Indenture Trustee. Not later than 3:00 p.m. New York City time on each Business Day, the Indenture Trustee shall provide the Servicer, the Administrative Agent, the Noteholders and ALS (if ALS is not the Servicer) with a written report which shall indicate (i) the total Collections received in the Receivables Collection Account in respect of the Receivables on such Business Day, (ii) the deposit to the Receivables Collection Account in respect to the Carrying Cost Reserve required pursuant to Section 6.04 of the Pooling and Servicing Agreement on such Business Day and (iii) the amount of each disbursement to be made pursuant to Sections 8.2(e) and (f) to occur on the next Business Day from such Collections.

On each Distribution Date, the Indenture Trustee shall include with each payment to each Noteholder and the Administrative Agent a copy of the Servicer’s Certificate.

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ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture and the Pooling and Servicing Agreement and the other Basic Documents. Except as otherwise expressly provided in this Indenture or in Article III of the Pooling and Servicing Agreement, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee shall (at the direction of the Administrative Agent or the Required Noteholders) or may (with the consent of the Administrative Agent or the Required Noteholders) take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2 Designated Accounts; Payments.

(a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Beneficiaries, the Designated Accounts and the Lockbox Accounts as provided in Articles IV and V of the Pooling and Servicing Agreement.

(b) On or prior to each Determination Date, the Issuer shall cause the Servicer to make the calculations as provided in the Servicer’s Certificate.

(c) On each Distribution Date on which no Event of Default or Rapid Amortization Event is then continuing, the Indenture Trustee, based on the Servicer’s Certificate prepared by the Servicer (and if no Servicer’s Certificate is provided, at the direction of the Administrative Agent, unless objected to by the Required Noteholders), shall distribute the Equipment Loan Available Amount from amounts on deposit in the Loan Collection Account to the following Persons in the following order of priority:

(1) to the Servicer the amount of any Collections consisting of late fees, financing charges and similar charges;

(2) to the Servicer, the Servicer Advance Reimbursement Amount (for Servicer Advances made in respect of the Loans) and any accrued but previously unreimbursed Servicer Advance Reimbursement Amount (for Servicer Advances made in respect of the Loans) from any previous Distribution Dates, but solely from Collections received from the Equipment Loans related to such Servicer Advances;

(3) to the Servicer, the Servicing Fee and any accrued but previously unpaid Servicing Fee, owing from any previous Distribution Dates;

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(4) to the Indenture Trustee, the Indenture Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Indenture Trustee Fees owing from any previous Distribution Dates;

(5) to the Custodian, the Custodian Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Custodian Fees owing from any previous Distribution Dates;

(6) to the Back-up Servicer, the Back-up Servicer Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Back-up Servicer Fees owing from any previous Distribution Dates;

(7) to the Owner Trustee, the Owner Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Owner Trustee Fees owing from any previous Distribution Dates;

(8) to the Manager, the Management Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Management Fees owing from any previous Distribution Dates;

(9) to the extent not paid by the Servicer, to the Indenture Trustee, the Back-up Servicer, the Custodian, the Owner Trustee and the Manager, payment of unpaid reimbursable expenses and indemnities limited to no more than $50,000 on a cumulative basis for each such Person accrued following the Closing Date;

(10) to each Equipment Loan Noteholder for payment on, a pro rata basis of, the Equipment Loan Note Interest Payment in an amount not to exceed the Equipment Loan Note Senior Interest Amount, and the Equipment Unused Facility Fee due and owing on such Distribution Date and the payment, on a pro rata basis, of any accrued but previously unpaid Equipment Loan Note Interest Payment in an amount not to exceed the Equipment Loan Note Senior Interest Amount or Equipment Unused Facility Fee from any previous Distribution Dates;

(11) to the Equipment Loan Noteholders, the sum of (A) Principal Distributable Amount, plus (B) to the extent a Loan Borrowing Base Shortfall exists after the application of such principal payment in clause (A), any amounts necessary to reduce the principal balance of the Equipment Loan Notes to an amount equal to the Equipment Loan Borrowing Base from the remaining Equipment Loan Available Amount;

(12) to the Reserve Account and the Yield Supplement Account, on a pari passu basis, until the amount on deposit therein is equal to the Equipment Loan Reserve Requirement or the Yield Supplement Required Amount, as applicable;

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(13) to each Equipment Loan Noteholder for payment of any Contingent Fees relating to the Equipment Loan Notes;

(14) if such Distribution Date is on or after the third anniversary of the Loan Conversion Date, to each Equipment Loan Noteholder for payment, on a pro rata basis, of such Equipment Loan Noteholder’s then unpaid principal balance of the Equipment Loan Notes until paid in full;

(15) to each Equipment Loan Noteholder for payment of all NPA Indemnified Amounts and other indemnities due and owing to such Equipment Loan Noteholders and any accrued but previously unpaid NPA Indemnified Amounts and other indemnities due and owing to such Equipment Loan Noteholder from any previous Distribution Dates;

(16) first, to the Receivables Collection Account (including with respect to the Carrying Cost Reserve, if applicable) for application to payments of interest, principal, Contingent Fees or any other amounts to be paid from the Receivables Collection Account to the extent any such amounts remain unpaid and second, to the Reserve Account, until the amount on deposit therein is equal to the Reserve Account Required Amount; and

(17) to the Servicer, reimbursement of Servicer Advances and accrued but previously unreimbursed Servicer Advances from any previous Distribution Dates to the extent not paid pursuant to clause (2) above; and

(18) any remaining amounts shall be released to the Issuer or its designee.

(d) On each Distribution Date on which an Event of Default or Rapid Amortization Event is then continuing, the Indenture Trustee, based on the Servicer’s Certificate prepared by the Servicer (and if no Servicer’s Certificate is provided, at the direction of the Administrative Agent, unless objected to by the Required Noteholders), shall distribute the Equipment Loan Available Amount from amounts on deposit in the Loan Collection Account to the following Persons in the following order of priority:

(1) to the Servicer, the amount of any Collections consisting of late fees, financing charges and similar charges;

(2) to the Servicer, the Servicer Advance Reimbursement Amount (for Servicer Advances made in respect of the Loans) and any accrued but previously unreimbursed Servicer Advance Reimbursement Amount (for Servicer Advances made in respect of the Loans) from any previous Distribution Dates but solely from collections received from the Equipment Loans related to such Servicer Advances;

(3) to the Servicer, the Servicing Fee and any accrued but previously unpaid Servicing Fee, owing from any previous Distribution Dates;

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(4) to the Indenture Trustee, the Indenture Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Indenture Trustee Fees owing from any previous Distribution Dates;

(5) to the Custodian, the Custodian Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Custodian Fees owing from any previous Distribution Dates;

(6) to the Back-up Servicer for payment of the Back-up Servicer Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Back-up Servicer Fees owing from any previous Distribution Dates;

(7) to the Owner Trustee, the Owner Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Owner Trustee Fees owing from any previous Distribution Dates;

(8) to the Manager, the Management Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Management Fees owing from any previous Distribution Dates;

(9) to the extent not paid by the Servicer, to the Indenture Trustee, the Back-up Servicer, the Custodian, the Owner Trustee and the Manager, payment of unpaid reimbursable expenses and indemnities, limited to no more than $50,000 on a cumulative basis for each such person, accrued following the Closing Date;

(10) to each Equipment Loan Noteholder for payment, on a pro rata basis, of the Equipment Loan Note Interest Payment due on such Distribution Date in an amount not to exceed the Equipment Loan Note Senior Interest Amount, and the Equipment Unused Facility Fee and for the payment, on a pro rata basis, of any accrued but previously unpaid Equipment Loan Note Interest Payment in an amount not to exceed the Equipment Loan Note Senior Interest Amount and the Equipment Unused Facility Fee owing from previous Distribution Dates;

(11) to each Equipment Loan Noteholder for payment, on a pro rata basis, of such Equipment Loan Noteholder’s then unpaid principal balance of the Equipment Loan Notes until paid in full;

(12) to each Equipment Loan Noteholder for payment of any Contingent Fees relating to the Equipment Loan Notes;

(13) to each Equipment Loan Noteholder for payment of all NPA Indemnified Amounts and other indemnities due and owing to such Noteholder and any accrued but previously unpaid NPA Indemnified Amounts and other indemnities due and owing to such Equipment Loan Noteholder from any previous Distribution Dates;

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(14) to the Receivables Collection Account for application to payments of interest, principal, Contingent Fees or any other amounts to be paid from the Receivables Collection Account to the extent any such amounts remain unpaid;

(15) to the Servicer, reimbursement of Servicer Advances and accrued but previously unreimbursed Servicer Advances from any previous Distribution Dates to the extent not paid pursuant to clause (2) above; and

(16) following payment in full of all Outstanding Obligations, any remaining amounts, released to the Issuer or its designee.

(e)    (i) On each Business Day on which no Event of Default or Rapid Amortization Event is then continuing, the Indenture Trustee shall distribute all amounts on deposit in the Receivables Collection Account (excluding the amounts consisting of the Carrying Cost Reserve pursuant to Section 6.04 of the Pooling and Servicing Agreement) to the following Persons in the following order of priority:

(1) to each Receivables Noteholder for payment, on a pro rata basis, of such Receivables Noteholder’s then unpaid principal balance of the Receivables Note until such Receivables Note is paid in full and any other amounts relating to the Receivables Notes then due and owing by the Issuer to each such Receivables Noteholder until the Outstanding Obligations in respect of the Receivables Notes are paid in full;

(2) any remaining amounts, released to the Issuer or its designee.

(ii) On each Business Day on which an Event of Default or Rapid Amortization Event is then continuing, the Indenture Trustee shall distribute all amounts on deposit in the Receivables Collection Account (excluding the amounts consisting of the Carrying Cost Reserve pursuant to Section 6.04 of the Pooling and Servicing Agreement) to the following Persons in the following order of priority:

(1) to the extent not paid by the Servicer, to the Indenture Trustee, the Back-up Servicer and the Owner Trustee, payment of unpaid reimbursable expenses and indemnities, limited to no more than $50,000 on a cumulative basis per annum for each such Person, accrued following the Closing Date;

(2) to each Receivables Noteholder for payment, on a pro rata basis, of such Receivables Noteholder’s then unpaid principal balance of the Receivables Note until such Receivables Note is paid in full; and

(3) any remaining amount shall be treated as disbursed in accordance with the provisions of Section 8.2(f)(ii).

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(f)(i) On each Distribution Date on which no Event of Default or Rapid Amortization Event is then continuing, the Indenture Trustee, based on the Servicer’s Certificate prepared by the Servicer (and if no Servicer’s Certificate is provided, at the direction of the Administrative Agent, unless objected to by the Required Noteholders), shall distribute all amounts on deposit in the Receivables Collection Account and retained for the Carrying Cost Reserve to the following Persons in the following order of priority:

(1) to the Servicer the amount of any Collections consisting of late fees, financing charges and similar charges;

(2) to the Servicer, the Servicing Fee and any accrued but previously unpaid Servicing Fee owing from any previous Distribution Dates;

(3) to the Indenture Trustee, the Indenture Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Indenture Trustee Fees owing from any previous Distribution Dates;

(4) to the Backup Servicer, the Backup Servicer Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Backup Servicer Fees owing from any previous Distribution Dates;

(5) to the Owner Trustee, the Owner Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Owner Trustee Fees owing from any previous Distribution Dates;

(6) to the Manager, the Management Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Management Fees owing from any previous Distribution Dates;

(7) to the extent not paid by the Servicer, to each Receivables Noteholder, the Indenture Trustee, the Backup Servicer, the Owner Trustee and the Manager, payment of unpaid reimbursable expenses and indemnities limited to no more than $50,000 on a cumulative basis for each such Person accrued following the Closing Date;

(8) to each Receivables Noteholder, on a pro rata basis, the Receivables Note Interest Payment in an amount not to exceed the Receivables Note Senior Interest Amount, and the Receivables Unused Facility Fee due on such Distribution Date and for the payment, on a pro rata basis, of any accrued but previously unpaid Receivables Note Interest Payment in an amount not to exceed the Receivables Note Senior Interest Amount or Receivables Unused Facility Fee owing to each such Receivables Noteholder from any previous Distribution Dates;

(9) to the Reserve Account, until the amount on deposit therein is equal to the Receivables Reserve Requirement;

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(10) to each Receivables Noteholder for payment of any Contingent Fees relating to the Receivables Notes;

(11) to each Receivables Noteholder for payment of all NPA Indemnified Amounts and other indemnities due and owing to such Receivables Noteholder and any accrued but previously unpaid NPA Indemnified Amounts and other indemnities due and owing to such Receivables Noteholder from any previous Distribution Dates;

(12) first, to the Loan Collection Account for application to payments of interest, principal, Contingent Fees or any other amounts to be paid from the Loan Collection Account to the extent any such amounts remain unpaid and second, to the Reserve Account until the amount on deposit therein is equal to the Reserve Account Required Amount; and

(13) any remaining amounts, released to the Issuer or its designee.

(ii) On each Distribution Date on which an Event of Default or Rapid Amortization Event is then continuing, the Indenture Trustee, based on the Servicer’s Certificate prepared by the Servicer (and if no Servicer’s Certificate is provided, at the direction of the Administrative Agent, unless objected to by the Required Noteholders), shall distribute all amounts on deposit in the Receivables Collection Account and retained for the Carrying Cost Reserve to the following Persons in the following order of priority:

(1) to the Servicer the amount of any Collections consisting of late fees, financing charges and similar charges;

(2) to the Servicer, the Servicing Fee and any accrued but previously unpaid Servicing Fee, owing from any previous Distribution Dates;

(3) to the Indenture Trustee, the Indenture Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Indenture Trustee Fees owing from any previous Distribution Dates;

(4) to the Backup Servicer, the Backup Servicer Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Backup Servicer Fees owing from any previous Distribution Dates;

(5) to the Owner Trustee, the Owner Trustee Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Owner Trustee Fees owing from any previous Distribution Dates;

(6) to the Manager, the Management Fee (to the extent not previously paid by the Servicer) and any accrued but previously unpaid Management Fees owing from any previous Distribution Dates;

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(7) to the extent not paid by the Servicer, to each Receivable Noteholder, the Indenture Trustee, the Backup Servicer, the Owner Trustee and the Manager, payment of unpaid reimbursable expenses and indemnities limited to no more than $50,000 on a cumulative basis for each such Person accrued following the Closing Date;

(8) to each Receivables Noteholder on a pro rata basis, the Receivables Note Interest Payment in an amount not to exceed the Receivables Note Senior Interest Amount and the Receivables Unused Facility Fee due on such Distribution Date and for the payment, on a pro rata basis, of any accrued but previously unpaid Receivables Note Interest Payment in an amount not to exceed the Receivables Note Senior Interest Amount or Receivables Unused Facility Fee owing to each such Receivables Noteholder from any previous Distribution Dates;

(9) to the Reserve Account, until the amount on deposit therein is equal to the Receivables Reserve Requirement;

(10) to each Receivables Noteholder for payment, on a pro rata basis, of such Receivables Noteholder’s then outstanding principal balance of the Receivables Note until such Receivables Note is paid in full;

(11) to each Receivables Noteholder, on a pro rata basis, any Contingent Fees relating to the Receivables Notes;

(12) to each Receivables Noteholder for payment of all NPA Indemnified Amounts and other indemnities due and owing to such Receivables Noteholder and any accrued but previously unpaid NPA Indemnified Amounts and other indemnities due and owing to such Receivables Noteholder from any previous Distribution Dates;

(13) first, to the Loan Collection Account for application to payments of interest, principal, Contingent Fees or any other amounts to be paid from the Loan Collection Account to the extent any such amounts remain unpaid until all amounts in respect of the Equipment Loan Notes are paid in full and then second, to the Reserve Account until the amount on deposit therein is equal to the Reserve Account Required Amount;

(14) to the Loan Collection Account for payment of all amounts then due and owing by the Issuer hereunder in respect of the Equipment Loan Notes; and

(15) following payment in full of all Outstanding Obligations, any remaining amounts, released to the Issuer or its designee.

(g) The Indenture Trustee Fees, Servicing Fees, Custodial Fees, Back-up Servicer Fees, Owner Trustee Fees, Default Step-Up Amount, reimbursed expenses and indemnities, NPA Indemnified Amounts and other unreimbursed indemnities due and owing to

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each Noteholder shall be apportioned between the Receivables Notes and Equipment Loan Notes on a pro rata basis, based upon the relative outstanding principal balance of the Equipment Loan Notes and the Receivables Notes.

(h) If on any Distribution Date:

(1) the Equipment Loan Available Amount or Receivables Available Amount, as the case may be, are insufficient to make the entire distributions in respect of the Equipment Loan Note Interest Payment and/or the Receivables Note Interest Payment;

(2) an Equipment Loan Borrowing Base Shortfall would exist after giving effect to payments pursuant to clause (11) of Section 8.2(c);

(3) a Receivables Borrowing Base Shortfall would exist after giving effect to payments pursuant to Section 8.2(e)(i);

(4) an Equipment Loan Borrowing Base Shortfall would exist after giving effect to payments pursuant to clause (11) of Section 8.2(d); or

(5) if such Distribution Date is also the Final Scheduled Distribution Date and the Notes will not have been paid in full on such date;

then the Indenture Trustee shall withdraw available funds from the Reserve Account (including any amounts therein constituting the Ineligible Cap Reserve at such time, if any) and the Yield Supplement Account (solely with respect to any interest payment on the Equipment Loan Notes) to the extent available and necessary to make such payment of interest or principal or remedy such shortfalls and shall apply those funds to such payment of interest or principal or remedy such shortfalls; provided, however, that if there are insufficient funds to make all such payments of interest or principal or remedy such shortfall, as the case may be, then the amount then on deposit in the Reserve Account (including any amounts therein constituting the Ineligible Cap Reserve at such time, if any) and the Yield Supplement Account (solely with respect to any interest payment on the Equipment Loan Notes) shall be allocated between the Equipment Loan Notes on the one hand and the Receivables Notes on the other hand in accordance with Section 8.7. In addition, upon or at any time following the occurrence of an Event of Default, the Indenture Trustee shall (as and when directed to do so by the Required Noteholders) withdraw such amount from the Reserve Account (including any amounts therein constituting the Ineligible Cap Reserve at such time, if any) and the Yield Supplement Account (solely with respect to any interest payment on the Equipment Loan Notes) as the Required Noteholders shall direct and apply such funds to the payment of principal and interest as provided in this Section 8.2; provided, however, that if there are insufficient funds to make all such payments of interest or principal, as the case may be, then the amount then on deposit in the Reserve Account (including any amounts therein constituting the Ineligible Cap Reserve at such time, if any) and the Yield Supplement Account (solely with respect to any interest payment on the Equipment Loan Notes) shall be allocated between the Equipment Loan Notes on the one hand and the Receivables Notes on the other hand in accordance with Section 8.7. Notwithstanding the foregoing, distributions under this Section 8.7 shall be withdrawn first from the Yield

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Supplement Account to the extent available and necessary to remedy interest payment shortfalls, and second, from the Reserve Account to the extent available and necessary to remedy principal and interest shortfalls.

In the event that the available funds in the Reserve Account (including any amounts therein constituting the Ineligible Cap Reserve at such time, if any) and the Yield Supplement Account (solely with respect to any interest payment on the Equipment Loan Notes) are insufficient to complete all such payments of interest or principal or remedy such shortfalls as the case may be, the Indenture Trustee will draw, in accordance with Section 3.27, on the Letters of Credit to the extent of such shortfall. In addition, upon or at any time following the occurrence of an Event of Default, the Indenture Trustee, as and when directed to do so by the Required Noteholders, shall draw on the Letters of Credit to the extent of the remaining Available Drawing Amount and apply the funds drawn from the Letters of Credit to the payment of principal or interest; provided, however, that if there are insufficient funds to make all such payments of interest or principal, as the case may be, then the Available Drawing Amount shall be allocated between the Equipment Loan Notes on the one hand and the Receivables Notes on the other hand in accordance with Section 8.7.

(i) The Issuer hereby instructs the Indenture Trustee to make any payments owing to the Issuer directly to the Registered Owners of the Issuer unless and until the Indenture Trustee has received further instructions from the Paying Agent of the Issuer.

(j) Notwithstanding any of the foregoing in this Section 8.2, both prior to and after the applicable Conversion Date, all amounts which, under this Section 8.2, are to be applied in reduction of the principal amount of the Receivables Notes or the Equipment Loan Notes, as applicable, up to the aggregate of the applicable Percentage Interests (as defined in the Note Purchase Agreement) sold to any non-renewing Committed Purchasers (as defined in the Note Purchase Agreement) (or their Support Parties (as defined in the Note Purchase Agreement), as applicable) as described in Section 2.8 of the Note Purchase Agreement, shall be distributed ratably among the applicable Noteholders (both renewing and non-renewing) according to the aggregate of the applicable Percentage Interests held by them, in reduction of such Percentage Interests, but the non-renewing Committed Purchasers shall not be required to fund any future Advances. When (after the Liquidity Termination Date, as in effect prior to giving effect to the renewal) the aggregate principal balances of the Notes of the non-renewing Committed Purchasers shall have been reduced to zero, such Committed Purchasers shall then cease to have any rights under this Agreement for any purpose.

SECTION 8.3 General Provisions Regarding Accounts.

(a) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(b) If (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Designated Accounts to the Indenture Trustee by 11:00 a.m. New York

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City time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2(a), or, if such Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in one or more Eligible Investments of the type described in clause (d) of the definition of Eligible Investments.

SECTION 8.4 Release of Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee (x) shall (at the direction of the Required Noteholders) or may (with the consent of the Required Noteholders) and (y) when required by the provisions of this Indenture, execute instruments to release property in the Trust Estate from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, solely in accordance with the express provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, (i) at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7 have been paid, notify the Issuer thereof in writing and upon receipt of an Issuer Request, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Designated Accounts, and (ii) following the Receivables Conversion Date, at such time as there are no Receivables Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7 in respect of the Receivables Notes have been paid, notify the Issuer thereof in writing and upon receipt of an Issuer Request, and at the sole expense of the Issuer, release from the lien of this Indenture any remaining portion of the Trust Estate consisting of any Receivables and Related Assets with respect thereto, the Receivables Collection Account and the Receivables Lockbox Accounts and any funds then on deposit therein, any funds then on deposit in the Reserve Account allocated to the Receivable Notes and any other portion of the Trust Estate relating to the Receivables and release such portion of the Trust Estate to the Issuer’s designee (which shall not be the Issuer and which shall acquire such portion of the Trust Estate) (the date of such release, the “Receivables Payoff Date”), including by agreeing to a decrease in the aggregate principal amount of any Letter of Credit.

SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days notice when the Indenture Trustee is requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also receive as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, the Administrative Agent and the Required Noteholders, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the Notes or the rights

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of the Administrative Agent or the Noteholders in contravention of the provisions of this Indenture or any of the Basic Documents; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any instrument delivered to the Indenture Trustee in connection with any such action.

SECTION 8.6 Additional Payments to Indenture. The Issuer shall pay to the Indenture Trustee, solely from funds when, if and to the extent available for such purpose pursuant to Section 8.2, any amounts payable to such Person pursuant to Section 8.01 of the Pooling and Servicing Agreement and not so paid within forty-five (45) days of the date required.

SECTION 8.7 Attribution of Reserve Account and Letters of Credit to Notes.

(a) The Equipment Loan LC Amount and Receivables LC Amount, as applicable, shall be in an amount equal to the product of (x) the Available Drawing Amount and (y) a fraction, the numerator of which is equal to the Equipment Loan Collateral Value (in the case of the Equipment Loan LC Amount) and the Receivables Collateral Value (in the case of the Receivables LC Amount) and the denominator of which is equal to the sum of the Receivables Collateral Value and the Equipment Collateral Value. Notwithstanding the foregoing, following the Loan Conversion Date, the amount of any increase in the Available Drawing Amount shall be attributed solely with respect to the Equipment Loan Notes.

(b) The amount then on deposit in the Reserve Account to be attributed to the Equipment Loan Notes and the Receivables Notes, as applicable, shall be in an amount equal to the product of (x) the amount then on deposit in the Reserve Account and (y) a fraction, the numerator of which is equal to the Equipment Loan Collateral Value (in the case of the attribution amounts to the Equipment Loan Notes) and the Receivables Collateral Value (in the case of the attribution of amounts to the Receivables Notes) and the denominator of which is equal to the sum of the Equipment Loan Collateral Value and the Receivables Collateral Value. Notwithstanding the foregoing, all Reserve Account amounts in excess of 1.0% of the sum of (i) the Net Equipment Loans Balance and (ii) the Net Receivables Balance shall be attributed to the Equipment Loan Notes.

ARTICLE IX

AMENDMENTS

SECTION 9.1 Amendments Without Consent of Noteholders.

(a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies and, the prior written consent of the Administrative Agent and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend the Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture;

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(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes;

(iii) to add to the covenants of the Issuer for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity or to correct or supplement any provision herein or in any amendment which may be inconsistent with any other provision herein, in any amendment or in any other Basic Document;

(vi) to evidence and provide for the acceptance of the appointment in compliance with Article VI by a successor or additional Indenture Trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, if applicable, or under any similar federal statute hereafter enacted to the extent required by the TIA, if applicable, or such statute and to add to this Indenture such other provisions as may be expressly required by the TIA, if applicable, or such act, and the Indenture Trustee is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained.

(b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior written notice to the Rating Agencies and prior written consent of the Administrative Agent, at any time and from time to time enter into one or more amendments or supplements hereto or may waive any of the provisions hereof for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that any such action shall not, as evidenced by an Officer’s Certificate from the Servicer, have the effect described in the proviso to Section 9.2(a).

SECTION 9.2 Amendments With Consent of Noteholders; Waivers.

(a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies (with a copy to the Noteholders) and with the prior written consent of the Required Noteholders, by Act of the Required Noteholders delivered to the Issuer and the Indenture Trustee, amend the Indenture or waive any of the provisions thereof for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that without limiting any rights the Required

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Noteholders may have with respect thereto, no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby:

(i) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate applicable thereto (including by any amendment which affects the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date) or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for (a) any such amendment, (b) any waiver of compliance with certain provisions of this Indenture, certain defaults hereunder and their consequences as provided for in this Indenture or (c) any action described in Sections 3.7(e), 5.2, 5.6, 5.12(a), 6.8, or 6.16;

(iii) modify or alter the definition of the terms “Outstanding,” “Equipment Loan Borrowing Base,” “Receivables Borrowing Base,” “Equipment Loan Advance Rate” or any of the defined terms necessary (but only to the extent necessary) for the interpretation of such terms;

(iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes;

(v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to approve any amendments to any provisions of this Indenture or any of the Basic Documents; or

(vi) permit the creation of any Lien ranking prior to or on a parity with the lien of this Indenture with respect to any material part of the Trust Estate or, except as otherwise permitted or contemplated herein or in any other Basic Document, terminate the lien of this Indenture on any material property at any time subject to the lien of this Indenture or deprive the Holder of any Note of any material portion of the security afforded by the Lien of this Indenture to the extent such Noteholder consent is required under this Indenture.

Provided further, that without limiting any rights the Required Noteholders may have with respect to this Section 9.2(a), no such amendment shall, without the consent of the Special Required Noteholders:

(i) modify or alter the definition of the terms “Eligible Bank,” “Eligible Cap Provider,” “Eligible Equipment Loan,” “Eligible Letter of Credit,”

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“Eligible Receivable,” “Excess Loan Concentration Amount,” “Interest Rate Cap Agreement” or any of the defined terms necessary (but only to the extent necessary) for the interpretation of such terms;

(ii) modify or alter the terms of the Financial Condition Covenant contained in Section 3.07 to the Pooling and Servicing Agreement; or

(iii) modify or alter any provision of (a) Section 4.1 or Article V of this Agreement, or Article IX of the Pooling and Servicing Agreement or (b) reduce the percentage of the Outstanding Amount of the Notes required to consent to any waiver or direct any action in connection therewith.

(b) It shall be sufficient as an Act of the Required Noteholders if the Required Noteholders approve the substance and the form of any proposed amendment.

(c) Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or waiver in accordance with this Section 9.2, the Indenture Trustee shall mail to the Administrative Agent and the Noteholders to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

(d) The Special Required Noteholders may, by one or more instruments in writing to the Indenture Trustee, waive any Event of Default hereunder and its consequences, except a continuing Event of Default:

(i) in respect of the payment of the principal or of interest on any Note (which may only be waived by the Holder of such Note), or

(ii) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Note outstanding affected (which only may be waived by the Holders of all Notes outstanding affected).

Upon any such waiver, such Event of Default shall cease to exist and shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

SECTION 9.3 Execution of Amendments or Waivers. In executing, or permitting the additional trusts created by, any amendment or waiver permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee and the Required Noteholders shall be entitled to receive, and subject to Sections 6.1 and 6.2 (with respect to the Indenture Trustee), shall be fully protected in relying upon, an Opinion of Counsel and Officer’s Certificate stating that the execution of such amendment is authorized or permitted by this Indenture and that all conditions precedent to such execution have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

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SECTION 9.4 Effect of Amendments or Waivers. Upon the execution of any amendment or waiver pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer, the Administrative Agent and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications, waivers and amendments, and all the terms and conditions of any such amendment shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5 [Reserved]

SECTION 9.6 Reference in Notes to Amendments and Waivers. Notes authenticated and delivered after the execution of any amendment pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such amendment. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such amendment may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes of the same class.

ARTICLE X

REDEMPTION OF NOTES

SECTION 10.1 Redemption.

(a) The Notes are subject to redemption upon the exercise by the Servicer of its option to purchase the Equipment Loans, related assets and Receivables pursuant to Section 10.01 of the Pooling and Servicing Agreement. The purchase price for the Notes to be redeemed shall be equal to the applicable Redemption Price. The Issuer shall furnish the Noteholders and the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1(a), the Issuer shall furnish notice thereof to the Indenture Trustee not later than thirty (30) days prior to the Redemption Date and the Issuer shall deposit into the Loan Collection Account, at least one (1) Business Day before the Redemption Date, the aggregate Redemption Price of the Notes to be redeemed and all other amounts required to be paid pursuant to Section 10.01 of the Pooling and Servicing Agreement, whereupon all such Notes shall be due and payable on the Redemption Date.

(b) [Reserved]

(c) Within sixty (60) days after the redemption in full pursuant to this Section 10.1, the Indenture Trustee shall provide the Rating Agencies and the Administrative Agent with written notice stating that all of such Notes have been redeemed.

SECTION 10.2 Form of Redemption Notice.

(a) Notice of redemption of the Notes under Section 10.1(a) shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than ten (10) days prior to the applicable Redemption Date to each Holder of the Notes of record, respectively, at such Noteholder’s address appearing in the Note Register, with a copy to the Administrative Agent.

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(b) All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price; and

(iii) the place where Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency Office of the Indenture Trustee to be maintained as provided in Section 3.2).

(c) Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note to be redeemed shall not impair or affect the validity of the redemption of any other Note to be redeemed.

SECTION 10.3 Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.2, on the Redemption Date cease to be Outstanding for purposes of this Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuer shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price.

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16, 3.19, 3.20, 3.21 and 3.24; (v) the rights, obligations and immunities of the Indenture Trustee and the Administrative Agent hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 11.2 and 11.4); and (vi) the rights of Noteholders and the Administrative Agent as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:

(a) either:

(1) all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) Notes for whose payment

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money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or

(2) all Notes not theretofore delivered to the Indenture Trustee for cancellation:

(A) have become due and payable,

(B) will be due and payable on their respective Final Scheduled Distribution Dates within one (1) year, or

(C) are to be called for redemption within one (1) year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer,

and the Issuer, in the case of (A), (B) or (C) of Section 11.1(a)(2) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are due and payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Distribution Dates for such Notes or the Redemption Date for such Notes (if such Notes are to be called for redemption pursuant to Section 10.1(a)), as the case may be;

(b) the Issuer has paid or caused to be paid all other sums payable hereunder or under the other Basic Documents; and

(c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel each meeting the applicable requirements of Section 12.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

SECTION 11.2 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Sections 3.3 and 11.1 shall be held in trust and applied by it in accordance with the provisions of the Notes and this Indenture to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest or other amounts due and payable under the Basic Documents; but such monies need not be segregated from other funds except to the extent required herein or in the Pooling and Servicing Agreement or by applicable law.

SECTION 11.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to each class of Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this

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Indenture with respect to each such class of Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

SECTION 11.4 Duration of Position of Indenture Trustee for Benefit of Registered Owners. Notwithstanding (i) the earlier payment in full of all principal and interest due to the Noteholders under the terms of Notes of each class, (ii) the cancellation of such Notes pursuant to Section 2.8 and (iii) the discharge of the Indenture Trustee’s duties hereunder with respect to such Notes, the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder for the benefit of the Registered Owners, and the Indenture Trustee, for the benefit of the Registered Owners shall, at the option of the Issuer, comply with its obligations under Sections 6.01(a), 6.02(a), 6.03(a), 6.04(a), 6.05(a), 9.02 and 9.03 of the Pooling and Servicing Agreement, as appropriate, until such time as all distributions in respect of the Certificates hereunder have been paid in full.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1 Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee and the Administrative Agent: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

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(b)(i) Other than with respect to the release of any property or securities pursuant to Sections 3.21, 8.2, 8.4 and 10.1 of this Indenture and Section 6.09 of the Pooling and Servicing Agreement, whenever any property or securities are to be released from the Lien of this Indenture, prior to the deposit with the Indenture Trustee of any of the Trust Estate or other property or securities that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall deliver to the Indenture Trustee and the Administrative Agent an Independent Certificate as to the matters described in clause (a) above if the fair value to the Issuer of the property or securities, if any, to be so deposited and of all other such property or securities made on the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to this clause (b)(i), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(ii) Notwithstanding Sections 2.9 and 8.4 or any other provision of this Section 12.1, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Loans as and to the extent expressly permitted or required by the Basic Documents and (B) make cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent expressly permitted or required by the Basic Documents.

SECTION 12.2 Form of Documents Delivered to Indenture Trustee.

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified, by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(b) Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, ALER, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, ALER, the Issuer or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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(d) Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee or the Administrative Agent, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s or any Beneficiary’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 12.3 Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Administrative Agent, the Noteholders or a class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Person or Persons signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 12.3.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 12.4 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or the Administrative Agent or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with the Indenture Trustee, the Issuer, the Administrative Agent, the Noteholders or the Rating Agencies under this Indenture shall be made upon, given or furnished to or filed with such party as specified in Appendix B to the Pooling and Servicing Agreement.

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SECTION 12.5 Notices to Noteholders; Waiver.

(a) Where this Indenture provides for notice to Noteholders or the Administrative Agent of any condition or event, such notice shall be given as specified in Appendix B to the Pooling and Servicing Agreement.

(b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders or the Administrative Agent shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default.

SECTION 12.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

SECTION 12.7 [Reserved]

SECTION 12.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 12.9 Successors and Assigns.

(a) All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.

(b) All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 12.10 Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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SECTION 12.11 Benefits of Indenture. Each of the Beneficiaries (subject to the procedures in Article V) and their successors and assigns shall be third party beneficiaries to the provisions of this Indenture, as it may be supplemented or amended, and shall be entitled to rely upon and directly to enforce such provisions of the Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Beneficiaries (subject to the procedures in Article V) and any other party secured hereunder and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 12.12 Legal Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 12.13 Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

SECTION 12.14 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 12.15 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee and the Administrative Agent to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 12.16 No Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

(i) the Indenture Trustee or the Owner Trustee in its individual capacity;

(ii) any owner of a beneficial interest in the Issuer; or

(iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in their individual capacities, any

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holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities (or any of their successors or assigns), except as any such Person may have expressly agreed in the Basic Documents (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 12.17 No Petition. The Indenture Trustee, by entering into this Indenture, the Administrative Agent, each Noteholder and Note Owner, by accepting a Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one (1) year and one (1) day after the Outstanding Obligations shall have been paid in full and the termination of this Indenture with respect to the Issuer pursuant to Section 11.1, acquiesce, petition or otherwise invoke or cause ALER or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against ALER or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of ALER or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of ALER or the Issuer. The covenants and agreements contained in this Section 12.17 shall survive the termination of this Indenture.

SECTION 12.18 Inspection. The Issuer agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee or the Administrative Agent during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder or as otherwise required in connection with the enforcement or administration of the transactions under the Basic Documents.

SECTION 12.19 Assignment. Notwithstanding anything to the contrary contained herein, this Indenture may not be assigned by the Issuer without the prior written consent of the Special Required Noteholders. The Issuer shall provide written notice of such assignment to the Rating Agencies, the Administrative Agent and the Noteholders.

SECTION 12.20 Survival of Agreement. All covenants, agreements, representations and warranties made herein and in the other documents delivered pursuant hereto shall survive the pledge of the Trust Estate and the issuance of the Notes and except as provided in

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Section 11.1, shall continue in full force and effect until payment in full of the Notes and all amounts owing to the Indenture Trustee and the Administrative Agent hereunder and under the Basic Documents, as applicable; provided, however, that, from and after the Receivables Payoff Date, all covenants, agreements, representations and warranties made in this Agreement with respect to such Receivables shall be of no further force and effect.

SECTION 12.21 Cooperation and Further Assurances.

(a) The Issuer hereby agrees that it will cooperate in good faith and use commercially reasonable efforts to assist the Administrative Agent in any sale or securitization of the Notes to take place after the applicable Conversion Date; provided, however, that each of the parties hereto agrees that it shall not be obligated to take any action (including making any changes or amendments to any of the Basic Document), or provide any consent if such party would thereby incur any material obligations or liabilities as a result thereof; provided, further, that the Administrative Agent shall, at the written request of the assisting party, offer such party indemnification reasonably satisfactory to such party against any costs, liabilities and expenses incurred in providing any requested assistance.

(b) In the event of any Regulatory Change (as defined in the Note Purchase Agreement) which results in either (i) a determination that either (x) the Issuer is not a Qualified Special Purpose Entity or (y) any CP Conduit (as defined in the Note Purchase Agreement) is not an entity, in either case that is not required, under generally accepted accounting principles, to consolidate its financial statements with any other entity, or (ii) a cost arising under Section 2.3 of the Note Purchase Agreement, the parties hereto agree to negotiate in good faith to amend the Basic Documents in order to eliminate the consolidation requirement; provided, however, that no party shall be obligated to take any action (or make any amendments) if in the reasonable opinion of such party any such amendment to the Basic Documents will be unlawful or otherwise disadvantageous or inconsistent with its policies or regulatory restrictions or result in any liability, unreimbursed cost or expense to such party.

SECTION 12.22 Waiver of Jury Trial. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE, THE BASIC DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS INDENTURE AND THE OTHER RELATED DOCUMENTS TO WHICH IT IS A PARTY, BY AMONG OTHER THINGS, THIS WAIVER.

SECTION 12.23 Consent to Jurisdiction. THE ISSUER IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ANY COURT IN THE STATE OF

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NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS INDENTURE, THE OTHER BASIC DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT OR ACTION OR PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS INDENTURE OR ANY OF THE OTHER RELATED DOCUMENTS OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS. THE ISSUER IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION, WHOSE ADDRESS IS 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AS ITS TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS. THE ISSUER AGREES THAT SERVICE OF SUCH PROCESS UPON SUCH PERSON SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS UPON IT. NOTHING CONTAINED IN THIS INDENTURE SHALL LIMIT OR AFFECT THE RIGHTS OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO START LEGAL PROCEEDINGS RELATED TO ANY OF THE RELATED DOCUMENTS AGAINST THE ISSUER OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY JURISDICTION.

SECTION 12.24 No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

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SECTION 12.25 No Recourse as to Indenture Trustee. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by The Bank of New York Mellon, not individually or personally but solely as indenture trustee under the Indenture and the Basic Documents, in the exercise of the powers and authority conferred and vested in it and (b) nothing herein contained shall be construed as creating any liability on The Bank of New York Mellon, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

ALLIANCE LAUNDRY EQUIPMENT

RECEIVABLES TRUST 2009-A

By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity but solely
	as Owner Trustee
By:
Name:
Title:

[Signatures Continue on the Following Page]

Indenture

THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely as

Indenture Trustee

By:

Name:

Title:

Indenture

EXHIBIT A-1

Up to $[        ]

BY ACQUIRING THIS NOTE EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (1) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION UNDER THE 1933 ACT AS CONFIRMED BY AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE TRANSFEROR WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE TRANSFEROR, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A

EQUIPMENT LOAN NOTES

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to         , or registered assigns, (i) the principal sum of         ($        ) or such lesser principal amount as may then constitute the aggregate unpaid balance of the Equipment Loan Note which sum shall be payable on the dates and in the amounts set forth in the Indenture, dated as of June 26, 2009 (as amended, restated or otherwise modified from time to time, the “Indenture”), between the Issuer and The

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Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the dates and in the amounts set forth in the Indenture. A record of each Advance, prepayment and repayment shall be made by the Indenture Trustee and absent manifest error such record shall be conclusive.

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:	ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, as Issuer
	By:	WILMINGTON TRUST COMPANY,
		not in its individual capacity but solely as Owner Trustee
	By:
	Name:
	Title:

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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:

THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Indenture Trustee

By:

Name:

Title:

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REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Equipment Loan Notes, all issued under an Indenture, dated as of June 26, 2009 (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all amendments thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the holder of this Note by virtue of acceptance hereof assents and by which such holder is bound. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture.

The Indenture secures the payment of principal and interest on, and any other amounts owing in respect of the Notes, equally and ratably without prejudice, priority or distinction.

Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder will not, prior to the date which is one (1) year and one (1) day after the termination of this Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause Alliance Laundry Equipment Receivables 2009 LLC (“ALER”) or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against ALER or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of ALER or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of ALER or the Issuer.

Each Noteholder, by acceptance of a Note, unless otherwise required by appropriate taxing authorities, agrees to treat the Notes as indebtedness secured by the Loans and/or the Receivables for the purpose of federal income taxes, state and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

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Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Required Noteholders. The Indenture also contains provisions permitting the Required Noteholders to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Required Noteholders shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture. The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws, and the obligations, rights and remedies of the Indenture Trustee hereunder shall be determined in accordance with the internal laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither ALER, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants,

A-1-6

obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-1-7

EXHIBIT A-2

Up to $[        ]

BY ACQUIRING THIS NOTE EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (1) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION UNDER THE 1933 ACT AS CONFIRMED BY AN OPINION OF COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE TRANSFEROR WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE TRANSFEROR, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A

RECEIVABLES NOTE

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to         , or registered assigns, (i) the principal sum of         ($        ) or such lesser principal amount as may then constitute the aggregate unpaid balance of the Receivables Note which sum shall be payable on the dates and in the amounts set forth in the Indenture, dated as of June 26, 2009 (as amended, restated or otherwise modified from time to time, the “Indenture”), between the Issuer and The

A-2-1

Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Note on the dates and in the amounts set forth in the Indenture. A record of each Advance, prepayment and repayment shall be made by the Indenture Trustee and absent manifest error such record shall be conclusive.

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

A-2-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date:

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, as Issuer
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

A-2-3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:

THE BANK OF NEW YORK MELLON, not in its

individual capacity but solely as Indenture Trustee

By:

Name:

Title:

A-2-4

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Receivables Notes, all issued under an Indenture, dated as of June 26, 2009 (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all amendments thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the holder of this Note by virtue of acceptance hereof assents and by which such holder is bound. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture.

The Indenture secures the payment of principal and interest on, and any other amounts owing in respect of the Notes, equally and ratably without prejudice, priority or distinction.

Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder will not, prior to the date which is one (1) year and one (1) day after the termination of this Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or cause Alliance Laundry Equipment Receivables 2009 LLC (“ALER”) or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against ALER or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of ALER or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of ALER or the Issuer.

Each Noteholder, by acceptance of a Note, unless otherwise required by appropriate taxing authorities, agrees to treat the Notes as indebtedness secured by the Loans and/or the Receivables for the purpose of federal income taxes, state and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

A-2-5

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Required Noteholders. The Indenture also contains provisions permitting the Required Noteholders to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Required Noteholders shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws, and the obligations, rights and remedies of the Indenture Trustee hereunder shall be determined in accordance with the internal laws of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither ALER, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment

A-2-6

of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-2-7

EXHIBIT B

LOCATIONS OF SCHEDULE OF LOANS

The Schedule of Loans is on file at the offices of:

1. The Indenture Trustee

2. The Owner Trustee

3. ALS

4. Alliance Laundry Equipment Receivables 2009 LLC

B-1

EXHIBIT C

Form of Interest Rate Swap Agreement

C-1

EXHIBIT D

INVESTMENT LETTER

Alliance Laundry Equipment Receivables Trust 2009-A

Alliance Laundry Systems, LLC

Alliance Laundry Equipment Receivables 2009 LLC

Shepard Street

P.O. Box 990 Ripon,

WI 54971-0990

The Bank of New York Mellon, as Indenture Trustee

101 Barclay Street New York,

New York 10286

Attn: Asset Backed Securities Group/Alliance Laundry Equipment Receivables Series 2009-A/Antonio Vayas

Tel: 212-815-8325

Fax: 212-815-2493

Ladies and Gentlemen:

In connection with the purchase of an Equipment Loan Note and/or a Receivables Note (each, a “Note”) in accordance with the provisions of Section 2.12 of the Indenture, dated as of June 26, 2009 (the “Indenture”) between Alliance Laundry Equipment Receivables Trust 2009-A (the “Issuer”) and The Bank of New York Mellon, as Indenture Trustee (the “Indenture Trustee”) the undersigned buyer (“Buyer”) hereby acknowledges, represents and agrees that:

(1) The Buyer is a “qualified purchaser” (as such term is defined in Section 2(A)(51)(A) of the Investment Company Act of 1940).

(2) CHECK ONE OF A or B

¨ A. The transaction is to a Buyer who is an institutional investor and an “accredited investor” (as defined in Rule 501(a)(1),(2),(3), (7) or (8) (all of the equity investors of which are accredited investors specified in Rule 501(a)(1), (2), (3) or (7)) of Regulation D under the Securities Act (an “Institutional Accredited Investor”)). The Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Note, and the Buyer and any accounts for which it is acting is able to bear the economic risk of investment in the Note for an indefinite period of time. The Buyer is acquiring the Note for investment and not with a view to, or for offer and sale in connection with, a public distribution.

¨ B. The transaction meets the requirements of Rule 144A under the Securities Act and the Buyer is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act. The Buyer is familiar with Rule 144A under the Securities Act and is aware that the seller of the Note and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the Securities Act provided by Rule 144A.

D-1

(3) The Notes have not been and will not be registered under the Securities Act, any state securities or “Blue Sky” law, and may not be reoffered, resold, pledged or otherwise transferred except pursuant to an exemption available under the Securities Act, and in accordance with all applicable securities and “Blue Sky” laws of any state of the United States or any other jurisdiction. The Buyer will, and each subsequent holder is required to, notify any subsequent purchaser of such Note from it of the resale restrictions referred to in Section 2.12 of the Indenture. The Buyer is acquiring the Note for its own account, and the Buyer is not acquiring the Note with a view to or for sale or transfer in connection with any distribution of the Note under the Securities Act, but subject, nevertheless, to any requirement of law that the dispositions of its property shall at all times be within its control.

(4) The Notes will bear a legend to the effect set forth in clause (9) below.

(5) If it is acquiring any notes as a fiduciary or agent for one or more investor accounts, the Buyer has sole investment discretion with respect to each such account and that it has full power to make the acknowledgments, representations and agreements contained herein on behalf of such account.

(6) It represents, warrants and covenants that either (1) it is not acquiring the Note with the assets of an “employee benefit plan” subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a “plan” described in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), any entity deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity, or a governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or section 4975 of the Code or (2) the acquisition and holding of the Note by the purchaser or transferee, throughout the period that it holds the Note, will not result in a non-exempt prohibited transaction under ERISA or section 4975 of the Code (or, in the case of a governmental plan, any substantially similar applicable law).

(7) Unless the transfer occurs between Members of the same Purchaser Group, the Buyer acknowledges that the Indenture Trustee will not be required to accept for registration of transfer any Note acquired by it, except upon presentation of evidence satisfactory to the Transferor and the Indenture Trustee that the restrictions set forth in Article 7 of the Note Purchase Agreement and Section 2.12 of the Indenture have been complied with.

(8) The purchaser acknowledges that the Seller, the Transferor and the Issuer will rely on the truth and accuracy of the acknowledgments, representations and agreements set forth herein.

D-2

(9) Each Note shall bear the following legends:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION UNDER THE 1933 ACT, AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

BY ACQUIRING THIS NOTE EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (1) IT IS NOT ACQUIRING THIS NOTE WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ANY ENTITY DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

(10) You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

D-3

Each capitalized term that is used and not otherwise defined in this letter has the meaning that the Indenture assigns to such term or, in not defined therein, in Part I of Appendix A to the Pooling and Servicing Agreement, dated as of June 26, 2009, among the Issuer, Alliance Laundry Equipment Receivables 2009 LLC and Alliance Laundry Systems LLC (as it may be amended, supplemented or modified from time to time.

Print Name of Buyer

By:

Name:

Title:

Date:

D-4

SCHEDULE 3.22

PERFECTION CERTIFICATE – ISSUER

June 26, 2009

The undersigned, Alliance Laundry Equipment Receivables Trust 2009-A (the “Issuer”), hereby certifies, with reference to the Indenture (the “Indenture”), dated as of June 26, 2009 (terms defined in this certificate shall have the same meanings herein as specified in the Pooling and Servicing Agreement (as defined in the Indenture)), among the Issuer and the Indenture Trustee, to the Indenture Trustee and each Beneficiary as follows:

1. Name. The exact legal name of the Company as that name appears on its Certificate of Formation is as follows:

Alliance Laundry Equipment Receivables Trust 2009-A

2. Other Identifying Factors.

(a) The following is the mailing address of the Company:

c/o Wilmington Trust

Rodney Square North

1100 North Market

Wilmington, DE 19890-0001

(b) If different from its mailing address, the Company’s place of business or, if more than one, its chief executive office is located at the following address:

None

(c) The following is the type of organization of the Company:

Delaware Statutory Trust

(d) The following is the jurisdiction of the Company’s organization:

Delaware

3. Other Names, Etc.

(a) The following is a list of all other names (including trade names or similar appellations) used by the Company, or any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five (5) years.

None

Sch. 3.1(k)-1

(b) Attached hereto is the information required in Section 2 for any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years.

Not Applicable

4. Other Current Locations.

(a) The following are all other locations in the United States of America in which the Company maintains any books or records relating to any of the Specified Assets consisting of accounts, instruments, chattel paper, general intangibles or mobile goods:

None

(b) The following are all other locations in the United States of America where any of the Specified Assets consisting of inventory or equipment is located:

Not Applicable

(c) The following are the names and addresses of all persons or entities other than the Company, such as, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Specified Assets consisting of instruments, chattel paper, inventory or equipment:

LaSalle Bank National Association

2571 Busse Road

Suite

200 Elk Grove Village, IL 60007

5. Prior Locations.

(a) Set forth below is the information required by Section 4(a) with respect to each location or place of business previously maintained by the Company at any time during the past five (5) years in a state in which the Company has previously maintained a location or place of business at any time during the past four (4) months:

Not Applicable

Sch. 3.1(k)-2

IN WITNESS WHEREOF, we have hereunto signed this Certificate as of the date first above written.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

EX-10.2

Exhibit 10.2

PURCHASE AGREEMENT

BETWEEN

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

as Buyer

AND

ALLIANCE LAUNDRY SYSTEMS LLC,

as Seller

DATED AS OF JUNE 26, 2009

TABLE OF CONTENTS

		Page
ARTICLE I.    DEFINITIONS		1
SECTION 1.1	Definitions	1
ARTICLE II.    PURCHASE AND SALE OF CONVEYED ASSETS		2
SECTION 2.1	Initial Transfer of Conveyed Assets	2
SECTION 2.2	Subsequent Transfers of Conveyed Assets	2
SECTION 2.3	Timing of Conveyances	3
SECTION 2.4	Consideration for, and Characterization of, Purchases	3
SECTION 2.5	No Recourse	4
SECTION 2.6	No Assumption of Obligations Relating to Conveyed Assets, Related Assets or Contracts	4
SECTION 2.7	True Sales and True Contributions	4
SECTION 2.8	Addition of Sellers	5
SECTION 2.9	[Reserved]	5
SECTION 2.10	Calculation of Purchase Price	5
SECTION 2.11	Definitions and Calculations Related to Purchase Price Percentage	6
SECTION 2.12	Purchase Mechanics	8
SECTION 2.13	[Reserved]	10
SECTION 2.14	Application of Collections and Other Funds	10
SECTION 2.15	Servicing of Conveyed Assets and Related Assets	10
SECTION 2.16	Payments and Computations, Etc	10
ARTICLE III.    REPRESENTATIONS AND WARRANTIES		11
SECTION 3.1	Representations and Warranties of the Sellers	11
SECTION 3.2	Representations and Warranties of Buyer	17
ARTICLE IV.    CONDITIONS		18
SECTION 4.1	Conditions to Obligation of Buyer	18
SECTION 4.2	Conditions to Obligation of Seller	20
SECTION 4.3	Effect of Transfer	20
ARTICLE V.    ADDITIONAL AGREEMENTS		20
SECTION 5.1	Affirmative Covenants	20
SECTION 5.2	Reporting and Noticing Requirements	24
SECTION 5.3	Negative Covenants	25

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI.    ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE SPECIFIED ASSETS		27
SECTION 6.1	Rights of Buyer	27
SECTION 6.2	Responsibilities of the Sellers	28
SECTION 6.3	Further Action Evidencing Purchases	28
SECTION 6.4	Collection of Conveyed Assets; Rights of Buyer and Its Assignees	29
ARTICLE VII.    TERMINATION		30
SECTION 7.1	Termination by the Sellers	30
SECTION 7.2	Automatic Termination	30
ARTICLE VIII.    INDEMNIFICATION		31
SECTION 8.1	Indemnities by the Sellers	31
ARTICLE IX.    MISCELLANEOUS PROVISIONS		32
SECTION 9.1	Amendments; Waivers, Etc	32
SECTION 9.2	Notices	33
SECTION 9.3	Cumulative Remedies	33
SECTION 9.4	Binding Effect; Assignability; Survival of Provisions	33
SECTION 9.5	Governing Law	33
SECTION 9.6	Costs, Expenses and Taxes	34
SECTION 9.7	Submission to Jurisdiction	34
SECTION 9.8	WAIVER OF JURY TRIAL	34
SECTION 9.9	Integration	35
SECTION 9.10	Counterparts	35
SECTION 9.11	Acknowledgment and Consent	35
SECTION 9.12	No Partnership or Joint Venture	35
SECTION 9.13	No Proceedings	35
SECTION 9.14	Severability of Provisions	36
SECTION 9.15	Further Assurances	36
SECTION 9.16	Survival	36

-ii-

TABLE OF CONTENTS

(continued)

		Page
EXHIBITS
Exhibit A-1 - Form of Initial PA Assignment
Exhibit A-2 - Form of Subsequent PA Assignment
SCHEDULES
Schedule Number	Description
3.1(k)	Perfection Certificate - Seller
3.1(p)	Listing of Lockbox and Bank Accounts
APPENDICES
Appendix A	Definitions
Appendix B	Notice Addresses and Procedures

-iii-

PURCHASE AGREEMENT, dated as of June 26, 2009, between ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Buyer”), and ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company individually, and as Servicer (in its individual capacity, “ALS,” or “Seller” and collectively with all Subsidiaries of ALS that become a Seller, the “Sellers”).

WHEREAS, Buyer desires to purchase from Seller, from time to time, Equipment Loans, Receivables and all Related Security;

WHEREAS, Seller is willing to sell to Buyer from time to time such Equipment Loans, Receivables and Related Security;

WHEREAS, Buyer will sell or otherwise transfer such Equipment Loans, Receivables and Related Security, to Alliance Laundry Equipment Receivables Trust 2009-A (together with its permitted successors and assigns, the “Issuer”);

WHEREAS, the Issuer will issue notes and certificates of beneficial interest (any such issued interests or securities collectively the “Securities”) to fund its acquisition of such Equipment Loans, Receivables and Related Security; and

WHEREAS, the Issuer will pledge its rights in such Receivables, Equipment Loans and Related Security, including its rights under this Agreement, to the Indenture Trustee under the Indenture for the benefit of the Securityholders.

NOW, THEREFORE, in consideration of the foregoing, the other good and valuable consideration and the mutual terms and covenants herein contained, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1 Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned them in Part A of Appendix A hereto, as it may be amended, supplemented or modified from time to time, and such capitalized terms used herein but not otherwise defined in Part A of Appendix A hereto shall have the respective meanings assigned them in Part I of Appendix A to the Pooling and Servicing Agreement, as it may be amended, supplemented or modified from time to time. All references herein to “the Agreement” or “this Agreement” are to this Purchase Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in Appendix A hereto, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part B of such Appendix A shall be applicable to this Agreement.

ARTICLE II.

PURCHASE AND SALE OF CONVEYED ASSETS

SECTION 2.1 Initial Transfer of Conveyed Assets. On the terms and subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article IV), each Seller hereby transfers to the Buyer, effective as of the Closing Date, all of Seller’s right, title and interest in, to and under:

(a) all Receivables of the Seller, as listed on the Funding Date Data Pool Report delivered on the Closing Date, which report shall contain data as of the Initial Cutoff Date;

(b) each Equipment Loan that is listed as one of the Initial Transferred Assets on the Funding Date Data Pool Report delivered on the Closing Date, which report shall contain data as of the Initial Cutoff Date;

(c) all Related Security with respect to all Conveyed Assets described in Sections 2.1 (a) and (b) above;

(d) the Lockbox Accounts, the Bank Accounts, all documents, instruments and agreements relating to the Lockbox Accounts and the Bank Accounts, and all amounts from time to time on deposit in the Lockbox Accounts or the Bank Accounts;

(e) all Records relating to any of the foregoing; and

(f) all Proceeds of the foregoing, including Collections.

Such transfer shall be characterized as set forth in Section 2.4. All of the items listed in clauses (a), (b), (c), (d), (e) and (f) of this Section 2.1 are collectively referred to as the “Initial Transferred Assets.”

SECTION 2.2 Subsequent Transfers of Conveyed Assets. On the terms and subject to the conditions set forth in this Agreement (including the conditions precedent set forth in Article IV), each Seller agrees to transfer to Buyer (which transfer shall be characterized as set forth in Section 2.4), and Buyer agrees to accept from such Seller, at the times set forth in Section 2.3, all of such Seller’s right, title and interest in, to and under:

(a) all unpaid Receivables existing as of the Initial Cutoff Date and not transferred pursuant to Section 2.1 and thereafter arising and originated by each Seller from time to time prior to the earlier to occur of (x) the Receivables Conversion Date and (y) the closing of Seller’s business on the Purchase Termination Date, which Receivables shall be listed on a Funding Date Data Pool Report delivered on the related Receivables Settlement Date, which report shall contain data as of the Business Day immediately preceding such Receivables Settlement Date;

(b) each Equipment Loan that is listed on a Funding Date Data Pool Report delivered two (2) Business Days prior to the related Funding Date (provided, however, that once per calendar quarter, such Funding Date Data Pool Report may be delivered one (1) Business Day prior to the related Funding Date), which report shall contain data as of the Loan Cutoff Date;

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(c) all Related Security with respect to all Conveyed Assets described in Sections 2.2(a) and (b) above;

(d) all Records relating to any of the foregoing; and

(e) all Proceeds of the foregoing, including Collections.

As used herein, (i) “Purchased Receivables” means the items listed above in Sections 2.1(a) and 2.2(a), (ii) “Purchased Equipment Loans” means the items listed above in Sections 2.1(b) and 2.2(b), (iii) “Conveyed Assets” means the Purchased Receivables and Purchased Equipment Loans collectively, (iv) “Related Assets” means the items listed above in Sections 2.1(c), (d), (e) and (f) and 2.2(c), (d) and (e) collectively, and (v) “Specified Assets” means the Conveyed Assets and the Related Assets collectively.

SECTION 2.3 Timing of Conveyances. Subject to the satisfaction of the terms and conditions of Section 4.1:

(a) Initial Closing Date Conveyances. The Specified Assets described in Section 2.1 shall be conveyed by the Seller to the Buyer on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A-1 (the “Initial PA Assignment”).

(b) Regular Purchases. (i) On the Closing Date, and thereafter from time to time until the earlier to occur of (x) the Loan Conversion Date and (y) the closing of Seller’s business on the Purchase Termination Date, any Purchased Equipment Loans and Related Assets with respect to such Purchased Equipment Loans shall be transferred by the Seller to the Buyer pursuant to a written assignment substantially in the form of Exhibit A-2 (each a, “Subsequent PA Assignment” and, together with the Initial PA Assignment the “PA Assignments”), on the Purchase Date set forth in a Funding Date Data Pool Report delivered by a Seller to the Buyer that lists such Purchased Equipment Loans; provided, however, that such purchases and sales of Equipment Loans shall occur not more frequently than once per each calendar week.

(ii) On the Closing Date, and on each Business Day thereafter until the earlier to occur of (x) the Receivables Conversion Date and (y) the closing of Seller’s business on the Purchase Termination Date, the Seller shall transfer to the Buyer all Purchased Receivables and Related Assets with respect to such Purchased Receivables originated by the Seller since the close of business on the prior Business Day (or in the case of a transfer on the Closing Date, since the close of business on the Initial Cutoff Date).

SECTION 2.4 Consideration for, and Characterization of, Purchases. (a) On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to make Purchase Price payments to, and accept capital contributions from, the Sellers in accordance with the provisions of Section 2.12.

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(b) The transfers contemplated in Section 2.1 and Section 2.2 of Eligible Receivables and Eligible Equipment Loans shall be treated as (x) sales to the extent of cash received by Seller from Buyer on the related Purchase Date or Receivables Settlement Date, as applicable, and (y) if such Seller is ALS, to the extent the Total Consideration is in excess of the amount set forth in clause (x), a contribution to the capital of the Buyer in the amount of such excess. The transfers of Conveyed Assets contemplated in Sections 2.1 and 2.2 that are not Eligible Receivables or Eligible Equipment Loans shall be treated as a capital contribution to the Buyer.

SECTION 2.5 No Recourse. Except as specifically provided in this Agreement, the sale and purchase of Specified Assets under this Agreement shall be without recourse to the Sellers; it being understood that each Seller shall be liable to Buyer for all representations, warranties, covenants and indemnities made by such Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to such Seller for the credit risk of the Obligors under any Conveyed Assets.

SECTION 2.6 No Assumption of Obligations Relating to Conveyed Assets, Related Assets or Contracts. None of the Buyer, the Servicer, the Issuer, the Indenture Trustee or any Third Party Financier shall have any obligation or liability to any Obligor or other customer or client of Seller, including any obligation to perform any of the obligations of any Seller under any Specified Asset. No such obligation or liability is intended to be assumed by the Buyer, the Servicer, the Issuer, the Indenture Trustee or any Third Party Financier, and any assumption is hereby expressly disclaimed.

SECTION 2.7 True Sales and True Contributions. The Sellers and Buyer intend the transfers of Specified Assets hereunder to be absolute conveyances by the Sellers to Buyer that are absolute and irrevocable and that provide Buyer with the full benefits of ownership of the Specified Assets, and (other than for tax purposes and the limited accounting purposes described in the following sentence) none of the Sellers nor Buyer intend the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to any Seller. Without limiting or otherwise affecting the preceding sentence, and solely for accounting purposes, the Seller will treat the sale or contribution of Receivables owing by certain foreign obligors as loans until the Seller recognizes the revenue associated with those Receivables in accordance with GAAP consistently applied; and for tax purposes, the transactions contemplated by the Basic Documents will be treated as a financing by the Seller. However, in the event that, notwithstanding the intent of the parties, any Specified Assets are determined to be property of any Seller’s estate, then (i) this Agreement also shall be deemed to be a security agreement within the meaning of the UCC, and (ii) the conveyance by such Seller provided for in this Agreement shall be deemed to be a grant by such Seller to Buyer of all of such Seller’s right, title and interest in, to and under the Specified Assets, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to such Seller in the amount of the Total Consideration and (3) without limiting the foregoing, the payment and performance of such Seller’s obligations (whether monetary or otherwise) hereunder. Each Seller and Buyer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Specified Assets, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable

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law and shall be maintained as such throughout the term of this Agreement. The parties agree that the foregoing sales of Specified Assets constitute sales of “accounts,” “promissory notes” and “tangible chattel paper” as described in the UCC, and that this Agreement shall create a security interest in favor of the Buyer as the purchaser of the Specified Assets. Notwithstanding such intent, if the arrangements with respect to the Specified Assets hereunder are deemed for any purpose to constitute a loan and not a purchase and sale or contribution of such Specified Assets, it is the intention of the parties hereto that this Agreement shall still constitute a security agreement under applicable law, and each Seller hereby grants to the Buyer a first priority perfected security interest in all of such Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Specified Assets, and all money, accounts, general intangibles, payment intangibles, chattel paper, instruments, documents, goods, supporting obligations, investment property, deposit accounts, securities accounts, certificates of deposit, letters of credit, letter-of-credit rights, and advices of credit consisting of, arising from or related to the Specified Assets, and all proceeds thereof, to secure its obligations hereunder, including its obligation to remit to the Seller, or its successors and assigns, all Collections of the Specified Assets and other proceeds of the Specified Assets.

SECTION 2.8 Addition of Sellers. Upon (i) the delivery to Issuer (as assignee of Buyer) of a performance guaranty by ALS, in form and substance acceptable to the Administrative Agent (acting at the direction of the Special Required Noteholders), guaranteeing the performance obligations of such Subsidiary of the Seller and (ii) with the prior written consent of the Special Required Noteholders in each instance, any Subsidiary of Seller may become a Seller hereunder and thereafter may sell to Buyer its Receivables, Equipment Loans, Related Security, Lockbox Accounts, Bank Accounts and Proceeds. Each Subsidiary of a Seller that is proposed to be added as a Seller shall give to each of the Buyer and all Third Party Financiers and Rating Agencies not less than ten (10) Business Days’ prior written notice of the effective date of the addition of the Subsidiary as a Seller. Once the notice has been given, any addition of a Subsidiary of Seller as a Seller pursuant to this section shall become effective on the first Business Day following the expiration of such ten (10) Business Day period (or such later date as may be specified in the notice) on which the Subsidiary and the parties hereto shall have executed and delivered the agreements, instruments and other documents and the amendments or other modifications to the Transaction Documents (including financing statements, lien searches and opinions), in form and substance reasonably satisfactory to each of the Buyer and each Third Party Financiers, that any of the foregoing reasonably determines are necessary or appropriate to effect the addition.

SECTION 2.9 [Reserved]

SECTION 2.10 Calculation of Purchase Price. With respect to (i) the Closing Date, (ii) each Purchase Date when Equipment Loans and Related Assets with respect thereto are transferred to Buyer from a Seller pursuant to Section 2.2 and (iii) each Receivables Settlement Period during which Receivables and Related Assets with respect thereto are transferred to Buyer from a Seller pursuant to Section 2.2, the “Purchase Price” to be paid by the Buyer to such Seller on the Closing Date, such Purchase Date or the next following Receivables Settlement Date, as applicable, for the applicable Specified Assets that are Eligible Equipment Loans and/or Eligible Receivables, shall be determined in accordance with the following formula:

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PP	=	AUB x PPP
where:
PP	=	the aggregate Purchase Price for the applicable Specified Assets to be purchased from such Seller on the Closing Date, such Purchase Date or such Receivables Settlement Date, as applicable;
AUB	=	the “Aggregate Unpaid Balance” of the applicable Conveyed Assets that are to be transferred from such Seller on the Closing Date or the applicable Purchase Date or that have been transferred from such Seller during the applicable Receivables Settlement Period. For purposes of this calculation, “Aggregate Unpaid Balance” shall mean (i) for purposes of calculating the Purchase Price to be paid to such Seller on the Closing Date, the sum of the Unpaid Balance of each applicable Conveyed Asset generated by such Seller, calculated as of (x) the close of business on the third Business Day prior to the Closing Date with respect to the Equipment Loans and (y) the close of business on the Business Day prior to the Closing Date with respect to the Receivables, (ii) for purposes of calculating the Purchase Price payable on each subsequent Purchase Date, the sum of the Unpaid Balance of each applicable Equipment Loan to be transferred from such Seller on such Purchase Date, calculated as of (x) the close of business on the third Business Day prior to such Purchase Date, and (iii) for purposes of calculating the Purchase Price payable on each Receivables Settlement Date, the sum of the Unpaid Balance of each applicable Receivable transferred from such Seller during the applicable Receivables Settlement Period, calculated as of the close of business on the Business Day prior to such Receivables Settlement Date; and
PPP	=	the Purchase Price Percentage applicable to the applicable Conveyed Assets to be transferred from such Seller on the Closing Date or the applicable Purchase Date or that have been transferred from such Seller during the applicable Receivables Settlement Period, as determined pursuant to Section 2.11 (which Purchase Price Percentage will differ according to the type of Conveyed Assets sold).

SECTION 2.11 Definitions and Calculations Related to Purchase Price Percentage.

(a)(i) “Purchase Price Percentage” for any Receivables that are Eligible Receivables and are to be sold by a Seller on any day during a Settlement Period shall mean the percentage determined in accordance with the following formula:

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PPP	=	100% - (LD + PDRR)
where:
PPP	=	the Purchase Price Percentage in effect during such Settlement Period,
LD	=	the Loss Discount (expressed as a percentage) in effect during such Settlement Period, as determined pursuant to subsection (b) below, and
PDRR	=	the Purchase Discount Reserve Ratio (expressed as a percentage) in effect during such Settlement Period, as determined on such day pursuant to subsection (c) below, and

(ii) “Purchase Price Percentage” for any Equipment Loans that are Eligible Equipment Loans and are to be sold by a Seller on any day during a Settlement Period shall mean one-hundred percent (100%).

The Purchase Price Percentage, the Loss Discount and the Purchase Discount Reserve Ratio shall be recomputed by the Servicer on or prior to each Settlement Date as of the then most recent Cutoff Date, and shall become effective immediately after it becomes available and remain in effect until the next succeeding Settlement Date; provided, however, that if such data is not delivered on or prior to a Settlement Date, the Purchase Price Percentage, the Loss Discount and Purchase Discount Reserve Ratio which are then applicable shall remain effective until such revised information is delivered.

(b)(i) “Loss Discount” in effect during such Settlement Period means a percentage equal to the Default Ratio-Receivables (expressed as a percentage) for the Calculation Period ending immediately prior to the commencement of such Settlement Period.

(ii) “Default Ratio-Receivables” shall have the meaning set forth in Part I of Appendix A to the Pooling and Servicing Agreement.

(c) “Purchase Discount Reserve Ratio” for the Receivables to be sold on any day during a Settlement Period shall mean a percentage determined in accordance with the following formula:

PDRR	=	DSOR/360 x DR where:
PDRR	=	the Purchase Discount Reserve Ratio in effect during such Settlement Period,
DSOR	=	the Days Sales Outstanding-Receivables during the Calculation Period ending immediately prior to the commencement of such Settlement Period, and
DR	=	the Discount Rate (expressed as a percentage) in effect during such Settlement Period as determined pursuant to subsection (d) below.

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(d) “Discount Rate” for the Conveyed Assets to be sold or contributed on any day during a Settlement Period shall mean a percentage calculated to provide Buyer with a reasonable return on its investment in the Conveyed Assets after taking account of (i) the time value of money based upon the anticipated dates of collection of the Conveyed Assets and the cost to Buyer of financing its investment in the Conveyed Assets during such period and (ii) the costs of sub-servicing performed by the applicable Seller. A Seller and Buyer may agree from time to time to change the Discount Rate based on changes in the items affecting the calculation thereof, provided that any change to the Discount Rate shall take effect as of the commencement of a Settlement Period, shall apply only prospectively and shall not affect the Purchase Price payment in respect of Purchases which occurred during any Settlement Period ending prior to the Settlement Period during which such Seller and Buyer agree to make such change; and provided, further, that any adjusted Purchase Price calculation resulting from such adjustment shall be determined by the Seller and the Buyer to result in a Purchase Price that represents the then fair market value of such Conveyed Assets.

(e) The Discount Rate shall initially be 5%.

SECTION 2.12 Purchase Mechanics. (a) (i) To the extent Buyer has sufficient funds or Purchase Price Credits pursuant to clauses (A) and (B) below, then (x) on the first Funding Date, Buyer shall purchase from the Seller the Conveyed Assets that are Eligible Equipment Loans and Eligible Receivables transferred to Buyer on such date, (y) with respect to the Equipment Loans, the Buyer shall purchase from the Seller on each Purchase Date thereafter, the Conveyed Assets that are Eligible Equipment Loans and (z) with respect to Receivables, on each Receivables Settlement Date thereafter, Buyer shall make payment to the Seller for the transfers of the Conveyed Assets that are Eligible Receivables made on each Business Day in the immediately preceding Receivables Settlement Period, in each of cases (y) and (z), pursuant to Section 2.2, and in each case on the terms and subject to the conditions of this Agreement, and Buyer shall pay to such Seller as the Purchase Price for the applicable Conveyed Assets as follows:

(A) make a cash payment to such Seller of such Purchase Price, to the extent that Buyer has cash available to make such payment pursuant to Section 2.14;

(B) if the Buyer does not have cash available to pay the full Purchase Price, automatically decrease the aggregate amount of then outstanding Purchase Price Credits with respect to such Seller, but not below zero;

(ii) To the extent the Buyer has insufficient funds or Purchase Price Credits pursuant to the foregoing clauses (A) and (B) above, then the Seller shall be deemed to have made a capital contribution to the Buyer in the amount of such deficiency (that is, in an amount equal to the difference between (x) an amount equal to the aggregate Purchase Price that would be payable for all Eligible Receivables or Eligible Equipment Loans, as applicable, transferred on the applicable Purchase Date, or during the applicable

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Receivables Settlement Period, had they all been sold for cash and Purchase Price Credits (such amount, the “Total Consideration”) less (y) the Purchase Price actually paid (whether in the form of cash or Purchase Price Credits) for all Eligible Receivables or Eligible Equipment Loans, as applicable, transferred on such Purchase Date or during the applicable Receivables Settlement Period, as applicable) on the first Funding Date or on any such Purchase Date or Receivables Settlement Date, as applicable, with respect to the remainder of the Conveyed Assets that are Eligible Receivables and Eligible Equipment Loans, pursuant to Section 2.2 on the terms and subject to the conditions of this Agreement.

(b) The Seller shall be deemed to have made a capital contribution to the Buyer on the first Funding Date and on each Purchase Date or Receivables Settlement Date, as applicable, of the Conveyed Assets that are not Eligible Receivables or Eligible Equipment Loans.

(c) If on any Business Day, either of the following conditions shall apply:

(A) the Unpaid Balance of a Purchased Receivable is (i) reduced as a result of any defective goods or services or a cash discount, (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction and whether such claim relates to a Seller or any Affiliate thereof), or (iii) otherwise reduced as a result of any Dilution; or

(B) any of the Buyer, the Administrative Agent, or the Required Noteholders reasonably determine that any Purchased Receivable that was identified on the related Funding Date Data Pool Report as an Eligible Receivable or the associated Related Asset failed to comply with the representations set forth in Section 3.1 on the Purchase Date on which such Purchased Receivable was transferred by the Seller to the Buyer (if a Purchased Receivable is remedied under this clause (B), then the remedy under clause (A) shall not apply),

then, in either such instance, the Buyer shall be entitled to a reduction in the then unpaid Purchase Price otherwise payable to the applicable Seller (such reduction in the unpaid Purchase Price, a “Purchase Price Credit”) in an amount equal to (i) in the case of clause (A) above, the full amount of such reduction, setoff or cancellation in the Unpaid Balance of such Purchased Receivable, and (ii) in the case of clause (B) above, the Unpaid Balance of such non-conforming Purchased Receivable on the date such Purchase Price Credit is determined (the applicable amount set forth in clause (i) or (ii), the “Receivables Credit Amount”). The applicable Seller may, at its option, at any time prior to the Receivables Conversion Date elect to remedy the events described in clause (A) or (B) above by remitting to the Issuer (as assignee of the Buyer) cash in an amount equal to the unpaid Receivables Credit Amount.

Notwithstanding the foregoing, the applicable Seller shall remit to the Issuer (as assignee of the Buyer): (x) on the Receivables Conversion Date, cash in an amount equal to the sum of all then unpaid Receivables Credit Amounts calculated as of the Receivables Conversion Date and (y) on each Business Day after the Receivables Conversion Date, cash in an amount

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equal to all unpaid Receivables Credit Amounts that result from events or conditions that occur or exist (or are discovered) subsequent to the Receivables Conversion Date and with respect to which payment has not already been made pursuant to this sentence.

(d) If on any Business Day, any of the Buyer, the Issuer, the Administrative Agent, or the Required Noteholders reasonably determines that any Purchased Equipment Loan that was identified as an Eligible Equipment Loan on the related Funding Date Data Pool Report or the associated Related Assets failed to comply with the representations set forth in Section 3.1 on the Purchase Date on which such Purchased Equipment Loan was transferred by such Seller to Buyer, then, the Seller shall, at its election, either repurchase the affected Purchased Equipment Loans for the Purchase Price equal to the Warranty Payment for such Loan or provide the Buyer (or the Issuer as its assignee) with a Substitute Loan, at the times and in accordance with the procedures set forth in Section 2.12 or 2.13 as applicable of the Pooling and Servicing Agreement.

SECTION 2.13 [Reserved]

SECTION 2.14 Application of Collections and Other Funds. If, on any day, Buyer receives payments from the Trust as permitted by the Indenture, Buyer shall apply the funds as follows:

(a) first, to pay its existing expenses and to set aside funds for the payment of expenses that are then accrued (in each case to the extent such expenses are permitted to exist under the applicable Third Party Documents);

(b) second, to pay the unpaid Purchase Price pursuant to Section 2.12 for the applicable Conveyed Assets and Related Assets which were purchased by Buyer from the Sellers on such day; and

(c) third, if Buyer shall elect, to declare and pay distributions to ALS, in its capacity as the sole member of Buyer, to the extent permitted by law.

SECTION 2.15 Servicing of Conveyed Assets and Related Assets. Consistent with Buyer’s ownership of the Specified Assets, as between the parties to this Agreement, Buyer shall have the sole right to service, administer and collect the Specified Assets and to assign and delegate such right to others.

SECTION 2.16 Payments and Computations, Etc. (a) All amounts to be paid by a Seller to Buyer hereunder shall be paid in accordance with the terms hereof no later than 11:30 a.m., New York City time, on the day when due in Dollars in immediately available funds to an account that Buyer shall from time to time specify in writing. Payments received by Buyer after such time shall be deemed to have been received on the next Business Day. In the event that any payment becomes due on a day that is not a Business Day, then the payment shall be made on the next Business Day. Each Seller shall, to the extent permitted by law, pay to Buyer, on demand, interest on all amounts not paid when due hereunder at 2% per annum above the Base Rate plus the Applicable Margin (as each such term is defined in the Pooling and Servicing Agreement) on the date the payment was due; provided, however, that the interest rate shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

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(b) All amounts to be paid by Buyer to a Seller hereunder shall be paid no later than 3:00 p.m., New York City time, on the day when due in Dollars in immediately available funds to an account that Seller shall from time to time specify in writing. Payments received by such Seller after such time shall be deemed to have been received on the next Business Day. In the event that any payment becomes due on a day that is not a Business Day, then such payment shall be made on the next Business Day.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Representations and Warranties of the Sellers. Each Seller severally makes the following representations and warranties for the benefit of the Buyer, the Issuer and the Third Party Financiers as to each Seller and as to the Specified Assets on which Buyer relies in accepting such Specified Assets. Unless otherwise provided below, such representations and warranties speak as of the Closing Date and each Purchase Date, Receivables Settlement Date and Funding Date for each Seller for the Specified Assets to be acquired or settled on such date, and shall survive the sale, transfer and assignment of such Specified Assets to Buyer and the subsequent assignment and transfer thereof to the Issuer:

(a) Organization and Good Standing. Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the Specified Assets;

(b) Due Qualification. Seller is duly qualified to do business as a limited liability company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires or shall require such qualification;

(c) Power and Authority. Seller has the power and authority to execute and deliver this Agreement and to carry out its terms; Seller has full power and authority to sell and assign the Specified Assets to Buyer, has duly authorized such sale and assignment to Buyer by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by Seller by all necessary limited liability company action;

(d) Valid Sale; Binding Obligation. This Agreement, together with the delivery of a Funding Date Data Pool Report, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Specified Assets specified therein, enforceable against creditors of Seller; and this Agreement, together with the applicable Funding Date Data Pool Report, when duly executed and delivered, shall constitute a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its respective terms, except as

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enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(e) No Violation. The consummation of the transactions contemplated by this Agreement and any Funding Date Data Pool Report, and the fulfillment of the terms of this Agreement and any Funding Date Data Pool Report, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time, or both) a default under, the limited liability company agreement of Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than this Agreement or any other Transaction Document), or violate any law (including without limitation any bulk sales, tax or similar laws) or, to Seller’s knowledge, any order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Seller or any of its properties;

(f) No Proceedings. There are no proceedings or, to Seller’s knowledge, investigations pending or, to Seller’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Seller or its properties (i) asserting the invalidity of this Agreement or any other Transaction Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by Seller of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document;

(g) No Consent. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by Seller of this Agreement or any other Transaction Document or the consummation by Seller of the transactions contemplated hereby or thereby except as expressly contemplated herein or therein;

(h) Due Execution and Delivery. This Agreement and each of the other Transaction Documents to which it is a party have been duly executed and delivered on behalf of Seller;

(i) Ability to Perform. No event has occurred which materially and adversely affects Seller’s operations or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(j) Insolvency. Seller (i) is not insolvent and will not be rendered insolvent by the transactions contemplated by this Agreement or any other Transaction Document and has an adequate amount of capital to conduct its business in the ordinary course and to carry out its obligations hereunder, (ii) shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (iii) shall not make such transfer with actual

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intent to hinder, delay or defraud any Person, and (iv) shall not have assets that constitute unreasonably small capital to carry out its business as then conducted. Seller does not contemplate the commencement of insolvency, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official with respect to it or any of its assets. Seller is not selling or transferring the Specified Assets with any intent to hinder, delay or defraud its creditors;

(k) UCC Information. As of the initial Funding Date, the information set forth on Schedule 3.1(k) is true, correct and complete in all material respects;

(l) [Reserved]

(m) Release of Lien. Each transfer of Conveyed Assets and Related Assets satisfies the requirements for release of all liens thereon set forth in the Credit Agreement, and all transfers shall satisfy the requirements for release set forth in any successor facility to the Credit Agreement;

(n) Eligible Equipment Loans and Eligible Receivables. On the Closing Date or subsequent Purchase Date of Conveyed Assets hereunder from such Seller, each such Conveyed Asset identified as an Eligible Equipment Loan or Eligible Receivable in the related Funding Date Data Pool Report, is an Eligible Equipment Loan or Eligible Receivable, as the case may be;

(o) Accuracy of Information. All written information furnished by, or on behalf of, such Seller to Buyer or any Third Party Financier pursuant to or in connection with any Transaction Document, or any transaction contemplated herein or therein, does not and shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading, in each case on the date the statement was made and in light of the circumstances under which the statements were made or the information was furnished;

(p) Lockbox Banks and Payment Instructions. The names and addresses of all the banks, together with the account numbers of the accounts at such banks (and all related lockboxes and post office boxes), into which Collections are paid as of the Closing Date are set forth in Schedule 3.1(p); such banks, accounts, lockboxes and post office boxes constitute all of the Lockbox Banks and Lockbox Accounts as of the Closing Date, and all of such Lockbox Accounts are subject to Lockbox Agreements;

(q) [Reserved]

(r) [Reserved]

(s) Taxes. Such Seller has filed all Federal income tax returns and all other material tax returns (including, without limitation, any bulk sales or similar tax returns) that are required to be filed by it whether in connection with this transaction or otherwise and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except for any such taxes or assessments, if any, that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in conformity with GAAP have been provided. No Tax Lien has been filed, and, to the knowledge of such Seller, no claim is being asserted, with respect to any such tax or assessment;

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(t) Margin Regulations. No use of any funds obtained by Seller under this Agreement will conflict with or contravene any of Regulations T, U and X promulgated by the Federal Reserve Board from time to time;

(u) Investment Company Act; Other Regulations. Such Seller is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. Such Seller is not subject to regulation under any Federal or state statute or regulation which limits its ability to incur indebtedness;

(v) No Adverse Selection. No Purchased Equipment Loan is selected on any basis intended to adversely affect the value of any Third Party Financier’s right and interest under the applicable Third Party Documents;

(w) ERISA. As of the date hereof and as of each Purchase Date: (i) each of ALS and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and regulations and published interpretations thereunder, and (ii) no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;

(x) [Reserved]

(y) [Reserved]

(z) Conformity with Seller Policies. All Specified Assets (other than those not identified as Eligible Receivables or Eligible Equipment Loans) were originated in the ordinary course of business and in conformity with the Credit and Collection Policies of such Seller as in effect at such time; and

(aa) Security Interest Representations.

(i) In the event that the transfer of the Specified Assets pursuant to the terms of this Agreement is held not to constitute a “true sale” or “true contribution,” this Agreement creates a valid and continuing security interest (as defined in the UCC) in the Specified Assets in favor of the Buyer, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller;

(ii) The Purchased Receivables constitute “accounts” within the meaning of the applicable UCC. The Purchased Equipment Loans constitute “tangible chattel paper” within the meaning of the applicable UCC. The Equipment constitutes “equipment” and not “fixtures” under the UCC. The Equipment Notes constitute “instruments” within the meaning of the applicable UCC;

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(iii) Immediately prior to the conveyance of the Specified Assets set forth in this Agreement, the Seller was the sole owner of such Specified Assets and owned and had good and marketable title to the Specified Assets, free and clear of any Lien, claim or encumbrance of any Person (whether senior, junior or pari passu) except for any Permitted Adverse Claim; provided, however, that the Seller makes no representation regarding the availability of a willing buyer for the Specified Assets.

(iv) The Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Specified Assets granted to the Buyer and assigned to the Issuer (and the Indenture Trustee as assignee of the Issuer). All financing statements filed against the Seller in favor of the Buyer in connection herewith describing the Specified Assets contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Buyer, the Issuer and the Indenture Trustee (as assignee of the Issuer)”;

(v) The Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Specified Assets except for Permitted Adverse Claims. The Seller has not authorized the filing of, and is not aware of, any financing statements or documents of similar import against the Seller that include a description of collateral covering the Specified Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Buyer and assigned to the Issuer (and the Indenture Trustee as assignee of the Issuer) or (ii) that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller;

(vi) The Seller or the Indenture Trustee has received a written acknowledgement from the Custodian that the Custodian is holding the only originally executed counterpart of each Equipment Note and the related security agreement on behalf of, and for the benefit of, the Indenture Trustee and is subject to the Custodian’s customary security and safekeeping procedures;

(vii) None of the Equipment Notes or Equipment Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Buyer’s and the Issuer’s assignee, the Indenture Trustee; and other than any holder of an Adverse Claim to be released simultaneously with the Purchase by the Buyer hereunder; and

(viii) The Seller has received all necessary consents and approvals required by the terms of the Specified Assets to pledge to the Buyer of its interest and rights in such Specified Assets hereunder, under the Pooling and Servicing Agreement or the Indenture.

(bb) Representations With Respect to the Equipment Loans. Each Equipment Loan contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security;

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(cc) Compliance With Law. All requirements of applicable federal, state and local laws, and regulations thereunder, including the Equal Credit Opportunity Act, the Federal Reserve Board’s Regulation “B,” the Soldiers’ and Sailors’ Civil Relief Act of 1940, and any applicable bulk sales or bulk transfer law and other equal credit opportunity and disclosure laws, in respect of any of the Equipment Loans, have been complied with in all material respects, and each such Equipment Loan and the sale of each item of Equipment evidenced thereby complied at the time it was originated or made and now complies in all material respects with all legal requirements of the jurisdiction in which it was originated or made;

(dd) Binding Obligation. Each Equipment Loan is non-cancelable, in full force and effect and is the genuine, legal, valid and binding payment obligation in writing of the Obligor thereon, enforceable against the Obligor in accordance with its terms and the obligations of the related Obligor under such Equipment Loan are irrevocable and unconditionally payable, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights in general and by equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(ee) Equipment Loans In Force. The obligations of an Obligor under any Equipment Loan have not been satisfied, subordinated or rescinded, and the Equipment securing any Equipment Loan has not been released from the Lien of the related Loan in whole or in part;

(ff) No Liens. There are, to ALS’s knowledge, no Liens or claims that have been filed for work, labor or materials affecting any Equipment securing any Equipment Loan that are or may be prior to, or equal or pari passu with, the security interest in the Equipment granted by the Equipment Loan;

(gg) Default. There has been no default, breach, violation or event permitting acceleration under the terms of any Equipment Loan, and no event has occurred and is continuing that with notice or the lapse of time (or both) would constitute a default, breach, violation or event permitting acceleration under the terms of any Equipment Loan, and ALS has not waived any of the foregoing, in each case except for payments on any Equipment Loans which are not more than sixty (60) days past due (measured from the date of any Scheduled Payment) as of the applicable Purchase Date;

(hh) Lawful Assignment. No Equipment Loan was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful the sale, transfer and assignment of such Equipment Loan under this Agreement or the Pooling and Servicing Agreement; and

(ii) Fair Consideration. The consideration received by each Seller hereunder with respect to the assets sold hereunder to Buyer is fair consideration having value reasonably equivalent to the value of the Specified Assets sold by it and the performance of its obligations hereunder.

The representations and warranties set forth in this Section 3.1 shall survive until the Indenture is terminated in accordance with its terms; provided that to the extent such representations and warranties relate to the Purchased Receivables and the Related Assets with respect thereto, such representations and warranties shall survive only until the Receivables Payoff Date. Any breaches of the representations and warranties set forth in this Section 3.1 may be waived only

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upon prior written notice to the Rating Agencies and consent of the Required Noteholders unless such waiver would amount to a waiver of an Event of Default under Section 5.1(e) of the Indenture or a Servicer Default under Section 9.01(q) of the Pooling and Servicing Agreement, which, in either such case, any such waiver shall require consent of the Special Required Noteholders.

SECTION 3.2 Representations and Warranties of Buyer. Buyer hereby makes the following representations and warranties for the benefit of the Sellers, the Issuer and each Third Party Financier as of the Closing Date and each Purchase Date:

(a) Organization and Good Standing. Buyer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the Specified Assets;

(b) Due Qualification. Buyer is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;

(c) Power and Authority. Buyer has the power and authority to execute and deliver this Agreement and to carry out its terms and the execution, delivery and performance of this Agreement have been duly authorized by Buyer by all necessary limited liability company action;

(d) No Violation. The consummation by Buyer of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, and the fulfillment of the terms of this Agreement and the other Transaction Documents to which it is a party, shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of Buyer, or any indenture, agreement, mortgage, deed of trust or other instrument to which Buyer is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement, or any other Transaction Document to which it is a party), or violate any law or, to Buyer’s knowledge, any order, rule or regulation applicable to Buyer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Buyer or any of its properties;

(e) No Proceedings. There are no proceedings or, to Buyer’s knowledge, investigations pending or, to Buyer’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Buyer or its properties (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party or (iii) seeking any determination or ruling that might materially and adversely affect the performance by Buyer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party;

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(f) Binding Obligation. This Agreement shall constitute a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(g) No Consent. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by Buyer of this Agreement, or the consummation by Buyer of the transactions contemplated hereby except as expressly contemplated herein; and

(h) Insolvency. Buyer (i) is not insolvent and will not be rendered insolvent by the transactions contemplated by this Agreement or any other Transaction Document and has an adequate amount of capital to conduct its business in the ordinary course and to carry out its obligations hereunder, (ii) shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (iii) shall not make such transfer with actual intent to hinder, delay or defraud any Person and (iv) shall not have assets that constitute unreasonably small capital to carry out its business as then conducted. Buyer does not contemplate the commencement of insolvency, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official with respect to it or any of its assets.

ARTICLE IV.

CONDITIONS

SECTION 4.1 Conditions to Obligation of Buyer. The obligation of Buyer to purchase or acquire Specified Assets hereunder on the Closing Date or any Purchase Date, as the case may be, is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of Seller in Section 3.1 shall be true and correct as of the Closing Date or Purchase Date, as the case may be, with the same effect as if then made, and Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date or such Purchase Date, as the case may be.

(b) No Events. No Rapid Amortization Event, Servicer Default, Default or Event of Default shall have occurred on or prior to such Purchase Date.

(c) Computer Files Marked. In accordance with the Pooling and Servicing Agreement, the Servicer shall, on or prior to the related Purchase Date (i) cause the Contract Management System to be marked with a specified code (the “Contract Management Code”) to show that the Conveyed Assets have been assigned and transferred in accordance with this Agreement and the related PA Assignment, and (ii) prepare and hold in its capacity as Servicer on behalf of the Issuer and the Indenture Trustee the Schedule of Loans and Schedule of Receivables.

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(d) Documents to be Delivered By Seller.

(i) PA Assignments. On or prior to the Closing Date, the Seller shall have executed and delivered to the Buyer, an Initial PA Assignment, and on or prior to each Purchase Date thereafter on which Purchased Equipment Loans and Related Assets with respect thereto are to be transferred to the Buyer, Seller shall have executed and delivered to Buyer a Subsequent PA Assignment with respect to such Purchased Equipment Loans and Related Assets;

(ii) Documents to Custodian. With respect to each Purchased Equipment Loan the Seller shall have delivered to the Custodian the Collateral Documents for each such Equipment Loan within the time period required pursuant to Section 2.09 of the Pooling and Servicing Agreement; and the Custodian shall have delivered a Custodial Receipt Certification with no exceptions with respect to such Purchased Equipment Loan;

(iii) UCC Financing Statement. On or prior to the Closing Date (and any subsequent Purchase Date, as necessary to perfect, or continue the perfection of, Buyer’s ownership and security interest), the Seller shall have filed UCC financing statements sufficient to perfect the security interest set forth in Section 2.7;

(iv) Schedule of Loans and Schedule of Receivables. On or prior to the Closing Date the Seller shall have delivered to Buyer, Indenture Trustee and the Administrative Agent the Schedule of Loans and the Schedule of Receivables, as the case may be. On each Purchase Date and Receivables Settlement Date after the Closing Date, the Seller shall have delivered an update to the Schedule of Loans and the Schedule of Receivables, as the case may be;

(v) Assignments; Schedules. On the Closing Date and on each subsequent Purchase Date with respect to Equipment Loans, Seller shall have delivered to Buyer, Indenture Trustee and the Administrative Agent copies of the Initial PA Assignment, Subsequent PA Assignment, Initial PSA Assignment and Additional PSA Assignment, as applicable (as such terms are defined in the Pooling and Servicing Agreement); and

(vi) Other Documents. On such Purchase Date, Seller shall provide such other documents as Buyer may reasonably request.

(e) Other Transactions. All conditions precedent under the Indenture and the other Transaction Documents to the advance of the funds necessary for the Buyer to finance such purchase shall have been satisfied or waived.

(f) Performance of Obligations. Seller shall have performed all obligations to be performed by it hereunder on or prior to such Purchase Date.

(g) Taxes. Such transfer shall not impose tax liability on the Trust and shall not affect the tax status of the Notes as debt held by the Holders.

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SECTION 4.2 Conditions to Obligation of Seller. The obligation of Seller to sell the Conveyed Assets to Buyer hereunder on any Purchase Date is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of Buyer hereunder shall be true and correct as of such Purchase Date, with the same effect as if then made, and Buyer shall have performed all obligations to be performed by it hereunder on or prior to such Purchase Date.

(b) Purchase Price. On each Purchase Date or Receivables Settlement Date, as applicable, Buyer shall pay to Seller the Purchase Price payable on such date as provided in Section 2.12 of this Agreement.

SECTION 4.3 Effect of Transfer. Upon making an Advance pursuant to the Indenture and the Note Purchase Agreement, title to the Specified Assets shall vest in the Buyer, whether or not the conditions precedent to such transfer as set forth above were in fact satisfied.

ARTICLE V.

ADDITIONAL AGREEMENTS

SECTION 5.1 Affirmative Covenants. From the date hereof until the first day following the Purchase Termination Date on which the Outstanding Obligations are paid in full (or, to the extent any of the covenants and agreements in this section relates to the Receivables and the Related Assets with respect thereto, until the date following the Receivables Conversion Date when the Outstanding Obligations with respect to the Receivables Notes are paid in full), unless Buyer and each Third Party Financier shall otherwise give its prior written consent, each Seller hereby severally agrees that it will perform the covenants and agreements set forth in this section.

(a) Compliance with Laws, Etc. The Seller will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the Equipment Loans, the Equipment, the Receivables or any part thereof; provided, however, that the Seller may contest any act, regulation, order, decree or direction in any reasonable manner that shall not materially and adversely affect the rights of the Noteholders in the Specified Assets; and provided, further, that such contests shall be in good faith by appropriate proceedings and shall not subject the Agents or the Indenture Trustee to any civil or criminal liability or risk of loss of any Collateral.

(b) Preservation of Organizational Existence. Such Seller will preserve and maintain its organizational existence, rights, franchises and privileges in the jurisdiction of its formation and existence, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to result in a Material Adverse Effect.

(c) Conveyed Assets Reviews. Such Seller shall, during normal business hours upon not less than three (3) Business Days’ prior notice, permit Buyer and each Third Party Financier and its agents or representatives, at the expense of the Seller, (i) to examine and

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make copies of and abstracts from, and to conduct accounting reviews of, all Records in the possession or under the control of such Seller relating to the Conveyed Assets or Related Assets generated by such Seller, and (ii) to visit the offices and properties of such Seller for the purpose of examining the materials described in clause (i) above, and to discuss matters relating to any Conveyed Assets or any Related Assets of such Seller or such Seller’s performance hereunder with any of the Authorized Officers of such Seller or, with the prior consent of an Authorized Officer of such Seller, with employees of such Seller having knowledge of such matters (the examinations set forth in the foregoing clauses (i) and (ii) being herein called a “Seller Conveyed Assets Review”). Buyer and each Third Party Financier shall be entitled to conduct such Seller Conveyed Assets Reviews whenever such Person, in its reasonable judgment, deems it appropriate.

(d) Keeping of Records and Books of Account. Seller shall maintain and implement administrative and operating procedures (including an ability to recreate records evidencing its Conveyed Assets and Related Assets in the event of the destruction of the originals thereof), and shall keep and maintain all documents, books, records and other information that, in the reasonable determination of Buyer and the Third Party Financiers, are necessary or advisable in accordance with prudent industry practice and custom for transactions of this type for the collection of all Conveyed Assets and the Related Assets. Such Seller shall maintain at all times accurate and complete books, Records and accounts relating to the Conveyed Assets, Related Assets and related Contracts and all Collections thereon in which timely entries shall be made. Such books and Records shall be marked as set forth in Section 4.1(c) and shall include (i) all payments received and all credits and extensions granted with respect to the Conveyed Assets and (ii) the return, rejection, repossession, or stoppage in transit of any merchandise, the sale of which has given rise to a Conveyed Asset that has been purchased by Buyer.

(e) Performance and Compliance with Conveyed Assets and Related Contracts. Such Seller will, at its expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts of such Seller related to the Conveyed Assets and Related Assets, the breach of which provisions, covenants or promises could reasonably be expected to result in a Material Adverse Effect.

(f) Location of Records and Offices. Such Seller will keep all Records related to the Conveyed Assets and the Related Assets (and all original documents relating thereto), at the addresses referred to in Schedule 3.1(k) or, upon not less than thirty (30) days’ prior notice given by such Seller to Buyer and each Third Party Financier, at such other locations set forth in such notice.

(g) Separate Organizational Existence of Buyer. Such Seller hereby acknowledges that each Third Party Financier is entering into, or will enter into, the transactions contemplated by the applicable Third Party Documents in reliance upon Buyer’s identity as a legal entity separate from such Seller. Therefore, from and after the date hereof until the first day following the Purchase Termination Date on which all Obligations of the Sellers shall have been fully paid and performed, such Seller will take all necessary steps to continue their respective identities as separate legal entities and to make it apparent to third Persons that each is an entity with assets and liabilities distinct from those of Buyer and that Buyer is not a division of such Seller or ALS.

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(h) Turnover of Collections. In the case any Collections are received by such Seller, such Seller shall remit such Collections, less any cash collections or other cash proceeds received with respect to indebtedness not constituting Conveyed Assets or Related Assets, to a Lockbox Account as soon as practicable, but in no event later than two (2) Business Days of receipt of such Collections, and, at all times prior to such remittance, Seller shall itself hold such Collections in trust, for the exclusive benefit of the Buyer and its assigns and such Collections shall be maintained and segregated separate and apart from all other funds and money of such Seller until delivery of such Collections to Buyer.

(i) Payment Instructions to Obligors. Each Seller shall instruct all Obligors to submit all payments either (i) to one of the lockboxes maintained at the Lockbox Banks for deposit in a Lockbox Account or (ii) directly to one of the Lockbox Accounts.

(j) Accuracy of Information. All written information furnished on and after the Closing Date by such Seller to Buyer, the Servicer or any Third Party Financier pursuant to, or in connection with, any Third Party Document or any transaction contemplated herein or therein shall not contain any untrue statement of a material fact or omit to state material facts necessary to make the statements made not misleading, in each case on the date the statement was made and in light of the circumstances under which the statements were made or the information was furnished.

(k) Cross Collateralization. (1) With respect to an Obligor under a Purchased Equipment Loan, Seller may be, or may become, a lender to such Obligor under another stand alone commercial laundry equipment loan (the “Non-Trust Loan”). Each Purchased Equipment Loan and Non-Trust Loan is secured by the equipment purchased with the proceeds of that loan. In certain circumstances, a Purchased Equipment Loan may also purport to be secured by the equipment purchased with the proceeds of a Non-Trust Loan (such equipment and the Proceeds thereof being the “Common Non-Trust Collateral”), and/or a Non-Trust Loan may also purport to be secured by the equipment purchased with the proceeds of a Purchased Equipment Loan (such equipment and the Proceeds thereof being the “Common Trust Collateral”). In addition, in certain circumstances, a Purchased Equipment Loan and a Non-Trust Loan may have competing security interests in or also purport to be secured by collateral other than Common Trust Collateral or Common Non-Trust Collateral (such other collateral, the “Common Other Collateral”). The Common Non-Trust Collateral, the Common Trust Collateral and the Common Other Collateral are referred to herein together as the “Common Collateral.”

(2) Seller agrees that with respect to each loan of each such Obligor (i) the security interest in such Common Trust Collateral granted to Seller pursuant to any other Non-Trust Loan is, and shall be, junior and subordinate to the security interest created to secure the Purchased Equipment Loan; (ii) Seller shall have no legal right to realize upon such Common Trust Collateral or exercise its rights under the Non-Trust Loan with respect to such Common Trust Collateral in any manner until all required payments in respect of any Purchased Equipment Loan that shares such Common Trust Collateral have been paid in full; and (iii) in realizing upon such Common Trust Collateral, none of Buyer, Issuer, or any Third Party

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Financier shall have any obligation to protect or preserve the rights of Seller in such Common Trust Collateral. Buyer agrees that with respect to each Loan of each such Obligor (i) the security interest in such Common Non-Trust Collateral granted to secure the Purchased Equipment Loan and hereby assigned to Buyer is and shall be junior and subordinate to the security interest therein created by the Non-Trust Loan; (ii) Buyer, as assignee of the lien of Seller, shall have no legal right to realize upon such Common Non-Trust Collateral or exercise its rights under the Purchased Equipment Loan with respect to such Common Non-Trust Collateral in any manner until all required payments in respect of the Non-Trust Loan have been made in full; and (iii) in realizing upon such Common Non-Trust Collateral, Seller or its assignees shall have no obligation to protect or preserve the rights of Buyer, the Issuer or the Third Party Financier in such Common Non-Trust Collateral. The proceeds of the Common Other Collateral shall be shared by the holders of the Purchased Equipment Loan and the Non-Trust Loan on a pro rata basis (based on relative outstanding principal amounts of the Trust Loan and Non-Trust Loan).

(l) Notification of Breach. Seller will advise Buyer, its assignees, the Issuer, the Indenture Trustee and each Third Party Financier promptly, in reasonable detail, upon discovery of the occurrence of a breach, in any material respect, by Seller of any of its representations, warranties and covenants contained herein.

(m) Notice of Adverse Claim. Seller shall notify Buyer, the Issuer, and each Third Party Financier, promptly after becoming aware of any Adverse Claim on any Specified Asset.

(n) Taxes. Seller shall promptly pay all applicable taxes required to be paid in connection with the transfer of the Specified Assets by Seller to Buyer, and acknowledges that Buyer and the Issuer shall have no responsibility with respect thereto. Seller shall promptly pay and discharge, or cause the payment and discharge of, all federal income taxes (and all other material taxes) when due and payable by Seller, except (i) such as may be paid thereafter without penalty or (ii) such as may be contested in good faith by appropriate proceeding and for which an adequate reserve has been established and is maintained in accordance with GAAP. Seller shall promptly notify the Issuer, the Indenture Trustee, the Administrative Agent and the Noteholders of any material challenge, contest or proceeding pending by or against Seller before any taxing authority.

(o) Requirement to Sell All Receivables. On each Business Day prior to the earlier to occur of (x) the Receivables Conversion Date and (y) the closing of Seller’s business on the Purchase Termination Date, Seller shall transfer to Buyer all of its unpaid Receivables originated since the prior Business Day. Prior to the Purchase Termination Date, Seller shall not sell any of its Receivables to any Person other than the Buyer.

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SECTION 5.2 Reporting and Noticing Requirements.

(a) Reporting. The Seller will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to the Indenture Trustee and the Administrative Agent:

(i) as soon as publicly available and in any event by the Reporting Date after the end of each of the first three quarterly fiscal periods of each fiscal year of ALH, the unaudited consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of an Authorized Officer of ALH, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of ALH and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal fiscal year-end audit adjustments and the omission of footnotes);

(ii) as soon as publicly available and in any event by the Reporting Date after the end of each fiscal year of ALH, the consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of ALH and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; and

(iii) promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission (or the Ontario Securities Commission, as applicable) or any national securities exchange, or any successor agency, and copies of all proxy statements, and material notices, if any, as ALH or any of its Subsidiaries shall send to its equity holders generally or to a holder of any indenture, note or otherwise indebtedness owed by ALH or any of its Subsidiaries;

(b) Compliance Certificate. The Seller will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to paragraphs (a)(i) and (ii) above, a certificate of an Authorized Officer of ALS to the effect that, to the best of such Authorized Officer’s knowledge, ALS during such fiscal period or year has observed, performed or satisfied in all material respects all of its covenants, agreements and conditions, contained in this Agreement compliance with which has not been waived by the Indenture Trustee at the direction of the Required Noteholders.

(c) Change in Credit and Collection Policy. At least five (5) days prior to the effectiveness of any material change in, or amendment to, a Credit and Collection Policy, Seller will furnish to the Buyer, the Issuer and each Third Party Financier, a copy of such Credit and Collection Policy then in effect and a notice indicating such change or amendment, unless such notice has already been provided by Servicer under the Pooling and Servicing Agreement; provided that this Section 5.2(c) shall not apply to the Receivables Credit and Collection Policy after the date following the Receivables Conversion Date when the Outstanding Obligations with respect to the Receivables Notes are paid in full.

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(d) Other Information. Seller will furnish to the Buyer, the Issuer and each Third Party Financier such other information (including nonfinancial information and information regarding the financial condition, operations or business of ALH) as such Persons (or any of their respective assignees) may from time to time reasonably request.

(e) Other Notices. Each Seller will notify in writing the Buyer, the Issuer and each Third Party Financier of any of the following within seven (7) Business Days after learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Insolvency Events. The occurrence of each Insolvency Event with respect to such Seller, by a statement of the treasurer, controller or senior financial officer of such Seller; and

(ii) Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding against such Seller or any of its Subsidiaries, or to which such Seller or any of its Subsidiaries becomes party, in either case (i) with respect to any Third Party Document or (ii) which could reasonably be expected to have a Material Adverse Effect.

SECTION 5.3 Negative Covenants. From the date hereof until the first day following the Purchase Termination Date on which the Outstanding Obligations are paid in full (or, to the extent any of the covenants and agreements in this section relates to the Receivables and the Related Assets with respect thereto, until the date following the Receivables Conversion Date when the Outstanding Obligations with respect to the Receivables Notes are paid in full), unless Buyer and each Third Party Financier shall otherwise give its prior written consent, each Seller hereby agrees that it will perform the covenants and agreements set forth in this section.

(a) Sales, Liens, Etc. Except as otherwise provided herein or in any other Transaction Document and except for Permitted Adverse Claims, such Seller will not (i)(A) sell, assign (by operation of law or otherwise) or otherwise transfer to any Person, (B) pledge any interest in, (C) grant, create, incur, assume or permit to exist any Adverse Claim (other than Permitted Adverse Claims) to or in favor of any Person upon or with respect to, or (D) cause to be filed any financing statement or equivalent document relating to perfection with respect to any Transferred Asset or any Contract related to any Conveyed Assets, or upon or with respect to any lockbox or account to which any Collections of any such Conveyed Assets or any Related Assets are sent or any interest therein under the applicable Third Party Document(s), or (ii) assign to any Person any right to receive income from or in respect of any of the foregoing.

In the event that such Seller fails to keep any Specified Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims), Buyer may (without limiting its other rights with respect to such Seller’s breach of its obligations hereunder) make expenditures necessary to release the Adverse Claim. Buyer shall be entitled to indemnification for any such expenditures pursuant to the indemnification provisions of Article VIII. Alternatively, Buyer may deduct such expenditures as an offset to the Purchase Price owed to such Seller hereunder.

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(b) Extension or Amendment of Conveyed Assets, Change in Credit and Collection Policy or Contracts. Except as the Servicer may be expressly permitted under the Pooling and Servicing Agreement, the Seller shall not, (i) extend, amend or otherwise modify the terms of any Conveyed Assets or related Contract or (ii) change the terms and provisions of the Credit and Collection Policy in any material respect.

(c) Change in Payment Instructions to Obligors. Except as otherwise provided in the applicable Third Party Documents, such Seller will not (i) add or terminate any bank as a Lockbox Bank from those listed in Schedule 3.1(p) unless, prior to any such addition or termination, Buyer and the Third Party Financiers shall have received not less than five (5) Business Days’ prior written notice of the addition or termination and, not less than five (5) Business Days prior to the effective date of any such proposed addition or termination, Buyer and the Third Party Financiers shall have received (A) counterparts of the applicable type of Account Agreement with each new Lockbox Bank, duly executed by such new Lockbox Bank and all other parties thereto and (B) copies of all other agreements and documents signed by the Lockbox Bank and such other parties with respect to any new Lockbox Account, all of which agreements and documents shall be reasonably satisfactory in form and substance to Buyer and the Third Party Financiers, or (ii) make any change in its instructions to Obligors, regarding payments to be made to any Lockbox Bank, other than changes in the instructions that direct Obligors to make payments to another Lockbox Account at such Lockbox Bank or another Lockbox Account.

(d) Change in Name. Seller shall not change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller in accordance with Section 6.3(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given Buyer, the Indenture Trustee and the Administrative Agent at least sixty (60) days prior written notice thereof and shall file such financing statements or amendments as may be necessary to continue the perfection of Buyer’s interest under this Agreement in the Specified Assets.

(e) Location. Seller shall give Buyer, the Indenture Trustee and the Administrative Agent at least sixty (60) days prior written notice of any relocation of its “location” within the meaning of Section 9-307 of the UCC) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. Seller shall at all times maintain its “location” in United States of America.

(f) Accounting for Purchases. Each Seller shall prepare its financial statements in accordance with GAAP, and any financial statements that are made publicly available and which are consolidated to include Buyer will contain footnotes stating that such Seller has sold or contributed to Buyer the Specified Assets. Each Seller shall not prepare any financial statements that account for the transactions contemplated in this Agreement in any manner other than as a sale of the Specified Assets by such Seller to Buyer (except in each to the extent provided in Section 2.7).

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(g) Other Liens or Interests. Except for the conveyances hereunder and as contemplated by this Agreement, the Indenture and the Pooling and Servicing Agreement, ALS shall not sell, pledge, assign or transfer the Specified Assets to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and ALS shall defend the right, title and interest of Buyer and its assignees in, to and under the Specified Assets against all claims of third parties claiming through or under ALS.

(h) Pledge of Interest in Buyer. ALS shall not sell, pledge, assign or transfer its membership interest in Buyer, or grant, create, incur, assume or suffer to exist any Lien on its membership interest in Buyer; provided, however, that ALS may pledge or grant a security interest in such membership interest if such Person (and any of such Person’s successors and assigns) shall have agreed that it will not: (i) file a petition in bankruptcy against the Buyer or the Issuer until one (1) year and one (1) day after the Outstanding Obligations shall have been paid in full, (ii) seek to substantively consolidate the Buyer or the Issuer in connection with a bankruptcy of ALS or any of its Affiliates, (iii) seek to realize on the assets of the Buyer or the Issuer, (iv) vote such membership interest with respect to any matters, without the consent of the Administrative Agent (at the direction of the Required Noteholders) and (v) challenge or contest any actions by the Indenture Trustee or any of the Noteholders or the Agents (including any claims by any of the Administrative Agent, the Noteholders, the Buyer, the Issuer or any of their respective assignees), or assert any claim against such parties in connection with the exercise by either the Indenture Trustee or any of the Noteholders or the Agents of any right or remedy available to it pursuant to the terms of the Basic Documents, or the exercise of any remedies, or receipt of any proceeds from any assets of Buyer following the occurrence of a Rapid Amortization Event or an Event of Default; provided, further, that ALS may amend the Buyer’s limited liability company agreement pursuant to an amendment in form and substance reasonably satisfactory to the Administrative Agent to create a separate, non-voting membership interest in Buyer (the “Non-voting Interest”) (with no right to participate in the management of Buyer) which interest would give its holder the right to receive only allocations and distributions from the Buyer of amounts which are received by Buyer from the Issuer at the times and in the amounts set forth in the Basic Documents and pledge or grant to a pledgee a security interest solely in the Non-voting Interest (and not any other membership interest that ALS may have in the Buyer).

ARTICLE VI.

ADDITIONAL RIGHTS AND OBLIGATIONS IN

RESPECT OF THE SPECIFIED ASSETS

SECTION 6.1 Rights of Buyer. (a) Each Seller hereby authorizes Buyer, the Servicer and/or their respective designees to take any and all steps in such Seller’s name and on behalf of such Seller that Buyer, the Servicer and/or their respective designees determine are reasonably necessary or appropriate to collect all amounts due under any and all Specified Assets, including endorsing the name of such Seller on Equipment Notes, checks and other instruments representing Collections and enforcing such Seller’s rights under such Specified Assets.

(b) Except as expressly set forth in Section 2.12(a), Buyer shall have no obligation to account for any Specified Asset to any Seller. Buyer shall have no obligation to account for, or to return Collections, or any interest or other finance charge collected pursuant thereto, to any Seller, irrespective of whether such Collections and charges are in excess of the Purchase Price for the Specified Assets.

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(c) Buyer shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Specified Assets, and all of Buyer’s right, title and interest in, to and under this Agreement.

(d) Buyer shall have the sole right to retain any gains or profits created by buying, selling or holding the Specified Assets and shall have the sole risk of and responsibility for losses or damages created by such buying, selling or holding.

SECTION 6.2 Responsibilities of the Sellers. Anything herein to the contrary notwithstanding, each Seller hereby agrees:

(a) to perform all of its obligations hereunder and under the Contracts related to the Conveyed Assets and Related Assets to the same extent as if the Conveyed Assets had not been sold or contributed hereunder, and the exercise by Buyer or its designee or assignee of Buyer’s rights hereunder or in connection herewith shall not relieve such Seller from any of its obligations under the Related Contracts or Related Assets related to the Conveyed Assets; and

(b) to the extent that such Seller does not own the computer software that Seller uses to account for Conveyed Assets, such Seller shall use reasonable efforts to provide Buyer with such proprietary licenses, sublicenses and/or assignments of contracts as Buyer shall require with regard to all services and computer hardware or software used by such Seller that relate to the servicing of any Transferred Asset.

SECTION 6.3 Further Action Evidencing Purchases. Each Seller agrees that from time to time, at its expense, it will promptly, upon reasonable request, make, execute, endorse, acknowledge, execute, file and deliver all further instruments, documents, schedules, confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take all further action, in order to perfect, protect or more fully evidence the purchase by Buyer or contribution to Buyer of the Conveyed Assets and the Related Assets under this Agreement, or to enable Buyer to exercise or enforce any of its rights under any Transaction Document. Each Seller further agrees that from time to time, at its expense, it will promptly, upon request, take all action that Buyer may reasonably request in order to perfect, protect or more fully evidence the purchase or contribution of the Conveyed Assets and the Related Assets or to enable Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, each Seller will:

(a) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as Buyer or the then Third Party Financiers may reasonably determine to be necessary or appropriate,

(b) place the legend set forth below on the originally executed counterpart of each Purchased Equipment Loan.

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“This is the original of this instrument, and a security interest has been granted in this instrument to The Bank of New York Mellon, as Indenture Trustee for the benefit of the persons set forth in that certain Indenture, dated as of June 26, 2009, between The Bank of New York Mellon, as Indenture Trustee and Alliance Laundry Equipment Receivables Trust 2009-A.”

Each Seller hereby authorizes Buyer or its designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Assets and Related Assets of such Seller, in each case whether now existing or hereafter generated by such Seller. If (i) such Seller fails to perform any of its agreements or obligations under this Agreement and does not remedy the failure within the applicable cure period, if any, and (ii) Buyer in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect its interests under this Agreement, then Buyer or its designee may (but shall not be required to) perform, or cause performance of, such agreement or obligation and the reasonable expenses of Buyer or its designee or assignee incurred in connection with such performance shall be payable by such Seller as provided in Section 8.1.

SECTION 6.4 Collection of Conveyed Assets; Rights of Buyer and Its Assignees. (a) Each Seller hereby transfers to Buyer the ownership of, and the exclusive dominion and control over, each of the Lockbox Accounts and all related lock-boxes owned by such Seller, and such Seller hereby agrees to take any further action that Buyer may reasonably request in order to effect or complete the transfer. Each Seller further agrees to use reasonable efforts to prevent funds other than proceeds of the Specified Assets from being deposited in any Lockbox Account except as otherwise contemplated in the Lockbox Agreements.

(b) Buyer may, at any time after a Servicer Default has occurred and is existing, direct the Obligors of Conveyed Assets originated by any Seller to pay all amounts payable under any Specified Asset originated by such Seller directly to Buyer or its designees. Furthermore, such Seller shall, at the request of Buyer and at such Seller’s expense, promptly give notice of Buyer’s interest in such Conveyed Assets to each Obligor and direct that payments be made directly to Buyer or its designee, which notice shall be acceptable in form and substance to Buyer. In addition, such Seller hereby (x) grants to Buyer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of such Seller all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by Buyer (whether or not from such Seller) in connection with any Specified Assets; and (y) authorizes Buyer or the Indenture Trustee (at the direction of the Required Noteholders) or the Administrative Agent to take any and all steps in such Seller’s name and on its behalf that are necessary or desirable, in the reasonable determination of Buyer, to collect all amounts due under any and all Specified Assets originated by such Seller, including endorsing such Seller’s name on checks and other instruments representing Collections and enforcing such Specified Assets and the Contracts related to the Conveyed Assets originated by such Seller.

(c) At any time when (i) a Servicer Default shall have occurred with respect to a Seller and remain continuing or (ii) a Servicer other than the related Seller has been designated, such Seller shall, at Buyer’s request, assemble all of the Records that evidence the

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Conveyed Assets originated by such Seller and the Related Assets thereto and the Contracts related to such Conveyed Assets, or that are otherwise necessary or desirable to collect such Conveyed Assets or Related Assets, and make the same available to Buyer or its designee at a place selected by Buyer or its designee.

ARTICLE VII.

TERMINATION

SECTION 7.1 Termination by the Sellers. The Sellers may terminate all of their agreements to sell Conveyed Assets hereunder to Buyer by giving Buyer and each Third Party Financier not less than five (5) days’ prior written notice of their election not to continue to sell Conveyed Assets to Buyer (the “Termination of Sale Notice”); provided that the Termination of Sale Notice must (x) be given as to all Sellers and (y) specify the effective date of termination; provided, further, that with respect to the Equipment Loans and Related Assets, the Sellers will not, without the prior written consent of the Required Noteholders, deliver a Termination of Sale Notice prior to the date that is eighteen (18) months from the Closing Date. Notwithstanding the foregoing, in the event that pursuant to Section 2.8 of the Note Purchase Agreement, one or more of the Committed Purchasers does not consent to the extension of the Liquidity Termination Date beyond June 25, 2010, the requirement that the Sellers obtain the consent of the Required Noteholders pursuant to the second proviso to the preceding sentence shall no longer apply.

SECTION 7.2 Automatic Termination. The agreement of each Seller to sell Conveyed Assets hereunder, and the agreement of Buyer to purchase Conveyed Assets from such Seller hereunder, shall terminate automatically upon the occurrence of any of the following events:

(a) at any time prior to such date, an event specified in the definition of Insolvency Event occurs (without regard to the sixty (60) day grace period specified in paragraph (ii) of that definition) as a result of a case or proceeding being filed against a Seller;

(b) if the Internal Revenue Service or the PBGC files one or more Tax or ERISA Liens against the assets of Buyer or any Seller (including Conveyed Assets), then (and for so long as such Tax or ERISA Liens remain in place) Buyer shall not purchase any Conveyed Assets or Related Assets from such Seller; or

(c) the occurrence of the Loan Conversion Date or the Receivables Conversion Date (it being understood that a Receivables Conversion Date shall operate to terminate the agreement of each Seller to sell, and the agreement of Buyer to purchase, Conveyed Assets solely with respect to the Receivables and Related Assets with respect to such Receivables).

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ARTICLE VIII.

INDEMNIFICATION

SECTION 8.1 Indemnities by the Sellers.

Each Seller agrees to severally indemnify and hold harmless the Buyer, the Issuer and each Third Party Financier and their respective Affiliates and the respective officers, directors and employees and agents of the same (each of the foregoing parties being an “RPA Indemnified Party”), from and against any and all claims, liabilities, losses, costs, expenses (including reasonable counsel fees and expenses) and damages, which may be incurred by or asserted against any RPA Indemnified Party relating to, arising out of or resulting from:

(i) a breach of any representation, warranty or covenant made in writing by such Seller, the Transferor or the Issuer;

(ii) the use, ownership, repossession (other than losses related to a decline in value of the Equipment repossessed) or operation by the Seller or any Affiliate thereof of any item of Equipment or other collateral therefor;

(iii) any taxes that may at any time be asserted against any RPA Indemnified Party with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Loans and the Receivables to the Buyer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Loans or Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such RPA Indemnified Party) and costs and expenses in defending against the same; and

(iv) the negligence, willful misfeasance or bad faith of the Seller or by reason of negligent disregard of the Seller’s obligations and duties under this Agreement,

other than (i) claims, liabilities, losses, costs, expenses and damages to the extent they result from the gross negligence or willful misconduct of an RPA Indemnified Party, (ii) to the extent the same includes losses in respect of Conveyed Assets and reimbursement therefor that would constitute credit recourse to such Seller for the amount of any Conveyed Assets or Related Asset not paid by the related Obligor, (iii) to the extent the same constitutes recourse as a result of nonpayment by Obligors for credit reasons on the Accounts or the related Equipment Loans, (iv) to the extent the same constitutes recourse as a result of nonpayment by Obligors for credit reasons on the Accounts or the related Receivables, (v) to the extent the same constitutes recourse to a Seller for any obligation of the Issuer to increase or replenish the Available Drawing Amount (or to post cash or alternative collateral pursuant to Section 3.27 of the Indenture in substitution therefor) after the Closing Date, (vi) to the extent the same are or result from taxes on or measured by the net income of the RPA Indemnified Party and (vii) to the extent the same constitute consequential, special or punitive damages.

If any action or proceeding (including any governmental investigation) shall be brought or asserted against any RPA Indemnified Party in respect of which the indemnity provided above may be sought from Seller (the “Indemnifying Party”) each such RPA Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses and reasonable legal fees;

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provided that failure to notify the Indemnifying Party shall not relieve it from any liability it may have to such RPA Indemnified Party except to the extent that it shall be actually prejudiced thereby. The RPA Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the RPA Indemnified Party; provided, however that the fees and expenses of separate counsel to the RPA Indemnified Party in any such proceeding shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or employ counsel reasonably satisfactory to the RPA Indemnified Party in any such action or proceeding within a reasonable time after the commencement of such action or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the RPA Indemnified Party and the Indemnifying Party, and the RPA Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party which gives rise to a conflict of interest (in which case, if the RPA Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such RPA Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by the RPA Indemnified Party and shall be reasonably acceptable to the RPA Indemnified Party). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to the Indemnifying Party (to which the Indemnified Party did not consent), but, if settled with its written consent, or if there is a final non-appealable judgment for the plaintiff in any such action or proceeding with respect to which the Indemnifying Party shall have received notice in accordance with this paragraph, the Indemnifying Party agrees to indemnify and hold the RPA Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

ARTICLE IX.

MISCELLANEOUS PROVISIONS

SECTION 9.1 Amendments; Waivers, Etc. (a) The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and signed by Buyer, each Seller and the Required Noteholders, and then the waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. This Agreement shall not be amended unless (x) the Buyer shall have delivered the proposed amendment to each of the Rating Agencies and the Third Party Financiers at least ten (10) Business Days (or such shorter period as shall be acceptable to each of them) prior to the execution and delivery thereof and (y) such amendment would not result in any Material Adverse Effect.

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(b) No failure or delay on the part of Buyer, any RPA Indemnified Party, or any Third Party Financier in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Seller in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by Buyer or any Third Party Financier under this Agreement shall, except as may otherwise be stated in the waiver or approval, be applicable to subsequent transactions.

No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 9.2 Notices. All demands, notices and communications upon or to the Seller, the Servicer, the Rating Agencies or any Third Party Financier under this Agreement shall be delivered as specified in Appendix B hereto.

SECTION 9.3 Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, each Seller hereby authorizes Buyer, at any time and from time to time, to the fullest extent permitted by law, to set-off, against any Obligations of any Seller to Buyer that are then due and payable or that are not then due and payable from a Seller to Buyer but have then accrued, any and all indebtedness or other obligations at any time owing to any Seller by Buyer to or for the credit or the account of any Seller or that are not then due and payable from Buyer to a Seller but have then accrued.

SECTION 9.4 Binding Effect; Assignability; Survival of Provisions. This Agreement shall be binding upon and inure to the benefit of Buyer and the Sellers and their respective successors and permitted assigns. No Seller may assign any of its rights hereunder or any interest herein unless (i) it has obtained the prior written consent of the Buyer and the Special Required Noteholders and (ii) such amendment would not result in any Material Adverse Effect. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the first date following the Purchase Termination Date on which the Obligations payable to all Third Party Financiers shall have been fully paid, or such later time as the parties hereto shall agree. The rights and remedies with respect to any breach of any representation and warranty made by a Seller pursuant to Article III (including those remedies set forth in Section 2.12(c)) and the indemnification and payment provisions of Article VIII and Section 9.6 shall be continuing and shall survive any termination of this Agreement.

SECTION 9.5 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF BUYER IN THE RECEIVABLES AND THE RELATED ASSETS ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK.

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SECTION 9.6 Costs, Expenses and Taxes. In addition to the obligations of the Sellers under Article VIII, the Sellers agree to pay, on a joint and several basis, on demand:

(a) all reasonable out-of-pocket and other costs and expenses in connection with the enforcement of this Agreement, the PA Assignments or the other Transaction Documents by Buyer, the Issuer or any Third Party Financier; and

(b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery, and the filing and recording, of this Agreement or the other Transaction Documents, and agrees to indemnify each RPA Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay the taxes and fees; provided, however, that in no event shall any Seller be liable for or pay any taxes (or interest, penalties, or additions to tax with respect thereto) imposed upon or measured by the income of any RPA Indemnified Party or any taxes imposed in lieu of income taxes.

SECTION 9.7 Submission to Jurisdiction. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in the City of New York, New York over any action or proceeding arising out of or relating to the Transaction Documents, and hereby (A) irrevocably agrees that all claims in respect of the action or proceeding may be heard and determined in such State or federal court, (B) irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action or proceeding, and (C) irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process that may be served in any action or proceeding. The service may be made by mailing or delivering a copy of the process to Buyer or the applicable Seller in care of the Process Agent at the Process Agent’s above address, and Buyer and each Seller hereby irrevocably authorizes and directs the Process Agent to accept the service on its behalf.

As an alternative method of service, each of Buyer and the Sellers also irrevocably consents to the service of any and all process in any action or proceeding by the mailing of copies of the process to Buyer or a Seller (as applicable) at its address specified herein. Nothing in this section shall affect the right of any party hereto to serve legal process in any other manner permitted by law or affect the right of any party hereto to bring any action or proceeding against the other party or any of its properties in the courts of any other jurisdiction.

SECTION 9.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THE TRANSACTION DOCUMENTS OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH OR ARISING FROM ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OF EITHER OF THE PARTIES HERETO OR ANY OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THE TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

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SECTION 9.9 Integration. This Agreement and the other Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and thereof and shall together constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, superseding all prior oral or written understandings.

SECTION 9.10 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

SECTION 9.11 Acknowledgment and Consent. (a) The Sellers acknowledge that, contemporaneously herewith, Buyer is transferring and otherwise conveying to the Third Party Financiers all of Buyer’s right, title and interest in, to and under the Specified Assets and this Agreement pursuant to the applicable Third Party Documents. The Sellers hereby consent to the sale, transfer, assignment, set over and otherwise conveyance to the Third Party Financiers by Buyer of all right, title and interest of Buyer in, to and under the Specified Assets and all of Buyer’s rights to receive payments and pursue remedies under the applicable Third Party Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each Seller further consents and agrees that the Noteholders (subject to the procedures in Article V of the Indenture) and the Indenture Trustee shall be third party beneficiaries of those obligations of such Seller under this Agreement and shall be entitled to enforce such obligations as if the Noteholders and the Indenture Trustee were parties to this Agreement.

(b) The Sellers hereby agree to execute all agreements, instruments and documents, and to take all other action, that Buyer reasonably determines is necessary or appropriate to evidence its consent described in subsection (a) above.

SECTION 9.12 No Partnership or Joint Venture. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture.

SECTION 9.13 No Proceedings. Each Seller hereby agrees that it will not institute against Buyer or Issuer, or join any other Person in instituting against Buyer or Issuer, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Insolvency Event) so long as any Obligation payable to any Third Party Financier shall be due and unpaid or there shall not have elapsed one year plus one day since the last day on which any such Obligations shall have been due and unpaid. The agreement of each Seller set forth in this Section 9.13 shall survive the termination of this Agreement. The foregoing shall not limit the right of a Seller to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted against Buyer or Issuer by any Person other than a Seller or any other ALS Person (provided that no such action may be taken by a Seller until such proceeding has continued undismissed, unstayed and in effect for a period of ten (10) days).

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SECTION 9.14 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or any of the other Transaction Documents shall for any reason whatsoever be held invalid, then the unenforceable covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement or the other Transaction Documents (as applicable) and shall in no way affect the validity or enforceability of the other provisions of this Agreement or any of the other Transaction Documents.

SECTION 9.15 Further Assurances. (a) Each of the parties hereto hereby agrees that it will cooperate in good faith and use commercially reasonable efforts to assist the Administrative Agent in any sale or securitization of the Specified Assets to take place after the Loan Conversion Date; provided, however, that each of the parties hereto agrees that it shall not be obligated to take any action (including making any changes or amendments to any of the Basic Documents), or provide any consent if such party would thereby incur any material obligations or liabilities as a result thereof; provided, further, that the Administrative Agent shall, at the written request of the assisting party, offer such party indemnification reasonably satisfactory to such party against any costs, liabilities and expenses incurred in providing any requested assistance.

(b) In the event of any Regulatory Change (as defined in the Note Purchase Agreement) which results in either (i) a determination that either (x) the Issuer is not a Qualified Special Purpose Entity or (y) any CP Conduit is not an entity, in either case that is not required, under generally accepted accounting principles, to consolidate its financial statements with any other entity, or (ii) a cost arising under Section 2.3 of the Note Purchase Agreement, the parties hereto agree to negotiate in good faith to amend the Basic Documents in order to eliminate the consolidation requirement; provided, however, that no party shall be obligated to take any action (or make any amendments) if in the reasonable opinion of such party any such amendment to the Basic Documents will be unlawful or otherwise disadvantageous or inconsistent with its policies or regulatory restrictions or result in any liability, unreimbursed cost or expense to such party.

SECTION 9.16 Survival. The representations and warranties set forth in this Agreement shall survive the transfer of the Specified Assets to the Buyer, the contribution of the Specified Assets by the Buyer to the Issuer and the further pledge by the Issuer to the Indenture Trustee and shall continue in full force and effect until the first day following the Purchase Termination Date on which the Outstanding Obligations are paid in full. Notwithstanding the foregoing, on the Receivables Payoff Date, all covenants, agreements, representations and warranties made herein with respect to the Receivables and the Related Assets with respect thereto shall be of no further force and effect.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the date and year first above written.

ALLIANCE LAUNDRY SYSTEMS LLC

in its individual capacity as Seller and as Servicer

By:

Name:

Its:

ALLIANCE LAUNDRY EQUIPMENT

RECEIVABLES 2009 LLC

By:

Name:

Its:

S-1 Purchase Agreement

EXHIBIT A-1

FORM OF INITIAL PA ASSIGNMENT

June 26, 2009

Reference is made to the Purchase Agreement, dated as of June 26, 2009 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Agreement”) among Alliance Laundry Systems LLC and certain of its subsidiaries, as Sellers, and Alliance Laundry Equipment Receivables 2009 LLC (“Buyer”). Unless otherwise defined herein, capitalized terms used herein have the meanings provided in Appendix A to the Agreement, and this Initial PA Assignment shall be interpreted in accordance with the conventions set forth in Part B of such Appendix A.

The undersigned (the “Seller”) hereby sells, transfers, assigns, sets over and conveys unto Buyer all right, title and interest of the Seller in, to and under Initial Transferred Assets.

As set forth in Section 2.7 of the Agreement, the parties hereto intend that the transactions set forth herein constitute an absolute conveyance by the Sellers to the Buyer of the Specified Assets or true sales by the Sellers to the Buyer with the full benefits of ownership. In the event the transactions set forth herein do not constitute an absolute assignment, it shall constitute the granting of a security interest by the Sellers in favor of the Buyer in the Specified Assets as provided in Section 2.7 of the Agreement.

This Initial PA Assignment is made without recourse but on the terms and subject to the conditions set forth in the Transaction Documents to which the Seller is a party. The Seller acknowledges and agrees that Buyer is accepting this Initial PA Assignment in reliance on the representations, warranties and covenants of the Seller contained in the Transaction Documents to which the Seller is a party.

THIS INITIAL PA ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE AGREEMENT AND THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

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IN WITNESS WHEREOF, the undersigned has caused this Initial PA Assignment to be duly executed and delivered by its duly Authorized Officer as of the date first above written.

ALLIANCE LAUNDRY SYSTEMS LLC

By:

Title:

page 2

EXHIBIT A-2

FORM OF SUBSEQUENT PA ASSIGNMENT

[Date]

Reference is made to the Purchase Agreement, dated as of June 26, 2009 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Agreement”) among Alliance Laundry Systems LLC and certain of its subsidiaries, as Sellers, and Alliance Laundry Equipment Receivables 2009 LLC (“Buyer”). Unless otherwise defined herein, capitalized terms used herein have the meanings provided in Appendix A to the Agreement, and this Subsequent PA Assignment shall be interpreted in accordance with the conventions set forth in Part B of such Appendix A.

The undersigned (the “Seller”) hereby sells, transfers, assigns, sets over and conveys unto Buyer all right, title and interest of the Seller in, to and under the Conveyed Assets that are Equipment Loans and the Related Assets with respect thereto which the Seller has agreed to transfer on such Purchase Date pursuant to Section 2.2 of the Agreement.

As set forth in Section 2.7 of the Agreement, the parties hereto intend that the transactions set forth herein constitute an absolute conveyance by the Sellers to the Buyer of such Conveyed Assets and such Related Assets or true sales by the Sellers to the Buyer with the full benefits of ownership. In the event the transactions set forth herein do not constitute an absolute assignment, it shall constitute the granting of a security interest by the Sellers in favor of the Buyer in such Conveyed Assets and such Related Assets as provided in Section 2.7 of the Agreement.

This Subsequent PA Assignment is made without recourse but on the terms and subject to the conditions set forth in the Transaction Documents to which the Seller is a party. The Seller acknowledges and agrees that Buyer is accepting this Subsequent PA Assignment in reliance on the representations, warranties and covenants of the Seller contained in the Transaction Documents to which the Seller is a party.

THIS SUBSEQUENT PA ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE AGREEMENT AND THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

IN WITNESS WHEREOF, the undersigned has caused this Subsequent PA Assignment to be duly executed and delivered by its duly Authorized Officer as of the date first above written.

ALLIANCE LAUNDRY SYSTEMS LLC

By:

Title:

APPENDIX A

DEFINITIONS

A. All capitalized terms used in this Agreement but not otherwise defined shall have the respective meanings assigned to them in Part I of Appendix A to the Pooling and Servicing Agreement. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Administrative Agent” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, another Person or any Subsidiary of such other Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Aggregate Unpaid Balance” is defined in Section 2.1 of this Agreement.

“ALH” means Alliance Laundry Holdings LLC, a limited liability company organized under the laws of the State of Delaware.

“ALS” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Authorized Officer” means, with respect to Buyer or any Seller, the Chief Executive Officer, the President, the Vice President, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer, the Assistant Treasurer and any other Officer duly appointed by its board of managers.

“Bank Account” means any “deposit account” as defined in Section 9-102(a)(29) of the UCC, whether now owned or hereafter acquired by the Issuer.

“Business Day” means a day (other than a Saturday or Sunday) (i) on which commercial banks in New York, New York are not authorized or required to be closed for business, and (ii) if such day relates to the funding or pricing of any interest in the Eurodollar markets, on which commercial banks in London are not authorized or required to be closed for business.

“Buyer” is defined in the preamble to this Agreement.

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“Calculation Period” means (i) with respect to any Receivable, a period beginning on the first day and ending on the last day of each fiscal month of a Seller; provided, however, that the initial Calculation Period for Receivables shall commence on June 25, 2009 and end on July 31, 2009 and (ii) with respect to any Equipment Loan, a period beginning on the first day and ending on the last day of each calendar month; provided, however, that the initial Calculation Period for the Equipment Loans shall commence on June 25, 2009 and end on July 31, 2009.

“Closing Date” means June 26, 2009.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral Documents” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Collections” means, with respect to any Conveyed Asset, all cash collections and other proceeds, whether in the form of cash, checks, drafts or other instruments, in respect of such Conveyed Asset, Related Assets with respect to such Conveyed Asset, whether the same represent principal, Finance Charges, insurance proceeds of Related Security (that the applicable Seller or the Servicer applies in the ordinary course of its business to amounts owed in respect of any such Conveyed Asset and net proceeds of any sale or other disposition of repossessed goods that were the subject of any such Conveyed Asset), or otherwise, including all such amounts received on or after the Cutoff Date.

“Common Non-Trust Collateral” is defined in Section 5.1(k) of this Agreement.

“Common Trust Collateral” is defined in Section 5.1(k) of this Agreement.

“Contract” means an agreement between a Seller and any Person pursuant to which such Person is obligated to make payments in respect of any Conveyed Assets or Related Asset.

“Conversion Date” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Conveyed Asset” means either or both, as the context may require, of an Equipment Loan or a Receivable.

“Conveyed Assets” is defined in Section 2.2 of this Agreement.

“Credit Agreement” is defined in Section 3.1(m) of this Agreement.

“Credit and Collection Policy” means either or both, as the context may require, of the Equipment Loan Credit and Collection Policy and the Receivables Credit and Collection Policy.

“Custodian” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

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“Cutoff Date” means the last day of any Calculation Period.

“Days Sales Outstanding - Receivables” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Default Ratio-Receivables” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Defaulted Asset” means either or both, as the context may require, of a Defaulted Equipment Loan or Defaulted Receivable.

“Defaulted Equipment Loan” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Defaulted Receivable” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Determination Date” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Diluted Receivable” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Discount Rate” is defined in Section 2.11(d) of this Agreement.

“Dollars” means dollars in lawful money of the United States of America.

“Domestic Person” means any Person that is organized under the laws of the United States or any State thereof, or has a place of business located in the United States or otherwise is subject to the jurisdiction of one or more civil courts of the United States (other than by reason of contractual submission to such jurisdiction).

“Eligible Equipment Loan” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Eligible Receivable” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Equipment” means equipment that conforms with the Equipment Loan Credit and Collection Policy (including renewals and replacements thereof and additions thereto).

“Equipment Loan” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Equipment Loan Documents” shall mean, with respect to an Equipment Loan, the following documents:

(i) an originally executed counterpart of the related loan agreement, executed by a duly authorized representative of the Obligor and the applicable Seller;

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(ii) the originally executed Equipment Note, executed by a duly authorized representative of the Obligor;

(iii) if received, the acknowledgment copy of each UCC-1 Financing Statement filed or recorded in connection with such Equipment Loan, with evidence of filing or recording thereon, or if not yet received, a copy of each such UCC-1 Financing Statement, if any;

(iv) if received, the acknowledgment copy of each filed or recorded intervening UCC-3 assignment, showing a chain to the applicable Seller, of each UCC-1 Financing Statement, or if not yet received, a copy of each such UCC-3 assignment, if any;

(v) a copy of an insurance certificate or other evidence satisfactory to Buyer that all insurance policies required to be maintained by the related Obligor with respect to the related Equipment are in full force and effect; and

(vi) all documents (if any) evidencing or relating to Supporting Obligations for such Equipment Loan, including recourse or support obligations, guarantees, indemnities or security, and all letters of credit relating thereto (if any).

“Equipment Loan Credit and Collection Policy” means Seller’s credit and collection policies and practices relating to Contracts and Equipment Loans existing on the date hereof, as modified from time to time in accordance with this Agreement, or such other Seller’s credit and collection policies and practices which are the same in all material respects as the Servicer’s credit and collection policies and practices.

“Equipment Note” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer with Seller under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (b) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence of any liability under Title IV of ERISA upon the termination of any Plan or the withdrawal or partial withdrawal of Seller or any ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by Seller or any ERISA Affiliate from the Pension Benefit Guaranty Corporation of any notice relating to the intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the receipt by Seller or any ERISA Affiliate of any notice

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concerning the imposition of withdrawal liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h) the occurrence of a “prohibited transaction” with respect to which Seller is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which Seller could otherwise be liable.

“Event of Default” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Exempt Collateral” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any successor thereto or to the functions thereof.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Funding Date” means the Purchase Date on which a Seller transfers property to the Buyer, and the date on which Buyer further transfers to the Issuer, Conveyed Assets or an interest therein and, if applicable, the same are financed by a Third Party Financier.

“Funding Date Data Pool Report” means, with respect to any Funding Date related to the Equipment Loans or any Receivables Settlement Date related to the Receivables, a computer diskette or direct modem electronic transmission, containing (i) a complete data profile report in Excel format substantially in the form to be agreed by the Closing Date (including updated data of the Specified Assets held by the Buyer as of the end of such Funding Date or as of the close of business on the Business Day immediately preceding such Receivables Settlement Date, as applicable, after giving effect to the contemplated transfer of Conveyed Assets and Related Assets on such Funding Date or during the applicable Receivables Settlement Period, as applicable), (ii) the invoice numbers and associated Unpaid Balances of all Receivables and Equipment Loans to be acquired by Buyer on such Funding Date or that have been transferred to Buyer during the applicable Receivables Settlement Period, as applicable, (iii) the Schedule of Loans as of the Loan Cutoff Date and the Schedule of Receivables as of each relevant Purchase Date, as applicable (which shall identify which Equipment Loans are Eligible Equipment Loans or which Receivables are Eligible Receivables, as applicable) and (iv) any other information reasonably requested by Buyer, the Indenture Trustee, the Administrative Agent or the Required Noteholders.

“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board and the rules and regulations of the Securities and Exchange Commission.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity in the United States of America that exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

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“Holder” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Indenture” means the Indenture, dated as of June 26, 2009, between the Issuer and the Indenture Trustee, as amended and supplemented from time to time in accordance with its terms.

“Indenture Trustee” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Initial Cutoff Date” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Initial PA Assignment” means an assignment by a Seller, substantially in the form of Exhibit A-1 to this Agreement, evidencing Buyer’s acquisition of the Conveyed Assets and Related Assets generated by such Seller, as it may be amended, supplemented or otherwise modified from time to time.

“Initial Transferred Assets” is defined in Section 2.1 of this Agreement.

“Insolvency Event” means, for any Person, any of the following events:

(i) such Person shall generally not pay its debts as such debts become due; or

(ii) such Person shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, solely in the case of such a proceeding instituted against such Person, such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days; or

(iii) such Person shall take any corporate action to authorize any of the actions set forth in clause (ii) above.

“Lien” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Loan Balance” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

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“Loan Conversion Date” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Lockbox Account” means the lockboxes, related demand deposit accounts and other bank accounts maintained at the financial institutions listed on Schedule 3.1(p) to this Agreement, into which Collections from the Conveyed Assets are deposited, and any bank account that is hereafter established at any financial institution for such purpose.

“Lockbox Agreements” means any letter agreement among a Lockbox Bank, the Issuer and the Servicer, as any such letter agreement may be amended, supplemented or modified from time to time in accordance with its terms.

“Lockbox Bank” means any of the banks at which one or more Lockbox Accounts are maintained from time to time.

“Loss Discount” is defined in Section 2.11(b) of this Agreement.

“Material Adverse Effect” means, with respect to any event or circumstances, a material adverse effect on (a) the business, financial condition, operations or assets of the Issuer or of the Issuer, Buyer, Seller or Servicer (taken as a whole), (b) the ability of any Issuer, Buyer, Seller or Servicer to perform its obligations under any Transaction Document, (c) the validity, enforceability of, or collectibility of, amounts payable by any Issuer, Buyer, Seller or Servicer under any Transaction Document to which it is a party, (d) the status, existence, perfection or priority of the interest of any of the Third Party Financier in the Conveyed Assets and Related Assets, (e) the validity, enforceability or collectibility of all or any portion of the Conveyed Assets and Related Assets (amounts in excess of $1,000,000 shall be deemed to result in a Material Adverse Effect) or (f) the ability of any of the Third Party Financier to exercise its control or consent rights or monitor the performance of the Conveyed Assets and Related Assets and compliance of the Issuer, Buyer, Seller or Servicer to the Transaction Documents.

“Monthly Period” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Non-Trust Loan” is defined in Section 5.1(k) of this Agreement.

“Notes” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Obligations” means (a) all obligations of Buyer to the Third Party Financiers arising under or in connection with the applicable Third Party Documents, and (b) all obligations of a Seller to Buyer and any other RPA Indemnified Party arising under or in connection with this Agreement or any other Transaction Documents, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

“Obligor” means a Person obligated to make payments pursuant to a Conveyed Asset and/or Contract.

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“Operative Documents” means, with respect to a Person, (i) if such Person is a limited liability company, its certificate of formation and limited liability company agreement or otherwise titled operative agreement and (ii) if such Person is a corporation, its articles of incorporation and by-laws.

“PA Assignment” is defined in Section 2.3(b) of this Agreement.

“PBGC” or “Pension Benefit Guaranty Corporation” means the Pension Benefit Guaranty Corporation created under Section 4002(a) of ERISA or any successor thereto.

“Permitted Adverse Claim” means (a) ownership, security interests or other rights and interests arising under the Transaction Documents and the Third Party Documents, (b) any Adverse Claim to be released simultaneously with the Purchase by Buyer hereunder, (c) Adverse Claims arising solely as a result of any action taken by any Third Party Financier under this Agreement or the applicable Transaction Documents, and (d) with respect to Receivable Lockbox Accounts, liens in favor of the Lockbox Banks in respect of their fee, and right of reimbursement for uncollected funds.

“Person” means an individual, partnership, corporation, association, trust, or any other entity, or organization, including a government or political subdivision or agency or instrumentality thereof.

“Plan” means any defined benefit plan maintained or contributed to by Seller or any Subsidiary of Seller or by any trade or business (whether or not incorporated) under common control with Seller or any Subsidiary of Seller as defined in Section 4001 (b) of ERISA and insured by the PBGC under Title IV of ERISA.

“Pooling and Servicing Agreement” means the Pooling and Servicing Agreement, dated as of June 26, 2009, among ALS, the Buyer and the Issuer, as amended, supplemented or modified from time to time.

“Proceeds” shall have the meaning set forth in the UCC.

“Process Agent” is defined in Section 9.7 of this Agreement.

“Purchase” means each purchase of Conveyed Assets and Related Assets by Buyer from a Seller under this Agreement.

“Purchase Date” means, (i) with respect to any of the Equipment Loans, the Funding Date, and (ii) with respect to any Receivable, any Business Day, each as specified in Section 2.3 of this Agreement as the date on which such Conveyed Asset may or shall be transferred by the applicable Seller to the Buyer.

“Purchase Discount Reserve Ratio” is defined in Section 2.11 of this Agreement.

“Purchase Price” is defined in Section 2.10 of this Agreement.

“Purchase Price Credit” is defined in Section 2.12 of this Agreement.

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“Purchase Price Percentage” is defined in Section 2.11 of this Agreement.

“Purchase Termination Date” means the earlier to occur of (a) the date specified by Seller pursuant to Section 7.1 of this Agreement and (b) the date on which any event referred to in Section 7.2 of this Agreement initially occurs.

“Purchased Equipment Loans” is defined in Section 2.2 of this Agreement.

“Purchased Receivables” is defined in Section 2.2 of this Agreement.

“Rapid Amortization Event” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Rating Agencies” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody’s Investors Service, Inc.

“Receivable” means any indebtedness and other obligations (excluding obligations under any Equipment Loans) owed (before giving effect to any transfer or conveyance contemplated under this Agreement) to a Seller, whether constituting an account, chattel paper or general intangible, arising in connection with the sale of goods or merchandise or the rendering of services by such Seller and includes the obligation to pay any Finance Charges with respect thereto; provided that any such receivables shall not include intercompany receivables arising between a Seller and any Affiliate thereof or any receivables not denominated in Dollars.

“Receivables Conversion Date” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Receivable Lockbox Accounts” means each of those lockboxes and related demand deposit accounts, which are listed on Schedule 3.1(p), and each additional or substitute lockbox and demand deposit account.

“Receivables Credit Amount” is defined in Section 2.12.

“Receivables Credit and Collection Policy” means Seller’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof, as modified from time to time in accordance with this Agreement, or such other Seller’s credit and collection policies and practices which are the same in all material respects as the Servicer’s credit and collection policies and practices.

“Receivables Settlement Date” means each date, not to occur less frequently than once per calendar week or more frequently than twice per calendar week, on which Buyer makes payment to each Seller, and/or on which the Seller (in the case of ALS) is deemed to have made a capital contribution to the Buyer, in each case pursuant to Section 2.12, in exchange for the transfers of Receivables and Related Assets from such Seller to Buyer during the immediately preceding Receivables Settlement Period.

A-9

“Receivables Settlement Period” means, with respect to each Receivables Settlement Date, the period from and including the immediately preceding Receivables Settlement Date to an including the Business Day immediately preceding the current Receivables Settlement Date.

“Records” means, with respect to any Conveyed Asset, all Contracts and other documents, books, records and other information (including, without limitation, computer tapes, disks, punch cards, data processing software and related property and rights) relating to such Conveyed Asset, any Related Security therefor and the related Obligor.

“Related Assets” is defined in Section 2.2 of this Agreement.

“Related Security” means, with respect to any Conveyed Asset:

(i) with respect to a Purchased Equipment Loan, the Equipment Loan Documents related thereto;

(ii) with respect to Purchased Equipment Loan, all of Seller’s rights to the related Equipment, including, without limitation, all security interests therein granted by Obligors pursuant to the Equipment Loan Documents related to the Purchased Equipment Loans and any other Collateral securing such Purchased Equipment Loans.

(iii) all rights, remedies, powers and privileges of the applicable Seller under the applicable Equipment Loan Documents (including all rights of such Seller in and to the Equipment and other interests that are the subject of the applicable Equipment Loans) and the Purchased Receivables;

(iv) all Servicing Records and other books and Records relating to any of the foregoing;

(v) all recourse or support obligations, surety bonds, guarantees, indemnities and security relating to any of the foregoing and all letters of credit relative thereto and all Proceeds thereof;

(vi) all insurance policies covering the related Equipment and any proceeds with respect thereto and all FCIA Insurance covering Receivables the Obligors with respect to which are not resident in the United States;

(vii) to the extent not included in the foregoing, all “accounts,” “chattel paper,” “instruments,” “goods” and “general intangibles” (as defined in the UCC) relating to or constituting any and all of the foregoing in whole or in part; and

(viii) all replacements, substitutions, distributions on, or Proceeds of, any of the foregoing.

A-10

“Reporting Date” means:

(a) if ALH is required to report its financial statements to only the Securities and Exchange Commission, such date following the end of ALH’s annual or quarterly period as the Securities and Exchange Commission shall require for delivery of financial statements to it by ALH;

(b) if ALH is required to report its financial statements to only the Ontario Securities Commission, such date following the end of ALH’s annual or quarterly period as the Ontario Securities Commission shall require for delivery of financial statements to it by ALH;

(c) if ALH is required to report its financial statements to both the Securities and Exchange Commission and the Ontario Securities Commission, the earlier of such dates as such commission shall require for delivery of financial statements to it by ALH; or

(d) if ALH is not required to report its financial statements to either the Securities and Exchange Commission or the Ontario Securities Commission, forty-five (45) days after the end of each fiscal quarter of ALH and ninety (90) days after the end of each fiscal year of ALH.

“Required Noteholders” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“RPA Indemnified Losses” is defined in Section 8.1 of this Agreement.

“RPA Indemnified Party” is defined in Section 8.1 of this Agreement.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Securityholder” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” means ALS and each of its Subsidiaries from time to time being party to this Agreement as a “Seller” pursuant to Section 2.8.

“Seller Person” means Seller and each of its Affiliates (other than Buyer).

“Seller Conveyed Assets Review” is defined in Section 5.1(c) of this Agreement.

“Servicer Default” is defined in Part I of Appendix A to the Pooling and Servicing Agreement.

“Servicing Records” shall mean all servicing records, including any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of the Conveyed Assets.

A-11

“Settlement Date” means (i) with respect to the Receivables, the eighth Business Day of each fiscal month of Seller and (ii) with respect to the Equipment Loans, the eighth Business Day of each calendar month of Seller.

“Settlement Period” means each period from one Settlement Date to the day prior to the next Settlement Date.

“Specified Assets” is defined in Section 2.2 of this Agreement.

“Subsequent PA Assignment” means an assignment by a Seller, substantially in the form of Exhibit A-2 to this Agreement, evidencing Buyer’s acquisition of the Conveyed Assets and Related Assets generated by such Seller, as it may be amended, supplemented or otherwise modified from time to time.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Seller.

“Supporting Obligations” shall have the meaning set forth in the UCC.

“Tax or ERISA Lien” means a lien arising under Section 6321 of the Internal Revenue Code or Section 302(f) or 4068 of ERISA.

“Termination of Sale Notice” is defined in Section 7.1 of this Agreement.

“Third Party Documents” means the Pooling and Servicing Agreement, and with respect to a Third Party Financier, all other documents executed in connection with the financing or guaranty or credit enhancement provided by such Third Party Financier (other than the Transaction Documents).

“Third Party Financier” means (i) the Noteholders under the Indenture and any agent thereof, and (ii) a Person other than Buyer, Seller or its Affiliate which is to acquire from Buyer the title, ownership, beneficial interest or security interest in any Specified Assets pursuant to the applicable Third Party Documents.

“Total Consideration” is defined in Section 2.12(a) of this Agreement.

“Transaction Documents” means, collectively, this Agreement, the Pooling and Servicing Agreement, each Contract, the Lockbox Agreements, any Seller’s Operative Document and all other instruments, documents and agreements executed and delivered by any Seller in connection therewith.

A-12

“Transferred Asset” means any Specified Asset, the ownership or the beneficial interest in which is sold, assigned, pledged or otherwise transferred to a Third Party Financier pursuant to the applicable Third Party Documents.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Unpaid Balance” means, with respect to any Purchased Receivable at any time, the unpaid principal amount thereof (after giving effect to all prepayments) as shown in the books of Seller or Servicer at such time including any amount payable in respect of Finance Charges or shipping, packaging, handling or similar costs; and with respect to any Purchased Equipment Loan, as of any Cutoff Date, the unpaid principal balance of such Purchased Equipment Loan, as shown on the books of such Seller as of such date and as of any Accounting Date, the Loan Balance thereof.

“Write-Off’ means any Conveyed Asset that, consistent with the applicable Credit and Collection Policy, has been written off as uncollectible.

B. Other Interpretative Matters. For purposes of any Transaction Document, unless otherwise specified therein: (1) accounting terms used and not specifically defined therein shall be construed in accordance with GAAP; (2) terms used in Article 9 of the New York UCC, and not specifically defined in that Transaction Document, are used therein as defined in such Article 9; (3) the term “including” means “including without limitation,” and other forms of the verb “to include” have correlative meanings; (4) references to any Person include such Person’s permitted successors; (5) in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (6) the words “hereof, “herein” and “hereunder” and words of similar import refer to such Transaction Document as a whole and not to any particular provision of such Transaction Document; (7) references to “Section,” “Schedule” and “Exhibit” in such Transaction Document are references to Sections, Schedules and Exhibits in or to such Transaction Document; (8) the various captions (including any table of contents) are provided solely for convenience of reference and shall not affect the meaning or interpretation of such Transaction Document; and (9) references to any statute or regulation refer to that statute or regulation as amended from time to time, and include any successor statute or regulation of similar import.

A-13

APPENDIX B

Notice Addresses and Procedures

All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under this Agreement to be made upon, given or furnished to or filed with Seller, the Servicer, the Transferor, the Rating Agencies or any Third Party Financier shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail or mailed by certified mail return receipt requested, and shall be deemed to have been duly given upon receipt:

(a) in the case of the Buyer, at the following address:

Alliance Laundry Equipment Receivables 2009 LLC

c/o The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

with a copy to:

Alliance Laundry Equipment Receivables 2009 LLC

Shepard Street and Hall Street

Suite 200

Ripon, WI 54971-0990

Attention: General Counsel

Telecopy: 920-748-4334

Confirmation: 920-748-4320

(b) in the case of the Seller and the Servicer, at the following address:

Alliance Laundry Systems LLC

Shepard Street

P.O. Box 990

Ripon, WI 54971-0990

Attention: Chief Financial Officer

Telecopy: 920-748-1629

Confirmation: 920-748-1634

with a copy to:

Alliance Laundry Systems LLC

Shepard Street

P.O. Box 990

Ripon, WI 54971-0990

Attention: General Counsel

Telecopy: 920-748-4334

Confirmation: 920-748-4320

B-1

with a copy to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Winthrop Minot

Telecopy: 617-235-0076

Confirmation: 617-951-7364

(c) in the case of the Indenture Trustee, at its Corporate Trust Office

(d) in the case of the Issuer or the Owner Trustee, to the Owner Trustee at its Corporate Trust Office, with copies to:

Alliance Laundry Equipment Receivables 2009 LLC

Shepard Street and Hall Street

Suite 200

Ripon, WI 54971-0990

Attention: Chief Financial Officer

Telecopy: 920-748-1629

Confirmation: 920-748-1634

and:

Alliance Laundry Equipment Receivables 2009 LLC

Shepard Street and Hall Street

Suite 200

Ripon, WI 54971-0990

Attention: General Counsel

Telecopy: 920-748-4334

Confirmation: 920-748-4320

and:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention: Winthrop Minot

Telecopy: 617-235-0076

Confirmation: 617-951-7364

The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuer.

B-2

(e) in the case of Moody’s Investors Service, Inc., to:

Moody’s Investors Service, Inc.

ABS Monitoring Department

99 Church Street

New York, New York 10007

Telecopy: 212-552-4642

Confirmation: 212-553-0300

(f) in the case of Standard & Poor’s Ratings Services, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Asset Backed Surveillance Department

Telecopy: 212-438-2648

Confirmation: 212-438-2000

(g) and in the case of counsel to Indenture Trustee:

Emmet, Marvin & Martin

120 Broadway, 32nd Floor

New York, New York 10271

Attention: Deirdre K. Pierson

Telecopy: 212-238-3100

Confirmation: (212)-238-3130

(h) in the case of the Noteholders, to:

Natixis Financial Products Inc.

9 West 57^th Street, 36^th Floor

New York, NY 10019

Attention: Yazmin Vasconez

Telecopy No.: 646-942-2361

Confirmation: 212-891-6176

E-mail: Agent_group@cm.natixis.com

BMO Capital Markets Corp.

115 S. LaSalle Street, 13th Floor West

Chicago, IL 60603

Attention: Conduit Management Team

Telecopy No.: (312) 461-3189 / (312) 294-4908

E-mail: fundingdesk@bmo.com

The Bank of Nova Scotia

One Liberty Plaza, 26th Floor

New York, NY 10006

Attention: Michael Eden

B-3

Telecopy No.: (212) 225-5274

Confirmation: (212) 225-5007

E-mail: michael_eden@scotiacapital.com

or at such other address as shall be designated by such party in a written notice to the other parties to this Agreement.

Where any Basic Document provides for notice to the Noteholders of any condition or event, such notice shall be sufficiently given (unless otherwise expressly provided in a Basic Document) if it is in writing and mailed, first-class, postage prepaid to each Noteholder affected by such condition or event, at such Person’s address as it appears on the Note Register or Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such Basic Document for the giving of such notice. If notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

B-4

SCHEDULE 3.1(k)

PERFECTION CERTIFICATE – SELLER

June 26, 2009

The undersigned, the Secretary of Alliance Laundry Systems LLC (the “Company”), hereby certifies, with reference to the certain Purchase Agreement, dated as of June 26, 2009 (terms defined in such Purchase Agreement having the same meanings herein as specified therein), among the Company, certain Affiliates of the Company and Alliance Laundry Equipment Receivables 2009 LLC (the “Lender”), to the Lender as follows:

(1) Name. The exact legal name of the Company as that name appears on its Certificate of Formation is as follows:

Alliance Laundry Systems LLC

(2) Other Identifying Factors.

(i) The following is the mailing address of the Company:

Shepard Street

P.O. Box 990

Ripon, WI 54971

(j) If different from its mailing address, the Company’s place of business or, if more than one, its chief executive office is located at the following address:

None

(k) The following is the type of organization of the Company:

Limited Liability Company

(l) The following is the jurisdiction of the Company’s organization:

Delaware

(3) Other Names, Etc.

(m) The following is a list of all other names (including trade names or similar appellations) used by the Company, or any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five (5) years.

Speed Queen	Huebsch	Cissell
UniMac	Ipso

Sch. 3.1(k)-1

(n) Attached hereto is the information required in Section 2 for any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five (5) years.

Not Applicable

4. Other Current Locations.

(o) The following are all other locations in the United States of America in which the Company maintains any books or records relating to any of the Specified Assets consisting of accounts, instruments, chattel paper, general intangibles or mobile goods:

None

(p) The following are all other locations in the United States of America where any of the Specified Assets consisting of inventory or equipment is located:

Not Applicable

(q) The following are the names and addresses of all persons or entities other than the Company, such as, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Specified Assets consisting of instruments, chattel paper, inventory or equipment:

LaSalle Bank National Association

2571 Busse Road

Suite 200

Elk Grove Village, IL 60007

5. Prior Locations.

(r) Set forth below is the information required by Section 4(a) with respect to each location or place of business previously maintained by the Company at any time during the past five (5) years in a state in which the Company has previously maintained a location or place of business at any time during the past four (4) months:

Not Applicable

Sch. 3.1(k)-2

IN WITNESS WHEREOF, we have hereunto signed this Certificate as of the date first above written.

ALLIANCE LAUNDRY SYSTEMS LLC

By:

Name:

Title:

Sch. 3.1(k)-3

SCHEDULE 3.1(p)

ACCOUNT BANKS AND PAYMENT INSTRUCTIONS

Deposit Account Numbers 58010-12138 and 58010-12120	Lockbox Addresses:
	2529 and 2799 Paysphere Circle Chicago, IL 60674 Address for Notices: Bank of America Mail Code CA4-706-03-07 1850 Gateway Blvd. Concord, CA 94520-3282 Attn: Miguel A. DeSousa
Collection Account Number 112520473	Address for Notices: U.S. Bank, National Association Galleria Level 777 E. Wisconsin Avenue Milwaukee, WI 53202 Attn: Corporate Banking Division

Sch. 3.1(p)-1

EX-10.3

Exhibit 10.3

POOLING AND SERVICING AGREEMENT

AMONG

ALLIANCE LAUNDRY SYSTEMS LLC

Servicer and Originator

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

Transferor

AND

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A

Issuer

DATED AS OF JUNE 26, 2009

TABLE OF CONTENTS

		Page
ARTICLE I
CERTAIN DEFINITIONS
SECTION 1.01	Definitions	1
ARTICLE II
PURCHASE AND SALE
SECTION 2.01	Purchase and Sale	1
SECTION 2.02	Timing of Conveyances	2
SECTION 2.03	Character of Transfers	2
SECTION 2.04	No Recourse	2
SECTION 2.05	No Assumption of Obligations Relating to Second Tier Purchased Assets	2
SECTION 2.06	Absolute Conveyances	3
SECTION 2.07	Effect of Transfer	4
SECTION 2.08	Servicing of Second Tier Purchased Assets	4
SECTION 2.09	Custody of Collateral Documents	4
SECTION 2.10	Acceptance and Acknowledgment by Issuer	7
SECTION 2.11	Representations and Warranties as to the Loans and Receivables	7
SECTION 2.12	Payments in Respect of Receivables and Repurchases of Loans	8
SECTION 2.13	Substitution of Loans	9
ARTICLE III
GENERAL ADMINISTRATION; ADMINISTRATION AND SERVICING OF LOANS
SECTION 3.01	Duties of the Servicer regarding Loans	10
SECTION 3.02	Collection of Loan Payments	12
SECTION 3.03	Prepayments	12
SECTION 3.04	Realization Upon Defaulted Equipment Loans	13
SECTION 3.05	Maintenance of Insurance Policies	13
SECTION 3.06	Maintenance of Security Interests in Collateral	13
SECTION 3.07	Covenants of the Servicer	14
SECTION 3.08	Servicer’s Purchase of Loans or Payments in Respect of Receivables Upon Breach of Covenant	17
SECTION 3.09	Servicing Fees; Payment of Certain Expenses by Servicer	18
SECTION 3.10	Servicer’s Certificate	18
SECTION 3.11	Application of Collections	19

TABLE OF CONTENTS

(continued)

		Page
SECTION 3.12	Power of Attorney	19
SECTION 3.13	Backup Servicer	19
SECTION 3.14	Schedule of Loans	20
ARTICLE IV
ADMINISTRATION AND SERVICING OF RECEIVABLES
SECTION 4.01	Designation of the Servicer	20
SECTION 4.02	Duties of the Servicer and Transferor	20
SECTION 4.03	Covenants of the Servicer	22
SECTION 4.04	Application of Collections	22
ARTICLE V
SERVICER’S COVENANTS; DISTRIBUTIONS; STATEMENTS TO BENEFICIARIES
SECTION 5.01	Annual Statement as to Compliance: Notice of Servicer Default	22
SECTION 5.02	Annual Independent Accountants’ Report	23
SECTION 5.03	Access to Certain Documentation and Information Regarding Loans and Receivables	24
SECTION 5.04	Amendments to Loans and to Schedule of Loans	25
SECTION 5.05	Assignment of Administrative Loans, Warranty Loans	25
SECTION 5.06	Distributions	26
SECTION 5.07	No Set-off	26
SECTION 5.08	Reporting	26
SECTION 5.09	Information Provided to Rating Agencies	26
ARTICLE VI
LOCKBOXES, ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS; ADVANCES
SECTION 6.01	Loan Lockbox Account	27
SECTION 6.02	Receivables Lockbox Accounts	28
SECTION 6.03	Loan Collection Account	28
SECTION 6.04	Receivables Collection Account	29
SECTION 6.05	Reserve Account	30
SECTION 6.06	Transfers Between Accounts	30
SECTION 6.07	The Designated Accounts; Control of Designated Accounts	30
SECTION 6.08	Collections	31
SECTION 6.09	Investment Earnings	31

2

TABLE OF CONTENTS

(continued)

		Page
SECTION 6.10	Servicer Advances	31
SECTION 6.11	Additional Deposits	32
SECTION 6.12	Yield Supplement Account	32
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR, ORIGINATOR, SELLER, ISSUER AND THE SERVICER
SECTION 7.01	Representations and Warranties of the Transferor, Originator, Seller, Issuer and the Servicer	32
SECTION 7.02	Liability of Transferor	38
SECTION 7.03	Merger or Consolidation of, or Assumption of the Obligations of, Transferor; Amendment of Limited Liability Company Agreement	38
SECTION 7.04	Limitation on Liability of Transferor and Others	39
SECTION 7.05	Transferor May Own Securities	39
SECTION 7.06	Rule 144A	39
ARTICLE VIII
LIABILITIES OF SERVICER AND OTHERS
SECTION 8.01	Liability of Servicer; Indemnities	39
SECTION 8.02	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer	41
SECTION 8.03	Limitation on Liability of Servicer and Others	42
SECTION 8.04	Delegation of Duties	42
SECTION 8.05	Servicer Not to Resign	43
ARTICLE IX
SERVICER DEFAULT
SECTION 9.01	Servicer Defaults	43
SECTION 9.02	Consequences of a Servicer Default	45
SECTION 9.03	Indenture Trustee to Act; Appointment of Successor	46
SECTION 9.04	Notification to the Beneficiaries and the Certificateholders	47
SECTION 9.05	Waiver of Past Defaults	47
SECTION 9.06	Effects of Termination or Resignation of Servicer	47
ARTICLE X
TERMINATION; REDEMPTION
SECTION 10.01	Optional Purchase of Equipment Loans and Receivables	48
SECTION 10.02	Termination of the Agreement	48

3

TABLE OF CONTENTS

(continued)

		Page
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01	Amendment	48
SECTION 11.02	Protection of Title to Owner Trust Estate	50
SECTION 11.03	Notices	51
SECTION 11.04	Governing Law	51
SECTION 11.05	Severability of Provisions	51
SECTION 11.06	Assignment	52
SECTION 11.07	Benefits of Agreement	52
SECTION 11.08	Separate Counterparts	52
SECTION 11.09	Headings and Cross-References	52
SECTION 11.10	Assignment to Indenture Trustee	52
SECTION 11.11	No Petition Covenants	52
SECTION 11.12	Limitation of Liability of the Trustees	53
SECTION 11.13	Survival of Agreement	53
SECTION 11.14	Cooperation and Further Assurances	53
SECTION 11.15	No Recourse	54

4

EXHIBITS
EXHIBIT A-1	Form of Initial PSA Assignment
EXHIBIT A-2	Form of Additional PSA Assignment
EXHIBIT A-3	Form of Substitution Assignment
EXHIBIT B	Locations of Schedule of Loans and Receivables
EXHIBIT C	[Reserved]
EXHIBIT D	Form of Servicer’s Certificate
EXHIBIT E	Form of Control Agreement
EXHIBIT F	Form of Borrowing Base Certificate
EXHIBIT G	Agreed Upon Procedures
APPENDICES
APPENDIX A	Defined Terms and Rules of Construction
APPENDIX B	Addresses and Procedures
APPENDIX C	Credit Agreement
SCHEDULES
SCHEDULE 7.01	Perfection Certificate – Transferor

5

THIS POOLING AND SERVICING AGREEMENT (this “Agreement”) is made as of June 26, 2009, by and among ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“ALS” and, in its capacity as Originator and Servicer hereunder, the “Originator” and the “Servicer,” respectively), ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC, a Delaware limited liability company (“ALER” and, in its capacity as the Transferor hereunder, the “Transferor”), and ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, a Delaware statutory trust (the “Issuer”).

WHEREAS, pursuant to the Purchase Agreement, ALS will from time to time sell or convey certain Loans and all of its Receivables to the Transferor;

WHEREAS, the Transferor desires to further contribute such Loans and Receivables to the Issuer in respect of its beneficial interest in the Issuer, and the Servicer desires to perform the servicing obligations set forth herein for, and in consideration of, the fees and other benefits set forth in this Agreement;

WHEREAS, the Transferor and the Issuer wish to set forth the terms pursuant to which such Loans and Receivables are to be transferred by the Transferor to the Issuer, and the Servicer and the Issuer wish to set forth the terms pursuant to which such Loans and Receivables will be serviced by the Servicer;

NOW, THEREFORE, in consideration of the foregoing, the other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

SECTION 1.01 Definitions. Certain capitalized terms used in the above recitals and in this Agreement are defined in and shall have the respective meanings assigned them in Part I of Appendix A to this Agreement. All references herein to “the Agreement” or “this Agreement” are to this Pooling and Servicing Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01 Purchase and Sale. The Originator has previously sold, transferred and conveyed to the Transferor, the Transferor hereby conveys, transfers or assigns to the Issuer, and the Issuer hereby accepts from the Transferor, at the times set forth in Section 2.02, all of Transferor’s right, title and interest in, to and under:

(a) all Specified Assets that existed and were transferred to the Transferor on the Closing Date under the Purchase Agreement;

(b) all Specified Assets that existed and were acquired by the Transferor on each Purchase Date during the period from and including the closing of business on the Closing Date to the Purchase Termination Date;

(c) the Purchase Agreement and the other Basic Documents (other than the Trust Agreement, and the documents and certificates executed in connection with the foregoing) to the extent such rights relate to the Specified Assets, including the right of the Transferor to cause ALS to perform its obligations thereunder (including the obligation of ALS under Sections 2.12(c) and (d) of the Purchase Agreement); and

(d) any and all income and Proceeds of the property described in clauses (a) through (c) above.

As used herein, “Second Tier Purchased Assets” means the items listed above in clauses (a), (b), (c) and (d) collectively.

SECTION 2.02 Timing of Conveyances.

(a) Initial Closing Date Conveyances. On the Closing Date, the Transferor will, pursuant to an assignment in the form attached hereto as Exhibit A-1 (the “Initial PSA Assignment”), convey, transfer, assign, and set over to the Issuer all of the Specified Assets acquired by the Transferor on the Closing Date pursuant to the Purchase Agreement.

(b) Regular Conveyances. On each Purchase Date under the Purchase Agreement, the Transferor will immediately, upon the acquisition by the Transferor of such Specified Assets, transfer, each and every Specified Asset acquired by the Transferor on such Purchase Date pursuant to the terms of the Purchase Agreement. Solely with respect to the Equipment Loans and the Related Assets with respect thereto, each such transfer shall be pursuant to an assignment in the form attached hereto as Exhibit A-2 (the “Additional PSA Assignment”).

SECTION 2.03 Character of Transfers. Each transfer of Second Tier Purchased Assets as set forth in Section 2.02 will be treated as a capital contribution by the Transferor to the Issuer.

SECTION 2.04 No Recourse. Except as specifically provided in Section 2.12 of this Agreement, the transfer of Second Tier Purchased Assets under this Agreement shall be without recourse to the Transferor; it being understood that the Transferor shall be liable to the Issuer for all representations, warranties, covenants and indemnities made by the Transferor pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to the Transferor for the credit risk of the Obligors under any Second Tier Purchased Assets.

SECTION 2.05 No Assumption of Obligations Relating to Second Tier Purchased Assets. Neither the Issuer nor the Servicer shall have any obligation or liability to any Obligor or other customer or client of the Transferor (including any obligation to perform any of the

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obligations of the Transferor under any Second Tier Purchased Asset including any contract or purchase orders or other agreements related to any Second Tier Purchased Asset). No such obligation or liability is intended to be assumed by the Issuer or the Servicer hereunder, and any such assumption is expressly disclaimed.

SECTION 2.06 Absolute Conveyances. Each of the Transferor and the Issuer intends each transfer of the Second Tier Purchased Assets hereunder to be capital contributions by the Transferor to the Issuer, that in each case are absolute and irrevocable and that provide the Issuer with the full benefits of ownership of the Second Tier Purchased Assets. Neither the Issuer nor the Transferor intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Issuer to the Transferor.

The Transferor, the Servicer and the Issuer intend to treat such transfer and assignment as a capital contribution for accounting purposes. Notwithstanding the foregoing, if the arrangements with respect to such assets are deemed for any purpose to constitute a loan and not a purchase and sale or capital contribution of the Second Tier Purchased Assets, it is the intention of the parties hereto that this Agreement shall still constitute a security agreement under applicable law, and Transferor hereby grants to the Issuer a first priority perfected security interest in all of Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Second Tier Purchased Assets, and all money, accounts, general intangibles, payment intangibles, chattel paper, instruments, documents, supporting obligations, goods, investment property, deposit accounts, securities entitlements, certificates of deposit, letters of credit, letter-of-credit rights, and advices of credit consisting of, arising from or related to such assets, and all Proceeds thereof, to secure its obligations hereunder, including its obligation to remit to the Issuer, or its successors and assigns, all Collections of such assets and other Proceeds of such assets and all other Second Tier Purchased Assets. The Transferor and the Issuer agree that the foregoing transfers of Purchased Receivables and Loans included in the Second Tier Purchased Assets constitute sales of “accounts,” “promissory notes” and “chattel paper” as described in the UCC, and that this Agreement shall create a security interest in favor of the Issuer as the purchaser of such assets.

Each of the Transferor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement is deemed to create a security interest in the Second Tier Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority Lien in favor of the Indenture Trustee (as assignee of the Issuer) under applicable law (including the filing of any financing statements describing the subject of such security interest as all assets of the Transferor) and will be maintained as such throughout the term of this Agreement. Such grant of a security interest in the Second Tier Purchased Assets shall be deemed to include all rights, powers and options (but none of the obligations, if any) of the Transferor under any agreement or instrument included in the assets referred to in the Second Tier Purchased Assets, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of Purchased Equipment Loans and all other monies payable under such Purchased Equipment Loans, the immediate and continuing right to collect the Purchased Receivables to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Transferor or otherwise and generally to do and receive anything that the Transferor is or may be entitled to do or receive under or with respect to the Second Tier Purchased Assets. For purposes of such grant, this Agreement shall constitute a security agreement under the UCC.

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SECTION 2.07 Effect of Transfer. Upon each Advance under the Indenture and the Note Purchase Agreement, title to the Second Tier Purchased Assets shall vest in the Issuer, whether or not the conditions precedent to the obligation of the Issuer to acquire such Second Tier Purchased Assets were in fact satisfied.

SECTION 2.08 Servicing of Second Tier Purchased Assets. Consistent with the Issuer’s ownership of the Second Tier Purchased Assets, the Issuer shall have the sole right to service, administer and collect the Second Tier Purchased Assets and to assign such right to others.

SECTION 2.09 Custody of Collateral Documents. Simultaneously with the execution and delivery of this Agreement, the Servicer, the Issuer, the Indenture Trustee and the Custodian shall enter into the Custodial Agreement, whereby the Custodian shall act as the agent of the Indenture Trustee as custodian of the following documents and instruments (collectively, the “Collateral Documents”) for each Loan to be acquired by the Issuer pursuant to the terms of this Agreement:

(a) the fully executed endorsed original of the Equipment Note and any original loan agreement for any such Loan (which shall not bear any transfer or encumbrance legend or, if it shall bear such a legend, shall be accompanied by an unconditional release from the party or parties named in such legend);

(b) the original, fully executed Guaranty executed in respect of such Loan (unless the Loan Schedule certifies that such document does not exist with respect to the applicable Loan);

(c) the original, fully executed security agreement executed for such Loan;

(d) the original file-stamped UCC financing statement with recording information indicated thereon for such Loan filed by the Originator against the Obligor with respect to the related Equipment or a copy thereof and related certificates (as provided in the second paragraph below);

(e) the Delivery and Acceptance Receipt for the Equipment relating to such Loan (unless the Loan Schedule certifies that such document does not exist with respect to the applicable Loan) or a copy thereof and related certification (as provided in the second paragraph below); and

(f) the assignment of lease, landlord waiver, mortgagee waiver or deed, in each case, with respect to the real property on which the related Equipment is located (unless the Loan Schedule certifies that such document does not exist with respect to the applicable Loan and is not required to be delivered to the Custodian pursuant to this Agreement).

The Transferor shall, or shall cause the Servicer to, deliver to the Custodian (i) on or prior to the Closing Date, all of the Collateral Documents (but shall retain copies thereof) relating to the entire Aggregate Initial Loan Balance of the Initial Loans (except for Loan #130013073, to

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Mona Eldib d/b/a Main Laundromat), and (ii) the Collateral Documents relating to the remaining Initial Loans within sixty (60) Business Days of the Closing Date. On or prior to the Closing Date (with respect to the entire Aggregate Initial Loan Balance of the Initial Loans (except for Loan #130013073, to Mona Eldib d/b/a Main Laundromat), and two (2) Business Days after receipt by the Custodian solely with respect to Loan #130013073, to Mona Eldib d/b/a Main Laundromat) such Collateral Documents shall have been certified as complete and without Exception (as defined in the Custodial Agreement) by the Custodian (a copy of such certification will be provided to the Administrative Agent and the Indenture Trustee). With respect to any Loan transferred to the Issuer after the Closing Date, the Transferor shall, or shall cause the Servicer to, deliver all of the Collateral Documents (but shall retain copies thereof) relating to such Loans to the Custodian and such Collateral Documents shall have been certified as complete and without Exception (as defined in the Custodial Agreement) by the Custodian (a copy of such certification will be provided to the Administrative Agent and the Indenture Trustee) no later than 3:00 p.m. on the Business Day prior to, and as a condition to the funding of the Equipment Loan under the Indenture, on the applicable Equipment Loan Borrowing Date. The Custodian shall, in accordance with the Custodial Agreement, review and certify as complete pursuant to a Custodian Receipt Certification all Collateral Documents required to be delivered to the Custodian with respect to each Loan. Except as otherwise provided herein with respect to the transfer of servicing duties hereunder, the Servicer: (i) shall maintain in its possession the Loan Files and Receivables Files (other than the Collateral Documents) in a manner consistent with the Loan Servicing Standards, (ii) will not dispose of any documents constituting the Loan Files or Receivables Files, (iii) will not permit any Person other than the Indenture Trustee to maintain any adverse claim upon any Loan File or Receivables File, and (iv) will not permit any Person other than the Indenture Trustee, the Servicer (or any sub-servicer or other agent permitted hereunder) or the Custodian to maintain possession of any Loan File or Receivable File so long as the related Loan or Receivable shall remain part of the Trust Estate.

With respect to any Collateral Documents described in clauses (d) or (f) above which have been delivered, or are being delivered, to recording offices for recording and have not been returned to the Transferor or Servicer in time to permit their delivery hereunder at the time required, then, in lieu of delivering such original documents, the Transferor or Servicer shall deliver to the Custodian a true copy thereof with a certification (a copy of which certification shall be delivered to the Administrative Agent and the Indenture Trustee) executed by an authorized representative of the Transferor or Servicer certifying that such copy is a true, correct and complete copy of the original, which has been transmitted for recordation. The Transferor or Servicer shall deliver such original documents to the Custodian promptly when they are received.

Upon termination of the Servicer as Servicer, the terminated Servicer shall promptly deliver to the Indenture Trustee any Loan Files and any Receivables Files, or portion thereof, as applicable, and any copies of the Collateral Documents that may be in the possession of such Servicer and that may have been delivered to such Servicer pursuant to this Section 2.09. From time to time, solely to the extent the same is required to implement the foreclosure, purchase, payoff, substitution or servicing of the Loans or Receivables by the Servicer or any related collateral, the Servicer may request release by the Custodian of, and the Custodian shall deliver to the Servicer, any portion of the Collateral Documents in accordance with the terms of the Custodial Agreement. A copy of any such request shall be sent concurrently to the Administrative Agent and the Indenture Trustee. In the event that an Event of Default, Default,

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Rapid Amortization Event or Servicer Default has occurred and is continuing, the consent of the Required Noteholders shall be required in order for the Servicer to make any such request. The Servicer shall promptly return to the Custodian each and every document previously requested from the Collateral Documents when the Servicer’s need therefor no longer exists, unless the Loan or Receivable has been liquidated, paid off or collected, is a Warranty Loan, an Administrative Loan or is a Loan with respect to which a Substitute Loan has been substituted in its place, in which case, the Servicer shall provide a certification to this effect to the Custodian, which may be included in the request for release, a copy of which shall be sent concurrently to the Administrative Agent and the Indenture Trustee.

Notwithstanding anything to the contrary set forth herein, the Servicer shall not, without the prior written consent of the Administrative Agent (acting at the direction of the Required Noteholders), be entitled to request any Collateral Documents held by the Custodian if the sum of the unpaid Loan Balances of all Loans for which the Servicer is then in possession of the related Collateral Documents (other than for Loans then held by the Servicer which have been repurchased, paid off, substituted or liquidated in accordance with the Loan Servicing Standards) (including the Collateral Documents to be requested) exceeds 5% of the Aggregate Loan Balances of all Loans then owned by the Trust. The Servicer may hold, and hereby acknowledges that it shall hold, any Collateral Documents and all other property included in the Trust Estate property that it may from time to time receive hereunder as custodian for the Indenture Trustee solely at the will of the Custodian and the Indenture Trustee for the sole purpose of facilitating the servicing of the Loans and such retention and possession shall be in a custodial capacity only. To the extent the Servicer, as agent of the Indenture Trustee and the Issuer, holds any Trust Estate property, the Servicer shall do so in accordance with the Loan Servicing Standards as such standard applies to servicers acting as custodial agent. The Servicer shall promptly report to the Custodian and the Indenture Trustee the loss by it of all or part of any Collateral Documents previously provided to it by the Custodian and shall promptly take appropriate action to remedy any such loss. In such custodial capacity, the Servicer shall have and perform the following powers and duties:

(i) hold the Loan Files and Collateral Documents that it may from time to time receive hereunder from the Indenture Trustee for the benefit of the Indenture Trustee, maintain accurate records pertaining to each Loan to enable it to comply with the terms and conditions of the Indenture and this Agreement, and maintain a current inventory thereof;

(ii) implement policies and procedures consistent with the Servicing Standards (and the Credit and Collection Policies generally) and requirements of the Custodial Agreement so that the integrity and physical possession of such Loan Files and Collateral Documents will be maintained; and

(iii) take all other actions, in accordance with the Servicing Standards (and the Credit and Collection Policies generally), in connection with maintaining custody of such Loan Files and Collateral Documents on behalf of the Indenture Trustee.

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Acting as custodian of the Loan Files pursuant to this Section, the Servicer agrees that it does not and will not have or assert any beneficial ownership interest in the Loans, the Loan Files or the Collateral Documents.

The Servicer agrees to maintain the Collateral Documents in its possession that it may from time to time receive from the Custodian at its office located in Ripon, Wisconsin or at such other offices of the Servicer as shall from time to time be identified by prior written notice to the Indenture Trustee and the Administrative Agent. Notwithstanding the foregoing, the Servicer may temporarily move individual Loan Files or Receivables Files (or any portion thereof) or any Collateral Documents without notice as necessary to conduct the collection and other servicing activities originally set forth in the request for release in accordance with the Servicing Standards; provided, that the Servicer shall not move any such Loan Files, Receivables Files or such Collateral Documents for more than thirty (30) days without obtaining the written consent of the Indenture Trustee and the Administrative Agent (acting at the direction of the Required Noteholders), such consent not to be unreasonably withheld or delayed.

SECTION 2.10 Acceptance and Acknowledgment by Issuer. (a) The Issuer hereby accepts the Second Tier Purchased Assets and declares that the Issuer shall hold such assets in trust for the benefit of Beneficiaries in accordance with the Trust Agreement, the Indenture and this Agreement. The Issuer hereby accepts the appointment of ALS as Servicer.

(b) Transfer of Conveyed Assets. Each of the Transferor, ALS, as the Originator, and the Servicer understands that the Issuer intends to pledge the Trust Estate to the Indenture Trustee for the benefit of the Beneficiaries pursuant to the Indenture. Each of the Transferor, ALS, as the Originator, and the Servicer agrees that, upon the occurrence of an Event of Default, the Indenture Trustee may exercise the rights of the Issuer hereunder and shall be entitled to all of the benefits to which the Issuer is entitled hereunder to the extent provided for in the Indenture.

SECTION 2.11 Representations and Warranties as to the Loans and Receivables. Pursuant to Section 2.01(c), the Transferor assigned to the Issuer all of its right, title and interest in, to and under the Purchase Agreement, including the representations and warranties of ALS made to the Transferor pursuant to Section 3.1 of the Purchase Agreement. Each of the Originator and the Transferor hereby represents, warrants and covenants to the Issuer that it has taken no action, and will take no action, which would cause such representations, warranties and covenants to be false in any material respect as of the Closing Date, Purchase Date or Substitution Date, as applicable. Each of the Originator and the Transferor further acknowledges that the Issuer, the Indenture Trustee and the Beneficiaries rely on, and for their benefit, the Transferor hereby reaffirms, the representations, warranties and covenants of the Transferor under this Agreement and the Originator hereby reaffirms the representations, warranties and covenants of ALS under the Purchase Agreement, in accepting the Loans and Receivables in trust and executing and delivering the Securities. The foregoing representations and warranties are made as of the Closing Date, Purchase Date or Substitution Date but shall survive the sale, transfer and assignment of the Loans, the Receivables and the other Second Tier Purchased Assets to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture, until the Indenture is terminated in accordance with its terms; provided that to the extent such representations and warranties relate to the Receivables and the Related Assets with respect thereto, such representations and warranties shall survive only until the Receivables Payoff Date.

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SECTION 2.12 Payments in Respect of Receivables and Repurchases of Loans. Upon discovery by the Transferor, the Administrative Agent, the Servicer, the Issuer or the Indenture Trustee of a breach of any of the representations and warranties made with respect to any Conveyed Assets that were identified as Eligible Receivables and/or Eligible Equipment Loans on the relevant Funding Date Data Pool Report in:

(x) Section 3.01 of the Purchase Agreement (irrespective of any limitation set forth in the Purchase Agreement regarding knowledge of the Originator); or

(y) Section 2.11 or clauses (i), (ii) or (iii) of Section 7.01(b) of this Agreement; or

(z) Section 7.01(a), Section 7.01(b) (other than clauses (i), (ii) and (iii) of Section 7.01(b)) or Section 7.01(c) of this Agreement which breach materially and adversely affects the interests of the Beneficiaries in, or collectability of, the affected Loan or Receivable, as the case may be;

the party discovering such breach shall give prompt written notice thereof to the others.

Unless such breach shall have been waived in writing by the Administrative Agent (at the direction of the Required Noteholders) or cured in all material respects (whether by remedying the affected Loan or Receivable or by the Transferor’s acquiring and conveying to the Issuer additional Eligible Receivables or Eligible Equipment Loans, as the case may be), then the Transferor (in the event of a breach of the representations and warranties made by the Transferor and not by the Originator) or the Originator (in the event of a breach of representation and warranty of the Originator and not the Transferor), shall:

(i) in the case of a non-conforming Receivable, on the Receivables Conversion Date (and on each Business Day after the Receivables Conversion Date, with respect to events or conditions that occur or exist (or are discovered) after the Receivables Conversion Date) pay the Receivables Credit Amount, if any, as described and defined in Section 2.12(c) of the Purchase Agreement; and

(ii) in the case of a non-conforming Loan, unless the Transferor shall have provided a Substitute Loan as provided in Section 2.13, repurchase such Loan from the Issuer for a price equal to the Warranty Payment by not later than the Distribution Date following the second Accounting Date after the receipt of notice of such breach.

The Owner Trustee shall have no affirmative duty to conduct any investigation as to the occurrence of any event requiring the repurchase of any non-conforming Loan or the payment in respect of any non-conforming Receivable pursuant to this Section 2.12.

It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Loan or make such payment in respect of a Receivable as to which a breach has occurred and is continuing shall, if such payment or repurchase obligations are fulfilled, constitute the sole remedy against the Transferor, the Servicer or ALS for such breach available to any Interested

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Party. The Servicer acknowledges its obligations to repurchase Administrative Loans from the Issuer pursuant to Section 3.08 and ALS, in its capacity as the seller under the Purchase Agreement, acknowledges its obligations to repurchase Warranty Loans pursuant to Section 2.12 of the Purchase Agreement.

SECTION 2.13 Substitution of Loans.

(a) Provided no Rapid Amortization Event or Event of Default has occurred and is continuing, the Transferor may, at its option, transfer to the Issuer on or prior to the eighth day of a month, pursuant to an assignment, substantially in the form attached hereto as Exhibit A-3 (each, a “Substitution Assignment”) one or more Eligible Equipment Loans (each, a “Substitute Loan”) for any Loan that became subject to a Warranty Event (each such replaced Loan, a “Predecessor Loan”), together with all right, title and interest of the Transferor in, to and under:

(i) all documents and instruments evidencing or governing the Substitute Loans and all Loan Files relating thereto, identified in the schedule to the Substitution Assignment and all monies paid or payable thereon (including Liquidation Proceeds) on or after or due and payable, but in each case not paid, as of the Substitution Cutoff Date;

(ii) the Equipment, including all security interests therein, granted by Obligors pursuant to such Substitute Loans and any other collateral securing such Substitute Loans;

(iii) any Insurance Policies, and Proceeds thereof, and rights and benefits thereunder, with respect to such Equipment and any other collateral securing such Substitute Loans;

(iv) with respect to such Substitute Loans, any Guaranties, and Proceeds thereof, and all rights and benefits thereunder;

(v) all funds on deposit from time to time in the Loan Lockbox or in the Loan Lockbox Account with respect to such Substitute Loans and all Proceeds thereof;

(vi) the Purchase Agreement, and the other Basic Documents (other than the Trust Agreement, the Trust Certificate, the Certificates and the documents and certificates executed in connection with the foregoing) relating to such Loan, including the right of the Transferor to cause ALS to perform its obligations thereunder (including the obligation to repurchase such Loans under certain circumstances); and

(vii) any Proceeds of the property described in clauses (i) through (vi) above.

The sum of the Loan Balances, measured as of the Substitution Cutoff Date, of the Substitute Loans to be transferred to the Issuer on any Substitution Date shall not be less than the sum of the Loan Balances, or more than 110%, of the sum of the Loan Balance of the Predecessor Loans, in each case measured as of the Substitution Cutoff Date. Any such Substitute Loan shall also bear interest at the same or higher rate of interest as the Predecessor Loan and shall also have a final maturity date that is not later than six months prior to the Final Scheduled Distribution Date.

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(b) Each Substitute Loan shall be an Eligible Equipment Loan as of the close of business on the last day of the month preceding the Substitution Date (the “Substitution Cutoff Date”), and no Substitute Loan shall have previously been a Substitute Loan. Loans may not be substituted for Warranty Loans if and to the extent (i) from the Closing Date, the sum of the Loan Balances (measured as of the related Substitution Cutoff Date) of all Substitute Loans (including the Eligible Equipment Loans to be substituted on such date) exceeds an amount equal to 5% of the sum of the Loan Balances of all Loans transferred by the Transferor to the Trust on or after the Closing Date, or (ii) after giving effect to the addition of the Substitute Loans to be added on such date, the Equipment Loan Borrowing Base would be less than the Aggregate Equipment Loan Note Principal Balance.

(c) Upon the replacement of a Loan and collateral as described above, the interest of the Trustees and the Noteholders in such Predecessor Loan and related collateral shall be terminated and such Predecessor Loan and collateral shall be released to the Transferor.

(d) Any substitution of a Loan pursuant to this Agreement shall be effected by (i) delivery to the Custodian on behalf of the Indenture Trustee of the Collateral Documents for each such Substitute Loan on or prior to the related Substitution Date in accordance with Section 2.03, (ii) filing of any UCC financing statements necessary to perfect the interest of the Indenture Trustee in the Substitute Loans, (iii) delivery to the Indenture Trustee of a list of Substitute Loans reflecting such substitution, and (iv) execution of and delivery of the related Assignments.

ARTICLE III

GENERAL ADMINISTRATION; ADMINISTRATION AND SERVICING OF LOANS

SECTION 3.01 Duties of the Servicer regarding Loans. ALS is hereby appointed as the initial Servicer. The Servicer is hereby appointed and authorized to act as agent for the Owner of the Loans and in such capacity shall manage, service, administer and make Collections on the Loans with reasonable care, using no less than that degree of skill and attention that the Servicer exercises with respect to comparable stand-alone commercial laundry equipment loans that it services for itself or others and consistent with the Loan Credit and Collection Policy (collectively, the “Loan Servicing Standards”). ALS hereby accepts such appointment and authorization and agrees to perform the duties of Servicer with respect to the Loans set forth herein. The Servicer’s duties shall include, but not be limited to, collection and posting of all payments, responding to inquiries of Obligors on the Loans, investigating delinquencies, sending payment statements to Obligors, upon the request of an Obligor reporting tax information to such Obligors (which currently consists of IRS Form 1098), monitoring the collateral in accordance with the Loan Servicing Standards, accounting for Collections and furnishing monthly and annual statements to the Owner of any Loans with respect to distributions, maintaining the first priority perfected security interest of the Indenture Trustee in the Trust Estate (other than Exempt Collateral) for the benefit of the Beneficiaries and filing any financing and continuation statements required to be filed pursuant to the UCC, including filings against ALS, the

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Transferor and Alliance Laundry Equipment Receivables 2005 LLC, respectively, to perfect the transfers pursuant to the Purchase Agreement, this Agreement and any document pursuant to which ALS acquired such assets from the Transferor and Alliance Laundry Equipment Receivables 2005 LLC, continuation statements shall be filed on or before the 60th day prior to the expiration date of such financing statement; and promptly delivering evidence of all such filings to the Indenture Trustee and the Administrative Agent which evidence shall be satisfactory in form and substance to the Administrative Agent with evidence of the filing of continuation statements being delivered on or before the 30th day before the expiration of such financing statements, and performing the other duties specified herein. Subject to the provisions of Section 3.02, the Servicer shall follow the Loan Servicing Standards and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable.

Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Owner of the Loans, pursuant to this Section 3.01 to execute and deliver, on behalf of all Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Loans and the related collateral but solely to the extent such release or discharge is expressly permitted pursuant to the terms of the Basic Documents. The Servicer is hereby authorized to commence in the name of the Owner of such Loan or, to the extent necessary, in its own name, a legal proceeding to enforce a Defaulted Equipment Loan as contemplated by Section 3.04, to enforce all obligations of ALS and ALER, in its capacity as the Transferor or otherwise, under each of the Purchase Agreement and the Pooling and Servicing Agreement or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Loan or a Defaulted Equipment Loan. If the Servicer commences or participates in such a legal proceeding in its own name (which any successor Servicer shall not be permitted to do, it being understood that in no event will any successor Servicer take any action hereunder in its own name, including setting up accounts or directing Obligors to make payments to it or in its name), the Owner of such Loan shall thereupon be deemed to have automatically assigned such Loan to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, the Servicer is hereby authorized and empowered by the Owner of a Loan to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits, all instruments of satisfaction or cancellation, or of partial or full release or discharge or other documents or instruments in connection with any such proceeding. Any Owner of Loans, upon the written request of the initial Servicer, shall furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. Except to the extent required by the preceding two sentences, the authority and rights granted to the Servicer in this Section 3.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a Loan of equivalent authority and rights. If in any proceeding it is held that the Servicer may not enforce a Loan on the grounds that it is not a real party in interest or a holder entitled to enforce the Loan, the applicable Trustee shall, at the Servicer’s specific written direction and expense, take such steps as shall be reasonably required to enforce the Loan, including bringing suit in the name of such Person.

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SECTION 3.02 Collection of Loan Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Loans as and when the same shall become due, and shall follow the Loan Servicing Standards. Notwithstanding anything in this Agreement to the contrary, neither the Indenture Trustee nor the Servicer shall release the Equipment or other collateral securing a Loan from the lien of the Indenture unless the outstanding Loan Balance, if any, of such Loan has been deposited into the Equipment Collection Account, except (x) upon substitution of Substitute Loans, (y) substitution of equivalent Equipment or other collateral (such substitution shall not reduce the Obligor’s payment obligations under such Loan) or (z) the foreclosure and sale of collateral or final settlement or compromise of a Defaulted Equipment Loan in which case the Proceeds of such foreclosure, sale, or final settlement or compromise shall be deposited into the Collection Account as required under the Basic Documents. Subject to the limitations in Section 3.07(c), the Servicer is hereby authorized, in a manner consistent with the Credit and Collection Policy, to (i) grant extensions, rebates or adjustments on a Loan without the prior consent of the Owner, the Administrative Agent or the Noteholders, and (ii) consent to the assignment or assumption, including the release of the existing Obligor in connection therewith, without the prior consent of the Owner, the Administrative Agent or the Noteholders, provided that (x) after giving effect to such extension, rebate or adjustment, the Equipment Loan Borrowing Base would not be less than the then Aggregate Equipment Loan Note Principal Balance, (y) with respect to any such assignment or assumption (other than the assignment or assumption of a Defaulted Equipment Loan) after giving effect to such assignment or assumption, the new Obligor and Eligible Loan would satisfy all of the criteria set forth in the definition of Eligible Equipment Loan applicable to Obligors and (z) such Loan, after any such extension, rebate or adjustment, meets the definition of an Eligible Equipment Loan; provided, further, that subject to preceding clauses (x), (y) and (z) and Section 3.07(c), any successor Servicer (other than an Affiliate of ALS) shall be authorized to grant extensions, rebates or adjustments without the consent of the Administrative Agent or the Noteholders only to the extent it determines that such action is reasonably likely to prevent a payment event of default by the Obligor. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing such Loan; provided, however, that once the Servicer waives such fees, then such fee cannot be collected from the Designated Accounts, the Loan Lockbox Account or any other source. To the extent provided for in any Loan, the Servicer shall make reasonable efforts to collect all payments with respect to amounts due for maintenance, taxes or assessments on the Equipment or the Loans and shall remit such amounts to the appropriate maintenance provider or Governmental Authority on or prior to the date such payments are due.

SECTION 3.03 Prepayments. The Servicer may accept the prepayment in part or in full of a Loan; provided, that in the event of Full Prepayment, the Servicer may consent to such Full Prepayment only if the amount thereof deposited into the Collection Account in connection with such prepayment is not less than the then Loan Balance of, and all accrued and unpaid interest on, such Loan and all other amounts due and payable in connection therewith other than fees and charges that would otherwise be payable to the Servicer pursuant to Section 8.2(c)(1) or Section 8.2(d)(1) of the Indenture; and provided further, that in the event of a Prepayment in part, the outstanding Loan Balance of such Loan is not reduced by more than the amount of such Prepayment allocable to the payment of principal pursuant to Section 3.11.

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SECTION 3.04 Realization Upon Defaulted Equipment Loans. The Servicer shall use reasonable efforts, consistent with the Loan Servicing Standards, to repossess, remarket or otherwise comparably convert the ownership of each item of Equipment and other collateral that it has reasonably determined should be repossessed or otherwise converted following a default under the Loan secured by each such item of Equipment and other collateral. The Servicer is authorized to follow such practices, policies and procedures as it shall deem necessary or advisable and as shall be in accordance with the Loan Servicing Standards to realize upon or obtain benefits of any Proceeds from any Insurance Policies and Proceeds from any Guaranties, in each case with respect to the Loans, selling the related Equipment and other collateral at public or private sale or sales and other actions by the Servicer in order to realize upon such a Loan. The foregoing is subject to the provision that, in any case in which the Equipment shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Equipment unless it shall determine in its discretion consistent with the Loan Servicing Standards that such repair and/or repossession shall likely increase the Proceeds of liquidation of the related Loan by an amount greater than the amount of such expenses. The Servicer shall be entitled to receive Liquidation Expenses with respect to each Defaulted Equipment Loan out of amounts that would otherwise comprise Liquidation Proceeds with respect to the related Loan. The Servicer shall enforce any of the foregoing rights and remedies described in this Section 3.04 with respect to any Defaulted Equipment Loans that are cross collateralized by other loan obligations, in the manner and priority specified in Section 5.1(k) of the Purchase Agreement. To the extent that an escrow account has been established by, or on behalf of an Obligor to cover defaults on contracts between such Obligor and the Originator, amounts in such escrow account shall be applied against defaults under each such contract in the order that such defaults occur with respect to any such contract unless otherwise required by law, regulation or judicial order. The Servicer shall not accelerate any Scheduled Payment unless permitted to do so by the terms of the Loan or under applicable law.

SECTION 3.05 Maintenance of Insurance Policies. The Servicer shall, except as specified in clause (q) of the definition of “Eligible Equipment Loan,” require that each Obligor shall have obtained physical damage insurance covering each item of Equipment as of the execution of the related Loan. The Servicer shall, in accordance with the Loan Servicing Standards, monitor such physical damage insurance with respect to each item of Equipment that secures each Loan. The Servicer shall remit to the Collection Account within two (2) Business Days of receipt all Insurance Proceeds received directly by the Servicer with respect to any Loan or Equipment subject thereto. Additionally, the Servicer shall maintain a general liability policy in the amount of at least $1,000,000 per occurrence and at least $2,000,000 in the aggregate, and an excess liability insurance policy in umbrella form in the aggregate amount of at least $5,000,000. All premiums due and payable for the term of the period in respect of such policies have been paid and shall continue to be paid promptly as such premiums become due. The Indenture Trustee, the Administrative Agent, the Issuer, the Transferor and the Noteholders shall at all times while the Notes are outstanding be named as an additional insured or a primary insured on such casualty and liability policies maintained by the Servicer.

SECTION 3.06 Maintenance of Security Interests in Collateral. The Servicer shall, in accordance with the Loan Servicing Standards and at its own expense, take such steps as are necessary to maintain in favor of the Indenture Trustee perfection of the first priority security interest in the Trust Estate (other than Exempt Collateral) including filings required because of

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revisions to the UCC. The Owner of each Loan hereby authorizes the Servicer to re-perfect such first priority security interest as necessary for any reason. The Servicer shall file such continuation statements and any other documents reasonably requested by the Indenture Trustee or which may be required by law to fully preserve and protect the first priority perfected security interest of the Indenture Trustee on behalf of the Beneficiaries in and to the Trust Estate other than Exempt Collateral. The Servicer shall use commercially reasonable efforts to enforce the obligations of the Obligors under the applicable loan documents to remove any Lien on the Trust Estate of which the Servicer has actual knowledge or reason to have knowledge pursuant to the performance of its obligations as Servicer hereunder other than the Lien created pursuant to the Indenture.

SECTION 3.07 Covenants of the Servicer. The Servicer hereby makes the following covenants on which the Issuer, the Administrative Agent, the Indenture Trustee and the Noteholders are relying in connection with the Issuer acquiring the Loans hereunder and issuing the Securities under the Basic Documents. The Servicer covenants that from and after the Closing Date:

(a) Liens in Force. Except as expressly provided in this Agreement, the Servicer shall not release in whole or in part any Lien on any collateral securing any Loan or any Equipment or other collateral from the security interest securing such related Loan and shall use reasonable efforts not to permit any Liens to attach to the Trust Estate except those created under the Indenture.

(b) No Impairment. The Servicer shall not impair the rights of the Issuer or any Interested Party in and to any Loan and shall take no action with respect to a Loan which at the time the Servicer reasonably believes would be contrary to the maximization of the ultimate repayment on such Loan.

(c) No Modifications. The Servicer shall not (i) amend or otherwise modify or grant rebates or adjustments on any Loan such that (A) the Loan Balance is decreased, (B) after such amendment, modification, rebate or adjustment, the Equipment Loan Borrowing Base would be less than the Aggregate Equipment Loan Note Principal Balance, (C) the Loan no longer meets the definition of Eligible Equipment Loan or (ii) grant any extension with respect to, or amend, any Scheduled Payment to extend or delay any payments of principal on any Loan which modification or amendment would extend the due date for the final Scheduled Payment on such Loan beyond six (6) months prior to the Final Scheduled Distribution Date. Except as accounted for under clause (m) of the definition of “Excess Loan Concentration Amount,” the Servicer shall not amend or otherwise modify any Loan more than once after its applicable Loan Cutoff Date.

(d) Contract Management System. The Servicer will, at its own cost and expense, (A) retain the Contract Management System, or an alternative system of equal capability, used by the Servicer as a master record of the Loans and Receivables and (B) mark the Contract Management System to the effect that the Loans and Receivables listed thereon have been conveyed to the Issuer pursuant to this Agreement and pledged by the Issuer pursuant to the Indenture to the Indenture Trustee for the benefit of the Beneficiaries.

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The Servicer will maintain accounts and records as to each Loan and Receivable serviced by the Servicer that are accurate and sufficiently detailed to permit (i) the reader thereof to know as of the most recent Determination Date the status of such Loan or Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Loan and Receivable and the amounts from time to time deposited in the Collection Account in respect of such Loan or Receivable.

(e) Compliance with Law. The Servicer will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the Loans, the Receivables and the Equipment or any part thereof; provided, however, that the Servicer may contest any act, regulation, order, decree or direction in any reasonable manner that shall not materially and adversely affect the rights of the Interested Parties in the Trust Estate; and provided, further, that such contests shall be in good faith by appropriate proceedings and shall not subject the Agents or the Indenture Trustee to any civil or criminal liability or risk of loss of any collateral.

(f) Obligations with Respect to Loans and Receivables. The Loans and Receivables shall impose no material obligation on the Originator or any successor or assignee. Without limiting the foregoing, as more specifically set forth in this Agreement, in performing its servicing duties hereunder, the Servicer shall, in accordance with the Servicing Standards, collect all payments required to be made by the Obligors under the Loans and Receivables and enforce all material rights of the Issuer under the Loans and Receivables. The Servicer shall not assign, sell, pledge, or exchange, or in any way encumber or otherwise dispose of the Equipment or other collateral securing the Loans, except as expressly permitted under this Agreement and the Indenture.

(g) No Ownership Interest. The Servicer does not have any ownership interest in the Trust Estate and, except for the purposes of commencing a collection proceeding against an Obligor as provided in Section 3.01, will not assert any ownership interest in the Trust Estate.

(h) Collection Policies and Procedures. The Servicer shall not, without the prior written consent of the Administrative Agent (acting at the direction of the Special Required Noteholders), amend, modify or otherwise change its Credit and Collection Policies in any manner unless such amendment, modification or change (i) applies generally to all contracts, loans or receivables serviced by the Servicer (and not just to Loans or Receivables in the Trust Estate) and (ii) would not materially and adversely affect the Trust Estate or the ability of the Servicer to collect the Loans or Receivables or the minimum required credit quality of the Loans or Receivables consistent with the underwriting criteria of ALS in the ordinary course of business. The Servicer shall provide at least five (5) Business Days’ prior written notice to the Administrative Agent and the Noteholders of any proposed material change to the Credit and Collection Policy.

(i) Financial Condition Covenants. For so long as any payments of principal or interest remain outstanding on the Notes or any other amounts are owed to any Beneficiary, the Issuer or the Indenture Trustee under the Basic Documents, the Servicer shall, so long as ALS, any Affiliate thereof or any successor thereto pursuant to Section 8.02 is the Servicer, maintain

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the following financial ratios (the “Financial Condition Covenants”) as specified in this Section 3.07. If the Credit Agreement is in full force and effect, the Servicer shall not permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Servicer ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter under the column entitled “Consolidated Leverage Ratio”:

Fiscal Period	Consolidated Leverage Ratio
June 30, 2009	4.50 to 1.00
September 30, 2009	4.50 to 1.00
December 31, 2009	4.25 to 1.00
March 31, 2010	4.25 to 1.00
June 30, 2010	4.25 to 1.00
September 30, 2010	4.25 to 1.00
Each Fiscal Quarter thereafter	4.00 to 1.00

and;

If the Credit Agreement is in full force and effect, the Servicer shall not permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Servicer ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter under the column entitled “Consolidated Interest Coverage Ratio”:

Fiscal Period	Consolidated Interest Coverage Ratio
June 30, 2009	2.25 to 1.00
September 30, 2009	2.25 to 1.00
December 31, 2009	2.50 to 1.00
March 31, 2010	2.50 to 1.00
June 30, 2010	2.50 to 1.00
September 30, 2010	2.50 to 1.00
Each Fiscal Quarter thereafter	2.75 to 1.00

In the event the Credit Agreement is replaced, the Servicer shall maintain (i) Consolidated Leverage Ratios not more than, and (ii) Consolidated Interest Coverage Ratios no less than, in each case, the corresponding ratios set forth in such replacement facility (as amended), based on the same definitions used to calculate such ratios as are set forth in such replacement facility (as amended). If, at any time, the Servicer has not entered into such a replacement facility or such replacement facility does not contain corresponding ratios, the Servicer shall maintain the above Consolidated Leverage Ratios and the above Consolidated Interest Coverage Ratios required as if the Credit Agreement remained in full force and effect.

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(j) Final Distribution Date. The Servicer shall not amend, modify or otherwise extend the final Distribution Date in respect of the Equipment Loans beyond the date which is the ninth (9^th) anniversary of the Loan Conversion Date.

SECTION 3.08 Servicer’s Purchase of Loans or Payments in Respect of Receivables Upon Breach of Covenant. (a) Upon discovery by any of the Administrative Agent, the Issuer, the Transferor, the Servicer or any party under the Transfer and Servicing Agreements of a breach of any of the covenants set forth in Section 3.06 or Section 3.07(a), (b) or (c), the party discovering such breach shall give prompt written notice thereof to the other Persons set forth above. Unless such breach shall have been waived by the Administrative Agent (acting at the direction of the Required Noteholders) or cured in all material respects, the Servicer shall purchase from the Owner thereof any Loan affected by such breach by depositing the Administrative Purchase Payment in the Loan Collection Account by not later than the Determination Date immediately following the second Accounting Date after receipt of notice of such breach. It is understood and agreed that the obligation of the Servicer to purchase any Loan with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer for such breach available to the Transferor or any Interested Party so long as the cumulative sum of the then Principal Balance of all Loans shall not exceed 4% of the sum of the Loan Balances of all Loans sold to the Trust on or after the Closing Date. Should the Servicer’s cumulative repurchases exceed the 4% threshold described in the foregoing sentence, then the Transferor or any Interested Party shall be entitled to exercise any rights to which they are entitled pursuant to Section 9.02. Each of the Owner Trustee and the Indenture Trustee shall have no affirmative duty to conduct any investigation as to the occurrence of any event requiring the repurchase of any Loan pursuant to this Section 3.08.

(b) If on any Business Day, either of the following conditions shall apply:

(A) the Servicer shall have breached its covenants set forth in Section 4.03(a) (no impairment) with respect to any Receivable that was an Eligible Receivable on the Purchase Date on which it was transferred by the Originator to the Transferor; or

(B) the Servicer shall have breached its covenants set forth in Section 4.03(b) (limited modifications) with respect to any Receivable that was an Eligible Receivable on the Purchase Date on which it was transferred by the Originator to the Transferor;

then, in either such instance, the Issuer shall be entitled to a credit (such credit, a “Servicer Modification Credit”) in an amount equal to (i) in the case of clause (A) above, the Unpaid Balance on such Business Day of such non-conforming Receivable, and (ii) in the case of clause (B) above, the full amount of such reduction, setoff or cancellation in the Unpaid Balance of such Receivable (the applicable amount set forth in clause (i) or (ii), the “Servicer Modification Credit Amount”). On each Purchase Date with respect to Receivables and for so long as the Servicer is the sole owner of the Transferor, the Servicer Modification Credit Amount, if any, shall be reduced by the amount of the capital contributions made pursuant to Section 2.12(a)(ii) of the Purchase Agreement and not previously applied to the Servicer Modification Credit

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Amounts. The Servicer may, at its option, at any time prior to the Receivables Conversion Date elect to remedy the events described in clause (A) or (B) above by remitting to the Issuer cash in an amount equal to the unpaid Servicer Modification Credit Amount.

Notwithstanding the foregoing, the Servicer shall remit to the Issuer: (x) on the Receivables Conversion Date, cash in an amount equal to the sum of all then unpaid Servicer Modification Credit Amounts calculated as of the Receivables Conversion Date and (y) on each Business Day after the Receivables Conversion Date, cash in an amount equal to all unpaid Servicer Modification Credit Amounts that result from events or conditions that occur or exist (or are discovered) subsequent to the Receivables Conversion Date and with respect to which payment has not already been made pursuant to this sentence.

SECTION 3.09 Servicing Fees; Payment of Certain Expenses by Servicer. The Servicer is entitled to receive the Servicing Fee out of Collections (to the extent not waived by the Servicer) in respect of the Trust Estate as provided in Section 8.2 of the Indenture. Subject to any limitations on the Servicer’s liability hereunder or as otherwise specifically provided herein, the Servicer shall be required to pay from its own funds all expenses incurred by it in connection with its activities under this Agreement (including fees and disbursements of the Issuer, any trustees and independent accountants, taxes imposed on the Servicer, expenses incurred in connection with distributions and reports to the Beneficiaries and the Registered Owners, the fees of the Indenture Trustee, the Backup Servicer, the Custodian and the Lockbox Bank, and all other fees and expenses not expressly stated under this Agreement to be for the account of the Beneficiaries and the Registered Owners, but excluding federal, state and local income and franchise taxes, if any, of the Issuer, the Beneficiaries and the Registered Owners). Notwithstanding any of the foregoing, unless the Servicer has caused such loss through its gross negligence, willful misconduct or bad faith, the Issuer shall reimburse the Servicer for any amounts paid by the Servicer to a Lockbox Bank, the Custodian or the Backup Servicer (in its capacity as such) as a result of an indemnity owed to either such party by the Servicer pursuant to a Lockbox Agreement, the Custodial Agreement or the Backup Servicing Agreement, as applicable; provided that the Issuer shall be required to pay such reimbursement only to the extent that funds are released to the Issuer in accordance with the priority of payments in Section 8.2 of the Indenture.

SECTION 3.10 Servicer’s Certificate. Not later than 11:00 a.m. (New York City time) on each Determination Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the initial Noteholders, the Administrative Agent and the Rating Agencies a Servicer’s Certificate substantially in the form of Exhibit D with respect to the immediately preceding Monthly Period executed by the President or any of the Director, Financial Services, the Vice President/Chief Financial Officer or the Treasurer of the initial Servicer or by an appropriate officer of any successor Servicer (or, if such Servicer’s Certificate is delivered electronically, such Servicer’s Certificate shall be deemed for all purposes to have been certified by the Chief Financial Officer or similar officer), containing all information necessary to each such party for making the calculations, withdrawals, deposits, transfers and distributions required by Section 5.06 of this Agreement and Section 8.2 of the Indenture, all information required to be provided to Registered Owners, the Administrative Agent and the Noteholders under Section 5.08(a) and the net amount of Servicer Modification Credits. Loans to be purchased by the Servicer under Section 3.08 or to be repurchased by the Transferor or Originator under Section 2.12 or by ALS

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under the Purchase Agreement as of the last day of any Monthly Period shall be identified by Loan number (as set forth in the Schedule of Loans). With respect to any Loans for which the Transferor, the Originator or ALS becomes the Owner, the Servicer shall deliver to the Transferor, the Originator or ALS such accountings relating to such Loans and the actions of the Servicer with respect thereto as the Transferor, the Originator or ALS may reasonably request and at the expense of the requesting party.

SECTION 3.11 Application of Collections. For the purposes of this Agreement, as of each Accounting Date, all payments by, or on behalf of, an Obligor received during a Monthly Period with respect to a Loan shall be applied by the Servicer (i) first, to any unpaid Scheduled Payment for any prior Monthly Period with respect to such Loan, (ii) second, to the Scheduled Payment for such Monthly Period with respect to such Loan, (iii) third, to the payment of any late fees, rewrite charges, and other related fees with respect to such Loan and (iv) fourth, the remainder shall constitute, with respect to such Loan, a Prepayment of principal of the Loan.

SECTION 3.12 Power of Attorney. The Servicer (other than a successor Servicer) and the Originator each irrevocably constitute and appoint the Indenture Trustee, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Servicer or the Originator, as applicable, and in the name of the Servicer or the Originator, as applicable, or in its own name, for purposes of taking any and all appropriate action and executing any and all documents and instruments which may be necessary to accomplish either of the following:

(a) so long as an Event of Default, Rapid Amortization Event or Servicer Default has occurred and is continuing, at any time, for the purpose of carrying out the terms of this Agreement in the name of the Servicer or its own name, or otherwise, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instrument, general intangible or contract or with respect to any other collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Indenture Trustee or the Administrative Agent for the purpose of collecting any and all such monies due under any account, instrument, general intangible or contract with respect to the Trust Estate; and

(b) whether or not an Event of Default, Rapid Amortization Event or Servicer Default has occurred or is continuing, execute and deliver any and all agreements, instruments, documents and papers (including UCC financing statements) as the Indenture Trustee or the Administrative Agent may reasonably request to perfect the Indenture Trustee’s security interest in the Trust Estate (other than Exempt Collateral).

SECTION 3.13 Backup Servicer. The Servicer shall retain a backup servicer (the “Backup Servicer”) designated by the Required Noteholders, which is reasonably acceptable to the Servicer to be the Backup Servicer for the Equipment Loans and Receivables, who will agree to perform the services as may be agreed upon by the parties to the Backup Servicing Agreement pursuant to terms and conditions acceptable to the Required Noteholders; provided that for any backup servicer that is appointed other than Lyon, the Servicer shall retain a backup servicer designated by the Special Required Noteholders, which is reasonably acceptable to the Servicer to be the Backup Servicer for the Equipment Loans and Receivables, who will agree to perform the services as may be agreed upon by the parties to the Backup Servicing Agreement pursuant

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to the terms and conditions acceptable to the Special Required Noteholders. The initial Backup Servicer shall be Lyon and the Required Noteholders hereby agree that the terms and conditions of the Backup Servicing Agreement entered into on the date hereof with Lyon is acceptable. The Servicer shall on or prior to the time set forth in the Backup Servicing Agreement send such Backup Servicer the information required to be provided pursuant to the Backup Servicing Agreement. The fees and expenses of the Backup Servicer shall be paid by the Servicer from the Servicing Fee. To the extent the obligations of the Backup Servicer as Servicer under this Agreement shall be expressly modified pursuant to the provisions of its Backup Servicing Agreement, such provisions shall modify the obligations of the Backup Servicer as Servicer under this Agreement.

SECTION 3.14 Schedule of Loans. Servicer shall maintain the Schedule of Loans, showing all Loans owned by the Issuer and whether those Loans are Eligible Equipment Loans.

ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01 Designation of the Servicer. The servicing, administering and collection of the Receivables shall be conducted by the Person designated as the Servicer hereunder from time to time in accordance with this section. ALS is designated (and agrees to act) as the initial Servicer.

SECTION 4.02 Duties of the Servicer and Transferor.

(a) Duties of the Servicer in General. The Servicer shall service the Receivables and, subject to the terms and provisions of this Agreement, shall have full power and authority, acting alone or through any sub-servicer permitted hereunder, to do any and all things in connection with such servicing that it may deem necessary or appropriate. The Indenture Trustee shall execute and deliver to the Servicer any instruments or documents that are prepared by the Servicer and stated in an Officer’s Certificate to be, and shall furnish the Servicer with any documents in its possession, necessary or appropriate to enable the Servicer to carry out its servicing duties. The Servicer shall manage, service, administer and make Collections on the Receivables with reasonable care, using no less than that degree of skill and attention that the Servicer would exercise and apply if it owned such Receivables and consistent with the Receivables Credit and Collection Policy (collectively the “Receivables Servicing Standards”).

The Servicer shall take all such actions as the Servicer deems necessary or appropriate to collect each Receivable, all in accordance with applicable law and the Receivables Credit and Collection Policy.

Without limiting the generality of the foregoing and subject to the preceding paragraph and Article VIII, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Indenture Trustee on account of the occurrence of a Servicer Default, (i) to instruct Indenture Trustee to make withdrawals and payments from the Designated Accounts as set forth in this Agreement, (ii) to execute and deliver, on behalf of the Issuer for the benefit of the Beneficiaries, any and all instruments of satisfaction or cancellation,

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or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables, (iii) to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission, the Ontario Securities Commission and any state securities authority on behalf of the Issuer as may be necessary or appropriate to comply with any federal or state securities laws or reporting requirements or other laws or regulations, and (iv) to the extent permitted under, and in compliance with, the Receivables Credit and Collection Policy and all Applicable Law, to commence or settle collection proceedings with respect to the Receivables and otherwise to enforce the rights and interests of the Trust and the Registered Owners and the Beneficiaries in, to and under the Receivables. If in any proceeding it is held that the Servicer may not enforce a Receivable on the grounds that it is not a real party in interest or a holder entitled to enforce the Receivable, the applicable Trustee shall, at the Servicer’s specific written direction and expense, take such steps as shall be reasonably required to enforce the Receivable, including bringing suit in the name of such Person.

(b) Identification and Transfer of Collections. The Servicer shall direct the Lockbox Bank to transfer Collections of Receivables that consist of cash or cash equivalents to be deposited into the Collection Account pursuant to the terms and provisions of the Basic Documents.

(c) [Reserved]

(d) Documents and Records. At any time when ALS is not Servicer, ALER, to the extent that it is entitled to do so under the Purchase Agreement, shall, upon the request of the then-acting Servicer, cause the applicable Transferor to deliver to Servicer, and Servicer shall hold in trust for ALER and Indenture Trustee in accordance with their respective interests, all records that evidence or relate to the Receivables originated by such Transferor and the contracts related to the Receivables, or that are otherwise necessary or desirable to collect the Receivables of the applicable Transferor, and Servicer shall make the same available to the Indenture Trustee at one or more places selected by Trustee or its designee.

(e) Identification of Eligible Receivables. The initial Servicer will include in each Servicer’s Certificate and Borrowing Base Certificate information that shows whether, and to what extent, the Receivables described in such Servicer’s Certificate and Borrowing Base Certificate, as the case may be, are Eligible Receivables.

(f) Authorization to Act as Issuer’s Agent. Without limiting the generality of subsection (a), with respect to the Receivables, the Issuer hereby appoints the Servicer as its agent for the following purposes: (i) specifying deposit accounts to which payments to the Issuer are to be made, (ii) making transfers among, and deposits to and withdrawals from, all deposit accounts of the Issuer for the purposes described in the Basic Documents, and (iii) arranging payment by the Issuer of all fees, expenses and other amounts payable by the Issuer pursuant to the Basic Documents. The Issuer irrevocably agrees that (i) it shall be bound by all actions taken by the Servicer pursuant to the preceding sentence, and (ii) Indenture Trustee and the banks holding all deposit accounts of the Issuer are entitled to accept submissions, determinations, selections, specifications, transfers, deposits and withdrawal requests, and payments from the Servicer on behalf of the Issuer.

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(g) Schedule of Receivables. Servicer shall maintain the Schedule of Receivables, showing all Receivables owned by the Issuer and whether those Receivables are Eligible Receivables.

SECTION 4.03 Covenants of the Servicer. The Servicer hereby makes the following covenants on which the Issuer, the Administrative Agent, the Indenture Trustee and the Noteholders are relying in connection with the Issuer acquiring the Receivables hereunder and issuing the Securities under the Basic Documents. The Servicer covenants that from and after the Closing Date:

(a) No Impairment. The Servicer shall not impair the rights of the Issuer or any Interested Party in and to any Receivable and shall take no action with respect to a Receivable which at the time the Servicer reasonably believes would be contrary to the maximization of the ultimate payment of such Receivable.

(b) Limited Modifications. Except (i) on account of Dilution or (ii) as is accounted for pursuant to clause (m) of the term “Excess Receivables Concentration Amount,” the Servicer shall not amend, modify or waive the terms of any Receivable.

SECTION 4.04 Application of Collections. For the purposes of this Agreement, as of each Accounting Date, unless the Obligor shall have otherwise specified pursuant to specific instructions, all payments received from, or on behalf of, an Obligor during a Monthly Period with respect to a Receivable shall be applied by the Servicer (i) first, to any unpaid payment for any prior Monthly Period with respect to such Receivable, (ii) second, to the current payment for such Monthly Period with respect to such Receivable and (iii) third, to the payment of any late fees, and other related fees with respect to such Receivable.

ARTICLE V

SERVICER’S COVENANTS; DISTRIBUTIONS;

STATEMENTS TO BENEFICIARIES

SECTION 5.01 Annual Statement as to Compliance: Notice of Servicer Default.

(a) The Servicer shall deliver to each Trustee and the Administrative Agent (with a copy to the Noteholders), on or before April 15 of each year, beginning April 15, 2010, an officer’s certificate signed by an Executive Officer of the initial Servicer (or by an appropriate officer of any successor Servicer), dated as of the immediately preceding December 31, stating that (i) a review of the activities of the Servicer during the preceding twelve (12) month period (or, with respect to the first such certificate, such period as shall have elapsed from the Closing Date to December 31, 2009) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled its obligations under this Agreement in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Noteholder or any Registered Owner by a request in writing to the Issuer addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, respectively.

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(b) The Servicer shall deliver to each Trustee, the Administrative Agent and the Rating Agencies (with a copy to the Noteholders), promptly after having obtained knowledge thereof, but in no event later than (2) two Business Days thereafter, written notice in an officer’s certificate signed by an Executive Officer of the Servicer of any Servicer Default or event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 9.01. Such notice shall describe the nature and period of existence of such event and the action, if any, the Servicer is taking or proposes to take with respect thereto.

SECTION 5.02 Annual Independent Accountants’ Report.

(a) The Servicer shall, at its own expense, cause a firm of independent accountants, who may also render other services to the Servicer or the Transferor, to deliver to each Trustee, the Administrative Agent and the Rating Agencies (with a copy to the Noteholders), on or before April 15 of each year, beginning April 15, 2010, with respect to the twelve (12) months ended on the immediately preceding December 31 (or, with respect to the first such report, such period as shall have elapsed from the Closing Date to December 31, 2009), a report (the “Accountants’ Report”) addressed to the board of directors of the Servicer and to each Trustee and the Administrative Agent, to the effect that such firm has reviewed the Servicer’s performance of its obligations under this Agreement and issued its report thereon and that (A) such Accountants’ Report was made in accordance with generally accepted auditing standards, (B) such Accountants’ Report included tests relating to Loans and the Receivables serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers (the “Program”), to the extent the procedures in the Program are applicable to the servicing obligations set forth in this Agreement, (C) such Accountant’s Report included the results of the procedures set forth on Exhibit G (which procedures, (i) prior to the occurrence of a Rapid Amortization Event or an Event of Default, shall be subject to the Administrative Agent’s and each Noteholder’s review and right to expand or modify such procedures so long as such expansion or modification does not result in a material increase in accounting cost to ALS, unless ALS shall consent thereto (such consent not to be unreasonably withheld), and (ii) following the occurrence of a Rapid Amortization Event or an Event of Default, shall be subject to the Administrative Agent’s and each Noteholder’s review and right to expand or modify such procedures as the Administrative and the Noteholders deem appropriate in their reasonable discretion) and (D) except as described in the Accountants’ Report, disclosed no exceptions or errors in the records relating to equipment notes or receivables serviced for others that, in the firm’s opinion, paragraph four of the Program requires such firm to report.

(b) The Accountants’ Report shall also indicate that the firm is independent of the Transferor, the Servicer and ALH within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

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(c) For so long as ALS or any of its Affiliates is the Servicer, Servicer shall deliver to the Indenture Trustee and the Agents:

(i) as soon as publicly available and in any event by the Reporting Date after the end of each of the first three (3) quarterly fiscal periods of each fiscal year of ALH, the unaudited consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of an Authorized Officer of ALH, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations ALH and its Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal fiscal year-end audit adjustments and the omission of footnotes);

(ii) as soon as publicly available and in any event by the Reporting Date after the end of each fiscal year of ALH, the consolidated balance sheet of ALH and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statement of income and cash flows for ALH and its consolidated Subsidiaries for such year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of ALH and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; and

(iii) promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to or from, the Securities and Exchange Commission (or the Ontario Securities Commission, as applicable) or any national securities exchange, or any successor agency, and copies of all proxy statements, and material notices, if any, and reports (including compliance certificates and financial reports) as ALH or any of its Subsidiaries shall send to its equity holders generally or to a holder of any indenture, note or other indebtedness owed by ALH or any of its Subsidiaries.

(d) Each of the Servicer and the Transferor will furnish to the Issuer and the Agents such other information (including non-financial information and information regarding the financial condition, operations or business of ALH) as such Persons (or any of their respective assignees) may from time to time reasonably request. Each of the Servicer and the Transferor will furnish to the Backup Servicer such other information relating to the Conveyed Assets or the performance of the Backup Servicer’s obligations under the Basic Documents, as the Backup Servicer may from time to time reasonably request.

SECTION 5.03 Access to Certain Documentation and Information Regarding Loans and Receivables.

(a) The Servicer shall provide to the Agents, initial Noteholders (so long as they are Noteholders), the Issuer, the Indenture Trustee and each of their respective representatives, attorneys and accountants access (as described below) to the documentation regarding the Loans and Receivables as described below. The Servicer shall provide such access to any other Noteholder only in such cases where a Noteholder is required by applicable statutes or regulations to review such documentation, and then, if permitted by law, only upon receipt by it

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of a confidentiality agreement reasonably acceptable to it and such Noteholder restricting the Noteholder’s use of any proprietary information of the Servicer made available to the Noteholder in connection with such review. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Servicer designated by the Servicer. The failure of the Servicer to provide access as provided in this Section 5.03, because the Servicer reasonably believes access would violate applicable law with respect to disclosure shall not constitute a breach of this Section 5.03.

(b) At all times during the term hereof, the Servicer shall maintain electronic facilities which allow the Loan Schedule and a reconciliation of the Loan Schedule to the list of Initial Loans to be generated in a readable form which can be accessed by the Issuer, the Indenture Trustee, the Backup Servicer and each of their respective representatives, attorneys or accountants (it being agreed that information in ASCII or Excel are acceptable forms).

(c) The Servicer shall maintain and implement administrative and operating procedures (including an ability to generate duplicates of Records evidencing Receivables in the event of the destruction of the originals thereof), and shall keep and maintain all documents, books, records and other information that the Servicer deems reasonably necessary for the collection of all Receivables.

SECTION 5.04 Amendments to Loans and to Schedule of Loans. If the Servicer, during a Monthly Period, assigns to a Loan an account number that differs from the account number previously identifying such Loan on the Schedule of Loans, the Servicer shall deliver to the Transferor, the Backup Servicer, the Administrative Agent and each Trustee on or before the Distribution Date related to such Monthly Period an amendment to the Schedule of Loans to report the newly assigned account number. Each such amendment shall list all new account numbers assigned to Loans during such Monthly Period and shall show by cross reference the prior account numbers identifying such Loans on the Schedule of Loans. The Servicer shall amend the Schedule of Loans, as appropriate, to reflect (x) the removal of repaid Loans, substituted Loans, Administrative Loans, Warranty Loans, Defaulted Equipment Loans and Loans which have been liquidated in accordance with the Loan Servicing Standards and (y) the addition of Loans and shall deliver an updated Schedule of Loans to the Administrative Agent, the Backup Servicer, the Transferor and each Trustee on each Distribution Date.

SECTION 5.05 Assignment of Administrative Loans, Warranty Loans. Upon deposit into the Loan Collection Account of an Administrative Purchase Payment or a Warranty Payment with respect to an Administrative Loan or Warranty Loan, respectively, or upon the substitution of a Substitute Loan for a Warranty Loan and provided that such purchase or substitution of a Loan shall otherwise have been made in full compliance with the provisions of the Basic Documents, each Trustee shall assign, without recourse, representation or warranty, to the Servicer or the Warranty Purchaser, as applicable, all of such Person’s right, title and interest in, to and under, with respect to the Administrative Loan or Warranty Loan, (i) such Administrative Loan or Warranty Loan and all monies due thereon, (ii) the security interests in the related collateral, (iii) amounts held on deposit in the Designated Accounts or the Loan Lockbox Account with respect to such Loan and not applied to the Loan Balance as of the applicable Accounting Date, if any, (iv) Proceeds from any Insurance Policies with respect to the collateral securing such Loan or any Guaranties of such Loan received after the applicable

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Accounting Date, if any, and (v) the rights of such Person under the Purchase Agreement with respect to such Loan, such assignment being an assignment outright and not for security. Upon the assignment of such Loan described in the preceding sentence, the Servicer, the Warranty Purchaser or the Transferor, as applicable, shall own such Loan and all such security and documents, free of any further obligations to the Indenture Trustee or the Beneficiaries and the Certificateholders with respect thereto.

SECTION 5.06 Distributions. On or before each Determination Date, with respect to the preceding Monthly Period and the related Distribution Date, the Servicer shall calculate each of the amounts required to be distributed or drawn from the Reserve Account, the Equipment Loan Collection Account and/or the Receivables Collection Account (including the Carrying Cost Reserve), as applicable, on the next succeeding Distribution Date.

SECTION 5.07 No Set-off. ALS shall not be permitted to offset against any Collections any amounts owed to ALS by the Issuer or the Transferor.

SECTION 5.08 Reporting.

(a) On each Distribution Date, the Owner Trustee shall include with each distribution to each Registered Owner, and the Indenture Trustee shall include with each distribution to each Noteholder, a copy of the Servicer’s Certificate furnished pursuant to Section 3.10.

(b) Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of this Agreement, the Servicer shall prepare and execute and the Indenture Trustee and the Owner Trustee shall mail to each Person who at any time during such calendar year shall have been a holder of Notes or Certificates, respectively, and received any payments thereon, a statement prepared and supplied by the Servicer containing the sum of the amount of interest and principal paid to such Person for such calendar year or, if such Person shall have been a Securityholder during a portion of such calendar year and received any payments thereon, for the applicable portion of such year, for the purposes of such Securityholder’s preparation of federal income tax returns.

SECTION 5.09 Information Provided to Rating Agencies. In addition to receiving any information or documents required to be delivered to any Rating Agency pursuant to any Basic Document, each Rating Agency and the Administrative Agent may request in writing to the Servicer, and the Servicer shall deliver, reasonable additional information necessary to the Rating Agencies and the Administrative Agent to monitor the Notes. Promptly, but in no event later than two (2) Business Days, after obtaining knowledge of an Insolvency Event with respect to the Servicer, the Transferor or the Trust, the Servicer shall deliver to each of the Rating Agencies and the Administrative Agent notice of such Insolvency Event.

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ARTICLE VI

LOCKBOXES, ACCOUNTS; COLLECTIONS, DEPOSITS AND

INVESTMENTS; ADVANCES

SECTION 6.01 Loan Lockbox Account.

(a) The Servicer, for the benefit of the Beneficiaries shall establish and maintain in the name of the Indenture Trustee and under the Indenture Trustee’s sole dominion and control an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2009-A Loan Lockbox Account (the “Loan Lockbox Account”) bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee on behalf of the Beneficiaries.

(b) Prior to the date on which any Loan is transferred to the Trust, the Servicer shall direct each of the Obligors under such Loan to make all Scheduled Payments and other payments under such Loan or otherwise in connection with the Trust Estate, including any and all payments of late fees, directly to the Loan Lockbox Account in the name of the Indenture Trustee. In the event that any Servicer resigns or is replaced, then, if the place for payment of amounts owing by an Obligor with respect to any Loan is changed, the successor Servicer shall give each related Obligor prompt written notice of its appointment and the revised address to which such Obligor should make payment to each such Loan.

(c) The Servicer shall at all times direct each obligor which is not an Obligor of Loans held by the Issuer, to make all payments to an address other than the Loan Lockbox. So long as no Servicer Default is continuing, the Servicer is hereby expressly authorized and empowered to request that the Indenture Trustee return to it from the Loan Collection Account any payment received and deposited into the Loan Collection Account which is not a payment with respect to the Loans, the Receivables or the Trust Estate. The Servicer shall certify in writing to the Indenture Trustee that such request is pursuant to this Section 6.01(c) and such request shall be accompanied by appropriate documentation in form and substance satisfactory to the Indenture Trustee. Any amounts deposited into the Loan Lockbox Account shall not be removed by the Servicer.

(d) The Servicer and the Indenture Trustee shall direct the Lockbox Bank to transfer by wire transfer of immediately available funds on each Business Day all available amounts in the Loan Lockbox Account to the Loan Collection Account. The Servicer’s Certificate shall specify the amounts transferred into the Loan Collection Account with respect to the immediately preceding Monthly Period.

(e) The parties hereto agree that, in the event (i) none of ALS, an affiliate of ALS or a successor to ALS pursuant to Section 8.02 is the Servicer or (ii) any Rating Agency has indicated that maintenance of the Lockboxes or the Lockbox Accounts with the then current Lockbox Bank could result in a downgrading of the Notes, the Servicer shall, at the request of the Administrative Agent, designate a new Lockbox Bank acceptable to the Administrative Agent and shall promptly thereafter (A) establish new Lockboxes and Lockbox Accounts in the name and under the sole dominion and control of the Indenture Trustee with such new Lockbox Bank, (B) instruct all Obligors to make payments under the Loans or otherwise in connection with the Trust Estate directly to such new Loan Lockbox, and (iii) enter into a Lockbox Agreement with such new Lockbox Bank satisfactory to the Administrative Agent. In such event, the Indenture Trustee shall promptly send a termination notice to the existing Lockbox Bank to terminate the Lockbox Agreement with the existing Lockbox Bank following receipt of an instruction to such effect from the Administrative Agent.

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SECTION 6.02 Receivables Lockbox Accounts.

(a) The Servicer, for the benefit of the Beneficiaries shall establish and maintain in the name of the Indenture Trustee under the Indenture Trustee’s sole dominion and control (i) with respect to the Domestic Receivables, an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2009-A Domestic Receivables Lockbox Account (the “Domestic Receivables Lockbox Account”) and (ii) with respect to the Foreign Receivables, an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2009-A Foreign Receivables Lockbox Account (the “Foreign Receivables Lockbox Account”), each Receivables Lockbox Account bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee on behalf of the Beneficiaries.

(b) Prior to the date on which any Receivable is transferred to the Trust, the Servicer shall direct each of the Obligors under such Receivable to make all payments under such Receivable or otherwise in connection with the Trust Estate, including any and all payments of late fees, directly to the Receivables Lockboxes in the name of the Indenture Trustee. In the event that any Servicer resigns or is replaced, then if the place for payment pursuant to any Receivable is changed, the successor Servicer shall give each related Obligor prompt written notice of its appointment and the address, if not the Receivables Lockboxes, to which such Obligor should make payments to each such Receivable.

(c) So long as no Servicer Default is continuing, the Servicer is hereby expressly authorized and empowered to request the Indenture Trustee to return to it from the Receivables Collection Account any payment received and deposited into the Receivables Collection Account which is not a payment with respect to the Receivables, the Loans or the Trust Estate. The Servicer shall certify in writing to the Indenture Trustee that such withdrawal is pursuant to this Section 6.02(c) and such request shall be accompanied by appropriate documentation in form and substance satisfactory to the Indenture Trustee. Any amounts transferred into the Receivables Lockbox Account shall not be removed by the Servicer.

(d) The Servicer and the Indenture Trustee shall direct the Lockbox Bank to transfer by wire transfer of immediately available funds all available amounts on each Business Day in the Receivables Lockbox Accounts to the Receivables Collection Account. The Servicer’s Certificate shall specify the amounts transferred into the Receivables Collection Account with respect to the immediately preceding Monthly Period.

SECTION 6.03 Loan Collection Account.

(a) Prior to the Closing Date, the Servicer, for the benefit of the Beneficiaries shall establish and maintain in the name of the Indenture Trustee and under the Indenture Trustee’s sole dominion and control an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2009-A Loan Collection Account (the “Loan Collection Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Beneficiaries.

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(b) On each Distribution Date, the Indenture Trustee shall withdraw funds from the Loan Collection Account in the amounts specified in the Indenture and make the distributions required by Section 8.2 of the Indenture.

SECTION 6.04 Receivables Collection Account.

(a) Prior to the Closing Date, the Servicer, for the benefit of the Beneficiaries, shall establish and maintain in the name of the Indenture Trustee and under the Indenture Trustee’s sole dominion and control an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2009-A Receivables Collection Account (the “Receivables Collection Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Beneficiaries.

(b) On each Business Day, the Indenture Trustee, at the direction of the Servicer, shall confirm the amount of funds collected on the Receivables in the Receivables Collection Account. On the Closing Date and, prior to the occurrence of a Rapid Amortization Event or Event of Default (unless at such time there are no outstanding amounts owed in respect of principal of, interest on or fees or other indemnities in respect of the Receivables Notes), (i) on each Receivables Borrowing Date thereafter after giving effect to any Advances on such Receivables Borrowing Date, and (ii) in the Servicer’s Certificate for each Distribution Date, the Servicer shall calculate and report the Purchasers’ Interest and the Transferor’s Interest and such calculations shall remain in effect until the earliest to occur of (x) the next Receivables Borrowing Date, (y) the delivery of the next Servicer’s Certificate for the applicable Distribution Date or (z) the occurrence of a Rapid Amortization Event or an Event of Default. So long as a Rapid Amortization Event or an Event of Default has occurred and is continuing, the Purchasers’ Interest shall be 100% and the Transferor’s Interest shall be 0%. Funds allocated to the Purchasers’ Interest and the Transferor’s Interest shall be deposited into the Receivables Collection Account and applied pursuant to Section 6.04(d).

(c) [Reserved]

(d) On each Business Day, an amount equal to the Daily Carrying Costs for such Business Day will be retained in the Receivables Collection Account, funded from that portion of Collections received in the Receivables Collection Account on such Business Day. On each Business Day, the excess of (x) the amount then on deposit in the Receivables Collection Account over (y) the Daily Carrying Costs will be distributed by the Indenture Trustee in accordance with Section 8.2(e) of the Indenture. On each Distribution Date, the Indenture Trustee shall withdraw funds that have been retained in the Receivables Collection Account in accordance with the preceding sentences of this Section 6.04(d) (the total amount of such funds on deposit in the Receivables Collection Account as of any given date, the “Carrying Cost Reserve”), in the amounts specified in the Indenture and make the distributions required by Section 8.2(f) of the Indenture. Notwithstanding the foregoing, at such time after the Receivables Conversion Date as there are no outstanding amounts owed in respect of principal of, interest on or fees or other indemnities in respect of the Receivables Notes and no Rapid Amortization or Event of Default has occurred which is continuing, all amounts on deposit in the Receivables Collection Account shall be distributed by the Indenture Trustee as required by Clause (2) of Section 8.2(e)(i) of the Indenture.

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(e) Following notification from the Lockbox Bank that an item received therein has been returned or is uncollected and that the Lockbox Bank has not been otherwise reimbursed pursuant to the terms of the Lockbox Agreement for any such amounts, the Servicer shall instruct Indenture Trustee in writing to, and the Indenture Trustee shall turn over to such Lockbox Bank, funds in such amount from funds then on deposit in the Receivables Collection Account.

SECTION 6.05 Reserve Account.

(a) Prior to the Closing Date, the Servicer, for the benefit of the Beneficiaries, shall establish and maintain in the name of the Indenture Trustee and subject to the sole dominion and control of the Indenture Trustee an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2009-A Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein (including any required Ineligible Cap Reserve) pursuant to this Section 6.05 and Section 8.2 of the Indenture. On the Closing Date, the Transferor shall deposit into the Reserve Account funds in an amount equal to three million two hundred thirty five thousand nine hundred thirteen dollars and thirty four cents ($3,235,913.34).

(b) If on any Distribution Date the amount on deposit in the Reserve Account (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Reserve Account Required Amount for such Distribution Date, the Servicer shall instruct the Indenture Trustee to deposit such excess into the corresponding Collection Accounts and shall be deemed Available Amounts at the times and in the amounts determined under the Indenture.

SECTION 6.06 Transfers Between Accounts.

So long as no Servicer Default is continuing, the Servicer is hereby expressly authorized and empowered to direct the Indenture Trustee to transfer funds between the Collection Accounts to the extent of funds deposited in such accounts in error and such direction shall be accompanied by appropriate documentation in form and substance satisfactory to the Indenture Trustee.

SECTION 6.07 The Designated Accounts; Control of Designated Accounts.

(a) Each of the Designated Accounts shall be initially established with the Indenture Trustee and shall be maintained with the Indenture Trustee and shall be under its sole dominion and control so long as (A) the short-term unsecured debt obligations of the Indenture Trustee have the Required Deposit Rating or (B) each of the Designated Accounts are maintained in the corporate trust department of the Indenture Trustee. All amounts held in such accounts (including amounts which the Servicer is required to remit daily to the Collection Accounts pursuant to Section 6.08) shall, to the extent permitted by applicable laws, rules and regulations, be invested, at the written direction of the Servicer, by such bank or trust company in Eligible Investments. Such written direction shall constitute certification by the Servicer that any such investment is authorized by this Section 6.07. Funds deposited in the Loan Collection Account, the Receivables Collection Account and Reserve Account shall be invested in Eligible Investments that mature prior to the next Distribution Date except, and then only to the extent, as shall be otherwise permitted by the Required Noteholders. Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not

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be sold or disposed of prior to their maturity. Should the short-term unsecured debt obligations of the Indenture Trustee (or any other bank or trust company with which the Designated Accounts are maintained) no longer have the Required Deposit Rating, then the Servicer shall within twenty (20) Business Days (or such longer period as to which the Administrative Agent (acting at the direction of the Required Noteholders) shall consent), with the Indenture Trustee’s assistance as necessary, cause the Designated Accounts (A) to be moved to a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating and which is otherwise acceptable to the Administrative Agent (acting at the direction of the Required Noteholders), or (B) to be moved to the corporate trust department of the Indenture Trustee.

(b) Each of the Lockbox Accounts shall at all times be subject to the respective Lockbox Agreement, and each of the Loan Collection Account, Receivables Collection Account and the Reserve Account shall at all times be subject to a control agreement (the “Control Agreement”) substantially in the form of Exhibit E.

SECTION 6.08 Collections. Notwithstanding the Servicer’s notice to each Obligor pursuant to Section 6.02(b), the Servicer shall remit or shall cause to be remitted to the Lockbox Accounts, the Loan Collection Account or the Receivables Collection Account, as applicable, within two (2) Business Days after receipt all payments by, or on behalf of, the Obligors on the Loans or the Receivables, including all Insurance Proceeds, Liquidation Proceeds and Proceeds from any Guaranties, that were received directly by the Servicer, the Issuer or any of their respective Affiliates; provided, however, that up to Three Hundred Thousand Dollars ($300,000) of such payments and Proceeds deposited to a lockbox account associated with another financing facility in a calendar month may be remitted to the appropriate Collection Account on a later date which is no later than the last day of the calendar month in which they were received. Until such amounts are so remitted, the Servicer shall (or shall cause such recipient to) segregate such payments and hold such payments in trust for Indenture Trustee. Based upon the amounts set forth in the Servicer’s Certificate or the daily report of the Indenture Trustee delivered pursuant to Section 7.3 of the Indenture, as the case may be, the Servicer shall direct the Indenture Trustee to distribute the Available Amounts in the appropriate Collection Accounts (and the Reserve Account, if applicable) according to the priority of payments set forth in Section 8.2 of the Indenture.

SECTION 6.09 Investment Earnings. Investment Earnings on the Designated Accounts and any available Investment Earnings on the Lockbox Accounts shall be deposited in the corresponding Collection Accounts and shall be deemed to be Available Amounts.

SECTION 6.10 Servicer Advances. As of each Accounting Date, if the payments during the related Monthly Period by or on behalf of the Obligor on a Loan (other than an Administrative Loan, a Warranty Loan or a Defaulted Equipment Loan) after application under Section 3.11 shall be less than the Scheduled Payment then the Servicer shall, if in its sole discretion it deems the shortfall recoverable, advance from its own funds any such shortfall (such amounts, a “Servicer Advance”). In addition, the Servicer shall be required to advance the amount of any fees paid to the Lockbox Banks by setoff against amounts in the Lockbox Accounts pursuant to the Lockbox Agreements. The Servicer shall receive Servicer Advance Reimbursement Amounts pursuant to Section 8.2 of the Indenture.

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SECTION 6.11 Additional Deposits. Servicer Advances pursuant to Section 6.10 and the Proceeds of Administrative Purchase Payments and the Warranty Payments with respect to Administrative Loans and Warranty Loans, respectively, shall be deposited into the Collection Accounts. All such deposits with respect to a Monthly Period shall be made in immediately available funds one (1) Business Day prior to the Distribution Date related to such Monthly Period.

SECTION 6.12 Yield Supplement Account.

(a) Prior to the first Distribution Date, the Servicer, for the benefit of the Beneficiaries, shall establish and maintain in the name of the Indenture Trustee and subject to the sole dominion and control of the Indenture Trustee an Eligible Deposit Account known as the Alliance Laundry Equipment Receivables Trust 2009-A Yield Supplement Account (the “Yield Supplement Account”) to include the money and other property deposited and held therein pursuant to this Section 6.12 and Section 8.2 of the Indenture. On the first Distribution Date, the Transferor shall deposit into the Yield Supplement Account funds in an amount determined under Section 8.2 of the Indenture.

(b) If on any Distribution Date the amount on deposit in the Yield Supplement Account (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Yield Supplement Required Amount for such Distribution Date, the Servicer shall instruct the Indenture Trustee to deposit such excess into the corresponding Collection Accounts and shall be deemed Available Amounts at the times and in the amounts determined under the Indenture.

ARTICLE VII

REPRESENTATIONS AND

WARRANTIES OF THE TRANSFEROR,

ORIGINATOR, SELLER, ISSUER AND THE SERVICER

SECTION 7.01 Representations and Warranties of the Transferor, Originator, Seller, Issuer and the Servicer. The Transferor, the Originator, the Issuer and the Servicer, in its capacity as such, each makes the following representations and warranties as to itself on which the Issuer is relying in acquiring the Loans and Receivables hereunder and issuing the Securities under the other Transfer and Servicing Agreements and for the benefit of the Indenture Trustee, the Agents and the Noteholders. The following representations and warranties are made severally by each of the Transferor, the Originator, the Servicer and the Issuer (for purposes of this Section 7.01, each, a “Party”) and, unless otherwise specified, are made as of the Closing Date and each Purchase Date (in each case with respect to the Second Tier Purchased Assets, to such assets acquired on such date) but shall survive the sale, transfer and assignment of the Loans to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture, until the Indenture is terminated in accordance with its terms; provided that to the extent such representations and warranties relate to the Receivables and the Related Assets with respect thereto, such representations and warranties shall survive only until the Receivables Payoff Date.

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(a) Representations and Warranties as to each Party.

(i) Organization and Good Standing. Such Party has been duly organized and is validly existing as a limited liability company (with respect to the Issuer, a Delaware statutory trust) in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right (A) in the case of the Transferor, to acquire, own and sell the Loans and Receivables and (B) in the case of the Servicer, to service the Loans and Receivables as provided in this Agreement.

(ii) Due Qualification. Such Party is duly qualified to do business as a foreign limited liability company (with respect to the Issuer, a foreign statutory trust) in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, in the case of the Servicer, the servicing of the Loans and Receivables as required by this Agreement) requires or shall require such qualification.

(iii) Power and Authority. Such Party (A) has the power and authority to execute and deliver the Basic Documents to which it is a party (as used in this Section 7.01(a), the “applicable Basic Documents”) and to carry out the respective terms of such agreements, (B) in the case of the Transferor, has the power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer as part of the Owner Trust Estate and has duly authorized such sale and assignment to the Issuer by all necessary limited liability company action, and (C) in the case of the Originator, has the power and authority to sell and assign the property to be sold and assigned to the Transferor and has duly authorized such sale and assignment to the Transferor by all necessary limited liability company action; and the execution, delivery and performance by such Party of the applicable Basic Documents have been duly authorized by such Party by all necessary limited liability company (with respect to the Issuer, statutory trust) action.

(iv) Binding Obligations. The applicable Basic Documents, when duly executed and delivered, shall constitute a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(v) No Violation. The consummation by such Party of the transactions contemplated by the applicable Basic Documents and the fulfillment of the terms of such agreements by such Party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement (with respect to the Issuer, trust agreement) of such Party, or any indenture, agreement or other instrument to which such Party is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, other than the applicable Basic Documents, or violate any law or, to such Party’s

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knowledge, any order, rule or regulation applicable to such Party of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over such Party or any of its properties.

(vi) No Proceedings. There are no proceedings or, investigations pending or, to such Party’s knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over such Party or its properties (i) asserting the invalidity of the applicable Basic Documents, any Securities issued pursuant thereto and, in the case of the Transferor, the Custodial Agreement or the Administration Agreement, (ii) seeking to prevent the issuance of such Securities or the consummation of any of the transactions contemplated by the applicable Basic Documents, or (iii) seeking any determination or ruling that might materially and adversely affect the performance by such Party of its obligations under, or the validity or enforceability of, such Securities, under the applicable Basic Documents.

(vii) Consents and Approvals. No consent or authorization of, filing with, notice to or other act by or in respect of any Governmental Authority or any other Person is required in connection with the transactions contemplated hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Basic Documents except as to such consents which have already been obtained prior to the Closing Date and filings necessary to perfect the security interests of the Indenture Trustee in the Trust Estate.

(b) Representations and Warranties of the Transferor and Issuer Only.

(i) Good Title. No Loan or Receivable has been sold, transferred, assigned or pledged by the Transferor to any Person other than the Issuer; immediately prior to the conveyance of the Loans or Receivables pursuant to this Agreement the Transferor had good and marketable (provided that the Transferor makes no representation as to the existence of a willing buyer of such Loans or Receivables) title thereto, free of any Lien; and, upon execution and delivery of this Agreement by the Transferor, the Issuer shall have all of the right, title and interest of the Transferor in, to and under the Purchased Property transferred thereby free of any Lien.

(ii) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Issuer a first priority perfected security or ownership interest in the Trust Estate (other than Exempt Collateral) shall have been made.

(iii) Valid Transfer. This Agreement constitutes a valid transfer and assignment of the Purchased Property transferred thereby, enforceable against creditors of the Transferor.

(iv) Financial Condition. Each of the Transferor and Issuer is solvent and able to pay its debts when due, and is not the subject of any case or proceeding, domestic or foreign, relating to bankruptcy, insolvency, reorganization, arrangement, adjustment of debts, winding-up, liquidation, dissolution, composition, receivership, trusteeship, custodianship, or any other proceeding regarding relief of debtors or enforcement of

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creditors’ rights. Neither the Transferor nor the Issuer shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing cases or proceedings. Neither the Transferor nor the Issuer is a defendant in any case, proceeding or other action seeking issuance of a writ or warrant of attachment, execution, distraint or similar process against all or any part of its assets.

(v) Place of Business. The principal places of business and chief executive office of the Transferor and Issuer and the offices where Transferor keeps all of its Loan Files (other than any Collateral Documents held by the Custodian) and Receivables Files is located at Shepard Street, Ripon, WI 54971-0990.

(vi) Absence of Event. No event has occurred which materially and adversely affects the Transferor’s operations or its ability to perform its obligations under the Basic Documents to which it is a party.

(vii) UCC Information. The information set forth on Schedule 7.01 is true, correct and complete in all material respects.

(viii) Security Interest Representations.

(1) In the event that the transfer of the Second Tier Purchased Assets pursuant to the terms of this Agreement is held not to constitute a “true sale” or “true contribution,” this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Second Tier Purchased Assets in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Transferor;

(2) The Receivables constitute “accounts” within the meaning of the applicable UCC. The Equipment Loans constitute “tangible chattel paper” within the meaning of the applicable UCC. The Equipment Notes constitute “instruments” within the meaning of the applicable UCC. The rights of the Transferor under the Purchase Agreement are “general intangibles” under the applicable UCC.

(3) Immediately prior to the conveyance of the Second Tier Purchased Assets set forth in this Agreement, the Transferor was the sole owner of such Second Tier Purchased Assets and owned and had good and marketable title to the Second Tier Purchased Assets, free and clear of any Lien, claim or encumbrance of any Person (whether senior, junior or pari passu) other than Permitted Adverse Claims; provided, however, that the Transferor makes no representation regarding the availability of a willing buyer for the Second Tier Purchased Assets;

(4) The Transferor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Second Tier Purchased Assets granted to the Issuer and assigned to

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the Indenture Trustee. All financing statements filed against the Transferor in favor of the Issuer in connection herewith describing the Second Tier Purchased Assets contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement except in favor of the Indenture Trustee will violate the rights of the Issuer and the Indenture Trustee”;

(5) Other than the security interest granted to the Issuer pursuant to this Agreement and assigned to the Indenture Trustee, the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Second Tier Purchased Assets except as permitted hereby. The Transferor has not authorized the filing of, and is not aware of, any financing statements or documents of similar import against the Transferor that include a description of collateral covering the Second Tier Purchased Assets other than any financing statement or document of similar import (i) relating to the security interest granted to the Issuer and assigned to the Indenture Trustee or (ii) that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor;

(6) The Transferor has received a written acknowledgement from the Custodian that the Custodian is holding the only original executed counterpart of each Equipment Note and the related security agreement on behalf of, and for the benefit of, the Indenture Trustee and is subject to the Custodian’s customary security and safekeeping procedures;

(7) None of the Equipment Notes or Equipment Loans have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer’s assignee, the Indenture Trustee, except as provided in Section 2.09(a); and

(8) The Transferor has received all necessary consents and approvals required by the terms of the Second Tier Purchased Assets to pledge to the Issuer its interest and rights in such Second Tier Purchased Assets hereunder, or the Indenture.

The representations and warranties set forth above shall survive until the Indenture is terminated in accordance with its terms; provided that to the extent such representations and warranties relate to the Purchased Receivables and the Related Assets with respect thereto, such representations and warranties shall survive only until the Receivables Payoff Date. Any breaches of the representations and warranties set forth in Section 7.01(b)(viii) above maybe waived upon prior written notice to the Rating Agencies and consent of the Required Noteholders, unless such waiver would amount to a waiver of an Event of Default under Section 5.1(e) of the Indenture or a Servicer Default under Section 9.01(q), which, in either such case, any such waiver shall require consent of the Special Required Noteholders.

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(ix) Non-Consolidation of Issuer and Transferor. (I) Such Party has, consistent with the Basic Agreements, been operated in such a manner that it shall not be substantively consolidated with the trust estate of any other person in the event of the bankruptcy or insolvency of such Party or such other Person. Without limiting the foregoing the Issuer has (1) conducted its business in its own name, (2) maintained its books, records and cash management accounts separate from those of any other Person, (3) maintained its bank accounts separate from those of any other Person, (4) maintained separate financial statements of the Transferor, showing its assets and liabilities separate and apart from those of any other Person, (5) paid its own liabilities and expenses only out of its own funds, (6) allocated fairly and reasonably any overhead expenses that are shared with an Affiliate, (7) held itself out as a separate entity, (8) maintained adequate capital in light of its contemplated business operations and (9) observed all other appropriate limited liability or trust and other organizational formalities including, inter alia, remaining in good standing and qualified as a foreign limited liability or trust in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law.

(II) Such Party has not (1) held itself out as being liable for the debts of any other Person, (2) acted other than in its own name and through its trustee or its duly authorized officers or agents, (3) engaged in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness of any Affiliate, except payment of lawful distributions to its beneficial owners or members, (4) commingled its funds or other assets with those of any other person, (5) created, incurred, assumed, guaranteed or in any manner became liable in respect of any indebtedness (except pursuant to the Indenture) other than indemnities, trade payables and expense accruals incurred in the ordinary course of its business, (6) entered into a transaction with an Affiliate unless such transaction was commercially reasonable and on the same terms as would be available in an arm’s length transaction with a person or entity that is not an Affiliate, or (7) taken any other action that would be inconsistent with maintaining the separate legal identity of such Party.

(c) Representations and Warranties of the Originator Only.

(i) Purchase Agreement Representations and Warranties. The representations and warranties of the Originator in Section 3.1 of the Purchase Agreement are true and correct as of the date when made.

(ii) Absence of Event. No event has occurred which materially and adversely affects the Originator’s operations or its ability to perform its obligations as Originator under the Basic Documents.

(iii) Non-Consolidation of ALS. (a) ALS has, consistent with the Basic Agreements, been operated in such a manner that it shall not be substantively consolidated with the trust estate of either or both of the Transferor or the Issuer in the event of the bankruptcy or insolvency of either or both of the Transferor or the Issuer. Without limiting the foregoing ALS has (1) maintained its books, records and cash management accounts separate from those of either or both of the Transferor or the

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Issuer, (2) maintained its bank accounts separate from those of either or both of the Transferor or the Issuer, (3) maintained separate financial statements, showing its assets and liabilities separate and apart from those of either or both of the Transferor or the Issuer or maintained consolidated financial statements that contain a footnote indicating that the assets of the Transferor and the Issuer are not available to creditors of ALS, (4) paid its own liabilities and expenses of either or both of the Transferor or the Issuer, (5) allocated fairly and reasonably any overhead expenses that are shared with either or both of the Transferor or the Issuer and (6) held itself out as a separate entity from either or both of the Transferor or the Issuer.

(b) ALS has not (1) held itself out as being liable for the debts of either or both of the Transferor or the Issuer, (2) acted or conducted its business in the name of either or both of the Transferor or the Issuer, (3) engaged in any joint activity or transaction of any kind with or for the benefit of either or both of the Transferor or the Issuer including any loan to or from or guarantee of the indebtedness of any Affiliate, (4) commingled its funds or other assets with those of either or both of the Transferor or the Issuer, (5) created, incurred, assumed, guaranteed or in any manner became liable in respect of any indebtedness of either or both of the Transferor or the Issuer, (6) entered into a transaction with either or both of the Transferor or the Issuer unless such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a person or entity that is not an Affiliate, (7) conducted its business in the name of either or both of the Transferor or the Issuer, or (8) taken any other action that would be inconsistent with maintaining the separate legal identity of the either or both of the Transferor or the Issuer.

(d) Representations and Warranties of the Servicer Only. No Servicer Default has occurred and no condition exists which, upon the issuance of the Notes, would constitute a Servicer Default.

SECTION 7.02 Liability of Transferor. The Transferor shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Transferor.

SECTION 7.03 Merger or Consolidation of, or Assumption of the Obligations of, Transferor; Amendment of Limited Liability Company Agreement.

(a) Any Person (i) into which the Transferor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Transferor shall be a party, (iii) succeeding to the business of the Transferor, or (iv) more than 50% of the voting interests of which is owned directly or indirectly by ALS, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided that the Transferor shall provide ten (10) days’ prior notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Rating Agencies and obtain the prior written consent of the Special Required Noteholders.

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(b) Until the Outstanding Obligations have been paid in full, the Transferor shall at all times have two “Independent Managers.” The Transferor hereby agrees that during the term of this Agreement it shall not amend the definition of “Independent Manager” or Sections 1.3, 1.4, 1.5, 1.7, 4.1, 4.2, 4.4, 5.1, 5.3, 5.4, 5.5, 6.1, 6.2, 6.3, 9.1 or 9.7 or Schedule 1 of its limited liability agreement without obtaining the prior written consent of the Special Required Noteholders and providing prior written notice thereof to the Rating Agencies.

SECTION 7.04 Limitation on Liability of Transferor and Others. The Transferor and any director or officer or employee or agent of the Transferor may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Transferor shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Transferor of the Loans or Receivables under this Agreement and that in its opinion may involve it in any expense or liability.

SECTION 7.05 Transferor May Own Securities. Each of the Transferor and any Person controlling, controlled by or under common control with the Transferor may in its individual or any other capacity become the owner or pledgee of Securities with the same rights as it would have if it were not the Transferor or an Affiliate thereof except as otherwise specifically provided herein. Except as otherwise provided herein, Securities so owned by or pledged to the Transferor or such controlling or commonly controlled Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of such Securities.

SECTION 7.06 Rule 144A. The Transferor, the Issuer and the Servicer shall furnish, upon the request of any Noteholder, the Administrative Agent or the Owner Trustee, to the Trust the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of such request the Issuer or the Transferor is not a reporting company under Section 13 or Section 15(d) of the Exchange Act, and any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act at such time.

ARTICLE VIII

LIABILITIES OF SERVICER AND OTHERS

SECTION 8.01 Liability of Servicer; Indemnities.

(a) The Servicer shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include (but are not limited to) the following:

(i) The Servicer shall defend, indemnify and hold harmless each Trustee, each Issuer, the Beneficiaries, the Registered Owners and any director, officer, employee or agent thereof (and, if ALS or any of its Affiliates is no longer the Servicer, then the indemnities in this provision shall run, in addition to the foregoing, to the benefit of the Agents, the Administrative Agent and the Noteholders and any director, officer, employee or agent thereof) from and against any and all costs, expenses, losses, damages,

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claims and liabilities arising out of or resulting from claims by third parties (other than parties to the Basic Documents) arising from the servicing of Loans or Receivables or the use, ownership, repossession (other than losses related to a decline in value of the Equipment repossessed) or operation by the Servicer or any Affiliate thereof of any item of Equipment or other collateral therefor;

(ii) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 9.02) shall indemnify, defend and hold harmless each Trustee, each Beneficiary, the Registered Owners, the Issuer and any director, officer, employee or agent thereof (and, if ALS or any of its Affiliates is no longer the Servicer, then indemnities in this provision shall run, in addition to the foregoing, to the benefit of the Agent, the Administrative Agent and the Noteholders and any director, officer, employee or agent thereof) from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Loans and the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Loans or Receivables, or federal or other income taxes arising out of distributions on the Securities, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same;

(iii) The Servicer shall indemnify, defend and hold harmless each Trustee, the Issuer, the Beneficiaries, the Registered Owners and any director, officer, employee or agent thereof (and, if ALS or any of its Affiliates is no longer the Servicer, then the indemnities in this provision shall run, in addition to the foregoing, to the benefit of the Agent, the Administrative Agent and the Noteholders and any director, officer, employee or agent thereof) from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon such Trustee, the Issuer, the Beneficiaries or the Registered Owners through the negligence, willful misfeasance or bad faith of the Servicer or any breach or failure by the Servicer in the performance of its duties under this Agreement and any other Basic Documents or by reason of negligent disregard of its obligations and duties or if any of the representations and warranties by the Servicer shall be inaccurate as of the date made under any of the Basic Documents; and

(iv) The Servicer (other than the Indenture Trustee in its capacity as successor Servicer pursuant to Section 9.02) shall indemnify, defend and hold harmless each Trustee and their respective agents, officers, directors and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the Owner Trustee, the Indenture Trustee’s performance of its duties under the Basic Documents, (y) in the case of the Indenture Trustee, the Owner Trustee’s performance of its duties under the Basic Documents or (z) the acceptance, administration or performance by, or action or inaction of, the applicable Trustee of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Trust Estate, and the Trust Agreement (in the case of the Owner Trustee), including the

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administration of the Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, bad faith or gross negligence of the Person seeking to be indemnified, (B) (if otherwise payable to the Indenture Trustee) arises from the Indenture Trustee’s breach of any of its representations or warranties in Section 6.13 of the Indenture or (C) (if otherwise payable to the Owner Trustee) arises from the Owner Trustee’s breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement.

(b) Indemnification under this Section 8.01 shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement. If the Servicer has made any indemnity payments pursuant to this Section 8.01 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest.

(c) The Servicer shall pay any amounts owing pursuant to Section 8.01 directly to the indemnified Person and such amounts will not be deposited in the Collection Accounts.

(d) Indemnification pursuant to this Section 8.01 will include reasonable fees and expenses of counsel and expenses of litigation reasonably incurred.

(e) Notwithstanding the foregoing indemnification obligations, nothing in this Section 8.01 shall be intended by the parties to constitute a guaranty by the Servicer of repayment of the Loans.

SECTION 8.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. Notwithstanding anything in this Agreement to the contrary, without the consent of the Special Required Noteholders or any other Person, (a) the Servicer may consolidate, merge or sell all or substantially all of its assets and (b) any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party, (iii) succeeding to the business of the Servicer, or (iv) of which more than 50% of the voting interests is owned directly or indirectly by ALS and which is otherwise servicing the Transferor’s loans, which Person in any of the foregoing cases executes an agreement of assumption reasonably satisfactory to the Special Required Noteholders and the Indenture Trustee to perform every obligation of the Servicer under this Agreement shall be the successor to the Servicer under this Agreement without the further execution or filing of any paper or any further act on the part of any of the parties to this Agreement; provided, however, that immediately after giving effect thereto, there shall be no Servicer Default; provided further, that following any such merger, conversion or consolidation, the business of such successor Servicer shall be materially the same as the Servicer’s business as constituted immediately prior to such merger, conversion or consolidation. In the event that the requirements in each of the provisos of the preceding sentence are not satisfied, such transaction shall require the Special Required Noteholders’ written consent, not to be unreasonably withheld. Pursuant to this Section 8.02, the Servicer shall provide the Administrative Agent and the Rating Agencies at least thirty (30) days’ prior written notice of any merger, consolidation or succession and a copy of the agreement of assumption in respect of such merger, consolidation or succession, the pro forma financial calculations supporting the successor entity’s compliance with the financial covenants specified in Section 3.07(i), if applicable, and such other additional information as the

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Administrative Agent shall reasonably request. It is understood that nothing in this Section 8.02 shall be construed to limit or otherwise impair the ability of the Transferor or any Interested Party to enforce such remedies as are available to them under the Basic Documents.

SECTION 8.03 Limitation on Liability of Servicer and Others.

(a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to the Issuer or the Noteholders, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to the Basic Documents or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence (negligence, in the case of the initial Servicer) in the performance of duties or by reason of reckless (negligent, in the case of the initial Servicer) disregard of obligations and duties under the Basic Documents. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

(b) [Reserved]

(c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Loans or Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Beneficiaries and the Registered Owners under this Agreement and the Beneficiaries under the Indenture and the interests of the Registered Owners under the Trust Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom that is not incidental to its duties to service the Loans or Receivables in accordance with this Agreement shall be expenses, costs and liabilities of the Issuer and the Servicer shall be entitled to be reimbursed therefor.

(d) The Indenture Trustee shall distribute out of the Collection Accounts on a Distribution Date any amounts permitted for reimbursement pursuant to Section 8.03(c) which have not been previously reimbursed in accordance with Section 8.2 of the Indenture; provided, however, that the Indenture Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Section 8.2 of the Indenture) is greater than zero but less than the Reserve Account Required Amount for such Distribution Date.

SECTION 8.04 Delegation of Duties. So long as ALS acts as Servicer, the Servicer may, at any time without notice or consent, delegate any duties under this Agreement to any other entity more than 50% of the voting stock of which is owned, directly or indirectly, by ALS. The Servicer may at any time perform specific duties as Servicer through sub-contractors who are in the business of servicing stand alone commercial laundry equipment loans; provided,

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however, that (i) Servicer shall not delegate to any such sub-contractor any material portion of such servicing duties without the Administrative Agent’s (acting at the direction of the Required Noteholders) consent, and (ii) no such delegation shall relieve the Servicer of its responsibility with respect to such duties.

SECTION 8.05 Servicer Not to Resign. Subject to the provisions of Section 9.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer without the consent of the Special Required Noteholders, except upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to each Trustee and the Administrative Agent and the Rating Agencies (with a copy to the initial Noteholders). No such resignation shall become effective until the Indenture Trustee or a successor Servicer acceptable to the Special Required Noteholders shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 9.02.

ARTICLE IX

SERVICER DEFAULT

SECTION 9.01 Servicer Defaults. Each of the following shall constitute a “Servicer Default”:

(a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or the Lockbox Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three (3) Business Days after the date when due;

(b) failure on the part of the Transferor or the Servicer to duly observe or perform any of their respective covenants or agreements set forth in the Purchase Agreement, this Agreement or any of the other Basic Documents which failure (i) materially and adversely affects the rights of the Beneficiaries, and (ii) continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Servicer, as applicable, by the Indenture Trustee (acting at the direction of the Administrative Agent), or to the Transferor or the Servicer, as applicable, and to the Indenture Trustee by the Administrative Agent;

(c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar official for the Transferor or the Servicer, in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) or more consecutive days;

(d) the consent by the Transferor or the Servicer to the appointment of a conservator or receiver, liquidator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Transferor or the

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Servicer or of or relating to substantially all of their respective property; or the Transferor or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

(e) the failure to distribute a Servicer’s Certificate pursuant to the terms of Section 3.10 or Section 5.08 within three (3) Business Days after the related Determination Date provided, however, that in the event such failure is caused by an occurrence out of the reasonable control of the Servicer and is consented to by the Noteholders (such consent not to be unreasonably withheld), then a Servicer Default will not occur if such failure is cured within an additional two (2) Business Days, such exception to be limited to one time per twelve (12) months during the life of this Agreement;

(f) any assignment of rights or delegation of duties by the Servicer in violation of this Agreement;

(g) any material adverse change in the properties, business or condition (financial or otherwise) of the Servicer or the existence of any other condition which, in each case, constitutes, in the reasonable discretion of the Administrative Agent (acting at the direction of the Special Required Noteholders) a material impairment of the Servicer’s ability to perform its obligations under this Agreement; provided that a change in the value of any Loan or Receivable shall not result in a Servicer Default under this subsection (g);

(h) the first to occur of (i) an event of default by the Servicer or its Affiliate, as applicable, in the performance of any term, provision or condition of any indebtedness for borrowed money in excess of $5,000,000, which event of default other than a payment default is neither waived pursuant to an unconditional waiver nor cured within sixty (60) days (inclusive of any cure period or other period of grace) of the date upon which such event of default occurs or (ii) the acceleration of any such indebtedness as a result of an event of default, such that any indebtedness due thereunder is due prior to its stated maturity; or any such indebtedness shall be declared to be due and payable prior to the date of maturity thereof or shall be unpaid on its maturity date;

(i) a final judgment or judgments for the payment of money in excess of $5,000,000 in the aggregate against the Servicer and the same shall not be discharged (or provisions made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within sixty (60) days from the date of entry thereof and the Servicer shall not, within said period of sixty (60) days, or within such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal;

(j) the rolling three (3) month average of the Delinquency Ratio - Receivables exceeds 6.50%;

(k) the rolling three (3) month average of the Delinquency Ratio - Equipment Loans exceeds 3.50%;

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(l) the rolling three (3) month average of the Dilution Ratio - Receivables exceeds 10.0%;

(m) the rolling three (3) month average of the Default Ratio - Receivables exceeds 5.00%;

(n) the rolling three (3) month average of the Default Ratio - Equipment Loans exceeds 1.50%;

(o) the Days Sales Outstanding - Receivables exceeds one hundred ten (110) days;

(p) if ALS or an Affiliate thereof is the Servicer, the breach by the Servicer of one or both of the covenants set forth in Section 3.07(i); or

(q) the breach, in any material respect, by the Servicer of any representation or warranty made by the Servicer in this Agreement or any of the Basic Documents.

SECTION 9.02 Consequences of a Servicer Default.

(a) If a Servicer Default shall occur and be continuing, the Administrative Agent (at the direction of the Special Required Noteholders) by notice then given in writing to the Servicer, the Owner Trustee and the Indenture Trustee may, in addition to other rights and remedies available in a court of law or equity to damages, injunctive relief and specific performance, elect to waive such Servicer Default or direct the Indenture Trustee to terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (provided that a termination shall occur without notice upon a Servicer Default under Section 9.01(c) or (d)). On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Securities, the Loans or Receivables or otherwise, shall pass to and be vested in the Indenture Trustee and any successor Servicer pursuant to and under Section 9.03. The Indenture Trustee and any successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Loans and related documents, or otherwise. The predecessor Servicer agrees to cooperate with the Backup Servicer, the Indenture Trustee and any successor Servicer in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Lockbox Accounts, the Collection Accounts, the Reserve Account or thereafter received with respect to the Loans and the Receivables that shall at that time be held by the Servicer, and will provide the Backup Servicer, the Indenture Trustee and any successor Servicer reasonable access to the servicing systems and records with respect to the Loans and the Receivables. In addition to any other amounts that are then payable to the predecessor Servicer under this Agreement, the predecessor Servicer shall be entitled to receive from the successor Servicer the portions of any Servicer Advance Reimbursement Amount which relates to any Servicer Advance made by the terminated Servicer. To assist the successor Servicer in enforcing all rights under the Loans and the Receivables, the predecessor Servicer, at

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its own expense, shall transfer its electronic records relating to such Loans and Receivables to the successor Servicer in such electronic form as is then-maintained by the predecessor Servicer in the ordinary course of its business and shall transfer the related Loan Files and all other records, correspondence and documents relating to the Loans and Receivables that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request.

(b) Following the occurrence of a Servicer Default, but without limiting the rights of the Indenture Trustee or the Beneficiaries under any other provisions of the Basic Documents, the Administrative Agent (at the written direction of the Required Noteholders) may direct the Indenture Trustee to conduct a review of the Servicer’s cash application procedures with respect to Collections on the Loans and Receivables, including transfers from the Lockbox Accounts to the Collection Accounts, and the Indenture Trustee hereby agrees to conduct such review, or cause a third party to conduct such review, at the expense of the Servicer, on such basis as the Administrative Agent (acting at the direction of the Required Noteholders) shall reasonably determine.

SECTION 9.03 Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 9.02 unless and until the Administrative Agent (at the direction of the Special Required Noteholders) has designated a successor Servicer, which has accepted such appointment, the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer, and provided, further, that ALS shall remain liable for the indemnification obligations of the Servicer under Sections 8.01(ii) and (iv) of this Agreement without regard to whether it is still Servicer hereunder. The Servicer shall be subrogated to the rights of the indemnified party with respect to claims against a replacement Servicer. As compensation therefor, the Backup Servicer, the Indenture Trustee or a successor Servicer designated by the Administrative Agent (at the direction of the Special Required Noteholders) shall be entitled to reimbursement of costs and expenses incurred in the transfer and conversion of the electronic records relating to the Loans and the Receivables received from the predecessor Servicer, together with such compensation (whether payable out of the Collection Accounts or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Servicing Fee, and in the case of the Backup Servicer, of any amounts to which the Backup Servicer is entitled as the Servicing Fee pursuant to the Backup Servicing Agreement. In the event the Indenture Trustee becomes the successor Servicer, it hereby reserves the right to terminate any then existing sub-servicing agreements as may be entered into pursuant to Section 8.04. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $10,000,000, (ii) acceptable to the Special Required Noteholders and (iii) whose regular business includes the servicing of equipment loans, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties

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or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Loans and Receivables as it and such successor shall agree, subject to the consent of the Required Noteholders; provided, that if a successor Servicer is appointed and assumes the duties of successor Servicer hereunder, the Servicing Fee Rate used to calculate the Servicing Fee payable to the successor Servicer shall be a rate agreed upon by such successor Servicer and the person or group appointing it hereunder but not in excess of 1.0% unless the Rating Agencies have received prior written notice thereof and the Administrative Agent (at the direction of the Required Noteholders) has consented to such rate. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. No removal or resignation of the Servicer shall (other than under Section 9.02(a) with respect to a Servicer Default under Section 9.01(c) or (d)) become effective until the Backup Servicer under Section 3.13, the Indenture Trustee or another successor Servicer acceptable to the Special Required Noteholders shall have assumed the Servicer’s responsibilities and obligations in accordance with this Section 9.03.

SECTION 9.04 Notification to the Beneficiaries and the Certificateholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article IX, the Indenture Trustee shall give prompt written notice thereof to the Noteholders, the Administrative Agent and the Rating Agencies, and the Owner Trustee shall give prompt written notice thereof to the Certificateholders.

SECTION 9.05 Waiver of Past Defaults. The Special Required Noteholders may, on behalf of all Beneficiaries and Registered Owners, waive any default by the Servicer in the performance of its obligations hereunder and its consequences, including a default in making any required deposits to or payments from any of the accounts in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 9.06 Effects of Termination or Resignation of Servicer.

(a) Upon the appointment of the successor Servicer, the predecessor Servicer shall immediately remit any Scheduled Payments, Liquidation Proceeds or other payments that it may receive pursuant to any Loan or Receivable or otherwise to the successor Servicer for the benefit of the Issuer after such date of appointment.

(b) After the termination of the Servicer pursuant to Section 9.02 or resignation pursuant to Section 8.05 (except as otherwise provided in Section 8.05 or 9.03), the predecessor Servicer shall have no further rights or obligations with respect to the management or servicing of the Trust Estate or the enforcement, custody or collection of the Loans or Receivables, and the successor Servicer shall have all of such obligations, except that the predecessor Servicer will transmit or cause to be transmitted directly to the relevant Designated Account, promptly upon receipt and in the same form in which received, any amounts held by the predecessor Servicer (properly endorsed where required for the successor Servicer to collect them) received as payments upon or otherwise in connection with the Loans or Receivables. The predecessor

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Servicer’s indemnification obligations pursuant to Section 8.01 will survive the termination or resignation of the predecessor Servicer but will not extend to any acts or omissions of a successor Servicer.

ARTICLE X

TERMINATION; REDEMPTION

SECTION 10.01 Optional Purchase of Equipment Loans and Receivables. If at any time after the Loan Conversion Date, the Aggregate Loan Balance of the Loans held by the Trust is 10% or less of the Aggregate Loan Balance on such Loan Conversion Date, the Servicer shall have the option, but not the obligation, to purchase for cash the Equipment Loans and related assets and Receivables at a price equal to the aggregate Administrative Purchase Payments for all Loans (including Defaulted Equipment Loans) plus the appraised value of the Receivables and such other related assets held by the Trust (less the Liquidation Expenses to be incurred in connection with the recovery thereof (excluding the Receivables and related assets)), such value to be determined by an appraiser mutually agreed upon by the Servicer, each Trustee and the Administrative Agent (acting at the direction of the Required Noteholders) (the “Optional Purchase Price”); provided, however, that the Servicer may not exercise its option if the Optional Purchase Price would be less than the sum of (i) the Redemption Price and (ii) all administrative expenses, operating costs and amounts to third parties due as of such Distribution Date. In the event the Servicer elects to exercise its option, the Issuer shall redeem the Equipment Loan Notes and the Receivables Notes in accordance with this Section 10.01 effective as of such date of purchase. The Issuer shall be required to notify the Indenture Trustee and the Administrative Agent in writing by no later than five (5) Business Days prior to a notice required to be sent by the Indenture Trustee pursuant to Section 11.1(a) of the Indenture. To exercise such option, the Servicer shall deposit in the Loan Collection Account an amount equal to the Optional Purchase Price.

SECTION 10.02 Termination of the Agreement. Unless otherwise agreed by the Transferor, the Servicer, the Issuer and the Beneficiaries and the Registered Owners, this Agreement shall terminate upon termination of the Indenture and the Servicer shall give the Owner Trustee prompt notice of such termination; provided that the Notes and all other amounts due to third parties referred to in Section 10.01 have been paid in full.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01 Amendment.

(a) This Agreement may be amended by the Transferor, the Servicer and the Issuer with the consent of the Indenture Trustee and the Administrative Agent, but without the consent of any of the Noteholders, (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) to add to the covenants, restrictions or obligations of the Transferor, the Servicer or the Indenture Trustee or (iv) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Officer’s Certificate, adversely affect in any material respect the interests of the Noteholders.

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(b) Notwithstanding paragraph (a), this Agreement may also be amended from time to time by the Transferor, the Servicer and the Issuer with the consent of the Required Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders, and any provisions hereof may be waived with the consent of the Required Noteholders except that no amendment may be made to this Agreement which would be prohibited under the proviso of Section 9.2 of the Indenture if such amendment were to be made to the Indenture unless the consent that would have been required as described therein, if such amendment were to be made to the Indenture, shall have been obtained.

(c) Prior to the execution of any such amendment or consent, the Indenture Trustee shall furnish written notification of the substance of such amendment or consent to the Rating Agencies, the Administrative Agent and the initial Noteholders.

(d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Registered Owner, the Administrative Agent and the Indenture Trustee shall furnish written notification to each Noteholder.

(e) It shall not be necessary for the consent of the Noteholders pursuant to Section 11.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof but it shall be necessary to obtain the consent of the Administrative Agent. The manner of obtaining such consents of the Noteholders (and any other consents of the Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by the Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.

(f) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise. The Indenture Trustee may, but shall not be obligated to, execute and deliver any such amendment which affects the Indenture Trustee’s rights, duties or immunities under this Agreement or otherwise.

(g) Each of ALS and the Transferor agrees that such Person shall not amend or agree to any amendment of the Purchase Agreement unless such amendment would be permissible under the terms of this Section 11.01 as if this Section 11.01 were contained in the Purchase Agreement with the consent of the Required Noteholders.

(h) Notwithstanding the foregoing, the signatures of the Transferor and the Issuer shall not be required for the effectiveness of any amendment which modifies the representations, warranties, covenants or responsibilities of the Servicer at any time when the Servicer is not the Originator or a successor Servicer is designated pursuant to Section 9.02.

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SECTION 11.02 Protection of Title to Owner Trust Estate.

(a) The Transferor or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Beneficiaries, the Certificateholders and the Trustees under this Agreement in the Loans and Receivables. The Transferor or the Servicer or both shall deliver (or cause to be delivered) to each Trustee and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) Neither the Transferor nor the Servicer shall change its jurisdiction of organization, name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above incorrect or seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given each Trustee and the Administrative Agent at least sixty (60) days prior written notice thereof and shall have taken all such actions as may be reasonably requested by the Trustees or the Administrative Agent necessary to maintain the perfection and priority of such Liens of the Trustees.

(c) Each of the Transferor and the Servicer shall give each Trustee and the Administrative Agent at least sixty (60) days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Loans and Receivables and its principal executive office within the United States of America.

(d) The Servicer shall maintain accounts and records as to each Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Loan, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than forty-five (45) days prior thereto, and (ii) reconciliation between payments or recoveries on (or with respect to) each Loan and Receivable and the amounts from time to time deposited in the Lockbox Accounts and the Collection Accounts.

(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Loans and Receivables to the Issuer, the Servicer’s master computer records (including any Backup archives) that refer to any Loan or Receivable indicate clearly that the Loan or Receivable is owned by the Issuer. Indication of the Issuer’s ownership of a Loan or Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Loan or Receivable has been paid in full, liquidated or repurchased by the Transferor or purchased by the Servicer.

(f) If at any time the Transferor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in stand-alone commercial laundry equipment loans to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from Backup archives) that, if they refer in any manner whatsoever to any Loan, indicate clearly that such Loan has been sold and is owned by the Issuer unless such Loan has been paid in full, liquidated or repurchased by the Transferor or purchased by the Servicer.

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(g) If at any time the Transferor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in trade receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from Backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer unless such Receivable has been paid in full, liquidated or repurchased by the Transferor or purchased by the Servicer.

(h) The Servicer shall permit each Trustee and the Administrative Agent and their respective agents (at such Person’s cost and expense except to the extent such costs and expenses shall be required to be paid by ALS or its Affiliates pursuant to the Basic Documents) at any time during normal business hours and upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Loans and Receivables then or previously included in the Owner Trust Estate.

(i) The Servicer shall furnish to each Trustee and the Administrative Agent at any time upon request a list of all Loans and Receivables then held as part of the Trust including any then existing amendments, substitutions or replacements thereto, together with a reconciliation of such list to the Schedule of Loans and Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Loans or Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any such list to the Transferor. Each Trustee and the Transferor shall hold any such list and the Schedule of Loans and Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 11.03.

SECTION 11.03 Notices. All demands, notices and communications upon or to the Transferor, the Servicer, the Indenture Trustee, the Administrative Agent, the Rating Agencies or the initial Noteholders under this Agreement shall be delivered as specified in Appendix B.

SECTION 11.04 Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York; provided, however that the duties and immunities of the Owner Trustee hereunder shall be governed by the laws of the State of Delaware.

SECTION 11.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Securities or the rights of the holders thereof.

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SECTION 11.06 Assignment.

(a) Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned by the Transferor without the prior written consent of the Special Required Noteholders. The Transferor shall provide notice of any such assignment to the Rating Agencies and the Administrative Agent (with a copy to the initial Noteholders).

(b) Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned by the Servicer without the prior written consent of the Special Required Noteholders other than as permitted by Section 8.02. The Servicer shall provide notice of any such assignment to the Rating Agencies and the Administrative Agent (with a copy to the initial Noteholders).

SECTION 11.07 Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto, the Beneficiaries (subject to the procedures in Article V of the Indenture), the Certificateholders and the Trustees and their respective successors and permitted assigns. Except as otherwise provided in Section 8.01, this Article XI or in Article V of the Indenture, no other Person shall have any right or obligation hereunder.

SECTION 11.08 Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.09 Headings and Cross-References. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

SECTION 11.10 Assignment to Indenture Trustee. The Transferor hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Beneficiaries and (only to the extent expressly provided therein) the Registered Owners of all right, title and interest of the Issuer in, to and under the Purchased Property and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

SECTION 11.11 No Petition Covenants. Notwithstanding any prior termination of this Agreement, the Servicer and the Transferor shall not, prior to the date which is one (1) year and one (1) day after the Outstanding Obligations shall have been paid in full, acquiesce, petition or otherwise invoke or cause the Transferor or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Transferor or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Transferor or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Transferor or the Issuer. The covenants set forth in this Section 11.11 shall survive the termination of this Agreement.

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SECTION 11.12 Limitation of Liability of the Trustees.

(a) Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by The Bank of New York Mellon not in its individual capacity but solely as Indenture Trustee and in no event shall The Bank of New York Mellon have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement in performance of its rights and duties hereunder, the Indenture Trustee shall be entitled to the benefits of Article VI of the Indenture.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

SECTION 11.13 Survival of Agreement. All covenants, agreements, representations and warranties made herein, in the Basic Documents and in the other agreements delivered pursuant hereto shall survive the pledge of the Trust Estate and the issuance of the Notes and shall continue in full force and effect until payments in full of the Notes and all amounts owing to the Indenture Trustee and the Beneficiaries hereunder and under the Basic Documents, as applicable; provided that on the Receivables Payoff Date, all covenants, agreements, representations and warranties made herein with respect to the Receivables and the Related Assets with respect thereto shall be of no further force and effect.

SECTION 11.14 Cooperation and Further Assurances. (a) Each of the parties hereto hereby agrees that it will cooperate in good faith and use commercially reasonable efforts to assist the Administrative Agent in any sale or securitization of the Specified Assets to take place after the Loan Conversion Date; provided, however, that each of the parties hereto agrees that it shall not be obligated to take any action (including making any changes or amendments to any of the Basic Documents), or provide any consent if such party would thereby incur any material obligations or liabilities as a result thereof; provided, further, that the Administrative Agent shall, at the written request of the assisting party, offer such party indemnification reasonably satisfactory to such party against any costs, liabilities and expenses incurred in providing any requested assistance.

(b) In the event of any Regulatory Change (as defined in the Note Purchase Agreement) which results in either (i) a determination that either (x) the Issuer is not a Qualified Special Purpose Entity or (y) any CP Conduit is not a Person, in either case that is not required, under generally accepted accounting principles, to consolidate its financial statements with any other entity, or (ii) a cost arising under Section 2.3 of the Note Purchase Agreement, the parties hereto agree to negotiate in good faith to amend the Basic Documents in order to eliminate the

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consolidation requirement; provided, however, that no party shall be obligated to take any action (or make any amendments) if in the reasonable opinion of such party any such amendment to the Basic Documents will be unlawful or otherwise disadvantageous or inconsistent with its policies or regulatory restrictions or result in any liability, unreimbursed cost or expense to such party.

SECTION 11.15 No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

S-1 Pooling and Servicing Agreement

ALLIANCE LAUNDRY EQUIPMENT

RECEIVABLES 2009 LLC,

as Transferor

By:

Name:

Title:

ALLIANCE LAUNDRY SYSTEMS LLC,

as Servicer and Originator

By:

Name:

Title:

S-2 Pooling and Servicing Agreement

Acknowledged and Agreed:

THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely as

Indenture Trustee

By:

Name:

Title:

S-3 Pooling and Servicing Agreement

EXHIBIT A-1

Form of Initial PSA Assignment

June 26, 2009

For value received, in accordance with the Pooling and Servicing Agreement, dated as of June 26, 2009 (the “Pooling and Servicing Agreement”), among Alliance Laundry Systems LLC, a Delaware limited liability company (“ALS”), Alliance Laundry Equipment Receivables 2009 LLC, a Delaware limited liability company (the “Transferor”), and Alliance Laundry Equipment Receivables Trust 2009-A (the “Issuer”), the Transferor does hereby sell, assign, transfer and otherwise convey unto the Issuer, without recourse (except as otherwise provided in the Pooling and Servicing Agreement), all right, title and interest of the Transferor in, to and under (a) all Second Tier Purchased Assets that existed on the Closing Date; and (b) any income and Proceeds of the property described in clause (a) above.

The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the undersigned to the Obligors, insurers or any other Person in connection with the Second Tier Purchased Assets or any agreement or instrument relating to any of them.

As set forth in Section 2.06 of the Pooling and Servicing Agreement, the parties hereto intend that the transactions set forth herein constitute an absolute assignment by the Transferor to the Issuer on the Closing Date of all the Transferor’s right, title and interest in and to the Second Tier Purchased Assets. In the event any transaction set forth herein does not constitute an absolute assignment, it shall constitute the granting of a security interest by the Transferor in favor of the Issuer in such assets as provided in Section 2.06 of the Pooling and Servicing Agreement.

This Initial PSA Assignment is made pursuant to and affirms the representations, warranties and agreements on the part of the undersigned contained in the Pooling and Servicing Agreement and is to be governed by the Pooling and Servicing Agreement. The undersigned certifies that all conditions precedent under the Basic Documents to transfer to the Issuer of the Second Tier Purchased Assets conveyed hereby have been satisfied.

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Pooling and Servicing Agreement.

All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York; provided, however that the duties and immunities of the Owner Trustee hereunder shall be governed by the laws of the State of Delaware.

*  *  *  *  *

IN WITNESS WHEREOF, the undersigned has caused this Initial PSA Assignment to be duly executed as of the day and year first above written.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

By:

Name:

Title:

2

EXHIBIT A-2

Form of Additional PSA Assignment

[Date]

For value received, in accordance with the Pooling and Servicing Agreement, dated as of June 26, 2009 (the “Pooling and Servicing Agreement”), among Alliance Laundry Systems LLC, a Delaware limited liability company (“ALS”), Alliance Laundry Equipment Receivables 2009 LLC, a Delaware limited liability company (the “Transferor”), and Alliance Laundry Equipment Receivables Trust 2009-A (the “Issuer”), the Transferor does hereby sell, assign, transfer and otherwise convey unto the Issuer, without recourse (except as otherwise provided in the Pooling and Servicing Agreement), all right, title and interest of the Transferor in, to and under (a) all Specified Assets that are Equipment Loans and the Related Assets with respect thereto that existed and were acquired by the Transferor on such Purchase Date; and (b) any income and Proceeds of the property described in clause (a) above.

The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the undersigned to the Obligors, insurers or any other Person in connection with the Loans, any Insurance Policies or any agreement or instrument relating to any of them.

As set forth in Section 2.06 of the Pooling and Servicing Agreement, the parties hereto intend that the transactions set forth herein constitute an absolute assignment by the Transferor to the Issuer on the Purchase Date of all the Transferor’s right, title and interest in and to the Second Tier Purchased Assets. In the event any transaction set forth herein does not constitute an absolute assignment, it shall constitute the granting of a security interest by the Transferor in favor of the Issuer in such assets as provided in Section 2.06 of the Pooling and Servicing Agreement.

This Additional PSA Assignment is made pursuant to and affirms the representations, warranties and agreements on the part of the undersigned contained in the Pooling and Servicing Agreement and is to be governed by the Pooling and Servicing Agreement. The undersigned certifies that all conditions precedent under the Basic Documents to the transfer of the Second Tier Purchased Assets to the Issuer conveyed hereby have been satisfied.

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Pooling and Servicing Agreement.

All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York; provided, however that the duties and immunities of the Owner Trustee hereunder shall be governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has caused this Replacement Assignment to be duly executed as of the day and year first above written.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

By:

Name:

Title:

EXHIBIT A-3

Form of Substitution Assignment

[Date]

For value received, in accordance with the Pooling and Servicing Agreement, dated as of June 26, 2009 (the “Pooling and Servicing Agreement”), among Alliance Laundry Systems LLC, a Delaware limited liability company (“ALS”), Alliance Laundry Equipment Receivables 2009 LLC, a Delaware limited liability company (the “Transferor”), and Alliance Laundry Equipment Receivables Trust 2009-A (the “Issuer”), the Transferor does hereby sell, assign, transfer and otherwise convey unto the Issuer, without recourse (except as otherwise provided in the Pooling and Servicing Agreement), all right, title and interest of the Transferor in, to and under (a) the Substitute Loans, including all documents and instruments evidencing or governing the Substitute Loans and all Loan Files relating thereto, identified on the Schedule of Loans attached hereto (the “Substitute Loans”) and all monies paid or payable thereon (including Liquidation Proceeds) on or after or due and payable, but in each case not paid, as of                      (the “Substitution Cutoff Date”); (b) the Equipment, including all security interests therein, granted by Obligors pursuant to such Substitute Loans and any other collateral securing such Substitute Loans; (c) any Insurance Policies, and Proceeds thereof, and all rights and benefits thereunder, with respect to such Equipment and any other collateral securing such Substitute Loans; (d) with respect to such Substitute Loans, any Guaranties, and Proceeds thereof, and all rights and benefits thereunder; (e) all funds on deposit from time to time in the Lockbox or in the Lockbox Accounts with respect to such Substitute Loans and all Proceeds thereof; (f) the Purchase Agreement with respect to such Substitute Loans, and the other Basic Documents (other than the Trust Agreement and the documents and certificates executed in connection with the foregoing), including the right of the Transferor to cause ALS to perform its obligations thereunder (including the obligation to repurchase such Substitute Loans under certain circumstances); and (g) any income and Proceeds of the property described in clauses (a) through (f) above.

The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of the undersigned to the Obligors, insurers or any other Person in connection with the Second Tier Purchased Assets or any agreement or instrument relating to any of them.

As set forth in Section 2.06 of the Pooling and Servicing Agreement, the parties hereto intend that the transactions set forth herein constitute an absolute assignment by the Transferor to the Issuer on the Substitution Date of all the Transferor’s right, title and interest in and to the Second Tier Purchased Assets. In the event any transaction set forth herein does not constitute an absolute assignment, it shall constitute the granting of a security interest by the Transferor in favor of the Issuer in such assets as provided in Section 2.06 of the Pooling and Servicing Agreement.

This Substitution Assignment is made pursuant to and affirms the representations, warranties and agreements on the part of the undersigned contained in the Pooling and Servicing

Agreement and is to be governed by the Pooling and Servicing Agreement. The undersigned certifies that all conditions precedent under the Basic Documents to transfer to the Issuer of the Second Tier Purchased Assets conveyed hereby have been satisfied.

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Pooling and Servicing Agreement.

All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York; provided, however that the duties and immunities of the Owner Trustee hereunder shall be governed by the laws of the State of Delaware.

*  *  *  *  *

2

IN WITNESS WHEREOF, the undersigned has caused this Substitution Assignment to be duly executed as of the day and year first written above.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

By:

Name:

Title:

EXHIBIT B

Locations of Schedule of Loans And Receivables

The Schedule of Loans and Receivables is on file at the offices of:

1. The Indenture Trustee

2. The Owner Trustee

3. Alliance Laundry Systems LLC

4. Alliance Laundry Equipment Receivables 2009 LLC

EXHIBIT C

[Reserved]

EXHIBIT D

Form of Servicer’s Certificate

[ALS to provide]

EXHIBIT E

Form of Securities Account Control Agreement

SECURITIES ACCOUNT CONTROL AGREEMENT

This Securities Account Control Agreement (this “Agreement”) dated as of June 26, 2009, among Alliance Laundry Equipment Receivables Trust 2009-A (the “Debtor”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee (the “Secured Party”) and THE BANK OF NEW YORK MELLON (the “Securities Intermediary”) is entered into pursuant to the provisions of Section 6.07(b) of the Pooling and Servicing Agreement, dated as of June 26, 2009, among Alliance Laundry Systems LLC, Alliance Laundry Equipment Receivables 2009 LLC and the Debtor (the “Pooling and Servicing Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Securities Accounts. The Securities Intermediary hereby confirms and agrees that:

(a) The Secured Party was granted by the Debtor a security interest in the Securities Account (as defined below) pursuant to the Indenture, dated as of June 26, 2009, between the Debtor and the Secured Party (the “Indenture”);

The Securities Intermediary has established in the name of the Secured Party the Alliance Laundry Equipment Receivables Trust 2009-A Loan Collection Account (Account No. 505600), the Alliance Laundry Equipment Receivables Trust 2009-A Receivables Collection Account (Account No. 505601) and the Alliance Laundry Equipment Receivables Trust 2009-A Reserve Account (Account No. 505602) (collectively the “Securities Account”). The Securities Intermediary shall not change the names or account numbers of the Securities Account without the prior written consent of the Secured Party;

(b) The Securities Account shall be under the sole dominion and control at all times of the Secured Party. The Securities Intermediary shall comply with all entitlement orders (as defined in Section 8-102(a)(8) of the UCC) originated by the Secured Party without the further consent of the Debtor or any other person or entity. Any securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to a Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

(c) All property delivered to the Securities Intermediary pursuant to the Indenture or the Pooling and Servicing Agreement shall be promptly credited to the applicable Securities Account in accordance with the terms thereof; and

(d) The Securities Account are accounts to which financial assets are or may be credited.

Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument, credit balances or uninvested funds) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 3. Entitlement Orders. Notwithstanding Section l(b), the Securities Intermediary may comply with the entitlement orders (as defined in Section 8-102(a)(8) of the UCC) concerning the Securities Account originated by the Debtor (to the extent they do not conflict with the requirements of the Indenture and the Pooling and Servicing Agreement) prior to receipt from the Secured Party of a Notice of Sole Control in substantially the form set forth in Exhibit A hereto and shall, after the receipt from the Secured Party of a Notice of Sole Control, cease complying with the entitlement orders concerning the Securities Account originated by the Debtor and comply solely with the entitlement orders originated by the Secured Party (without the requirement of notice to or any action by any other person, including the Debtor).

Section 4. Subordination of Lien, Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Secured Party created by the Indenture. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than as created pursuant to the Indenture.

Section 5. Choice of Law. This Agreement and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the Securities Intermediary’s jurisdiction.

Section 6. Conflict with Other Agreements.

(a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail; and

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing, signed by all of the parties hereto and consented to in writing by the Required Noteholders.

Section 7. Adverse Claims. Except for the claims and interest of the Secured Party and of the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any financial asset credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Debtor, the Secured Party, the Servicer and the Administrative Agent thereof.

Section 8. Maintenance of the Securities Account. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 1(b) and Section 3, the Securities Intermediary agrees to maintain the Securities Account as follows:

(a) Notice of Sole Control. If at any time the Secured Party delivers to the Securities Intermediary a Notice of Sole Control, the Securities Intermediary agrees that after receipt of such notice it will comply only with entitlement orders and other directions with respect to the Securities Account originated by the Secured Party and will cease complying with any such entitlement orders or other directions originated by or on behalf of the Debtor;

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(b) Eligible Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Secured Party, the Securities Intermediary shall, notwithstanding any entitlement orders or other directions to the contrary from the Debtor, make all Eligible Investments in accordance with the Pooling and Servicing Agreement;

(c) Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Debtor, the Secured Party, the Servicer, the Administrative Agent and at the address referenced in Section 12 of this Agreement; and

(d) Tax Reporting. All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

(a) The Securities Account has been established as set forth in Section 1 above and the Securities Account will be maintained in the manner set forth herein until termination of this Agreement;

(b) The Securities Account constitutes a “securities account” within the meaning of Section 8-501(a) of the UCC;

(c) The Securities Intermediary shall not change the name or the account number of the Securities Account without the prior written consent of the Secured Party;

(d) No financial asset is or will be registered in the name of the Debtor, payable to Debtor’s order, or specifically indorsed to the Debtor, except to the extent such financial asset has been indorsed to the Securities Intermediary or in blank;

(e) This Agreement is the valid and legally binding obligations of the Securities Intermediary; and

(f) There are no other agreements entered into between the Securities Intermediary and the Debtor or any other person with respect to the Securities Accounts, and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Securities Account and/or any financial asset credited thereto pursuant to which the Securities Intermediary has agreed to comply with entitlement orders of such person. The Securities Intermediary has not entered into,

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and until the termination of this Agreement will not enter into, any agreement with the Debtor or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.

Section 10. Granting Clause. Without limiting the terms of the Indenture, as security for all amounts owed and any remaining payments of interest and principal under the Indenture, the Debtor hereby pledges, assigns and conveys to the Secured Party for the benefit of the Beneficiaries, all of its right, title and interest in and to the Securities Account and all securities, cash, investments or other financial assets now or hereafter credited thereto.

Section 11. Successors, Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Secured Party may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

Section 12. Notices. Any communication, notice or demand to be given hereunder shall be duly given hereunder if given in the form and manner, and delivered to the address set forth in the Pooling and Servicing Agreement, or in such other form and manner or to such other address as shall be designated by any party hereto to each other party hereto in a written notice delivered in accordance with the terms of the Pooling and Servicing Agreement.

Section 13. Termination. The rights and powers granted herein to the Secured Party, granted in order to perfect its security interest in the Securities Account, are powers coupled with interest and will neither be affected by the bankruptcy of the Debtor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interests of the Secured Party in the Securities Account have been terminated and the Secured Party has notified the Securities Intermediary and the Administrative Agent of such termination in writing. The Secured Party agrees to provide Notice of Termination in substantially the form of Exhibit B hereto to the Securities Intermediary and the Administrative Agent upon the request of the Debtor on or after the termination of the Secured Party’s interest in the Securities Account pursuant to the terms of this Agreement.

Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 15. No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Debtor, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Debtor is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Debtor, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d)

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under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Debtor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Debtor under this Agreement or any other related documents.

Section 16. Incorporation by Reference. In connection with its appointment and acting hereunder, Secured Party (as Secured Party and Securities Intermediary) is entitled to all rights, privileges, protections, benefits, immunities and indemnities to the extent provided to it as Indenture Trustee under the Indenture.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Debtor:
Alliance Laundry Equipment Receivables Trust 2009-A
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee

By:

Name:

Title:

Secured Party:

THE BANK OF NEW YORK MELLON, as Indenture Trustee for the benefit of the Beneficiaries under the Indenture

By:

Name:

Title:

Securities Intermediary:

THE BANK OF NEW YORK MELLON

By:

Name:

Title:

EXHIBIT F

Form of Borrowing Base Certificate

[Natixis/ALS to provide]

EXHIBIT G

Agreed Upon Procedures

[See Attached]

APPENDIX A

PART I - DEFINITIONS

All terms defined in this Appendix shall have the defined meanings when used in the Basic Documents, unless otherwise defined therein.

Accountants’ Report: As defined in Section 5.02 of the Pooling and Servicing Agreement.

Accounting Date: With respect to a Distribution Date, the last day of the related Monthly Period, or, with respect to the Distribution Date, if any, that occurs in the same calendar month as the Closing Date, the close of business on the Closing Date.

Accounts: Has the meaning given to such term in Section 9-102(a) of the UCC.

Act: An Act as specified in Section 12.3(a) of the Indenture.

Additional PSA Assignment: The assignment substantially in the form of Exhibit A-2 to the Pooling and Servicing Agreement.

Adjusted Eurodollar Rate: On any day, an interest rate per annum equal to the quotient, expressed as a percentage and rounded upwards (if necessary) to the nearest 1/100 of 1%, obtained by dividing (i) LIBOR on such day by (ii) the decimal equivalent of 100% minus the Eurodollar Reserve Percentage on such day.

Adjusted Receivables Balance: As of any date of determination, the excess of (x) the then Gross Receivables Balance over (y) the sum of the Unpaid Balances of all Receivables owned by the Issuer that are not Eligible Receivables.

Administration Agreement: That certain Administration Agreement, dated as of June 26, 2009, among ALS, as Administrator, the Trust and the Indenture Trustee, as amended and supplemented from time to time.

Administrative Agent: As defined in the Note Purchase Agreement.

Administrative Loan: A Loan which the Servicer is required to purchase as of an Accounting Date pursuant to Section 3.08 of the Pooling and Servicing Agreement or which the Servicer has elected to repurchase as of an Accounting Date pursuant to Section 10.01 of the Pooling and Servicing Agreement.

Administrative Purchase Payment: With respect to a Distribution Date and to an Administrative Loan purchased as of the related Accounting Date, the Unpaid Balance of a Purchased Equipment Loan (as each such term is defined in the Purchase Agreement).

Administrator: ALS or any successor Administrator under the Administration Agreement.

Advances: Advances made on the Equipment Loan Notes and Receivables Notes in accordance with the Note Purchase Agreement.

Adverse Claim: A lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

Affiliate: With respect to any specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agency Office: The Bank of New York Mellon, 101 Barclay Street, 4 West, New York, New York 10286, Attention Asset Backed Securities Group/Alliance Laundry Equipment Receivables Series 2009-A/Antonio Vayas.

Agents: As defined in the Note Purchase Agreement.

Aggregate Equipment Loan Note Principal Balance: As of any date of determination, the sum of the Note Principal Balances of all Equipment Loan Notes then Outstanding.

Aggregate Initial Loan Balance: The sum of the Initial Loan Balances of the Loans as of the Initial Cutoff Date, which is $275,016,210.

Aggregate Loan Balance: The sum of the Loan Balances of all outstanding Loans (other than Defaulted Equipment Loans) held by the Trust, as of any date.

Aggregate Note Principal Balance: As of any date of determination, the sum of the Note Principal Balances for all Notes then Outstanding.

Aggregate Receivables Note Principal Balance: As of any date of determination, the sum of the Note Principal Balances of all Receivables Notes then Outstanding.

ALER: Alliance Laundry Equipment Receivables 2009 LLC, a Delaware limited liability company.

ALERT 2005 Transaction: That certain trade receivables and equipment loan funding facility pursuant to an Indenture, dated as of June 28, 2005, between Alliance Laundry Equipment Receivables Trust 2005-A and the Indenture Trustee, and all other documents related thereto.

ALH: Alliance Laundry Holdings LLC, a Delaware limited liability company.

ALS: Alliance Laundry Systems LLC, a Delaware limited liability company.

Alternative Rate: On any day, an interest rate per annum equal to fifty basis points (0.50%) per annum above the Adjusted Eurodollar Rate; provided, however, that the Alternative

2

Rate on any such day for the outstanding principal amount of any Advance, made by an Agent or a Noteholder associated with such Agent, allocated to an Interest Period shall be the Base Rate if (A)(i) on or before the third Business Day prior to such Interest Period, such Agent shall have notified the Indenture Trustee and the Issuer that a Eurodollar Disruption Event has occurred and is continuing and (ii) as a result thereof, such Advance was funded by such Agent and its associated Noteholders, as the case may be, by a source of funds for which interest is determined by reference to the Base Rate or (B) an Interest Period is commenced as a result of the events described in the proviso to the definition of Interest Period.

Annual Percentage Rate: With respect to a Loan, the annual rate of finance charges stated in such Loan, stated as a percentage.

Applicable Law: With respect to any Person, all existing laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority and judgments, decrees, injunctions, writs, or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction applicable to such Person.

Applicable Margin: As defined in the Applicable Margin Fee Letter.

Applicable Margin Fee Letter: The letter agreement among the Issuer, the Noteholders and the Indenture Trustee.

Assignment: Any Initial Assignment or Subsequent Assignment.

Assignment of Proceeds Receivables: A Receivable owing from a distributor that is to be repaid from the Proceeds of a Loan.

Authorized Officer: With respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

Available Amount: Either or both, as the context may require, of the Equipment Loan Available Amount or the Receivables Available Amount.

Available Drawing Amount: As of any date of determination, an amount equal to the product of (x) ten percent (10%) or such lesser percentage (subject to a floor of 5.75%) as is necessary to ensure that both the Equipment Loan Required Credit Support and the Receivables Required Credit Support are fully covered with no resulting Borrowing Base Shortfall at such time and (y) the sum of (i) the Equipment Loan Collateral Value as of the most recent Equipment

3

Loan Borrowing Date or Distribution Date and (ii) the Receivables Collateral Value as of the most recent Receivables Borrowing Date or Distribution Date; provided, however, that upon the occurrence of an Event of Default or Rapid Amortization Event, the Equipment Loan Collateral Value and the Receivables Collateral Value, as the case may be, for purposes of the preceding sentence, shall be determined as of the Accounting Date immediately prior to the occurrence of such event; and provided, further, that the Available Drawing Amount shall be subject to adjustment pursuant to Section 3.27(f) of the Indenture.

Notwithstanding the foregoing, at all times on and after the Loan Conversion Date (except for such designation being due to the operation of clause (x) of the definition thereof) the amount set forth in this definition of Available Drawing Amount shall be equal to the sum of (A) the greater of (i) 5.75% of the Net Equipment Loans Balance, as of the Loan Conversion Date or (ii) ten percent (10%) of the Net Equipment Loans Balance or such lesser percentage as is necessary to ensure that the Equipment Loan Required Credit Support is fully covered with no resulting Borrowing Base Shortfall at such time and (B) ten percent (10%) of the Receivables Required Credit Support or such lesser percentage as is necessary to ensure that the Receivables Required Credit Support is fully covered with no resulting Borrowing Base Shortfall at such time.

Backup Servicer: The entity designated as such pursuant to Section 3.13 of the Pooling and Servicing Agreement; initially, Lyon.

Backup Servicer Fee: The amount payable to the Backup Servicer pursuant to Section 6 of the Backup Servicing Agreement.

Backup Servicing Agreement: Initially, the Backup Servicing Agreement, dated as of June 26, 2009, among the Servicer, the Issuer, the Indenture Trustee and Lyon; and any successor Backup Servicing Agreement entered into among the entity designated as Backup Servicer pursuant to 3.13 of the Pooling and Servicing Agreement, the Servicer, the Issuer and the Indenture Trustee.

Balloon Loan: Any Loan for which the principal portion of the final Scheduled Payment for such Loan exceeds the principal amount of the Scheduled Payment for the prior month.

Base Rate: On any date, a fluctuating rate of interest per annum equal to the highest of (i) the rate of interest in effect for such day as publicly announced from time to time by the applicable Managing Agent as its “prime rate” for such day, (ii) the Federal Funds Rate plus one-half of one percent (0.50%) per annum, and (iii) if the certification described in part (b) of the definition of Eurodollar Disruption Event is in effect (except when the Adjusted Eurodollar Rate is unavailable during the circumstances in part (a) or part (c) of such definition), the sum of the (x) Adjusted Eurodollar Rate plus one-half of one percent (0.50%) per annum plus (y) the Market Disruption Spread.

Basic Documents: The Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Pooling and Servicing Agreement, any Assignment, the Custodial Agreement, the Administration Agreement, the Indenture, the Note Purchase Agreement, the LLC Agreement, the Certificate of Formation of the Transferor, the Backup Servicing Agreement, any Interest Rate Cap Agreements, the Applicable Margin Fee Letter, the Lockbox Agreements, the Control Agreement and the other documents and certificates delivered in connection therewith.

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Beneficiaries: The Noteholders and the Administrative Agent.

Borrowing Base Certificate: The certificate substantially in the form of Exhibit F to the Pooling and Servicing Agreement.

Borrowing Base Shortfall: As of any date of determination, either or both, as the context may require, of a Loan Borrowing Base Shortfall or a Receivables Borrowing Base Shortfall.

Business Day: Any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York or Chicago, Illinois or, if a successor Servicer shall have been appointed, the location of the successor Servicer’s principal banking institution may, or are required to, remain closed.

Business Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

Canadian Translation Premium: An amount equal to the adjustment associated with the translation of the Equipment Loans denominated in Canadian dollars to Dollars.

Carrying Cost Reserve: As defined in Section 6.04(d) of the Pooling and Servicing Agreement.

Certificate: As defined in the Trust Agreement.

Certificate Distribution Account: As defined in the Trust Agreement.

Certificate of Formation: The certificate of formation of the Transferor to be filed for the Transferor pursuant to and in accordance with the Delaware Limited Liability Company Act.

Certificate of Trust: The certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement to be filed for the Trust pursuant to Section 3810(a) of the Business Trust Statute.

Certificate Register: As defined in the Trust Agreement.

Certificateholder: As defined in the Trust Agreement.

Change of Control: Either one of the following:

(a) the failure of the Transferor to own, free and clear of any Adverse Claim and on a fully diluted basis, 100% of the outstanding Equity Interests of the Issuer; or

(b) the failure of ALS to own, free and clear of any Adverse Claim and on a fully diluted basis, at least 100% of the outstanding Equity Interests of the Transferor.

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Chargebacks: The sum of the Unpaid Balances of all Receivables of an Obligor created in connection with the partial payment of previously existing Receivables of such Obligor.

Chattel Paper: Has the meaning given to such term in Section 9-102(a) of the UCC.

Closing Date: June 26, 2009.

Code: The Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder.

Collateral: The Trust Estate.

Collateral Documents: As defined in Section 2.09 of the Pooling and Servicing Agreement.

Collateral Value: The sum of (A) the Equipment Loan Collateral Value and (B) the Receivables Collateral Value.

Collection Accounts: Collectively, the Loan Collection Account and the Receivables Collection Account.

Collections: As defined in the Purchase Agreement.

Commercial Paper: Commercial paper issued by, or on behalf of, a CP Conduit in order to fund or maintain its interest in a Note.

Consolidated Interest Coverage Ratio: As defined in the Credit Agreement; provided, that if the Credit Agreement is replaced, the “Consolidated Interest Coverage Ratio” shall be calculated as defined in such replacement facility (as amended) unless such replacement facility (as amended) does not contain such corresponding ratio. If, at any time, the Servicer has not entered into such a replacement facility or such replacement facility does not contain corresponding ratios, the Servicer shall maintain the Consolidated Interest Coverage Ratios set forth in Section 3.07 of the Pooling and Servicing Agreement as if the Credit Agreement remained in full force and effect.

Consolidated Leverage Ratio: As defined in the Credit Agreement; provided, that if the Credit Agreement is replaced, the “Consolidated Leverage Ratio” shall be calculated as defined in such replacement facility (as amended) unless such replacement facility (as amended) does not contain such corresponding ratio. If, at any time, the Servicer has not entered into such a replacement facility or such replacement facility does not contain corresponding ratios, the Servicer shall maintain the Consolidated Leverage Ratios set forth in Section 3.07 of the Pooling and Servicing Agreement as if the Credit Agreement remained in full force and effect.

Contingent Fees: As of any Distribution Date, any excess of the amount equal to the Receivables Fee not paid by the Issuer pursuant to Sections 8.2(f)(i)(8) and 8.2(f)(ii)(8) of the Indenture and any excess amount equal to the Equipment Fee not paid by the Issuer pursuant to Sections 8.2(c)(10) and 8.2(d)(10) of the Indenture, as applicable.

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Contra Allowance: During any quarterly period, the highest month-end balance during the preceding quarter of Receivables owing from Obligors with respect to which the Originator owes off-setting amounts payable (measured to the extent of such offset). The Contra Allowance for the period from the Closing Date through June 30, 2009 shall equal $245,457. Further, the Contra Allowance for the quarter beginning on July 1, 2009 shall be measured by the highest month-end balance during the period from April 1, 2009 to June 30, 2009.

Contract Management System: All computerized electronic contract management systems maintained by the Servicer for all Loans, Receivables and other agreements similar to the Loans and the Receivables.

Contracts: Has the meaning given to such term in Section 9-102(a) of the UCC.

Control Agreement: As defined in Section 6.07(b) of the Pooling and Servicing Agreement.

Conversion Date: Either or both, as the context may require, of the Loan Conversion Date or the Receivables Conversion Date.

Corporate Trust Office: With respect to the Indenture Trustee or the Owner Trustee, the principal office at which at any particular time the corporate trust business of the Indenture Trustee or Owner Trustee, respectively, shall be administered, which offices at the Closing Date are located, in the case of the Indenture Trustee, at The Bank of New York Mellon, 101 Barclay Street, 4 West, New York, New York 10286, Attention Asset Backed Securities Group/Alliance Laundry Equipment Receivables Series
2009-A/Antonio Vayas., (fax) 212-815-2493, and in the case of the Owner Trustee, at Wilmington Trust Company, Rodney Square North, 1100 North Market Street CFS, Ninth Floor, Wilmington, Delaware 19890, Attn: Corporate Trust Administration.

Cost of Funds Rate: With respect to (i) any Advance funded by a CP Conduit via the issuance of Commercial Paper, the CP Rate and (ii) any Advance not funded by a CP Conduit via the issuance of Commercial Paper, the Alternative Rate.

CP Conduit: As defined in the Note Purchase Agreement.

CP Rate: With respect to any Advance held by a CP Conduit for all or part of any Interest Period, a per annum rate equal to the weighted average cost (as determined by such CP Conduit or its administrator and notified to the Administrative Agent, and which shall include commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper issued by or with respect to such CP Conduit maturing on dates other than those on which corresponding funds are received by such CP Conduit and any other costs associated with the issuance of such Commercial Paper, estimates of commercial paper rates for the period from the end of any Interest Period through the related Distribution Date and good faith increases and decreases of cost of funds to reflect overestimation or underestimation of commercial paper rates for prior periods) of or related to the issuance of Commercial Paper issued by or with respect to such CP Conduit and other borrowings by such CP Conduit (including sales of interests in any Advance or the related Notes by such CP Conduit to and any borrowings by such CP Conduit from, its Support Party (as defined in the Note Purchase

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Agreement)) that are allocated, in whole or in part, by such CP Conduit or its administrator to fund or maintain any portion of any Advance or the related Notes (and which may be also allocated in part to the funding of other assets of such CP Conduit); provided, that if any component of such rate is a discount rate, in calculating the “CP Rate” for any portion of the Advances for such Interest Period, such CP Conduit shall for such component use the rate resulting from converting such discount rate to an interest-bearing equivalent rate per annum.

Credit Agreement: The Credit Agreement, dated as of January 27, 2005, among the Servicer, Alliance Laundry Holdings LLC, ALH Finance LLC, Lehman Brothers Inc., as Sole Adviser, Sole Lead Arranger, and Sole Bookrunner, The Bank of Nova Scotia, as Syndication Agent, Royal Bank of Canada and LaSalle National Bank, as Documentation Agents, and Lehman Commercial Paper Inc., as Administrative Agent, as amended, restated, modified or supplemented through the Closing Date but not thereafter (without any waivers thereto), a true and complete copy of which is attached to the Pooling and Servicing Agreement as Appendix C.

Credit and Collection Policy: Either or both, as the context may require, of the Loan Credit and Collection Policy and the Receivables Credit and Collection Policy.

Credit Rewrite Equipment Loan: A delinquent Equipment Loan which is rewritten for credit reasons related to the Obligor thereof and with respect to which (i) such delinquent Equipment Loan is deemed to have been paid in full with the Proceeds of a new Equipment Loan made to such Obligor or a new Obligor, (ii) a new loan number is assigned and (iii) such new Equipment Loan satisfies the requirements of an Eligible Equipment Loan.

Custodial Agreement: The Custodial Agreement, dated as of June 26, 2009, among the Custodian, the Servicer and the Indenture Trustee, as amended or supplemented or replaced from time to time.

Custodian: The custodian named from time to time in the Custodial Agreement; initially, Bank of America, N.A.

Custodian Fee: Has the meaning set forth in the letter agreement between the Custodian and the Servicer.

Custodian Receipt Certification: The receipt delivered by the Custodian to the Indenture Trustee certifying that all Collateral Documents pertaining to a Loan have been received by the Custodian.

Daily Carrying Costs: For each day, an amount equal to the product of (x) the Yield Reserve and (y) the Collections received in the Receivables Collection Account on such day.

Days Sales Outstanding — Receivables: For any Monthly Period, an amount equal to the product of (x) a fraction, the numerator of which is (a) the ending accounts receivable balance at the end of such period and the denominator of which is (b) the aggregate amount of Receivables originated in such Monthly Period and the previous two (2) Monthly Periods and (y) the number of calendar days in such three (3) month period.

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Default: Any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

Default Ratio — Equipment Loans: For any Monthly Period a fraction (expressed as a percentage) equal to (i) the Aggregate Loan Balance of Loans which first became Defaulted Equipment Loans during such Monthly Period divided by (ii) the Aggregate Loan Balance of the Trust as of the first day of such Monthly Period.

Default Ratio — Loss Reserve: As of the related Accounting Date, a fraction (expressed as a percentage) the numerator of which is the sum, without duplication, of (i) the aggregate outstanding balance of all Receivables that were unpaid for more than ninety (90) days but less than or equal to one hundred twenty (120) days past the dates on which they were due as of such Accounting Date and (ii) the aggregate outstanding balance of all Receivables that have been written off (or should have been written off in accordance with the Credit and Collection policy) in the Monthly Period, less recoveries received during such Monthly Period, and the denominator of which is the aggregate amount of all Receivables originated in the Monthly Period which ended seven months immediately prior to such Accounting Date. For purposes of calculating the Default Ratio — Loss Reserve, the term Receivables when used in reference to periods prior to the Closing Date shall mean all of the trade receivables owned by Alliance Laundry Equipment Receivables Trust 2005-A.

Default Ratio — Receivables: As of the related Accounting Date, a fraction (expressed as a percentage) the numerator of which is the sum, without duplication, of (i) the aggregate outstanding balance of all Receivables that were unpaid for more than ninety (90) days but less than or equal to one hundred twenty (120) days past the dates on which they were due as of the end of such Monthly Period, (ii) the aggregate outstanding balance of all Receivables owing from Obligors which became the subject of an Insolvency Event during such Monthly Period, and (iii) the aggregate outstanding balance of all Receivables that have been written off (or should have been written off in accordance with the Receivables Credit and Collection Policy) in such Monthly Period less recoveries received during such Monthly Period and the denominator of which is the Net Receivables Balance on such date.

Default Step-Up Amount: An amount of interest that would accrue on the Receivables Notes or the Equipment Loan Notes, as applicable, using two percent (2%) per annum as the rate of interest.

Defaulted Equipment Loan: Any Equipment Loan as to which (1) the Servicer (a) has reasonably determined in accordance with its Servicing Standard that eventual payment of amounts owing on such Loan is unlikely, (b) has repossessed the Equipment or other collateral securing such Loan, or (2) any related Scheduled Payment is at least ninety (90) days past due, or (3) is owed by an Obligor which is the subject of an Insolvency Event or (4) consistent with the Loan Credit and Collection Policy, there has been, or is required to be, a Write-Off.

Defaulted Receivable: A Receivable: (i) as to which any payment, or part thereof, remains unpaid for more than ninety (90) days from the date on which it was due, (ii) as to which is owed by an Obligor which is the subject of an Insolvency Event or (iii) which, consistent with the Receivables Credit and Collection Policy, there has been, or is required to have been, a Write-Off.

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Delinquency Ratio — Equipment Loans: For any Monthly Period, the fraction (expressed as a percentage) equal to (i) the Aggregate Loan Balance of Loans which, during such Monthly Period, first became unpaid for sixty-one (61) days past their due dates, divided by (ii) the Aggregate Loan Balance as of the first day of such Monthly Period.

Delinquency Ratio — Receivables: For any Monthly Period, the fraction (expressed as a percentage) determined as of the related Accounting Date by dividing (i) the outstanding balance of all Receivables that are Delinquent Receivables on such date by (ii) the aggregate Net Receivables Balance on such date.

Delinquent Receivable: A Receivable which is not a Defaulted Receivable, which remains unpaid for more than sixty (60) days but less than or equal to ninety (90) days from the due date, or which would be classified as delinquent pursuant to the Originator’s Receivables Credit and Collection Policy.

Delivery and Acceptance Receipt: As defined in the Custodial Agreement.

Deposit Account: Has the meaning given to such term in Section 9-102(a) of the UCC.

Designated Accounts: The Collection Accounts and the Reserve Account, collectively.

Determination Date: The day that is the fifth (5^th) Business Day of each month, beginning on August 7, 2009.

Diluted Receivable: The portion of any Receivable which is reduced or canceled as a result of or subject to any Dilution. The Seller shall be deemed to have received a collection of each Diluted Receivable on the day such Dilution occurs.

Dilution: Any reduction in the balance of a Receivable issued by any Seller to an Obligor on account of discounts, incorrect billings, incentive payments, credits, rebates (including volume rebates), setoffs, allowances, disputes, chargebacks, returned or repossessed goods, allowances for early payments or any other reduction in the balance of a Receivable for any other reason unrelated to the inability of the Obligor to pay the Receivable.

Dilution Horizon Ratio: For any Monthly Period, an amount equal to the sum of the Receivables originated in such Monthly Period and the immediately preceding Monthly Period, divided by the Net Receivables Balance on the related Accounting Date. For the purpose of calculating the Dilution Horizon Ratio, the term Receivables, when used in reference to periods prior to the Closing Date, shall mean all the trade receivables owned by Alliance Laundry Equipment Receivables Trust 2005-A.

Dilution Ratio — Receivables: For any Monthly Period, a fraction (expressed as a percentage) determined as of the last day of such Monthly Period by dividing (i) the portion of all Receivables which became Diluted Receivables during such Monthly Period (except for those due to the “meet comp” allowance for Coinmach Corporation) by (ii) the aggregate amount of all

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Receivables originated in the Monthly Period which ended two months immediately prior to such current Monthly Period. For purposes of calculating the Dilution Ratio — Receivables, when used in reference to periods prior to the Closing Date, shall mean all of the trade receivables owned by Alliance Laundry Equipment Receivables Trust 2005-A.

Dilution Reserve: As calculated in each Servicer’s Certificate relating to the most recently ended Monthly Period, the percentage resulting from the following formula:

((2.25 x ED) + ((DS - ED) x (DS / ED))) x DHR

where:

ED = Expected Dilution for such Monthly Period

DS = Dilution Spike for such Monthly Period

DHR = Dilution Horizon Ratio for such Monthly Period

Dilution Spike: For any Monthly Period, the highest rolling two-month average Dilution Ratio — Receivables calculated during the twelve (12) Monthly Periods ending on the related Accounting Date.

Distribution Date: The eighth (8^th) Business Day of each month, beginning on August 12, 2009.

Documents: Has the meaning given to such term in Section 9-102(a) of the UCC.

Dollars: The lawful currency of the United States of America.

Domestic Lockbox Agreement: The Deposit Account Control Agreement dated as of June 26, 2009, among the Servicer, the Issuer, the Indenture Trustee and Bank of America, N.A.

Domestic Person: Any Person that is organized under the laws of the United States or any State thereof, or has a place of business located in the United States or otherwise is subject to the jurisdiction of one or more civil courts of the United States (other than by reason of contractual submission to such jurisdiction).

Domestic Receivables: Receivables generated by US entities.

Domestic Receivables Lockbox: The post office box specified in the Domestic Lockbox Agreement relating to the Domestic Receivables.

Domestic Receivables Lockbox Account: As defined in Section 6.02 of the Pooling and Servicing Agreement.

Drawing Certificate: A completed drawing certificate substantially in the form attached to the Letter(s) of Credit delivered on the Closing Date.

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Effective Receivables Commitment: As of any date of determination, an amount equal to the Receivables Commitment minus the excess, if any, of the outstanding Aggregate Equipment Loan Note Principal Balance over $270,000,000.

Eligible Bank: Either (a) a banking institution capable of issuing or confirming an Eligible Letter of Credit, the unsecured long-term senior debt obligations (or long-term deposits) of which are rated “A+” or better by S&P or “A1” or better by Moody’s or (b) such other banking, financial or similar institution acceptable to the Special Required Noteholders (such approval not to be unreasonably withheld upon receipt by the Noteholders of notices from S&P and Moody’s that their respective ratings on the Notes will not be withdrawn or lowered as a result of the Trust obtaining such Letters of Credit from such institution).

Eligible Cap Provider: Any of the following: (A) any Person acceptable to the Special Required Noteholders that itself has, or whose Credit Support Provider (as defined in the relevant Interest Rate Cap Agreement) has, (x) a short-term unsecured debt rating of at least “A-1/P-1” (or the equivalent) from the applicable Rating Agency and (y) a long-term unsecured debt rating of at least “AA-”/“Aa3” (or the equivalent) from the applicable Rating Agency or (B) any counterparty that is otherwise acceptable to the Special Required Noteholders.

Eligible Deposit Account: A segregated account with an Eligible Institution.

Eligible Equipment Loan: At any time, an Equipment Loan that satisfies all of the following criteria or that is otherwise permitted by the Special Required Noteholders as an Eligible Equipment Loan:

(a) it is secured by a first priority perfected security interest in the Equipment;

(b) it is not a Defaulted Equipment Loan;

(c) no payment is more than sixty (60) days past due on the date on which such Equipment Loan is acquired by the Issuer, and the related Obligor is not then subject to an Insolvency Event; provided that, Loans previously financed in the ALERT 2005 Transaction that are more than sixty (60) but less than ninety (90) days delinquent when sold to the Trust will not be ineligible solely as a result of this clause (c) so long as such related Obligor is not subject to an Insolvency Event;

(d) it is not more than ninety (90) days delinquent; provided that, loans that are more than ninety (90) days delinquent may be transferred to the Trust but shall remain ineligible;

(e) it does not have a Loan Balance of more than $1,500,000;

(f) it has an original term of not less than twelve (12) months and not more than one hundred eight (108) months; provided that, Loans previously financed in the ALERT 2005 Transaction with an original term of not more than one hundred twenty (120) months will not be ineligible solely as a result of this clause (f), but will be treated as having a Loan Balance equal to the sum of all principal payments scheduled to be made on or prior to the date that is one hundred eight (108) months from the Closing Date;

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(g) it is not secured by any Common Collateral (as defined in Section 5.1(k)(1) of the Purchase Agreement);

(h) the principal place of business of the related Obligor is located in either the United States, United States territories that have adopted the Uniform Commercial Code or Canada (but, with respect to Canada, only if the principal place of business of the related Obligor is in a province that is governed by the Personal Property Securities Act);

(i) it is denominated in Dollars or Canadian dollars; provided that, if it is denominated in Canadian dollars, it shall be expressed in Dollars pursuant to the Canadian Translation Premium;

(j)(a) if it has a fixed interest rate, it must have an effective interest rate over its life of not less than 8.0% per annum and not greater than 22.0% per annum; and (b) if it has a variable interest rate, it must have an effective interest rate over its life based on the prime rate and the margin over the prime rate on such loan must not be less than 1.00%;

(k) the written and electronic information (including the information provided on the Funding Date Data Report and the Schedule of Loans) provided by the Originator, the Transferor and the Servicer to the Issuer, the Administrative Agent, or the Indenture Trustee with respect to any Equipment Loan and the Equipment subject to such Equipment Loan is true and correct in all material respects;

(l) the representations and warranties set forth in Section 3.1 of the Purchase Agreement are true and correct, to the extent such are applicable, to such Equipment Loan;

(m) no provision of such Loan has been waived, altered or modified in any respect more than once since origination (except as permitted under the Excess Loan Concentration Amount);

(n) it constitutes “chattel paper” as defined under the UCC;

(o) the Obligor is an Eligible Obligor, and either an individual or is organized under the laws of any state of the United States or any province of Canada and is acquiring Equipment for commercial and not personal, family or household use;

(p) it does not require prior written consent of an Obligor for, or contain any restriction on, its transfer or assignment;

(q) unless the Initial Loan Balance was $25,000 or less in conformance with the applicable provisions of the Credit and Collection Policy, its Obligor is required to maintain casualty insurance with respect to the related collateral in an amount at least equal to the Initial Loan Balance; provided, however, that Loans with route operators as the Obligor will be exempt from this requirement to the extent that the Obligor has less than $25,000 of Equipment per location;

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(r) it is not subject to any guarantee by the Originator or any affiliate of the Originator, the Obligor is not an affiliate of the Originator, and neither the Servicer nor the Originator has established any specific credit reserve that relates solely to the related Obligor;

(s) it provides that the lender party providing the financing thereunder, may accelerate all remaining Scheduled Payments (subject to all applicable grace periods) if a payment default occurs under such Loan;

(t) it is not a “lease” as defined in Section 2A-103 (1)(j) of the UCC and it is not a lease intended as a security interest within the meaning of Section 1-201(37) of the UCC; the Equipment covered thereby is not a “fixture” as defined in the applicable UCC;

(u) with respect to it, the Originator has no material performance obligation in favor of the Obligor, and the Obligor is solely responsible for all maintenance, repairs and taxes to be paid with respect to the related Equipment;

(v) it provides for Scheduled Payments that fully repay the amount financed over its term;

(w) other than up to an initial one hundred twenty (120) day deferral period, if any, it provides that the Obligor thereunder is required to make at least one (1) Scheduled Payment per month during the term of the Loan;

(x) the assets financed pursuant to and which secure such Loan consist primarily of commercial stand alone laundry equipment and related accessories and leasehold improvements;

(y) with respect to all Loans having an Obligor which is a laundromat, Loans with an Initial Loan Balance in excess of $100,000 per location (or such lesser amount as is required in the Credit and Collection Policy), the owner of any real property (and mortgage thereon) on which the Equipment is located has, by written consent, waived any liens or claims thereon. If the location is leased, the landlord has, by written consent, waived any liens or claims thereon and, when obtained, agreed to permit the Originator or its appointee to take over and operate the leased premises and assume or sublet the lease;

(z) all Equipment associated with each Loan has been delivered, inspected, installed, is in good working condition, free of all disputes, claims or encumbrances, and either (A) such Equipment has been accepted by the Obligor as satisfactory or (B) as of the Determination Date, the Obligor has made at least one Scheduled Payment;

(aa) the Obligor has irrevocably waived any claim or offset against the Originator and recognized the Originator’s right to enforce the Loan according to it terms free of any defenses, offsets or counterclaims, and the Obligor is obligated to pay all scheduled principal and interest on the Loan regardless of the performance of the related Equipment;

(bb) the Loan Balance is net of any prepayments and security deposits;

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(cc) it is substantially in the form of one of the forms attached to the Pooling and Servicing Agreement or otherwise approved in writing by the Administrative Agent (acting at the direction of the Special Required Noteholders);

(dd) if any Scheduled Payment for such Loan does not include a component allocable to the repayment of principal of such Loan, such loan does not permit such “interest only” Scheduled Payments for more than twenty-four (24) months;

(ee) with respect to (a) any Loan transferred on the Closing Date, the Collateral Documents for such Loan have been certified as complete and without Exception (as defined in the Custodial Agreement) by the Custodian on the Closing Date and (b) any Loan transferred to the Issuer after the Closing Date, the Collateral Documents for such Loan have been certified as complete and without Exception (as defined in the Custodial Agreement) by the Custodian no later than 3:00 p.m. New York City time on the Business Day prior to, and as a condition to the funding of the Equipment Loan under the Indenture on, the applicable Equipment Loan Borrowing Date;

(ff) the UCC filing with respect to such Equipment Loan was made prior to or within twenty (20) days of the date on which the Obligor receives such Equipment;

(gg) the terms of such Equipment Loan provide that a default by the Obligor under any Loan originated by the Originator (or, in the case of any Loan originated by an Affiliate of the Originator, any default that allows the holders of such Loan to accelerate its maturity) will result in a default under such Equipment Loan;

(hh) the Obligor is required to remit payment to the Equipment Lockbox Account;

(ii) the Loan shall be in conformance with the applicable provisions of the Credit and Collection Policy; and

(jj) it is not a Balloon Loan that is additionally considered an Interest Only Loan; provided that, Loans previously financed in the ALERT 2005 Transaction that are Interest Only Loans will not be ineligible solely as a result of this clause (jj).

Eligible Institution: A depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), (A) which has either (1) a long-term unsecured debt rating of at least “A+” from S&P and “A1” from Moody’s or (2) a short-term unsecured debt or certificate of deposit rating of at least “A-1” from S&P and “P-1” from Moody’s, (B) whose deposits are insured by the FDIC and (C) having a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

Eligible Investments: Book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America;

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(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or state banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

(c) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby;

(d) investments in money market or common trust funds having a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby (including funds for which the Indenture Trustee or the Owner Trustee or any of their respective affiliates is investment manager or advisor, so long as such fund shall have such rating);

(e) bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (A) a depository institution or trust company (acting as principal) described in clause (ii) or (B) a depository institution or trust company the deposits of which are insured by FDIC or (y) the counterparty for which has a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations, the collateral for which is held by a custodial bank for the benefit of the Trust or the Indenture Trustee, is marked to market daily and is maintained in an amount that exceeds the amount of such repurchase obligation, and which requires liquidation of the collateral immediately upon the amount of such collateral being less than the amount of such repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall);

(g) commercial paper notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations; and

(h) any other investment permitted by each of the Rating Agencies,

in each case, other than as permitted by the Rating Agencies, maturing not later than the Business Day immediately preceding the next Distribution Date.

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Eligible Letter of Credit: Any irrevocable, transferable, unconditional, direct-pay standby letter of credit (a) that (i) is issued and confirmed by an Eligible Bank for the benefit of the Indenture Trustee; provided that, subject to the ratings floor set forth in the first proviso to Section 3.27(d) of the Indenture, any such Letter of Credit described in this clause (a)(i) shall not cease to be an Eligible Letter of Credit if only one of either the issuing or the confirming bank, as applicable, no longer meets the ratings threshold set forth in the definition of Eligible Bank or (ii) is issued by a bank in the event such bank has a long-term credit rating of at least “AA” by S&P or “Aa2” by Moody’s and a short-term credit rating of at least “A-1” by S&P or “P-1” by Moody’s, (b) that either has a stated expiration date of not earlier than the Final Scheduled Distribution Date or permits drawing thereon on non-renewal thereof, at least sixty (60) days prior thereto (c) that may be drawn at sight upon at the principal offices of the Eligible Bank as the same shall be designated from time to time by notice to the Indenture Trustee pursuant to the terms of such letter of credit, (d) which is payable in Dollars in immediately available funds in an amount, in the aggregate with all other Eligible Letters of Credit, of not less than the Available Drawing Amount, (e) that is governed by the Uniform Customs and Practice for Documentary credits (1993 Revision), International Chamber of Commerce Publication No. 500 (the “UCP”), and any amendments or revisions thereto, except for waivers with respect to (A) the time periods in Articles 13(b) and 14(d)(i) of the UCP, (B) the application of Article 17 of the UCP and (C) any provisions of Article 48 of the UCP invalidating transfers made in accordance with clause (g) below, and, to the extent not governed thereby, the laws of the State of New York, except for waiver of Section 5-112 of the New York Uniform Commercial Code, (f) that may be transferred by the Indenture Trustee, without a fee payable by the Indenture Trustee to any replacement Indenture Trustee appointed in accordance with the terms of the Indenture, and (g) that otherwise contains terms and conditions that are acceptable to the Special Required Noteholders; provided that a Letter of Credit made ineligible by the occurrence of a downgrade of the financial institution that issued or confirmed such Letter of Credit set forth in Section 4.1(c) of the Indenture shall remain an Eligible Letter of Credit during the applicable grace period set forth in such Section. Notwithstanding any of the foregoing, cash or alternative collateral posted by the Issuer and then on deposit in the Reserve Account pursuant to Section 3.27 of the Indenture shall be deemed to be an acceptable substitute to an Eligible Letter of Credit.

Eligible Obligor: At any time, an Obligor that satisfies all of the following criteria:

(a) it is not an Affiliate of ALS; and

(b) no Insolvency Event had occurred and was continuing with respect to such Obligor as of the end of the most recent Monthly Period and is continuing.

Eligible Receivable: At any time, a Receivable:

(a) that arose from a bona fide sale of goods or services by a Seller in the ordinary course of its business;

(b) that represents the legal, valid and binding bona fide obligation of the Obligor, to pay the stated amount;

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(c) that constitutes an “account” or “general intangible” as defined in the UCC;

(d) the Obligor of which is an Eligible Obligor, and is not owing from any party that is an Affiliate of the Originator;

(e) that arises under a Contract that does not require the Obligor of such Contract or any other Person to consent to the sale, assignment or transfer of, and the granting of a security interest in such Contract;

(f) that is denominated and payable only in Dollars;

(g) that arises under a Contract that has been duly authorized and that, together with such Receivable, is in full force and effect and represents the legal, valid and binding obligation of the Obligor of such Receivable enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(h) is not subject to any right of rescission, encumbrance, lien, security interest, charge, express right of set-off (or the Obligor is not currently exercising set off), dispute, counterclaim, defense, or other right or claim of any third-party;

(i) that, together with the Contract related thereto, was created without any fraud or misrepresentation and was created in accordance with, and conforms in all material respects with, all applicable laws, rules, regulations, orders, judgments, decrees and determinations of all courts and other governmental authorities (whether Federal, state, local or foreign and including usury laws);

(j) that satisfies in all material respects the applicable requirements of the Receivables Credit and Collection Policy of the applicable Transferor as in effect on its date of origination;

(k) that has not been compromised, adjusted, satisfied, subordinated, rescinded, impaired or modified (other than as permitted under the Excess Receivables Concentration Amount or the granting of any discounts, allowances or credits);

(l) that is not a Defaulted Receivable;

(m) the Obligor is required to remit payment to the Receivables Collection Account or a Lockbox Account;

(n) that arises under a Contract that is governed by the laws of a state of the United States and which is substantially similar to one of the forms attached approved by the Administrative Agent (acting at the direction of the Special Required Noteholders) and that remains in full force and effect;

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(o) that arises out of a “current transaction” within the meaning of the Securities Act of 1933, as amended;

(p) that pursuant to its Contract, is required to be paid in full no later than one hundred eighty (180) days from the original invoice date therefor;

(q) that pursuant to its Contract, has no outstanding performance obligations (e.g. shipment of goods or rendering of services) on the part of the originator under such Receivable;

(r) all written and electronic information in respect of such Receivable set forth in the Schedule of Receivables and the Funding Date Data Pool Report is true and correct in all material respects and such Receivable and all accompanying documents are complete and authentic and all signatures thereon are genuine;

(s) following the transfers contemplated by the Purchase Agreement and the Pooling and Servicing Agreement, the Issuer holds good and indefeasible title to, and is the sole owner (or assignee) of such Receivable, and such Receivable is not subject to any Liens, other than Permitted Adverse Claims; and

(t) all taxes, other than sales taxes that are not yet required to be remitted to the relevant taxing authority, of any nature or description whatsoever relating to such Receivable that are due and owing have been paid in full.

Equipment: The stand alone commercial laundry equipment and related accessories, including any additions, substitutions or accessions thereto, securing an Obligor’s indebtedness under a Loan, other than pursuant to cross collateralization provisions in such Loan as described in clause (d) of the definition of Exempt Collateral. A Loan may be secured by one or more items of Equipment.

Equipment Fee: For each Distribution Date and each Noteholder, an amount equal to the sum, for each day during the related Interest Period, of an amount equal to the aggregate, for all Advances under the Equipment Loan Notes then outstanding, equal to the sum of (a) the product of (i) the principal amount of such Advance (or a portion thereof), (ii) a rate equal to the sum of (x) the Cost of Funds Rate on such day and (y) the Applicable Margin and (iii) 1/360; plus (b) either (i) if such day is subsequent to the occurrence of an Event of Default, an additional amount equal to the Default Step-Up Amount or (ii) if such day is subsequent to the occurrence of a Rapid Amortization Event (other than a Rapid Amortization Event caused by an Event of Default), an additional amount equal to the Rapid Amortization Step-Up Amount.

Equipment Loan: Shall mean a Loan.

Equipment Loan Advance Rate: An amount equal to a fraction (expressed as a percentage) the numerator of which is equal to the Equipment Loan Borrowing Base and the denominator of which is equal to the Equipment Loan Collateral Value.

Equipment Loan Available Amount: For any Distribution Date, with respect to the related Monthly Period, or with respect to the first Distribution Date, the period from and

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including the initial Loan Cutoff Date to the last day of the related Monthly Period, the sum of, without duplication, (1) all Collections on the Loans received by or on behalf of the Trust, (2) all Liquidation Proceeds, Insurance Proceeds, Proceeds from casualty loss, Guarantees and early termination charges to the extent received by the Trust, (3) all Servicer Advances on the Equipment Loans other than payments made with respect to fees owing under the Lockbox Agreement, (4) the Warranty Payment, the Administrative Purchase Payment or the Optional Purchase Price of each Loan that the Transferor or Originator repurchased or the Servicer purchased during such related Monthly Period, (5) any Prepayment with respect to Loans, (6) any amounts drawn from the Reserve Account but solely to the extent available to pay interest and principal pursuant to Section 8.2(h) of the Indenture, (7) any amounts drawn from the Yield Supplement Account but solely to the extent available to pay interest pursuant to Section 8.2(h) of the Indenture, (8) any amount drawn from the Letters of Credit but solely to the extent available to pay interest and principal pursuant to Section 8.2(h), (9) earnings on amounts in the Accounts and (10) any payments received from an Interest Rate Cap Provider.

Equipment Loan Borrowing Base: As of any date of determination, the then amount equal to the sum of (A) product of (i) 100% minus the Equipment Loan Required Credit Support and (ii) the Equipment Loan Collateral Value, (B) the Equipment Loan LC Amount including amounts drawn pursuant to Sections 3.27(d) and 3.27(e) of the Indenture and (C) the amount in the Reserve Account related to the Loans (as determined in accordance with Section 8.7 of the Indenture). For the avoidance of doubt, the Ineligible Cap Reserve shall be excluded from the calculation of the preceding clause (C).

Equipment Loan Borrowing Date: As defined in Section 1.1 of the Note Purchase Agreement.

Equipment Loan Collateral Value: As of any date of determination, the Equipment Loan Collateral Value shall be equal to the Net Equipment Loans Balance.

Equipment Loan LC Amount: The undrawn face amount of the Letters of Credit that are attributable (as determined in accordance with Section 8.7 of the Indenture) to the Equipment Loan Notes.

Equipment Loan Note: Any one of the Notes substantially in the form of Exhibit A-1 to the Indenture, issued pursuant to the terms of the Indenture.

Equipment Loan Note Commitment: As of any date of determination, an amount equal to the excess of (x) Three Hundred-Thirty Million Dollars ($330,000,000) over (y) the Aggregate Receivables Note Principal Balance on such date. On and after the Loan Conversion Date, the Equipment Loan Note Commitment shall be zero.

Equipment Loan Note — Fixed Rate Portion: On any date of determination, an amount equal to the product of (x) the sum of the then Note Principal Balances of all Equipment Loan Notes then outstanding and (y) a fraction expressed as a percentage, the numerator of which is equal to the sum of the then Loan Balances of all fixed-rate Eligible Equipment Loans included in the Trust Estate on such date and the denominator of which is equal to the sum of the then Loan Balances of all Eligible Equipment Loans included in the Trust Estate on such date.

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Equipment Loan Note Interest Payment: For each Distribution Date and each Noteholder, an amount equal to the sum, for each day during the related Interest Period, of an amount equal to the aggregate, for all Advances under the Equipment Loan Notes then outstanding, equal to the sum of (a) the product of (i) the principal amount of such Advance (or a portion thereof), (ii) a rate equal to the sum of (x) the Cost of Funds Rate on such day and (y) the Applicable Margin and (iii) 1/360; plus (b) either (i) if such day is subsequent to the occurrence of an Event of Default, an additional amount equal to the Default Step-Up Amount or (ii) if such day is subsequent to the occurrence of a Rapid Amortization Event (other than a Rapid Amortization Event caused by an Event of Default), an additional amount equal to the Rapid Amortization Step-Up Amount.

Equipment Loan Noteholder: A Holder of an Equipment Loan Note.

Equipment Loan Note Senior Interest Amount: For each Distribution Date and each Noteholder, an amount equal to the sum, for each day during the related Interest Period, of an amount equal to the aggregate, for all Advances under the Equipment Loan Notes then outstanding, equal to the product of (i) the principal amount of such Advance (or a portion thereof), (ii) a rate equal to the one-month LIBOR plus 350 basis points (3.50%) and (iii) 1/360.

Equipment Loan Required Credit Support: The percentage which is equal to (i) prior to the Loan Conversion Date, 26%; and (ii) on and after the Loan Conversion Date, the sum of the greater of (x) 26% and (y) the sum of (a) the Equipment Loan Reserve Requirement at such time as a percentage of the Net Equipment Loans Balance, (b) the Available Drawing Amount at such time as a percentage of the Net Equipment Loans Balance and (c) the OC Percentage in effect as of the Loan Conversion Date. The Equipment Loan Required Credit Support is effective for the period beginning on the Determination Date on which the information is reported through and including the day prior to the following Determination Date.

Equipment Loan Reserve Requirement: With respect to any Distribution Date, the amount of the Reserve Account Required Amount allocated to the Equipment Loan Notes pursuant to Section 8.7 of the Indenture.

Equipment Note: A commercial loan evidenced by a note and secured by Equipment.

Equipment Unused Facility Fee: As defined in Section 2.7(e) of the Indenture.

Equity Interests: With respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting or whether certificated or not certificated), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued thereafter.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Eurodollar Disruption Event: Any of the following: (a) a determination by an Agent, a Noteholder or its related Support Party that it would be contrary to law or to the directive of any

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central bank or other governmental authority (whether or not having the force of law) to obtain Dollars in the London interbank market to make, fund or maintain any Advance for such Interest Period, (b) a determination by an Agent, that, in its reasonable judgment, the rate at which deposits of Dollars are being offered to such Person in the London interbank market does not accurately or fairly reflect its cost of making, funding or maintaining any Advance for such Interest Period, such determination (including the factual basis for such determination) to be certified by such Person to the Indenture Trustee, the Issuer and the Servicer no later than the third day prior to the commencement of the related Interest Period (such determination to be re-certified each month during the continuation of such condition) or (c) the inability of an Agent, a Noteholder or its related Support Party to obtain Dollars in the London interbank market to make, fund or maintain any Advance for such Interest Period.

Eurodollar Reserve Percentage: With respect to any Interest Period (or portion thereof), the reserve percentage (rounded upwards, if necessary, to the nearest 1/16th of one percent per annum) applicable during such Interest Period (or portion thereof) (or, if more than one such percentage shall be so applicable during such Interest Period, the daily average of such percentages for those days in such Interest Period (or portion thereof) during which any such percentages shall be in effect) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for banks or other financial institutions subject to such regulations with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as that term is defined in Regulation D of the Board of Governors of the Federal Reserve System) having a term equal to such Interest Period (or portion thereof).

Event of Default: The occurrence of an event described in Section 5.1 of the Indenture, and the continuation of such condition beyond the applicable grace period set forth therein.

Excess Loan Concentration Amount: As of any date of determination, an amount equal to the sum of the following, determined only with respect to Eligible Equipment Loans:

(a) the amount by which (x) the sum of the Loan Balances for all Loans that have an original term of greater than 96 months but less than or equal to 108 months, exceeds (y) an amount equal to fifteen percent (15%) of the Aggregate Loan Balance; plus

(b)(i) the amount by which (x) the sum of the Loan Balances for all Interest Only Loans, exceeds (y) an amount equal to twenty-five percent (25%) of the Aggregate Loan Balance and (ii) the amount by which (x) the sum of the Loan Balances for all Interest Only Loans with interest only periods exceeding twelve (12) months, exceeds (y) an amount equal to twelve and one-half percent (12.5%) of the Aggregate Loan Balance; plus

(c)(i) the amount by which (x) the sum of the Loan Balances of all Balloon Loans, exceeds (y) an amount equal to five percent (5%) of the Aggregate Loan Balance, (ii) the amount by which (x) the sum of the Loan Balances of all Balloon Loans which are Credit Rewrite Equipment Loans, amended in conformance with the applicable provisions of the Loan Credit and Collection Policy, exceeds (y) an amount equal to three percent (3%) of the Aggregate Loan Balance, and (iii) the amount by which (x) the sum of the Loan Balances of all

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Balloon Loans with scheduled amortization periods that are more than four (4) years longer than the stated maturity date of such Loan, exceeds (y) an amount equal to one percent (1%) of the Aggregate Loan Balance; plus

(d) the amount by which (x) the Loan Balance owing by the Obligor (together with any other Obligors whose majority owner is the same as such Obligor) with the highest Loan Balance, exceeds (y) an amount equal to the lesser of (i) $18,900,000, and (ii) an amount equal to 7% of the Aggregate Loan Balance; plus

(e) the amount by which (x) the Loan Balances owing by the four (4) Obligors (together with any other Obligors whose majority owner is the same as any such Obligor) with the highest Loan Balances, exceeds (y) an amount equal to the lesser of (i) $27,000,000 and (ii) an amount equal to 10% of the Aggregate Loan Balance; plus

(f) the amount by which (x) the Loan Balances for all Loans for which the related Obligor is obligated to make Scheduled Payments denominated in Canadian dollars or maintains its principal place of business in Canada, exceed (y) an amount equal to 2% of the Aggregate Loan Balance; plus

(g) the amount by which (x) the sum of the Loan Balances for all Loans secured by Equipment located (as set forth in the related loan agreement) in the State of California, exceeds (y) an amount equal to 30% of the Aggregate Loan Balance; plus

(h) the amount by which (x) the sum of the Loan Balance for all Loans secured by Equipment located (as set forth in the related loan agreement) in the State of New York, exceeds (y) an amount equal to 25% of the Aggregate Loan Balance; plus

(i) the amount by which (x) the sum of the Loan Balance for all Loans secured by Equipment located (as set forth in the related loan agreement) in the State of Florida, exceeds (y) an amount equal to 20% of the Aggregate Loan Balance; plus

(j) the amount by which (x) the sum of the Loan Balance for all Loans secured by Equipment located (as set forth in the related loan agreement) in any of the State of Texas, the State of Georgia, the State of New Jersey or the Commonwealth of Massachusetts exceeds (y) an amount equal to 10% of the Aggregate Loan Balance; plus

(k) the amount by which (x) the sum of the Loan Balances for all Loans secured by Equipment located (as set forth in the related loan agreement) in any state (other than California, New York, Florida, Texas, Georgia, New Jersey or the Commonwealth of Massachusetts), exceeds (y) an amount equal to 5% of the Aggregate Loan Balance; plus

(l) the amount by which (x) the sum of the Loan Balances owing by any single Obligor (other than the four (4) Obligors with the highest Loan Balances) exceeds (y) an amount equal to 2.5% of the Aggregate Loan Balances; plus

(m) the amount by which (x) the sum of the Loan Balances for all Loans that have been waived, altered or modified in conformance with the applicable provisions of the Loan Credit and Collection Policy in any respect two (2) or more times since origination exceeds (y) five percent (5%) of the Aggregate Loan Balance; plus

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(n) the amount by which (x) the sum of the Loan Balances of all Credit Rewrite Equipment Loans, amended in conformance with the applicable provisions of the Loan Credit and Collection Policy exceeds (y) 4.50% of the Aggregate Loan Balance; plus

(o) the amount by which (x) the sum of the Loan Balances of all fixed rate Equipment Loans exceeds (y) 20% of the aggregate Loan Balance of Eligible Equipment Loans; plus

(p) the amount by which (x) the sum of the Loan Balances of all Equipment Loans that are in a payment deferred period, exceeds (y) 10% of the Aggregate Loan Balance.

(q) the amount by which (x) the sum of the Loan Balances of all Obligors which are Governmental Authorities exceeds (y) 2% of the aggregate Loan Balance of all fixed rate Equipment Loans; plus

(r) as of any date of determination occurring after the Loan Conversion Date, so long as “USD-LIBOR-BBA” (as defined in the Interest Rate Cap Agreement) is in excess of the Cap Strike Rate (as defined in the Note Purchase Agreement), the amount by which (x) the Equipment Loan Note - Fixed Rate Portion as of such date of determination, exceeds (y) the then notional balance of the Interest Rate Cap Agreement.

Notwithstanding the foregoing, specified Loans may be excluded from the concentration limits set forth in clauses (d) and (e) of the definition of Excess Loan Concentration Limits upon prior written notice to the Rating Agencies and with the written consent of the Special Required Noteholders; provided that no such Loans may be excluded if such Loans, together with all previous exclusions, would exceed the concentrations provided in the parentheticals set forth in clauses (d) and (e).

Excess Receivables Concentration Amount: As of any date of determination an amount equal to the sum of the following, determined only with respect to Eligible Receivables and without duplication (subject to the terms contained in a certain side letter executed between ALS and the Administrative Agent):

(a) for all Receivables for which Coinmach Corporation is the Obligor, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables exceeds (y) an amount equal to fifteen percent (15%) of the Adjusted Receivables Balance; plus

(b) for Receivables payable by each of the second through the fifth largest Obligors that are not otherwise addressed herein, the amount by which (x) the sum of the then Unpaid Balances of all Receivables owing by each such Obligor exceeds (y) an amount equal to four percent (4%) of the Adjusted Receivables Balance; plus

(c) for Receivables payable by a single Obligor that is not otherwise addressed herein, the amount by which (x) the sum of the then Unpaid Balances of all Receivables owing by such Obligor exceeds (y) an amount equal to three percent (3%) of the Adjusted Receivables Balance; plus

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(d) the amount by which (x) the sum of the Unpaid Balances of all Receivables for which Textron Financial Corporation is the Obligor exceeds (y) 3% of the Adjusted Receivables Balance; plus

(e) for all Receivables that are Interest Bearing Receivables, the amount by which (x) the sum of the then Unpaid Balances of all such Interest Bearing Receivables, exceeds (y) an amount equal to ten percent (10%) of the Adjusted Receivables Balance; plus

(f) for all Receivables for which a Governmental Authority is the Obligor, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables, exceeds (y) an amount equal to two percent (2%) of the Adjusted Receivables Balance; plus

(g) for all Receivables with an original scheduled due date that is greater than one hundred twenty one (121) days but less than or equal to one hundred eighty (180) days, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables, exceeds (y) an amount equal to two percent (2%) of the Adjusted Receivables Balance; plus

(h) for all Receivables that are more than thirty (30) days but less than or equal to sixty (60) days past due, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables, exceeds (y) an amount equal to seven percent (7%) of the Adjusted Receivables Balance; plus

(i) for all Receivables that are more than sixty (60) days but less than or equal to ninety (90) days past due, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables, exceeds (y) an amount equal to seven percent (7%) of the Adjusted Receivables Balance; plus

(j) for all Receivables for which the Obligor is a Foreign Obligor, the amount by which (x) the sum of the then Unpaid Balance of all such Receivables exceeds (y) an amount equal to twenty five percent (25%) of the Adjusted Receivables Balance; plus

(k) for all Receivables payable by Obligors that are located in a country other than the United States that has a long-term currency rating of, with respect to each country, less than “BBB-” by S&P or “Baa3” by Moody’s, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables, exceeds (y) an amount equal to four percent (4%) of the Adjusted Receivables Balance; plus

(l) for all Receivables payable by Obligors that are located in a country other than the United States that has a long-term currency rating of, with respect to each country, the lower of less than “AA” by S&P or “Aa2” by Moody’s and greater than or equal to the lower of “BBB-” by S&P or “Baa3” by Moody’s, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables, exceeds (y) an amount equal to fourteen percent (14%) of the Adjusted Receivables Balance; plus

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(m) for all Receivables for which the original due date has been extended for up to sixty (60) days, the amount by which (x) the sum of the then Unpaid Balances of all such Receivables, exceeds (y) an amount equal to two percent (2%) of the Adjusted Receivables Balance; plus

(n) for all Assignment of Proceeds Receivables, the amount by which (x) the sum of the then Unpaid Balance of all such Receivables exceeds (y) an amount equal to eight percent (8%) of the Adjusted Receivables Balance.

Excess Spread: On any Determination Date, the percentage rate equal to the product of (a) 12.0 and (b) a fraction, the numerator of which is equal to the excess of (i) the sum of (x) the interest collections of the Equipment Loans, (y) the Proceeds received by the Issuer from any Interest Rate Cap Agreements and (z) the amounts in the Yield Supplement Account, in each case during the related Monthly Period, over (ii) the sum of (x) the accrued Equipment Loan Note Senior Interest Amount due on the Equipment Loan Notes, (y) the Servicing Fee and (z) to the extent not previously paid by the Servicer, the per annum percentage rate equivalent of the Indenture Trustee Fees, the Owner Trustee Fees, the Custodian Fee and the Backup Servicer Fees, and the denominator of which is equal to the Net Equipment Loans Balance.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Executive Officer: With respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President or the Treasurer of such corporation; with respect to any partnership, any general partner thereof; and with respect to any limited liability company, the Chief Executive Officer, Chief Financial Officer, any Vice President, the Treasurer or the Controller.

Exempt Collateral: All (a) Insurance Policies, (b) security deposits relating to any Loan, (c) collateral constituting real property, a leasehold improvement or a fixture or an interest in real property, a leasehold improvement or a fixture (but, in each case, only to the extent such policies, deposits and collateral are not applied to reduce the amount owed in respect of a Loan transferred to the Trust) and (d) on and after the Receivables Payoff Date, the Receivables and Related Assets with respect thereto.

Expected Dilution: For any Monthly Period, a percentage equal to the average Dilution Ratio — Receivables for the previous twelve-Monthly Periods ending on the related Accounting Date.

FCIA: The Foreign Credit Insurance Agency, and its successors.

FCIA Insurance: Credit insurance issued by FCIA.

FDIC: Federal Deposit Insurance Corporation or any successor agency.

Federal Funds Rate: With respect to any Interest Period and any Noteholder, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business

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Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day for such transactions received by the related Deal Agent from three Federal funds brokers of recognized standing selected by it.

Fee Letter: That certain engagement letter dated as of October 24, 2008 among Natixis Capital Markets Inc. and ALS, that certain Structuring and Arrangement Fee Letter dated as of June 26, 2009 among Natixis Financial Products Inc., the Issuer and the Indenture Trustee, and, in each case, any modifications, amendments or supplements thereto.

Final Scheduled Distribution Date: For the Equipment Loan Notes, the one hundred twenty six (126) month anniversary of the Loan Conversion Date, and for the Receivables Notes, the first (1^st) annual anniversary following the Receivables Conversion Date.

Floorplan Receivable: A Receivable generated through a program under which ALS loans funds to dealers to finance their inventory which Receivable accrues interest (at short-term rates agreed to by such Obligor and the Originator) on the Unpaid Balance thereof, excluding any Receivable for which Textron Financial Corporation is the Obligor.

Foreign Obligor: An Obligor who is not a Domestic Person.

Foreign Receivables: Receivables generated by foreign entities.

Foreign Receivables Lockbox: The post office box specified in the Foreign Receivables Lockbox Agreement relating to the Foreign Receivables.

Foreign Receivables Lockbox Account: As defined in Section 6.02 of the Pooling and Servicing Agreement.

Foreign Receivables Lockbox Agreement: The Collection Account Agreement dated as of June 26, 2009, among, the Servicer, the Issuer, the Indenture Trustee and U.S. Bank National Association.

Full Prepayment: With respect to a Monthly Period, a Prepayment of the entire Loan Balance of such Loan and all accrued and unpaid interest and other outstanding amounts thereon (other than fees).

Funding Date Data Pool Report: As defined in the Purchase Agreement.

General Intangibles: Has the meaning given to such term in Section 9-102(a) of the UCC.

Goods: Has the meaning given to such term in Section 9-102(a) of the UCC.

Governmental Authority: Any applicable federal, state county, or municipal authority that exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

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Grant: To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

Gross Receivables Balance: The sum of the then Unpaid Balances of all Receivables then owned by the Issuer, reduced by the sum of (i) unapplied cash, (ii) unapplied credits including the “meet comp” allowance for Coinmach Corporation, (iii) the Sales Tax Allowance, (iv) finance charges, late payments or similar charges, (v) Contra Allowances and (vi) Chargebacks.

Guaranties: With respect to any Loan, personal or commercial guaranties of an Obligor’s performance with respect thereto.

Holder: The Person in whose name a Note is registered on the Note Register or who owns a beneficial interest in the Trust as set forth in the Certificate Register, as applicable.

Indemnified Parties: The Persons specified in Section 6.9 of the Trust Agreement.

Indenture: The Indenture, dated as of June 26, 2009, between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.

Indenture Trustee: The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture, or any successor trustee under the Indenture.

Indenture Trustee Fee: Has the meaning given to such term as set forth in the letter agreement between the Issuer and the Indenture Trustee.

Independent: When used with respect to any specified Person, that the Person (i) is in fact independent of the Issuer, any other obligor upon the Notes, the Transferor, ALS and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Transferor, ALS or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor, the Transferor, ALS or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Independent Certificate: A certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 12.1 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

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Ineligible Cap Reserve: With respect to any Distribution Date, means 1.0% of the Net Equipment Loans Balance, as of the last day of the immediately preceding Monthly Period (or, upon the occurrence of an Event of Default or Rapid Amortization Event, as of the Accounting Date immediately prior to the occurrence of such event).

Initial Assignment: Any Initial PA Assignment or Initial PSA Assignment.

Initial Cutoff Date: June 22, 2009, with respect to the Receivables; and June 22, 2009, with respect to the Loans.

Initial Loan Balance: With respect to a Loan, the excess of (x) the aggregate amount advanced under such Loan toward the purchase price of the Equipment, including insurance premiums, service and warranty contracts, federal excise and sales taxes and other items customarily financed as part of an Equipment Note and related costs, over (y) payments received from the Obligor prior to the Loan Cutoff Date that has been allocated in accordance with the terms of such Loan to the reduction of the unpaid principal balance of such Loan.

Initial Loans: The Loans, including all documents and instruments evidencing or governing the Loans and all Loan Files relating thereto, identified in the schedule to the Initial PA Assignment and the Initial PSA Assignment.

Initial PA Assignment: The assignment substantially in the form of Exhibit A-1 to the Purchase Agreement.

Initial PSA Assignment: The assignment substantially in the form of Exhibit A-1 to the Pooling and Servicing Agreement.

Insolvency Event: With respect to a specified Person, (i) the entry of a decree or order by a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for such Person, in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Person’s affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; (ii) the consent by such Person to the appointment of a conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Person or of or relating to substantially all of such Person’s property, or (iii) such Person shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

Instruments: Has the meaning given to such term in Section 9-102(a) of the UCC.

Insurance Policy: With respect to a Loan, an insurance policy covering Equipment securing such Loan.

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Insurance Proceeds: With respect to any Loan, proceeds of any Insurance Policy with respect to such Loan.

Interest Bearing Receivable: A Floorplan Receivable and any other Receivable with respect to which interest (at short-term interest rates agreed to by such Obligor and the Originator) accrues on the Unpaid Balance thereof, provided that a Receivable shall not be deemed to be interest-bearing solely as a result of an Originator’s imposition of an interest or other charge on any such Receivable that remains unpaid after its due date for some specified period (but such interest charge or other charge shall not be included in the Unpaid Balance of a Receivable).

Interest Only Loan: With respect to any date of determination, any Loan for which the Scheduled Payment owing by the related Obligor does not include a component allocable to the repayment of the Loan Balance of such Loan.

Interest Period: With respect to any Distribution Date, the period commencing on the second immediately preceding Determination Date and ending on the day prior to the immediately preceding Determination Date, except that (x) the initial Interest Period will be the period commencing on the Closing Date and ending on the day prior to the first Determination Date and (y) the last Interest Period will be the period commencing on the immediately preceding Determination Date and ending on the date on which the outstanding principal balance of the Notes has been reduced to zero; provided that, if an Interest Period in respect of which the Equipment Loan Note Interest Payment or the Receivables Note Interest Payment, as applicable, is computed by reference to the CP Rate and such rate is terminated at the election of, and upon notice thereof to the Issuer by, the applicable Agent any time, then the outstanding principal amount of the Advance allocated to such terminated Interest Period shall be allocated to a new Interest Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Determination Date.

Interest Rate Cap Agreement: The letter agreement (confirmation), effective as of June 26, 2009, among Wells Fargo Bank, N.A. and the Issuer or any other cap or other hedging instrument, in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Special Required Noteholders), between the Issuer and Interest Rate Cap Provider named therein, including any schedules and confirmations prepared and delivered in connection therewith, pursuant to which the Issuer will receive payments from the Interest Rate Cap Provider based on “USD-LIBOR-BBA” (as defined in the Interest Rate Cap Agreement).

Interest Rate Cap Provider: Any Eligible Cap Provider or any counterparty to an interest rate swap, cap, collar or other hedging instrument permitted to be entered into pursuant to the Indenture.

Interested Parties: The Issuer, each Beneficiary and each other party identified or described in the Purchase Agreement or the Transfer and Servicing Agreements as having an interest as owner, trustee or secured party with respect to the Purchased Property.

Inventory: Has the meaning given to such term in Section 9-102(a) of the UCC.

Investment Company Act of 1940: The Investment Company Act of 1940, as amended.

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Investment Earnings: Investment earnings on funds deposited in the Designated Accounts, the Lockbox Account and the Certificate Distribution Account, net of losses and investment expenses, during the applicable Monthly Period.

Investment Property: Has the meaning given to such term in Section 9-102(a) of the UCC.

Issuer: Alliance Laundry Equipment Receivables Trust 2009-A and any successors and permitted assigns.

Issuer Order and Issuer Request: A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

LC Recourse Draw Determination Date: As defined in Section 3.27(f) of the Indenture.

LC Substitute Cash: RA Cash plus any additional cash collateral on deposit in the Reserve Account designated to be in substitution of Eligible Letters of Credit.

Letter(s) of Credit: The Letter(s) of Credit issued for the benefit of the Indenture Trustee.

Letter of Credit Bank: The bank issuing (and, if applicable, its confirming bank) the Letter of Credit.

Letter of Credit Drawing: As defined in Section 3.27(b) of the Indenture.

Letter-of-Credit Rights: Has the meaning given to such term in Section 9-102(a) of the UCC.

LIBOR: An interest rate per annum equal to the rate for deposits in U.S. Dollars for a period of one month which appears on Telerate Service Page 3750 as of 11:00 a.m., London time, on the related date of determination. If the rate does not appear on that date on Telerate Service Page 3750 (or any other page as may replace that page on that service, or if that service is no longer offered, any other service for displaying LIBOR or comparable rates as may be selected by the Indenture Trustee after consultation with the Transferor), then LIBOR will be the Reference Bank Rate.

Lien: Any security interest, lien, charge, pledge, equity or encumbrance of any kind other than (i) liens for taxes not yet due and payable, (ii) mechanics’ liens, (iii) any liens that attach by operation of law, and (iv) any liens being contested by appropriate measures.

Liquidation Expenses: The out of pocket expenses reasonably incurred by the Servicer in connection with the repossession, refurbishment and disposition of the collateral relating to a Defaulted Equipment Loan.

Liquidation Proceeds: The Proceeds of the liquidation of any Defaulted Equipment Loan, net of Liquidation Expenses.

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Liquidity Termination Date: June 25, 2010, or such later date to which the Liquidity Termination Date may be extended (but no later than the Scheduled Termination Date) by the Issuer, the Administrative Agent and some or all of the Noteholders (in their sole discretion) in accordance with Section 2.8 of the Note Purchase Agreement.

LLC Agreement: The Limited Liability Company Agreement of the Transferor, dated as of June 19, 2009, as amended, supplemented or modified from time to time.

Loan: A commercial loan evidenced by an Equipment Note and the related security agreement that grants a security interest in the related Equipment, including, after the applicable addition date, Substitute Loans.

Loan Balance: With respect to any Loan, as of an Accounting Date, the Initial Loan Balance thereof minus the sum of: (i) the principal portion of all Scheduled Payments received on or after the applicable Loan Cutoff Date and on or prior to the Accounting Date, (ii) the principal portion of all Prepayments received, and (iii) the principal portion of Proceeds from any Insurance Policies covering the Equipment, Liquidation Proceeds and Proceeds from any Guaranties received and allocated to principal by the Servicer (it being understood that Servicer Advances with respect to any Loan do not decrease the Loan Balance of such Loan).

Loan Borrowing Base Shortfall: As of any date of determination the excess (if any) of (x) the then Aggregate Equipment Loan Note Principal Balance over (y) the Equipment Loan Borrowing Base as of such date.

Loan Collection Account: The account designated as such, established and maintained pursuant to Section 6.03 of the Pooling and Servicing Agreement.

Loan Conversion Date: The earliest to occur of (v) the date elected as such Loan Conversion Date by the Originator with at least thirty (30) days prior written notice to the Administrative Agent; provided that if such termination occurs within eighteen (18) months of the Closing Date, such termination may only occur with the consent of the Noteholders, (w) the Scheduled Termination Date, (x) the date on which a Rapid Amortization Event first occurs, (y) the date on which the Originator’s revolving credit commitments under the Credit Agreement expire, unless extended or replaced with a substantially similar revolving credit commitment with equal or greater liquidity availability, (z) the Purchase Termination Date and (aa) the Liquidity Termination Date with respect to all Committed Purchasers then party to the Note Purchase Agreement. Notwithstanding the foregoing, in the event that pursuant to Section 2.8 of the Note Purchase Agreement, one or more of the Committed Purchasers does not consent to the extension of the Liquidity Termination Date beyond June 25, 2010, the requirement that the Originator obtain the consent of the Noteholders pursuant to clause (v) above shall no longer apply.

Loan Credit and Collection Policy: With respect to the Equipment Loans, the Credit and Collection Policy and procedures of the initial Servicer as in effect on the Closing Date, a true and complete copy of which (to the extent reflected in written form) has been provided to the Noteholders, as the same shall be amended from time to time as permitted by the Pooling and Servicing Agreement or, if a successor Servicer shall have been appointed, the standard credit and collection policies of such successor Servicer as shall be in effect from time to time provided that such credit and collection policies shall have been approved by the Noteholders.

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Loan Cutoff Date: With respect to the initial transfer, the Initial Cutoff Date; and with respect to transfers of Loans on any subsequent Purchase Date, the close of business on the third Business Day prior to such Purchase Date.

Loan File: The documents pertaining to a particular Loan, all other documents or instruments evidencing or governing such Loan and all other agreements, instruments, documents and records maintained by the Servicer on behalf of the Issuer and relating to such Loan.

Loan Lockbox: The post office box specified in the Domestic Lockbox Agreement.

Loan Lockbox Account: As defined in Section 6.01(a) of the Pooling and Servicing Agreement.

Loan Schedule: The list of Loans to be delivered to the Custodian in connection with the delivery of Collateral Documents.

Loan Servicing Standards: As defined in Section 3.01 of the Pooling and Servicing Agreement.

Lockbox Accounts: Collectively, the Loan Lockbox Account, the Domestic Receivables Lockbox Account and the Foreign Receivables Lockbox Account.

Lockbox Agreements: The Domestic Lockbox Agreement and the Foreign Receivables Lockbox Agreement each as amended, supplemented or modified or superceded from time to time.

Lockbox Bank: Bank of America, N.A., U.S. Bank, National Association, and any of their respective successors in interest thereof, or any other Lockbox Bank that is an Eligible Institution designated by the Servicer and acceptable to the Administrative Agent and the Indenture Trustee.

Lockboxes: Collectively, the Loan Lockbox and the Receivables Lockboxes.

Loss Horizon Ratio: For any Monthly Period, an amount equal to the sum of the Receivables originated in such Monthly Period and the immediately preceding six Monthly Periods, divided by the Net Receivables Balance on the related Accounting Date. For purposes of calculating the Loss Horizon Ratio, the term Receivables, when used in reference to periods prior to the Closing Date, shall mean all of the trade receivables owned by Alliance Laundry Equipment Receivables Trust 2005-A.

Loss Reserve: As calculated in each Servicer’s Certificate relating to the most recently ended Monthly Period, the percentage resulting from the following formula:

2.25 x LHR x PLR

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where:

LHR = Loss Horizon Ratio for such Monthly Period

PLR = Peak Loss Ratio for such Monthly Period

Lyon: Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services).

Manager: AMACAR Group, L.L.C.

Management Fee: An annual fee equal to $7,500 as set forth in that certain Independent Manager Services Agreement, dated as of June 26, 2009, among the Manager and the Transferor, as amended or supplemented or replaced from time to time.

Market Disruption Spread: Zero unless a notice delivered pursuant to part (b) of the definition of Eurodollar Disruption Event is in effect, in which case, such spread shall be a rate per annum equal to 1.00%.

Minimum Excess Spread: Means 1.00%.

Monthly Period: With respect to a Determination Date, a Record Date and a Distribution Date, the calendar month preceding the month in which such date occurs. With respect to an Accounting Date, the calendar month in which such Accounting Date occurs.

Moody’s: Moody’s Investors Service, Inc.

Net Equipment Loans Balance: As of any date of determination, an amount equal to (x) the sum of all Loan Balances of all Eligible Equipment Loans then owned by the Issuer minus (y) the sum of (i) any security deposits held by, or on behalf of, the Issuer with respect to all such Eligible Equipment Loans and (ii) the Excess Loan Concentration Amount.

Net Receivables Balance: As of any date of determination, (x) the then Adjusted Receivables Balance minus (y) the Excess Receivables Concentration Amount.

New York UCC: The UCC as in effect in the State of New York.

Note Principal Balance: With respect to any Note as of any date of determination the excess of (x) all Advances made by the Holder of such Note on and after the Closing Date over (y) the cumulative amount of all principal payments and prepayments actually received by such Holder on and after the Closing Date.

Note Purchase Agreement: The Note Purchase Agreement dated as of June 26, 2009, among the Issuer, the Servicer, the Transferor, the Administrative Agent, the Noteholders and the Agents as amended and supplemented from time to time.

Note Register: With respect to any class of Notes, the register of such Notes specified in Section 2.4 of the Indenture.

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Note Registrar: The registrar at any time of the Note Register, appointed pursuant to Section 2.4 of the Indenture.

Noteholders: Holders of the Notes pursuant to the Indenture and, with respect to any class of Notes, Holders of such class of Notes pursuant to the Indenture.

Notes: Collectively, the Equipment Loan Notes and the Receivables Notes.

NPA Indemnified Amounts: The amounts payable pursuant to Sections 2.3, 2.4, 2.5 and 2.6 of the Note Purchase Agreement.

Obligor: With respect to any Loan, the purchaser or any co-purchaser of the related Equipment or any other Person, other than the maker of any Guaranty, who owes payments under a Loan. With respect to any Receivable, the Person who owes payment under a Receivable.

OC Percentage: A percentage equal to (i) 100% minus (ii) the percentage equivalent of the Outstanding Amount of the Equipment Loan Notes divided by the Net Equipment Loan Balance.

Officer’s Certificate: A certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 12.1 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in the Indenture to an officer’s certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.

Opinion of Counsel: A written opinion of counsel, who may, except as otherwise expressly provided, be an employee of the Transferor or the Servicer. In addition, for purposes of the Indenture: (i) such counsel shall be satisfactory to the Indenture Trustee and the Administrative Agent; (ii) the opinion shall be addressed to the Indenture Trustee as Trustee and the Administrative Agent; and (iii) the opinion shall comply with any applicable requirements of Section 12.1 of the Indenture and shall be in form and substance satisfactory to the Indenture Trustee and the Administrative Agent.

Optional Purchase Price: As defined in Section 10.01 of the Pooling and Servicing Agreement.

Originator: Alliance Laundry Systems LLC.

Outstanding: With respect to the Notes, as of the Determination Date, all Notes theretofore authenticated and delivered under the Indenture except:

(i) Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(ii) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee in trust for the Holders of such Notes; provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made; and

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(iii) Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Transferor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgor’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Transferor or any Affiliate of any of the foregoing Persons.

Outstanding Amount: As of any date, the aggregate principal amount of all Notes, or a class of Notes, as applicable, Outstanding at such date.

Outstanding Obligations: As of any date of determination an amount equal to the sum of (i) the then outstanding principal balance of, and accrued interest payable on, all Notes issued under the Indenture or any Note Purchase Agreement and (ii) all other amounts owing to Noteholders or to any Person under the Indenture, any Note Purchase Agreement or any other Basic Document.

Owner: For purposes of the Purchase Agreement, the Custodial Agreement and the Pooling and Servicing Agreement, the “Owner” of a Loan or Receivable means (i) ALER until the execution and delivery of the Transfer and Servicing Agreements and (ii) thereafter, the Issuer; provided that ALS or ALER, as applicable, shall be the “Owner” of any Loan or Receivable from and after the time that such Person shall acquire such Loan or Receivable, as the case may be, pursuant to Section 6.4 of the Purchase Agreement, Sections 2.12 and 3.08, as applicable, of the Pooling and Servicing Agreement and any other provision of the Transfer and Servicing Agreements.

Owner Trust Estate: All right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Pooling and Servicing Agreement, all funds on deposit from time to time in the Lockbox Accounts, Reserve Account, Collection Accounts and the Certificate Distribution Account and all other property of the Trust from time to time, including any rights of the Owner Trustee and the Trust pursuant to the Pooling and Servicing Agreement and the Administration Agreement.

Owner Trustee: Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as trustee under the Trust Agreement, or any successor trustee under the Trust Agreement.

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Owner Trustee Fee: An initial fee and first year annual fee to be paid to the Owner Trustee on the Closing Date and the annual fee to be paid to the Owner Trustee on each anniversary of the Closing Date as determined in a separate fee agreement between the depositor and the Owner Trustee.

Party: A Party as defined in Section 7.01 of the Pooling and Servicing Agreement.

Paying Agent: With respect to the Indenture, the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer. With respect to the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.4 of the Trust Agreement that meets the eligibility standards for the Owner Trustee specified in Section 6.13 of the Trust Agreement, and initially the Owner Trustee.

Payment Intangibles: Has the meaning given to such term in Section 9-102(a) of the UCC.

Peak Loss Ratio: For any Monthly Period, the highest rolling three-month average Default Ratio — Loss Reserve calculated during the twelve Monthly Periods ending on the related Accounting Date.

Percentage: With respect to any Noteholder and its Equipment Loan Commitment or Receivables Commitment, as the case may be, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Equipment Loan Commitment or Receivables Commitment, as the case may be, of such Noteholder and the denominator of which is equal to the sum of the Equipment Loan Commitments or Receivables Commitments, as the case may be, of all Noteholders of such class.

Permitted Adverse Claim: As defined in the Purchase Agreement.

Person: Any legal person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Physical Property: (i) Bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a) of the UCC and are susceptible of physical delivery and (ii) certificated securities.

Pooling and Servicing Agreement: The Pooling and Servicing Agreement, dated as of June 26, 2009, among ALS, the Transferor and the Issuer, as amended, supplemented or modified from time to time.

Predecessor Note: With respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

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Prepayment: Collections on a Loan held by the Trust made during a Monthly Period (including Warranty Payments and Administrative Purchase Payments) which are not late fees, prepayment charges or certain other similar fees or charges and which would be allocated to principal prepayments pursuant to Section 3.11 of the Pooling and Servicing Agreement.

Principal Distributable Amount: For each Distribution Date, an amount equal to the product of (x) the Equipment Loan Advance Rate and (y) the Scheduled Payments (including prepayments) on the Loans during the related Interest Period.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

Proceeds: Has the meaning given in Section 9-102(a)(64) of the UCC and, in any event, shall include (i) any and all Accounts, Chattel Paper, Instruments, cash or other proceeds payable to the Issuer from time to time in respect of the Collateral, (ii) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Issuer from time to time with respect to any of the Collateral, (iii) any and all payments (in any form whatsoever) made or due and payable to the Issuer from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral above by any Governmental Authority (or any Person acting under color of Governmental Authority), and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

Program: As defined in Section 5.02(a) of the Pooling and Servicing Agreement.

PSA Assignment: The certificate substantially in the form of Exhibit A-2 to the Pooling and Servicing Agreement.

Purchase Agreement: The Purchase Agreement, dated as of June 26, 2009, between ALS and the Transferor, as amended, supplemented or modified from time to time in accordance with its terms.

Purchase Date: As defined in the Purchase Agreement.

Purchase Termination Date: The earlier to occur of the date (other than a Receivables Conversion Date) specified in Section 7.1 or Section 7.2 of the Purchase Agreement.

Purchased Property: As of any date, means all of the Loans and Receivables transferred by ALS to ALER pursuant to Section 2.1 of the Purchase Agreement as of or prior to such date.

Purchasers’ Interest: A percentage, calculated in accordance with the following formula:

PI    =	(NPB + RRCSA)
	(NRB + RLCA + RRA)

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Where:
PI	=	Purchasers’ Interest
NPB	=	the outstanding principal of the Receivables Notes
RRCSA	=	the RRCS x NRB
RRCS	=	the Receivables Required Credit Support
NRB	=	the Net Receivables Balance
RLCA	=	the sum of (a) the lesser of (i) the Receivables LC Amount and (ii) the actual amount available under Eligible Letters of Credit that is allocated to the Receivables Notes plus (b) the amount of cash on deposit in the Reserve Account representing Proceeds of draws under Letters of Credit under the circumstances described in Section 4.1(c) of the Indenture (“RA Cash”) and allocated to the Receivable Notes plus (c) any additional cash on deposit in the Reserve Account designated to be in substitution of Eligible Letters of Credit (collectively with RA Cash, “LC Substitute Cash”) and allocated to the Receivables Notes
RRA	=	the lesser of (x) 1% x NRB (y) the excess of the actual amount on deposit in the Reserve Account that is allocated to the Receivables Notes over the amounts of RA Cash and LC Substitute Cash allocated to the Receivables Notes

Qualified Special Purpose Entity: As defined in accordance with GAAP as such term is defined on the date of the Credit Agreement.

RA Cash: The amount of cash on deposit in the Reserve Account representing Proceeds of draws under Letters of Credit under the circumstances described in Section 4.1(c) of the Indenture.

Rapid Amortization Event: As defined in Article IV of the Indenture.

Rapid Amortization Step-Up Amount: An amount of interest that would accrue on the Receivables Notes or the Equipment Loan Notes, as applicable, using one percent (1%) per annum as the rate of interest.

Rating Agencies: As of any date, the nationally recognized statistical rating organizations requested by the Transferor to provide ratings on the Notes which are rating the Notes on such date.

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Receivables: Any right to payment (other than a right to payment under any Equipment Loans), whether constituting an account, chattel paper, instrument, general intangible or otherwise, arising from the sale of goods, services or future services by a Seller or an Originator and includes the right to payment of any interest or finance charges and other obligations with respect thereto and any other rights to payment recorded as a receivable on a Seller’s or an Originator’s accounts receivable ledger; provided that any such receivables shall not include intercompany receivables arising between a Seller or an Originator and any Affiliate thereof or any receivables not denominated in Dollars.

Receivables Available Amount: For any Distribution Date, with respect to the related Monthly Period, or with respect to the first Distribution Date, the period from and including the Initial Cutoff Date to the last day of the related Monthly Period, the sum of, without duplication, (1) all Collections on the Receivables held by the Trust in the Receivables Collection Account, (2) all Proceeds, Guarantees to the extent received by the Trust, (3) any amounts drawn from the Reserve Account, (4) any amounts drawn from the Letters of Credit, (5) all Servicer Modification Credit Proceeds and (6) earnings on amounts in the relevant Accounts.

Receivables Borrowing Base: Is an amount equal to the sum of (A) product of (i) 100% minus the Receivables Required Credit Support (expressed as a percentage of the Net Receivables Balance) and (ii) the Receivables Collateral Value, (B) the Receivables LC Amount including amounts drawn pursuant to Sections 3.27(d) and 3.27(e) of the Indenture and (C) the amount in the Reserve Account related to the Receivables (as determined in accordance with Section 8.7 of the Indenture).

Receivables Borrowing Base Shortfall: Shall exist if, on any date of determination (including each date of transfer for any Receivables), the Receivables Borrowing Base is less than the then unpaid principal balance of the Receivables Notes.

Receivables Borrowing Date: As defined in Section 1.1 of the Note Purchase Agreement.

Receivables Collateral Value: As of any date of determination, an amount equal to the then Net Receivables Balance.

Receivables Collection Account: The account designated as such, established and maintained pursuant to Section 6.04(a) of the Pooling and Servicing Agreement.

Receivables Commitment: Sixty Million Dollars ($60,000,000). On or after the Receivables Conversion Date, the Receivables Commitment shall be zero.

Receivables Conversion Date: The earlier to occur of (x) the Loan Conversion Date and (y) the date elected as such Receivables Conversion Date by the Originator with at least thirty (30) days prior written notice to the Administrative Agent.

Receivables Credit and Collection Policy: With respect to the Receivables, the Credit and Collection Policy and procedures of the initial Servicer as in effect on the Closing Date, a true and complete copy of which (to the extent reflected in written form) has been provided to the Noteholders, as the same shall be amended from time to time as permitted by the Pooling and Servicing Agreement or, if a successor Servicer shall have been appointed, the standard credit and collection policies of such successor Servicer as shall be in effect from time to time provided that such credit and collection policies shall have been approved by the Noteholders.

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Receivables Fee: For each Distribution Date and Noteholder, an amount equal to the sum, for each day during the Interest Period, of an amount equal to the aggregate, for all Advances under the Receivables Notes then outstanding, equal to the sum of (a) the product of (i) the principal amount of such Advance (or a portion thereof), (ii) a rate equal to the sum of (x) the Cost of Funds Rate on such day and (y) the Applicable Margin and (iii) 1/360; plus (b) either (i) if such day is subsequent to the occurrence of an Event of Default an additional amount equal to the Default Step-Up Amount or (ii) if such day is subsequent to the occurrence of a Rapid Amortization Event (other than a Rapid Amortization Event caused by an Event of Default), an additional amount equal to the Rapid Amortization Step-Up Amount.

Receivables Files: All documents or instruments evidencing or governing such Receivable and all other agreements, instruments, documents and records maintained by Servicer on behalf of the Issuer relating to such Receivable.

Receivables LC Amount: The undrawn amount of the Letters of Credit that are attributable (as determined in accordance with Section 8.7 of the Indenture) to the Receivables Notes.

Receivables Lockbox: Either or both, as the context may require, of the Domestic Receivables Lockbox and the Foreign Receivables Lockbox.

Receivables Lockbox Account: Either or both, as the context may require, of the Domestic Receivables Lockbox Account and the Foreign Receivables Lockbox Account.

Receivables Note: Any one of the Notes substantially in the form of Exhibit A-2 to the Indenture, issued pursuant to the terms of the Indenture.

Receivables Note Interest Payment: For each Distribution Date and Noteholder, an amount equal to the sum, for each day during the Interest Period, of an amount equal to the aggregate, for all Advances under the Receivables Notes then outstanding, equal to the sum of (a) the product of (i) the principal amount of such Advance (or a portion thereof), (ii) a rate equal to the sum of (x) the Cost of Funds Rate on such day and (y) the Applicable Margin and (iii) 1/360; plus (b) either (i) if such day is subsequent to the occurrence of an Event of Default an additional amount equal to the Default Step-Up Amount or (ii) if such day is subsequent to the occurrence of a Rapid Amortization Event (other than a Rapid Amortization Event caused by an Event of Default), an additional amount equal to the Rapid Amortization Step-Up Amount.

Receivables Note Senior Interest Amount: For each Distribution Date and each Noteholder, an amount equal to the sum, for each day during the related Interest Period, of an amount equal to the aggregate, for all Advances under the Receivables Notes then outstanding, equal to the product of (i) the principal amount of such Advance (or a portion thereof), (ii) a rate equal to CP Rate plus 300 basis points (3.00%) and (iii) 1/360.

Receivables Noteholder: A Holder of a Receivables Note.

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Receivables Payoff Date: As defined in Section 8.4(b) of the Indenture.

Receivables Required Credit Support: The amount which is calculated as of the end of each Accounting Date and equal to the greater of (i) the sum of the Loss Reserve, Dilution Reserve and Yield Reserve and (ii) the sum of the Yield Reserve and the Reserve Floor. The Receivables Required Credit Support is effective for the period beginning on the Determination Date on which the information is reported until the day prior to the following Determination Date.

Receivables Reserve Requirement: With respect to any Distribution Date, the amount of the Reserve Account Required Amount allocated to the Receivables Notes pursuant to Section 8.7 of the Indenture.

Receivables Servicing Standards: As defined in Section 4.02 of the Pooling and Servicing Agreement.

Receivables Unused Facility Fee: As defined in Section 2.7(f) of the Indenture.

Record Date: With respect to any Distribution Date, the related Accounting Date.

Records: As defined in the Purchase Agreement.

Recourse Limit: As of any date of determination, an amount equal to the greater of (i) 13% of the Outstanding Amount of the Notes at such time and (ii) the lower of the maximum amount of “Limited Originator Recourse” permitted at such time pursuant to (x) the Credit Agreement (as such agreement may be amended, supplemented, restated, replaced or otherwise modified from time to time) or (y) the Indenture, dated as of January 27, 2005, among ALH Finance LLC, ALH Finance Corporation and the Bank of New York Trust Company, N.A., as Trustee (as such agreement may be amended, supplemented, restated, replaced or otherwise modified from time to time).

Redemption Date: The Distribution Date specified by the Servicer or the Issuer pursuant to Section 10.1(a) of the Indenture.

Redemption Price: An amount equal to the sum of the Outstanding Obligations, as of the Redemption Date.

Reference Bank Rate: The per annum rate determined on the basis of the rates at which deposits in Dollars are offered by the reference banks (which will be four major banks that are engaged in transactions in the London interbank market, selected by the Indenture Trustee after consultation with the Transferor) as of 11:00 a.m., London time, on any date of determination to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the principal amount of the then outstanding Equipment Loan Notes or Receivables Notes, as the case may be. The Indenture Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of

42

one percent, of the rates quoted by one or more major banks in New York City, selected by the Indenture Trustee after consultation with the Transferor, as of 11:00 a.m., New York City time, on the date to leading European banks for United States dollar deposits for a period of one month in amounts approximately equal to the principal amount of the then outstanding Equipment Loan Notes or Receivables Notes, as the case may be.

Registered Owner: As defined in Section 3.1(a) of the Trust Agreement.

Regulatory Change: As defined in the Note Purchase Agreement.

Related Assets: As defined in the Purchase Agreement.

Related Security: As defined in the Purchase Agreement.

Reporting Date: As defined in the Purchase Agreement.

Required Deposit Rating: A rating on short-term unsecured debt obligations of P-1 by Moody’s and A-1 by S&P. Any requirement that short-term unsecured debt obligations have the “Required Deposit Rating” means that such short-term unsecured debt obligations have the foregoing required ratings from each of such rating agencies.

Required Noteholders: At any time that (a) any Noteholder holds a majority share of the aggregate principal balance of the Outstanding Notes, then such Noteholders that hold an aggregate pro rata share of equal to or greater than two-thirds of the aggregate principal balance of the Outstanding Notes; or (b) no single Noteholder holds a majority share of the aggregate principal balance of the Outstanding Notes, then such Noteholders that hold an aggregate pro rata share of greater than 50% of the aggregate principal balance of the Outstanding Notes.

Reserve Account: The account designated as such, established and maintained pursuant to Section 6.05 of the Pooling and Servicing Agreement.

Reserve Account Required Amount: With respect to any Distribution Date, means the sum of (A) the lesser of:

(a) the sum of (x) 1.0% of the Net Equipment Loans Balance, as of the last day of the immediately preceding Monthly Period (or, upon the occurrence of an Event of Default or Rapid Amortization Event, as of the Accounting Date immediately prior to the occurrence of such event) and (y) 1.0% of the Net Receivables Balance, as of the last day of the immediately preceding Monthly Period (or, upon the occurrence of an Event of Default or Rapid Amortization Event, as of the Accounting Date immediately prior to the occurrence of such event); and

(b) the Aggregate Note Principal Balance;

(B) the amount of any Letter of Credit Drawings pursuant to Section 3.27(d) or Section 3.27(e) of the Indenture (less distributions from the deposit of such amount from the Reserve Account to the extent such amount is being held pending application in respect of principal or interest on the outstanding Notes);

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and (C) if the counterparty to the Interest Rate Cap Agreement then in effect is downgraded by the applicable Rating Agency below either “A-1”/ “P-1” or “AA-”/ “Aa3”, the Ineligible Cap Reserve; provided that such Ineligible Cap Reserve shall only apply for so long as such counterparty is rated by the applicable Rating Agency below either “A-1”/ “P-1” or “AA-”/ “Aa3”.

Notwithstanding the foregoing, at all times on and after the Loan Conversion Date (except for such designation being due to (x) of the definition thereof) the amount set forth in clause (A) of the above definition of Reserve Account Required Amount will be the lesser of: (a) the sum of (x) the greater of (i) 0.75% of the Net Equipment Loans Balance, as of the Loan Conversion Date and (ii) 1.0% of the Net Equipment Loans Balance, as of the last day of the immediately preceding Monthly Period (or, upon the occurrence of an Event of Default or Rapid Amortization Event, as of the Accounting Date immediately prior to the occurrence of such event) and (y) 1.0% of the Net Receivables Balance, as of such date and (b) the Aggregate Note Principal Balance.

Reserve Floor: For any Monthly Period, the percentage resulting from the following formula:

RFCF + (the greater of (I) ED x DHR and (II) the lesser of (a) 10% and (b)(i) the sum of the Eligible Receivables for the second, third and 50% of the fourth largest Obligors, divided by (ii) the Adjusted Receivables Balance); provided that the preceding clause (II) shall only apply until such time as the Servicer has notified S&P that such clause (II) is no longer applicable

where:

RFCF = Reserve Floor – Concentration Factor for such Monthly Period

ED = Expected Dilution for such Monthly Period

DHR = Dilution Horizon Ratio for such Monthly Period

Reserve Floor — Concentration Factor: For each Monthly Period, 31.00%.

Responsible Officer: With respect to the Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust Office of such trustee, and, with respect to the Servicer, the President, any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer or assistant officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Rule 144A: Rule 144A under the Securities Act.

S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

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Sales Tax Allowance: An allowance which shall be $100,000 initially, but is subject to annual review and revision by the Servicer with the consent of the Administrative Agent (acting at the direction of the Required Noteholders).

Schedule of Loans: The schedule of Loans, annexed to the Pooling and Servicing Agreement and on file at the locations listed on Exhibit B to the Pooling and Servicing Agreement as it may be amended from time to time in accordance with the Pooling and Servicing Agreement, and the schedule of Loans attached to the Initial PSA Assignment.

Schedule of Receivables: The schedule of Receivables, annexed to the Pooling and Servicing Agreement and on file at the locations listed on Exhibit B-2 to the Pooling and Servicing Agreement, as it may be amended from time to time in accordance with the Pooling and Servicing Agreement.

Scheduled Payment: A payment which (i) is in the amount required under the terms of a Loan then in effect, except, in the case of any Loan secured by more than one item of Equipment, including any changes in the terms of such Loan resulting from a Full Prepayment with respect to any item of Equipment related thereto, (ii) is payable by the Obligor and (iii) includes finance charges equivalent to the then applicable Annual Percentage Rate. When Scheduled Payment is used with reference to a Distribution Date, it means the payment which is due in the related Monthly Period; provided, however, that in the case of the first Distribution Date, the Scheduled Payment shall include all such payments due from the Obligor on or after the Initial Cutoff Date.

Scheduled Termination Date: June 25, 2011.

Second Tier Purchased Assets: As defined in Section 2.01 of the Pooling and Servicing Agreement.

Securities: The Notes and the beneficial interests in the Issuer.

Securities Act: The Securities Act of 1933, as amended.

Security Entitlements: Has the meaning given to such term in Section 8-102(a) of the UCC.

Securityholder: Any of the Noteholders and Registered Owners.

Seller: The Person executing the Purchase Agreement as the Seller, or its successor in interest.

Servicer: The Person executing the Pooling and Servicing Agreement as the Servicer, or its successor in interest pursuant to Section 8.02 of the Pooling and Servicing Agreement.

Servicer Advance: The amount, as of an Accounting Date, which the Servicer advances on the respective Loan pursuant to Section 6.10 of the Pooling and Servicing Agreement.

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Servicer Advance Reimbursement Amount: With respect to the Equipment Loan Notes for any Distribution Date, the aggregate for each Loan the sum of (a) amounts received in the related Monthly Period on each Loan to the extent that the Servicer has previously made an unreimbursed Servicer Advance and (b) to the extent that the Servicer, in its sole discretion, determines that any prior unreimbursed Servicer Advances are not collectable, the unreimbursed amounts of those Servicer Advances.

Servicer’s Certificate: A certificate, completed by and executed on behalf of the Servicer, in accordance with Section 3.10 of the Pooling and Servicing Agreement.

Servicer Default: As defined in Section 9.01 of the Pooling and Servicing Agreement.

Servicer Modification Credit: As defined in Section 3.08 of the Pooling and Servicing Agreement.

Servicer Modification Credit Amount: As defined in Section 3.08 of the Pooling and Servicing Agreement.

Servicing Fee: A fee payable to Servicer on each Distribution Date equal to the sum of (a) for the Equipment Loans held by the Issuer, the product of one-twelfth of 1.00% and the average principal balance of the Equipment Loans held by the Issuer during the prior Monthly Period (less Defaulted Equipment Loans), and (b) for the Receivables held by the Issuer, the product of one-twelfth of 1.00% and the average receivables balance during the prior Monthly Period and relating to the Receivables held by the Issuer.

Servicing Standards: Either or both, as the context may require, of the Loan Servicing Standards or the Receivables Servicing Standards.

Special Required Noteholders: At any time, if there are (a) three or fewer Noteholders, then such Noteholders shall be the Special Required Noteholders or (b) more than three Noteholders, then the Noteholders that hold an aggregate pro rata share of equal to or greater than 81% of the aggregate principal balance of the Outstanding Notes shall be the Special Required Noteholders.

Specified Assets: As defined in Section 2.2 of the Purchase Agreement.

Subsequent Purchase Agreement Assignment: The assignment substantially in the form of Exhibit A-2 to the Purchase Agreement.

Substitute Loan: As defined in Section 2.13 of the Pooling and Servicing Agreement.

Substitution Assignment: As defined in Section 2.13 of the Pooling and Servicing Agreement.

Substitution Cutoff Date: As defined in Section 2.13(b) of the Pooling and Servicing Agreement.

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Substitution Date: The date on which a Substitution Loan is transferred pursuant to Section 2.13 of the Pooling and Servicing Agreement.

Support Party: Has the meaning given to such term in the Note Purchase Agreement.

Supporting Obligations: Has the meaning given to such term in Section 9-102(a) of the UCC.

Termination of Sale Notice: As defined in Section 7.1 of the Purchase Agreement.

Third Party Financier: As defined in the Purchase Agreement.

Transfer and Servicing Agreements: The Purchase Agreement, the assignments pursuant to Section 2.1 of the Purchase Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Indenture, the Administration Agreement and the Custodial Agreement.

Transferor: Alliance Laundry Equipment Receivables 2009 LLC.

Transferor’s Interest: A percentage equal to 1 minus the Purchasers’ Interest.

Treasury Regulations: The regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Trust: Alliance Laundry Equipment Receivables Trust 2009-A, a Delaware statutory trust created by the Trust Agreement.

Trust Agreement: The Trust Agreement dated as of June 19, 2009, between the Transferor and the Owner Trustee as amended, modified or supplemented from time to time.

Trust Estate: As defined in the Granting Clause of the Indenture.

Trustees: The Owner Trustee and the Indenture Trustee.

UCC: The Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

UCC Collateral: Any property a security interest in which may be perfected by filing under the applicable UCC.

UCC Equipment: Has the meaning given to such term in Section 9-102(a) of the UCC.

Unpaid Balance: As defined in the Purchase Agreement.

Unused Facility Fee: Either or both, as the context may require, of the Equipment Unused Facility Fee and the Receivables Unused Facility Fee.

Unused Facility Fee Percentage: As defined in the Applicable Margin Fee Letter.

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Warranty Event: With respect to a Loan, the receipt by the Transferor of notice of an event or condition that with the passage of time would result in such Loan becoming a Warranty Loan.

Warranty Loan: A Loan which the Warranty Purchaser has become obligated to repurchase pursuant to Section 2.12 of the Purchase Agreement or Section 2.12 of the Pooling and Servicing Agreement.

Warranty Payment: With respect to a Distribution Date and to a Warranty Loan repurchased as of the related Accounting Date, the sum of (i) the Loan Balance of such Loan, (ii) the interest portion of all due and past due and unpaid Scheduled Payments and (iii) any other amounts due and owing on such Loan.

Warranty Purchaser: Either (i) the Transferor or Originator pursuant to Section 2.12 of the Pooling and Servicing Agreement or (ii) ALS pursuant to Section 2.12 of the Purchase Agreement.

Weighted Average Life: As of any date of determination and any Equipment Loans, the average amount of time that will elapse from such date to the date of payment by the related Obligors on such Equipment Loans of each dollar of principal paid pursuant to the Scheduled Payments of such loans, assuming no losses or prepayments.

Weighted Average Seasoning: For each Eligible Equipment Loan, the original term of such Loan less the remaining term, multiplied by the current Loan Balance of such Loan, and divided by the Aggregate Loan Balance.

Write-Off: As defined in the Purchase Agreement.

Yield Reserve: As of any date of determination, the percentage equal to the product of (i) 2.0 times the Days Sales Outstanding - Receivables as of such date and (ii) the quotient with a numerator of (x) the sum of (a) 2.0 times the Cost of Funds Rate as determined in accordance with clause (i) of the definition thereof on such date plus (b) the sum of the Applicable Margin, the Unused Facility Fee, the Indenture Trustee Fees, the Owner Trustee Fees, the Backup Servicer Fees and the Servicing Fees (each calculated (x) for a one (1) day period and (y) based only on the amounts allocable to the Receivables Notes in accordance with the Indenture) and the denominator of which is 365.

Yield Supplement: As of any date of determination in respect of any variable rate Equipment Loan, the product of (A) a fraction with (I) a numerator equal to (x) the absolute value of the negative difference, if any, of the effective interest rate on such Equipment Loan at such date less the sum of (i) 1.00% (representing the rate of the Servicing Fee), (ii) the annualized percentage equivalent of sum of the Indenture Trustee Fees, the Owner Trustee Fees, the Custodian Fee and the Backup Servicer Fees (each based only on the amounts allocable to the Equipment Loan Notes in accordance with the Indenture), (iii) the Minimum Excess Spread and (iv) the product of (x) the sum of (a) one-month LIBOR and (b) 3.50% and (y) 100% – OC Percentage, and (II) a denominator of twelve and (B) the Loan Balance of such Loan.

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Yield Supplement Account: The account designated as such, established and maintained pursuant to Section 6.12 of the Pooling and Servicing Agreement.

Yield Supplement Required Amount: With respect to any Distribution Date, the sum for all Equipment Loans of the Yield Supplement at such time for each variable rate Equipment Loan.

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PART II - RULES OF CONSTRUCTION

(a) Accounting Terms. As used in this Appendix or the Basic Documents, accounting terms which are not defined, and accounting terms partly defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Appendix or the Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the Basic Documents will control.

(b) “Hereof,” etc. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Appendix or any Basic Document will refer to this Appendix or such Basic Document as a whole and not to any particular provision of this Appendix or such Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such Basic Document unless otherwise specified. The word “or” is not exclusive.

(c) Reference to Distribution Dates. With respect to any Distribution Date, the “related Monthly Period,” and the “related Record Date,” will mean the Monthly Period and Record Date, respectively, immediately preceding such Distribution Date, and the relationships among Monthly Periods and Record Dates will be correlative to the foregoing relationships.

(d) Number and Gender. Each defined term used in this Appendix or the Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the Basic Documents has a comparable meaning whether used in a masculine, feminine or gender-neutral form.

(e) Including. Whenever the term “including” (whether or not that term is followed by the phrase “but not limited to” or “without limitation” or words of similar effect) is used in this Appendix or the Basic Documents in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or exclusive listing of, the items within that classification.

(f) Calculations. Whenever calculations are to be performed and a component of such calculation consists of information regarding the Receivables or the Equipment for a time period prior to the Closing Date, such calculation shall be based on historical data, as contained in the “model” as it existed on the Closing Date.

APPENDIX B

Notice Addresses and Procedures

All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any Basic Document to be made upon, given or furnished to or filed with ALS, the Transferor, the Servicer, the Administrator, the Indenture Trustee, the Issuer, the Owner Trustee or the Rating Agencies shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt:

(a) in the case of the Transferor, at the following address:

Alliance Laundry Equipment Receivables 2009 LLC

c/o The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

with a copy to:

Alliance Laundry Equipment Receivables 2009 LLC

Shepard Street and Hall Street

Suite 200

Ripon, WI 54971-0990

Attention: General Counsel

Telecopy: 920-748-4334

Confirmation: 920-748-4320

and

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

Attention: Winthrop Minot

Telecopy: 617-235-0076

Confirmation: 617-951-7364

(b) in the case of the Servicer, at the following address:

Alliance Laundry Systems LLC

Shepard Street

P.O. Box 990

Ripon, WI 54971-0990

Attention: Chief Financial Officer

Telecopy: 920-748-1629

Confirmation: 920-748-1634

with a copy to:

Alliance Laundry Systems LLC

Shepard Street

P.O. Box 990

Ripon, WI 54971-0990

Attention: General Counsel

Telecopy: 920-748-4334

Confirmation: 920-748-4320

and

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

Attention: Winthrop Minot

Telecopy: 617-235-0076

Confirmation: 617-951-7364

(c) in the case of the Custodian, at the following address:

Bank of America, N.A.

540 W. Madison Street

Mail Code IL4-540-18-53

Chicago, IL 60661

Attn: Chris Claffy

(d) in the case of the Indenture Trustee, at its Corporate Trust Office

(e) in the case of the Issuer or the Owner Trustee, to the Owner Trustee at its Corporate Trust Office, with copies to:

Alliance Laundry Equipment Receivables 2009 LLC

Shepard Street and Hall Street

Suite 200

Ripon, WI 54971-0990

Attention: Chief Financial Officer

Telecopy: 920-748-1629

Confirmation: 920-748-1634

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and:

Alliance Laundry Equipment Receivables 2009 LLC

Shepard Street and Hall Street

Suite 200

Ripon, WI 54971-0990

Attention: General Counsel

Telecopy: 920-748-4334

Confirmation: 920-748-4320

The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuer.

(f) in the case of Moody’s, to

Moody’s Investors Service

ABS Monitoring Department

99 Church Street

New York, New York 10007

Telecopy: 212-552-4642

Confirmation: 212-553-0300

(g) in the case of S&P, to

Standard & Poor’s Ratings Services,

a division of The McGraw-Hill Companies, Inc.

55 Water Street

New York, New York 10041

Attention: Asset Backed Surveillance Department

Telecopy: 212-438-2648

Confirmation: 212-438-2000

(h) in the case of the Noteholders, to:

Natixis Financial Products Inc.

9 West 57^th Street, 36^th Floor

New York, NY 10019

Attention: Yazmin Vasconez

Telecopy No.: 646-942-2361

Confirmation: 212-891-6176

E-mail: Agent_group@cm.natixis.com

3

BMO Capital Markets Corp.

115 S. LaSalle Street, 13th Floor West

Chicago, IL 60603

Attention: Conduit Management Team

Telecopy No.: (312) 461-3189 / (312) 294-4908

E-mail: fundingdesk@bmo.com

The Bank of Nova Scotia

One Liberty Plaza, 26th Floor

New York, NY 10006

Attention: Michael Eden

Telecopy No.: (212) 225-5274

Confirmation: (212) 225-5007

E-mail: michael_eden@scotiacapital.com

or at such other address as shall be designated by such party in a written notice to the other parties to this Agreement.

Where any Basic Document provides for notice to the Noteholders of any condition or event, such notice shall be sufficiently given (unless otherwise expressly provided in a Basic Document) if it is in writing and mailed, first-class, postage prepaid to each Noteholder affected by such condition or event, at such Person’s address as it appears on the Note Register not later than the latest date, and not earlier than the earliest date, prescribed in such Basic Document for the giving of such notice. If notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

4

APPENDIX C

CREDIT AGREEMENT

SCHEDULE 7.01

PERFECTION CERTIFICATE – TRANSFEROR

June 26, 2009

The undersigned, Alliance Laundry Equipment Receivables 2009 LLC (the “Transferor”), hereby certifies, with reference to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of June 26, 2009 (terms defined in this certificate shall have the same meanings herein as specified in the Pooling and Servicing Agreement), among the Servicer, the Originator, the Transferor and the Issuer, to the Issuer as follows:

1. Name. The exact legal name of the Company as that name appears on its Certificate of Formation is as follows:

Alliance Laundry Equipment Receivables 2009 LLC

2. Other Identifying Factors.

(a) The following is the mailing address of the Company:

Shepard and Hall Streets

Suite 200

Ripon, Wisconsin 54971

(b) If different from its mailing address, the Company’s place of business or, if more than one, its chief executive office is located at the following address:

None

(c) The following is the type of organization of the Company:

Limited Liability Company

(d) The following is the jurisdiction of the Company’s organization:

Delaware

3. Other Names, Etc.

(a) The following is a list of all other names (including trade names or similar appellations) used by the Company, or any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five (5) years.

None

(b) Attached hereto is the information required in Section 2 for any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five (5) years.

Not Applicable

4. Other Current Locations.

(a) The following are all other locations in the United States of America in which the Company maintains any books or records relating to any of the Specified Assets consisting of accounts, instruments, chattel paper, general intangibles or mobile goods:

None

(b) The following are all other locations in the United States of America where any of the Specified Assets consisting of inventory or equipment is located:

Not Applicable

(c) The following are the names and addresses of all persons or entities other than the Company, such as, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Specified Assets consisting of instruments, chattel paper, inventory or equipment:

LaSalle Bank National Association

2571 Busse Road

Suite 200

Elk Grove Village, IL 60007

5. Prior Locations.

(a) Set forth below is the information required by Section 4(a) with respect to each location or place of business previously maintained by the Company at any time during the past five (5) years in a state in which the Company has previously maintained a location or place of business at any time during the past four (4) months:

Not Applicable

IN WITNESS WHEREOF, we have hereunto signed this Certificate as of the date first above written.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

By:

Name:

Title:

EX-10.4

Exhibit 10.4

NOTE PURCHASE AGREEMENT

Dated as of June 26, 2009

among

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A,

Issuer,

ALLIANCE LAUNDRY SYSTEMS LLC,

as the Servicer,

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC,

as the Transferor,

THE NOTE PURCHASERS PARTY HERETO,

NATIXIS FINANCIAL PRODUCTS INC.,

as Administrative Agent and an Agent

and

THE OTHER AGENTS PARTY HERETO

Relating to

Alliance Laundry Equipment Receivables Trust 2009-A

Equipment Loan Notes

Receivables Notes

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS	2
1.1	Definitions	2
1.2	Other Definitional Provisions	11
ARTICLE 2	AMOUNT AND TERMS OF COMMITMENTS	11
2.1	Purchases	11
2.2	Interest, Fees, Expenses, Payments, Etc	14
2.3	Requirements of Law	16
2.4	Taxes.	17
2.5	Indemnification	21
2.6	Expenses, etc	24
2.7	Deliveries by Note Purchasers	25
2.8	Non-Renewing Committed Purchasers	25
ARTICLE 3	CONDITIONS PRECEDENT	27
3.1	Conditions to Initial Purchase	27
3.2	Condition to Additional Purchases	29
ARTICLE 4	REPRESENTATIONS AND WARRANTIES	31
4.1	Representations and Warranties of the Issuer	31
4.2	Representations and Warranties of the Transferor and the Servicer	32
4.3	Representations and Warranties of the Note Purchasers	32
ARTICLE 5	COVENANTS	32
5.1	Covenants	32
ARTICLE 6	THE NOTE AGENTS	34
6.1	Authorization and Action of the Note Agents	34
6.2	Note Agent’s Reliance, Etc	35
6.3	Credit Decision	36
6.4	Indemnification of each Note Agent	37
6.5	Agents in their Individual Capacity	37
6.6	Successor Administrative Agent; Successor Agent	38
6.7	Payments by an Agent	38
ARTICLE 7	SECURITIES LAWS; TRANSFERS	39
7.1	Transfers of Notes	39

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TABLE OF CONTENTS

(continued)

		Page
7.2	Tax Characterization	44
ARTICLE 8	MISCELLANEOUS	44
8.1	Amendments and Waivers	44
8.2	Notices	45
8.3	No Waiver; Cumulative Remedies	48
8.4	Successors and Assigns	48
8.5	Successors to Servicer	48
8.6	Counterparts	49
8.7	Severability	49
8.8	Integration	49
8.9	Governing	49
8.10	Jurisdiction; Consent to Service of Process	49
8.11	Termination	49
8.12	Limited Recourse; No Proceedings	50
8.13	Survival of Representations and Warranties	50
8.14	Effect of Regulatory Change	50
8.15	Waiver of Jury Trial	51
8.16	Excess Funds	51
Exhibit A	Form of Transfer Supplement
Schedule I	Completion of Information and Signatures for Transfer Supplement
Schedule II	List of Investing Offices, Addresses for Notices, Assigned Interests and Purchase and Liquidity Percentages
Schedule III	Form of Transfer Effective Notice
Exhibit B	Form of Equipment Loan Advance Increase Notice
Schedule IV	Cap Notional Schedule

-ii-

NOTE PURCHASE AGREEMENT, dated as of June 26, 2009, by and among ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, a Delaware statutory trust (together with its successors and assigns, the “Issuer”), ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“ALS”), individually and as the Servicer, ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC, a Delaware limited liability company (“Alliance Equipment Receivables”), as the Transferor (the “Transferor”), the NOTE PURCHASERS (as hereinafter defined) from time to time party hereto, the AGENTS for the Purchaser Groups from time to time party hereto (each such party, together with their respective successors in such capacity, an “Agent”), and NATIXIS FINANCIAL PRODUCTS INC. (“NATIXIS”), as administrative agent for the Note Purchasers (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Issuer, the Servicer and the Transferor are parties to that certain Pooling and Servicing Agreement, dated as of June 26, 2009 (as the same may from time to time be amended or otherwise modified, the “Pooling and Servicing Agreement”), pursuant to which, among other things, the Transferor has assigned, transferred and conveyed, and has agreed to assign, transfer and convey, its right, title and interest in, to and under certain Equipment Loans and Receivables (as defined therein) to the Issuer, and the Servicer has agreed to service such Equipment Loans and Receivables;

WHEREAS, the Issuer and The Bank of New York Mellon, as trustee (together with its successors in such capacity, the “Indenture Trustee”), are parties to that certain Indenture, dated as of June 26, 2009 (as the same may from time to time be amended or otherwise modified, the “Indenture”);

WHEREAS, the Issuer proposes to issue its Equipment Loan Notes (the “Equipment Loan Notes”) pursuant to the Indenture;

WHEREAS, the Issuer also proposes to issue its Receivables Notes (the “Receivables Notes”) pursuant to the Indenture;

WHEREAS, the Equipment Loan Note Purchasers are willing to purchase the Equipment Loan Notes in the amount of the Equipment Loan Initial Advance on the Closing Date and from time to time thereafter to purchase Equipment Loan Advance Increases on the terms and conditions provided for herein;

WHEREAS, the Receivables Note Purchasers are willing to purchase the Receivables Notes in the amount of the Receivables Initial Advance on the Closing Date and from time to time thereafter to purchase Receivables Advance Increases on the terms and conditions provided for herein;

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

1.1 Definitions. All capitalized terms used herein as defined terms and not defined herein shall have the meanings given to them in Part I of Appendix A to the Pooling and Servicing Agreement, as in effect on the date of this Agreement and as they may be amended or otherwise modified from time to time with the consent of the Required Equipment Loan Note Owners, the Required Equipment Loan Note Purchasers, the Required Receivables Note Owners, the Required Receivables Note Purchasers and the Administrative Agent.

“Accounting Based Consolidation Event” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of a CP Conduit that are subject to this Agreement or any other Basic Document with all or any portion of the assets and liabilities of an Affected Party. An Accounting Based Consolidation Event shall be deemed to occur on the date any Affected Party shall acknowledge in writing that any such consolidation of the assets and liabilities of a CP Conduit shall occur.

“Additional Amounts” shall mean on any date of determination, any amounts then due and payable by the Issuer (determined without regard to limitations on the sources of payment thereof) pursuant to this Agreement, other than Equipment Loan Monthly Interest, the Equipment Loan Note Principal Balance, Receivables Monthly Interest and the Receivables Note Principal Balance.

“Adjusted Commitment” shall mean on any date of determination, (i) with respect to a CPC Committed Purchaser, such CPC Committed Purchaser’s Commitment minus the aggregate outstanding principal amount of its Support Advances to its related CP Conduit or (ii) with respect to a Committed Purchaser that is not a CPC Committed Purchaser, such Committed Purchaser’s Commitment.

“Administrative Agent” has the meaning specified in the preamble to this Agreement.

“Advance Increase Notice” shall mean a notice delivered by the Issuer to each Agent and the Indenture Trustee pursuant to Section 2.1(c) requesting an Equipment Loan Advance Increase or a Receivables Advance Increase with the most recently delivered Borrowing Base Certificate attached thereto.

“Affected Party” shall mean, with respect to any CP Conduit, any Support Party of such CP Conduit.

“Affiliate Conduit Assignee” means a commercial paper conduit which is administered by the same Agent or supported by the same Support Party as the CP Conduit that from time to time designates such commercial paper conduit to accept an assignment from such CP Conduit of all or a portion of its Percentage Interest.

“Agent” has the meaning specified in the preamble to this Agreement.

“Agreement” shall mean this Note Purchase Agreement, as amended, supplemented or otherwise modified from time to time.

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“Alliance Equipment Receivables” has the meaning specified in the preamble to this Agreement.

“ALS” has the meaning specified in the preamble to this Agreement.

“Applicable Margin Fee Letter” has the meaning specified in the Pooling and Servicing Agreement.

“Assignee” and “Assignment” have the respective meanings specified in Section 7.1(e).

“BMO” shall mean BMO Capital Markets Corp.

“Cap Strike Rate” shall mean 6.27%.

“Closing Date” shall mean June 26, 2009.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commitment” shall mean, for any Committed Purchaser, the maximum amount of such Note Purchaser’s commitment to purchase a portion of the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, as set forth on the signature pages hereto or the Transfer Supplement by which such Committed Purchaser became a party to this Agreement or assumed the Commitment (or a portion thereof) of another Note Purchaser pursuant to Transfer Supplement(s) executed by such Purchaser and its Assignee(s) and delivered pursuant to Section 7.1. In the event that a Note Purchaser is a CPC Committed Purchaser which maintains a portion of its Commitment hereunder in relation to more than one CP Conduit, such Note Purchaser shall be deemed to hold separate Commitments hereunder in each such capacity, and in the event that a Note Purchaser is both an Equipment Loan Note Purchaser and a Receivables Note Purchaser, such Note Purchaser shall be deemed to hold separate Commitments hereunder in each such capacity.

“Committed Purchaser” shall mean each Note Purchaser identified as a Committed Purchaser on the signature pages hereto or in the Transfer Supplement pursuant to which such Note Purchaser, and any Assignee of such Note Purchaser to the extent such Assignee has assumed, pursuant to a Transfer Supplement, the Commitment of such Note Purchaser.

“Conduit Assignee” means any commercial paper conduit designated by a CP Conduit from time to time to accept an assignment from such CP Conduit of all or a portion of its Percentage Interest.

“Consented Transferee Letter” shall mean the letter, dated as of the date of this Agreement and referring to this Agreement (or any replacement therefor from time to time in effect), from the Transferor, and to and accepted by, the Administrative Agent, as such letter may be amended or otherwise modified from time to time by the Transferor with the consent of the Administrative Agent.

-3-

“CP Conduit” shall mean any Note Purchaser which is designated as a CP Conduit on the signature pages hereto or in the Transfer Supplement pursuant to which it became a party to this Agreement.

“CPC Committed Purchaser” shall mean, with respect to a CP Conduit, each Note Purchaser identified as a Committed Purchaser for such CP Conduit on the signature pages hereto or in the Transfer Supplement pursuant to which such CP Conduit became a party hereto, and any Assignee of such Note Purchaser to the extent such Assignee has assumed, pursuant to a Transfer Supplement, the Commitment of such Note Purchaser.

“Downgrade Event” shall mean, (i) a notice delivered to the Agents or the Note Purchasers by Standard & Poor’s that the Notes have been or will be placed on a watch list or have or will become subject to a ratings downgrade, or (ii) with respect to any applicable CP Conduit, a notice delivered to the Agents or the Note Purchasers by Standard & Poor’s or Moody’s that any such CP Conduit’s rating has or will be placed on a watch list or has or will become subject to a ratings downgrade solely as a result of such CP Conduit’s ownership of the Notes.

“Downgraded Purchaser” has the meaning specified in Section 7.1(j).

“Equipment Loan Advance Increase” shall mean the amount of each Advance made on the Equipment Loan Notes on each Equipment Loan Borrowing Date.

“Equipment Loan Borrowing Date” shall mean each date on which an Equipment Loan Advance Increase occurs.

“Equipment Loan Facility Limit” shall mean, for any day, $330,000,000, minus the Receivables Note Principal Balance on such day.

“Equipment Loan Initial Advance” shall mean the amount of the Advance made on the Equipment Loan Notes on the Closing Date.

“Equipment Loan Monthly Interest” shall mean, for any Distribution Date, the Equipment Loan Monthly Interest and Fees for the Interest Period ended on the day preceding such Distribution Date.

“Equipment Loan Monthly Interest and Fees” shall mean, for any Interest Period, the sum of (i) interest on the Equipment Loan Note Principal Balance for the Interest Period ended on such Distribution Date computed pursuant to Section 2.2(a) and Section 2.2(e), plus (ii) the Equipment Loan Unused Facility Fee with respect to such Interest Period.

“Equipment Loan Note Owners” shall mean the Equipment Loan Note Purchasers that are owners of record of the Equipment Loan Notes or, with respect to any Equipment Loan Note held by an Agent hereunder as nominee on behalf of Equipment Loan Note Purchasers in an Equipment Loan Purchaser Group, the Equipment Loan Note Purchasers that are beneficial owners of such Equipment Loan Note as reflected on the books of such Agent in accordance with this Agreement and the Related Documents.

-4-

“Equipment Loan Note Principal Balance” shall mean the outstanding principal balance of all Advances made on the Equipment Loan Notes.

“Equipment Loan Note Purchasers” shall mean, collectively, the CP Conduits and the Committed Purchasers that are members of an Equipment Loan Purchaser Group.

“Equipment Loan Notes” has the meaning specified in the recitals to this Agreement.

“Equipment Loan Percentage Interest” shall mean, for an Equipment Loan Note Purchaser on any day, the percentage equivalent of (a) the sum of (i) the portion of the Equipment Loan Initial Principal Balance (if any) purchased by such Equipment Loan Note Purchaser, plus (ii) the aggregate portion of Equipment Loan Advance Increases (if any) purchased by such Equipment Loan Note Purchaser prior to such day pursuant to this Agreement, plus (iii) any portion of the Equipment Loan Note Principal Balance acquired by such Equipment Loan Note Purchaser as an Assignee from another Equipment Loan Note Purchaser pursuant to a Transfer Supplement executed and delivered pursuant to Section 7.1, minus (iv) the aggregate amount of principal payments made with respect to the Equipment Loan Notes to such Equipment Loan Note Purchaser prior to such day, minus (v) any portion of the Equipment Loan Note Principal Balance assigned by such Equipment Loan Note Purchaser to an Assignee pursuant to a Transfer Supplement executed and delivered pursuant to Section 7.1, divided by (b) the aggregate Equipment Loan Note Principal Balance on such day.

“Equipment Loan Purchaser Group” shall mean each group of Equipment Loan Note Purchasers consisting of at least one Committed Purchaser and an Agent. Purchaser Groups may also contain a CP Conduit. The initial Equipment Loan Note Purchaser Groups shall be (i) Versailles Assets LLC, as a CP Conduit and as a Committed Purchaser, and Natixis, as Agent, (ii) Fairway Finance Company, LLC, as a CP Conduit and as a Committed Purchaser, and BMO, as Agent and (iii) Liberty Street Funding LLC, as a CP Conduit, and Scotia, as a Committed Purchaser and Agent.

“Equipment Loan Unused Facility Fee” shall have the meaning, with respect to each Equipment Loan Purchaser Group, specified in the Applicable Margin Fee Letter.

“Excess Funds” has the meaning specified in Section 8.15.

“Excluded Taxes” has the meaning specified in Section 2.4(a).

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles.

“Indemnitee” has the meaning specified in Section 2.5(a).

“Indenture” has the meaning specified in the recitals to this Agreement.

-5-

“Indenture Trustee” has the meaning specified in the recitals to this Agreement.

“Interest Period” shall mean the period commencing on each Determination Date and ending on the day prior to the subsequent Determination Date; provided that the initial Interest Period will be the period commencing on the Closing Date and ending on the day prior to the first Determination Date and the final Interest Period will end on the date when all Outstanding Obligations are paid in full.

“Investing Office” shall mean initially, the office of any Note Purchaser (if any) designated as such on the signature pages hereto or in the Transfer Supplement by which it became a party to this Agreement, and thereafter, such other office of such Note Purchaser or such Assignee as may be designated in writing to the applicable Agent, the Administrative Agent, the Issuer, the Transferor, the Servicer and the Indenture Trustee by such Note Purchaser or Assignee.

“Investment Letter” shall mean the letter delivered by each Note Purchaser that is substantially in the form attached as Exhibit D to the Indenture.

“Issuer” has the meaning specified in the recitals to this Agreement.

“Liquidity Percentage” shall mean, for a CPC Committed Purchaser, such CPC Committed Purchaser’s Adjusted Commitment with respect to its related CP Conduit as a percentage of the aggregate Adjusted Commitments of all CPC Committed Purchasers for such CP Conduit.

“Maximum Purchase Amount” shall mean (i) for any CP Conduit which is not a Committed Purchaser, the aggregate Commitments of the CPC Committed Purchasers in its Purchaser Group and (ii) for any Committed Purchaser, its Commitment.

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor that is a nationally recognized statistical rating organization.

“Natixis” has the meaning specified in the preamble to this Agreement.

“Note Agent” has the meaning specified in Section 6.1(a).

“Note Owner” shall mean an Equipment Loan Note Owner or a Receivables Note Owner, as applicable.

“Note Purchaser” shall mean an Equipment Loan Note Purchaser or a Receivables Note Purchaser, as applicable.

“Participant” has the meaning specified in Section 7.1(d).

“Participation” has the meaning specified in Section 7.1(d).

“Percentage Interest” shall mean the Equipment Loan Percentage Interest or the Receivables Percentage Interest, as applicable. In the event that a Note Purchaser is both an Equipment Loan Note Purchaser and a Receivables Note Purchaser, such Note Purchaser shall be deemed to hold separate Percentage Interests hereunder in each such capacity.

-6-

“Permitted Transferee” shall mean (i) prior to the Conversion Date, each initial Equipment Loan Note Purchaser or Receivables Note Purchaser, as applicable, each initial Agent (in its individual capacity), the Administrative Agent (in its individual capacity), each Conduit Assignee that is an Affiliate Conduit Assignee if a Downgrade Event has occurred, each Conduit Assignee which has been consented to as a potential Transferee by the Transferor (which consent shall not be unreasonably withheld), each Person listed in the Consented Transferee Letter as in effect on the date of the related Transfer, at such time and each other Person who has been consented to as a potential Transferee by the Transferor (which consent shall not be unreasonably withheld) or (ii) after the Receivables Conversion Date or Loan Conversion Date, as applicable, or otherwise if the Transferee is a Transferee of an Equipment Loan Note, a Receivables Note or the rights thereunder and not of any Commitment, any Transferee.

“Person” shall mean an individual, partnership, corporation, business trust, statutory trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Pooling and Servicing Agreement” shall have the meaning specified in the recitals to this Agreement.

“Primary Purchaser” shall mean with respect to each Purchaser Group, each CP Conduit, and to the extent that a Purchaser Group does not contain a CP Conduit, each Note Purchaser in such Purchaser Group.

“Purchaser Group” shall mean each Equipment Loan Purchaser Group and each Receivables Purchaser Group, as applicable.

“Purchaser Percentage” shall mean, with respect to a Primary Purchaser, its Maximum Purchase Amount as a percentage of the Equipment Loan Facility Limit or Receivables Loan Facility Limit, as applicable.

Qualified Special Purpose Entity: As defined in accordance with GAAP as such term is defined on the date of the Credit Agreement.

“Receivables Advance Increase” shall mean the amount of each Advance made to the Receivables Notes on each Receivables Borrowing Date.

“Receivables Borrowing Date” shall mean each date on which a Receivables Advance Increase occurs.

“Receivables Facility Limit” shall mean, for any day, $60,000,000, minus the excess, if any, of (x) the Equipment Loan Note Principal Balance on such day over (y) $270,000,000.

“Receivables Initial Advance” shall mean the amount of the Advance made on the Receivables Notes on the Closing Date.

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“Receivables Monthly Interest” shall mean, for any Distribution Date, the Receivables Monthly Interest and Fees for the Interest Period ended on the day preceding such Distribution Date.

“Receivables Monthly Interest and Fees” shall mean, for any Interest Period, the sum of (i) interest on the Receivables Note Principal Balance for the Interest Period ended on such Distribution Date computed pursuant to Section 2.2(a) and Section 2.2(e), plus (ii) the Receivables Unused Facility Fee with respect to such Interest Period.

“Receivables Note Owners” shall mean the Receivables Note Purchasers that are owners of record of the Receivables Notes or, with respect to any Receivables Note held by an Agent hereunder as nominee on behalf of Receivables Note Purchasers in a Receivables Purchaser Group, the Receivables Note Purchasers that are beneficial owners of such Receivables Note as reflected on the books of such Agent in accordance with this Agreement and the Related Documents.

“Receivables Note Principal Balance” shall mean the outstanding principal balance of all Advances on such Receivables Notes.

“Receivables Note Purchasers” shall mean, collectively, the CP Conduits and the Committed Purchasers that are members of a Receivables Purchase Group.

“Receivables Notes” has the meaning specified in the recitals to this Agreement.

“Receivables Percentage Interest” shall mean, for a Receivables Note Purchaser on any day, the percentage equivalent of (a) the sum of (i) the portion of the Receivables Initial Advance (if any) purchased by such Receivables Note Purchaser, plus (ii) the aggregate portion of Receivables Advance Increases (if any) purchased by such Receivables Note Purchaser prior to such day pursuant to this Agreement, plus (iii) any portion of the Receivables Note Principal Balance acquired by such Receivables Note Purchaser as an Assignee from another Receivables Note Purchaser pursuant to a Transfer Supplement executed and delivered pursuant to Section 7.1, minus (iv) the aggregate amount of principal payments made with respect to the Receivables Notes to such Receivables Note Purchaser prior to such day, minus (v) any portion of the Receivables Note Principal Balance assigned by such Receivables Note Purchaser to an Assignee pursuant to a Transfer Supplement executed and delivered pursuant to Section 7.1, divided by (b) the aggregate Receivables Note Principal Balance on such day.

“Receivables Purchaser Group” shall mean each group of Receivables Note Purchasers consisting of at least one Committed Purchaser and an Agent. Purchaser Groups may also contain a CP Conduit. The initial Receivables Note Purchaser Groups shall be (i) Versailles Assets LLC, as a CP Conduit and as a Committed Purchaser, and Natixis, as Agent, (ii) Fairway Finance Company, LLC, as a CP Conduit and as a Committed Purchaser, and BMO, as Agent and (iii) Liberty Street Funding LLC, as a CP Conduit, and Scotia, as a Committed Purchaser and Agent.

“Receivables Unused Facility Fee” shall have the meaning, with respect to each Receivables Purchaser Group, specified in the Applicable Margin Fee Letter.

-8-

“Regulatory Change” shall mean, as to each Note Purchaser, Participant or Affected Party, any change, or any generally accepted change in the interpretation or application, occurring after the date of the execution and delivery of this Agreement or, if later, the date of the execution and delivery of the Transfer Supplement by which it became party to this Agreement; in the case of a Participant, any change occurring after the date on which its Participation became effective; or in the case of an Affected Party, any change occurring after the date it became such an Affected Party, in any (or the adoption after such date of any new):

(i) United States federal or state law or foreign law applicable to such Note Purchaser, Participant or Affected Party; or

(ii) regulation, interpretation, directive, guideline or request (whether or not having the force of law) applicable to such Note Purchaser, Participant or Affected Party of any court or other judicial authority or any Governmental Authority charged with the interpretation or administration of any law referred to in clause (i) or of any fiscal, monetary, banking or other Governmental Authority or central bank having jurisdiction over such Note Purchaser, Participant or Affected Party or charged with the administration, interpretation or application of any such regulation, interpretation, directive, guideline or request. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 (or any revision or amendment to any existing interpretation thereof) by the Financial Accounting Standards Board or any Accounting Based Consolidation Event shall constitute a Regulatory Change herein.

“Related Documents” shall mean, collectively, this Agreement (including all effective Fee Letters and Transfer Supplements), the Transfer and Servicing Agreements, the Indenture, the Trust Agreement, the Administration Agreement, the Notes, the Custodial Agreement, and all agreements and instruments related thereto.

“Replacement Purchaser” has the meaning specified in Section 7.1(j).

“Required Equipment Loan Note Owners” as to any Purchaser Group, shall mean, at any time, Equipment Loan Note Owners having more than two-thirds of the aggregate Percentage Interests of all Equipment Loan Note Owners in such Purchaser Group.

“Required Equipment Loan Note Purchasers” as to any Purchaser Group, shall mean, at any time, Committed Purchasers having Commitments aggregating more than two-thirds of all of the Commitments in such Purchaser Group.

“Required Receivables Note Owners” as to any Purchaser Group, shall mean, at any time, Receivables Note Owners having more than two-thirds of the aggregate Percentage Interests of all Receivables Note Owners in such Purchaser Group.

“Required Receivables Note Purchasers” as to any Purchaser Group, shall mean, at any time, Committed Purchasers having Commitments aggregating more than two-thirds of all of the Commitments in such Purchaser Group.

“Requirement of Law” shall mean, as to any Person, any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such or to which such Person is subject, whether federal, state or local (including usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System).

-9-

“Scotia” means The Bank of Nova Scotia.

“Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor that is a nationally recognized statistical rating organization.

“Successor Servicer” shall have the meaning specified in Section 8.5.

“Support Advances” shall mean, with respect to a CPC Committed Purchaser and its related CP Conduit, any participation held by such CPC Committed Purchaser in such CP Conduit’s Percentage Interest in the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, which was purchased from such CP Conduit pursuant to a Support Facility and any loans or other advances made by such CPC Committed Purchaser to such CP Conduit pursuant to a Support Facility to fund such CP Conduit’s making or maintaining its purchases hereunder up to the amount of the related Advance (but excluding any such loans or advances made to fund such CP Conduit’s obligations to pay interest, fees or other similar amounts relating to the funding of its making or maintaining its purchases hereunder). In the event that such CPC Committed Purchaser and its related CP Conduit are both Equipment Loan Note Purchasers and Receivables Note Purchasers, such CPC Purchaser shall be deemed to hold separate Support Advances hereunder in each such capacity.

“Support Facility” shall mean any liquidity or credit support agreement with a CP Conduit which relates to this Agreement (including any master repurchase agreement or an agreement to purchase an assignment of or participation in Equipment Loan Notes or Receivables Notes), it being understood that such liquidity or credit support may also relate to other transactions.

“Support Party” shall mean any bank, insurance company or other financial institution extending or having a commitment to extend funds to or for the account of or to provide credit support for the benefit of a CP Conduit (including by agreement to purchase an assignment of or participation in Equipment Loan Notes or Receivables Notes) under a Support Facility. Each CPC Committed Purchaser for a CP Conduit which is a CP Conduit shall be deemed to be a Support Party for such CP Conduit.

“Taxes” has the meaning specified in Section 2.4(a).

“Transfer” has the meaning specified in Section 7.1(c).

“Transfer Supplement” has the meaning specified in Section 7.1(e).

“Transferee” has the meaning specified in Section 7.1(c).

“Transferor” has the meaning specified in the preamble to this Agreement.

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“written” or “in writing” (and other variations thereof) shall mean any form of written communication or a communication by means of telex, telecopier device, telegraph or cable.

1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings as set forth herein when used in any certificate or other document made or delivered pursuant hereto.

(b) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection and Exhibit references are to this Agreement, unless otherwise specified. The words “including” and “include” shall be deemed to be followed by the words “without limitation.” References to any Person include that Person’s successors in interest.

ARTICLE 2 AMOUNT AND TERMS OF COMMITMENTS

2.1 Purchases.

(a) On and subject to the terms and conditions of this Agreement (including Article 3 and clause (g) below), on the Closing Date each initial Primary Purchaser may purchase its Purchaser Percentage of the Equipment Loan Initial Advance or the Receivables Initial Advance, as applicable, for a purchase price equal to the portion of the Equipment Loan Initial Advance or the Receivables Initial Advance, as applicable, so purchased. The determination of whether an initial Primary Purchaser will make such purchase may, less such amounts as the Issuer and the initial Primary Purchasers shall agree, be made by the related Agent for such Primary Purchaser.

(b) On and subject to the terms and conditions of this Agreement (including Article 3 and clause (g) below) and prior to the applicable Conversion Date, each Primary Purchaser may purchase its Purchaser Percentage of any Equipment Loan Advance Increase or Receivables Advance Increase, as applicable, offered for purchase hereunder for a purchase price equal to the Equipment Loan Advance Increase or the Receivables Advance Increase, as applicable, so purchased. The determination of whether an initial Primary Purchaser will make such purchase may be made by the related Agent for such Primary Purchaser.

(c) Each purchase of any Equipment Loan Advance Increase or Receivables Advance Increase hereunder shall be in accordance with the provisions hereof upon delivery of an Advance Increase Notice by the Issuer to each Agent and the Indenture Trustee received no later than 3:00 p.m., New York City time, at least two Business Days prior to the applicable Equipment Loan Borrowing Date (except that once per calendar quarter, commencing June 2009, the Issuer shall only be required to provide one Business Day’s notice) or one Business Day prior to the applicable Receivables Borrowing Date (or such shorter period as may be agreed to by each Agent), in each case except as otherwise agreed by the Issuer and the Noteholders. Each Advance Increase Notice shall be irrevocable and shall specify an Advance of at least $1,000,000, unless each Committed Purchaser otherwise agrees, and in an integral multiple of

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$100,000. The Issuer may not deliver more than one Advance Increase Notice with respect to an Equipment Loan Advance Increase and more than two Advance Increase Notices with respect to a Receivables Advance Increase in any calendar week, unless each Agent otherwise agrees, which consent shall not be unreasonably withheld.

(d) Subject to the satisfaction of the applicable conditions set forth in Article 3 and clause (g) below, each CP Conduit which is a Committed Purchaser shall make a purchase of Equipment Loan Notes or Receivables Notes, as applicable, on the applicable Purchase Date in an amount equal to its Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, for a purchase price equal to its share of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as applicable, so purchased. Each CP Conduit which is not a Committed Purchaser shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to Section 2.1 (a) or 2.1(b). In the event that a CP Conduit which is not a Committed Purchaser shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each CPC Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such CPC Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and the satisfaction of the applicable conditions set forth in Article 3 and clause (g) below, each of such CP Conduit’s CPC Committed Purchasers shall make a purchase of Equipment Loan Notes or Receivables Notes, as applicable, on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as applicable, so purchased.

(e) All purchases made pursuant to this Note Purchase Agreement by each Note Purchaser in a Purchaser Group shall be evidenced by one Equipment Loan Note or Receivables Note, as applicable, for such Purchaser Group issued pursuant to the Indenture in the name of the related Agent for such Purchaser Group or, if requested by such Agent, in the name of the relevant Primary Purchaser. Each Equipment Loan Note Purchaser’s or Receivables Note Purchaser’s, as applicable, purchase price payable pursuant to Section 2.1(a), 2.1(b) or 2.1(d) shall be made available to the Issuer at such account as it shall direct or to the Agent for its Purchaser Group at the account of the Agent specified in Section 8.2(b), subject to the fulfillment of the applicable conditions set forth in Article 3, if to the Agent, at or prior to 2:00 p.m.,

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New York City time, and if to the Issuer, at or prior to 3:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds. If such funds are to be remitted to an Agent, such Agent shall promptly notify the Issuer and the Transferor in the event that any Equipment Loan Note Purchaser or Receivables Note Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article 3, as determined by such Agent, such Agent will, not later than 3:00 p.m., New York City time on such Purchase Date, make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer in the United States specified in the applicable Advance Increase Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the one Business Day prior to the Closing Date.

(f) Notwithstanding the fulfillment of the applicable conditions set forth in Article 3 with respect to a purchase, in the event that a CP Conduit which is not a Committed Purchaser elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by Section 2.1(e), such CP Conduit shall be deemed to have rescinded its election to make such purchase, and none of the Issuer, the Transferor or any other Person shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 1:00 p.m., New York City time, on the Purchase Date to each CPC Committed Purchaser for such CP Conduit and to the Issuer and the Transferor, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such CPC Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit’s CPC Committed Purchasers shall purchase a portion of the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 2:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with Section 2.1(d). Subject to such Agent’s receipt of such funds, such Agent will not later than 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in Section 2.1(e), which payment shall be deemed to be timely for purposes hereof and of the Indenture.

(g) Notwithstanding anything herein to the contrary, in no event (i) shall a Committed Purchaser be required on any date to make a purchase of the Equipment Loan Initial Advance or purchase an Equipment Loan Advance Increase which would result in its Percentage Interest of the Equipment Loan Note Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment with respect thereto; or (ii) may any Equipment Loan Advance Increase or the Equipment Loan Initial Advance be offered for purchase hereunder, nor shall any Equipment Loan Note Purchaser be obligated to purchase any Equipment Loan Advance Increase or the Equipment Loan Initial Advance, to the extent that, after giving effect to such Equipment Loan Advance Increase or purchase of the Equipment Loan Initial Advance, the Equipment Loan Note Principal Balance would exceed the Equipment Loan Facility Limit.

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(h) Notwithstanding anything herein to the contrary, in no event (i) shall a Committed Purchaser be required on any date to make a purchase of the Receivables Initial Advance or purchase a Receivables Advance Increase which would result in its Percentage Interest of the Receivables Note Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment with respect thereto; or (ii) may any Receivables Advance Increase or the Receivables Initial Advance be offered for purchase hereunder, nor shall any Receivables Note Purchaser be obligated to purchase any Receivables Advance Increase or the Receivables Initial Advance, to the extent that, after giving effect to such Receivables Advance Increase or purchase of the Receivables Initial Advance, the Receivables Note Principal Balance would exceed the Receivables Facility Limit.

2.2 Interest, Fees, Expenses, Payments, Etc.

(a) The interest and fees (including the Equipment Loan Facility Fee and the Receivables Facility Fee) on the Equipment Loan Notes and Receivables Notes shall be paid as provided in the Indenture (including Sections 2.7 and 8.2).

(b) The principal of, and interest and fees in respect of the Equipment Loan Notes shall be paid as provided in Sections 2.7 and 8.2 of the Indenture. Equipment Loan Monthly Interest and Fees for each Interest Period (including the last Interest Period) shall be due and payable on the Distribution Date immediately following such Interest Period. In the case of Equipment Loan Notes held by an Agent as nominee on behalf of an Equipment Loan Note Purchaser in its Purchaser Group, such Agent shall allocate to each Equipment Loan Note Owner in its Purchaser Group each payment in respect of the Equipment Loan Notes received by such Agent in its capacity as Equipment Loan Noteholder as provided herein. Payments in reduction of the portion of the Equipment Loan Note Principal Balance evidenced by an Equipment Loan Note shall be allocated and applied to the Equipment Loan Note Owners of such Equipment Loan Note pro rata based on their respective Percentage Interests of the Equipment Loan Note Principal Balance, or in any such case in such other proportions as each affected Equipment Loan Note Purchaser may agree upon in writing from time to time with such Agent and the Issuer. Payments of interest in respect of the portion of the Equipment Loan Note Principal Balance evidenced by an Equipment Loan Note shall be allocated and applied to Equipment Loan Note Owners of such Equipment Loan Note pro rata based upon the respective amounts of interest due and payable to them, determined as provided above in this Section 2.2.

(c) The principal of, and interest and fees in respect of the Receivables Notes shall be paid as provided in Sections 2.7 and 8.2 of the Indenture. In the case of Receivables Notes held by an Agent as nominee on behalf of a Receivables Note Purchaser in its Purchaser Group, such Agent shall allocate to each Receivables Note Owner in its Purchaser Group each payment in respect of the Receivables Notes received by such Agent in its capacity as Receivables Noteholder as provided herein. Payments in reduction of the portion of the Receivables Note Principal Balance evidenced by a Receivables Note shall be allocated and applied to the Receivables Note Owners of such Receivables Note pro rata based on their respective Percentage Interests of the Receivables Note Principal Balance, or in any such case in

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such other proportions as each affected Receivables Note Purchaser may agree upon in writing from time to time with such Agent and the Issuer. Payments of interest in respect of the portion of the Receivables Note Principal Balance evidenced by a Receivables Note shall be allocated and applied to Receivables Note Owners of such Receivables Note pro rata based upon the respective amounts of interest due and payable to them, determined as provided above in this Section 2.2. Payments of the Receivables Unused Facility Fee shall be allocated and paid to Receivables Note Owners pro rata based upon their respective interest in the Receivables Note Principal Balance for the applicable Interest Period.

(d) Any fees and any interest thereon or other amounts due and payable hereunder (without regard to any limitations set forth herein on the sources from which such amount may be paid) which are not paid on the due date thereof (including interest payable pursuant to this clause (d)) shall accrue interest (after as well as before judgment) at 2% per annum above the Base Rate plus the Applicable Margin in effect on the date the payment was due from and including the due date thereof to but excluding the date such amount is actually paid.

(e) Unless otherwise specified in the Applicable Margin Fee Letter, interest calculated by reference to the Adjusted Eurodollar Rate shall be calculated on the basis of a 360-day year for the actual days elapsed. Periodic fees or other periodic amounts payable hereunder shall be calculated, unless otherwise specified in the Fee Letter, on the basis of a 360-day year and for the actual days elapsed.

(f) All payments to be made hereunder or under the Indenture, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 11:30 a.m., New York City time, on the due date thereof to the applicable Agent, at its account specified in Section 8.2(b), in Dollars and in immediately available funds. Payments received by such Agent after 11:30 a.m., New York City time, shall be deemed to have been made on the next Business Day, unless otherwise agreed to by such Agent. Notwithstanding anything herein to the contrary, if any payment due hereunder becomes due and payable on a day other than a Business Day, the payment date thereof shall be extended to the next succeeding Business Day and interest shall accrue thereon at the applicable rate during such extension. To the extent that (i) the Issuer, the Indenture Trustee, the Transferor or the Servicer makes a payment to the Administrative Agent or an Agent or Note Purchaser or (ii) the Administrative Agent or an Agent or Note Purchaser receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy or insolvency law, state or federal law, common law, or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Administrative Agent, such Agent or such Note Purchaser, as the case may be.

(g) Each Agent shall notify the Indenture Trustee and the Servicer of the Cost of Funds for each Note Purchaser on each Determination Date.

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2.3 Requirements of Law.

(a) In the event that any Note Purchaser, Participant or Affected Party, as applicable, shall have reasonably determined that any Regulatory Change shall impose, modify, hold or deem applicable any reserve, special deposit, compulsory loan or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System and any such establishment or interpretation of accounting principles) against assets of or held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, such Note Purchaser or Affected Party, as applicable, or shall impose on any Note Purchaser, Affected Party or the London interbank market any other condition affecting this Agreement, the Indenture or any Transfer and Servicing Agreement, the ownership, maintenance or financing of the Notes, the Trust Estate or payments of amounts due hereunder or its obligations to advance funds hereunder or under a Support Facility and the result of any of the foregoing is to increase the cost to such Note Purchaser or Affected Party, by an amount which such Note Purchaser or Affected Party in good faith deems to be material, of maintaining its Commitment (whether hereunder or under a Support Facility) or its interest in the Equipment Loan Notes or Receivables Notes, as applicable, or to reduce any amount receivable in respect thereof, then, in any such case, after submission by such Note Purchaser or Affected Party to the Agent for the related Purchaser Group of a written request therefor and the submission by such Agent to the Issuer, the Transferor and the Servicer of such written request therefor, together with the certificate described in Section 2.3(d) below, the Servicer shall pay to such Agent for the account of such Note Purchaser or Affected Party any additional amounts necessary to compensate such Note Purchaser or Affected Party for such increased cost or reduced amount receivable, to the extent not already reflected in the applicable interest rate (other than with respect to the applicable margin), together with interest on any such unpaid amount from the Distribution Date following receipt by the Issuer of such request for compensation under this Section 2.3(a), if such request is received by the Issuer at least five Business Days prior to the Determination Date related to such Distribution Date, and otherwise from the following Distribution Date, until payment in full thereof (after as well as before judgment) at the Federal Funds Rate in effect from time to time.

(b) In the event that any Note Purchaser or Affected Party, as applicable, shall have reasonably determined that any Regulatory Change regarding capital adequacy or any change in the application of generally accepted accounting principles has the effect of reducing the rate of return on such Note Purchaser’s or Affected Party’s capital or on the capital of any Person controlling such Note Purchaser or Affected Party as a consequence of its obligations hereunder or with respect hereto or its maintenance of its Commitment (whether hereunder or under a Support Facility) or its interest in the Equipment Loan Notes or Receivables Notes, as applicable, to a level below that which such Note Purchaser, Affected Party or such Person could have achieved but for such Regulatory Change (taking into consideration such Note Purchaser’s, Affected Party’s or Person’s policies with respect to capital adequacy) or such accounting change by an amount in good faith deemed by such Note Purchaser, Affected Party or Person to be material, then, from time to time, after submission by such Note Purchaser or Affected Party to the Agent for the related Purchaser Group of a written request therefor and the submission by such Agent to the Issuer, the Transferor and the Servicer of such written request therefor, together with the certificate described in Section 2.3(d) below, the Issuer and the Servicer shall, on a joint and several basis, pay to such Agent for the account of such Note Purchaser or

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Affected Party such additional amount or amounts as will compensate such Note Purchaser, Affected Party or Person, as applicable, for such reduction, together with interest on any such unpaid amount from the Distribution Date following receipt by the Issuer of such request for compensation under this Section 2.3(b), if such request is received by the Issuer at least five Business Days prior to the Determination Date related to such Distribution Date, and otherwise from the following Distribution Date, until payment in full thereof (after as well as before judgment) at the Federal Funds Rate in effect from time to time. Nothing in this Section 2.3(b) shall be deemed to require the Issuer or the Servicer to pay any amount to a Note Purchaser or Affected Party to the extent such Note Purchaser or Affected Party has been compensated therefor under another provision of this Agreement or to the extent such amount is already reflected in the applicable interest rate (other than with respect to the applicable margin).

(c) Each Note Purchaser and Affected Party agrees that it shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to Sections 2.3(a) and 2.3(b), including but not limited to designating a different Investing Office for their Equipment Loan Notes or Receivables Notes, as applicable (or any interest therein), if such efforts will avoid the need for, or reduce the amount of, any increased amounts referred to in Section 2.3(a) or 2.3(b) and will not, in the reasonable opinion of such Note Purchaser or Affected Party, as applicable, be unlawful or otherwise disadvantageous to such Note Purchaser or Affected Party or inconsistent with its policies or regulatory restrictions or result in any unreimbursed cost or expense to such Note Purchaser or Affected Party or in an increase in the aggregate amount payable under Sections 2.3(a) and 2.3(b).

(d) Each Note Purchaser or Affected Party claiming increased amounts described in Section 2.3(a) or 2.3(b) will furnish to the Agent for the related Purchaser Group (together with its request for compensation) a certificate prepared in good faith setting forth the basis (which may include the use of estimates derived using commercially reasonable methods) and the calculation of the amount (in reasonable detail) of each request by such Note Purchaser or Affected Party for any such increased amounts referred to in Section 2.3(a) or 2.3(b). Any such certificate shall be conclusive absent manifest error, and such Agent shall deliver a copy thereof to the Issuer, the Transferor and the Servicer. Failure on the part of any Note Purchaser or Affected Party to demand compensation for any amount pursuant to Section 2.3(a) or 2.3(b) with respect to any period shall not constitute a waiver of such Note Purchaser’s or Affected Party’s right to demand compensation with respect to such period; provided, however, that notwithstanding the foregoing provisions of this Section 2.3, a Note Purchaser or Affected Party, as applicable, shall not be compensated for any such amount relating to any period ending more than six months prior to the date that the related Agent for such Note Purchaser or Affected Party notifies the Issuer, the Transferor and the Servicer in writing thereof or for any amounts resulting from a change by any Note Purchaser or Affected Party of its Investing Office (other than changes required by law or changes made pursuant to Section 2.3(c) or Section 2.4(d)). Amounts owing under this Section 2.3 by the Issuer shall be due and payable in accordance with Section 8.2 of the Indenture.

2.4 Taxes.

(a) All payments made to a Note Purchaser, Affected Party, Participant, Assignee, or Agent, or to the Administrative Agent under this Agreement and the Indenture

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(including all amounts payable with respect to the Equipment Loan Notes or Receivables Notes, as applicable) shall, to the extent allowed by law, be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp, excise, franchise or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, “Taxes”), excluding, (i) income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent (as the case may be) or the gross receipts or income of the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent (as the case may be); (ii) any Taxes that would not have been imposed but for the failure of the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required by this Agreement to be furnished by the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent, as applicable; and (iii) any Taxes imposed as a result of a change by the Administrative Agent or any Note Purchaser, Affected Party, Participant, Assignee or Agent of its Investing Office (other than changes pursuant to this Agreement, including Section 2.4(c), or required by law) (all such excluded taxes being hereinafter called “Excluded Taxes”). If, as a result of any change in law, treaty or regulation or in the interpretation or administration thereof by any governmental or regulatory agency or body charged with the administration or interpretation thereof, or the adoption of any law, treaty or regulation, any Taxes, other than Excluded Taxes, are required to be withheld from any amounts payable to the Administrative Agent or a Note Purchaser, Affected Party, Participant, Assignee or Agent hereunder or under the Indenture, then after submission by any Note Purchaser, Affected Party, Participant or Assignee to the Agent for the related Purchaser Group and by any Agent or the Administrative Agent to the Issuer, the Transferor and the Servicer of a written request therefor, together with the certificate described in Section 2.4(b) below, the amounts so payable to the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent, as applicable, shall be increased by the Issuer, and the Servicer shall pay to the applicable Agent for the account of such Note Purchaser, Participant, Assignee or Affected Party or for its own account or to the Administrative Agent, as applicable, the amount of such increase to the extent necessary to yield to the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent, as applicable (after payment of all such Taxes) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified in this Agreement and the Indenture; provided, however, that the amounts (including any related interest or penalties) so payable to the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent shall not be increased pursuant to this Section 2.4(a) if such requirement to withhold results from the failure of such Person to comply with Section 2.4(c). Whenever any Taxes are payable on or with respect to amounts distributed to the Administrative Agent or a Note Purchaser, Affected Party, Participant, Assignee or Agent, then, as promptly as possible thereafter the Servicer shall send to the Agent, on behalf of such Note Purchaser or Affected Party, Participant or Assignee, or to the Administrative Agent or such Agent, as applicable, a certified copy of an original official receipt showing payment thereof. If either the Issuer or Servicer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to

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the Agent, on behalf of itself or such Note Purchaser, Affected Party, Participant or Assignee, or to the Administrative Agent or such Agent, as applicable, the required receipts or other required documentary evidence, the Servicer and the Issuer shall pay, without duplication, to such Agent on behalf of such Note Purchaser, Affected Party, Participant or Assignee or to the Administrative Agent or such Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent, as applicable, as a result of any such failure.

(b) A Note Purchaser, Affected Party, Participant or Assignee claiming increased amounts under Section 2.4(a) for Taxes paid or payable by such Note Purchaser, Affected Party, Participant or Assignee will furnish to the applicable Agent a certificate prepared in good faith setting forth the basis (which may include the use of estimates derived using commercially reasonable methods) and amount of each request by such Note Purchaser, Affected Party, Participant or Assignee for such Taxes, and such Agent shall deliver a copy thereof to the Issuer, the Transferor and the Servicer. The Administrative Agent or an Agent, as the case may be, claiming increased amounts under Section 2.4(a) for its own account for Taxes paid or payable by the Administrative Agent or such Agent, as applicable, will furnish to the Issuer, the Transferor and the Servicer a certificate prepared in good faith setting forth the basis (which may include the use of estimates derived using commercially reasonable methods) and amount of each request by the Administrative Agent or such Agent for such Taxes. Any such certificate of the Administrative Agent or a Note Purchaser, Affected Party, Participant, Assignee or Agent shall be conclusive absent manifest error. Failure on the part of the Administrative Agent or any Note Purchaser, Affected Party, Participant, Assignee or Agent to demand additional amounts pursuant to Section 2.4(a) with respect to any period shall not constitute a waiver of the right of the Administrative Agent or such Note Purchaser, Affected Party, Participant, Assignee or Agent, as the case may be, to demand compensation with respect to such period. All such amounts shall be due and payable to such Agent on behalf of such Note Purchaser, Affected Party, Participant or Assignee or to the Administrative Agent or such Agent, as the case may be, for its own account on the Distribution Date following receipt by the Issuer of such certificate, if such certificate is received by the Issuer at least five Business Days prior to the Determination Date related to such Distribution Date and otherwise shall be due and payable on the following Distribution Date (or, if earlier, on the Final Scheduled Distribution Date).

(c) Each Equipment Loan Note Purchaser, Receivables Note Purchaser, Affected Party, Participant, Assignee, and Agent holding an interest in either the Equipment Loan Notes or Receivables Notes and the Administrative Agent agree that prior to the date on which the first interest or fee payment hereunder is due thereto, they will deliver to the Issuer, the Transferor, the Servicer, the Indenture Trustee, the applicable Agent and the Administrative Agent (i) if such Equipment Loan Note Purchaser, Receivables Note Purchaser, Affected Party, Participant, Assignee, Agent or Administrative Agent is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, two duly completed original copies of the U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN (including for purposes of claiming treaty benefits) or in either case successor applicable forms (or as otherwise required pursuant to clause (iii) herein), (ii) if such Equipment Loan Purchaser, Receivable Note Purchaser, Affected Party, Participant, Assignee or Agent, or the Administrative Agent is a United States person (as such term is defined in Section 7701(a)(30) of

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the Code) for U.S. federal income tax purposes, a duly completed U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and (iii) such other forms and information as may be required (as reasonably determined by the Issuer or Servicer) to confirm the availability of any applicable exemption from United States federal, state or local withholding or backup withholding taxes. Each Equipment Loan Note Purchaser, Receivables Note Purchaser, Affected Party, Participant, Assignee and Agent holding an interest in Equipment Loan Notes or Receivables Notes and the Administrative Agent also agree to deliver to the Issuer, the Transferor, the Servicer, the Indenture Trustee, the applicable Agent and the Administrative Agent two further copies of such Form W-8ECI, Form W-8BEN or Form W-9, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Servicer, the Issuer, the Transferor, an Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Equipment Loan Note Purchaser, Receivables Note Purchaser, Affected Party, Participant, Assignee, Agent or the Administrative Agent as applicable, is no longer eligible to deliver the then-applicable form set forth above and so advises the Servicer, the Issuer, the Transferor and the applicable Agent and the Administrative Agent.

(d) Each Note Purchaser, Affected Party, Participant, Assignee and Agent, and the Administrative Agent agree that they shall use reasonable efforts to reduce or eliminate any amount due under Section 2.3 or this Section 2.4, including but not limited to designating a different Investing Office for its Equipment Loan Notes or Receivables Notes, as applicable, (or any interest therein) if such designation will eliminate or materially reduce any amount due under Section 2.3 or this Section 2.4 and will not, in the reasonable opinion of such Note Purchaser, Affected Party, Participant, Assignee and Agent, and the Administrative Agent be unlawful or otherwise disadvantageous to such Note Purchaser, Affected Party, Participant, Assignee and Agent, and the Administrative Agent or inconsistent with its policies or result in any unreimbursed cost or expense to such Note Purchaser, Affected Party, Participant, Assignee and Agent, and the Administrative Agent or in an increase in the aggregate amount payable under Sections 2.3(a) and 2.3(b). If such amount is not eliminated by any such designation or no such designation is done and the Note Purchaser does not waive payment of such amount, such Note Purchaser and the Agent for its Purchaser Group hereby severally agree to use reasonable efforts to procure a replacement purchaser not so affected and which is reasonably acceptable to the Transferor, such Agent and the Administrative Agent (a “Replacement Purchaser”) to replace such affected Note Purchaser. The Transferor shall also have the right to procure a Replacement Purchaser, provided that such proposed Replacement Purchaser is reasonably acceptable to the Agent for the affected Purchaser Group and the Administrative Agent. No replacement of a Note Purchaser shall be effected pursuant to this Section 2.4(d) if, after giving effect thereto, any amounts shall be owing to the replaced Note Purchaser hereunder. Each affected Note Purchaser hereby agrees to take all actions necessary to permit a Replacement Purchaser to succeed to its rights and obligations hereunder.

Notwithstanding the foregoing, (i) if the Note Purchaser being replaced pursuant to this subsection is a CPC Committed Purchaser, the Replacement Purchaser shall be acceptable to the related CP Conduit and (ii) if the Note Purchaser being replaced pursuant to this

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subsection is a CP Conduit, the Replacement Purchaser shall be acceptable to all related CPC Committed Purchasers; and it shall be a condition of such replacement that such Replacement Purchaser enter into substitute Support Facilities for those to which the Note Purchaser being replaced is a party on terms mutually acceptable to the parties thereto. In the event that a proposed Replacement Purchaser which has been approved by the Transferor, the applicable Agent and the Administrative Agent as provided in this subsection is not acceptable to the applicable CP Conduit or the applicable Committed Purchasers, as applicable, or has not within a reasonable period entered into applicable Support Facilities, and another replacement Note Purchaser has not been promptly procured as provided in this subsection with the consent of all affected parties, then the Note Purchaser which failed to consent to such replacement or to enter into such Support Facilities may be replaced by a Replacement Purchaser and shall use reasonable efforts to procure a Replacement Purchaser, in each case as provided in this subsection. Amounts owing under this Section 2.4 by the Issuer shall be due and payable in accordance with Section 8.2 of the Indenture.

If such amount is not eliminated due to the failure to find an acceptable Replacement Purchaser (or such Replacement Purchaser not being acceptable to the related CP Conduit or CPC Committed Purchasers, as applicable), and the affected Note Purchaser does not waive payment of such amount, the Transferor shall have the right to procure a replacement purchaser for such Note Purchaser and any additional Note Purchaser in such Note Purchaser’s Purchaser Group (the “Exiting Note Purchaser Group”) and a replacement agent for the respective Agent in the Exiting Note Purchaser Group (collectively, the “Replacement Purchaser Group”), provided that if the Exiting Note Purchaser Group contains a member that is the Administrative Agent, such proposed Replacement Purchaser Group is reasonably acceptable to the Administrative Agent. No replacement of an Exiting Note Purchaser Group shall be effected pursuant to this Section 2.4(d) if, after giving effect thereto, any amounts shall be owing to any replaced member of such Exiting Note Purchaser Group hereunder. Each member of the Exiting Note Purchaser Group hereby agrees to take all actions necessary to permit the members of the Replacement Note Purchaser Group to succeed to its rights and obligations hereunder.

2.5 Indemnification

(a) The Issuer and ALS agree to jointly and severally indemnify and hold harmless the Administrative Agent, each Agent, each Note Purchaser and each Affected Party and any director, officer, employee or agent thereof (each such Person being an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable fees and out-of-pocket expenses of counsel) whatsoever (including claims under federal or state securities laws), which the Indemnitee incurs (or which may be claimed against the Indemnitee) by reason of or in connection with (i) the failure of the offer and sale by or on behalf of the Issuer, the Transferor or any of their affiliates of the Notes in accordance with this Agreement and the other Basic Documents to comply with applicable law, (ii) the failure by the Issuer, the Transferor, ALS or the Servicer (if the Servicer is ALS or an Affiliate thereof) to comply with any covenant set forth in this Agreement or any other Basic Document (provided that ALS shall not be liable for any indemnity arising under this clause (ii) as a result of the Issuer’s failure to increase or replenish the Letter of Credit after the Closing Date pursuant to Section 3.27 of the Indenture (or to post cash or alternative collateral pursuant to Section 3.27 of the Indenture)), (iii) reliance on any written false representation or warranty made (including

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reaffirmation) by the Issuer, the Transferor, ALS or the Servicer (if the Servicer is ALS or an Affiliate thereof) set forth in this Agreement or any other Basic Document, (iv) the failure to vest in the Indenture Trustee a first priority perfected security interest in the Trust Estate, (v) any failure of ALS, as Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement or any of the other Basic Documents, (vi) third party claims arising from the commingling of Collections by the Issuer, the Servicer or the Transferor at any time with its other funds or the funds of another Person, (vii) claims by third parties (including parties to the Basic Documents only at a time when a Rapid Amortization Event exists and at all times excluding claims arising among the Agents, the Administrative Agent and the Note Purchasers) arising out of the servicing of the Loans or Receivables, the use or ownership of the Equipment, or the repossession (other than Losses related to a decline in value of the Equipment repossessed) or operation by the Servicer or any Affiliate thereof of any item of Equipment or collateral therefor, but only so long as and with respect for actions taken while ALS is the Servicer, (viii) any statement, omission or act in connection with the offering, issuance, sale or delivery of any of the Notes and (ix) claims by third parties relating to products liability, lender liability or any other claims by third parties (including parties to the Basic Documents only at a time when a Rapid Amortization Event exists and at all times excluding claims arising among the Agents, the Administrative Agent and the Note Purchasers) arising from the transactions contemplated by this Agreement or any other Basic Document, except (A) to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the bad faith, willful misconduct or gross negligence of an Indemnitee within the same Equipment Loan Purchaser Group or Receivables Purchaser Group, as applicable, as the Indemnitee making the claim in performing its obligations under this Agreement, (B) for recourse as a result of nonpayment by Obligors for credit reasons on the Accounts or the related Equipment Loans, (C) for recourse as a result of nonpayment by Obligors for credit reasons on the Accounts or the related Receivables or (D) to the extent the same constitute consequential, special or punitive damages. Subject to the limitations set forth above, but without limiting the generality of the foregoing, the Issuer agrees to indemnify and hold harmless each Indemnitee from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement, including payment of the Equipment Loan Note Principal Balance and payment of the Receivables Note Principal Balance) be imposed on, incurred by or asserted against such Indemnitee in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by any Indemnitee under or in connection with any of the foregoing; provided that the Issuer shall not be liable under this sentence for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Indemnitee within the same Equipment Loan Purchaser Group or Receivables Purchaser Group, as applicable, as the Indemnitee making the claim resulting from its own gross negligence or willful misconduct. Promptly after receipt by an Indemnitee of notice of the commencement of any action, such Indemnitee, as the case may be, will, if a claim in respect thereof is to be made under this Section 2.5(a), notify the Issuer and the Transferor in writing of the commencement thereof; provided, however, the omission to so notify the Issuer or the Transferor will not relieve the Issuer or the Transferor from any liability which it may have to such Indemnitee under this Section 2.5(a) except to the extent the Issuer or the Transferor was actually prejudiced by the failure to give such notices promptly. Amounts owing under this Section 2.5(a) by the Issuer shall be due and payable in accordance with Section 8.2 of the Indenture.

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(b) If any action or proceeding (including any governmental investigation) shall be brought or asserted against any Indemnitee in respect of which the indemnity provided above may be sought from ALS or the Issuer (the “Indemnifying Party”) each such Indemnitee shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party may, within a reasonable time, irrevocably assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnitee and the payment of all expenses and reasonable legal fees; provided that failure to notify the Indemnifying Party shall not relieve it from any liability it may have to such Indemnitee except to the extent that it shall be actually prejudiced thereby; provided, further, that, the Indemnifying Party shall not be entitled to assume the defense of any such action or proceeding (i) unless the Indemnifying Party shall have acknowledged in writing to the Indemnitee that such action or proceeding is covered by the indemnification set forth in Section 2.5(a), (ii) if the proceeding is a governmental proceeding involving the possible imposition of any criminal liability or penalty, (iii) if the relief sought in such action or proceeding is the seeing of injunctive relief against the Indemnifying Party affecting property, assets or activity not related to this transaction, or (iv) in the reasonable opinion of the Indemnitee, such defense or compromise involves a conflict of interest between such Indemnitee and an Indemnifying Party. The Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnitee; provided, however that the fees and expenses of separate counsel to the Indemnitee in any such proceeding shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or employ counsel reasonably satisfactory to the Indemnitee in any such action or proceeding within a reasonable time after the commencement of such action or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnitee and the Indemnifying Party, and the Indemnitee shall have been advised in writing by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party which gives rise to a conflict of interest (in which case, if the Indemnitee notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by the Indemnitee and shall be reasonably acceptable to the Indemnitee). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to the Indemnifying Party (to which the Indemnified Party did not consent), but, if settled with its written consent, or if there is a final non-appealable judgment for the plaintiff in any such action or proceeding with respect to which the Indemnifying Party shall have received notice in accordance with this paragraph, the Indemnifying Party agrees to indemnify and hold the Indemnitees harmless from and against any loss or liability by reason of such settlement or judgment.

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(c) Any Successor Servicer, by accepting its appointment pursuant to the Pooling and Servicing Agreement, (i) shall agree to be bound by the terms, covenants and conditions contained herein applicable to the Servicer and to be subject to the duties and obligations of the Servicer hereunder, (ii) as of the date of its acceptance, shall be deemed to have made with respect to itself only the representations and warranties made by the Servicer in Section 4.2 (with appropriate factual changes) and (iii) shall agree to indemnify and hold harmless any Indemnitee from and against any and all claims, damages, losses, liabilities, costs or expenses (including the fees and expenses of counsel) whatsoever which such Indemnitee may incur (or which may be claimed against such Indemnitee) by reason of the bad faith, negligence or willful misconduct of such Servicer in exercising its powers and carrying out its obligations under this Agreement, the Pooling and Servicing Agreement or any Related Document.

(d) In the event that for any reason, any Note Purchaser receives any repayment of (i) its share of the Equipment Loan Note Principal Balance (A) other than on a Distribution Date or (B) on a Distribution Date if less than 2 Business Days’ prior notice of such Distribution Date repayment is received (which notice must specify the amount of such repayment), or (ii) its share of the Receivables Note Principal Balance upon fewer than 1 Business Day’s prior written notice no later than 3:00 p.m., New York City time (which notice must specify the amount of such repayment), then in any such case the Issuer agrees to indemnify and hold harmless each affected Note Purchaser against, and to promptly pay on demand directly to such Note Purchaser the amount equal to any loss, cost or expense incurred or suffered by such Note Purchaser as a result of such change, repayment or other action, including any hedge breakage costs and any loss, cost or reasonable out-of-pocket expense incurred or suffered by such Note Purchaser (other than loss of profit) by reason of any prepayment expense incurred or suffered by reason of the liquidation on redeployment of deposits or other funds prepaid, repaid or otherwise acquired by such Note Purchaser, in amounts which correspond to its share of the Equipment Loan Note Principal Balance or Receivables Note Purchase Balance, as applicable. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section 2.5 submitted by a Note Purchaser, an Agent, or the Administrative Agent, as the case may be, to the Issuer, the Transferor and the Servicer shall be conclusive absent manifest error.

2.6 Expenses, etc.

(a) The Transferor, ALS and the Issuer (with respect to the Issuer, in accordance with Section 8.2 of the Indenture) agree jointly and severally to pay on demand (i) to the Administrative Agent, each Agent, the initial Equipment Loan Note Purchasers, and the initial Receivables Note Purchasers all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Rating Agencies in connection with their rating of the Notes and their review of the Note Purchasers’ acquisition and funding of the Notes (including all costs incurred with respect to the confirmation of a CP Conduit’s rating on its commercial paper in connection therewith), (ii) to the Administrative Agent and each Agent, Equipment Loan Note Purchaser and Receivables Note Purchaser, all reasonable costs and expenses (including reasonable fees and expenses of counsel) in connection with the preparation, negotiation, execution, delivery, distribution, review, amendment (including any requested

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waivers and consents) of this Agreement or the Related Documents, and (iii) to the Administrative Agent and each Agent, Equipment Loan Note Purchaser and Receivables Note Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Amounts required to be paid by the Transferor pursuant to this Section 2.6(a) shall not be payable from the Trust Estate.

(b) The Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Taxes covered by Section 2.4) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save the Administrative Agent and each Equipment Loan Note Purchaser, Receivables Note Purchaser and Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees. Amounts required to be paid by the Transferor pursuant to this Section 2.6(b) shall not be payable from the Trust Estate.

2.7 Deliveries by Note Purchasers. For the purposes of Sections 2.3, 2.4, 2.5, and 2.6 above, all deliveries required to be made by a Note Purchaser to the Issuer, the Transferor or the Servicer shall be made to the Administrative Agent and to the Agent for such Note Purchaser’s Purchaser Group, and one of such Agents who in turn shall make such deliveries to the Issuer, the Transferor and/or the Servicer, as applicable. Such delivery by such Note Purchaser shall not be deemed made until such Agent for such Purchaser Group makes delivery thereof to the Issuer, the Transferor and/or the Servicer, as applicable, as provided in Section 8.2 below.

2.8 Non-Renewing Committed Purchasers.

(a) Provided no Event of Default or Rapid Amortization Event has occurred and is continuing, and subject to compliance with the terms of this Section 2.8, not more than ninety (90) days or less than sixty (60) days prior to the then current Liquidity Termination Date, the Issuer may on one occasion only request an extension thereof for an additional period such that the extended Liquidity Termination Date would fall on the Scheduled Termination Date. Each Committed Purchaser will inform the Issuer at least thirty (30) days prior to the then current Liquidity Termination Date whether it consents to such extension (which election is in the sole discretion of each Committed Purchaser).

(b) If, in accordance with Section 2.8(a), the Issuer requests that the Committed Purchasers renew their Commitments hereunder and some but less than all such Committed Purchasers consent to such renewal within thirty (30) days of the Issuer’s request, the Issuer may arrange for an assignment of, and such non-renewing Committed Purchasers shall agree to assign, to one or more financial institutions acceptable to the Agent in such non-renewing Committed Purchasers’ Purchaser Group, of all the rights and obligations hereunder of each such non-consenting Committed Purchaser in accordance with Section 7.1. Any such assignment shall become effective on the then current Liquidity Termination Date. Each Committed Purchaser which does not so consent to any renewal shall cooperate fully with the Issuer in effectuating any such assignment.

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(c) If, in accordance with Section 2.8(a), the Issuer requests that the Committed Purchasers extend the Liquidity Termination Date and some but less than all such Committed Purchasers consent to such extension within thirty (30) days after the Issuer’s request, and if none or less than all the Commitments of the non-renewing Committed Purchasers in any Purchaser Group are assigned as provided in Section 2.8(a), then (without limiting the obligations of all the Committed Purchasers to make Advances prior to the then current Liquidity Termination Date in accordance with the terms hereof) the related CP Conduit may sell an interest in its Percentage Interests hereunder for an aggregate purchase price equal to the lesser of (i) the maximum aggregate purchase price which would be payable if such CP Conduit assigned its entire interest in the applicable Notes at that time under Section 7.1(e) to any Support Party under the terms of the applicable Support Facility, and (ii) the aggregate available Commitments of the non-renewing Committed Purchasers in the applicable Purchaser Group, which purchase price shall be paid solely by the related non-renewing Committed Purchasers (or in the case of a CP Conduit that is the non-renewing Committed Purchaser, by its related Support Parties), pro rata according to their respective Commitments. Following the payment of such purchase price, (i) the extended Liquidity Termination Date shall be effective with respect to the renewing Committed Purchasers, (ii) the Equipment Loan Facility Limit and Receivables Facility Limit, as applicable, shall be automatically reduced pro rata in accordance with the reduction of the aggregate outstanding principal balance of the Notes of the non-renewing Committed Purchasers as described in the following sentence until such outstanding balance has been reduced to zero and each such facility limit is then equal to the aggregate of the Commitments of all renewing Committed Purchasers, and (iii) this Agreement and the Commitments of the renewing Committed Purchasers shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Committed Purchasers. Both prior to and after the applicable Conversion Date, all amounts which, under Section 8.2 of the Indenture, are to be applied in reduction of the principal amount of the Receivables Notes or the Equipment Loan Notes, as applicable, up to the aggregate of the applicable Percentage Interests sold to the non-renewing Committed Purchasers (or their Support Parties, as applicable) as described above in this subsection, shall be distributed ratably among the applicable Noteholders (both renewing and non-renewing) according to the aggregate of the applicable Percentage Interests held by them, in reduction of such Percentage Interests, but the non-renewing Committed Purchasers shall not be required to fund any future Advances. When (after the Liquidity Termination Date, as in effect prior to giving effect to the renewal) the aggregate principal balances of the Notes of the non-renewing Committed Purchasers described above in this subsection shall have been reduced to zero and all accrued interest allocable thereto and all other outstanding amounts owed in respect of principal of, interest on or fees or other indemnities owing to such Committed Purchasers shall have been paid to such Committed Purchasers in full, then such Committed Purchasers shall cease to be parties to this Agreement for any purpose.

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ARTICLE 3 CONDITIONS PRECEDENT

3.1 Conditions to Initial Purchase. The following shall be conditions precedent to the initial purchase of the Equipment Loan Notes or Receivables Notes, as applicable, by the Equipment Loan Note Purchasers or Receivables Note Purchasers, as applicable:

(a) the representations and warranties of the Issuer, the Servicer and the Transferor set forth or referred to in Article 4 and all representations and warranties of the Sellers set forth in the Purchase Agreement shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be true and correct as of such date), and no Rapid Amortization Event, Event of Default or Servicer Default, and no event that, after the giving of notice or the lapse of time (or both), would constitute a Rapid Amortization Event, Event of Default or Servicer Default, shall have occurred and be continuing on the Closing Date;

(b) the Applicable Margin Fee Letter shall have been executed and delivered by the Issuer to each Agent;

(c) the Equipment Loan Notes and the Receivables Notes shall have been duly issued in accordance with the Indenture;

(d)(i) the Transferor, the Servicer or the Issuer, as applicable, shall have paid all fees payable on the Closing Date to the Administrative Agent and each Agent, as applicable (for its own account or for the accounts of the initial Note Purchasers), described in the Applicable Margin Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and the Note Purchasers payable by the Transferor or the Issuer, as applicable, to the extent provided herein, or in connection with the transactions contemplated hereby and (ii) all fees payable on the Closing Date described in the Fee Letter shall have been paid; and

(e) the Administrative Agent and each Agent on behalf of the Note Purchasers shall have received on the Closing Date the following items, each of which shall be in form and substance satisfactory to each Agent and the Administrative Agent:

(i) an Officer’s Certificate of the Servicer confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of the Servicer only) above;

(ii) an Officer’s Certificate of the Transferor confirming the satisfaction of the conditions set forth in clauses (a) (as to representations and warranties of the Transferor only) and (d) above;

(iii) an Officer’s Certificate of the Issuer confirming the satisfaction of the conditions set forth in clauses (a) (as to representations and warranties of the Issuer only) and (c) above;

(iv) a copy of (A) the certificate of formation and limited liability company agreement or trust agreement, as applicable, of, and an incumbency certificate with respect to its officers executing any of the Related Documents on the Closing Date on behalf of, each of the Issuer, the Transferor and the Servicer, certified by its authorized officer, (B) the Trust Agreement and an incumbency certificate with respect to officers of the Owner Trustee executing any of the Related Documents on the Closing Date on behalf of the Issuer and (C) resolutions of the Board of Managers (or an authorized committee thereof) of each of the Transferor and the Servicer with respect to the Related Documents to which it is party, certified by its authorized officer;

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(v) a certificate issued no earlier than 30 days prior to the Closing Date by an appropriate Governmental Authority evidencing the legal existence and good standing of each of the Servicer as a Delaware limited liability company and of Transferor as a Delaware limited liability company;

(vi) the favorable written opinions of counsel for the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer, addressed to the Administrative Agent, each Agent and each Note Purchaser, dated the Closing Date, covering general corporate matters, no conflicts with any applicable law or other agreements, the due execution and delivery of, and the enforceability of, each of the Basic Documents to which the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer is party, true sale/non-consolidation, perfection and priority of security interest matters, tax characterization of the Issuer and the Notes and such other matters as the Administrative Agent or its counsel may reasonably request;

(vii) evidence of the due execution and delivery by the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee of the Related Documents to which each is party;

(viii) an executed copy of each of the Transfer and Servicing Agreements, the Indenture, the Trust Agreement, the Administration Agreement, the Control Agreement and each of the other Basic Documents;

(ix) a certificate of the Indenture Trustee as to the establishment of certain accounts as provided in the Pooling and Servicing Agreement;

(x) the duly executed Equipment Loan Note(s) registered in the name of each Agent as nominee on behalf of the Equipment Loan Note Owners in its Purchaser Group or, if requested by such Agent, in the name of the relevant Primary Purchaser;

(xi) the duly executed Receivables Note(s) registered in the name of each Agent as nominee on behalf of the Receivables Note Owners in its Purchaser Group or, if requested by such Agent, in the name of the relevant Primary Purchaser;

(xii) evidence satisfactory to the Administrative Agent that financing statements duly executed or otherwise authorized by ALS, each Seller, Alliance Equipment Receivables and the Issuer or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, or any Agent or Note Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;

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(xiii) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, listing all effective financing statements which name ALS or any Seller (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the financing statements referred to in clause (xii) above were or are to be filed, together with copies of such financing statements (none of which, other than financing statements naming the party under the Related Documents to which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder);

(xiv) evidence satisfactory to the Administrative Agent that the Notes are rated “Aa2” by Moody’s or “AA” by Standard & Poor’s;

(xv) evidence satisfactory to each initial CP Conduit that its purchase of Equipment Loan Notes and Equipment Loan Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies;

(xvi) evidence satisfactory to each initial CP Conduit that its purchase of Receivables Notes and Receivables Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies;

(xvii) a Servicer’s Certificate as of the then most recently completed Monthly Period; and

(xviii) such additional documents, instruments, certificates or letters as the Administrative Agent or any Agent or Note Purchaser may reasonably request.

(f) no material adverse change in (i) business, condition or operation of any Seller, ALS, the Transferor, the Issuer or the Servicer or (ii) the collectibility of the Loans or Receivables taken as a whole shall have occurred.

3.2 Condition to Additional Purchases. The following shall be conditions precedent to the obligation of any Note Purchaser to purchase its share of the Equipment Loan Initial Advance, any Equipment Loan Advance Increase, Receivables Initial Advance or any Receivables Advance Increase, as applicable, on any Purchase Date (including the Closing Date);

(a) except in the case of the initial purchase on the Closing Date, each Agent shall have timely received a properly completed Advance Increase Notice;

(b) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Note Purchaser or Agent hereunder shall have been paid;

(c) no Rapid Amortization Event, Event of Default or Servicer Default, and no event that, after the giving of notice or the lapse of time (or both), would constitute a Rapid Amortization Event, Event of Default or Servicer Default, shall have occurred and be continuing that has not been waived in writing by the Special Required Noteholders;

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(d) (i) in the case of the Closing Date, all conditions to the issuance of the Notes set forth in the Indenture or any other Related Document shall have been satisfied, (ii) in the case of any Equipment Loan Borrowing Date, all conditions to the occurrence of the Equipment Loan Advance Increase to occur on such Equipment Loan Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied and (iii) in the case of any Receivables Borrowing Date, all conditions to the occurrence of the Receivables Advance Increase to occur on such Receivables Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;

(e) after giving effect to the issuance of the Equipment Loan Notes, the issuance of the Receivables Notes, the Equipment Loan Advance Increase or the Receivables Advance Increase, as applicable, all representations and warranties of the Transferor, the Issuer, the Seller and the Servicer contained herein or made or reaffirmed on the related Purchase Date in the Related Documents, or otherwise made in writing pursuant to any of the provisions hereof or thereof, shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);

(f) after giving effect to the issuance of the Equipment Loan Notes or the Equipment Loan Advance Increase to occur on such Purchase Date, the Equipment Loan Note Principal Balance shall be equal to or less than the lesser of (i) the Equipment Loan Facility Limit and (ii) the Equipment Loan Borrowing Base as set forth in the related Advance Increase Notice;

(g) after giving effect to the issuance of the Receivables Notes or the Receivables Advance Increase to occur on such Purchase Date, the Receivables Note Principal Balance shall be equal to or less than the lesser of (i) the Receivables Facility Limit and (ii) the Receivables Borrowing Base as set forth in the related Advance Increase Notice;

(h) (i) after giving effect to the issuance of the Equipment Loan Notes on the Closing Date, the Weighted Average Life of the Eligible Loans in the Trust Estate shall not be greater than 3.5 years and (ii) after giving effect to any Equipment Loan Advance Increase to occur on any Purchase Date, (x) the Weighted Average Life of the Eligible Loans in the Trust Estate shall not have been greater than 3.5 years for the period of 3 consecutive calendar months ending on such Purchase Date and (y) if the Weighted Average Life of the Eligible Loans in the Trust Estate shall be greater than 3.5 years on such Purchase Date, the Weighted Average Life of the Eligible Loans in the Trust Estate after giving effect to such Equipment Loan Advance Increase shall be less than the Weighted Average Life of the Eligible Loans in the Trust Estate before giving effect to such Equipment Loan Advance Increase;

(i) the Weighted Average Seasoning of the Eligible Loans in the Trust Estate shall equal at least 15 months;

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(j) after giving effect to the issuance of the Equipment Loan Notes or the Equipment Loan Advance Increase to occur on such Purchase Date, the aggregate Loan Balance (net of security deposits) of all Equipment Loans with fixed interest rates in the Trust Estate shall not be greater than the amount set forth in the Cap Notional Schedule attached hereto as Schedule IV;

(k) after giving effect to the issuance of the Equipment Loan Notes or the Equipment Loan Advance Increase to occur on such Purchase Date, the weighted average interest rate at such time of the Equipment Loans with fixed interest rates shall not be less than 9.50%;

(l) both immediately before and after giving effect to such Advance, the amount on deposit in the Reserve Account (exclusive of RA Cash and LC Substitute Cash, but including any amounts therein constituting the Ineligible Cap Reserve at such time, if any) is then at least equal to the Reserve Account Required Amount (it being understood that the proceeds of a new Advance cannot be used to cure a shortfall in the Reserve Account Required Amount but such proceeds can be used to fund the corresponding increase in the Reserve Account Required Amount resulting from an increase in the Notes; provided that the proceeds of a new Advance can be used to cure a shortfall in the Reserve Account Required Amount once in every twelve (12) consecutive calendar months);

(m) both immediately before and after giving effect to such Advance (made on or after the first Distribution Date), the amount on deposit in the Yield Supplement Account is then at least equal to the Yield Supplement Required Amount;

(n) immediately before giving effect to such Advance, the current Excess Spread at least equals the Minimum Excess Spread and, to the best knowledge of the Transferor and the Servicer, after giving effect to such Advance the current Excess Spread will continue to at least equal the Minimum Excess Spread;

(o) the Note Purchasers shall have received all reports and other information theretofore required to be delivered by any Seller, ALS, the Issuer, the Transferor or the Servicer;

(p) in the case of each Equipment Loan Borrowing Date and Receivables Borrowing Date, the Issuer shall have delivered to each Agent an Officer’s Certificate dated such Equipment Loan Borrowing Date or Receivables Borrowing Date, as applicable, certifying that the applicable conditions described in Sections 3.2(a) through 3.2(o) have been satisfied; and

(q) the applicable Conversion Date shall not have occurred.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Issuer. The Issuer represents and warrants to the Note Purchasers, the Agents and the Administrative Agent that the representations and warranties of the Issuer set forth in the Transfer and Servicing Agreements, the Indenture and the other Related Documents to which it is a party are true and correct as of the date hereof (except for representations or warranties which relate to a specific date, which shall be true and correct as of such date).

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4.2 Representations and Warranties of the Transferor and the Servicer. Each of the Transferor and the Servicer severally (each with respect to itself only) represents and warrants to the Note Purchasers, the Agents and the Administrative Agent that its representations and warranties (as Transferor or Servicer, as applicable) set forth in the Pooling and Servicing Agreement and the other Related Documents to which it is a party are true and correct as of the date hereof (except for representations or warranties which relate to a specific date, which shall be true and correct as of such date).

4.3 Representations and Warranties of the Note Purchasers. Each of the Note Purchasers severally (each with respect to itself only) represents and warrants to, and agrees with, the Issuer, the Servicer and the Transferor that:

(a) Such Note Purchaser is duly authorized to enter into and perform this Agreement and its respective Investment Letter and has duly executed and delivered this Agreement and such Investment Letter;

(b) This Agreement constitutes the valid and binding obligation of such Note Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, receivership and other laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies as the same may be applied in the event of the bankruptcy, insolvency, reorganization, receivership or liquidation or a similar event of such Note Purchaser or a moratorium applicable to such Note Purchaser and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and

(c) No registration with, consent or approval of or other action by any federal, state, or other Governmental Authority or regulatory body having jurisdiction over such Note Purchaser is required in connection with the execution, delivery or performance by such Note Purchaser of this Agreement.

ARTICLE 5 COVENANTS

5.1 Covenants. Each of the Issuer, the Transferor, the Seller and the Servicer severally covenants and agrees, in each case as to itself individually or in such respective capacities, each with respect to itself only, until termination of this Agreement as provided herein, unless the Required Noteholders shall otherwise consent in writing (it being understood that the waiver of a breach of any such covenant or agreement shall require the consent of the Special Required Noteholders if such breach constitutes an Event of Default under Section 5.1(d) of the Indenture or a Servicer Default under Section 9.01(b) of the Pooling and Servicing Agreement), that:

(a) Unless waived in writing by the Special Required Noteholders, each of the Issuer, the Transferor, the Seller and the Servicer, as applicable, shall perform in all material respects each of the respective agreements and warranties applicable to it under the Related Documents to which it is a party and comply in all material respects with each of the respective terms and provisions applicable to it under the Related Documents to which it is party, which agreements and warranties are hereby incorporated by reference into this Agreement as if set forth herein in full;

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(b) The Transferor, the Issuer and the Servicer, as applicable, shall promptly furnish to each Agent and the Administrative Agent (i) a copy of each certificate, report, statement, notice or other communication furnished by or on behalf of the Transferor, the Issuer or the Servicer, as applicable, to the holders of Notes concurrently therewith, and (ii) such other information, documents, records or reports respecting the Equipment Loans and Receivables, the Issuer, the Transferor or the Servicer which is in the possession or under the control of the Issuer, the Transferor or the Servicer, as the case may be, as the Administrative Agent may from time to time reasonably request;

(c) Without limitation of the provisions of Section 5.1(b) above, the Servicer (with respect to clauses (i), (ii) and (iii) of this Section 5.1(c)) and the Issuer (with respect to clause (iv) of this Section 5.1(c)) shall furnish to each Agent (i) with respect to each Distribution Date, a copy of the completed Servicer’s Certificate furnished to each initial Noteholder and the Rating Agencies pursuant to Section 5.08 of the Pooling and Servicing Agreement, (ii) a copy of each annual certified public accountants’ reports received by the Indenture Trustee, the Owner Trustee and the Servicer pursuant to Section 5.02(a) of the Pooling and Servicing Agreement, (iii) a copy of each Officer’s Certificate of the Servicer furnished to the Indenture Trustee and the Owner Trustee pursuant to Section 5.01(a) of the Pooling and Servicing Agreement and (iv) a copy of each Opinion of Counsel delivered pursuant to Section 3.6 or Section 12.1 of the Indenture);

(d) Each of the Issuer, the Transferor, the Servicer and the Seller, as applicable, shall furnish to each Agent promptly after known to such party, information with respect to any action, suit or proceeding involving such party or any of its Affiliates by or before any court or any Governmental Authority which, if adversely determined, would be reasonably likely to result in a material and adverse effect on the transactions contemplated by, or such party’s ability to perform its obligations under, this Agreement or the Related Documents;

(e) From the date hereof until the termination date of this Agreement, unless waived by the Required Noteholders, each of the Issuer, the Transferor and the Servicer, as applicable, will comply with the provisions set forth in Section 5.03 of the Pooling and Servicing Agreement;

(f) The Transferor and Servicer shall furnish to each Agent, promptly after the occurrence of any Rapid Amortization Event or Event of Default, a certificate of an appropriate officer of the Transferor setting forth the information provided in the certificate delivered pursuant to Section 4.1(k) of the Indenture;

(g) The Transferor, the Issuer and the Servicer, as applicable, shall comply with the provisions set forth in Section 9.2 of the Indenture; and

(h) Each statement of the Servicer delivered in accordance with Section 12.1 of the Indenture shall be correct in all material respects and shall have been prepared, in all material respects, in accordance with the applicable provisions of the Related Documents.

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ARTICLE 6 THE NOTE AGENTS

6.1 Authorization and Action of the Note Agents. (a) Each Note Purchaser hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Indenture, any Transfer and Servicing Agreement and any other Related Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Note Purchaser in each Purchaser Group hereby appoints and authorizes the Agent for such Purchaser Group as the agent of such Note Purchaser under this Agreement to take such action as agent on its behalf and to exercise such powers under this Agreement, the Indenture, the Pooling and Servicing Agreement and any other Related Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither any Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Note Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agent. In furtherance, and without limiting the generality of the foregoing, each CP Conduit and each Committed Purchaser hereby appoints the Administrative Agent and the applicable Agent as its agent to execute and deliver all further instruments and documents, and agrees to take all further action that the Administrative Agent or Agent, as applicable, may deem necessary or appropriate or that a CP Conduit or a Committed Purchaser may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor or the Issuer hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder. With respect to actions which are incidental to the actions specifically delegated to any Agent hereunder, such Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent or upon the direction of the Note Purchaser in its Purchaser Group; provided, however, no Note Agent shall be required to take any action hereunder if the taking of such action, in the reasonable determination of such Note Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose such Note Agent to liability hereunder or otherwise. Each Note Agent shall exercise such rights and powers vested in it by this Agreement, the Indenture, the Pooling and Servicing Agreement and any other Related Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) No Note Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any Rapid Amortization Event or Event of Default unless such Note Agent has received notice from the Issuer, the Transferor, the Servicer, the Indenture Trustee or any Note Purchaser, referring to this Agreement and describing such event. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Agent, and in the event any Agent receives such a notice, it shall promptly give notice thereof to the Note Purchasers in its Purchaser Group. The Administrative Agent and each Agent shall take such action with respect to such event as shall be reasonably directed by the Required Noteholders; provided, that unless and until such Note

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Agent shall have received such directions, the Administrative Agent or such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Note Purchasers or of the Note Purchasers in its Purchaser Group, as applicable.

(c) The Administrative Agent shall promptly furnish to each Agent a copy of each certificate, report, statement, notice or other communication furnished by or on behalf of the Transferor, the Issuer or the Servicer to the Administrative Agent in its capacity as Administrative Agent.

(d) The Administrative Agent shall not, without the prior written consent of each Agent and each Note Purchaser, agree or consent to any amendment, modification or waiver of any provision of this Agreement, the Transfer and Servicing Agreements or the Indenture which would in any way (i) reduce, impair or change the timing of payments required to be made by the Transferor, the Issuer or the Servicer or the application of the proceeds of such payments, (ii) increase the Servicing Fee, (iii) release any material portion of the property subject to the liens provided by the Pooling and Servicing Agreement and the Indenture (other than as expressly contemplated herein or therein) or (iv) permit the appointment of any Person (other than the Back-up Servicer) as Successor Servicer. No Agent shall agree to any amendment of this Agreement which increases the dollar amount of the commitment of its related Committed Purchaser without the prior consent of such Committed Purchaser. In addition, each Agent agrees that it shall not agree to any amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Committed Purchasers and the related CP Conduit (if any) in its Purchaser Group. In the event the Agent requests a Person’s consent pursuant to the foregoing provisions and the Agent does not receive a response to such request (either positive or negative) from such Person within 10 Business Days of such Person’s receipt of such request, then such Person (and its percentage interest hereunder) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder.

(e) Each Note Agent may execute any of its duties under any of the Related Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Note Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

(f) The Administrative Agent shall be paid for its own account an annual fee equal to $25,000, payable quarterly in arrears in accordance with the Fee Letter.

6.2 Note Agent’s Reliance, Etc. Neither any Note Agent nor any of its directors, officers, agents or employees shall be liable to any CP Conduit or Committed Purchaser for any action taken or omitted to be taken by it or them as a Note Agent under or in connection with this Agreement, the Indenture, the Transfer and Servicing Agreements or any other Related Document, except for its or their own gross negligence or willful misconduct. Without limiting the foregoing, each Note Agent: (i) may consult with legal counsel (including counsel for the Transferor, the Issuer or the Servicer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any CP Conduit or any Committed Purchaser and shall not be responsible to

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any CP Conduit or any Committed Purchaser for any statements, warranties or representations made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Indenture, any Transfer and Servicing Agreement or any other Related Document on the part of the Transferor, the Issuer or the Servicer or to inspect the property (including the books and records) of the Transferor, the Issuer or the Servicer; (iv) shall not be responsible to any CP Conduit or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Indenture, any Transfer and Servicing Agreement or any other Related Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability to any CP Conduit or Committed Purchaser under or in respect of this Agreement, the Indenture, any Transfer and Servicing Agreement or any other Related Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex) believed by it to be genuine and signed or sent by the proper party or parties. Each Note Agent shall be fully justified in failing or refusing to take any action under any of the Related Documents unless it shall first receive such advice or concurrence of the Required Noteholders as it deems appropriate or it shall first be indemnified to its satisfaction by (A) in the case of the Administrative Agent, the Committed Purchasers or (B) in the case of an Agent, the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Noteholders (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers and Receivables Note Purchasers. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) the Required Noteholders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Equipment Loan Note Purchasers or Receivables Note Purchasers in such Purchaser Group.

6.3 Credit Decision. Each CP Conduit and each Committed Purchaser acknowledges that it has, independently and without reliance upon the Administrative Agent, any of the Administrative Agent’s Affiliates, any Agent, any other Committed Purchaser or any other CP Conduit and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement, the Indenture, any Transfer and Servicing Agreement and any other Related Documents to which it is a party and, if it so determines, to accept the transfer to its related Agent on its behalf of its interest in the Equipment Loan Note or Receivables Note, as applicable, hereunder. Each CP Conduit and each Committed Purchaser also acknowledges that it will, independently and without reliance upon the Administrative Agent, any of the Administrative Agent’s Affiliates, any Agent, any other Committed Purchaser or any other CP Conduit and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement, the Indenture, any Transfer and Servicing Agreement and any other Related Documents to which it is a party. Except, in the case of a Note Agent, for notices, reports and other documents received by such Note Agent under Section 5.1, no Note Agent shall have any duty or responsibility to provide any Note Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise),

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prospects or creditworthiness of the Transferor, the Servicer, the Issuer, the Accounts, the Equipment Loans, the Receivables or the Indenture Trustee which may come into the possession of such Note Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

6.4 Indemnification of each Note Agent. (i) The Committed Purchasers agree to indemnify the Administrative Agent in its capacity as such (without limiting the obligation (if any) of the Issuer, the Transferor and the Servicer to reimburse the Administrative Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Percentage Interests), and (ii) the Committed Purchasers in each Purchaser Group agree to indemnify the Agent for such Purchaser Group in its capacity as such (without limiting the obligation (if any) of the Issuer, the Transferor and the Servicer to reimburse such Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Percentage Interests), in each case from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Note Agent (in its capacity as such) in any way relating to or arising out of this Agreement, the Indenture, the Transfer and Servicing Agreements and the other Related Documents or such action taken or omitted by such Note Agent hereunder or thereunder, provided that such Committed Purchaser shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Note Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, the Committed Purchasers agree to reimburse such Note Agent, ratably according to their Commitments (or, if the Commitments have terminated, Percentage Interests), promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by such Note Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, the Indenture, any Transfer and Servicing Agreement and any other Related Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the CP Conduits or the Committed Purchasers hereunder and/or thereunder and to the extent that such Note Agent is not reimbursed for such expenses by the Transferor, the Issuer or the Servicer. The agreements in this Section 6.4 shall survive the payment of the obligations under this Agreement, including the Equipment Loan Note Principal Balance and the Receivables Note Principal Balance.

6.5 Agents in their Individual Capacity. Each Note Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Issuer, the Transferor or the Servicer as though such Note Agent were not an agent hereunder. In addition, the Note Purchasers acknowledge that one or more Persons which are Note Agents may act (i) as administrator, sponsor or agent for one or more CP Conduits and in such capacity act and may continue to act on behalf of each such CP Conduit in connection with its business, and (ii) as the agent for certain financial institutions under the liquidity and credit enhancement agreements relating to this Agreement to which any one or more CP Conduits is party and in various other capacities relating to the business of any such CP Conduit under various agreements. Any such Person, in its capacity as Note Agent, shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as a Note Agent other than as

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expressly provided in this Agreement. Any Person which is a Note Agent may act as a Note Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity.

6.6 Successor Administrative Agent; Successor Agent. The Administrative Agent may resign at any time, effective upon the appointment and acceptance of a successor Administrative Agent as provided below, by giving written notice thereof to each Agent, each CP Conduit, each Committed Purchaser, the Indenture Trustee, the Issuer, the Transferor and the Servicer. If the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Special Required Noteholders shall appoint from among the Committed Purchasers a successor administrative agent. If no such successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Note Purchasers, appoint a successor Administrative Agent with the prior consent of the Agents (which such consent will not be unreasonably withheld) which such successor Administrative Agent shall be either (i) a commercial bank or other financial institution organized under the laws of the United States or of any state thereof and having a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a Person of the type described in clause (i). Any Agent may resign at any time, effective upon the appointment and acceptance of a successor Agent as provided below, by giving written notice thereof to the Note Purchasers in its Purchaser Group, the Administrative Agent and each other Agent, the Indenture Trustee, the Issuer, the Transferor and the Servicer. If an Agent shall resign as Agent under this Agreement, then the Required Equipment Loan Note Purchasers and the Required Equipment Loan Note Owners or the Required Receivables Note Purchasers and the Required Receivables Note Owners, in each case for the applicable Purchaser Group, shall appoint from among the Committed Purchasers in such Purchaser Group a successor agent for such Purchaser Group. If no such successor Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the CP Conduits and the Committed Purchasers in such Purchaser Group, appoint a successor Agent for such group which shall be either (i) a commercial bank or other financial institution organized under the laws of the United States or of any state thereof and having a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a Person of the type described in clause (i). Upon the acceptance of any appointment as a Note Agent hereunder by a successor Note Agent, such successor Note Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the applicable retiring Note Agent accruing after the date of its appointment, and the retiring Note Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Note Agent’s resignation hereunder as Note Agent, the provisions of this Article VI shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was such Note Agent under this Agreement.

6.7 Payments by an Agent. Unless specifically allocated to a CP Conduit or a Committed Purchaser pursuant to the terms of this Agreement, all amounts received by an Agent on behalf of the related CP Conduit(s) or Committed Purchasers) shall be paid by such Agent to such CP Conduit(s) or Committed Purchaser(s), as applicable (at the account specified in writing to such Agent) on the Business Day received by such Agent, unless such amounts are received after 12:00 noon (New York time) on such Business Day, in which case such Agent shall use its reasonable efforts to pay such amounts, on such Business Day, but, in any event, shall pay such amounts not later than 11:00 a.m. (New York time) the following Business Day.

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ARTICLE 7 SECURITIES LAWS; TRANSFERS

7.1 Transfers of Notes.

(a) Each Note Purchaser shall execute and deliver to the Issuer and the Transferor on the Closing Date an Investment Letter substantially in the form attached as Exhibit D to the Indenture. Each Note Owner agrees that the interest in the Equipment Loan Notes or Receivables Notes, as applicable, purchased by it will be acquired for investment only and not with a view to any public distribution thereof, and that such Equipment Loan Note Owner or Receivables Note Owner, as applicable, will not offer to sell or otherwise dispose of any Equipment Loan Note or Receivables Note, as applicable, acquired by it (or any interest therein) in violation of any of the requirements of the Securities Act or any applicable state or other securities laws. Each Equipment Loan Note Owner and Receivables Note Owner acknowledges that it has no right to require the Issuer or the Transferor to register, under the Securities Act, as amended, or any other securities law, the Equipment Loan Notes or the Receivables Notes (or any interest therein) acquired by it pursuant to this Agreement or any Transfer Supplement. Each Equipment Loan Note Owner and Receivables Note Owner hereby confirms and agrees that in connection with any transfer or syndication by it of an interest in the Equipment Loan Notes or Receivables Notes, as applicable, such Equipment Loan Note Owner or Receivables Note Owner has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(b) Each initial purchaser of an Equipment Loan Note or Receivables Note or any interest therein and any Assignee thereof or Participant therein shall furnish to the Issuer, the Transferor, the Servicer, the Indenture Trustee, the Administrative Agent, the Agent for its Purchaser Group, and to the Equipment Loan Note Owner or Receivables Note Owner making the Transfer the applicable forms described in Section 2.4(c).

(c) Any sale, transfer or other disposition (but not Participation, pledge or hypothecation) (any such non-excluded disposition being referred to herein as a “Transfer”) of an Equipment Loan Note, Receivables Note or any interest therein may be made only in accordance with this Section 7.1(c), Section 7.1(e) and the Indenture. Any partial Transfer of an interest in an Equipment Loan Note, a Receivables Note, a Commitment or any Purchaser Percentage by a Committed Purchaser shall be in respect of at least $5,000,000 in the aggregate, which may be composed of (A) Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, or (B) to the extent in excess of the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, subject to such Transfer, Commitment hereunder. Any Transfer of an interest in an Equipment Loan Note or Receivables Note otherwise permitted by this Section 7.1 will be permitted only if it consists of a pro rata percentage interest in all payments made with respect to the Note Purchaser’s interest in such Note. It is expressly understood and agreed that any Transfer of an interest in a Commitment includes the commitment to make Receivables Advance Increases as well as Equipment Loan

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Advance Increases until the applicable Conversion Date. Unless the Transfer occurs between members of the same Purchaser Group, no Equipment Loan Note or Receivables Note or any interest therein may be Transferred to any Person (each, a “Transferee”) unless prior to the Transfer (i) the Transferee shall have executed and delivered to the Administrative Agent, the applicable Agent, the Issuer, the Transferor and the Servicer an Investment Letter and (ii) the Noteholder making such Transfer or the Transferee shall have paid to the Administrative Agent a processing fee in the amount of $3,500.

Each of the Issuer, the Transferor and the Servicer authorizes each Note Purchaser to disclose to any Transferee and Support Party and to any prospective Transferee or Support Party which is a Permitted Transferee any and all confidential information in the Note Purchaser’s possession concerning this Agreement or the Related Documents or concerning the Accounts, the Equipment Loans or the Receivables, as applicable, or such party which has been delivered to any Agent or such Note Purchaser pursuant to this Agreement or the Related Documents (including information obtained pursuant to rights of inspection granted hereunder) or which has been delivered to such Note Purchaser by or on behalf of the Issuer, the Transferor or the Servicer in connection with such Note Purchaser’s credit evaluation of the Accounts, the Equipment Loans or the Receivables, as applicable, the Issuer, the Transferor or the Servicer prior to becoming a party to, or purchasing an interest in this Agreement, the Equipment Loan Notes or the Receivables Notes.

(d) Each Equipment Loan Note Purchaser or Receivables Note Purchaser may, in accordance with applicable law, at any time grant participations in all or part of its Commitment or its interest in the Equipment Loan Notes or Receivables Notes, as applicable, including the payments due to it under this Agreement and the Related Documents (each, a “Participation”), to any Permitted Transferee (each such Permitted Transferee, a “Participant”); provided, however, that no Participation shall be granted to any Person (i) until such Person, unless such Person is a member of the same Purchaser Group, shall have executed and delivered to the Agent, the Issuer, the Transferor and the Servicer an Investment Letter, (ii) unless and until the Agent for such Equipment Loan Note Purchaser’s Purchaser Group or Receivables Note Purchaser’s Purchaser Group shall have consented thereto, and (iii) unless such Participation consists of a pro rata percentage interest in all payments made with respect to such Equipment Loan Note Purchaser’s or Receivables Note Purchaser’s beneficial interest (if any) in the Equipment Loan Notes or Receivable Notes, as applicable. In connection with any such Participation, each Agent for a Purchaser Group shall maintain a register of each Participant of members of its Purchaser Group and the amount of each related Participation. Each Equipment Loan Note Purchaser and Receivables Note Purchaser hereby acknowledges and agrees that (A) any such Participation will not alter or affect such Equipment Loan Note Purchaser’s or Receivables Note Purchaser’s direct obligations hereunder, and (B) none of the Administrative Agent, the Indenture Trustee, the Transferor, the Issuer or the Servicer shall have any obligation to have any communication or relationship with any Participant. Each Equipment Loan Note Purchaser, Receivables Note Purchaser and each Participant shall comply with the provisions of Section 2.4(c). No Participant shall be entitled to Transfer all or any portion of its Participation, without the prior written consent of the Agent for its Purchaser Group and having complied with the requirements set forth in this Section 7.1(d). Each Participant shall be entitled to receive additional amounts and indemnification pursuant to Sections 2.3, 2.4 and 2.5 as if such Participant were an Equipment Loan Note Purchaser or Receivables Note Purchaser, as

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applicable, and such Sections applied to its Participation; provided, in the case of Section 2.4, that such Participant has complied with the provisions of Section 2.4(c) as if it were an Equipment Loan Note Purchaser or Receivables Note Purchaser, as applicable. Each Equipment Loan Note Purchaser and Receivables Note Purchaser shall give the Agent for its Purchaser Group notice of the consummation of any sale by it of a Participation. It shall be a further condition to the grant of any Participation that the Participant shall to the extent such Participant has not otherwise directly provided such forms to the Servicer and the Indenture Trustee, (i) prior to the date on which the first interest payment is due to such Participant, provide to the Servicer, the Transferor and Indenture Trustee, the forms described in Section 2.4(c) as though the Participant were an Equipment Loan Note Purchaser or Receivables Note Purchaser, as applicable, and (ii) will provide subsequent forms as described in Section 2.4(c) with respect to such Participant as though it were an Equipment Loan Note Purchaser or Receivables Note Purchaser, as applicable.

(e) Each Equipment Loan Note Purchaser and Receivables Note Purchaser may, with the consent of the Agent for its Purchaser Group and in accordance with applicable law and the Indenture, sell or assign (each, an “Assignment”), to any Permitted Transferee (each, an “Assignee”) all or any part of its Commitment (if any) or its interest in the Equipment Loan Notes or the Receivables Notes, as applicable, and its rights and obligations under this Agreement and the Related Documents pursuant to an agreement substantially in the form attached hereto as Exhibit A (a “Transfer Supplement”), executed by such Assignee and the Equipment Loan Note Purchaser or the Receivables Note Purchaser, as applicable, and delivered to the Agent for its Purchaser Group for its acceptance and consent or, in the case of an assignment, participation or pledge by a CP Conduit to a CPC Committed Purchaser within its Purchaser Group, pursuant to its Support Facility documentation; provided, however, that (i) no Assignment, other than to a member of the same Purchaser Group, shall be effective unless prior to the Assignment the Assignee shall have executed and delivered to the Administrative Agent, the Agent, the Issuer, the Transferor and the Servicer an Investment Letter, (ii) no assignment or sale by a CPC Committed Purchaser shall be effective without the consent of the CP Conduit in its Purchaser Group and (iii) in no event shall the consent of an Agent be required in the case of an assignment, participation or pledge by a CP Conduit of its interest in the Equipment Loan Notes or Receivables Notes, as applicable, and its rights and obligations under this Agreement and the Related Documents to any one or more of the CPC Committed Purchasers in its Purchaser Group. From and after the effective date determined pursuant to such Transfer Supplement, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Transfer Supplement, have the rights and obligations of an Equipment Loan Note Purchaser or Receivables Note Purchaser, as applicable, hereunder and under the Basic Documents as set forth therein and (y) the transferor Equipment Loan Note Purchaser or Receivables Note Purchaser, as applicable, shall, to the extent provided in such Transfer Supplement, be released from its Commitment and other obligations under this Agreement; provided, however, that after giving effect to each such Assignment, the obligations released by any such Equipment Loan Note Purchaser or Receivables Note Purchaser, as applicable, shall have been assumed by an Assignee or Assignees. Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Percentage Interests, Purchaser Percentages or Liquidity Percentages arising from the Assignment. Upon its receipt and acceptance of a duly executed Transfer Supplement, the Agent for the applicable Purchaser Group (or, in the case of an Assignment by

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which a new Purchaser Group is added to this Agreement, the Administrative Agent) shall on the effective date determined pursuant thereto give notice of such acceptance to the Administrative Agent, the Issuer, the Transferor, the Servicer and the Indenture Trustee.

Upon instruction to register a transfer of a Note Purchaser’s interest in the Equipment Loan Notes or Receivables Notes (or portion thereof) and surrender for registration of transfer of such Note Purchaser’s Equipment Loan Notes or Receivables Notes, as applicable) (if applicable) and delivery to the Transferor, the Issuer, the Servicer and the Indenture Trustee of an Investment Letter, executed by the registered owner (and the beneficial owner if it is a Person other than the registered owner), and receipt by the Indenture Trustee of a copy of the duly executed related Transfer Supplement and such other documents as may be required under this Agreement, such interest in the Equipment Loan Notes (or portion thereof) or the Receivables Notes (or portion thereof), as applicable, shall be transferred in the records of the Indenture Trustee and the applicable Agent and, if requested by the Assignee, new Equipment Loan Notes or Receivables Notes, as applicable, shall be issued to the Assignee and, if applicable, the transferor Note Purchaser in amounts reflecting such Transfer as provided in the Indenture. To the extent of any conflict between the provisions of this Section 7.1 and any provisions of Section 2.12 of the Indenture applicable to Transfers of Equipment Loan Notes or Receivables Notes (or interests therein), the provisions of this Section 7.1 shall control. Successive registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration of a transfer to a new registered owner shall be noted on the Note Register.

(f) Notwithstanding any other provision of this Agreement to the contrary, each Note Purchaser may at any time pledge or grant a security interest in all or any portion of its rights or its interest in the Equipment Loan Notes or Receivables Notes, as applicable, or under this Agreement as collateral to secure obligations of such Note Purchaser to any Federal Reserve Bank, without notice to or consent of the Issuer, the Administrative Agent or any other Person; provided that no such pledge or grant of a security interest shall release a Note Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such Note Purchaser as a party hereto.

(g) Any Note Purchaser shall have the option to change its Investing Office, provided that such Note Purchaser shall continue to be in compliance with the provisions of Sections 2.4(b) and 2.4(c).

(h) Each Affected Party shall be entitled to receive additional payments and indemnification pursuant to Sections 2.3, 2.4 and 2.5 as though it were a Note Purchaser and such Section applied to its interest in or commitment to acquire an interest in the Equipment Loan Notes or Receivables Notes, as applicable; provided that such Affected Party shall not be entitled to additional payments pursuant to (i) Section 2.3 by reason of Regulatory Changes which occurred prior to the date it became an Affected Party or (ii) Section 2.4 attributable to its failure to satisfy the requirements of Section 2.4(c) as if it were a Note Purchaser, and provided further, that unless such Affected Party is a Permitted Transferee or has been consented to by the Transferor, such Affected Party shall be entitled to receive additional amounts pursuant to Sections 2.3 or 2.4 only to the extent that its related CP Conduit or assigning Committed Purchaser would have been entitled to receive such amounts in the absence of the commitment and Support Advances from such Affected Party.

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(i) Each Affected Party claiming increased amounts described in Sections 2.3 or 2.4 shall furnish, through its related CP Conduit, to the Issuer, the Transferor, the Servicer, the Indenture Trustee, the Administrative Agent and the Agent for the applicable Purchaser Group a certificate setting forth the basis and amount of each request by such Affected Party for any such amounts referred to in Sections 2.3 or 2.4, such certificate to be conclusive with respect to the factual information set forth therein absent manifest error.

(j) In the event that a CPC Committed Purchaser is a Downgraded Purchaser, the related CP Conduit shall have the right to replace such Committed Purchaser with a replacement Committed Purchaser consented to by the Transferor (which consent shall not be unreasonably withheld), which “Replacement Purchaser” shall succeed to the rights of such Committed Purchaser under this Agreement in respect of its Commitment as a Committed Purchaser, and such Committed Purchaser shall assign such Commitment and its interest in the Equipment Loan Notes or Receivables Notes, as applicable, to such replacement Committed Purchaser in accordance with the provisions of this Section 7.1; provided, that (A) such Committed Purchaser shall not be replaced hereunder with a new investor until such Committed Purchaser has been paid in full its Percentage Interest of the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, and all accrued and unpaid interest thereon by such new investor and all other amounts (including all amounts owing under Sections 2.3 and 2.4) owed to it and to all Participants with respect to such Committed Purchaser pursuant to this Agreement, and (ii) if the Committed Purchaser to be replaced is a Note Agent, a replacement agent shall have been appointed in accordance with Section 6.6, and the Note Agent to be replaced shall have been paid all amounts owing to it as agent pursuant to this Agreement. For purposes of this subsection, a Committed Purchaser shall be a “Downgraded Purchaser” if and so long as the credit rating assigned to its short-term obligations by Moody’s or Standard & Poor’s on the date on which it became a party to this Agreement shall have been reduced or withdrawn, or as may be otherwise agreed among the Issuer, such Committed Purchaser and the CP Conduit in its Purchaser Group.

Notwithstanding the foregoing or the provisions of Section 7.1(j), if the Note Purchaser being replaced pursuant to this subsection is a CPC Committed Purchaser, the Replacement Purchaser shall be acceptable to the CP Conduit in its Purchaser Group in its sole discretion, and it shall be a condition of such replacement that such Replacement Purchaser enter into substitute Support Facilities for those to which the Note Purchaser being replaced is a party on terms mutually acceptable to the parties thereto. In addition, if the Note Purchaser to be replaced is an Agent or the Administrative Agent, or a CP Conduit which is administered or sponsored by an Agent or the Administrative Agent, it shall be a condition of such replacement that a replacement Agent or Administrative Agent shall have been appointed in accordance with Section 6.6, and the Agent or Administrative Agent to be replaced shall have been paid all amounts owing to it as Agent or Administrative Agent, as applicable pursuant to this Agreement.

(k) Without limiting the foregoing, each CP Conduit may, from time to time, with prior or concurrent notice to the Servicer, in one transaction or a series of transactions, assign all or a portion of its Percentage Interest in the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, and its rights and obligations under this Agreement and any other Basic Document to which it is a party to a Conduit Assignee that is a Permitted Assignee. Upon and to the extent of such assignment by the CP Conduit to a Conduit

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Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion of such Percentage Interest, (ii) the related administrator for such Conduit Assignee will act as the Agent for such Conduit Assignee, with all corresponding rights and powers, express or implied, granted to the Agent hereunder or under the other Basic Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to the CP Conduit and its Support Parties herein and in the other Basic Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the CP Conduit’s obligations, if any, hereunder or any other Basic Document, and the CP Conduit shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the CP Conduit and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of such Percentage Interest shall be made to the applicable agent or Agent, on behalf of the CP Conduit and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the defined terms and other terms and provisions of this Agreement and the other Basic Documents shall be interpreted in accordance with the foregoing, and (vii) if requested by the applicable Agent or the Administrative Agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as such Agent or Administrator may reasonably request to evidence and give effect to the foregoing. No assignment by the CP Conduit to a Conduit Assignee of all or any portion of such Percentage Interest shall in any way diminish the related CPC Committed Purchaser’s obligations under Section 2.1(d) to purchase any Equipment Loan Initial Advance, Equipment Loan Advance Increase, Receivables Initial Advance or Receivables Advance Increase not funded by the CP Conduit or such Conduit Assignee or to acquire from the CP Conduit or such Conduit Assignee all or any portion of its Percentage Interest.

7.2 Tax Characterization. It is the intention of the parties hereto that, for purposes of federal, state and local and franchise tax and any other tax measured in whole or in part by income, the Equipment Loan Notes and Receivables Notes be treated as indebtedness, and the parties hereto agree to so treat, and to take no action inconsistent with such treatment of the Equipment Loan Notes and Receivables Notes (to the extent permitted by law).

ARTICLE 8 MISCELLANEOUS

8.1 Amendments and Waivers. This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 8.1. With the written consent of the Required Noteholders and the Administrative Agent, each Agent, the Issuer, the Transferor, ALS and the Servicer may, from time to time, enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, however, that no such amendment, supplement, waiver or modification shall (i) reduce the amount or extend the maturity of any Equipment Loan Note or Receivables Note or reduce the rate or extend the time of payment of interest thereon, or reduce or extend the timing of any other amount payable to any Note Purchaser hereunder or

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under the Indenture, in each case without the consent of the Note Purchaser affected thereby, (ii) amend, modify or waive any provision of this Section 8.1, or, if such amendment would have a material adverse effect on the Equipment Loan Note Purchasers, or would alter the definition of “Equipment Loan Note Principal Balance” or “Equipment Loan Borrowing Base,” or reduce the percentage specified in the definition of “Required Equipment Loan Note Owners” or “Required Equipment Loan Note Purchasers,” in each case without the written consent of all Equipment Loan Note Purchasers, (iii) amend, modify or waive any provision of this Section 8.1, or, if such amendment would have a material adverse effect on the Receivables Note Purchasers, or would alter the definition of “Receivables Note Principal Balance” or “Receivables Borrowing Base,” or reduce the percentage specified in the definition of “Required Receivables Note Owners” or “Required Receivables Note Purchasers,” in each case without the written consent of all Receivables Note Purchasers, (iv) amend, modify or waive any provision of Section 6.1 without the written consent of each Agent affected by such amendment, modification or waiver, (v) amend, modify or waive any of the provisions of Article 2, Section 6.6 or Section 7.1 without the written consent of each Committed Purchaser and each Primary Purchaser in each Purchaser Group or (vi) amend, modify or waive any of Sections 2.1, 2.2 or Articles III, IV or VIII (other than Sections 8.12(a), 8.12(b) and 8.16). Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement; provided, further, that the signature of the Transferor, the Issuer and ALS shall not be required for the effectiveness of any amendment which modifies the representations, warranties, covenants or responsibilities of the Servicer at any time when the Servicer is not ALS or any Affiliate of ALS or a successor Servicer is designated pursuant to Section 8.5.

The Servicer shall provide notice of any amendment, modification or waiver of the provisions of this Agreement to each of Standard & Poor’s and Moody’s.

An Agent may cast any vote or give any consent or direction under the Indenture or other Related Documents on behalf of the Note Purchasers in its Purchaser Group if it has been directed to do so by the Required Equipment Loan Note Owners or the Required Receivables Note Owners, as applicable, in such Purchaser Group.

Notwithstanding anything herein to the contrary, prior to the effectiveness of any amendment, consent (except for any such consent that is expressly contemplated by the Basic Documents) or waiver pursuant to this Section 8.1 or pursuant to any other Basic Document requesting the consent of all Noteholders or the Required Noteholders to such amendment, consent or waiver, the Issuer shall have paid (i) to the Administrative Agent a non-refundable fee of $10,000 and (ii) to the consenting Note Purchasers a non-refundable fee of $30,000, which shall be distributed pro rata among the Note Purchasers.

8.2 Notices.

(a) All notices, requests and demands to or upon the respective parties hereto and all consents required to be given hereunder to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or, in the case of mail or telecopy notice, when received, addressed as follows or, with respect to an Agent or Note Purchaser, as set forth on the signature pages hereto or in its respective Transfer Supplement, or to such other address as may be hereafter notified by the respective parties hereto:

Issuer: Alliance Laundry Equipment Receivables Trust 2009-A c/o Wilmington Trust Company Rodney Square North 1100 North Market Wilmington, DE 19890-0001

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with a copy to:	Alliance Laundry Equipment Receivables 2009 LLC Shepard Street and Hall Street Suite 200 Ripon, WI 54971-0990 Attention: Chief Financial Officer Telecopy: 920-748-1629 Confirmation: 920-748-1634
Servicer:	Alliance Laundry Systems LLC Shepard Street P.O. Box 990 Ripon, WI 54971-0990 Attention: Chief Financial Officer Telecopy: 920-748-1629 Confirmation: 920-748-1634
with a copy to:	Alliance Laundry Systems LLC Shepard Street P.O. Box 990 Ripon, WI 54971-0990 Attention: General Counsel Telecopy: 920-748-4334 Confirmation: 920-748-4320
Transferor:	Alliance Laundry Equipment Receivables 2009 LLC c/o The Corporation Trust Company 1209 Orange Street Wilmington, Delaware 19801
with a copy to:	Alliance Laundry Systems LLC Shepard Street P.O. Box 990 Ripon, WI 54971-0990 Attention: General Counsel Telecopy: 920-748-4334 Confirmation: 920-748-4320

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with a copy to:	Ropes & Gray LLP One International Place Boston, Massachusetts 02110 Attention: Winthrop Minot Telecopy: 617-235-0076 Confirmation: 617-951-7364
Indenture Trustee:	The Bank of New York Mellon 101 Barclay Street, 4 West New York, NY 10286 Attn: Asset Backed Securities Group/Alliance Laundry Equipment Receivables Series 2009-A/Antonio Vayas Tel: 212-815-8325 Fax: 212-815-2493
Administrative Agent:	Natixis Financial Products Inc.,     as Administrative Agent 9 West 57th Street, 36th Floor New York, NY 10019 Attention: Yazmin Vasconez Telecopy No.: 646-942-2361 Confirmation: 212-891-6176 E-mail: Agent_group@cm.natixis.com

(b) All payments to be made to the Administrative Agent or any Agent or Note Purchaser hereunder shall be made in United States dollars and in immediately available funds not later than 11:30 a.m., New York City time, on the date payment is due, and, unless otherwise specifically provided herein, shall be made to the Agent, for the account of one or more of the Note Purchasers or for its own account, as the case may be. Unless otherwise directed by Natixis, all payments to it, as the Administrative Agent or an Agent shall be made by federal wire to it, at its account (account number GLA11569 CDF; and account name Natixis FP) maintained at The Bank of New York (ABA # 021 000 018), with telephone notice (including federal wire number) to Rachael Van Wyckhouse (201) 761-6516 or such other account as Natixis may designate in writing to the Issuer and the Transferor. Unless otherwise directed by BMO, all payments to BMO as an Agent shall be made by federal wire to it, at its account (account number 254580-4; and account reference: Alliance Laundry) maintained at Harris Trust & Savings Bank (ABA #071000288), with telephone notice (including federal wire number) to Conduit Management Team (312) 461-5353 or such other account as BMO may designate in writing to the Issuer and the Transferor. Unless otherwise directed by Scotia, all payments to Scotia as an Agent shall be made by federal wire to it, at its account (account number 2158-13; and account reference: Liberty Street Funding LLC) maintained at The Bank of Nova Scotia – New York Agency (ABA #026-002532, with telephone notice (including federal wire number) to Michael Eden ((212) 225-5007) or such other account as Scotia may designate in writing to the Issuer and the Transferor. Unless otherwise directed by an Agent or Note Purchaser, all payments to it shall be made by federal wire to the account specified on the signature pages hereto or in the Transfer Supplement by which it became a party hereto (provided, in the case of an account specified in a Transfer Supplement, that the Administrative Agent, the Transferor, the Issuer, the Servicer or the Indenture Trustee, as the case may be, shall have received notice thereof).

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8.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under any of the Related Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under any of the Related Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in the Related Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

8.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Issuer, the Transferor, ALS, the Servicer, the Administrative Agent, the Agents, the Note Purchasers, any Transferee and their respective successors and permitted assigns, and, to the extent provided herein, to each Indemnitee, Participant and Support Party and their respective successors and assigns; provided that, except as provided in Section 8.5 or in Section 9.03 of the Pooling and Servicing Agreement, the Issuer, the Transferor and the Servicer may not assign or transfer any of their respective rights or obligations under this Agreement without the prior written consent of the Special Required Noteholders; provided, further, that (i) in connection with any such assignment the assignee shall expressly agree in writing to assume all the obligations of the Issuer, the Transferor or the Servicer, as applicable, hereunder and (ii) no such assignment made without the prior written consent of the Required Noteholders shall relieve the Issuer, the Transferor, ALS or the Servicer, as applicable, of any of its obligations hereunder and provided further that no assignment permitted hereunder shall relieve the Issuer, the Transferor, ALS or the Servicer, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein).

8.5 Successors to Servicer. In the event that a transfer of servicing occurs under Section 9.03 of the Pooling and Servicing Agreement, (i) from and after the effective date of such transfer, the successor servicer (the “Successor Servicer”) shall be the successor in all respects to the Servicer and shall be responsible for the performance of all functions to be performed by the Servicer from and after such date, except as provided in the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer, and (ii) as of the date of such transfer, the Successor Servicer shall be deemed to have made with respect to itself the representations and warranties made in Section 4.2 (with appropriate factual changes); provided, however, that the references to the Servicer contained in Section 5.1 shall be deemed to refer to the Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the Servicer was Servicer under this Agreement and shall be deemed to refer to the Successor Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the Successor Servicer acts as Servicer under this Agreement; provided, however, to the extent that an obligation to indemnify Indemnitees under Section 2.5 arises as a result of any act or failure to act of any

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Successor Servicer in the performance of servicing obligations under the Pooling and Servicing Agreement, such indemnification obligation shall be of the Successor Servicer and not its predecessor.

8.6 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.7 Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

8.8 Integration. This Agreement, the Applicable Margin Fee Letter, and the Indenture represent the agreement of the Issuer, the Transferor, the Servicer, the Administrative Agent, the Agents and the Note Purchasers with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any party hereto relative to subject matter hereof not expressly set forth or referred to herein or therein or in the Related Documents.

8.9 Governing. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

8.10 Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, federal court; (iii) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 8.2 (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

8.11 Termination. This Agreement shall remain in full force and effect until the earlier to occur of (a) the date on which all Commitments have terminated and the Equipment Loan Note Principal Balance and all accrued interest thereon, the Receivables Note Principal Balance and all accrued interest thereon, and all Additional Amounts have been paid in full or (b) the

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Final Scheduled Distribution Date; provided, that on and after the Receivables Payoff Date, all covenants, agreements, representations and warranties with respect to the Receivables and the Related Assets with respect thereto shall be of no further force and effect; and provided further, that the provisions of Sections 2.3, 2.4, 2.5, 6.7, 7.2, 8.10, 8.12, 8.15 and 8.16 shall survive termination of this Agreement and any amounts payable to the Administrative Agent, the Agents, the Note Purchasers or any Affected Party thereunder shall remain payable thereto.

8.12 Limited Recourse; No Proceedings.

(a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as the Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under such parties and (iv) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or the other Basic Documents.

(b) Each of the Issuer, the Transferor, the Servicer, the Administrative Agent, each Agent and each Note Purchaser hereby agrees that it shall not institute or join against any CP Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing commercial paper note, medium term note or other debt security issued by such CP Conduit is paid.

(c) Each Agent and each Note Purchaser hereby agrees that it shall not institute or join against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and a day after the satisfaction of all Outstanding Obligations.

8.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Equipment Loan Notes hereunder, the purchase of the Receivables Notes hereunder and the termination of this Agreement.

8.14 Effect of Regulatory Change. In the event of any Regulatory Change which results in either (i) a determination that either (x) the Issuer is not a Qualified Special Purpose Entity or (y) or any CP Conduit is not an entity, in either case that is not required, under generally accepted accounting principals, to consolidate its financial statements with any other entity, or (ii) a cost under Section 2.3, the parties agree to negotiate in good faith to amend the

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Basic Agreements in order to eliminate the consolidation requirement or effect of such Regulatory Change; provided, however that no party shall be obligated to take any action (or make any amendments) if in the reasonable opinion of such party any such amendment to the Basic Documents will be unlawful or otherwise disadvantageous or inconsistent with its policies or regulatory restrictions or result in any liability, unreimbursed cost or expense to such party.

8.15 Waiver of Jury Trial. EACH OF THE ISSUER, THE TRANSFEROR, THE SERVICER, THE ADMINISTRATIVE AGENT, THE AGENTS AND THE NOTE PURCHASERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE EQUIPMENT LOAN NOTES, THE RECEIVABLES NOTES OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE ISSUER, THE TRANSFEROR, THE SERVICER, THE ADMINISTRATIVE AGENT, THE AGENTS AND THE NOTE PURCHASERS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT AND FOR NOTE PURCHASERS PURCHASING AN INTEREST IN THE EQUIPMENT LOAN NOTES OR RECEIVABLES NOTES DESCRIBED HEREIN AND THE ADMINISTRATIVE AGENT AND EACH AGENT AGREEING TO ACT AS SUCH HEREUNDER.

8.16 Excess Funds. A CP Conduit shall be required to make payment of the amounts required to be paid pursuant hereto by such CP Conduit only if the applicable CP Conduit has Excess Funds (as defined below). If the applicable CP Conduit does not have Excess Funds, the excess of the amount due hereunder over the amount paid shall not constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against such CP Conduit until such time as such CP Conduit has Excess Funds. If a CP Conduit does not have sufficient Excess Funds to make any payment due hereunder, then such CP Conduit may pay a lesser amount and make additional payments that in the aggregate equal the amount of the deficiency as soon as possible thereafter. The term “Excess Funds” means, at any time, proceeds of commercial paper notes issued, and advances under a Support Facility made, to fund a payment to be made by a CP Conduit hereunder and which are available to make such payment in accordance with the program documents governing such CP Conduit’s commercial paper program; provided that in no event will Excess Funds be greater than the excess of (a) the aggregate projected value of the applicable CP Conduit’s assets and other property (including cash and cash equivalents), over (b) the sum of (i) the sum of all scheduled payments of principal, interest and other amounts payable on publicly or privately placed indebtedness of such CP Conduit for borrowed money, plus (ii) the sum of all other liabilities, indebtedness and other obligations of such CP Conduit for borrowed money or owed to any credit or liquidity provider, together with all unpaid interest then accrued thereon, plus (iii) all taxes payable by such CP Conduit to the Internal Revenue Service, plus (iv) all other indebtedness, liabilities and obligations of such CP Conduit then due and payable, but the amount of any liability, indebtedness or obligation of such CP Conduit shall not exceed the projected value of the assets to which recourse for such liability, indebtedness or obligation is limited.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be duly executed by their respective officers as of the day and year first above written.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A
By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
ALLIANCE LAUNDRY SYSTEMS LLC, as Servicer
By:
Name:	Bruce P. Rounds
Title:	Vice President, Chief Financial Officer
ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC, as Transferor
By:
Name:	Todd Rice
Title:	Vice President

S-1 Note Purchase Agreement

NATIXIS FINANCIAL PRODUCTS INC.,

as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

S-2 Note Purchase Agreement

NATIXIS EQUIPMENT LOAN PURCHASER GROUP

NATIXIS FINANCIAL PRODUCTS INC.,

as Agent

By:

Name:

Title:

By:

Name:

Title:

Address for Notices:

Natixis Financial Products Inc.,

9 West 57^th Street, 36^th Floor

New York, NY 10019

Attention: Yazmin Vasconez

Telecopy No.: 646-942-2361

Confirmation: 212-891-6176

E-mail: Agent_group@cm.natixis.com

Payment Instructions:

The Bank of New York

Acct Name: Natixis FP

ABA #: 021 000 018

Acct #: GLA11569 CDF

Contact: Rachael Van Wyckhouse

Telephone: (201) 761-6516

E-mail: rachael.vanwyckhouse@us.natixis.com

S-3 Note Purchase Agreement

Type of Equipment Loan Note Purchaser: CP Conduit/ Committed Purchaser Maximum Purchase Amount: $198,000,000	VERSAILLES ASSETS LLC
	By:
	Name:
	Title:
	Address for Notices and Investing Office: c/o Natixis Financial Products Inc., 9 West 57th Street, 36th Floor New York, NY 10019 Attention: Yazmin Vasconez Telephone: 212-891-6176 Fax: 646-942-2361 E-mail: Agent_group@cm.natixis.com Payment Instructions: Deutsche Bank Trust Company Americas Acct Name: CTAS ABA #: 021001033 Acct #: 01419647 Ref. Act.: Versailles Assets: Alliance Laundry Equipment Receivables Trust 2009-A

S-4 Note Purchase Agreement

BMO EQUIPMENT LOAN PURCHASER GROUP

BMO CAPITAL MARKETS CORP.,

as Agent

By:

Name:

Title:

Address for Notices:

BMO Capital Markets Corp.

115 S. LaSalle Street, 13^th Floor West

Chicago, IL 60603

Attention: Conduit Management Team

Telecopy No.: (312) 461-3189 / (312) 294-4908

E-mail: fundingdesk@bmo.com

Payment Instructions:

Harris Trust & Savings Bank

Chicago, IL

ABA #: 071000288

Acct #: 254580-4

Acct Name: Fairway Finance Company, LLC

Ref.: Alliance Laundry

S-5 Note Purchase Agreement

Type of Equipment Loan Note Purchaser: CP Conduit/ Committed Purchaser Maximum Purchase Amount: $66,000,000	FAIRWAY FINANCE COMPANY, LLC
	By:
	Name:
	Title:
	Address for Notices: Fairway Finance Company, LLC 115 S. LaSalle Street, 13th Floor West Chicago, IL 60603 Attention: Conduit Management Team Telecopy No.: (312) 461-3189 / (312) 294-4908 E-mail: fundingdesk@bmo.com Payment Instructions: Harris Trust & Savings Bank Chicago, IL ABA #: 071000288 Acct #: 254580-4 Acct Name: Fairway Finance Company, LLC Ref. Act.: Alliance Laundry

S-6 Note Purchase Agreement

SCOTIA EQUIPMENT LOAN PURCHASER GROUP THE BANK OF NOVA SCOTIA, as Agent
By:
Name:	Michael Eden
Title:	Director
Address for Notices: The Bank of Nova Scotia One Liberty Plaza, 26th Floor New York, NY 10006 Attention: Michael Eden Telecopy No.: (212) 225-5274 Confirmation: (212) 225-5007 E-mail: michael_eden@scotiacapital.com Payment Instructions: The Bank of Nova Scotia – New York Agency ABA #: 026-002532 Acct #: 2158-13 Ref. Acct.: Liberty Street Funding LLC

S-7 Note Purchase Agreement

Type of Equipment Loan Note Purchaser: CP Conduit Maximum Purchase Amount: $66,000,000	LIBERTY STREET FUNDING LLC
	By:
	Name:
	Title:
	Address for Notices: Liberty Street Funding LLC One Liberty Plaza, 26th Floor New York, NY 10006 Attention: Michael Eden Telecopy No.: (212) 225-5274 Confirmation: (212) 225-5007 E-mail: michael_eden@scotiacapital.com Payment Instructions: The Bank of Nova Scotia – New York Agency ABA #: 026-002532 Acct #: 2158-13 Ref. Acct.: Liberty Street Funding LLC

S-8 Note Purchase Agreement

Type of Equipment Loan Note Purchaser: Committed Purchaser Commitment: $66,000,000	THE BANK OF NOVA SCOTIA
	By:
	Name:	Michael Eden
	Title:	Director
	Address for Notices: The Bank of Nova Scotia One Liberty Plaza, 26th Floor New York, NY 10006 Attention: Michael Eden Telecopy No.: (212) 225-5274 Confirmation: (212) 225-5007 E-mail: michael_eden@scotiacapital.com Payment Instructions: The Bank of Nova Scotia – New York Agency ABA #: 026-002532 Acct #: 2158-13 Ref. Acct.: Liberty Street Funding LLC

S-9 Note Purchase Agreement

NATIXIS RECEIVABLES PURCHASER GROUP

NATIXIS FINANCIAL PRODUCTS INC.,

as Agent

By:

Name:

Title:

By:

Name:

Title:

Address for Notices:

Natixis Financial Products Inc.

9 West 57^th Street, 36^th Floor

New York, NY 10019

Attention: Yazmin Vasconez

Telephone: 212-891-6176

Fax: 646-942-2361

E-mail: Agent_group@cm.natixis.com

Payment Instructions:

The Bank of New York

Acct Name: Natixis FP

ABA #: 021 000 018

Acct #: GLA11569 CDF

Contact: Rachael Van Wyckhouse

Telephone: (201) 761-6516

E-mail: rachael.vanwyckhouse@us.natixis.com

S-10 Note Purchase Agreement

Type of Receivables Note Purchaser: CP Conduit/ Committed Purchaser Maximum Purchase Amount: $36,000,000	VERSAILLES ASSETS LLC
	By:
	Name:
	Title:
	c/o Natixis Financial Products Inc.,
	9 West 57th Street, 36th Floor
	New York, NY 10019
	Attention: Yazmin Vasconez
	Telephone: 212-891-6176
	Fax: 646-942-2361
	E-mail: Agent_group@cm.natixis.com
	Payment Instructions:
	Deutsche Bank Trust Company Americas
	Acct Name: CTAS
	ABA #: 021001033
	Acct #: 01419647
	Ref. Act.: Versailles Assets: Alliance Laundry
	Equipment Receivables Trust 2009-A

S-11 Note Purchase Agreement

BMO RECEIVABLES PURCHASER GROUP

BMO CAPITAL MARKETS CORP.,

as Agent

By:

Name:

Title:

Address for Notices:

BMO Capital Markets Corp.

115 S. LaSalle Street, 13^th Floor West

Chicago, IL 60603

Attention: Conduit Management Team

Telecopy No.: (312) 461-3189 / (312) 294-4908

E-mail: fundingdesk@bmo.com

Payment Instructions:

Harris Trust & Savings Bank

Chicago, IL

ABA #: 071000288

Acct #: 254580-4

Acct Name: Fairway Finance Company, LLC

Ref.: Alliance Laundry

S-12 Note Purchase Agreement

Type of Receivables Note Purchaser: CP Conduit/ Committed Purchaser Maximum Purchase Amount: $12,000,000	FAIRWAY FINANCE COMPANY, LLC
	By:
	Name:
	Title:
	Address for Notices: Fairway Finance Company, LLC 115 S. LaSalle Street, 13th Floor West Chicago, IL 60603 Attention: Conduit Management Team Telecopy No.: (312) 461-3189 / (312) 294-4908 E-mail: fundingdesk@bmo.com Payment Instructions: Harris Trust & Savings Bank Chicago, IL ABA #: 071000288 Acct #: 254580-4 Acct Name: Fairway Finance Company, LLC Ref.: Alliance Laundry

S-13 Note Purchase Agreement

SCOTIA RECEIVABLES PURCHASER GROUP
THE BANK OF NOVA SCOTIA, as Agent
By:
Name:	Michael Eden
Title:	Director
Address for Notices:
The Bank of Nova Scotia One Liberty Plaza, 26th Floor
New York, NY 10006
Attention: Michael Eden
Telecopy No.: (212) 225-5274
Confirmation: (212) 225-5007
E-mail: michael_eden@scotiacapital.com
Payment Instructions:
The Bank of Nova Scotia – New York Agency ABA #: 026-002532
Acct #: 2158-13
Ref. Acct.: Liberty Street Funding LLC

S-14 Note Purchase Agreement

Type of Receivables Note Purchaser: CP Conduit Maximum Purchase Amount: $12,000,000	LIBERTY STREET FUNDING LLC
	By:
	Name:
	Title:
	Address for Notices:
	Liberty Street Funding LLC
	One Liberty Plaza, 26th Floor
	New York, NY 10006
	Attention: Michael Eden
	Telecopy No.: (212) 225-5274
	Confirmation: (212) 225-5007
	E-mail: michael_eden@scotiacapital.com
	Payment Instructions:
	The Bank of Nova Scotia – New York Agency
	ABA #: 026-002532
	Acct #: 2158-13
	Ref. Acct.: Liberty Street Funding LLC

S-15 Note Purchase Agreement

Type of Receivables Note Purchaser: Committed Purchaser Commitment: $12,000,000	THE BANK OF NOVA SCOTIA
	By:
	Name:	Michael Eden
	Title:	Director
	Address for Notices:
	The Bank of Nova Scotia
	One Liberty Plaza, 26th Floor
	New York, NY 10006
	Attention: Michael Eden
	Telecopy No.: (212) 225-5274
	Confirmation: (212) 225-5007
	E-mail: michael_eden@scotiacapital.com
	Payment Instructions:
	The Bank of Nova Scotia – New York Agency
	ABA #: 026-002532
	Acct #: 2158-13
	Ref. Acct.: Liberty Street Funding LLC

S-16 Note Purchase Agreement

EXHIBIT A

FORM OF TRANSFER SUPPLEMENT

TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the Transferor [Equipment Loan/Receivables] Note Purchaser set forth in Item 2 of Schedule I hereto (the “Transferor [Equipment Loan/Receivables] Note Purchaser”), [the Transferor [Equipment Loan/Receivables] Note Purchaser’s Related Committed Purchaser set forth in Item 2 of Schedule I hereto (the “Transferor Committed Purchaser”)], the Purchasing [Equipment Loan/Receivables] Note Purchaser set forth in Item 3 of Schedule I hereto (the “Purchasing [Equipment Loan/Receivables] Note Purchaser”), [the Purchasing [Equipment Loan/Receivables] Note Purchaser’s Related Committed Purchaser set forth in Item 3 of Schedule I hereto (the “Purchasing Committed Purchaser”)] and the Agent set forth in Item 4 of Schedule I hereto (in such capacity, the “Agent”) for the Purchaser Group set forth in Item 5 of Schedule I hereto.

W I T N E S S E T H:

WHEREAS, this Transfer Supplement is being executed and delivered in accordance with Section 7.1(e) of the Note Purchase Agreement, dated as of June 26, 2009, among Alliance Laundry Equipment Receivables Trust 2009-A, Alliance Laundry Systems LLC (“ALS”), Alliance Laundry Equipment Receivables 2009 LLC, the Note Purchasers and the Agents parties thereto and Natixis Financial Products Inc., as Administrative Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Note Purchase Agreement”; unless otherwise defined herein, terms defined in the Note Purchase Agreement are used herein as therein defined);

WHEREAS, the Purchasing [Equipment Loan/Receivables] Note Purchaser (if it is not already an [Equipment Loan/Receivables] Note Purchaser party to the Note Purchase Agreement) wishes to become [an Equipment Loan/a Receivables] Note Purchaser party to the Note Purchase Agreement and the Purchasing [Equipment Loan/Receivables] Note Purchaser wishes to acquire and assume from the Transferor [Equipment Loan/Receivables] Note Purchaser, certain of the rights, obligations and commitments under the Note Purchase Agreement;

[WHEREAS, the Purchasing Committed Purchaser agrees to assume from the Transferor Committed Purchaser certain Commitment Amounts under the Note Purchase Agreement;] and

WHEREAS, the Transferor [Equipment Loan/Receivables] Note Purchaser wishes to sell and assign to the Purchasing [Equipment Loan/Receivables] Note Purchaser, certain of its rights, obligations and commitments under the Note Purchase Agreement [and the Transferor Committed Purchaser wishes to sell and assign to the Purchasing Committed Purchaser, certain of its rights, obligations and commitments under the Note Purchase Agreement].

Exhibit A-1

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon receipt by the Agent of five counterparts of this Transfer Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Transferor [Equipment Loan/Receivables] Note Purchaser, [the Transferor Committed Purchaser], the Purchasing [Equipment Loan/Receivables] Note Purchaser, [the Purchasing Committed Purchaser] and the Agent, the Agent will transmit to the Administrative Agent, Servicer, the Issuer, the Transferor, the Indenture Trustee, the Transferor [Equipment Loan/Receivables] Note Purchaser, [the Transferor Committed Purchaser,] the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] a Transfer Effective Notice, substantially in the form of Schedule III to this Transfer Supplement (a “Transfer Effective Notice”). Such Transfer Effective Notice shall be executed by the Agent and shall set forth, inter alia, the date on which the transfer effected by this Transfer Supplement shall become effective (the “Transfer Effective Date”). From and after the Transfer Effective Date [the Purchasing [Equipment Loan/Receivables] Note Purchaser shall be an Equipment Loan/a Receivables] Note Purchaser party to the Note Purchase Agreement for all purposes thereof as a CP Conduit [and the Purchasing Committed Purchaser shall be [an Equipment Loan/a Receivables] Note Purchaser party to the Note Purchase Agreement for all purposes thereof as a Committed Purchaser], as specified on Schedule II to this Transfer Supplement.

(b) At or before 12:00 Noon, local time of the Transferor [Equipment Loan/Receivables] Note Purchaser, on the Transfer Effective Date, the Purchasing [Equipment Loan/Receivables] Note Purchaser shall pay to the Transferor [Equipment Loan/Receivables] Note Purchaser, in immediately available funds, an amount equal to the purchase price, as agreed between the Transferor [Equipment Loan/Receivables] Note Purchaser and such Purchasing [Equipment Loan/Receivables] Note Purchaser (the “Purchase Price”), of the portion set forth on Schedule II hereto being purchased by such Purchasing [Equipment Loan/Receivables] Note Purchaser of the outstanding [Equipment Loan/Receivables] Note Principal Balance under the [Equipment Loan/Receivables] Note owned by the Transferor [Equipment Loan/Receivables] Note Purchaser (such Purchasing [Equipment Loan/Receivables] Note Purchaser’s “Purchaser Percentage”) and other amounts owing to the Transferor [Equipment Loan/Receivables] Note Purchaser under the Note Purchase Agreement or otherwise in respect of the [Equipment Loan/Receivables] Notes. Effective upon receipt by the Transferor [Equipment Loan/Receivables] Note Purchaser of the Purchase Price from the Purchasing [Equipment Loan/Receivables] Note Purchaser, the Transferor [Equipment Loan/Receivables] Note Purchaser hereby irrevocably sells, assigns and transfers to the Purchasing [Equipment Loan/Receivables] Note Purchaser, without recourse, representation or warranty, and the Purchasing [Equipment Loan/Receivables] Note Purchaser hereby irrevocably purchases, takes and assumes from the Transferor [Equipment Loan/Receivables] Note Purchaser, the Purchasing [Equipment Loan/Receivables] Note Purchaser’s Purchaser Percentage of (i) the presently outstanding [Equipment Loan/Receivables] Note Principal Balance under the [Equipment Loan/Receivables] Notes owned by the Transferor [Equipment Loan/Receivables] Note Purchaser and other amounts owing to the Transferor [Equipment Loan/Receivables] Note Purchaser in respect of the [Equipment Loan/Receivables] Notes, together with all instruments, documents and collateral security pertaining thereto, and (ii) the Purchasing [Equipment Loan/Receivables] Note Purchaser’s Purchaser Percentage of the Purchaser Percentage of the

Exhibit A-2

Transferor [Equipment Loan/Receivables] Note Purchaser and the other rights and duties of the Transferor [Equipment Loan/Receivables] Note Purchaser under the Note Purchase Agreement. [Effective upon the Transfer Effective Date, the Transferor Committed Purchaser hereby irrevocably sells, assigns, and transfers to the Purchasing Committed Purchaser, without recourse, representation or warranty, and the Purchasing Committed Purchaser hereby irrevocably purchases, takes and assumes from the Transferor Committed Purchaser, the Liquidity Percentage and the Commitment of the Transferor Committed Purchaser and other rights, duties and obligations of the Transferor Committed Purchaser under the Note Purchase Agreement.] This Transfer is intended by the parties hereto to effect a purchase by the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] and a sale by the Transferor [Equipment Loan/Receivables] Note Purchaser [and the Transferor Committed Purchaser] of interests in the [Equipment Loan/Receivables] Notes, and it is not to be construed as a loan or a commitment to make a loan by the Purchasing [Equipment Loan/Receivables] Note Purchaser [or the Purchasing Committed Purchaser] to the Transferor [Equipment Loan/Receivables] Note Purchaser [or the Transferor Committed Purchaser]. The Transferor [Equipment Loan/Receivables] Note Purchaser hereby confirms that the amount of the [Equipment Loan/Receivables] Note Principal Balance is $        and its Percentage Interest thereof is     %, which equals $        as of             , 200  . Upon and after the Transfer Effective Date (until further modified in accordance with the Note Purchase Agreement), the Purchaser Percentage or Liquidity Percentage, as applicable of the Transferor [Equipment Loan/Receivables] Note Purchaser and the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Commitment and the Liquidity Percentage of the Transferor Committed Purchaser and the Purchasing Committed Purchaser] shall be as set forth in Schedule II to this Transfer Supplement.

(c) The Transferor [Equipment Loan/Receivables] Note Purchaser [and the Transferor Committed Purchaser] has made arrangements with the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor [Equipment Loan/Receivables] Note Purchaser [or the Transferor Committed Purchaser] to the Purchasing [Equipment Loan/Receivables] Note Purchaser [or Purchasing Committed Purchaser] of any fees heretofore received by the Transferor [Equipment Loan/Receivables] Note Purchaser [or the Transferor Committed Purchaser] pursuant to the Note Purchase Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by the Purchasing [Equipment Loan/Receivables] Note Purchaser [or the Purchasing Committed Purchaser] to the Transferor [Equipment Loan/Receivables] Note Purchaser [or the Transferor Committed Purchaser] of fees or interest received by the Purchasing [Equipment Loan/Receivables] Note Purchaser [or the Purchasing Committed Purchaser] pursuant to the Note Purchase Agreement or otherwise in respect of the [Equipment Loan/Receivables] Notes from and after the Transfer Effective Date.

(d)    (i) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferor [Equipment Loan/Receivables] Note Purchaser in respect of the [Equipment Loan/Receivables] Notes shall, instead, be payable to or for the account of the Transferor [Equipment Loan/Receivables] Note Purchaser and the Purchasing [Equipment Loan/Receivables] Note Purchaser, as the case may be, in accordance with their respective interests as reflected in this Transfer Supplement.

Exhibit A-3

(ii) All interest, fees and other amounts that would otherwise accrue for the account of the Transferor [Equipment Loan/Receivables] Note Purchaser [or the Transferor Committed Purchaser] from and after the Transfer Effective Date pursuant to the Note Purchase Agreement or in respect of the [Equipment Loan/Receivables] Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Transferor [Equipment Loan/Receivables] Note Purchaser, [the Transferor Committed Purchaser,] the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser], as the case may be, in accordance with their respective interests as reflected in this Transfer Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by the Purchasing [Equipment Loan/Receivables] Note Purchaser, the Transferor [Equipment Loan/Receivables] Note Purchaser and the Purchasing [Equipment Loan/Receivables] Note Purchaser will make appropriate arrangements for payment by the Transferor [Equipment Loan/Receivables] Note Purchaser to the Purchasing (Equipment Loan/Receivables] Note Purchaser of such amount upon receipt thereof from the Agent.

(e) Concurrently with the execution and delivery hereof, the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] will deliver to the Agent, the Transferor and the Issuer an executed Investment Letter in the form of Exhibit D to the Indenture and the forms, if any, required by Section 2.4(c) of the Note Purchase Agreement.

(f) Each of the parties to this Transfer Supplement agrees and acknowledges that (i) at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Transfer Supplement, and (ii) the Agent shall apply each payment made to it under the Note Purchase Agreement, whether in its individual capacity or as Agent, in accordance with the provisions of the Note Purchase Agreement, as appropriate.

(g) By executing and delivering this Transfer Supplement, the Transferor [Equipment Loan/Receivables] Note Purchaser, [the Transferor Committed Purchaser,] the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] confirm to and agree with each other, the Agent and the [Equipment Loan/Receivables] Note Purchasers as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor [Equipment Loan/Receivables] Note Purchaser [and the Transferor Committed Purchaser] make no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Note Purchase Agreement or the Related Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Note Purchase Agreement or any other instrument or document furnished pursuant thereto; (ii) the Transferor [Equipment Loan/Receivables] Note Purchaser [and the Transferor Committed Purchaser] make no representation or warranty and assumes no responsibility with respect to the Issuer, the financial condition of the [Equipment Loan/Receivables], the Accounts, the Issuer, ALS, the Transferor or the Indenture Trustee, or the performance or observance by the Issuer, ALS, the Transferor or the Indenture Trustee of any of their respective obligations under the Note Purchase Agreement or

Exhibit A-4

any Related Document or any other instrument or document furnished pursuant hereto; (iii) the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Transfer Supplement; (iv) each Purchasing [Equipment Loan/Receivables] Note Purchaser will, independently and without reliance upon the Administrative Agent, any Agent (as defined in the Note Purchase Agreement) the Transferor [Equipment Loan/Receivables] Note Purchaser, [the Transferor Committed Purchaser] or any other [Equipment Loan/Receivables] Note Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Purchase Agreement or the Related Documents; (v) each Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] appoints and authorizes the Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Note Purchase Agreement and the Related Documents as are delegated to the Agent or the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section 6.1 of the Note Purchase Agreement; and (vi) the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser] agrees (for the benefit of the Transferor [Equipment Loan/Receivables] Note Purchaser, the Administrative Agent, the Agents (as defined in the Note Purchase Agreement), the [Equipment Loan/Receivables] Note Purchasers, the Indenture Trustee, the Servicer, the Transferor and the Issuer) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Purchase Agreement are required to be performed by it as an [Equipment Loan/Receivables] Note Purchaser.

(h) Schedule II hereto sets forth the revised Purchaser Percentage or the revised Liquidity Percentage, if applicable, and Commitment of the Transferor [Equipment Loan/Receivables] Note Purchaser [and the Transferor Committed Purchaser], and the Purchaser Percentage or the Liquidity Percentage, if applicable, Commitment and the initial Investing Office of the Purchasing [Equipment Loan/Receivables] Note Purchaser, as well as administrative information with respect to the Purchasing [Equipment Loan/Receivables] Note Purchaser [and the Purchasing Committed Purchaser].

(i) THIS TRANSFER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

Exhibit A-5

SCHEDULE I TO

TRANSFER SUPPLEMENT

COMPLETION OF INFORMATION AND

SIGNATURES FOR TRANSFER SUPPLEMENT

	Re:	Note Purchase Agreement, dated as of June 26, 2009, among Alliance Laundry Equipment Receivables Trust 2009-A, Alliance Laundry Systems LLC, Alliance Laundry Equipment Receivables 2009 LLC, the Equipment Loan Note Purchasers and the Agents parties thereto and Natixis Financial Products Inc., as Administrative Agent
Item 1:	Date of Transfer Supplement:
Item 2:	Transferor [Equipment Loan/Receivables] Note Purchaser: [Transferor Committed Purchaser]
Item 3:	Purchasing [Equipment Loan/Receivables] Note Purchaser: [Purchasing Committed Purchaser]
Item 4:	Name of Agent:
Item 5:	Name of Purchaser Group:
Item 6:	Signatures of Parties to Agreement:

as Transferor [Equipment Loan/Receivables]

Note Purchaser

By:

Name:

Title:

[as Transferor Committed Purchaser]

By:

Name:

Title:

Exhibit A-6

as Purchasing [Equipment Loan/Receivables] Note Purchaser

By:

Name:

Title:

[as Purchasing Committed Purchaser]

By:

Name:

Title:

ACKNOWLEDGED BY:

NATIXIS FINANCIAL PRODUCTS INC.,
as Administrative Agent

By:

Name:

Title:

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC, as Transferor

By:

Name:

Title:

Exhibit A-7

SCHEDULE II TO

TRANSFER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES, ASSIGNED INTERESTS AND

PURCHASE AND LIQUIDITY PERCENTAGES

[Transferor [Equipment Loan/Receivables] Note Purchaser]
[Transferor Committed Purchaser]
A.	Type of Purchaser: [CP Conduit/Committed Purchaser]
B.	Purchaser Percentage:
	Transferor Note Purchaser Purchaser Percentage Prior to Sale:		%
	Purchaser Percentage Sold:		%
	Purchaser Percentage Retained:		%
C.	Commitment (if applicable)
	Transferor Committed Purchaser’s Commitment Prior to Sale:		$
	Commitment Sold:		$
	Commitment Retained:		$
	Related CP Conduit (applicable to CPC Committed Purchaser): _________
D.	Related CPC Committed Purchasers (applicable to CP Conduit if CP Conduit is not a Committed Purchaser)
	Committed Purchasers, Commitments and Liquidity Percentages prior to Sale:
		$	%
		$	%
		$	%

Exhibit A-8

E.	[Equipment Loan/Receivables] Note Principal Balance:
	Transferor [Equipment Loan/Receivables] Note Purchaser [Equipment Loan/Receivables] Note Principal Balance Prior to Sale:			$
	[Equipment Loan/Receivables] Note Principal Balance Sold:			$
	[Equipment Loan/Receivables] Note Principal Balance Retained:			$
[Purchasing [Equipment Loan/Receivables] Note Purchaser]
[Purchasing Committed Purchaser]
A.	Type of Purchaser: [CP Conduit/Committed Purchaser]
B.	Purchaser Percentage:
	Transferee [Equipment Loan/Receivables] Note Purchaser
	Purchaser Percentage After Sale:		%
C.	Commitment (if applicable)
	Transferee [Equipment Loan/Receivables] Note Purchaser Commitment After Sale:
			$
	Related CP Conduit (applicable to CPC Committed Purchaser):
D.	Related CPC Committed Purchasers (applicable to CP Conduit if CP Conduit is not a Committed Purchaser)
	Committed Purchasers, Commitments and Liquidity Percentages after Sale:
		$	%
		$	%
		$	%
E.	[Equipment Loan/Receivables] Note Principal Balance:
	Transferee [Equipment Loan/Receivables] Note Purchaser

Exhibit A-9

	[Equipment Loan/Receivables] Note Principal Balance After Sale:	$
Address for Notices:
Investing Office:

Exhibit A-10

SCHEDULE III TO

TRANSFER SUPPLEMENT

Form of

Transfer Effective Notice

To: [Name and address of Issuer, Transferor, Servicer, Indenture Trustee, Administrative Agent, Transferor [Equipment Loan/Receivables] Note Purchaser, Transferor Committed Purchaser, Purchasing [Equipment Loan/Receivables] Note Purchaser and Purchasing Committed Purchaser]

The undersigned, as Agent under the Note Purchase Agreement, dated as of June 26, 2009, among Alliance Laundry Equipment Receivables Trust 2009-A, Alliance Laundry Systems LLC, Alliance Laundry Equipment Receivables 2009 LLC, the Note Purchasers and the Agents parties thereto and Natixis Financial Products Inc., as Administrative Agent, acknowledges receipt of five executed counterparts of a completed Transfer Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Transfer Supplement are used herein as therein defined.

Pursuant to such Transfer Supplement, you are advised that the Transfer Effective Date will be             ,         .

Very truly yours,

                                                 , as Agent

By:

Name:

Title:

Exhibit A-11

EXHIBIT B

FORM OF

ADVANCE INCREASE NOTICE

[Date]

The Bank of New York Mellon,

as Indenture Trustee

Alliance Laundry Systems LLC,

as Servicer

Alliance Laundry Equipment Receivables 2009 LLC,

as Transferor

Natixis Financial Products Inc.,

as Administrative Agent

9 West 57^th Street, 36^th Floor

New York, NY 10019

Attention: Yazmin Vasconez

RE: Alliance Laundry Equipment Receivables Trust 2009-A Equipment Loan Notes Receivables Notes

Ladies and Gentlemen:

Pursuant to (a) the Indenture, dated as of June 26, 2009, by and between Alliance Laundry Equipment Receivables Trust 2009-A (the “Issuer”) and The Bank of New York Mellon, as Indenture Trustee, and (b) the Note Purchase Agreement dated as of June 26, 2009 (the “Note Purchase Agreement”), among the Issuer, Alliance, as Servicer, Alliance Laundry Equipment Receivables 2009 LLC, as Transferor, the Note Purchasers and the Agents parties thereto and Natixis Financial Products Inc., as Administrative Agent, the Issuer hereby irrevocably requests a [Equipment Loan Advance Increase/Receivables Advance Increase] as follows. Terms used herein are used as defined in or for purposes of the Note Purchase Agreement.

Exhibit B-1

1.	The requested amount of such [Equipment Loan/Receivables] Advance Increase is $            .
2.	The date of such [Equipment Loan/Receivables] is to occur is                              (the “[Equipment Loan/Receivables] Borrowing Date”).
3.	All conditions precedent to such [Equipment Loan/Receivables] Advance Increase described in clauses (a) through (o) of Section 3.2 of the Note Purchase Agreement have been satisfied.
4.	The purchases of the [Equipment Loan/Receivables] Advance Increase to be purchased on the [Equipment Loan/Receivables] Borrowing Date will not cause a Rapid Amortization Event or an event that, after the giving of notice of the lapse of time (or both), would cause a Rapid Amortization Event.
5.	The proceeds of such [Equipment Loan/Receivables] Advance Increase shall be remitted on the [Equipment Loan/Receivables] Borrowing Date in immediately available funds to [specify payment instructions].
6.	After giving effect to the [Equipment Loan/Receivables] Advance Increase, the [Equipment Loan/Receivables] Note Principal Balance shall be equal to or less than the [Equipment Loan/Receivables] Facility Limit.
7.	[After giving effect to the Equipment Loan Advance Increase, the Equipment Loan Note Principal Balance shall be equal to or less than the Equipment Loan Borrowing Base as set forth in the Borrowing Base Certificate attached hereto.] [After giving effect to the Receivables Advance Increase, the Receivables Note Principal Balance shall be equal to or less than the Receivables Borrowing Base as set forth in the Borrowing Base Certificate attached hereto.]
8.	Payments shall be made by federal wire to it, at its account (account number [            ]; and account name [                    ]) maintained at [            ] (ABA # [            ]), with telephone notice (including federal wire number) to [        ] of [        ] (        -    -        ).
	[Remainder of page intentionally left blank.]

2

Very truly yours,
ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, as Issuer
By:	Alliance Laundry Equipment Receivables 2009 LLC, not in its individual capacity but solely as Administrator of the Issuer
By:
Name:
Title:
ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC, as Transferor
By:
Name:
Title:

Exhibit B-3

[Borrowing Base Certificate to be attached]

SCHEDULE IV

CAP NOTIONAL SCHEDULE

EX-10.5

Exhibit 10.5

TRUST AGREEMENT

BETWEEN

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

TRANSFEROR

AND

WILMINGTON TRUST COMPANY

OWNER TRUSTEE

DATED AS OF JUNE 19, 2009

TRUST AGREEMENT, dated as of June 19, 2009 between Alliance Laundry Equipment Receivables 2009 LLC, a Delaware limited liability company, as Transferor, and Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee.

The Transferor and the Owner Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. Certain capitalized terms used and not defined in this Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Pooling and Servicing Agreement, to be dated on or about June 26, 2009, among the Transferor, the Servicer and the Trust (as it may be amended and supplemented from time to time, the “Pooling and Servicing Agreement”). All references herein to “the Agreement” or “this Agreement” are to this Trust Agreement as it may be amended and supplemented from time to time, the Exhibits hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

ARTICLE II

ORGANIZATION

SECTION 2.1. Name. The Trust created hereby shall be known as “Alliance Laundry Equipment Receivables Trust 2009-A” in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

SECTION 2.2. Office. The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Registered Owners (as such term is defined in Section 3.1(a) herein) of the Trust and the Transferor.

SECTION 2.3. Purposes and Powers. The purpose of the Trust is to engage in the following activities:

(i) to execute and deliver the Basic Documents to which the Trust is a party and carry out the terms of such Basic Documents;

(ii) to acquire, manage and hold the Loans and the Receivables;

(iii) to issue the Notes pursuant to the Indenture and to sell, transfer or exchange the Notes;

(iv) to enter into one or more Interest Rate Cap Agreements;

(v) to acquire property and assets from the Transferor pursuant to the Pooling and Servicing Agreement, to make payments or distributions to the Securityholders, to make deposits into and withdrawals from the Reserve Account and other accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust;

- 1 -

(vi) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Registered Owners pursuant to the terms of this Agreement and the Pooling and Servicing Agreement any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;

(vii) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party;

(viii) to engage in those activities, including entering into agreements, that are necessary, suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(ix) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Securityholders.

The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

SECTION 2.4. Limitations on the Trust’s Powers. This Section 2.4 is being adopted in order to comply with certain provisions required in order to qualify the Trust as a “special purpose” entity. The Trust shall not engage in any business or activity other than as set forth in Section 2.3 hereof.

(i) The Trust shall not incur (x) any indebtedness, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers’ acceptances, (y) any obligations constituting capitalized lease obligations or the deferred purchase price of property or (z) any obligations to guarantee or secure with a lien upon property of the Trust (other than a lien created in connection with a sale of property) any such indebtedness or obligations of another person, other than any indebtedness and other liabilities and obligations arising under the Basic Documents (“Permitted Indebtedness”)

(ii) The Trust shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Trust shall not be required to preserve any such right or franchise if the Owner Trustee, at the written direction of the Registered Owners, shall determine that the preservation thereof is no longer desirable for the conduct of the trust and that the loss thereof is not disadvantageous in any material respect to the Administrative Agent, the Noteholders or the Registered Owners. In accordance with its obligations under the Administration Agreement, the Administrator shall ensure compliance by the Trust with the provisions of this Section 2.4, including those requirements identified in paragraphs (A) through (S) below. The Trust shall also:

(A) maintain its own separate books and records and bank accounts including preparation of separate financial statements;

(B) at all times hold itself out to the public as a legal entity separate from and not a division of the Transferor;

(C) file its own tax returns, if any, as may be required under applicable law, to the extent (a) not part of a consolidated group filing a consolidated return or returns or (b) not treated as a division for tax purposes of another taxpayer or otherwise disregarded for tax purposes, and pay any taxes so required to be paid under applicable law;

(D) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person;

(E) conduct its business in its own name;

(F) pay its own liabilities only out of its own funds;

(G) maintain an arm’s length relationship with its Affiliates;

(H) pay the salaries of its own employees and maintain a sufficient number of employees in light of its contemplated business operations, if any;

(I) not hold out its credit or assets as being available to satisfy the obligations of others nor guarantee or become obligated for the debts of any other entity (except as contemplated by the Basic Documents);

(J) allocate fairly and reasonably any overhead for shared office space;

(K) use separate stationery, invoices and checks;

(L) not pledge its assets for the benefit of any other Person, except as contemplated by the Basic Documents;

(M) correct any known misunderstanding regarding its separate identity;

(N) maintain adequate capital in light of its contemplated business purposes transactions and liabilities;

(O) observe any applicable formalities required by the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”);

(P) not acquire any obligations or securities or other ownership interests of any Affiliate (except as contemplated by the Basic Documents); and

(S) cause the Owner Trustee, agents and other representatives of the Trust to act at all times with respect to the Trust consistently and in furtherance of the foregoing and in the best interest of the beneficiaries of the Trust.

Failure of the Trust to comply with any of the covenants set forth in this Section 2.4 shall not affect the status of the Trust as a separate legal entity from the Transferor.

SECTION 2.5. Appointment of Owner Trustee. The Transferor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein and in the Act.

SECTION 2.6. Initial Capital Contribution of Owner Trust Estate. The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate. The Transferor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

SECTION 2.7. Declaration of Trust. The Owner Trustee hereby declares that it shall hold the Owner Trust Estate in trust upon and subject to the conditions and obligations set forth herein and in the Pooling and Servicing Agreement for the use and benefit of the Registered Owners, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Act and that this Agreement constitute the governing instrument of such statutory trust. On or about the date hereof, the Owner Trustee shall file the Certificate of Trust (in substantially the form attached hereto as Exhibit A) required by Section 3810(a) of the Act in the office of the Secretary of State of the State of Delaware. The rights of the Registered Owners shall be determined as set forth herein and in the Act and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. It is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed upon, measured by, or based upon gross or net income, the Trust shall be treated as a division or branch of the Originator or as a grantor trust of which the Originator shall be the grantor and the owner (as described in Section 671 of the Code and the regulations thereunder). The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a division or branch of the Originator or as a grantor trust for such tax purposes.

SECTION 2.8. Liability of the Registered Owners. No Registered Owner shall have any personal liability for any liability or obligation of the Trust except as may be provided in this Agreement.

SECTION 2.9. Title to Trust Property. Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

SECTION 2.10. Situs of Trust. The Trust shall be located and administered in the State of Delaware. All bank accounts maintained on behalf of the Trust (other than the Lockbox Accounts) shall be located in the State of Delaware or the State of New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust (other than with respect to the Lockbox Accounts) only in Delaware or New York, and payments and distributions shall be made by the Trust only from Delaware or New York. The only office of the Trust shall be the Corporate Trust Office in Delaware.

SECTION 2.11. Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Owner Trustee that:

(a) The Transferor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Loans and Receivables.

(b) The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms, the Transferor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer as part of the Owner Trust Estate and the Transferor has duly authorized such sale and assignment to the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Transferor by all necessary limited liability company action.

(c) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement do not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Transferor, or any indenture, agreement or other instrument to which the Transferor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents), or violate any law or, to the Transferor’s knowledge, any order, rule or regulation applicable to the Transferor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or any of its properties.

(d) This Agreement, when duly executed and delivered, shall constitute a legal, valid and binding obligation of the Transferor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e) There are no proceedings or, to the Transferor’s knowledge, investigations pending or, to the Transferor’s knowledge, threatened before any court, regulatory body,

administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement.

ARTICLE III

THE REGISTERED OWNERS

SECTION 3.1. Registration: Registration of Transfer of Beneficial Interests.

(a) The Trust shall keep or cause to be kept, at the office maintained pursuant to Section 2.10, a register or registers (the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of the name and address of each of the beneficial interest holders of the Trust (each, a “Registered Owner”, and collectively, the “Registered Owners”) and of transfers of such beneficial interests of the Trust as provided herein. The Owner Trustee shall be the initial registrar of the Register (the “Registrar”). In the event that the Owner Trustee is not the Registrar and the Registrar resigns, the Owner Trustee shall promptly appoint a successor upon direction of the Registered Owners or, if it elects not to make such an appointment, assume the duties of Registrar. Beneficial interests in the Trust shall be uncertificated, and the Transferor shall be the sole Registered Owner on the Closing Date.

(b) The Registered Owners may at any time, with the consent of the Administrative Agent (acting at the direction of the Required Noteholders), sell, transfer, convey or assign in any manner their respective rights to and interests in the Trust, provided that certain conditions are satisfied, including: (i) such action will not result in a reduction or withdrawal of the rating of the Notes, (ii) the Registered Owners provide to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Registered Owners and (iv) the conditions set forth in Section 9.11 have been satisfied. In addition, no transfer of a beneficial interest in the Trust shall be registered unless the transferee shall have provided to the Owner Trustee and the Registrar (x) an opinion of counsel that in connection with such transfer no registration of the interest intended to be so transferred is required under the Securities Act or applicable state law or that such transfer is otherwise being made in accordance with all applicable federal and state securities laws and (y) an opinion of counsel or officer’s certificate confirming that all conditions precedent to such transfer have been satisfied.

SECTION 3.2. Access to List of Names and Addresses of Registered Owners. The Registrar shall furnish or cause to be furnished to the Servicer and the Transferor, within fifteen (15) days after receipt by the Registrar of a request therefor from the Servicer or the Transferor in writing, a list, in such form as the Servicer or the Transferor may reasonably require, of the names and addresses of the Registered Owners as of the most recent Record Date. Each Registered Owner shall be deemed to have agreed not to hold any of the Servicer, the Transferor, the Trust, the Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

SECTION 3.3. Maintenance of Corporate Trust Office. The Owner Trustee shall maintain in Wilmington, Delaware, an office or offices or agency or agencies where notices and demands to or upon the Owner Trustee in respect of the Registered Owner and the Basic Documents in connection with the Trust may be served. The Owner Trustee initially designates its Corporate Trust Office as its principal office for such purposes. The Owner Trustee shall give prompt written notice to the Transferor and to the Registered Owners of any change in the location of the Register or any such office or agency.

SECTION 3.4. Appointment of Paying Agent. The Paying Agent shall make distributions to Registered Owners pursuant to Section 5.1 and shall report the amounts of such distributions to the Owner Trustee. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Owner Trustee and any co-paying agent chosen by the Owner Trustee. The Owner Trustee may resign as Paying Agent and appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for distribution to the Registered Owner in trust for the benefit of the Registered Owners entitled thereto until such sums shall be paid to such Registered Owners. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7, 6.8 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

SECTION 3.5. Transferor as Registered Owner. The Transferor in its individual or any other capacity may become the owner or pledgee of the beneficial interest in the Trust and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Transferor.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.1. Prior Notice to Registered Owner with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Registered Owners in writing of the proposed action at least thirty (30) days before the taking of such action, and (ii) no Registered Owner shall have notified the Owner Trustee in writing prior to the thirtieth (30^th) day after such notice is given that such Registered Owner have withheld consent or provided alternative direction:

(a) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit A, unless such amendment is required under the Act;

(b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Registered Owners;

(d) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Registered Owners;

(e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Registrar of its obligations under the Indenture or this Agreement, as applicable; or

(f) the amendment of the Pooling and Servicing Agreement in circumstances where the consent of any Noteholder is required.

SECTION 4.2. Action by Registered Owners with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the (a) Registered Owners, with the consent of the Administrative Agent, to remove the Administrator under the Administration Agreement pursuant to Section 10 thereof, (b) Registered Owners, with the consent of the Administrative Agent, to appoint a successor Administrator pursuant to Section 10 of the Administration Agreement, (c) Administrative Agent (acting at the direction of the Required Noteholders), to remove the Servicer under the Pooling and Servicing Agreement pursuant to Section 8.02 thereof, (d) Administrative Agent (acting at the direction of the Required Noteholders), except as expressly provided in the Basic Documents, to sell the Loans or Receivables or any interest therein prior to the termination of the Indenture, (e) Registered Owners, with the consent of the Administrative Agent, to authorize the merger, consolidation or conversion of the Trust with or into any other statutory trust or entity; provided, however, that, so long as any Permitted Indebtedness is outstanding, the Owner Trustee or its agent shall provide the Rating Agencies, the Administrative Agent and the Indenture Trustee with prior written notice of any such merger, consolidation or conversion, (f) Registered Owners, with the consent of the Administrative Agent, to amend the Certificate of Trust, unless such amendment is required by the Act or (g) Registered Owners, with the consent of the Administrative Agent, to initiate any claim or lawsuit by the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture) or to compromise any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the Indenture). The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Registered Owners and/or the Administrative Agent, as applicable. If the consent of the Administrative Agent or the Required Noteholders is required, such consent shall be obtained by the Registered Owners and provided to the Owner Trustee.

SECTION 4.3. Action with Respect to Material Action. Until all Outstanding Obligations have been paid in full, neither the Owner Trustee nor the Registered Owners nor any other Person shall be authorized or empowered on behalf of the Trust, nor shall they permit the

Trust to, and the Trust shall not, institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust or file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any such action (collectively, a “Material Action”), without the prior written direction of the Transferor and the Noteholders (including the unanimous written consent of the Transferor’s Independent Managers (as defined in the LLC Agreement)); provided, however, that so long any of the Outstanding Obligations remains outstanding, the Transferor shall not vote on, consent to, give direction for, or otherwise authorize the taking of a Material Action unless there are at least two (2) Independent Managers then serving in such capacity with respect to the Transferor.

SECTION 4.4. Restrictions on Power of Registered Owners. The Registered Owners shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Sections 2.3 or 2.4, nor shall the Owner Trustee be obligated to follow any such direction, if given.

SECTION 4.5. Majority Control. Except as expressly provided herein, any action that may be taken or consent that may be given or withheld by the Registered Owners under this Agreement shall be effective if such action is taken or such consent is given or withheld by the Holders of a majority of the beneficial interests in the Trust outstanding as of the close of the preceding Distribution Date. Except as expressly provided herein, any written notice, instruction, direction or other document of the Registered Owners delivered pursuant to this Agreement shall be effective if signed by those Registered Owners holding not less than a majority of the beneficial interests in the Trust at the time of the delivery of such notice.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1. Application of Trust Funds.

(a) On each Purchase Date, the Trust shall borrow the maximum amount permitted under the Indenture and the Note Purchase Agreement as of such Purchase Date and distribute all such amounts to the Registered Owners on a pro rata basis.

(b) On each Distribution Date, subject to the prior payment of all fees, expenses and indemnities due and unpaid, the Owner Trustee shall (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) distribute to the Registered Owners, on a pro rata basis, amounts released to the Trust pursuant to the Indenture.

(c) On each Distribution Date, the Owner Trustee shall send to each Registered Owner the statement described in Section 5.08(a) of the Pooling and Servicing Agreement and Section 8.2 of the Indenture.

(d) If any withholding tax is imposed on the Trust’s distributions (or allocations of income) to a Registered Owner, such tax shall reduce the amount otherwise distributable to such Registered Owner in accordance with this Section 5.1. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Registered Owners sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Registered Owner shall be treated as cash distributed to such Registered Owner at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Registered Owner), the Owner Trustee may in its sole discretion withhold such amounts in accordance with this subsection 5.1(d). If a Registered Owner wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Registered Owner in making such claim so long as such Registered Owner agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

SECTION 5.2. Method of Payment. Subject to Section 7.1(c), distributions required to be made to Registered Owners shall be made to each Registered Owner of record on the related Record Date (i) by wire transfer, in immediately available funds, to the account of such Registered Owner at a bank or other entity having appropriate facilities therefor or, where possible, by infra-bank book entry credit, if such Registered Owner shall have provided to the Registrar appropriate written instructions at least five (5) Business Days prior to such Record Date and the distribution required to be made to such Registered Owner exceeds $100,000 or (ii) by check mailed to such Registered Owner at the address of such Registered Owner appearing in the Register.

SECTION 5.3. Accounting and Reports to the Registered Owners, the Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on the basis of a fiscal year ending December 31 on the accrual method of accounting, (b) deliver to each Registered Owner, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Registered Owner to prepare its federal income tax returns, (c) file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a division or branch of the Originator or as a grantor trust (as described in Section 671 of the Code) for federal income tax purposes, (d) cause such tax returns to be signed in the manner required by law and (e) collect or cause to be collected any withholding tax as described in and in accordance with subsection 5.1(d) with respect to income or distributions to Registered Owners.

SECTION 5.4. Signature on Returns. The Owner Trustee shall sign on behalf of the Trust any and all tax returns of the Trust, unless applicable law requires a Registered Owner to sign such documents, in which case such documents shall be signed by the Transferor.

ARTICLE VI

THE OWNER TRUSTEE

SECTION 6.1. Duties of Owner Trustee.

(a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, the Pooling and Servicing Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Registered Owners, subject to the Basic Documents and in accordance with the provisions of this Agreement and the Pooling and Servicing Agreement. No implied covenants or obligations shall be read into this Agreement, the Pooling and Servicing Agreement or any other Basic Document against the Owner Trustee.

(b) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. The Owner Trustee shall not be obligated to monitor the performance of the Administrator.

(c) Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities as Paying Agent hereunder to the extent the Owner Trustee has delegated such duties to a co-paying agent and the Owner Trustee shall not be liable for the default or failure of the co-paying agent to perform such duties. The Owner Trustee shall not be obligated to monitor the performance of any co-paying agent.

(d) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement.

(e) The Owner Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(i) this subsection 6.1(e) shall not limit the effect of subsection 6.1(a) or (b):

(ii) the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Owner Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii) the Owner Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 4.1, 4.2 or 6.4 or any other provision of this Agreement or in accordance with any Basic Document.

(f) Subject to Section 5.1, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Pooling and

Servicing Agreement and the other Basic Documents and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.

(g) The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes.

(h) The Registered Owners shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.1.

SECTION 6.2. Rights of Owner Trustee. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in such form as the Transferor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends with respect to the Basic Documents.

SECTION 6.3. Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement. The Owner Trustee shall not be liable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own grossly negligent action, its own grossly negligent failure to act or its own willfull misconduct or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.6 and expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a) the Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Loan or Receivable or the perfection and priority of any security interest created by any Loan in any Equipment or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the distributions and payments to be made to Registered Owners under this Agreement or to Noteholders under the Indenture, including, without limitation: the existence, condition and ownership of any Equipment; the existence and enforceability of any insurance thereon; the existence and contents of any Loan on any computer or other record thereof; the validity of the assignment of any Loan to the Trust or of any intervening assignment; the completeness of any Loan; the performance or enforcement of any Loan; the compliance by the Transferor or the Servicer with any warranty or representation made

under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee, the Servicer, any subservicer or any other party (other than the Owner Trustee) taken in the name of the Owner Trustee or the Trust;

(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, the Administrative Agent or any Registered Owner;

(c) no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or any amounts payable with respect to the beneficial interests in the Trust;

(e) the Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement or for the due execution hereof by the Transferor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, the Notes or of any Loans or Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Registered Owner, other than as expressly provided for herein and in the Basic Documents;

(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Indenture Trustee, the Transferor or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture, the Servicer under the Pooling and Servicing Agreement or the Originator under the Purchase Agreement; and

(g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of any of the Registered Owners, unless such Registered Owner have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence or willful misconduct in the performance of any such act.

SECTION 6.4. Action upon Instruction by Registered Owners.

(a) Subject to Section 4.4, the Registered Owners may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Registered Owners pursuant to Section 4.5.

(b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.

(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or the Basic Documents, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Registered Owners requesting instruction as to the course of action to be adopted, and, to the extent the Owner Trustee acts in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instructions within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement or the Basic Documents, and as it shall deem to be in the best interests of the Registered Owners, and the Owner Trustee shall have no liability to any Person for any such action or inaction.

SECTION 6.5. Furnishing of Documents. The Owner Trustee shall furnish to the Registered Owners, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

SECTION 6.6. Representations and Warranties of Owner Trustee. The Owner Trustee hereby represents and warrants to the Transferor, for the benefit of the Registered Owners, that:

(a) It is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The eligibility requirements set forth in Section 6.13 (a)-(c) are satisfied with respect to it.

(b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.

(c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Owner Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Owner Trustee, or (iii) shall not violate any provision

of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on the Owner Trustee’s performance or ability to perform its duties as Owner Trustee under this Agreement or the transactions contemplated in this Agreement.

(d) The execution, delivery and performance by the Owner Trustee of this Agreement shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the corporate trust activities of it.

(e) This Agreement has been duly executed and delivered by the Owner Trustee and constitutes the legal, valid and binding agreement of the Owner Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

SECTION 6.7. Reliance; Advice of Counsel.

(a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the chief executive officer, or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee: (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Owner Trustee with reasonable care; and (ii) may consult with counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons.

SECTION 6.8. Owner Trustee May Own Beneficial Interests and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of beneficial

interests in the Trust or Notes and may deal with the Transferor, the Administrator, the Indenture Trustee and the Servicer in transactions in the same manner as it would have if it were not the Owner Trustee.

SECTION 6.9. Compensation and Indemnity. The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Transferor and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. The Servicer shall indemnify the Owner Trustee and its successors, assigns, agents and servants in accordance with the provisions of Section 8.01 of the Pooling and Servicing Agreement. The compensation and indemnities described in this Section 6.9 shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. Any amounts paid to the Owner Trustee pursuant to this Article VI shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

SECTION 6.10. Replacement of Owner Trustee.

(a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by written notice thereof to the Administrator; provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by delivering a written instrument, in duplicate, to the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been appointed and have accepted appointment within thirty (30) days after the giving of such notice, the resigning Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if:

(i) the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator;

(ii) the Owner Trustee shall be adjudged bankrupt or insolvent;

(iii) a receiver or other public officer shall be appointed or take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(iv) the Owner Trustee shall otherwise be incapable of acting.

(b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee.

(c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective and no such resignation shall be deemed to have occurred until a written acceptance of appointment is delivered by the successor Owner Trustee to the outgoing Owner Trustee and the Administrator, all fees and expenses due to the outgoing Owner Trustee are paid and such successor Owner Trustee is reasonably acceptable to the Administrative Agent. Any successor Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

(d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. Any successor Owner Trustee shall cause an amendment to the Certificate of Trust to be filed with respect to such succession.

(e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Registered Owners, the Indenture Trustee, the Administrative Agent, the Noteholders and the Rating Agencies.

SECTION 6.11. Merger or Consolidation of Owner Trustee. Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 6.13, and without the execution or filing of any instrument or any further act on the part of any of the parties hereto; provided, however, that the Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies.

SECTION 6.12. Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Owner Trust Estate, or any part thereof, and, subject to the other provisions of this Section 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a

request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 6.10.

(b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement (unless such other trustee acts or fails to act at the direction of such first trustee); and

(iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

(d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 6.13. Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times: (a) be a corporation satisfying the provisions of Section 3807(a) of the Act; (b) be

authorized to exercise corporate trust powers; (c) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or state authorities; (d) have a long-term unsecured debt rating of at least Baa2 by Moody’s or be otherwise satisfactory to Moody’s; and (e) have a long-term unsecured debt rating of at least BBB by S&P or be otherwise satisfactory to S&P; provided that, for so long as Wilmington Trust Company serves as the Owner Trustee, the eligibility requirements set forth in (d) and (e) above shall not apply, and Wilmington Trust Company shall instead be required to have a long-term unsecured debt rating of investment grade by Moody’s or S&P. If the Owner Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 6.13, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 6.13, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 6.10.

ARTICLE VII

TERMINATION OF TRUST AGREEMENT

SECTION 7.1. Termination of Trust Agreement.

(a) This Agreement (other than Section 6.9) and the Trust shall terminate and be of no further force or effect on the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Pooling and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Loans pursuant to Section 10.01 of the Pooling and Servicing Agreement) and Article V, subject to Sections 3808(d) and (e) of the Act. The bankruptcy, liquidation, dissolution, death or incapacity of any Registered Owner or the Owner Trustee shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such Registered Owner’s or Owner Trustee’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the Owner Trust Estate nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Except as provided in Section 7.1(a), neither the Transferor nor any Registered Owner shall be entitled to revoke or terminate the Trust or this Agreement.

(c) Notice of any termination of the Trust specifying the Distribution Date upon which the Paying Agent shall be responsible for payment of the final distribution to the Registered Owners, shall be given by the Paying Agent by letter to Registered Owners mailed within five (5) Business Days of receipt of notice of termination of the Pooling and Servicing Agreement from the Servicer given pursuant to Section 10.02 of the Pooling and Servicing Agreement, stating: (i) the Distribution Date upon or with respect to which the final distribution shall be made; (ii) the amount of any such final distribution; and (iii) that the Record Date that would otherwise be applicable to such Distribution Date shall not be applicable. The Paying Agent shall give such notice to the Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Registered Owners. The Paying Agent shall cause to be distributed to Registered Owners amounts distributable on such Distribution Date pursuant to Section 5.1.

(d) Upon the winding up of the Trust and its termination, the Owner Trustee, upon the written direction of the Registered Owners shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Act.

ARTICLE VIII

AMENDMENTS

SECTION 8.1. Amendments. This Agreement may also be amended from time to time by the Transferor and the Owner Trustee with the consent of the Administrative Agent (acting at the direction of the Required Noteholders) and the consent of the Registered Owners evidencing not less than a majority of the beneficial interests in the Trust as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.1 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Persons, all future Registered Owners and any holders of such Notes and of any Notes issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Administrative Agent, the Noteholders or the Registered Owners; provided, however, that no such amendment may be made to this Agreement which would be prohibited under the proviso of Section 9.2 of the Indenture if such amendment were to be made to the Indenture unless the consent that would have been required therein, if such amendment were to be made to the Indenture, shall have been obtained; and provided, further, that, so long as any Permitted Indebtedness is outstanding, the Owner Trustee or its agent shall provide the Rating Agencies and the Indenture Trustee with prior written notice of any such amendment.

SECTION 8.2. Form of Amendments.

(a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.l., the Person who sought such amendment, supplement or consent shall furnish written notification of the substance of such amendment or consent to each Registered Owner, the Administrative Agent and the Indenture Trustee.

(b) It shall not be necessary for the consent of the Registered Owners pursuant to Section 8.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Registered Owner provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Administrative Agent and Registered Owners shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(c) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

(d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Officer’s Certificate delivered by the Issuer and executed by the Administrator stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent

to such execution have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. No Legal Title to Owner Trust Estate. The Registered Owners shall not have legal title to any part of the Owner Trust Estate. The Registered Owners shall be entitled to receive distributions with respect to their undivided beneficial interest therein only in accordance with Articles V and VII. No transfer, by operation of law or otherwise, of any right, title, and interest of the Registered Owners to and in their beneficial interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

SECTION 9.2. Limitations on Rights of Others. Except as otherwise provided herein, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Transferor, the Registered Owners, the Administrator and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. This Agreement shall also inure to the benefit of the Administrative Agent. Without limiting the generality of the foregoing, all covenants and agreements in this Agreement which confer rights upon the Administrative Agent shall be for the benefit of and run directly to the Administrative Agent, and the Administrative Agent shall be entitled to rely on and enforce such covenants, subject, however, to the limitations on such rights provided in this Agreement and the Basic Documents. The Administrative Agent may disclaim any of its rights and powers under this Agreement upon delivery of a written notice to the Trust.

The Owner Trustee undertakes to perform or observe only such of the covenants and obligations of the Owner Trustee as are expressly set forth in this Agreement, and no implied covenants or obligations with respect to the Owner Trustee shall be read into this Agreement or the other Basic Documents against the Owner Trustee. The Owner Trustee shall not be deemed to owe any fiduciary duty to the Administrative Agent, and shall not be liable to any such person for the failure of the Trust to perform its obligations to such persons other than as a result of the gross negligence or willful misconduct of the Owner Trustee in the performance of its express obligations under this Agreement.

SECTION 9.3. Notices. All demands, notices and communications upon or to the Transferor, the Servicer, the Administrator, the Indenture Trustee, the Owner Trustee, the Administrative Agent, the Rating Agencies or any Registered Owner under this Agreement shall be delivered as specified in Appendix B to the Pooling and Servicing Agreement.

SECTION 9.4. Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed enforceable to the fullest extent permitted, and if not so permitted, shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the rights of the Registered Owners.

SECTION 9.5. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts (and by different parties on separate counterparts), each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 9.6. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Transferor, the Owner Trustee and each Registered Owner and their respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Registered Owner shall bind the successors and assigns of such Registered Owner.

SECTION 9.7. No Petition Covenant. Notwithstanding any prior termination of this Agreement, the Trust (or the Owner Trustee on behalf of the Trust), and each Registered Owner, by accepting a beneficial interest herein, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Agreement acquiesce, petition or otherwise invoke or cause the Transferor to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Transferor under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Transferor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Transferor.

SECTION 9.8. No Recourse. Each Registered Owner, by accepting a beneficial interest herein, acknowledges that such Person’s beneficial interest herein represents a beneficial interests in the Trust only and does not represent interests in or obligations of the Transferor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement or the Basic Documents. Except as expressly provided in the Basic Documents, neither the Transferor, the Servicer nor the Owner Trustee in their respective individual capacities, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the distribution of any amount with respect to the beneficial interests herein, or the Owner Trustee’s performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Agreement, it being expressly understood that said covenants and obligations have been made by the Owner Trustee solely in its capacity as the Owner Trustee. Each Registered Owner by the acceptance of a beneficial interest herein shall agree that, except as expressly provided in the Basic Documents, in the case of nonpayment of any amounts with respect to the beneficial interests herein, it shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom.

SECTION 9.9. Headings. The headings of the various Articles and Sections herein are for purposes of reference only and shall not affect the meaning or interpretation of any provision hereof.

SECTION 9.10. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 9.11. Transfer Restrictions. The beneficial interests herein may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (each, a “Benefit Plan”). By accepting a beneficial interest herein, the Registered Owner shall be deemed to have represented and warranted that it is not a Benefit Plan.

SECTION 9.12. Administrator. The Administrator is authorized to execute on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions and to give such notices as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Basic Documents. Upon request, the Owner Trustee shall execute and deliver to the Administrator a power of attorney appointing the Administrator, its agent and attorney-in-fact to execute all such documents, reports, filings, instruments, certificates and opinions.

SECTION 9.13. Limitation on Payments. All parties hereto agree that all payments to be made by the Trust hereunder shall only be made to the extent funds are available to make such payments in accordance with the priority of payments specified in Section 8.2 of the Indenture. To the fullest extent permitted by law, any amounts which the Trust does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or corporate obligation of the Trust for any such insufficiency unless and until such amount becomes available pursuant to the preceding sentence.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

WILMINGTON TRUST COMPANY

as Owner Trustee

By:

Name:

Title

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC, as Transferor

By:

Name:

Title:

Acknowledged and Accepted:

ALLIANCE LAUNDRY SYSTEMS LLC

as Servicer and Administrator

By:

Name:

Title:

[Trust Agreement]

EXHIBIT A

CERTIFICATE OF TRUST OF

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A

This Certificate of Trust of Alliance Laundry Equipment Receivables Trust 2009-A (the “Trust”), is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed by this Certificate of Trust is Alliance Laundry Equipment Receivables Trust 2009-A.

2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is WILMINGTON TRUST COMPANY, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

3. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee of the Trust.

By:

Name:

Title:

[Trust Agreement]

EX-10.6

Exhibit 10.6

ADMINISTRATION AGREEMENT

AMONG

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A

AND

ALLIANCE LAUNDRY SYSTEMS LLC

AND

THE BANK OF NEW YORK MELLON

Dated as of June 26, 2009

ADMINISTRATION AGREEMENT, dated as of June 26, 2009 among ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A, a Delaware statutory trust (the “Issuer”), ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company, as administrator (the “Administrator”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer is issuing Notes pursuant to an Indenture, dated as of June 26, 2009 (as amended and supplemented from time to time, the “Indenture”), between the Issuer and the Indenture Trustee;

WHEREAS, the Issuer has entered into (or assumed) certain agreements in connection with the issuance of the Notes, including (i) the Pooling and Servicing Agreement and (ii) the Indenture;

WHEREAS, pursuant to the Basic Documents, the Issuer and Wilmington Trust Company, as Owner Trustee, are required to perform certain duties in connection with the Notes and the Trust Estate;

WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Basic Documents as the Issuer and the Owner Trustee may from time to time request;

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows:

1. Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned them in Part I of Appendix A to the Pooling and Servicing Agreement of even date herewith among the Issuer, Alliance Laundry Equipment Receivables 2009 LLC, as Transferor, and Alliance Laundry Systems LLC, as Servicer and Originator (as it may be amended, supplemented or modified from time to time, the “Pooling and Servicing Agreement”). All references herein to “the Agreement” or “this Agreement” are to this Administration Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Sections and subsections are to Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement.

2. Duties of the Administrator.

(a) Duties with Respect to the Indenture. The Administrator agrees to perform all of its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Indenture and the Administrator shall consult with the Issuer and Owner Trustee in connection herewith. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the duties of the Issuer and the Owner Trustee under the Indenture. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as shall be the duty of the Issuer or the Owner Trustee, as applicable, to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture):

(1) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee pursuant to Section 2.2;

(2) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register pursuant to Section 2.4;

(3) the notification of Noteholders of the final principal payment on their Notes pursuant to Section 2.7(c);

(4) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral pursuant to Section 2.9;

(5) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes pursuant to Section 3.2;

(6) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee pursuant to Section 3.3(b);

(7) causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust pursuant to Section 3.3(b);

(8) the obtaining and preservation of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Trust Estate and each other instrument and agreement included in the Trust Estate pursuant to Section 3.4;

(9) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5, necessary to protect the Trust Estate;

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(10) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a), as to the Trust Estate, and the annual delivery of the Opinion of Counsel, the Officer’s Certificate and certain other statements, in accordance with Sections 3.6(b) and 3.9, as to compliance with the Indenture;

(11) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture pursuant to Section 3.7(b);

(12) the notification of the Indenture Trustee, the Administrative Agent and the Rating Agencies of a Servicer Default and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure pursuant to Section 3.7(d);

(13) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture pursuant to Section 3.11(b);

(14) the delivery of notice to the Indenture Trustee, the Administrative Agent and the Rating Agencies, of each Default, Event of Default, Rapid Amortization Event, Servicer Default and default by the Transferor and ALS of their respective obligations under the Pooling and Servicing Agreement and the Purchase Agreement pursuant to Section 3.19;

(15) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing pursuant to Section 5.4;

(16) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee pursuant to Section 6.8;

(17) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee pursuant to Sections 6.8 and 6.10;

(18) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar pursuant to Section 7.1;

(19) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate pursuant to Sections 8.4 and 8.5;

(20) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of amendments or waivers and, if applicable, the mailing to the Noteholders of notices with respect to such amendments or waivers pursuant to Sections 9.1, 9.2 and 9.3;

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(21) the execution and delivery of new Notes conforming to any amendment pursuant to Section 9.6;

(22) the notification of Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification pursuant to Sections 10.1 and 10.2;

(23) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate, if necessary, relating thereto pursuant to Section 11.1;

(24) the preparation of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture pursuant to Section 12.1(a);

(25) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture pursuant to Section 12.1(b);

(26) the notice or other communication to the Noteholders, the Administrative Agent and the Rating Agencies, as applicable, upon the failure of the Indenture Trustee to give such notice or other communication pursuant to Section 12.4;

(27) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions pursuant to Section 12.6; and

(28) the recording of the Indenture, if applicable, pursuant to Section 12.15.

(b) Indemnity. In addition, the Administrator will indemnify the Owner Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

(c) Additional Duties.

(1) In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to

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the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(2) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Trust’s payments to a Registered Owner as contemplated in Section 5.1(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

(3) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in the Trust Agreement with respect to, among other things, tax return preparation, accounting and reports to the beneficial owners and notices to the Rating Agencies, the Administrative Agent, the Noteholders and the Indenture Trustee.

(4) The Administrator may satisfy any obligations it may have with respect to clauses (2) and (3) above by retaining, at the expense of the Administrator, a firm of independent public accountants acceptable to the Owner Trustee which shall perform the obligations of the Administrator thereunder. If a withholding tax specified in the previous clause (2) is due, such accountants or the Administrator shall provide the Owner Trustee with a letter specifying which withholding tax specified in the preceding clause (2) is then required and specifying the procedures to be followed to comply with the Code thirty days before such tax is to be withheld. Such accountants or the Administrator shall update such letter if and to the extent it shall no longer be accurate.

(5) The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.

(6) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from Persons that are not Affiliates of the Administrator.

(7) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents.

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(8) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Trust set forth in Section 2.3(iii) of the Trust Agreement and compliance by the Trust of the provisions of Section 2.4 of the Trust Agreement.

(d) Non-Ministerial Matters.

(i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

(1) the amendment of or any supplement to the Indenture;

(2) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer;

(3) the amendment, change or modification of any of the Basic Documents;

(4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and

(5) the removal of the Indenture Trustee.

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

3. Successor Servicer and Administrator. The Issuer shall undertake, as promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 9.02 of the Pooling and Servicing Agreement, to cause the other parties thereto to enforce the provisions of Sections 9.02, 9.03 and 9.04 of the Pooling and Servicing Agreement with respect to the appointment of a successor Servicer. Such successor Servicer shall, upon compliance with Sections 10(e)(ii) and (iii) of this Agreement, become the successor Administrator hereunder.

4. Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Administrative Agent, the Owner Trustee and the Seller at any time during normal business hours.

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5. Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Servicer shall pay the Administrator a monthly fee in the amount of $1,500.

6. Additional Information To Be Furnished to the Issuer. The Administrator shall furnish to the Administrative Agent and the Issuer from time to time such additional information regarding the Trust Estate as the Issuer and the Administrative Agent shall reasonably request.

7. Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.

8. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

9. Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

10. Term of Agreement; Resignation and Removal of Administrator.

(a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.

(b) Subject to Section 10(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.

(c) Subject to Section 10(e), the Issuer, with the consent of the Administrative Agent, may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.

(d) Subject to Section 10(e), at the sole option of the Issuer, with the consent of the Administrative Agent, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer);

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(2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clauses (2) or (3) of this Section 10(d) shall occur, it shall give written notice thereof to the Issuer, the Administrative Agent and the Indenture Trustee within seven (7) days after the happening of such event.

(e) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator acceptable to the Administrative Agent shall have been appointed by the Issuer (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder, and (iii) prior written notice shall have been provided to the Rating Agencies.

11. Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 10(a) or the resignation or removal of the Administrator pursuant to Section 10(b) or (c), respectively, the Administrator shall be entitled to be paid by the Servicer all fees and reimbursable expenses accruing to it to the effective date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 10(a) deliver to the Issuer all property and documents of or relating to the Trust Estate then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 10(b) or (c), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested by the Indenture Trustee to assist the Issuer in making an orderly transfer of the duties of the Administrator.

12. Notices. All demands, notices and communications upon or to the Issuer, the Administrative Agent, either Trustee, the Administrator or the Rating Agencies under this Agreement shall be delivered to such addresses as specified in Appendix B to the Pooling and Servicing Agreement.

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13. Amendments.

(a) This Agreement may be amended from time to time with prior notice to the Rating Agencies by a written amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the written consent of the Owner Trustee and the Administrative Agent, for any of the following purposes:

(1) to add provisions hereof for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Administrator;

(2) to cure any ambiguity or to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any other Basic Document;

(3) to evidence and provide for the appointment of a successor Administrator hereunder and to add to or change any of the provisions of this Agreement as shall be necessary to facilitate such succession; and

(4) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Agreement, or modify in any manner the rights of the Noteholders; provided, however, that such amendment under this Section 13(a)(4) shall not, as evidenced by an Opinion of Counsel, materially and adversely affect in any material respect the interest of any Noteholder or the Administrative Agent.

Prior to the execution of any amendment pursuant to this Section 13(a), the Administrator shall furnish written notification of the substance of such amendment to each of the Rating Agencies.

(b) In addition to the foregoing, this Agreement may also be amended by the Issuer, the Administrator and the Indenture Trustee with prior notice to the Rating Agencies and with the written consent of the Owner Trustee and the Required Noteholders, for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Noteholders; provided, however, that no amendment may be made to this Agreement which would be prohibited under the proviso of Section 9.2 of the Indenture if such amendment were to be made to the Indenture unless the consent that would have been required as described therein, if such amendment were to be made to the Indenture, shall have been obtained;

(c) Notwithstanding Sections 13(a) and (b), the Administrator may not amend this Agreement without the permission of the Seller, which permission shall not be unreasonably withheld.

14. Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer, the Administrative Agent and the Owner Trustee and prior written notice is provided to the Rating

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Agencies. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer, the Administrative Agent or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of such assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

15. GOVERNING LAW. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

16. Headings. The section headings hereof have been inserted for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

17. Separate Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

18. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the rights of the holders thereof.

19. Not Applicable to Alliance Laundry Systems in Other Capacities. Nothing in this Agreement shall affect any obligation ALS may have in any other capacity.

20. Third-Party Beneficiary. Each of the Seller, only to the extent provided in Section 13(c), and the Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. The Administrative Agent and its successors and assigns shall be third party beneficiaries to the provisions of this Agreement, as it may be supplemented or amended, and shall be entitled to rely upon and directly to enforce the provisions of this Agreement.

21. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived, or supplemented except as provided herein.

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22. No Petition Covenant. The Administrator, by entering into this Agreement, along with the Indenture Trustee pursuant to the Indenture, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer pursuant to Section 11.1 of the Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer.

23. Limitation of Liability of Owner Trustee; No Recourse as to Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Administration Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Administration Agreement or any other related documents.

24. Limitation of Liability of Indenture Trustee; No Recourse as to Indenture Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by The Bank of New York Mellon, not individually or personally but solely as indenture trustee under the Indenture and the Basic Documents, in the exercise of the powers and authority conferred and vested in it and (b) nothing herein contained shall be construed as creating any liability on The Bank of New York Mellon, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto.

25. Limitation on Payments. All parties hereto agree that all payments to be made by the Issuer hereunder shall only be made to the extent funds are available to make such payments in accordance with the priority of payments specified in Section 8.2 of the Indenture. Any amounts which the Issuer does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or corporate obligation of the Issuer for any such insufficiency unless and until such amount becomes available pursuant to the preceding sentence.

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[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2009-A
By:	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
THE BANK OF NEW YORK MELLON, as Indenture Trustee
By:
Name:
Title:
ALLIANCE LAUNDRY SYSTEMS LLC, as Administrator and as Servicer
By:
Name:	Bruce P. Rounds
Title:	Vice President, Chief Financial Officer

[Administration Agreement]

EX-10.7

Exhibit 10.7

LIMITED LIABILITY COMPANY AGREEMENT

OF

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2009 LLC

DATED AS OF JUNE 19, 2009

TABLE OF CONTENTS

		Page
ARTICLE I GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS		1
Section 1.1.	Formation	1
Section 1.2.	Name	1
Section 1.3.	Purpose	1
Section 1.4.	Powers	2
Section 1.5.	Limitations on the Company’s Powers	2
Section 1.6.	Members	4
Section 1.7.	Special Member	5
Section 1.8.	Registered Office; Registered Agent; Place of Business	5
Section 1.9.	Capital Contributions	5
Section 1.10.	Term	6
Section 1.11.	Limited Liability	6
Section 1.12.	No State-Law Partnership	6
Section 1.13.	Return of Contributions	7
ARTICLE II CAPITAL ACCOUNTS		7
Section 2.1.	Capital Accounts	7
Section 2.2.	Computation of Amounts	7
Section 2.3.	Distribution in Kind	7
ARTICLE III DISTRIBUTIONS AND ALLOCATIONS		8
Section 3.1.	Distributions	8
Section 3.2.	Allocation of Profits and Losses	8
ARTICLE IV MANAGEMENT AND MEMBER RIGHTS		8
Section 4.1.	Management Authority	8
Section 4.2.	Independent Managers	9
Section 4.3.	Officers	10
Section 4.4.	Indemnification	12
ARTICLE V MEMBERS		13
Section 5.1.	Transfer of Company Interest	13
Section 5.2.	Member Rights: Meetings	14
Section 5.3.	Additional Members	15
Section 5.4.	Resignation of a Member	15
Section 5.5.	Termination of a Member	15
Section 5.6.	Outside Businesses	15
Section 5.7.	Waiver of Rejection Right	15

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ARTICLE VI DURATION		16
Section 6.1.	Duration	16
Section 6.2.	Winding Up	16
Section 6.3.	Termination	17
ARTICLE VII VALUATION		17
Section 7.1.	Valuation	17
ARTICLE VIII BOOKS OF ACCOUNT: MEETINGS		17
Section 8.1.	Books	17
Section 8.2.	Fiscal Year	17
Section 8.3.	Tax Allocation and Reports	17
Section 8.4.	U.S. Tax Classification Election	18
ARTICLE IX MISCELLANEOUS		18
Section 9.1.	Amendments	18
Section 9.2.	Successors	19
Section 9.3.	Governing Law; Severability	19
Section 9.4.	Notices	19
Section 9.5.	Complete Agreement: Headings, Counterparts	19
Section 9.6.	Partition	19
Section 9.7.	Benefits of Agreement: Third-Party Rights	19
Section 9.8.	Binding Agreement	20
Section 9.9.	No Strict Construction	20
Section 9.10.	Effectiveness	20
Section 9.11.	Limitation on Payments	20

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THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 19, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by the sole Initial Member and the person specified in accordance with Section 1.7 who shall initially be Douglas K. Johnson, upon the occurrence of events specified herein, as Special Member. Capitalized terms used herein are defined in Appendix A attached hereto; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Pooling and Servicing Agreement.

ARTICLE I

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS

Section 1.1. Formation. The formation of Alliance Laundry Equipment Receivables 2009 LLC (the “Company”) pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Act”), occurred on June 12, 2009. Bruce P. Rounds, has been designated as an authorized person, within the meaning of the Act, and has executed, delivered and filed the certificate of formation of the Company (which certificate of formation as amended from time to time is referred to as the “Certificate of Formation”). Upon the Initial Member’s (i) execution of this Agreement or a counterpart hereof and (ii) the making of the capital contribution required by Section 1.9, such Initial Member shall be admitted to the Company as its sole initial member. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation of the Company as provided in the Act.

Section 1.2. Name. The name of the Company formed hereby is “Alliance Laundry Equipment Receivables 2009 LLC” or such other name or names as the Board of Managers may from time to time designate.

Section 1.3. Purpose.

(a) The purposes of the Company are to engage in the following activities:

(i) to acquire from time to time any right, title and interest in and to trade receivables and equipment loans related to commercial laundry equipment, monies due thereunder and proceeds related thereto, security interests in the equipment financed thereby and other assets, insurance policies related thereto and other related assets (collectively, “Receivables”) pursuant to the Basic Documents;

(ii) to acquire, own, hold, service, sell, assign, pledge, invest, lend and otherwise deal with the Receivables, related insurance policies, cash, marketable securities and any proceeds or further rights associated with any of the foregoing pursuant to the Basic Documents;

(iii) to transfer the Receivables to Alliance Laundry Equipment Receivables Trust 2009-A (the “Trust”);

(iv) to hold and enjoy all of the rights and privileges of the ownership of all of the beneficial interests in the Trust;

(v) to perform its obligations under the Basic Documents; and

(vi) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the entering into referral, management, servicing and administration agreements.

(b) The Company, by or through any of its officers on behalf of the Company, may enter into and perform its obligations under the Basic Documents and all documents, agreements or certificates contemplated thereby or related thereto, all without any further act, vote or approval of any Member or any of its Managers or officers notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of any officer to enter into other agreements on behalf of the Company to carry out the purposes set out in this Section 1.3.

Section 1.4. Powers. Subject to Section 1.5, the Company shall (i) have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 1.3 and (ii) have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 1.5. Limitations on the Company’s Powers.

(a) This Section 1.5 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. The Company shall not engage in any business or activity other than as set forth in Section 1.3 hereof.

(b) The Company shall not incur (i) any indebtedness, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers’ acceptances, (ii) any obligations constituting capitalized lease obligations or the deferred purchase price of property or (iii) any obligations to guarantee or secure with a lien upon property of the Company (other than a lien created in connection with a sale of property) any such indebtedness or obligations of another person, other than Permitted Indebtedness.

(c) The Company shall not, so long as any Permitted Indebtedness (other than indebtedness to the Initial Member) is outstanding, amend, alter, change or repeal the definition of “Independent Manager” or Sections 1.3, 1.4, 1.5, 1.7, 4.1, 4.2, 4.3, 5.1, 5.3, 5.4, 5.5, 6.1, 6.2, 6.3, 9.1 or 9.7 or Schedule 1 of this Agreement without the unanimous written consent of the Board of Managers (including each of the Independent Managers) and prior written notice to the Rating Agencies and consent of the Required Noteholders with respect thereto; provided, however, that subject to this Section 1.5, the Members shall have the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 9.1.

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(d) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members or the Board of Managers, or any other person or entity, the Company shall not be authorized or empowered, nor shall the Members, the Board of Managers nor any other person or entity, permit the Company, without the prior unanimous written consent of the Board of Managers (including each of the Independent Managers), to take any Material Action; provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Managers appointed pursuant to, and in compliance with, Section 4.2, and then serving in such capacity, and any taking or purported taking of any Material Action that is not in strict compliance with this Section 1.5(d) shall be void and of no effect; and provided, further, that, so long as any Permitted Indebtedness (other than indebtedness to the Initial Member) is outstanding, the Company shall provide the Rating Agencies, the Administrative Agent and the Indenture Trustee with prior written notice of any Material Action.

(e) The Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Managers (including the Independent Managers) shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the holders of the Permitted Indebtedness and the Company shall deliver to the Indenture Trustee and the Administrative Agent an Officer’s Certificate to that effect. The Company shall also:

(i) maintain its own separate books and records and bank accounts including preparation of separate financial statements;

(ii) at all times hold itself out to the public as a legal entity separate from and not a division of the Members and any other Person;

(iii) ensure that its Board of Managers is composed differently from that of its Members or Affiliates of its Members;

(iv) file its own tax returns, if any, as may be required under applicable law, to the extent (a) not part of a consolidated group filing a consolidated return or returns or (b) not treated as a division for tax purposes of another taxpayer or otherwise disregarded for tax purposes, and pay any taxes so required to be paid under applicable law;

(v) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person including without limitations, any Members and any direct or ultimate parent of any Member and hold all of its assets in its own name;

(vi) conduct its business in its own name;

(vii) pay its own liabilities only out of its own funds;

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(viii) maintain an arm’s length relationship with its Affiliates and its Members;

(ix) pay the salaries of its own employees and maintain a sufficient number of employees in light of its contemplated business operations, if any;

(x) not hold out its credit or assets as being available to satisfy the obligations of others nor guarantee or become obligated for the debts of any other entity (except as contemplated by the Basic Documents);

(xi) allocate fairly and reasonably any overhead for shared office space;

(xii) use separate stationery, invoices and checks;

(xiii) not pledge its assets for the benefit of any other Person, except as contemplated by the Basic Documents;

(xiv) correct any known misunderstanding regarding its separate identity;

(xv) maintain adequate capital in light of its contemplated business purposes transactions and liabilities;

(xvi) cause the Board of Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(xvii) not acquire any obligations or securities or other ownership interests of a Member or any Affiliate (except as contemplated by the Basic Documents); and

(xviii) cause the Managers, officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interest of the Company.

Failure of the Company, or any Member, Manager or officer on behalf of the Company to comply with any of the covenants set forth in this Section 1.5 shall not affect the status of the Company as a separate legal entity or the limited liability of the Member.

Section 1.6. Members. The name and the mailing address of the Initial Member is set forth on Schedule 1 attached hereto. The Board of Managers shall amend from time to time Schedule 1 to reflect any future addition, resignation, withdrawal or termination of Members. Subject to Section 1.5, Members may also act by written consent.

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Section 1.7. Special Member. Upon the occurrence of any event that causes a Member to cease to be a Member of the Company (other than (i) upon the assignment by a Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Section 5.1 or (ii) the resignation of a Member and the admission of an additional Member of the Company pursuant to Section 5.4), one person acting as an Independent Manager, who shall be specified from time to time by resolution of the Board of Managers and shall have executed a signature page to this Agreement and who shall initially be Douglas K. Johnson, shall, without any action of any Person and simultaneously with the Initial Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless: (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 4.2; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager and who is designated to be a Special Member in accordance with this Section 1.7, shall execute a counterpart to this Agreement. Prior to its admission to the Company as a Special Member, each person acting as an Independent Manager shall not be a member of the Company.

Section 1.8. Registered Office; Registered Agent; Place of Business. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Board of Managers may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent, at the registered address named in the Certificate of Formation, or such other person or persons as the Board of Managers may designate from time to time in the manner provided by law. The Company will maintain a chief executive office and principal place of business at such place or places inside or outside the State of Delaware as the Board of Managers may designate from time to time.

Section 1.9. Capital Contributions.

(a) The Initial Member shall, promptly following the execution of this Agreement, contribute to the capital of the Company the amount set forth on Schedule 1. The Initial Member is not required to make any additional capital contribution to the Company. However, the Initial Member may make additional capital contributions to the Company at any time at the sole discretion of such Initial Member. All such contributions shall take the form of (i) the Initial Member’s right, title and interest in and to Authorized Assets or (ii) a cash transfer.

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The Persons hereafter admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board of Managers at the time of each such admission. The Persons hereafter admitted as Members of the Company shall not be required to make any additional capital contribution to the Company. However, each such Person may make additional capital contributions to the Company at any time upon the written consent of the Board of Managers. All such additional contributions shall take the form of a cash transfer or a deed cash transfer unless otherwise approved by the Board of Managers at the time of each such contribution. The Board of Managers shall amend Schedule 1 from time to time to reflect any capital contribution made by any Member. The provisions of this Agreement, including this Section 1.9, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third party beneficiary of this Agreement) and no Member or Special Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

(b) No Member shall have any responsibility to restore any negative balance in such Member’s Capital Account or to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

(c) No interest shall be paid by the Company on capital contributions or on balances in Capital Accounts.

(d) A Member shall not be entitled to withdraw any part of its Capital Account or to receive any distributions from the Company except as provided in Articles III and VI; nor shall a Member be entitled to make any capital contribution to the Company other than as expressly provided herein.

Section 1.10. Term. The Company’s term shall continue until the Company is dissolved in accordance with Article VI of this Agreement.

Section 1.11. Limited Liability. To the fullest extent permitted by law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member, Special Member, Manager or any officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Special Member, Manager or officer of the Company.

Section 1.12. No State-Law Partnership. The Member(s) intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes, and neither this Agreement nor any other document entered into by the Company or any Member shall be construed to suggest otherwise.

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Section 1.13. Return of Contributions. The contributions of the Members are to be returned to the Members only upon the termination and liquidation of the Company in accordance with Article VI of this Agreement but contributions may be returned prior to such time with the consent of the Independent Managers.

ARTICLE II

CAPITAL ACCOUNTS

Section 2.1. Capital Accounts. A “Capital Account” will be established for each Member on the books of the Company and will be adjusted as follows:

(a) Such Member’s contributions to the capital of the Company will be credited to such Member’s Capital Account when received by the Company.

(b) At the end of each fiscal year of the Company and upon dissolution and winding up of the Company pursuant to Article VI, Profits for such period allocated to such Member pursuant to Section 3.2 shall be credited and Losses for such period allocated to such Member pursuant to Section 3.2 shall be debited, as the case may be, to such Member’s Capital Account.

(c) Any amounts distributed to such Member will be debited against such Member’s Capital Account.

(d) Such Member’s Capital Account will otherwise be adjusted in accordance with Treas. Reg. § 1. 704-1(b)(2)(iv).

Section 2.2. Computation of Amounts. For purposes of computing the amount of any item of income, gain, loss, deduction or expense to be reflected in Capital Accounts, the determination, recognition and classification of each such item shall be the same as its determination, recognition and classification for federal income tax purposes; provided, that:

(a) any income that is exempt from federal income tax shall be added to such taxable income or losses and any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), shall be subtracted from such taxable income or losses;

(b) if the Book Value of any Company property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) (in connection with a distribution of such property) or (f) (in connection with a revaluation of Capital Accounts), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property; and

(c) if property that is reflected on the books of the Company has a Book Value that differs from the adjusted tax basis of such property, depreciation, amortization and gain or loss with respect to such property shall be determined by reference to such Book Value.

Section 2.3. Distribution in Kind. If property is to be distributed in kind to the Members pursuant to this Agreement, (i) the value of such property shall first be adjusted pursuant to Section 2.2(b) to its value (as determined pursuant to Article VII as of the date of

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such distribution), (ii) the Capital Accounts of the Members shall be adjusted immediately prior to the distribution as if such property were sold at its value (as so determined) and (iii) the value of such property (as so determined) received by each Member shall be debited against such Member’s respective Capital Account at the time of distribution.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

Section 3.1. Distributions. Distributions of cash or other assets (except Authorized Assets) of the Company shall be made at such times and in such amounts as the Board of Managers may determine. Unless the Board of Managers determines otherwise, distributions shall be made to Members pro rata based on the Percentage Interests held by each Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not, and shall not be required to, make a distribution to any Member on account of such Member’s interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law or any Basic Document.

Section 3.2. Allocation of Profits and Losses. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Members in proportion to the Percentage Interests held by each Member.

ARTICLE IV

MANAGEMENT AND MEMBER RIGHTS

Section 4.1. Management Authority.

(a) Subject to Section 1.5, the business and affairs of the Company shall be managed by or under the direction of a board of one or more Managers (the “Board of Managers”). Subject to Section 1.5, the Members may determine at anytime in their sole and absolute discretion the number of Managers to constitute the Board of Managers. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion, upon notice to all Managers, and subject in all cases to Section 1.5. The initial number of Managers shall be five, two of which shall be Independent Managers pursuant to Section 4.2. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Each Manager shall execute and deliver a counterpart of the Manager Agreement. Managers need not be Members. Each Manager shall be a natural person.

(b) Subject to Section 1.5, the Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 1.3(b) and 1.5, the Board of Managers has the authority to bind the Company. Notwithstanding the last sentence of Sentence 18-402 of the Act, no Member, unless such Member is also a Manager and acts as its capacity as Manager, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members or as otherwise specified in the Act.

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(c) The Board of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board of Managers may be held without notice at such time and at such place as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers may be called by any one or more of the Managers on not less than one (1) day’s (or such shorter period as shall be agreed to by such Manager) notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication.

(d) At all meetings of the Board of Managers, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board of Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all members of the Board of Managers, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers.

(e) Managers may participate in meetings of the Board of Managers, by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting and shall be counted for purposes of determining whether a quorum exists. If all the Members are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f) The Board of Managers shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board of Managers, which may be a fixed sum for attendance at each meeting of the Board of Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

(g) Subject to Section 4.2, unless otherwise restricted by law, any Manager or the entire Board of Managers, may be removed, with or without cause, at any time by the Members, and, subject to Section 4.2, any vacancy caused by any such removal may be filled by action of the Members.

(h) Subject to Section 4.2, in exercising the rights and performing the duties of Managers under this Agreement, each Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Section 4.2. Independent Managers.

(a) The Company shall at all times have at least two (2) Independent Managers who will be appointed as Managers by the Members pursuant to, and in compliance

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with this Section 4.2. The initial Independent Managers shall each execute and deliver an Independent Manager Agreement and a counterpart of the Manager Agreement. To the fullest extent permitted by Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors (including the Noteholders under the Basic Documents), in acting or otherwise voting on any Material Action or the matters referred to in Section 1.5. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by execution and delivery of an Independent Manager Agreement, a counterpart of the Manager Agreement and, if such person shall be designated as the Special Member, shall have executed a counterpart of this Agreement. All right, power and authority of an Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 4.2, in exercising such Independent Manager’s rights and performing such Independent Manager’s duties under this Agreement, an Independent Manager shall have a fiduciary duty of care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

(b) In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, but with prior written notice to the Administrative Agent, appoint a successor Independent Manager. Any successor or additional Independent Manager shall be reasonably acceptable to the Administrative Agent as evidenced in writing executed by the Administrative Agent. Any appointment of a successor or additional Independent Manager by the Members that is not in strict compliance with this Section 4.2 shall be void and of no effect. Notwithstanding anything to the contrary set forth herein, the Company shall not take any Material Action until such successor Independent Manager is appointed.

(c) To the fullest extent permitted by law, so long as any Permitted Indebtedness is outstanding, the Independent Managers shall not acquiesce, petition, or otherwise involve or cause the Company to order the winding up or liquidation of the affairs of the Company.

Section 4.3. Officers.

(a) The officers of the Company shall consist of at least a President, a Secretary and a Treasurer. The officers of the Company may also consist of a Chief Financial Officer and one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board of Managers shall appoint a President, a Secretary and a Treasurer. The Board of Managers may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement or as shall be determined from time to time by the Board of Managers. The salaries of all officers and agents of the Company shall be fixed by or in the manner prescribed by the Board of Managers. The officers of the Company shall hold office until their successors are chosen and qualified. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority

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of the Board of Managers. Any vacancy occurring in any office of the Company shall be filled by the Board of Managers. The Board of Managers may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board of Managers may from time to time deem appropriate in its sole discretion.

(b) President. The President shall preside at all meetings of the Members, if any, and the Board of Managers, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board of Managers are carved into effect. The President shall execute all bonds, mortgages and other contracts, except: (i) where required or permitted by law or this Agreement to be otherwise signed and executed; (ii) where signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent of the Company, including Section 4.1(b); and (iii) as otherwise permitted by Section 4.3(g).

(c) Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Managers, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

(d) Secretary and Assistant Secretary: The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board of Managers and all meetings of the Members, if any, and record all the proceedings of the meetings of the Company and of the Board of Managers in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members, if any, and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, if any, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Managers (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

(e) Treasurer and Assistant Treasurer. The Treasurer shall have custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Managers. The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Managers, taking proper vouchers for such disbursements, and shall render to the President and to the Board of Managers, at its regular meetings or when the Board of Managers so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Managers (or if there

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be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Managers may from time to time prescribe.

(f) Officers. The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by the Board of Managers not inconsistent with this Agreement, shall have the power and authority, subject to Section 1.5, to bind the Company.

(g) When the taking of such action has been authorized by the Board of Managers, any officer of the Company or any other person or entity specifically authorized by the Board of Managers may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Members, or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation. Except to the extent otherwise provided herein, each officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

Section 4.4. Indemnification. Except as limited by law and subject to the provisions of this Section 4.4, each Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company (but only after first making a claim for indemnification available from any other source and only to the extent indemnification is not provided by that source) to the fullest extent permitted under the Act and other applicable law (including indemnification for negligence, gross negligence and breach of fiduciary duty to the extent so authorized), as amended from time to time (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all losses, liabilities and expenses, including attorneys’ fees and expenses, arising from claims, actions and proceedings in which such Person may be involved, as a party or otherwise, by reason of such Person being or having been a Manager, Member, Special Member or officer of the Company, or by reason of such Person serving at the request of the Company as a director, officer, member, manager, partner, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan whether or not such Person continues to be such or serve in such capacity at the time any such loss, liability or expense is paid or incurred. The rights of indemnification provided in this Section 4.4 will be in addition to any rights to which such Person may otherwise be entitled by contract or as a matter of law and shall extend to such Person’s successors and assigns. In particular, and without limitation of the foregoing, such Person shall be entitled to indemnification by the Company against expenses (as incurred), including attorneys’ fees and expenses, incurred by such person or entity upon the delivery by such Person to the Company of a written undertaking (reasonably acceptable to the Board of Managers) to repay all amounts so advanced if it shall ultimately be determined that such person or entity is not entitled to be indemnified under this Section 4.4. The Company may, to the extent authorized from time to time by the Board of Managers, and to the fullest extent permitted

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by law, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.4 with respect to the indemnification and advancement of expenses of the Managers, Members and officers of the Company; provided, however, indemnification of expenses to any employee or agent of the Company will be subordinated to the full repayment of the Noteholders.

ARTICLE V

MEMBERS

Section 5.1. Transfer of Company Interest.

(a) Subject to Section 5.3, no Member shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “Transfer”), all or any portion of such Member’s interest in the Company without the prior written consent of the Board of Managers, which consent may be given or withheld in its sole discretion; provided, however, that the Initial Member may pledge or grant a security interest in its interest in the Company if such Person (and any of such Person’s successors and assigns) shall have agreed that it shall not: (i) file a petition in bankruptcy against the Company or the Issuer until one (1) year and one (1) day after the Permitted Indebtedness shall have been paid in full, (ii) seek to substantively consolidate the Company or the Issuer in connection with a bankruptcy of the Initial Member or any of its Affiliates, (iii) seek to realize on the assets of the Company or the Issuer, (iv) vote such interest in the Company with respect to any matters, without the consent of the Administrative Agent (at the direction of the Required Noteholders) and (v) challenge or contest any actions by the Indenture Trustee or any of the Noteholders or the Agents (including any claims by any of the Administrative Agent, the Noteholders, the Company, the Issuer or any of their respective assignees), or assert any claim against such parties in connection with the exercise by either the Indenture Trustee or any of the Noteholders or the Agents of any right or remedy available to it pursuant to the terms of the Basic Documents, or the exercise of any remedies, or receipt of any proceeds from any assets of the Company following the occurrence of a Rapid Amortization Event or an Event of Default.

(b) Notwithstanding any other provision of this Agreement, any Transfer by the Members in contravention of any of the provisions of this Section 5.1 shall, to the fullest extent permitted by law, be void and ineffective, and shall not bind, or be recognized by, the Company.

(c) If and to the extent any Transfer of an interest in the Company is made pursuant to and in accordance with the terms of this Agreement, this Agreement (including the Appendix, Schedule and Exhibits hereto) shall be amended by the Board of Managers to reflect the Transfer of the Company interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Member (or the reduction of such transferring Member’s interest in the Company) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate of Formation reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the Company permitted hereunder and the admission of any substitute Member pursuant to Section 5.3 shall be deemed effective upon the later to occur of the time of Transfer of an interest in the Company to such transferee or the first date that the Board of

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Managers receives evidence of such Transfer, including the terms thereof; but in either case, the admission of the transferee as a member of the Company shall be deemed effective immediately prior to the Member ceasing to be a member of the Company. If the transferring Member has transferred all of its interest in the Company pursuant to this Section 5.1, then, upon the later to occur of the time of such Transfer or the first date that the Board of Managers receives evidence of such Transfer, including the terms thereof, the transferring Member shall cease to be a Member with respect to such interest; but in either case, the admission of the transferee as a member of the Company shall be deemed effective immediately prior to the Member ceasing to be a member of the Company.

(d) Any person or entity who acquires in any manner whatsoever any interest in the Company, irrespective of whether such person or entity has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions, (ii) received all of the distributions, and (iii) agreed to be subject to and bound by all of the terms and conditions of this Agreement and the Basic Documents, that any predecessor in such interest in the Company made, received and was subject to or bound.

Section 5.2. Member Rights: Meetings.

(a) No Member, unless such Member is also a Manager and acts in its capacity as Manager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action.

(c) Meetings of the Members for the transaction of such business as may properly come before such Members shall be held at such place, on such date and at such time as a Member or Members holding a Majority in Interest shall determine. Special meetings of Members for any proper purpose or purposes may be called at any time by the Board of Managers or the Member or Members holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than four (4) and not more than sixty (60) days before the date of the meeting.

(d) Any action required or permitted to be taken at an annual or special meeting of the Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Members holding at least the minimum Percentage Interest that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

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Section 5.3. Additional Members. The Board of Managers shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board of Managers shall in its sole discretion determine; provided, that, notwithstanding the foregoing, so long as any Permitted Indebtedness remains outstanding, no additional Members may be admitted to the Company. In connection with any such admission, the Board of Managers shall amend Schedule 1 to reflect the name, address and capital contribution of the additional Member and the new Percentage Interests of all Members.

Section 5.4. Resignation of a Member. So long as any Permitted Indebtedness (other than indebtedness to the Initial Member) is outstanding, the Initial Member may not resign without prior written consent of the Indenture Trustee and the Required Noteholders. A Member (other than the Initial Member) may resign from the Company with the written consent of the Board of Managers. In the event that there is only one Member, such Member shall not be permitted to resign pursuant to this Section 5.4 unless an additional member of the Company is admitted to the Company. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

Section 5.5. Termination of a Member. Notwithstanding the provisions of Section 5.4, a person or entity will no longer be a Member for purposes of this Agreement upon an Event of Withdrawal. The Terminated Member, or its personal representative, as the case may be, shall only be entitled to continue to receive allocation of Profits and Losses and distributions of the Company, including distributions pursuant to Article III hereof, as and when paid by the Company, to the same extent such Terminated Member was entitled to such distributions as a Member. Except as provided in Section 6.1, such Terminated Member’s successors and assigns will not be entitled to participate in any Company decision or determination, and such Terminated Member’s successors and assigns will acquire only such Terminated Member’s right to receive allocation of Profits and Losses and to share in Company distributions.

Section 5.6. Outside Businesses. Any Member or Special Member may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or gains derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. No Member shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and any Member shall have the right to take for such Member’s own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.

Section 5.7. Waiver of Rejection Right. In the event of a Bankruptcy of the Member, the Member hereby agrees to waive any right to reject this Agreement under the federal bankruptcy laws.

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ARTICLE VI

DURATION

Section 6.1. Duration. Subject to the provisions of Section 6.2 of this Agreement, the Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a) The determination of the Board of Managers including the Independent Managers;

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Act; or

(c) The termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act.

Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a Member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member of the Company in the Company. Notwithstanding the foregoing, so long as any Permitted Indebtedness (other than indebtedness to the Initial Member) is outstanding, to the fullest extent permitted law, the Company shall not be dissolved without the prior consent of the Required Noteholders.

Except as otherwise set forth in this Article VI, the Members intend for the Company to have perpetual existence. Notwithstanding any other provision of this Agreement, the Bankruptcy of any Member or Special Member shall not cause such Member or Special Member to cease to be a Member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Section 6.2. Winding Up. Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board of Managers shall be the liquidator pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as the Company’s expense. The steps to be accomplished by the liquidator are as follows:

(a) First, the liquidator shall satisfy all of the Company’s debts and liabilities to creditors including all contingent, conditional or unmatured claims (whether by payment or the reasonable provision for payment thereof) other than liabilities for distributions to members and former members under Sections 18-601 and 18-604 of the Act;

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(b) Second, the liquidator shall satisfy all of the Company’s debts and liabilities to Members (whether by payment or the reasonable provision for payment thereof);

(c) Third, all remaining Authorized Assets shall be sold on terms and conditions as favorable to the Company as are obtainable in the market; provided, that no Affiliate of the Company shall be entitled to acquire such Authorized Assets unless the purchase price to be paid by such Affiliate is at least as high as the price specified in the highest bona fide bid for such Authorized Assets from a third party, provided, however, that Affiliates of the Company shall be entitled to acquire such Authorized Assets if (x) no bona fide bids are received for such Authorized Assets (after reasonable efforts to obtain such bids) and (y) such acquisition is at a price at least equal to the fair value of such Authorized Assets, as established in written advice to the Company from a Person, selected by the Independent Managers, engaged in the brokering or valuation of financial assets such as Authorized Assets; and

(d) Fourth, all remaining assets shall be distributed to the Members in accordance with Section 3.1.

Section 6.3. Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article VI, and the Certificate of Formation of the Company shall have been canceled in the manner required by the Act.

ARTICLE VII

VALUATION

Section 7.1. Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Member shall be valued as determined by the Board of Managers.

ARTICLE VIII

BOOKS OF ACCOUNT: MEETINGS

Section 8.1. Books. The Board of Managers will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or such Member’s authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

Section 8.2. Fiscal Year. The fiscal year of the Company shall end on December 31 of each year.

Section 8.3. Tax Allocation and Reports. If and for so long as the Company has more than one Member:

(a) The income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts, except as otherwise provided in the Code or other applicable law.

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(b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution.

(c) Within 75 days after the end of each fiscal year, the Tax Matters Partner (as defined below) shall cause the Company to furnish each Member with a copy of the Company’s tax return and form K-1 for such fiscal year.

(d) The Company shall designate the Initial Member to act as the “Tax Matters Partner” (as defined in Section 6231(a)(7) of the Code) in accordance with Sections 6221 through 6233 of the Code.

Section 8.4. U.S. Tax Classification Election. If and for so long as the Company has only one Member, the Company shall make an election on IRS Form 8832 to be treated as a domestic entity with a single owner electing to be disregarded as a separate entity.

ARTICLE IX

MISCELLANEOUS

Section 9.1. Amendments. Subject to Section 1.5, this Agreement may be amended or modified from time to time only by a written instrument adopted by the unanimous consent of its Board of Managers; provided, however, that any amendment or modification reducing disproportionately a Member’s Percentage Interest or other interest in the profits or losses or in distributions or increasing such Member’s capital contribution shall be effective only with such Member’s consent. Notwithstanding anything to the contrary in this Agreement, so long as any Permitted Indebtedness (other than indebtedness to the Initial Member) is outstanding, this Agreement may not be modified, altered, supplemented or amended without prior written consent of the Required Noteholders and prior written notice provided to the Rating Agencies with respect thereto; provided, however, that any amendment, alteration, supplement or modification to this Agreement that creates a separate, non-voting membership interest in the Company (with no right to participate in the management of the Company), which interest would give its holder the right to receive only allocations and distributions from the Company of amounts that are received by the Company at the times and in the amounts set forth in the Basic Documents and pledge or grant to a pledge a security interest solely in such non-voting interest, shall be in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that without limiting the generality of the foregoing, any modification, alteration, supplement or amendment to Sections 1.5(d) or 4.2 of this Agreement (or any other modification, alteration, supplement or amendment to this Agreement that would have the effect of modifying, altering, supplementing or amending the rights, duties or obligations of any Person under such Sections) shall be deemed to be material for purposes of this Section 9.1.

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Section 9.2. Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Members and their respective legal representatives, heirs, successors and permitted assigns.

Section 9.3. Governing Law; Severability. The Agreement will be construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws, and, to the maximum extent possible, in such manner as to comply with the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

Section 9.4. Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule 1 hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

Section 9.5. Complete Agreement: Headings, Counterparts. This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one agreement.

Section 9.6. Partition. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each Member and Special Member hereby irrevocably waives any right or power that such Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. No Member shall have any interest in any specific assets of the Company, and no Member shall have the status of a creditor with respect to any distribution pursuant to Section 3.1 hereof. The interest of the Members in the Company is personal property.

Section 9.7. Benefits of Agreement: Third-Party Rights. The Indenture Trustee, the Administrative Agent and their respective successors and assigns shall each be a third party beneficiary of this Agreement, as it may be supplemented or amended, and shall be entitled to rely upon and directly to enforce such provisions of this Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member or Special Member. Nothing in this Agreement shall be deemed to create any right in any Person (except as otherwise provided in Section 4.4) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

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Section 9.8. Binding Agreement. Notwithstanding any other provision of this Agreement, each Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Managers, in accordance with its terms.

Section 9.9. No Strict Construction. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Persons (if more than one) then parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Section 9.10. Effectiveness. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date first set forth above.

Section 9.11. Limitation on Payments. All parties hereto agree that all payments to be made by the Company hereunder shall only be made to the extent funds are available to make such payments in accordance with the priority of payments specified in Section 8.2 of the Indenture. Any amounts which the Company does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or corporate obligation of the Company for any such insufficiency unless and until such amount becomes available pursuant to the preceding sentence.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Initial Member hereto has caused this Agreement to be signed as of the date first above written.

INITIAL MEMBER:

ALLIANCE LAUNDRY SYSTEMS LLC

By:

Name:

Title:

[ALER 2009 LLC Agreement]

IN WITNESS WHEREOF, the Special Member hereto has caused this Agreement to be signed as of the date first above written.

SPECIAL MEMBER:
Name:
	Douglas K. Johnson

[ALER 2009 LLC Agreement]

APPENDIX A

DEFINITIONS

A. Capitalized terms used in the Agreement and not defined herein shall have the meanings assigned to such terms in Appendix A to the Pooling and Servicing Agreement. When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in Section 1.1.

“Administrative Agent” shall have the meaning specified in the Note Purchase Agreement, dated as of the date hereof, by and among the Issuer, the Initial Member, the Company, the Note Purchasers (as defined therein), the Agents (as defined therein) and Natixis Financial Products Inc., as administrative agent for the Note Purchasers.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Assignee” means person or entity to whom any Company interest has been transferred in a Transfer described in Section 4.06, unless and until such person or entity becomes a Member with respect to such Company interest.

“Authorized Assets” means the Specified Assets (as defined in the Purchase Agreement).

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. With respect to the Member, the foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18101(1) and 18-304 of the Act.

“Basic Documents” means the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Pooling and Servicing Agreement, any Assignment, the Back-Up Servicer Agreement, the Note Purchase Agreement, the Custodial Agreement, the Administration

Agreement, the Indenture, each of the Lockbox Agreements, each of the Independent Manager Agreements, each of the Independent Manager Services Agreements, the Securities Account Control Agreement, the Applicable Margin Fee Letter and the other documents and certificates delivered in connection therewith.

“Book Value” means, with respect to any Company property, the Company’s adjusted basis for federal income tax purposes, except that the initial Book Value of any property contributed by a Member to the Company shall be the value of such property on the date of such contribution, as agreed by the Board of Managers and the Member contributing the property, and the Book Value of any Company property shall be adjusted pursuant to Treasury Regulation Section 1.7041(b)(2)(iv)(e) (in connection with a distribution of such property) or (f) (in connection with a revaluation of Capital Accounts).

“Board of Managers” has the meaning set forth in Section 4.1(a).

“Capital Account” has the meaning set forth in Section 2.1.

“Certificate of Formation” has the meaning set forth in Section 1.1.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

“Company” has the meaning set forth in Section 1.1.

“Control” means the possession, directly or indirectly, or the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings.

“Event of Withdrawal” means the death or dissolution of a Member.

“Independent Manager” means a natural person who, for the five-year period prior to such person’s appointment as Independent Manager (or independent director with respect to corporations) has not been, and during the continuation of such person’s service as Independent Manager such Independent Manager is not: (i) an employee, director, stockholder, manager, partner or officer of the Company or any of its Affiliates (other than such person’s service as an Independent Manager of the Company or any of the Initial Member’s Affiliates); (ii) a customer, creditor or supplier of the Company or any of its Affiliates; (iii) a beneficial owner at the time of such individual’s appointment as an Independent Manager, or at any time thereafter while serving as an Independent Manager, of more than 2% of the voting securities of the Initial Member of any of its subsidiaries or affiliates; (iv) is not affiliated with a significant customer, supplier or creditor of the Initial Member or any of its affiliates or subsidiaries; (v) does not have any significant personal service contracts with the Initial Member or any of its affiliates or subsidiaries; (vi) has prior experience as an independent director for a corporation whose charter documents require the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law; (vii) has at least three years of employment experience with one or more entities that provide, in the ordinary

course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; or (viii) is not any member of the immediate family of a person described in (i) or (ii). An Independent Manager of the Company is hereby designated as a Manager of the Company within the meaning of Section 18-101(10) of the Act.

“Independent Manager Agreement” means an agreement by and between the Company and an Independent Manager relating to such Independent Manager’s position as Independent Manager.

“Independent Manager Services Agreement” means an agreement by and between the Company and a Person relating to the identification of qualified individuals to serve as Independent Managers.

“Initial Member” means Alliance Laundry Systems LLC, a Delaware limited liability company, as the sole member of the Company.

“Lockbox Agreements” means any agreement relating to the provision of lockbox or other account services.

“Losses” for any period means all items of Company loss, deduction and expense for such period determined according to Section 2.2.

“Majority in Interest” means a majority of Percentage Interests of all Members.

“Manager” means each Person identified as such on Schedule 1 as a manager, and any successor thereto. Each Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101 (10) of the Act.

“Manager Agreement” means the Manager Agreement in the form attached hereto as Exhibit A.

“Material Action” means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company or the Issuer be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or the Issuer or file a petition seeking, or consent to, reorganization or relief with respect to the Company or the Issuer under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the Issuer or a substantial part of its property, or make any assignment (or consent to the making of any assignment) for the benefit of creditors of the Company or the Issuer, or admit in writing the Company’s or the Issuer’s inability to pay its debts generally as they become due, or, to the fullest extent permitted by law, take action in furtherance of any such action, or dissolve or liquidate (or consent to the dissolution or liquidation of the Company or the Issuer) or except to the extent permitted by the Basic Documents, engage in any business activity not contemplated hereby, sell all or substantially all of the assets of the Company or incur debt not contemplated by the Basic Documents.

“Member” means any of the parties identified on Schedule 1 as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person continues to be a member hereunder; provided, however, the term “Member” shall not include the Special Members.

“Officer’s Certificate” means a certificate signed by any officer of the Company who is authorized to act for the Company in matters relating to the Company.

“Percentage Interest” means, in respect of each Member, such Member’s interest in the income, gains, losses, deductions and expenses of the Company as set forth on Schedule 1.

“Permitted Indebtedness” means the indebtedness for borrowed money of the Issuer, any indebtedness of the Company to the Initial Member in connection with the transfer of Receivables from the Initial Member to the Company, and the other liabilities and obligations arising under the Basic Documents.

“Pooling and Servicing Agreement” means the Pooling and Servicing Agreement dated as of June 26, 2009 among the Initial Member, the Company and Alliance Laundry Equipment Receivables Trust 2009-A.

“Profits” for any period means all items of Company income and gain for such period determined according to Section 2.2.

“Special Member” means, upon such Person’s admission to the Company as a member of the Company pursuant to Section 1.7, a person acting as an Independent Manager, in such person’s capacity as a member of the Company. A Special Member shall have only the rights and duties expressly set forth in this Agreement.

“Terminated Member” means a person who has ceased to be a Member pursuant to Section 5.5.

“Transfer” has the meaning set forth in Section 5.1(a).

B. Rules of Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

SCHEDULE 1

MEMBER AND MANAGER INFORMATION

MEMBER(S)	CAPITAL CONTRIBUTION		PERCENTAGE INTEREST
Alliance Laundry Systems LLC Shepard Street P.O. Box 990 Ripon, WI 54971	$	1	100	%

Managers

Thomas F. L’Esperance

Bruce P. Rounds

Michael D. Schoeb

Douglas K. Johnson (Independent Manager)

Evelyn Echevarria (Independent Manager)

EXHIBIT A

FORM OF MANAGER AGREEMENT

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Thomas F. L’Esperance certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Alliance Laundry Systems LLC, Alliance Laundry Corporation and Alliance Laundry Holdings LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of registrants’ board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Signature	Title	Date
/s/ THOMAS F. L’ESPERANCE Thomas F. L’Esperance	Chief Executive Officer	8-11-09

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Bruce P. Rounds certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Alliance Laundry Systems LLC, Alliance Laundry Corporation and Alliance Laundry Holdings LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of registrants’ board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Signature	Title	Date
/s/ BRUCE P. ROUNDS Bruce P. Rounds	Vice President Chief Financial Officer	8-11-09

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alliance Laundry Systems LLC, Alliance Laundry Corporation and Alliance Laundry Holdings LLC (the “Companies”) on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas F. L’Esperance, Chief Executive Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/s/ THOMAS F. L’ESPERANCE

Chief Executive Officer

August 11, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alliance Laundry Systems LLC, Alliance Laundry Corporation and Alliance Laundry Holdings LLC (the “Companies”) on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce P. Rounds, Vice President Chief Financial Officer of the Companies, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/s/ BRUCE P. ROUNDS

Vice President Chief Financial Officer

August 11, 2009