-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Svc0A7p7p1TJ+HrAGwaGSYJ1v9T+YfLLrheUC1upyHEq+Nw0zoPiQmtK3quYZtbC YdHj18mcBtSkbkWw8p+FFA== 0000897069-05-000575.txt : 20050302 0000897069-05-000575.hdr.sgml : 20050302 20050302165849 ACCESSION NUMBER: 0000897069-05-000575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050224 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18110 FILM NUMBER: 05655017 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 8-K 1 cmw1255.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported): February 24, 2005

Gehl Company

(Exact name of registrant as specified in its charter)

Wisconsin	0-18110	39-0300430
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

143 Water Street, West Bend, Wisconsin 53095

(Address of principal executive offices, including zip code)

(262) 334-9461

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On February 24, 2005, Gehl Company (the “Company”) entered into an asset securitization program (the “Securitization Program”) with UBS Real Estate Securities Inc. whereby the Company may sell, through a revolving facility, up to $150 million of retail installment sale contracts. Under the Securitization Program the Company will receive proceeds of approximately 90% of the discounted value of contracts sold before payments of costs and expenses. Copies of the following agreements, which collectively contain the material terms of the Securitization Program, are filed as Exhibits 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and are incorporated by reference herein:

•

Purchase and Sale Agreement, dated February 24, 2005, between the Company and Gehl Receivables LLC;

•

Sale and Servicing Agreement, dated February 24, 2005, among Gehl Receivables LLC, Gehl Funding LLC, the Company, JPMorgan Chase Bank, National Association and Systems and Services Technologies, Inc.;

•

Indenture, dated February 24, 2005, among Gehl Funding LLC, UBS Real Estate Securities Inc. and JPMorgan Chase Bank, National Association; and

•

Note Purchase Agreement, dated February 24, 2005, among Gehl Funding LLC, the Company and UBS Real Estate Securities Inc.

In connection with the Company entering into the Securitization Program, on February 24, 2005, the Company entered into the Seventeenth Amendment (the “Seventeenth Amendment) to the Amended and Restated Loan and Security Agreement (the “Credit Facility”) by and among the Company, Gehl Power Products, Inc., Compact Equipment Attachments, Inc., Hedlund-Martin, Inc., Mustang Manufacturing Company, Inc., GE Commercial Distribution Finance Corporation and GE Commercial Distribution Finance Canada Inc. The Seventeenth Amendment amended the Credit Facility to release GE Commercial Distribution Finance Corporation’s and GE Commercial Distribution Finance Canada Inc.‘s liens with respect to the finance contracts sold under the Securitization Program and to remove such contracts from the borrowing base under the Credit Facility. A copy of the Seventeenth Amendment is filed as Exhibit 10.1 and is incorporated by reference herein.

The Company has previously entered into the Sixteenth Amendment (the “Sixteenth Amendment”) to the Credit Facility. Under the terms of the Credit Facility, the Company’s $75 million line of credit is increased to $90 million each year for the time period from March 1 to July 15. The Fifteenth Amendment to the Credit Facility, which the Company entered into in September, 2004, and the Sixteenth Amendment amended the Credit Facility to extend the $90 million line of credit through December 31, 2004 and February 28, 2005, respectively. A copy of the Sixteenth Amendment is filed as Exhibit 10.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Exhibits. The following exhibits are being filed herewith:

(10.1)

Seventeenth Amendment to the Amended and Restated Loan and Security Agreement by and among Gehl Company, Gehl Power Products, Inc., Compact Equipment Attachments, Inc., Hedlund-Martin, Inc., Mustang Manufacturing Company, Inc., GE Commercial Distribution Finance Corporation and GE Commercial Distribution Finance Canada Inc., dated February 24, 2005.

(10.2)

Sixteenth Amendment to the Amended and Restated Loan and Security Agreement by and among Gehl Company, Gehl Power Products, Inc., Compact Equipment Attachments, Inc., Hedlund-Martin, Inc., Mustang Manufacturing Company, Inc., GE Commercial Distribution Finance Corporation and GE Commercial Distribution Finance Canada Inc., dated December 31, 2004.

(10.3)

Purchase and Sale Agreement, dated February 24, 2005, between Gehl Company and Gehl Receivables LLC.

(10.4)

Sale and Servicing Agreement, dated February 24, 2005, among Gehl Receivables LLC, Gehl Funding LLC, Gehl Company, JPMorgan Chase Bank, National Association and Systems and Services Technologies, Inc.

(10.5)

Indenture, dated February 24, 2005, among Gehl Funding LLC, UBS Real Estate Securities Inc. and JPMorgan Chase Bank, National Association.

(10.6)

Note Purchase Agreement, dated February 24, 2005, among Gehl Funding LLC, Gehl Company and UBS Real Estate Securities Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEHL COMPANY
Date: March 2, 2005	By: /s/ Thomas M. Rettler
	Thomas M. Rettler
	Vice President and Chief Financial Officer

GEHL COMPANY

Exhibit Index to Current Report on Form 8-K
Dated February 24, 2005

Exhibit
Number

(10.1)

(10.2)

Sixteenth Amendment to the Amended and Restated Loan and Security Agreement by and among Gehl Company, Gehl Power Products, Inc., Compact Equipment Attachments, Inc., Hedlund-Martin, Inc. and Mustang Manufacturing Company, Inc. and GE Commercial Distribution Finance Corporation and GE Commercial Distribution Finance Canada Inc., dated December 31, 2004.

(10.3)*

Purchase and Sale Agreement, dated February 24, 2005, between Gehl Company and Gehl Receivables LLC.

(10.4)*

(10.5)

Indenture, dated February 24, 2005, among Gehl Funding LLC, UBS Real Estate Securities Inc. and JPMorgan Chase Bank, National Association.

(10.6)*

Note Purchase Agreement, dated February 24, 2005, among Gehl Funding LLC, Gehl Company and UBS Real Estate Securities Inc.

*	The schedules and exhibits to this document are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such schedule or exhibit to the Securities and Exchange Commission upon request.

EX-10.1 2 cmw1255e.htm SEVENTEENTH AMENDMENT

SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT

This SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 24, 2005, by and among GEHL COMPANY, a Wisconsin corporation, GEHL POWER PRODUCTS, INC., a South Dakota corporation, COMPACT EQUIPMENT ATTACHMENTS INC., a Wisconsin corporation, HEDLUND-MARTIN, INC., a Pennsylvania corporation (“Hedlund”), and MUSTANG MANUFACTURING COMPANY, INC., a Minnesota corporation (herein, separately and collectively, “Borrower” or “Gehl Company”) and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION (successor in interest to Deutsche Financial Services Corporation) and GE COMMERCIAL DISTRIBUTION FINANCE CANADA (successor in interest to Deutsche Financial Services Canada Corporation) (herein, separately and collectively, “Lender”).

RECITALS

A. Borrower and Lender (or their respective predecessors in interest) are parties to that Amended and Restated Loan and Security Agreement dated as of October 1, 1994 (as it has been and may be further amended, restated, extended, renewed, replaced, or otherwise modified from time to time, the “Loan Agreement”).

B. Borrower and Lender desire to amend the Loan Agreement and clarify certain agreements and understanding among them on the terms and conditions set forth herein.

AMENDMENT

Therefore, in consideration of the mutual agreements herein and other sufficient consideration, the receipt of which is hereby acknowledged, Borrower and Lender hereby amend the Loan Agreement and agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein have the meanings given them in the Loan Agreement. All references to the “Agreement” in the Loan Agreement, any of the Other Agreements or in this Amendment shall be deemed to be references to the Loan Agreement as it is amended hereby and as it may be further amended, restated, extended, renewed, replaced, or otherwise modified from time to time.

2. References to “Gehl Company”. Each Reference in the Loan Agreement and the Other Agreements to “Gehl Company” shall be deemed to be, and is collectively a reference to, each of Gehl Company, a Wisconsin corporation, Gehl Power Products, Inc., a South Dakota corporation, Compact Equipment Attachments Inc., a Wisconsin corporation, Hedlund-Martin, Inc., a Pennsylvania corporation, and Mustang Manufacturing Company, Inc., a Minnesota corporation, as if each such entity were stated separately.

3. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above if this Amendment has been duly executed by all parties hereto.

4. Consent to formation of Special Purpose Entities. Borrower has advised Lender that from time to time it intends to sell or contribute, for reasonably equivalent value, the Released Assets (as defined herein) on a nonrecourse basis with respect to credit lossesto a special purpose entity, Gehl Receivables LLC, a Delaware limited liability company, owned by Gehl Company (the “SPE”). The SPE will in turn, sell or contribute, for reasonably equivalent value, such Released Assets, on a nonrecourse basis with respect to credit losses, to a second special purpose entity, Gehl Funding LLC, a Delaware limited liability company, owned by Gehl Company (“SPE2”), which will issue notes secured by, among other things, a lien on such Released Assets. Notwithstanding the terms of Sections 6.1 and 6.2 of the Loan Agreement, the Lender hereby consents to the creation of the SPE and SPE2 and the sale or contribution of the Released Assets for reasonably equivalent value as described above. Lender agrees that at no time has it had a lien or security interest in the equity interests in SPE or SPE2 and releases any lien or security interest that it may have in the equity interests of SPE and SPE2. The consents contained in this Section are specific in intent and are valid only for the specific purpose for which given. Nothing contained herein obligates Lender to agree to any additional waivers or consents of any provisions of any of the Other Agreements.

5. Release of Collateral. With respect to the Loan Agreement, Lender hereby releases its lien and security interest in all Released Assets. This release is only with regards to the Loan Agreement. Nothing contained herein shall affect in any respect Lender’s ownership of, or lien and security interest on, any Released Assets purchased by Lender.

6. Amendments to Loan Agreement.

6.1. Preamble. The preamble of the Loan Agreement is amended by inserting after the word “subsidiaries” the following:

“, excluding only those special purpose subsidiaries referenced in the Seventeenth Amendment to this Agreement, the formation of which Lender has consented to”.

6.2. “Accounts”. Section 1.1(a) of the Loan Agreement is amended by inserting “but excluding the Released Assets” at the end of such section immediately preceding the period.

6.3. “Released Assets”. A new Section 1.1(x) is hereby added to the Loan Agreement as follows:

“1.1(x). Released Assets. “Released Assets” means, all of Gehl Company’s and the other Borrower’s, installment sale contracts or installment promissory notes arising from (i) Gehl Company’s and the other Borrower’s sale or financing (including a refinancing of a previous financing by Gehl Company or another Borrower) of Inventory to Dealers under installment sale contracts or installment promissory notes which are owned by Gehl Company or another Borrower; (ii) a Dealer’s sale or financing of Finished Goods to retail customers under installment sale contracts or installment promissory notes which such installment sales contracts or installment promissory notes were purchased by and are owned by Gehl Company or another Borrower; (iii) Gehl Company’s and the other Borrower’s sale or financing (including a refinancing of a previous financing by Gehl Company or another Borrower) of Inventory to retail customers under installment sale contracts or installment promissory notes which are owned by Gehl Company or another Borrower; and (iv) installment sale contracts or installment promissory notes repurchased by Gehl Company and the other Borrowers from third party creditors to whom Gehl Company previously sold or otherwise transferred such installment sale contracts or installment promissory notes (items (i) through and including (iv) collectively, the “Base Released Assets”) together with: (A) any Inventory that was sold or financed (including a refinancing of a previous financing by Gehl Company or another Borrower) pursuant to the Base Released Assets, (B) all rights of recourse against any Dealer only to the extent related to the Base Released Assets, (C) all rights of recourse against any third party to whom Gehl Company or any other Borrower previously sold or otherwise transferred installment sale contracts or installment promissory notes and such installment sale contracts or installment promissory notes were repurchased by Gehl Company or any other Borrower only to the extent related to the Base Released Assets, (D) all refunds for the cost of extended service contracts only to the extent related to Base Released Assets, (E) all proceeds, including insurance proceeds, only to the extent relating to the Base Released Assets, and including any such proceeds deposited into any lockbox or bank account to which GECDF has access pursuant to a written agreement between GECDF and the depository bank, and (F) all books and records of Gehl Company and the other Borrowers only to the extent relating to the Base Released Assets.

The Released Assets do not include and the Released Assets do not release GECDF’s Lien and security interest in, and GECDF expressly retains GECDF’s Lien and security interest in, (x) any Inventory manufactured, sold or distributed by any person or entity (other than Gehl or another Borrower), whether obtained by Gehl or any of the other Borrowers by repossession or purchase or otherwise, if such Lien and security interest thereon was granted to GECDF by any person or entity (other than Gehl or another Borrower) or such Lien and security interest was purchased by GECDF from any person or entity (other than Gehl or another Borrower), (y) any Collateral other than the Released Assets, and (z) any asset or property of any type or nature owned by any person or entity (other than Gehl or another Borrower).”

6.4. Schedules.

Section 4.1 of the Loan Agreement is hereby deleted and replaced with the following:

“4.1 Borrowing Base and Schedules. To facilitate Gehl Company’s borrowings and the maintenance of GECDF’s records, and to ensure that Gehl Company has not been advanced funds in excess of the advance rates and available credit contained in this Agreement, Gehl Company will, periodically, but in any case not less often than monthly, within 15 days following the end of each fiscal month or as otherwise agreed to by GECDF and Gehl Company, deliver to GECDF a borrowing base certificate (a “Borrowing Base Certificate”) together with a schedule of Inventory (“Inventory Schedule”), a schedule of Retail Accounts (“Retail Accounts Schedule”) and such other information as may be requested from time to time by GECDF with respect to the Collateral (the “Other Information”), provided, however, (i) if there is a Default, Gehl Company shall provide a Borrowing Base Certificate, an Inventory Schedule, a Retail Accounts Schedule and the Other Information more often if so requested by GECDF in its sole and absolute discretion, and (ii) if Gehl Company sells or otherwise transfers more than $4,000,000 of Released Assets in any ten day period, then prior to the effectiveness of any sale or transfer that would cause such amount to exceed $4,000,000, Gehl Company shall provide a Borrowing Base Certificate, an Inventory Schedule, a Retail Accounts Schedule and the Other Information (with the Inventory Schedule, a Retail Accounts Schedule and the Other Information being prepared pro forma after giving effect to any such sale or transfer). The Borrowing Base Certificate shall summarize the available credit by type of eligible Collateral and the advance rates for each item of eligible Collateral, the Inventory Schedule shall specify Gehl Company’s cost of Inventory, and such other matters and information relating to Inventory as GECDF may from time to time request, and such Retail Accounts Schedule shall describe all Retail Accounts and Ineligible Accounts, in such manner as GECDF may from time to time request, created or acquired by Gehl Company since the last Retail Accounts Schedule furnished GECDF (which are readily traceable to Gehl Company’s subordinate accounts receivable journal or general ledger accounts). However, failure to provide any such Schedules or a Borrowing Base Certificate in a timely manner will not impair GECDF’s rights and security interest with respect to all of the Inventory or Retail Accounts. Each delivery of a Borrowing Base Certificate, an Inventory Schedule, a Retail Accounts Schedule and the Other Information shall contain a certification from an officer of Gehl Company that such information is true, correct and complete and that no Default has occurred and is continuing.”

6.5. Grant of Security Interest — Released Assets. The first sentence of Section 5.1 of the Loan Agreement is hereby amended by inserting at the end of such sentence immediately preceding the period

", but excluding in all cases the Released Assets"

The second sentence of Section 5.1 of the Loan Agreement is hereby deleted and replaced with the following:

“All of the above assets, but excluding in all cases the Released Assets, are hereinafter collectively referred to as Collateral.”

6.6. Negative Covenants — Released Assets. Section 6.2(b) of the Loan Agreement is deleted and replaced with the following:

“(b) other than in the ordinary course of its business (and sales of the Released Assets are deemed to be ordinary course and are hereby permitted), sell, lease or otherwise dispose of or transfer any of its assets or make any distributions of Gehl Company’s or any other Borrower’s property or assets which might in any way adversely affect the ability of Gehl Company or any other Borrower to repay the Obligations;"

6.7. Negative Covenants — No Sale of Released Assets. The “and” between Section 6.2(i) and 6.2(j) is deleted, and new Sections 6.2(k) and 6.2(l) are hereby added to Loan Agreement as follows:

“(k) if a Stated Default is existing, sell or transfer any Released Assets, or if a Stated Default would be reasonably likely to occur from the sale or transfer of any Released Assets, sell or transfer any Released Assets. As used in clause (k), “Stated Default” means: any Default by Gehl Company arising (i) under Section 7.1(c) through and including 7.1(q), (ii) due to a breach of Section 6.2, (iii) due to a breach of Section 6.3, (iv) due to a breach of Section 4.1, (v) if the outstanding principal balance of the loans exceed the advance rates set forth herein, or (v) due to the occurrence of a Material Adverse Effect. As used in the definition of Stated Default, “Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the assets, business, properties, business prospects, condition (financial or otherwise) or results of operations of Gehl Company taken as a whole, (b) a material impairment of the ability of Gehl Company to perform any of the Obligations under this Agreement or any of the Other Agreements, or (c) a material adverse effect on (i) any substantial or material portion of the Collateral, (ii) the legality, validity, binding effect or enforceability against Gehl Company of this Agreement or any of the Other Agreements, (iii) the perfection or priority of any Lien granted to GECDF under this Agreement or any of the Other Agreements, or (iv) the rights or remedies of the GECDF under this Agreement or any of the Other Agreements, and

(l) (A) if a Default is existing, purchase, repurchase or otherwise acquire any Released Assets with proceeds of any loan or advance from GECDF, (B) if a Default would be reasonably likely to occur from the purchase, repurchase or other acquisition of any Released Assets, purchase, repurchase or otherwise acquire any Released Assets with proceeds of any loan or advance from GECDF, or (C) purchase, repurchase or otherwise acquire any Released Assets with proceeds of any loan or advance from GECDF if such purchase, repurchase or acquisition would reasonably be likely to cause or give rise to a Material Adverse Effect.”

6.8. Eligible Retail Accounts Definition. The following definition is hereby inserted in Section 1.1 of the Loan Agreement in proper alphabetical order:

“Eligible Retail Accounts”: means Gehl Company’s Retail Accounts which are not more than 90 days delinquent, extended more than once or extended for more than 90 days, or in a non-accrual status or otherwise pledged or sold.

6.9. Retail Chattel Paper. The definition of “Retail Chattel Paper” in Section 1.1 of the Loan Agreement is hereby deleted in its entirety.

6.10. Available Credit — Eligible Retail Accounts. Section 4.2.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: “Eligible Retail Accounts: 75% up to $10,000,000".

6.11. Available Credit — Eligible Repurchased Chattel Paper. Section 4.2.5 of the Loan Agreement is hereby deleted in its entirety.

6.12. “Repurchased Chattel Paper”, “Eligible Repurchased Chattel Paper”, and “Retail Chattel Paper” Definitions. All references in the Loan Agreement to “Repurchased Chattel Paper” and “Eligible Repurchased Chattel Paper” are hereby deleted. All references in the Loan Agreement to “Retail Chattel Paper” are hereby replaced with references to “Retail Accounts”.

7. Effect of Amendment. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement or any of the Other Agreements, nor constitute a waiver of any provision of the Loan Agreement, any of the Other Agreements or any existing Default, nor, except and only to the extent as set forth in Section 5 to this Amendment, act as a release or subordination of the security interests of Lender. Each reference in the Loan Agreement to “the Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall be read as referring to the Loan Agreement as amended by this Amendment.

8. Representations and Warranties. Each Borrower hereby represents and warrants to Lender as of the date hereof that: (i) this Amendment has been duly authorized by such Borrower’s Board of Directors pursuant to authority duly granted by such Borrower’s Board of Directors; (ii) no consents are necessary from any third parties for such Borrower’s execution, delivery or performance of this Amendment which have not been obtained; (iii) this Amendment constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws related to creditors rights generally or by the application of equity principles; (iv) all of the representations and warranties contained in the Loan Agreement are true and correct in all material respects with the same force and effect as if made on and as of the date of this Amendment, except that with respect to the representations and warranties made regarding financial data in the Loan Agreement, such representations and warranties are hereby made with respect to the most recent financial statements and the other financial data (in the form required by the Loan Agreement) delivered by Borrower to Lender; and (v) there exists no Default under the Loan Agreement.

9. Reaffirmation. Borrower hereby acknowledges and confirms that: (i) the Other Agreements remain in full force and effect; (ii) the Loan Agreement is in full force and effect; (iii) Borrower has no defenses to its obligations under the Loan Agreement and the Other Agreements; (iv) except and only to the extent as set forth in Section 5 to this Amendment, the security interest of Lender securing all of the Obligations under the Loan Agreement and the Other Agreements continue in full force and effect and have the same priority as before this Amendment; and (v) Borrower has no claim against Lender arising from or in connection with the Loan Agreement or the Other Agreements. Any and all such claims against Lender are forever discharged, released and waived by Borrower.

10. Customer Identification — USA Patriot Act Notice. GECDF hereby notifies the Borrowers that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (as amended from time to time (including any successor statute) and together with all rules promulgated thereunder, collectively, the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow GECDF and each Lender to identify the Borrowers in accordance with the Act.

11. Governing Law. This Amendment has been executed and delivered in St. Louis and shall be governed by and construed under the laws of the State of Missouri without giving effect to choice or conflicts of law principles thereunder.

12. Section Titles. The section titles of this Amendment are for convenience of reference only and shall not be construed so as to modify any provisions of this Amendment.

13. Counterparts; Facsimile Transmissions. This Amendment may be executed in one or more counterparts and on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this Amendment may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

14. Incorporation By Reference. Borrower and Lender hereby agree that all of the terms of the Loan Agreement and the Other Agreements are incorporated in and made a part of this Amendment by this reference.

15. Statutory Notice—Oral Commitments Not Enforceable. The following notice is given pursuant to Section 432.045 of the Missouri Revised Statutes; nothing contained in such notice will be deemed to limit or modify the terms of the Loan Agreement and the Other Agreements or this Amendment:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER OF THIS AMENDMENT.

16. Statutory Notice-Insurance. The following notice is given pursuant to Section 427.120 of the Missouri Revised Statutes; nothing contained in such notice shall be deemed to limit or modify the terms of the Other Agreements:

UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

{signature pages follow}

IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.

GEHL COMPANY

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President & CFO

GEHL POWER PRODUCTS, INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President & Treasurer

COMPACT EQUIPMENT ATTACHMENTS INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President & Treasurer

HEDLUND-MARTIN, INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President & Treasurer

MUSTANG MANUFACTURING COMPANY, INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President & Treasurer

{signatures continue on next page}

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

By: /s/ J. Kineknon
Name: J. Kineknon
Title: Vice President

GE COMMERCIAL DISTRIBUTION FINANCE CANADA

By: /s/ Charley Morrison
Name: Charley Morrison
Title: National Director, Risk Management

{end of signatures}

EX-10.2 3 cmw1255a.htm SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGMT.

SIXTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT

This SIXTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 31, 2004, by and among GEHL COMPANY, a Wisconsin corporation, GEHL POWER PRODUCTS, INC., a South Dakota corporation, COMPACT EQUIPMENT ATTACHMENTS INC., a Wisconsin corporation, HEDLUND-MARTIN, INC., a Pennsylvania corporation (“Hedlund”), and MUSTANG MANUFACTURING COMPANY, INC., a Minnesota corporation (herein, separately and collectively, “Borrower” or “Gehl Company”) and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION (successor in interest to Deutsche Financial Services Corporation) and GE COMMERCIAL DISTRIBUTION FINANCE CANADA INC. (successor in interest to Deutsche Financial Services Canada Corporation) (herein, separately and collectively, “Lender”).

RECITALS

B. Borrower and Lender desire to amend the Loan Agreement and clarify certain agreements and understanding among them on the terms and conditions set forth herein.

AMENDMENT

2. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above if this Amendment has been duly executed by all parties hereto.

3. Amendments to Loan Agreement.

3.1. Maximum Line of Credit. The lead-in to Section 2.1, Section 2.1(a) and Section 2.1(b) are each hereby deleted in their entirety and are restated as follows:

“2.1. Credit Facility. In consideration of Gehl Company’s performance of its obligations and subject to Sections 3 and 4 of this Agreement, and subject to the other terms and provisions of this Agreement, GECDF grants to Gehl Company until the Maturity Date, an aggregate credit facility in the maximum amount of $75,000,000, provided, however from and including the period March 1 through and including July 15 of each calendar year during the term of this Agreement, the amount referenced in this sentence shall be $90,000,000, and provided further, however, for the period March 1, 2004 through and including February 28, 2005, the amount referenced in this sentence shall be $90,000,000 (the “Credit Facility”), which shall be available in the form as follows:

(a) Maximum Line of Credit. In consideration of Gehl Company’s performance of its Obligations and subject to Sections 3 and 4 hereof and the other terms and provisions of this Agreement, GECDF grants to Gehl Company, until the Maturity Date, a line of credit of $75,000,000 which shall include the outstanding loans and advances under the Canadian Line, provided, however from and including the period March 1 through and including July 15 of each calendar year during the term of this Agreement, the amount referenced in this sentence shall be $90,000,000, and provided further, however, for the period March 1, 2004 through and including February 28, 2005, the amount referenced in this sentence shall be $90,000,000 (the “U.S. Line”). The U.S. Line shall be subject to the limitations contained in this Agreement. GECDF shall make available to Gehl Company a sub-limit from the U.S. Line of a fluctuating amount of Canadian Dollars which, from day-to-day, shall equal, based on the daily noon spot exchange rate of the Royal Bank of Canada, or any successor thereto (the “Exchange Rate”) $5,500,000 (the “Canadian Line”) for the period commencing on the execution of this Agreement until the Maturity Date which shall be subject to the limitations in Section 3.2 with respect Eligible Accounts payable in Canadian Dollars and Net Accounts payable in Canadian Dollars. The U.S. Line of Credit, with the sub-limit of the Canadian Line, are collectively called the “Maximum Line of Credit”; loans under the U.S. Line are called “U.S. Loans;” and loans under the Canadian Line are called “Canadian Loans.” U.S. Loans shall be repayable only in United States Dollars; and Canadian Loans shall be repayable only in Canadian Dollars. Gehl Company agrees that for purposes of determining loan availability and over-advance positions, all outstanding Canadian Loans shall be valued daily at the then-current Exchange Rate (by way of example only: if on January 1, Gehl Company borrowed $CN7,500,000 which at the time was equivalent to $5,500,000, and on January 3, the Exchange Rate changed such that $CN7,500,000 was then valued at $6,000,000, Gehl Company will be deemed over-advanced by $500,000). Any over-advance will be immediately repayable by Gehl Company upon demand by GECDF. In determining credit available at any given time for U.S. Loans pursuant to the provisions of Section 3.2 or 4.2 or Canadian Loans pursuant to the provisions of Section 3.2, Canadian Loans may be made only with respect to Eligible Accounts arising from sales payable in Canadian Dollars; and U.S. Loans may be made only with respect to Eligible Accounts, including, but not limited to, Eligible Retail Chattel Paper arising from sales payable in United States Dollars and Eligible Inventory. Gehl Company agrees that all reports, agings, records and other information provided by it pursuant to this Agreement, including, without limitation, those provided pursuant to Section 3.1, shall be in form and detail reasonably satisfactory to GECDF and separately identify Gehl Company’s Accounts payable in Canadian Dollars from those Accounts payable in United States Dollars. All references in this Agreement to “Dollars” or “$” means United States Dollars; all references in this Agreement to “$CN” or “Canadian Dollars” means Dollars of Canada.

(b) Supplement Line of Credit. GECDF shall make available to Gehl Company a Supplemental Line of Credit as a sublimit of the U.S. Line in an amount not to exceed $25,000,000 of the U.S. Line, which such Supplemental Line of Credit is also subject to the limitations contained in Section 4.2.”

4. Effect of Amendment. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement or any of the Other Agreements, nor constitute a waiver of any provision of the Loan Agreement, any of the Other Agreements or any existing Default, nor act as a release or subordination of the security interests of Lender. Each reference in the Loan Agreement to “the Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall be read as referring to the Loan Agreement as amended by this Amendment.

5. Representations and Warranties. Each Borrower hereby represents and warrants to Lender as of the date hereof that: (i) this Amendment has been duly authorized by such Borrower’s Board of Directors pursuant to authority duly granted by such Borrower’s Board of Directors; (ii) no consents are necessary from any third parties for such Borrower’s execution, delivery or performance of this Amendment which have not been obtained; (iii) this Amendment constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws related to creditors rights generally or by the application of equity principles; (iv) all of the representations and warranties contained in the Loan Agreement are true and correct in all material respects with the same force and effect as if made on and as of the date of this Amendment, except that with respect to the representations and warranties made regarding financial data in the Loan Agreement, such representations and warranties are hereby made with respect to the most recent financial statements and the other financial data (in the form required by the Loan Agreement) delivered by Borrower to Lender; and (v) there exists no Default under the Loan Agreement.

6. Reaffirmation. Borrower hereby acknowledges and confirms that: (i) the Other Agreements remain in full force and effect; (ii) the Loan Agreement is in full force and effect; (iii) Borrower has no defenses to its obligations under the Loan Agreement and the Other Agreements; (iv) the security interest of Lender securing all of the Obligations under the Loan Agreement and the Other Agreements continue in full force and effect and have the same priority as before this Amendment; and (v) Borrower has no claim against Lender arising from or in connection with the Loan Agreement or the Other Agreements. Any and all such claims against Lender are forever discharged, released and waived by Borrower.

7. Customer Identification — USA Patriot Act Notice. GECDF hereby notifies the Borrowers that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (as amended from time to time (including any successor statute) and together with all rules promulgated thereunder, collectively, the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow GECDF and each Lender to identify the Borrowers in accordance with the Act.

8. Governing Law. This Amendment has been executed and delivered in St. Louis and shall be governed by and construed under the laws of the State of Missouri without giving effect to choice or conflicts of law principles thereunder.

9. Section Titles. The section titles of this Amendment are for convenience of reference only and shall not be construed so as to modify any provisions of this Amendment.

10. Counterparts; Facsimile Transmissions. This Amendment may be executed in one or more counterparts and on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this Amendment may be given by facsimile or other electronic transmission, and such signatures shall be fully binding on the party sending the same.

11. Incorporation By Reference. Borrower and Lender hereby agree that all of the terms of the Loan Agreement and the Other Agreements are incorporated in and made a part of this Amendment by this reference.

12. Statutory Notice—Oral Commitments Not Enforceable. The following notice is given pursuant to Section 432.045 of the Missouri Revised Statutes; nothing contained in such notice will be deemed to limit or modify the terms of the Loan Agreement and the Other Agreements or this Amendment:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER OF THIS AMENDMENT.

13. Statutory Notice-Insurance. The following notice is given pursuant to Section 427.120 of the Missouri Revised Statutes; nothing contained in such notice shall be deemed to limit or modify the terms of the Other Agreements:

{signature pages follow}

IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.

GEHL COMPANY

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President and Chief Financial Officer

GEHL POWER PRODUCTS, INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President and Treasurer

COMPACT EQUIPMENT ATTACHMENTS INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President and Treasurer

HEDLUND-MARTIN, INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President and Treasurer

MUSTANG MANUFACTURING COMPANY, INC.

By: /s/ Thomas M. Rettler
Name: Thomas M. Rettler
Title: Vice President and Treasurer

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

By: /s/ J. Kineknon
Name: J. Kineknon
Title: Vice President

GE COMMERCIAL DISTRIBUTION FINANCE CANADA INC.

By: /s/ Charley Morrison
Name: Charley Morrison
Title: Risk Leader

EX-10.3 4 cmw1255b.htm PURCHASE AND SALE AGREEMENT

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

between

GEHL COMPANY,

as Originator

and

GEHL RECEIVABLES LLC,

as Buyer

Dated as of
February 24, 2005

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS		1
1.1	Definitions	1
1.2	Other Definitional Provisions	1
ARTICLE II
CONVEYANCE OF RECEIVABLES		2
2.1	Conveyance of Receivables	2
2.2	Intention of the Parties	3
2.3	The Closing	3
2.4	Servicing	4
ARTICLE III
REPRESENTATIONS AND WARRANTIES		4
3.1	Representations and Warranties	4
3.2	Receivables Characteristics	4
3.3	Repurchase Upon Breach	9
3.4	Custody of Receivable Files	10
ARTICLE IV
CONDITIONS		11
4.1	Conditions to Obligation of Buyer	11
ARTICLE V
REPRESENTATIONS AND COVENANTS OF ORIGINATOR		12
5.1	Protection of Right, Title and Interest	12
5.2	Other Liens or Interests	13
5.3	Costs and Expenses	13
5.4	Indemnification	13
5.5	Cross Collateralized Contracts	15
5.6	Ineligible Receivables	15
5.7	Representations and Warranties of Originator	16
ARTICLE VI
MISCELLANEOUS		19
6.1	Obligations of Originator	19
6.2	Buyer Assignment of Repurchased Receivables	19
6.3	Assignment	19
6.4	Amendment	19
6.5	Nonpetition Covenant	19
6.6	Waivers	20
6.7	Notices	20
6.8	Costs and Expenses	20
6.9	Headings and Cross-References	20
6.10	Governing Law	20



6.11	Counterparts	20
6.12	Severability	21
6.13	Intention of Parties Regarding Delaware Securitization Act	21
6.14	Merger and Integration	21
6.15	Survival of Representations and Warranties	21
6.16	Termination	21

Exhibit A Form of Sale Assignment

PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of February 24, 2005 between GEHL COMPANY, a Wisconsin corporation (“Originator”), and GEHL RECEIVABLES LLC, a Delaware limited liability company (“Buyer”).

WHEREAS, in the regular course of its business, Originator purchases from equipment dealers and its subsidiaries and directly originates equipment installment sale contracts; and

WHEREAS, Originator and Buyer wish to set forth the terms pursuant to which Buyer will acquire from time to time Receivables and other Assets (as defined herein); and

WHEREAS, Originator and Buyer wish to set forth herein certain representations, warranties, covenants and indemnities of Originator with respect to the Receivables and related Assets for the benefit of Buyer, the Issuer, the Trustee and the Noteholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. Capitalized terms used in this Agreement and not otherwise defined in this Agreement, shall have the meanings set forth in Annex A to the Sale and Servicing Agreement dated as of the date hereof among Originator, as originator and as servicer (the “Servicer”), Buyer, as seller thereunder, Gehl Funding LLC, as issuer (the “Issuer”), JPMorgan Chase Bank, National Association, as trustee (the “Trustee”), and Systems and Services Technologies, Inc., as backup servicer (the “Backup Servicer”) and as custodian (the “Custodian”) (as the same may be amended or supplemented from time to time, the “Sale and Servicing Agreement”).

1.2 Other Definitional Provisions.

(a) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b) Accounting terms used but not defined or partly defined in this Agreement, in any instrument governed hereby or in any certificate or other document made or delivered pursuant hereto, to the extent not defined, shall have the respective meanings given to them under GAAP or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

(c) The words “hereof,” “herein,” “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.

(d) Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement.

(e) Unless otherwise specified, the term “including” shall mean “including without limitation.”

(f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(g) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as the same may from time to time be amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments and instruments associated therewith; all references to a Person include its permitted successors and assigns.

ARTICLE II
CONVEYANCE OF RECEIVABLES

2.1 Conveyance of Receivables.

(a) In consideration of Buyer’s payment of the Acquisition Price in the manner set out in Section 2.1(b), Originator does hereby sell, transfer, assign, set over and otherwise convey to Buyer, without recourse (subject to the obligations herein), all of the right, title, interest of Originator whether now existing or hereafter arising in, to and under:

(i) the Receivables listed in the Schedule of Receivables from time to time;

(ii) all monies received under the Receivables on and after the related Cutoff Date, including without limitation all Net Liquidation Proceeds received with respect to the Receivables;

(iii) the security interests in the Financed Equipment granted by Obligors and Originator pursuant to the related Contracts and any other interest of Originator in such Financed Equipment;

(iv) any proceeds from claims on any Receivables Insurance Policies or certificates relating to the Financed Equipment or the Obligors thereunder;

(v) all proceeds from Dealer Recourse with respect to the Receivables;

(vi) refunds for the costs of, and other amounts received in connection with, extended warranty contracts with respect to Financed Equipment securing the Receivables;

(vii) the Receivable File related to each Receivable and all other documents that Originator or the Servicer may keep on file in accordance with their customary procedures for originating or servicing the Receivables for Obligors of the Financed Equipment;

(viii) all amounts and property from time to time held in or credited to the Lockbox Account with respect to the Receivables (it being understood that title to the Lockbox Account is not conveyed hereunder);

(ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of Buyer pursuant to a liquidation of such Receivable; and

(x) all present and future claims, 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, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (the foregoing clauses (i) — (x) being collectively referred to as the “Assets”).

(b) As consideration for the conveyance of Receivables and related Assets to be transferred on any Funding Date pursuant to this Agreement, Buyer shall pay or cause to be paid to Originator on such Funding Date an amount equal to the Aggregate Principal Balance of the Related Receivables as of the related Cutoff Date, plus any premium or minus any discount agreed upon by Originator and Buyer (the “Acquisition Price”). To the extent that the cash portion of the Acquisition Price for the Assets is less than the fair market value thereof, the difference shall be deemed a capital contribution by Originator to Buyer.

2.2 Intention of the Parties. It is the intention of the parties hereto that each transfer and assignment of the Related Receivables and other Assets contemplated by this Agreement and each Sale Assignment (as defined below) executed in connection herewith shall constitute a sale of the Related Receivables and other Assets from Originator to Buyer, conveying good title thereto, free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and other Assets shall not be part of Originator’s estate in the event of the filing of a bankruptcy petition by or against Originator under any bankruptcy law. In the event that, notwithstanding the intent of the parties, the transfer and assignment contemplated hereby or by any Sale Assignment is held not to be a sale, the parties intend (i) that Originator shall have granted to Buyer, and Originator hereby grants to Buyer, a first priority, perfected security interest in all of its right, title and interest in and to the Related Receivables and other Assets and (ii) that this Agreement and any related Sale Assignment shall constitute a security agreement under applicable law.

2.3 The Closing. The sale and purchase of the initial Assets on the Closing Date shall take place simultaneously with the closings under: (a) the Sale and Servicing Agreement, (b) the Note Purchase Agreement and (c) the Indenture.

2.4 Servicing. At Buyer’s request, Originator will continue to service the Receivables in accordance with and subject to the terms of the Sale and Servicing Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. Originator makes the representations and warranties set forth in Section 3.2 below to Buyer (for the benefit of the Trustee and the Noteholders) as of the Closing Date as to the Receivables and with respect to each transfer hereunder, as of the related Funding Date; provided that such representations and warranties relate to the Receivables conveyed on any Funding Date and are made solely with respect to the Receivables transferred on such Funding Date, such representations and warranties are made as of the related Funding Date, and shall in each case survive the sale, transfer and assignment of the Receivables to Buyer, the sale and transfer of the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, and the pledge of the Receivables by the Issuer to the Trustee for the benefit of the Noteholders pursuant to the Indenture; providedfurther that Originator acknowledges that Buyer will rely upon the accuracy of the following representations and warranties in transferring the Assets to the Issuer and the initial Noteholder will rely upon the accuracy of such representations and warranties in purchasing the Note and making Advances to the Issuer; provided further however that with respect to representations and warranties made to Originator’s knowledge, the term “knowledge” shall be deemed to include the knowledge of any Executive Officer of Originator.

3.2 Receivables Characteristics.

(i) Eligible Receivables. As of the related Funding Date, each Related Receivable is an Eligible Receivable.

(ii) Schedule of Receivables. The information with respect to the Related Receivables set forth in Schedule A to the related Sale Assignment is true and correct in all material respects as of the close of business on the related Cutoff Date, and no selection procedures adverse to the Noteholders have been utilized in selecting the Related Receivables to be sold hereunder from all Eligible Receivables owned by Originator.

(iii) Compliance with Law. Each Related Receivable, the sale of the Financed Equipment and the sale of any physical damage insurance, and any extended warranty or service contracts complied at the time the Related Receivable was originated or made and at the execution of the applicable Sale Assignment complies in all respects with all material requirements of applicable Federal, State, and local laws, rules and regulations.

(iv) Security Interest in Financed Equipment. Immediately prior to the sale, assignment and transfer thereof to Buyer, each Related Receivable and the other Assets was secured by a validly perfected first priority security interest in the Financed Equipment in favor of Originator as secured party or all necessary and appropriate action has been taken to perfect a first priority security interest in the Financed Equipment in favor of Originator as secured party, which security interest is assignable and upon the consummation of the transactions described herein, will be validly assigned to Buyer, and such assigned security interest will be prior to all other liens upon and security interests in such Financed Equipment which now exist or may hereafter arise or be created (except, as to priority, for any tax liens, mechanics’ liens or Liens which attach by operation of law).

(v) Receivables in Force. No Related Receivable has been satisfied, subordinated or rescinded, nor has any related Financed Equipment been released from the lien granted with respect to the Related Receivable in whole or in part.

(vi) No Waiver. Except as permitted under the Sale and Servicing Agreement and clause (vii) below, no provision of a Related Receivable has been waived, altered or modified in any respect since its origination.

(vii) No Amendments. Except as permitted under the Sale and Servicing Agreement, no Related Receivable has been amended, modified, waived or refinanced except pursuant to instruments included in the Receivable File and no such amendment or modification has caused such Related Receivable to fail to satisfy all of the representations and warranties of Originator set forth herein with respect thereto or to fail to meet all of the conditions as set forth herein.

(viii) No Defenses. No right of rescission, setoff, counterclaim and, to Originator’s knowledge, no defense exists or has been asserted or threatened with respect to any Related Receivable. The operation of the terms of any Related Receivable or the exercise of any right thereunder will not render such Related Receivable unenforceable in whole or in part.

(ix) No Liens. As of the related Cutoff Date, (a) there are no liens or claims existing or which have been filed for work, labor, storage or materials relating to Financed Equipment under any of the Related Receivables that are liens prior or equal to, the security interest in the Financed Equipment granted by the Related Receivable and (b) there is no lien filed against any Financed Equipment under a Related Receivable for delinquent taxes.

(x) No Default; Repossession. Except for payment delinquencies continuing for a period of not more than 60 days as of the related Cutoff Date, no default, breach, violation or event permitting acceleration under the terms of any Related Receivable has occurred; and to Originator’s knowledge, no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Related Receivable has arisen; and neither the Servicer nor Originator has waived any of the foregoing (except in a manner consistent with the Sale and Servicing Agreement) and no Financed Equipment financed under a Related Receivable shall have been repossessed.

(xi) Insurance; Other. (A) With respect to each Receivable, the related Obligor is required to have obtained an insurance policy covering the Financed Equipment as of the date such Related Receivable was initially financed. All such policies are required to insure against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage. Originator and its successors and assigns are named the loss payee or as additional insureds on each such insurance policy. Each such insurance policy is in an amount at least equal to the remaining Principal Balance of the Related Receivable and each Related Receivable requires the Obligor to obtain and maintain such insurance naming Originator and its successors and assigns as loss payee or an additional insured and (B) as to each Related Receivable that finances the cost of an extended service contract, the respective Financed Equipment which secures the Related Receivable is covered by an extended service contract. As of the related Cutoff Date, no Financed Equipment is or had previously been insured under a policy of forced-placed insurance.

(xii) Title. It is the intention of Originator that each transfer and assignment herein contemplated constitutes a sale of the Related Receivables and the related other Assets from Originator to Buyer and that the beneficial interest in and title to such Related Receivables and related other Assets not be part of Originator’s estate in the event of the filing of a bankruptcy petition by or against Originator under any bankruptcy law. No Related Receivable or related other Assets have been sold, transferred, assigned, or pledged by Originator to any Person other than Buyer and by Buyer to any Person other than the Issuer. Immediately prior to each transfer and assignment herein contemplated, Originator had good and marketable title to each Related Receivable and related other Assets and was the sole owner thereof, free and clear of all liens, claims, encumbrances, security interests, and rights of others, and, immediately upon the transfer thereof to Buyer and the concurrent pledge to the Trustee under the Indenture, the Trustee for the benefit of the Noteholders shall have a valid and enforceable security interest in the Collateral, free and clear of all liens, encumbrances, security interests, and rights of others, and such transfer has been perfected under the UCC. No Dealer has the right to repurchase any Receivable or has a participation in, or other right to receive, proceeds of any Receivable.

(xiii) Lawful Assignment. No Related Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, and assignment of such Related Receivable under this Agreement shall be unlawful, void, or voidable. Originator has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of any portion of the Related Receivables.

(xiv) All Filings Made. All filings (including, without limitation, UCC filings or other actions) necessary in any jurisdiction to give Buyer a first priority perfected ownership interest in the Receivables and the other Assets, including, without limitation, the proceeds of the Receivables (to the extent that Buyer can obtain such first priority perfected security interest pursuant to one or more UCC filings).

(xv) Receivable File; One Original. Originator has delivered or caused to be delivered to the Custodian, at the location specified in the Sale and Servicing Agreement, a complete Receivable File with respect to each Related Receivable, and the Custodian has delivered to Buyer and the Noteholders a copy of the Custodial Receipt therefor. There is only one original executed copy of all instruments, notes and/or chattel paper related to the origination of each Receivable.

(xvi) Chattel Paper. Each Related Receivable constitutes “tangible chattel paper” under the UCC.

(xvii) Filings. If the Related Receivable was originated in a State in which the filing of a financing statement under the UCC is required to perfect a security interest in the Financed Equipment, such filings or recordings have been duly made and show Originator named as the original secured party under the Related Receivable and the Trustee has the same rights as such secured party has or would have (if such secured party were still the owner of the Receivable) against all parties claiming an interest in such Financed Equipment.

(xviii) Valid and Binding Obligation of Obligor. Each Related Receivable is the legal, valid and binding obligation in writing of the Obligor thereunder and is enforceable in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, and all parties to such contract had full legal capacity to execute and deliver all documents related thereto and to grant the security interest purported to be granted thereby. Each Related Receivable is not subject to any right of set-off by the Obligor.

(xix) Characteristics of Obligors. As of the date of each Obligor’s application for the loan from which the Related Receivable arises, no Obligor (a) was the subject of any federal, state or other bankruptcy, insolvency or similar proceeding pending on the date of application, (b) had not been the subject of more than one federal, state or other bankruptcy, insolvency or similar proceeding within the ten (10) years immediately preceding the origination of the Related Receivable or (c) was domiciled outside the United States.

(xx) Casualty. To Originator’s knowledge, no Financed Equipment which is part of any Related Receivable has been the subject of a Casualty.

(xxi) No Agreement to Lend. The Obligor with respect to each Related Receivable does not have any option under the Receivable to borrow from any person any funds secured by the Financed Equipment.

(xxii) Obligation to Dealers or Others. Buyer and its assignees will assume no obligation to Dealers, the Gehl Equipment Sellers or other originators or holders of the Related Receivables (including, but not limited to Dealer Reserve Amounts) as a result of its purchase of the Related Receivables.

(xxiii) No Impairment. Neither Originator nor Buyer has done anything to convey any right to any Person that would result in such Person having a right to payments due under any Related Receivables or otherwise to impair the rights of Buyer, the Issuer, the Trustee or the Noteholders in any Related Receivable or the proceeds thereof.

(xxiv) Receivables Not Assumable. No Related Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to Originator with respect to such Related Receivable.

(xxv) Servicing. The servicing of each Related Receivable and the collection practices relating thereto have been lawful and in accordance with the standards set forth in the Sale and Servicing Agreement; and other than the Servicer and the Backup Servicer pursuant to the Basic Documents, no other person has the right to service the Receivables; provided, however, that the Servicer may from time to time use Subservicers to assist it in certain collection efforts in accordance with the Sale and Servicing Agreement.

(xxvi) Creation of Security Interest. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables and the other Assets in favor of Buyer, which security interest in the Receivables is prior to all other Liens and is enforceable as such as against creditors of and purchasers from Originator.

(xxvii) Perfection of Security Interest. Originator has caused (or will have caused within ten (10) days of the sale of the Financed Equipment to the Obligor), 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 Receivables and the other Assets (to the extent perfection can be obtained through filing) granted to Buyer hereunder pursuant to Section 2.1 and the related Sale Assignment.

(xxviii) No Other Security Interests. Other than the security interest granted to Buyer pursuant to Section 2.1 and the related Sale Assignment, Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or the other Assets, other than such security interests as were released at or before the conveyance thereof. Originator has not authorized the filing of and is not aware of any financing statements filed against Originator that include a description of collateral covering any portion of the Receivables and the other Assets other than any financing statement relating to the security interest granted to Buyer hereunder or that has been terminated or released as to the Receivables and the other Assets. There are no judgments or tax lien filings against Originator.

(xxix) Notations on Contracts; Financing Statement Disclosure. The Servicer has in its possession copies of all Contracts that constitute or evidence the Receivables. The Contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Buyer and/or the Trustee for the benefit of the Noteholders. All financing statements filed or to be filed against Originator in favor of Buyer in connection herewith describing the 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 secured party.”

(xxx) Records. On or prior to each Funding Date, Originator will have caused its records (including electronic ledgers) relating to each Related Receivable to be conveyed by it on such Funding Date to be clearly and unambiguously marked to reflect that such Related Receivable was conveyed by it to Buyer.

(xxxi) Computer Information. The computer diskette, computer tape or other electronic transmission made available by Originator to Buyer on each Funding Date is, as of the related Cutoff Date, complete and accurate and includes a description of the Receivables described in Schedule A to the related Sale Assignment.

(xxxii) No Titling Requirement. None of the states in which the Receivables are originated require that a certificate or other evidence of title be issued or obtained with respect to any Financed Equipment which is part of any Receivable sold hereunder.

(xxxiii) Cross Collateralization. Each Cross Collateralized Contract which has been sold by Originator to any third party has been sold subject to an enforceable agreement which provides that (i) such purchaser disclaims any right, title or interest in or to any Financed Equipment related to any Receivables sold hereunder, (ii) to the extent such purchaser is deemed to have any interest in any such Financed Equipment, such purchaser shall have agreed to subordinate its interest in such Financed Equipment to the claims or rights of Originator or any other holder or pledgee of such Cross Collateralized Contract with respect to such Financed Equipment and (iii) any agreement governing a subsequent sale of such Cross Collateralized Contract by such purchaser shall contain a provision requiring all subsequent purchasers to provide a written disclaimer acknowledgement and a subordination agreement substantially similar to those set forth in subclauses (i) and (ii) hereof.

(xxxiv) Contracts. Receivables were originated using Contracts and other documents which at the time of execution complied in all material respects with all applicable provisions of state law.

3.3 Repurchase Upon Breach.(a) Originator or Buyer, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach of Originator’s representations and warranties made pursuant to Section 3.2 (without regard to any limitations therein as to Originator’s knowledge), including without limitation, any failure of any Receivable to constitute an “Eligible Receivable” at the time of purchase hereunder, and upon receipt by Originator of notice of such breach, Originator (for the benefit of Buyer, the Issuer, the Trustee and the Noteholders) shall repurchase any Receivable if (A) the value of such Receivable is materially and adversely affected by the breach or (B) Buyer’s or the Noteholders’ interest in such Receivable was materially and adversely affected by the breach, in each case as determined by Buyer or the Majority Noteholder in its reasonable discretion (such Receivables, “PSA Defective Receivables”), providedhowever, that Buyer shall not be required to demonstrate satisfaction of the conditions set forth in subclauses (A) or (B) above in making its determination that any Receivable was not an Eligible Receivable at the time of purchase hereunder. The obligation of Originator to repurchase the Receivables under this Section 3.3 shall not be dependent on the actual knowledge of Originator of any breached representation or warranty. The repurchase shall occur as of the last day of the Accrual Period immediately following receipt by Originator of notice of such breach (or at the Noteholders’ option, the last day of the first Accrual Period following such discovery). In consideration of the repurchase of any Receivable, Originator shall remit the Purchase Amount to the Collection Account on behalf of Buyer in immediately available funds, within five (5) Business Days of Originator’s receipt of notice from Buyer of the Noteholders’ determination that such Receivable is a PSA Defective Receivable. The sole remedy of Buyer with respect to a breach of representations and warranties pursuant to Section 3.1 shall be to enforce Originator’s obligation to purchase such PSA Defective Receivables; provided, however, that Originator shall indemnify Buyer (and its assignees) against all PSA Losses, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach, including without limitation, any PSA Losses related to any breach of subclause (b) or (c) of the definition of Eligible Receivables.

(b) If the Insolvency Event related to a 341 Hearing has not been discharged by the bankruptcy court or other similar court presiding over such Insolvency Event within 90 days of the conveyance of the Related Receivable by Originator to Buyer pursuant to Section 2.1(a), Originator shall repurchase such Receivable as of the last day of such next Accrual Period for an amount equal to the Purchase Amount.

3.4 Custody of Receivable Files.

(a) In connection with each sale, transfer and assignment of Receivables and related other Assets to Buyer pursuant to this Agreement and each Sale Assignment, each transfer thereof by Buyer to the Issuer pursuant to the Sale and Servicing Agreement, and each pledge thereof by the Issuer to the Trustee pursuant to the Indenture, the Custodian shall act as custodian of the following documents or instruments in its possession which shall be delivered to the Custodian on or before the Closing Date or the related Funding Date in accordance with Section 3.4(b) (with respect to each Receivable):

(i) The fully executed original of the Contract evidencing the Receivable (together with any agreements modifying or assigning the Receivable, including without limitation any extension agreements); and

(ii) The original note or chattel paper (or other evidence of a security interest and a promise of payment) in the name of the Obligor with any required notations evidencing Originator’s security interest in the related Receivables and all related documents that Originator shall keep on file in accordance with its customary procedures and which evidence the Obligor’s payment agreement as well as a security interest in the Financed Equipment (including each UCC filing required under Section 3.2(xvii)) or, if not yet received, a copy of such note, chattel paper or other documents.

(b) In connection with any Funding Date, Originator shall cause to be delivered to the Custodian the Receivable Files for the Related Receivables to be purchased not less than four Business Days prior to the related Funding Date to be held by the Custodian in accordance with the terms of the Sale and Servicing Agreement. At the time and to the extent Buyer is required to repurchase a Receivable pursuant to Section 3.5 of the Sale and Servicing Agreement, Originator shall be required to repurchase such Receivable from Buyer for the Purchase Amount whereupon the Custodian shall release to Buyer or its designee the related Receivable File and other Assets. Upon such release, Buyer shall execute and deliver to Originator all reasonable instruments of transfer or assignment, without recourse, as are prepared by Originator and delivered to Buyer and as are necessary or desirable to vest in Originator or its designee title to the Receivable and related Assets.

ARTICLE IV
CONDITIONS

4.1 Conditions to Obligation of Buyer. The obligation of Buyer to purchase any Receivables is subject to the satisfaction of the following conditions on the related Funding Date:

(a) as of each Funding Date, (i) Originator shall not be insolvent and shall not become insolvent as a result of the transfer of the Related Receivables on such Funding Date, (ii) Originator shall not have incurred debts, the amount of which are beyond its ability to pay as such debts mature, (iii) the transfer of the Related Receivables and other Assets shall not have been made with intent to hinder, delay or defraud any Person and (iv) the remaining assets of Originator shall not constitute unreasonably small capital to carry out its business as then conducted;

(b) the Facility Termination Date shall not have occurred;

(c) Originator shall have delivered to Buyer an Officer’s Certificate, which certifies that each of the representations and warranties made by Originator pursuant to Section 3.1 and in the other Basic Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of such Funding Date with the same force and effect as if made on such date (or, if any such representation or warranty is expressly stated to be made as of a specific date, as of such specific date) and Originator shall have performed all obligations to be performed by it hereunder and in any Sale Assignment on or prior to such Funding Date, and has satisfied each condition precedent set forth in this Section 4.1(a) as of such Funding Date;

(d) Originator shall have, at its own expense, on or prior to the Funding Date, indicated in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to Buyer pursuant to this Agreement or a Sale Assignment, as applicable;

(e) Originator shall have taken any action required to maintain the first priority perfected ownership interest of Buyer in the Related Receivables and the other Assets;

(f) no selection procedures adverse to the interests of Buyer or the Noteholders shall have been utilized in selecting the Related Receivables to be sold on such Funding Date;

(g) Originator shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (g) that such perfection may be achieved by making the appropriate UCC or similar filings), or taken any other steps necessary to maintain, (i) the first priority perfected ownership interest of Buyer with respect to the Related Receivables and other Assets to be transferred on such Funding Date;

(h) Originator shall have executed and delivered a Sale Assignment in the form of Exhibit A (a “Sale Assignment”);

(i) Originator shall deliver such other documents as Buyer may reasonably request;

(j) the transactions contemplated by the Sale and Servicing Agreement to be consummated on such Funding Date shall be consummated on such date substantially contemporaneously herewith; and

(k) each of the conditions precedent to the making of an Advance set forth in the Indenture and the Note Purchase Agreement shall have been satisfied.

ARTICLE V
REPRESENTATIONS AND COVENANTS OF ORIGINATOR

Originator represents, warrants and agrees with Buyer (and its assignees, including the Trustee and the Noteholders) as follows on which Buyer is deemed to have relied in acquiring the Receivables (and upon which the Trustee and the Noteholders shall be deemed to have relied in entering into the Basic Documents and consummating the transactions contemplated thereby); provided, however, that to the extent that any provision of this Article conflicts with any provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement shall govern. The representations speak as of the execution and delivery of this Agreement, as of the Closing Date and as of each Funding Date, and shall survive the sale of the Receivables to Buyer, the transfer thereof by Buyer to the Issuer pursuant to the Sale and Servicing Agreement and the pledge thereof by the Issuer to the Trustee under the Indenture.

5.1 Protection of Right, Title and Interest.

(a) Filings. Originator shall authorize and cause all financing statements and continuation statements and any other necessary documents covering the right, title and interest of Buyer in and to the Receivables and the other property included in the Assets to be promptly filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of Buyer hereunder to the Receivables and the other property sold hereunder. Originator shall deliver (or cause to be delivered) to Buyer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above as soon as available following such recordation, registration or filing. Buyer shall cooperate fully with Originator in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this paragraph.

(b) Name Change. Originator’s legal name is as set forth in the first paragraph of this Agreement and its organizational identification number is 1G01013. Originator shall not change its name, identity, jurisdiction of organization, form of organization 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 seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given Buyer, the Noteholders and the Trustee at least thirty (30) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, Originator shall deliver an Opinion of Counsel to Buyer, the Trustee and the Noteholders, in a form and substance reasonably satisfactory to the Noteholders, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of Buyer and the Trustee in the Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

(c) Location Change. Originator’s principal place of business and chief executive office is 143 Water Street, West Bend, Wisconsin 53095. Originator shall have an obligation to give Buyer, the Noteholders and the Trustee at least 30 days’ prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 and shall promptly file any such amendment or new financing statement. Originator shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables, and its chief executive office and jurisdiction of organization, within the United States of America.

5.2 Other Liens or Interests. Except for the conveyances under this Agreement, the Sale and Servicing Agreement, the Indenture and the other Basic Documents, Originator: (a) shall not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables and the other Assets, and (b) shall defend the right, title and interest of Buyer in, to and under the Receivables against all claims of third parties claiming through or under Originator.

5.3 Costs and Expenses. Originator agrees to pay all reasonable costs and disbursements in connection with the perfection, as against all third parties, of Buyer’s right, title and interest in, to and under the Receivables.

5.4 Indemnification.

(a) Subject to the limitation of remedies set forth in Section 3.2 hereof with respect to a breach of any representations and warranties contained in Section 3.1 hereof, Originator shall indemnify Buyer, the Issuer, the Backup Servicer, the Trustee, the Note Purchaser, the Noteholders and their respective officers, directors, agents and employees for any costs (including reasonable fees and expenses of counsel), expenses, losses, damages, claims, judgments, settlements and other liabilities (collectively “PSA Losses”), arising out of or resulting from the transactions contemplated by the Basic Documents or the breach by Originator or any Gehl Party of any provision of any Basic Document, including without limitation, the representations, warranties and covenants made by the Gehl Parties in the Basic Documents.

(b) Originator shall indemnify, defend and hold harmless the Seller, the Issuer, the Backup Servicer, the Trustee, the Noteholder and their respective officers, directors, agents and employees from and against any and all PSA Losses, arising out of or resulting from (i) the ownership by Buyer, the Issuer, or any of their agents or subcontractors, of any Financed Equipment, (ii) the failure of Buyer, Originator, the Issuer or any Dealer to comply with any federal, state or local law (including any Consumer Law) which governs the origination, servicing or sale of any Financed Equipment or which imposes an obligation to obtain any license or complete any registration or filing or satisfy any other administrative requirement in connection with the origination, ownership, servicing or sale of any Financed Equipment, (iii) any reduction in the proceeds of the Receivables available to the Issuer caused in whole or in part by the commingling of collections on the Receivables by any Gehl Party at any time with other funds, and (iv) an uninsured loss resulting from any Casualty with respect to Financed Equipment to the extent the Servicer did not enforce the Obligor’s duty to obtain insurance coverage for such Financed Equipment in accordance with the terms of the Contract.

(c) Originator shall indemnify, defend and hold harmless Buyer, the Issuer, the Backup Servicer, the Trustee, the Noteholder and their respective officers, directors, agents and employees 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 and any of the Basic Documents (except any income taxes or franchise taxes with respect to the Noteholder and with respect to the Trustee and the Backup Servicer arising out of fees paid to the Trustee and the Backup Servicer and except any taxes to which the Trustee may otherwise be subject), including without limitation any sales, gross receipts, general corporation, limited liability company, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to federal or other income taxes or franchise taxes arising out of distributions on the Note or otherwise) and costs and expenses arising out of or incurred in defending against the same.

(d) Originator shall indemnify, defend and hold harmless Buyer, the Issuer, the Backup Servicer, the Trustee, the Noteholder and their respective officers, directors, agents and employees from and against any PSA Losses incurred by reason of (i) Originator or the Servicer’s willful malfeasance, bad faith or negligence in the performance of their duties under any Basic Document, or by reason of reckless disregard of their obligations and duties under any Basic Document and/or (ii) any violation of Federal or state securities laws by the Issuer in connection with the offering and sale of the Note to the extent such violation arises from any information provided by Originator or the Servicer to the Issuer for use in marketing the Notes.

Indemnification under this Section shall survive the termination of this Agreement, the Sale and Servicing Agreement or the Indenture, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If Originator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to Originator, without interest. Any party seeking indemnification under this Section 5.4 (a “PSA Indemnified Party”) shall promptly notify Originator in writing of the assertion of any claim or the discovery of any fact upon which the party seeking indemnification intends to base a claim for indemnification hereunder. With respect to any claim made by a third party against which a PSA Indemnified Party is seeking indemnification hereunder, Originator shall have the right, at its own expense, to participate in or assume the defense thereof from the party seeking indemnification, so long as Originator acknowledges its indemnification obligation to the applicable PSA Indemnified Party and such party shall fully cooperate with Originator subject to reimbursement for actual out-of-pocket expenses incurred as a result of such request by Originator; provided, however, that Originator may not, without the prior written consent of the Majority Noteholder and the Buyer, effect any settlement of any pending or threatened proceeding in respect of which a Noteholder or Buyer is or could have been a party or in respect of which indemnity could have been sought by either the Majority Noteholder or Buyer hereunder. If Originator does not elect to assume control or otherwise participate in the defense of any third-party claim after receipt of notice thereof from the PSA Indemnified Party, Originator, in the absence of gross negligence or willful misconduct on the part of the PSA Indemnified Party, shall be bound by the results obtained by the PSA Indemnified Party with respect to such claim.

Notwithstanding any provision of this Section 5.4 or any other provision of this Agreement, nothing herein shall be construed as to require Originator to provide any indemnification hereunder or under any other Basic Document for any PSA Losses incurred in connection with credit losses with respect to the Receivables or the Financed Equipment.

5.5 Cross Collateralized Contracts. With respect to any Cross Collateralized Contracts, Originator hereby disclaims any right, title or interest in or to any Financed Equipment related to Receivables sold hereunder, and, to the extent Originator is deemed to have any interest in any such Financed Equipment based on the operation of such provisions, Originator hereby subordinates any interest it may have in such Financed Equipment to the claims or rights of Buyer, the Issuer and the Trustee on behalf of the Noteholders with respect to such Financed Equipment. In addition, Originator agrees not to sell any Contract owned by Originator which is part of a series of Contracts executed by the same obligor which contain one or more “cross-collateralization” or similar provisions as described above, without first securing the written agreement (in form and substance satisfactory to the Note Purchaser) of the party to whom such Contract is to be sold which shall provide that: (i) such purchaser shall disclaim any right, title or interest in or to any Financed Equipment related to any Receivables sold hereunder, (ii) to the extent such purchaser is deemed to have any interest in any such Financed Equipment, such purchaser shall have agreed to subordinate its interest in such Financed Equipment to the claims or rights of Buyer, the Issuer and the Trustee on behalf of the Noteholder with respect to such Financed Equipment and (iii) such purchaser shall further covenant that any agreement governing a subsequent sale of such Contract shall contain a provision requiring all subsequent purchasers to provide a written disclaimer acknowledgement and a subordination agreement substantially similar to those set forth in subclauses (i) and (ii) of this paragraph.

5.6 Ineligible Receivables. Originator may at any time upon request of Buyer repurchase Ineligible Receivables and Receivables in excess of the Aggregate Concentration Adjustment Amount from Buyer at a price equal to the discounted value of the remaining payments on such Receivables using the Portfolio Discount Rate (the “PSA Repurchase Price”) provided that no Borrowing Base Deficiency shall exist after giving effect to any such repurchase. Upon receipt of the PSA Repurchase Price in respect of any Receivable to be repurchased hereunder and written instructions from the Servicer, Buyer shall release (or cause to be released) to Originator the related Receivable File and other related Assets and shall execute and deliver all instruments of transfer or assignment, without recourse, as are prepared by Originator and delivered to Buyer and necessary or desirable to vest in Originator title to such Receivables and related Assets.

5.7 Representations and Warranties of Originator.

(a) Organization and Good Standing. Originator has been duly organized and is validly existing as a corporation solely under the laws of the State of Wisconsin.

(b) Due Qualification. Originator is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership of property or the conduct of its business (including the sale of the Receivables as required by this Agreement) shall require such qualification or where the failure to be so qualified could reasonably be expected to have a material adverse effect on Buyer (including its assignees and pledgees) or the Receivables.

(c) Power and Authority. Originator has the power (corporate and other) and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its terms and their terms, respectively; Originator has full power and authority to acquire, own, sell and assign the Receivables and the other Assets to be sold and assigned to and deposited with Buyer by it and has duly authorized such sale and assignment to Buyer by all necessary corporate action; and Originator has the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted; and the execution, delivery and performance of this Agreement and the Basic Documents to which Originator is a party have been duly authorized by Originator by all necessary corporate action.

(d) Valid Sale; Binding Obligations. This Agreement effects a valid sale, transfer and assignment of the Receivables and the other Assets to Buyer, enforceable against Originator and creditors of and purchasers from Originator; and this Agreement and the Basic Documents to which Originator is a party, when duly executed and delivered by each party hereto and thereto, shall constitute legal, valid and binding obligations of Originator enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, 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 the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents does not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the articles of incorporation or bylaws of Originator, or any indenture mortgage, deed of trust or other material agreement or instrument to which Originator is a party or by which it is bound or any of its properties are subject, 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 the Basic Documents, or violate any law, order, rule or regulation applicable to Originator of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Originator or any of its properties.

(f) No Proceedings. There are no suits, actions, proceedings or investigations pending or, to Originator’s knowledge, threatened against Originator, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Originator or its properties (A) asserting the invalidity of this Agreement, the Note or any of the Basic Documents, (B) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect (x) the performance by Originator of its obligations under, or the validity or enforceability of, the Receivables or the Assets, this Agreement, the Note or any of the other Basic Documents or (y) any action to be taken by Originator in connection with the obligations of Originator under any of the Basic Documents, or (D) relating to Originator and which might reasonably be expected to adversely affect the federal or state income, excise, franchise or similar tax attributes of the Note.

(g) No Consents. No consent, approval, authorization or order of or declaration or filing with any governmental authority (other than routine filings with the Securities and Exchange Commission) is required to be made or obtained by Originator in connection with the consummation of the transactions contemplated by this Agreement and the Basic Documents, except such as have been duly made or obtained.

(h) Financial Condition. Originator has a positive net worth and is able to and does pay its liabilities as they mature. Originator is not in default under any obligation to pay money to any Person except for matters being disputed in good faith which do not involve an obligation of Originator on a promissory note. Originator will not use the proceeds from the transactions contemplated by the Basic Documents to give any preference to any creditor or class of creditors, and this transaction will not leave Originator with remaining assets which are unreasonably small compared to its ongoing operations.

(i) Solvency; Fraudulent Conveyance. Both before and after giving effect thereto, Originator is solvent and will not be rendered insolvent as the result of entering into any transaction contemplated by this Agreement or any of the Basic Documents to which it is a party and, after giving effect to the transactions contemplated hereby and thereby will not be left with an unreasonably small amount of capital with which to engage in its business. Originator does not intend to incur, nor does it believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Originator or any of its assets. The amount of consideration being received by Originator upon the sale of the Receivables to Buyer constitutes reasonably equivalent value and fair consideration for such Receivables. Originator is not transferring any Receivables with any intent to hinder, delay or defraud any of its creditors.

(j) Certificate, Statements and Reports. The officer’s certificates, statements, reports and other documents prepared by Originator and furnished by Originator pursuant to this Agreement or any other Basic Document to which it is a party, and in connection with the transactions contemplated hereby or thereby, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

(k) Legal Counsel, etc. Originator consulted with its own legal counsel and independent accountants to the extent it deems necessary regarding the tax, accounting and regulatory consequences of the transactions contemplated hereby, Originator is not participating in such transactions in reliance on any representations of any other party, their affiliates or their counsel with respect to tax, accounting and regulatory matters.

(l) No Default. Originator is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in, and is not otherwise in default under (i) any law or statute applicable to it, including, without limitation, any Consumer Law, (ii) any judgment, decree, writ, injunction, order, award or other action of any court or governmental authority or arbitrator or any order, rule or regulation of any federal, state, county, municipal or other governmental or public authority or agency having or asserting jurisdiction over it or any of its properties or (iii) (x) any indebtedness or any instrument or agreement under or pursuant to which any such indebtedness has been, or could be, issued or incurred or (y) any other instrument or agreement to which it is a party or by which it is bound or any of its properties is affected, including, without limitation, the Basic Documents, which with respect to the foregoing either individually or in the aggregate, (A) could reasonably be expected to result in a Material Adverse Change with respect to Originator, or in any impairment of the right or ability of Originator to carry on its business substantially as now conducted or (B) could reasonably be expected to materially and adversely affect Originator’s performance of its obligations hereunder, or the validity or enforceability of this Agreement or the Basic Documents.

(m) No Broker. Originator has not dealt with any broker, investment banker, agent, or other Person who may be entitled to any commission or compensation in connection with the sale of Receivables.

(n) Investment Company. Originator 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, that is required to be registered as such under such Act.

(o) Taxes. Originator has filed when due all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by it, to the extent that such taxes have become due (other than taxes, the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Originator). Any taxes, fees and other governmental charges payable by Originator in connection with consummation of the transactions contemplated by this Agreement and the other Basic Documents to which Originator is a party and the fulfillment of the terms of this Agreement and the other Basic Documents to which Originator is a party have been paid or will be paid when due.

(p) Cross Collateralization. Each Cross Collateralized Contract which has been sold by Originator to any third party has been sold subject to an enforceable agreement which provides that (i) such purchaser disclaims any right, title or interest in or to any Financed Equipment related to any Receivables sold hereunder, (ii) to the extent such purchaser is deemed to have any interest in any such Financed Equipment, such purchaser shall have agreed to subordinate its interest in such Financed Equipment to the claims or rights of Buyer, the Issuer and the Trustee on behalf of the Noteholders with respect to such Financed Equipment and (iii) any agreement governing a subsequent sale of such Cross Collateralized Contract by such purchaser shall contain a provision requiring all subsequent purchasers to provide a written disclaimer acknowledgement and a subordination agreement substantially similar to those set forth in subclauses (i) and (ii) hereof.

ARTICLE VI
MISCELLANEOUS

6.1 Obligations of Originator. The obligations of Originator under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

6.2 Buyer Assignment of Repurchased Receivables. With respect to all Receivables repurchased by Originator pursuant to this Agreement, Buyer shall sell, transfer, assign, set over and otherwise convey to Originator, without recourse, representation or warranty, all of Buyer’s right, title and interest in, to and under such Receivables, and all security and documents relating thereto.

6.3 Assignment. Originator acknowledges and agrees that: (a) Buyer will, pursuant to the Sale and Servicing Agreement, sell the Receivables and the other Assets conveyed hereunder to the Issuer and assign its rights under this Agreement to the Issuer, (b) the Issuer will, pursuant to the Indenture, pledge such Receivables and other Assets and certain other assets to the Trustee, and (c) the representations, warranties and covenants contained in this Agreement and the rights of Buyer under this Agreement are intended to benefit the Issuer, the Trustee and the Noteholders. Originator hereby consents to all such sales and assignments and agrees that enforcement of a right or remedy hereunder by the Trustee shall have the same force and effect as if the right or remedy had been enforced or executed by Buyer.

6.4 Amendment. This Agreement may be amended from time to time, by a written amendment duly executed and delivered by Originator and Buyer (x) with the written consent of the Majority Noteholder and (y) if the Rating Agency Condition has been satisfied.

It shall not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

6.5 Nonpetition Covenant.

(a) Notwithstanding any prior termination of this Agreement, Originator and Buyer shall not, prior to the date which is one year and one day after the termination of this Agreement in accordance with Section 6.16 hereof, acquiesce, petition or otherwise invoke or cause Buyer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against Buyer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to Buyer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of Buyer in connection with any obligations arising under or in connection with any of the Basic Documents including, without limitation, any breach of a representation and warranty or other agreement by Buyer hereunder.

(b) Originator hereby agrees that damages will not be an adequate remedy for breach of this covenant and that this covenant may be specifically enforced by Buyer (or the Trustee on behalf of the Noteholders). This Section 6.5 shall survive the termination of this Agreement.

6.6 Waivers. No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder or under any Sale Assignment, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein and under each Sale Assignment provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

6.7 Notices. All demands, notices and communications under this Agreement shall be delivered in accordance with the Sale and Servicing Agreement.

6.8 Costs and Expenses. Originator will pay all expenses incident to the performance of its obligations under this Agreement and Originator agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer’s right, title and interest in, to and under the Receivables and the enforcement of any obligation of Originator hereunder.

6.9 Headings and Cross-References. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. References in this Agreement to Section names or numbers are to such Sections of this Agreement unless otherwise expressly indicated.

6.10 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 2.1(a) OF THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER SUCH SECTION SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

6.11 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.

6.12 Severability. Any provision of this Agreement that is 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 provision in any other jurisdiction.

6.13 Intention of Parties Regarding Delaware Securitization Act. It is the intention of Originator and Buyer that the transfer and assignment of the property contemplated by Section 2.1(a) of this Agreement shall constitute a sale of property from Originator to Buyer, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to such assets shall not be part of Originator’s estate in the event of the filing of a bankruptcy petition by or against Originator under any bankruptcy or similar law. In addition, for purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that:

(a) any property, assets or rights purported to be transferred, in whole or in part, by Originator to Buyer pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Originator;

(b) none of Originator, its creditors or, in any insolvency proceeding with respect to Originator or Originator’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire (except pursuant to a provision of this Agreement), reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of Originator any property, assets or rights purported to be transferred, in whole or in part, by Originator to Buyer pursuant to this Agreement;

(c) in the event of a bankruptcy, receivership or other insolvency proceeding with respect to Originator or Originator’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of Originator’s property, assets, rights or estate; and

(d) the transaction contemplated by this Agreement shall constitute a “securitization transaction” as such term is used in the Securitization Act.

6.14 Merger and Integration. 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 and the other Basic Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.6.15 Survival of Representations and Warranties. The representations and warranties of the parties hereto and all provisions for remedies and indemnification contained herein shall survive the termination of this Agreement. In addition, all causes of action arising prior to the date of termination shall continue in full force and effect irrespective of the termination of this Agreement.

6.16 Termination. This Agreement shall not terminate until termination of the Sale and Servicing Agreement in accordance with the terms of the Sale and Servicing Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

	GEHL COMPANY, as Originator

	By:	/s/ Thomas M. Rettler
	Name:	Thomas M. Rettler
	Title:	Vice President and Chief Financial Officer

	GEHL RECEIVABLES LLC, as Buyer

	By:	/s/ Thomas M. Rettler
	Name:	Thomas M. Rettler
	Title:	Vice President and Chief Financial Officer

[Signature Page to Purchase and Sale Agreement]

EX-10.4 5 cmw1255c.htm SALE AND SERVICING AGREEMENT

EXECUTION

SALE AND SERVICING

AGREEMENT

among

GEHL RECEIVABLES LLC, as Seller,

GEHL FUNDING LLC, as
Purchaser,

GEHL COMPANY, as

Servicer and Originator,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Trustee,

and

SYSTEMS AND SERVICES TECHNOLOGIES, INC.,
as Backup Servicer and Custodian

Dated as of
February 24, 2005

		Page
ARTICLE I	DEFINITIONS	1
Section 1.1	Definitions	1
Section 1.2	Other Definitional Provisions	1
Section 1.3	Calculations	2
Section 1.4	Material Adverse Effect	2
ARTICLE II	CONVEYANCE OF RECEIVABLES	3
Section 2.1	Conveyance of Receivables	3
Section 2.2	Transfers Intended as Sales	6
Section 2.3	Further Encumbrance of Receivables and Other Conveyed Property	7
ARTICLE III	THE RECEIVABLES	7
Section 3.1	Representations and Warranties of Seller	7
Section 3.2	Receivables Characteristics	7
Section 3.3	Repurchase Upon Breach	13
Section 3.4	Custody of Receivable Files	14
Section 3.5	Acceptance of Receivable Files by Custodian	14
Section 3.6	Access to Receivable Files	15
Section 3.7	Custodian to Obtain Fidelity Insurance	16
Section 3.8	Custodian to Maintain Secure Facilities	16
ARTICLE IV	ADMINISTRATION AND SERVICING OF RECEIVABLES	16
Section 4.1	Duties of the Servicer	16
Section 4.2	Collection of Receivable Payments; Modifications of Receivables;
	Lockbox Agreements	17
Section 4.3	Realization Upon Receivables	19
Section 4.4	Insurance	20
Section 4.5	Maintenance of Security Interests in Financed Equipment	20
Section 4.6	Additional Covenants of Servicer	21
Section 4.7	Purchase of Receivables Upon Breach of Covenant	22
Section 4.8	Servicing Fee and Expenses	22
Section 4.9	Servicer's Certificate	23
Section 4.10	Annual Statement as to Compliance, Notice of Servicer Termination
	Event	23
Section 4.11	Independent Accountants' Reports	23
Section 4.12	Backup Servicer's Accountants' Reports	24
Section 4.13	Access to Certain Documentation and Information Regarding
	Receivables	24
Section 4.14	Backup Servicer's Duties	25
Section 4.15	Retention and Termination of Servicer	28
Section 4.16	Fidelity Bond	28
Section 4.17	Lien Searches; Opinions as to Transfers and Security Interests	28

TABLE OF CONTENTS
(continued)

		Page

ARTICLE V	ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO THE
	NOTEHOLDER	29
Section 5.1	Establishment of Pledged Accounts	29
Section 5.2	Certain Reimbursements to the Servicer	31
Section 5.3	Application of Collections	32
Section 5.4	Reserve Account	32
Section 5.5	Additional Deposits	33
Section 5.6	Distributions	33
Section 5.7	Note Distribution Account	36
Section 5.8	Statements to the Noteholder	37
Section 5.9	Ineligible Receivables	39
Section 5.10	Confidentiality	39
ARTICLE VI	THE PURCHASER	40
Section 6.1	Representations of Purchaser	40
ARTICLE VII	THE SELLER	42
Section 7.1	Representations of Seller	42
Section 7.2	Additional Covenants of the Seller and Originator	46
Section 7.3	Separate Existence of the Seller	47
Section 7.4	Amendment of Seller's Organizational Documents	47
Section 7.5	Other Agreements	47
Section 7.6	Change of Control	47
Section 7.7	Liability of Originator; Indemnities	47
Section 7.8	Merger or Consolidation of, or Assumption of the Obligations of, Seller	49
Section 7.9	Limitation on Liability of Seller and Others	50
ARTICLE VIII	THE SERVICER	50
Section 8.1	Representations of Servicer	50
Section 8.2	Liability of Servicer; Indemnities	53
Section 8.3	Merger or Consolidation of, or Assumption of the Obligations of the
	Servicer or Backup Servicer	55
Section 8.4	Appointment of Subservicers	56
Section 8.5	Servicer and Backup Servicer Not to Resign	56
Section 8.6	Reporting Requirements	57
ARTICLE IX	DEFAULT	57
Section 9.1	Servicer Termination Events	57
Section 9.2	Consequences of a Servicer Termination Event	59
Section 9.3	Appointment of Successor	60
Section 9.4	Notification to the Noteholder	61
Section 9.5	Waiver of Past Defaults	61
Section 9.6	Action Upon Certain Failures of the Servicer	62

		Page

ARTICLE X	MISCELLANEOUS PROVISIONS	62
Section 10.1	Amendment	62
Section 10.2	Protection of Title to Property	63
Section 10.3	Notices	64
Section 10.4	Assignment	65
Section 10.5	Limitations on Rights of Others	65
Section 10.6	Severability	65
Section 10.7	Separate Counterparts	65
Section 10.8	Headings	65
Section 10.9	Governing Law	65
Section 10.10	Assignment to Trustee	65
Section 10.11	Nonpetition Covenants	66
Section 10.12	Limitation of Liability of Trustee	66
Section 10.13	Independence of the Servicer	66
Section 10.14	No Joint Venture	66
Section 10.15	Intention of Parties Regarding Delaware Securitization Act	66
Section 10.16	Special Supplemental Agreement	67
Section 10.17	Limited Recourse	67
Section 10.18	Acknowledgement of Roles	68
Section 10.19	Termination	68
Section 10.20	Submission to Jurisdiction	68
Section 10.21	Waiver of Trial by Jury	68
Section 10.22	Process Agent	69
Section 10.23	No Set-Off	69
Section 10.24	No Waiver; Cumulative Remedies	69
Section 10.25	Merger and Integration	69
Section 10.26	Survival of Representations and Warranties	69

iii


ANNEXES
Annex A	-	Defined Terms
SCHEDULES
Schedule A	-	Schedule of Receivables
Schedule B	-	Location for Delivery of Receivable Files
Schedule C	-	Agreed Upon Procedures
EXHIBITS
Exhibit A	-	Form of Custodial Receipt
Exhibit B	-	Form of Release Request
Exhibit C	-	Form of Assignment
Exhibit D	-	Form of Addition Notice
Exhibit E	-	Forms of Contracts
Exhibit F	-	Forms of Dealer Agreements
Exhibit G	-	Form of Servicer's Certificate

SALE AND SERVICING AGREEMENT (this “Agreement”) dated as of February 24, 2005, among GEHL FUNDING LLC, a Delaware limited liability company (the “Purchaser”), GEHL RECEIVABLES LLC, a Delaware limited liability company (the “Seller”), GEHL COMPANY, a Wisconsin corporation (as the “Originator” and the “Servicer”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”), and SYSTEMS AND SERVICES TECHNOLOGIES, INC., a Delaware company (the “Backup Servicer” and “Custodian”).

WHEREAS, the Purchaser desires to purchase, from time to time from the Seller, receivables arising in connection with equipment installment sale contracts acquired by the Seller from the Originator pursuant to that certain Purchase and Sale Agreement, dated as of February 24, 2005 between the Originator and the Seller;

WHEREAS, the Purchaser intends to finance such purchases by issuing the Note, secured by the Receivables and the Other Conveyed Property, pursuant to the Indenture (as defined below);

WHEREAS, the Seller is willing to sell such Receivables and the Other Conveyed Property to the Purchaser from time to time; and

WHEREAS, the Servicer is willing to service all such Receivables.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Capitalized terms used in this Agreement and not otherwise defined in this Agreement, shall have the meanings set forth in Annex A attached hereto. In the event of any conflict or inconsistency between any of the terms defined herein and the definitions set forth in Annex A, the definitions set forth in Annex A shall control.

Section 1.2. Other Definitional Provisions.

(d) Section, Schedule, Exhibit and Annex references contained in this Agreement are references to Sections, Schedules, Exhibits and Annexes in or to this Agreement.

(e) Unless otherwise specified, the term “including” shall mean “including without limitation.”

(h) Except as otherwise specified herein, any action hereunder or under the Notes or any other Basic Documents requiring the consent, approval or acceptance of, or any direction by, the Noteholders shall require consent or direction, as applicable, of the Holder(s) of at least a majority of the Outstanding Amount of the Notes (collectively, the “Majority Noteholder”).

Section 1.3. Calculations. Other than as expressly set forth herein or in any of the other Basic Documents, all calculations of the amount of the Servicing Fee, Backup Servicing Fee and the Trustee Fee shall be made on the basis of a 360-day year consisting of twelve 30-day months. All calculations of the Unused Facility Fee and the Noteholder’s Monthly Interest Distributable Amount shall be made on the basis of the actual number of days in the Accrual Period and 360 days in the calendar year. All references to the Principal Balance of a Receivable as of the last day of an Accrual Period shall refer to the close of business on such day.

Section 1.4. Material Adverse Effect. Whenever a determination is to be made under any of the Basic Documents whether (i) any act or failure to act (including, without limitation, any breach or failure of a representation, warranty or covenant) by the Servicer under any Basic Document has, or could reasonably be expected to have, a material adverse effect (or any similar or analogous determination), such determination shall be made by the Majority Noteholder with reference to whether the act or failure to act results in a “Material Adverse Change”; and (ii) any act or failure to act (including, without limitation, any breach or failure of a representation, warranty or covenant) by any party (other than the Servicer) under any Basic Document has, or could reasonably be expected to have, a material adverse effect (or any similar or analogous determination) with respect to the Receivables, the Other Conveyed Property, the Collateral, or the Note, as applicable, such determination shall be made by the Majority Noteholder in its reasonable discretion.

ARTICLE II

CONVEYANCE OF RECEIVABLES

Section 2.1. Conveyance of Receivables.

(a) The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations set forth herein) all right, title and interest of the Seller, whether now existing or hereafter arising, in, to and under:

(i) the Receivables listed in the Schedule of Receivables from time to time;

(ii) all monies received under the Receivables on and after the related Cutoff Date, including without limitation all Net Liquidation Proceeds received with respect to the Receivables;

(iii) the security interests in the Financed Equipment granted by Obligors and the Originator pursuant to the related Contracts and any other interest of the Seller in such Financed Equipment;

(iv) any proceeds from claims on any Receivables Insurance Policies or certificates relating to the Financed Equipment or the Obligors thereunder;

(v) all proceeds from Dealer Recourse with respect to the Receivables;

(vi) refunds for the costs of, and other amounts received in connection with, extended warranty contracts with respect to Financed Equipment securing the Receivables;

(vii) the Receivable File related to each Receivable and all other documents that the Originator or the Servicer may keep on file in accordance with their customary procedures for originating or servicing the Receivables for Obligors of the Financed Equipment;

(viii) all amounts and property from time to time held in or credited to the Collection Account and the Lockbox Account with respect to the Receivables (it being understood that title to the Lockbox Account is not conveyed hereunder);

(ix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Purchaser pursuant to a liquidation of such Receivable; and

(x) all present and future claims, 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, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of, or are included in the proceeds of, any of the foregoing.

(b) With respect to each Funding Date (including the Closing Date), the Seller shall transfer to the Purchaser the Receivables, the Other Conveyed Property and all other rights related thereto described in paragraph (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. The following shall also be conditions precedent to any Advance on any Funding Date (including the Closing Date) under the terms of the Note Purchase Agreement:

(i) on the Closing Date, the Seller shall have provided to the Purchaser a certificate of the secretary or assistant secretary of Seller, dated as of the Closing Date, attaching certified copies of Seller’s certificate of formation, limited liability company operating agreement and resolutions approving the execution and delivery and performance of this Agreement and the other Basic Documents to which it is a party and the transactions hereunder and thereunder (either specifically or by general resolution) and all documents evidencing other necessary limited liability company or similar action or governmental approvals as may be required in connection with the sale of the Receivables;

(ii) on the Closing Date, the Seller shall have provided to the Purchaser an incumbency certificate of the secretary or assistant secretary or similar officer of the Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Basic Documents;

(iii) on the Closing Date, the Seller shall have provided to the Purchaser a certified copy of a good standing certificate of Seller, dated no earlier than the date which occurs fifteen (15) days prior to the Closing Date;

(iv) the Seller shall have provided the Purchaser, Trustee and the Noteholder with an Addition Notice substantially in the form of Exhibit D hereto (which shall include supplements to the Schedule of Receivables) not later than three (3) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Related Receivables;

(v) the Seller shall have deposited in the Collection Account all collections received after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date;

(vi) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) the Seller shall not have incurred debts for borrowed money (other than as permitted under the Seller’s organizational documents), (C) the transfer of the Related Receivables and Other Conveyed Property shall not have been made with intent to hinder, delay or defraud any Person and (D) after the transfer of the Receivables on such date, the remaining assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted;

(vii) the Facility Termination Date shall not have occurred;

(viii) the Servicer shall have established a Lockbox Account acceptable to the Noteholder;

(ix) the Seller shall have delivered to the Purchaser an Officer’s Certificate, which certifies that each of the representations and warranties made by the Seller pursuant to Section 3.1 and in the other Basic Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of such Funding Date with the same force and effect as if made on such date (or, if any such representation or warranty is expressly stated to be made as of a specific date, as of such specific date) and the Seller shall have performed all obligations to be performed by it hereunder and in any Assignment on or prior to such Funding Date;

(x) the Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or an Assignment, as applicable;

(xi) the Seller shall have taken any action required to maintain (i) the first priority perfected ownership interest of the Purchaser in the Related Receivables and the Other Conveyed Property and (ii) the first priority perfected security interest of the Trustee in the Collateral;

(xii) no selection procedures adverse to the interests of the Noteholder shall have been utilized in selecting the Related Receivables to be sold on such Funding Date;

(xiii) no Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, would constitute a Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing;

(xiv) the Custodian shall have confirmed receipt of the related Receivable File for each Related Receivable to be purchased on such Funding Date and shall have delivered a copy to the Noteholder of a Custodial Receipt with respect to the Receivable File for the Related Receivables to be purchased on such Funding Date;

(xv) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xv) that such perfection may be achieved by making the appropriate UCC or similar filings), or taken any other steps necessary to maintain, (1) the first priority perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Trustee, with respect to (y) the Related Receivables and Other Conveyed Property and (z) the Collateral, respectively to be transferred on such Funding Date;

(xvi) the Seller shall have executed and delivered an Assignment in the form of Exhibit C;

(xvii) each of the conditions precedent to such Advance set forth in the Indenture and the Note Purchase Agreement shall have been satisfied; and

(xviii) the Seller shall have delivered to the Majority Noteholder and the Trustee an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b).

Unless waived by the Noteholder in writing, the Seller covenants that in the event any of the foregoing conditions precedent are not satisfied on the date required as specified above with respect to the Related Receivables to be sold to the Purchaser hereunder, the Seller will immediately repurchase such Related Receivables from the Purchaser, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7. The Trustee may rely on the accuracy of the Officer’s Certificate delivered pursuant to item (xviii) above without independent inquiry or verification.

(c) Payment of Purchase Price. In consideration for the sale of the Related Receivables and Other Conveyed Property described in Section 2.1(a) or the related Assignment, the Purchaser shall, on each Funding Date on which Related Receivables are sold hereunder, pay to, or upon the order of, the Seller, the applicable Purchase Price for the Related Receivables in cash in an amount equal to the amount of the Advance received by the Purchaser under the Note on such Funding Date. On any Funding Date on which funds are on deposit in the Funding Account (as established by the Purchaser under the Note Purchase Agreement), the Purchaser may direct the Trustee to withdraw therefrom an amount equal to the Purchase Price to be paid to the Seller for Related Receivables and Other Conveyed Property to be conveyed to the Purchaser and pledged to the Trustee on such Funding Date (or a portion thereof) and, subject to the satisfaction of the conditions set forth in Section 2.1(b) after giving effect to such withdrawal, pay such amount to or upon the order of the Seller in consideration for the sale of the Related Receivables and Other Conveyed Property on such Funding Date.

Section 2.2. Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment of Related Receivables and Other Conveyed Property contemplated by this Agreement and each Assignment executed in connection herewith shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser, conveying good title thereto, free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, the parties intend (i) that the Seller shall have granted to the Purchaser, and the Seller hereby grants to the Purchaser, a first priority, perfected security interest in all of its right title and interest in and to the property referred to in Section 2.1 which security interest has been pledged to the Trustee, on behalf of the Noteholder and (ii) that this Agreement and any related Assignment shall constitute a security agreement under applicable law.

Section 2.3. Further Encumbrance of Receivables and Other Conveyed Property.

(a) Immediately upon the conveyance to the Purchaser by the Seller of the Related Receivables and any item of the related Other Conveyed Property pursuant to Section 2.1 and the related Assignment, all right, title and interest of the Seller in and to such Related Receivables and Other Conveyed Property shall terminate, and all such right, title and interest shall vest in the Purchaser.

(b) Immediately upon the vesting of any Related Receivables and the related Other Conveyed Property in the Purchaser, the Purchaser shall have the sole right to pledge or otherwise encumber such Related Receivables and the related Other Conveyed Property. Pursuant to the Indenture, the Purchaser shall grant a security interest in the Collateral to secure the repayment of the Note.

(c) The Trustee shall, at such time as (i) the Facility Termination Date has occurred and it has been notified in writing thereof by the Majority Noteholder, (ii) there is no Note outstanding and all obligations in respect thereof have been paid in full and (iii) all sums due to the Backup Servicer and the Secured Parties pursuant to the Basic Documents have been paid, release any remaining portion of the Receivables and the Other Conveyed Property to the Purchaser to such account as the Purchaser may direct in writing.

ARTICLE III

THE RECEIVABLES

Section 3.1. Representations and Warranties of Seller.

The Seller makes the representations and warranties set forth in Section 3.2 below, to the Purchaser and to the Trustee for the benefit of the Noteholder as of the Closing Date as to the Receivables and with respect to each Advance, as of the Funding Date; provided that such representations and warranties relate to the Receivables conveyed on any Funding Date and are made solely with respect to the Receivables transferred on such Funding Date, such representations and warranties are made as of the related Funding Date, and shall in each case survive the sale, transfer and assignment of the Receivables to the Purchaser and the pledge of the Receivables by the Purchaser to the Trustee for the benefit of the Noteholder pursuant to the Indenture; providedfurther that the Seller acknowledges that the Noteholder will rely upon the accuracy of the following representations and warranties in purchasing the Note and paying the Advance Amounts to the Purchaser; providedfurtherhowever that with respect to representations and warranties made to the Seller’s knowledge, the term “knowledge” shall be deemed to include the knowledge of any Executive Officer of the Originator or the Seller.

Section 3.2. Receivables Characteristics.

(i) Eligible Receivables. As of the related Funding Date, as applicable, each Related Receivable is an Eligible Receivable.

(ii) Schedule of Receivables. The information with respect to the Related Receivables set forth in Schedule A to the related Assignment is true and correct in all material respects as of the close of business on the related Cutoff Date, and no selection procedures adverse to the Noteholder have been utilized in selecting the Related Receivables to be sold hereunder from all Eligible Receivables owned by the Seller.

(iii) Compliance with Law. Each Related Receivable, the sale of the Financed Equipment and the sale of any physical damage insurance, and any extended warranty or service contracts complied at the time the Related Receivable was originated or made and at the execution of the applicable Assignment complies in all respects with all material requirements of applicable Federal, State, and local laws, rules and regulations.

(iv) Security Interest in Financed Equipment. Immediately prior to the sale, assignment and transfer thereof to the Purchaser, each Related Receivable and the Other Conveyed Property was secured by a validly perfected first priority security interest in the Financed Equipment in favor of the Seller as secured party or all necessary and appropriate action had been taken to perfect a first priority security interest in the Financed Equipment in favor of the Seller as secured party, which security interest is assignable and upon the consummation of the transactions described herein, will be validly assigned to the Purchaser, and such assigned security interest will be prior to all other liens upon, and security interests in such Financed Equipment which now exist or may hereafter arise or be created (except, as to priority, for any tax liens, mechanics’ liens or Liens which attach by operation of law).

(vi) No Waiver. Except as permitted under Section 4.2 and clause (vii) below, no provision of a Related Receivable has been waived, altered or modified in any respect since its origination.

(vii) No Amendments. Except as permitted under Section 4.2, no Related Receivable has been amended, modified, waived or refinanced except pursuant to instruments included in the Receivable File and no such amendment or modification has caused such Related Receivable to fail to satisfy all of the representations and warranties of the Seller set forth herein with respect thereto or to fail to meet all of the conditions as set forth herein.

(viii) No Defenses. No right of rescission, setoff, counterclaim and, to the Seller’s knowledge, no defense exists or has been asserted or threatened with respect to any Related Receivable. The operation of the terms of any Related Receivable or the exercise of any right thereunder will not render such Related Receivable unenforceable in whole or in part.

(x) No Default; Repossession. Except for payment delinquencies continuing for a period of not more than 60 days as of the related Cutoff Date, no default, breach, violation or event permitting acceleration under the terms of any Related Receivable has occurred; and to the Seller’s knowledge, no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Related Receivable has arisen; and neither the Servicer nor the Seller has waived any of the foregoing (except in a manner consistent with Section 4.2) and no Financed Equipment financed under a Related Receivable shall have been repossessed.

(xi) Insurance; Other. (A) With respect to each Receivable, the related Obligor is required to have obtained an insurance policy covering the Financed Equipment as of the date such Related Receivable was initially financed. All such policies are required to insure against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage. The Originator and its successors and assigns are named the loss payee or as additional insureds on each such insurance policy. Each such insurance policy is in an amount at least equal to the remaining Principal Balance of the Related Receivable and each Related Receivable requires the Obligor to obtain and maintain such insurance naming the Originator and its successors and assigns as loss payee or an additional insured and (B) as to each Related Receivable that finances the cost of an extended service contract, the respective Financed Equipment which secures the Related Receivable is covered by an extended service contract. As of the related Cutoff Date, no Financed Equipment is or had previously been insured under a policy of forced-placed insurance.

(xii) Title. It is the intention of the Seller that each transfer and assignment herein contemplated constitutes a sale of the Related Receivables and the related Other Conveyed Property from the Seller to the Purchaser and that the beneficial interest in and title to such Related Receivables and related Other Conveyed Property not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Related Receivable or related Other Conveyed Property has been sold, transferred, assigned, or pledged by the Seller to any Person other than the Purchaser and by the Purchaser to any Person other than the Trustee. Immediately prior to each transfer and assignment herein contemplated, the Seller had good and marketable title to each Related Receivable and related Other Conveyed Property and was the sole owner thereof, free and clear of all liens, claims, encumbrances, security interests, and rights of others, and, immediately upon the transfer thereof to the Purchaser and the concurrent pledge to the Trustee under the Indenture, the Trustee for the benefit of the Noteholder shall have a valid and enforceable security interest in the Collateral, free and clear of all liens, encumbrances, security interests, and rights of others, and such transfer has been perfected under the UCC. No Dealer has the right to repurchase any Receivable or has a participation in, or other right to receive, proceeds of any Receivable.

(xiii) Lawful Assignment. No Related Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, and assignment of such Related Receivable under this Agreement or the pledge of the Related Receivables under the Indenture to the Trustee for the benefit of the Noteholder, or any transfers of the Note shall be unlawful, void, or voidable. The Seller has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of any portion of the Related Receivables.

(xiv) All Filings Made. All filings (including, without limitation, UCC filings or other actions) necessary in any jurisdiction to give: (a) the Purchaser a first priority perfected ownership interest in the Receivables and the Other Conveyed Property, including, without limitation, the proceeds of the Receivables (to the extent that the Purchaser can obtain such first priority perfected security interest pursuant to one or more UCC filings) and (b) the Trustee, for the benefit of the Noteholder, a first priority perfected security interest in the Collateral have been made, taken or performed (to the extent that the Purchaser can obtain such first priority perfected security interest pursuant to one or more UCC filings).

(xv) Receivable File; One Original. The Seller has delivered to the Custodian, at the location specified in Schedule B hereto, a complete Receivable File with respect to each Related Receivable, and the Custodian has delivered to the Purchaser and the Noteholder a copy of the Custodial Receipt therefor. There is only one original executed copy of all instruments, notes and/or chattel paper related to the origination of each Receivable.

(xvi) Chattel Paper. Each Related Receivable constitutes “tangible chattel paper” under the UCC.

(xvii) Filings. If the Related Receivable was originated in a State in which the filing of a financing statement under the UCC is required to perfect a security interest in the Financed Equipment, such filings or recordings have been duly made and show the Originator named as the original secured party under the Related Receivable, the sale of the Related Receivable to the Seller and pledge to the Trustee, and in either case, the Trustee has the same rights as such secured party has or would have (if such secured party were still the owner of the Receivable) against all parties claiming an interest in such Financed Equipment.

(xx) Casualty. To the Seller’s knowledge, no Financed Equipment which is part of any Related Receivable has been the subject of a Casualty.

(xxi) No Agreement to Lend. The Obligor with respect to each Related Receivable does not have any option under the Receivable to borrow from any person any funds secured by the Financed Equipment.

(xxii) Obligation to Dealers or Others. The Purchaser and its assignees will assume no obligation to Dealers, the Gehl Equipment Sellers or other originators or holders of the Related Receivables (including, but not limited to Dealer Reserve Amounts) as a result of its purchase of the Related Receivables.

(xxiii) No Impairment. Neither Seller nor the Purchaser has done anything to convey any right to any Person that would result in such Person having a right to payments due under any Related Receivables or otherwise to impair the rights of the Purchaser, the Trustee or the Noteholder in any Related Receivable or the proceeds thereof.

(xxiv) Receivables Not Assumable. No Related Receivable is assumable by another Person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Originator, Purchaser or Seller with respect to such Related Receivable.

(xxv) Servicing. The servicing of each Related Receivable and the collection practices relating thereto have been lawful and in accordance with the standards set forth in this Agreement; and other than the Servicer and the Backup Servicer pursuant to the Basic Documents, no other person has the right to service the Receivables; provided, however, that the Servicer may from time to time use Subservicers to assist it in certain collection efforts in accordance with Section 8.4 hereof.

(xxvi) Creation of Security Interest. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables and the Other Conveyed Property in favor of the Purchaser, which security interest in the Receivables is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Seller or the Originator.

(xxvii) Perfection of Security Interest in Trust Estate. The Seller has caused (or will have caused within ten (10) days of the sale of the Financed Equipment to the Obligor), 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 Receivables and the Other Conveyed Property (to the extent perfection can be obtained through filing) granted to the Purchaser hereunder pursuant to Section 2.1 and the related Assignment.

(xxviii) No Other Security Interests. Other than the security interest granted to the Purchaser pursuant to Section 2.1 and the related Assignment, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or the Other Conveyed Property, other than such security interests as were released at or before the conveyance thereof. The Seller has not authorized the filing of and is not aware of any financing statements filed against the Seller that include a description of collateral covering any portion of the Receivables and the Other Conveyed Property other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released as to the Receivables and the Other Conveyed Property. There are no judgments or tax lien filings against the Seller.

(xxix) Notations on Contracts; Financing Statement Disclosure. The Servicer has in its possession copies of all Contracts that constitute or evidence the Receivables. The Contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Purchaser and/or the Trustee for the benefit of the Noteholder. All financing statements filed or to be filed against the Seller in favor of the Purchaser in connection herewith describing the Trust Estate 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 secured party.”

(xxx) Records. On or prior to each Funding Date, the Seller will have caused its records (including electronic ledgers) relating to each Related Receivable to be conveyed by it on such Funding Date to be clearly and unambiguously marked to reflect that such Related Receivable was conveyed by it to the Purchaser.

(xxxi) Computer Information. The computer diskette, computer tape or other electronic transmission made available by the Seller to the Purchaser on each Funding Date is, as of the related Cutoff Date, complete and accurate and includes a description of the Receivables described in Schedule A to the related Assignment.

(xxxii) No Titling Requirement. None of the states in which the Receivables are originated require that a certificate or other evidence of title be issued or obtained with respect to the sale, transfer or financing of any Financed Equipment which is part of any Receivable sold hereunder.

(xxxiii) Cross Collateralization. Each Cross Collateralized Contract which has been sold by the Originator to any third party has been sold subject to an enforceable agreement which provides that (i) such purchaser disclaims any right, title or interest in or to any Financed Equipment related to any Receivables sold hereunder or under the Purchase and Sale Agreement, (ii) to the extent such purchaser is deemed to have any interest in any such Financed Equipment, such purchaser shall have agreed to subordinate its interest in such Financed Equipment to the claims or rights of the Company or any holder or pledgee of the Company and the Trustee on behalf of the Noteholder with respect to such Financed Equipment and (iii) any agreement governing a subsequent sale of such Cross Collateralized Contract by such purchaser shall contain a provision requiring all subsequent purchasers to provide a disclaimer acknowledgement and a subordination agreement substantially similar to those set forth in subclauses (i) and (ii) hereof.

(xxxiv) Contracts. Receivables were originated using Contracts and other documents which at the time of execution complied in all material respects with all applicable provisions of state law.

Section 3.3. Repurchase Upon Breach.

(a) The Seller, the Servicer, the Noteholder, the Custodian or the Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties made pursuant to Section 3.2 (without regard to any limitations therein as to the Seller’s knowledge), including without limitation, any failure of any Receivable to constitute an “Eligible Receivable” at the time of purchase hereunder, and upon receipt by the Seller of notice of such breach, the Seller shall repurchase any Receivable if (A) the value of such Receivable is materially and adversely affected by the breach or (B) the Noteholder’s interest in such Receivable was materially and adversely affected by the breach, in each case as determined by the Noteholder in its reasonable discretion (such Receivables, “Defective Receivables”), providedhowever, that the Purchaser shall not be required to demonstrate satisfaction of the conditions set forth in subclauses (A) or (B) above in making its determination that any Receivable was not an Eligible Receivable at the time of purchase hereunder. The obligation of the Seller to repurchase the Receivables under this Section 3.3 shall not be dependent on the actual knowledge of the Seller of any breached representation or warranty. The repurchase shall occur as of the last day of the Accrual Period immediately following receipt by the Seller of notice of such breach (or at the Noteholder’s option, the last day of the first Accrual Period following such discovery). In consideration of the repurchase of any Receivable, the Seller shall remit the Purchase Amount to the Purchaser, in immediately available funds, within five (5) Business Days following discovery of the Defective Receivables. The sole remedy of the Purchaser, the Trustee or the Noteholder with respect to a breach of representations and warranties pursuant to Section 3.2 shall be to enforce the Seller’s obligation to purchase such Defective Receivables; provided, however, that the Seller shall indemnify the Trustee, the Custodian, the Backup Servicer, the Purchaser and the Noteholder against all Losses, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach, including without limitation, any Losses related to any breach of subclauses (b) or (c) of the definition of Eligible Receivables. Upon receipt of the Purchase Amount in respect of any Defective Receivables and written instructions from the Servicer, the Custodian shall release to the Seller or its designee the related Receivable File and Other Conveyed Property and the Trustee shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary or desirable to vest in the Seller or such designee title to such Defective Receivables.

(b) If the Insolvency Event related to a 341 Hearing has not been discharged by the bankruptcy court or other similar court presiding over such Insolvency Event within 90 days of the conveyance of the Related Receivable by the Seller to the Purchaser pursuant to Section 2.1(a), the Seller shall repurchase such Receivable as of the last day of such next Accrual Period for an amount equal to the Purchase Amount.

Section 3.4. Custody of Receivable Files.

(a) In connection with each sale, transfer and assignment of Receivables and related Other Conveyed Property to the Purchaser pursuant to this Agreement and each Assignment, and each pledge thereof by the Purchaser to the Trustee pursuant to the Indenture, the Custodian shall act as custodian of the following documents or instruments in its possession which shall be delivered to the Custodian on or before the Closing Date or the related Funding Date in accordance with Section 3.5 (with respect to each Receivable):

(ii) The original note or chattel paper (or other evidence of a security interest and a promise of payment) in the name of the Obligor with any required notations evidencing Seller’s security interest in the related Receivables and all related documents that the Seller shall keep on file in accordance with its customary procedures and which evidence the Obligor’s payment agreement as well as a security interest in the Financed Equipment (including each UCC filing required under Section 3.2(xvii)) or, if not yet received, a copy of such note, chattel paper or other documents.

(b) Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of a Servicing Officer in the form of Exhibit B and shall request delivery of the Receivable, Other Conveyed Property and the Receivable File to the Servicer.

Section 3.5. Acceptance of Receivable Files by Custodian. In connection with any Funding Date, the Seller shall cause to be delivered to the Custodian the Receivable Files for the Related Receivables to be purchased not less than four Business Days prior to the related Funding Date. The Custodian declares that it will hold and will continue to hold such files and any amendments, replacements or supplements thereto and all Other Conveyed Property (to the extent received) as custodian, agent and bailee in trust for the use and benefit of the Noteholder. The Custodian shall within three (3) Business Days after receipt of such files, execute and deliver to the Noteholder, a receipt substantially in the form of Exhibit A hereto (a “Custodial Receipt”) for the Receivable Files received by the Custodian. By its delivery of a Custodial Receipt, the Custodian shall be deemed to have (a) acknowledged receipt of the files (or the Receivables) which the Seller has represented are and contain the Receivable Files for the Related Receivables purchased by the Purchaser on the related Funding Date, (b) reviewed such files or Receivables and (c) determined that it has received the items referred to in Section 3.4(a)(i) and Section 3.4(a)(ii) for each Related Receivable identified in Schedule A to the related Assignment. If in its examination of the files delivered to it by the Seller pursuant to this Section 3.5, the Custodian finds that a file for a Receivable has not been received, or that a file is unrelated to the Receivables identified in Schedule A to the related Assignment or that any of the documents referred to in Section 3.4(a)(i) or Section 3.4(a)(ii) are not contained in a Receivable File, the Custodian shall inform the Purchaser, the Seller and the Noteholder pursuant to an exception report attached to the Custodial Receipt as Schedule I of the failure to receive a file with respect to such Receivable (or the failure of any of the aforementioned documents to be included in the Receivable File) or shall return to the Purchaser, as the Seller’s designee, any file unrelated to a Receivable identified in Schedule A to the related Assignment (it being understood that the Custodian’s obligation to review the contents of any Receivable File shall be limited as set forth in the preceding sentence). Unless such defect with respect to such Receivable File shall have been cured by the last day of the next Accrual Period following discovery thereof by the Custodian, the Seller shall repurchase any such Receivable as of such last day. In consideration of the purchase of the Receivable, the Seller shall remit the Purchase Amount for such Receivable, in the manner specified in Section 5.6. The sole remedy of the Custodian, the Purchaser and the Noteholder with respect to a breach pursuant to this Section 3.5 shall be to require the Seller to purchase the applicable Receivables pursuant to this Section 3.5; provided, however, that the Seller shall indemnify the Custodian, the Backup Servicer, the Purchaser and the Noteholder against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount for a Receivable and written instructions from the Servicer, the Custodian shall release to the Seller or its designee the related Receivable File and Other Conveyed Property and the Trustee shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Custodian and as are necessary or desirable to vest in the Seller or such designee title to the Receivable.

Section 3.6. Access to Receivable Files. Upon prior written request, the Custodian shall permit the Servicer, the Trustee and Noteholder access to the Receivable Files at all reasonable times during the Custodian’s normal business hours. The Custodian shall, within two Business Days of the request of the Servicer or the Noteholder, execute such documents and instruments as are prepared by the Servicer or the Noteholder and delivered to the Custodian, as the Servicer or the Noteholder deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Purchaser and any related insurance policies covering the Obligor, the Receivable or Financed Equipment so long as such execution in the Custodian’s sole discretion does not conflict with this Agreement or the Other Basic Documents and will not cause it undue risk or liability. The Custodian shall not be obligated to release any document from any Receivable File unless it receives a release request signed by a Servicing Officer in the form of Exhibit B hereto (the “Release Request”). Such Release Request shall obligate the Servicer or the Noteholder, as applicable, to return such document(s) to the Custodian when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify in the Release Request that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited.

Section 3.7. Custodian to Obtain Fidelity Insurance. The Custodian shall maintain a fidelity bond in the form and amount as is customary for entities acting as trustee of funds and documents in respect of retail installment contracts on behalf of institutional investors.

Section 3.8. Custodian to Maintain Secure Facilities. The Custodian shall maintain or cause to be maintained continuous custody of the Receivable Files held by it in secure and fire resistant facilities in accordance with customary standards in the industry for such custody.

ARTICLE IV

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 4.1. Duties of the Servicer. The Servicer, as agent for the Purchaser and the Noteholder shall manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention customary and usual for institutions which service retail installment sale contracts for agricultural and construction equipment similar to the Financed Equipment, and, to the extent more exacting, that degree of skill and attention the Servicer exercises with respect to all comparable equipment receivables that it services for itself or others. In performing such duties, the Servicer shall comply with its current servicing practices and procedures. So long as the Originator is the Servicer, in the event the Servicer’s servicing practices and procedures as used on the date hereof are subsequently reduced to writing or are materially modified in a manner which, in the Noteholder’s reasonable discretion, may reasonably be expected to adversely impact the value, enforceability or collectability of the Receivables, any such written embodiment of the Servicer’s practices and procedures or any material modification of the Servicer’s current practices and procedures which may reasonably be expected to have an adverse impact on the value, enforceability or collectability of the Receivables will require the prior written consent of the Majority Noteholder. Notice of proposed written servicing policies and procedures and of any material change to the initial Servicer’s practices and procedures shall be given to the Noteholder prior to the effectiveness thereof and thereafter, from time to time but at least semi-annually. The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors or of federal, state or local governmental authorities with respect to the Receivables, investigating delinquencies, sending payment statements to Obligors, reporting tax information to Obligors, accounting for collections, furnishing monthly statements to the Trustee and the Noteholder with respect to distributions. Without limiting the generality of the foregoing, and subject to the servicing standards set forth in this Agreement including, without limitation, the restrictions set forth in Section 4.6, the Servicer is authorized and empowered by the Purchaser to execute and deliver, on behalf of itself, the Purchaser or the Noteholder, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Equipment securing such Receivables. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Purchaser shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivables and, to the extent required, the Other Conveyed Property, to the Servicer to the extent required to pursue such action. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Purchaser shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or in the name of the Noteholder, as appropriate. The Servicer shall prepare and furnish, and the Trustee upon written direction shall execute, any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

Section 4.2. Collection of Receivable Payments; Modifications of Receivables; Lockbox Agreements.

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect, or arrange through Subservicers, in accordance with Section 8.4 for the collection of, all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable receivables that it services for itself or others and that are consistent with prudent industry standards. The Servicer will provide each Obligor with a statement or statements in order to notify such Obligors to make payments directly to the Lockbox Account. The Servicer shall allocate collections between principal and interest in accordance with the customary servicing procedures it follows with respect to all comparable receivables that it services for itself or others and in accordance with the terms of this Agreement. Except as provided below, the Servicer, for as long as the Originator is the Servicer, may in accordance with its customary servicing practices and procedures grant extensions on and otherwise modify any Receivable, provided, that the Servicer shall not, without the prior written consent of the Majority Noteholder, (i) reschedule the due date of any Scheduled Receivable Payment to a date more than 30 days from the original due date of such Scheduled Receivable Payment, (ii) reduce the annual percentage rate of, or extend the maturity of any Receivable or change any material term of a Receivable, except as provided by the terms of the Receivable or this Agreement or as required by law or court order or (iii) adjust the amount of any Scheduled Receivable Payment, provided that in the event the Servicer grants more than one payment extension to any Obligor or grants a payment extension with respect to a Receivable which exceeds 90 days, the related Receivable shall automatically be deemed an Ineligible Receivable and the Seller shall, within two (2) Business Days of the date such Receivable became an Ineligible Receivable, repurchase such Receivable for an amount equal to the Purchase Amount; providedfurtherthat in the event the Servicer receives a prepayment on a Receivable, it may reamortize the Receivable over its remaining term. In no event shall the principal balance of a Receivable be reduced, except in connection with a settlement in the event the Receivable becomes a Defaulted Receivable nor shall the maturity of any Receivable be extended beyond the Accrual Period immediately preceding the Final Distribution Date. The Servicer may in its discretion waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing a Receivable.

(b) On or prior to the Closing Date, the Servicer shall have established the Lockbox Account with the Lockbox Bank and shall instruct all Obligors on Receivables to be sold to the Purchaser on each Advance Date to deposit all payments due on or after the related Cutoff Date directly with the Lockbox Bank. The Servicer shall direct the prompt transfer to the Collection Account (but not to any other account) of all amounts deposited into the Lockbox Account with respect to the Receivables and no other Person, except the Servicer and the Collateral Agent has authority to direct disposition of funds on deposit in the Lockbox Account; it being understood that amounts not constituting collections in respect of the Receivables are deposited into the Lockbox Account for the benefit of other Persons. Notwithstanding the foregoing, the Lockbox Agreement shall provide that the Lockbox Bank will comply with instructions originated by the Collateral Agent relating to the disposition of the funds in the Lockbox Account related to the Receivables without further consent by the Originator, the Seller, the Servicer or the Purchaser. The Lockbox Account shall at all times be subject to the Intercreditor Agreement pursuant to which the Trustee shall be entitled to direct the Collateral Agent to establish a segregated account in the event of the occurrence of an Event of Default. The Trustee shall have no liability or responsibility with respect to the Servicer’s directions or activities as set forth in the preceding sentence. The Lockbox Account shall not be changed without the prior written consent of the Noteholder, which consent shall not be unreasonably withheld or delayed, unless the replacement lockbox account is subject to either (i) a lockbox agreement or intercreditor agreement acceptable to the Noteholder or (ii) a lockbox agreement or intercreditor agreement in a form substantially similar to that of the existing Intercreditor Agreement.

(c) Notwithstanding any Lockbox Agreement, or any of the provisions of this Agreement relating to the Lockbox Agreement, the Servicer shall remain obligated and liable to the Purchaser, the Trustee and the Noteholder for servicing and administering the Receivables and the Other Conveyed Property in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue thereof.

(d) In the event the Originator shall for any reason no longer be acting as the Servicer hereunder, the Backup Servicer or a successor Servicer shall thereupon assume all of the rights and obligations of the outgoing Servicer under the Lockbox Agreement. In such event, the Backup Servicer or a successor Servicer shall be deemed to have assumed all of the outgoing Servicer’s interest therein and to have replaced the outgoing Servicer as a party to the Lockbox Agreement to the same extent as if such Lockbox Agreement had been assigned to the Backup Servicer or a successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lockbox Bank under such Lockbox Agreement. The outgoing Servicer shall, upon request of the Trustee, but at the expense of the outgoing Servicer, deliver to the Backup Servicer or a successor Servicer all documents and records relating to the Lockbox Agreement and an accounting of amounts collected and held by the Lockbox Bank and otherwise use its best efforts to effect the orderly and efficient assignment of any Lockbox Agreement to the Backup Servicer or a successor Servicer. In the event that the Noteholder shall elect to change the identity of the Lockbox Bank, the initial Servicer, at its expense, shall cause the Lockbox Bank to deliver, at the direction of the Noteholder, to the Trustee or a successor Lockbox Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) by the Lockbox Bank (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the Lockbox arrangements. In the event the Note Purchaser or the Backup Servicer (with the consent of the Noteholder not to be unreasonably withheld or delayed) elects to change the identity of the Lockbox Bank, the Note Purchaser shall pay all costs associated with such change.

(e) On each Business Day, the Servicer will cause the Lockbox Bank to transfer any payments in respect of the Receivables from Obligors received in the Lockbox Account. On the first Business Day on which such funds clear, the Servicer shall cause the Lockbox Bank to transfer cleared funds in respect of the Receivables from the Lockbox Account to the Collection Account. In addition, the Servicer shall remit (or cause the Originator to remit) all payments by or on behalf of the Obligors received by the Servicer or the Originator with respect to the Receivables (other than Purchased Receivables), all Net Liquidation Proceeds and any amounts remitted to the Servicer or the Issuer no later than two (2) Business Days following receipt directly (without deposit into any intervening account) into the Collection Account. The Servicer shall not commingle its assets and funds with those on deposit in the Collection Account.

Section 4.3. Realization Upon Receivables. On behalf of the Purchaser and the Noteholder, the Servicer shall use commercially reasonable efforts, consistent with the servicing standard described in Section 4.1 hereof, to repossess or otherwise convert the ownership of any Financed Equipment securing any Receivable as to which the Servicer shall have determined, in accordance with its customary servicing procedures, that eventual payment in full is unlikely. The Servicer shall, in any event, commence efforts to repossess or otherwise convert the ownership of Financed Equipment on or prior to the date that an Obligor has failed to make any portion of a Scheduled Receivable Payment in excess of $200.00 for 180 days or more; provided, however, that the Servicer may elect not to commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Net Liquidation Proceeds realized in connection with the repossession of any Financed Equipment shall be deposited by the Servicer in the Collection Account and shall be applied to reduce the Principal Balance of the Related Receivable. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivables, consistent with the standards of care set forth in Section 4.1, which may include, without limitation, using reasonable efforts to realize upon any amounts held by the Company as Dealer Recourse and selling the Financed Equipment at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine in its discretion that such repair and/or repossession will increase the proceeds ultimately recoverable with respect to such Receivable by an amount greater than the amount of such expenses. The Servicer shall identify such repossessed Financed Equipment to the Trustee in the Servicer’s Certificate not later than the Determination Date following the related Accrual Period in which the Servicer shall have made the determination to repossess such Financed Equipment.

Section 4.4. Insurance.

(a) The initial Servicer, in accordance with the servicing procedures and standards set forth herein, shall require that (i) each Obligor shall have obtained insurance covering Financed Equipment as of the date of the origination of the Receivable, insuring against loss and damage due to fire, theft, transportation, collision and other risks generally covered by comprehensive and collision coverage and each Receivable requires the Obligor to maintain such physical loss and damage insurance naming Originator and its successors and assigns as additional insureds and (ii) as to each Receivable that includes the cost of an extended service contract, the respective Financed Equipment which secures the Receivable is covered by an extended service contract. The initial Servicer shall enforce its rights under the Receivables to require the Obligors to maintain aforementioned insurance coverage in accordance with the Servicer’s customary practices and procedures.

(b) To the extent applicable, the initial Servicer shall not take any action which would result in noncoverage under any Receivables Insurance Policy which, but for the actions of the Servicer, would have been covered thereunder. The initial Servicer, on behalf of the Purchaser, shall take such reasonable action as shall be necessary to facilitate recovery under each Receivables Insurance Policy. Any amounts collected by the initial Servicer under any Receivables Insurance Policy, including, without limitation, proceeds thereof, shall be deposited in the Collection Account within two (2) Business Days of receipt by the Servicer.

Section 4.5. Maintenance of Security Interests in Financed Equipment.

(a) Consistent with the terms of this Agreement and consistent with the servicing standard described in Section 4.1 hereof, the Servicer shall take such steps on behalf of the Purchaser as are necessary to maintain perfection of the security interest in the Financed Equipment which secures the corresponding Related Receivable, including but not limited to, obtaining the authorization of the Obligors and the recording, registering, filing, re-recording, re-registering and refiling of all security agreements, financing statements and continuation statements or instruments as are necessary to maintain the security interest granted by the Obligors with respect to the Related Receivables. The Trustee hereby authorizes the Servicer, and the Servicer agrees to take any and all steps necessary to re-perfect or continue the perfection of such security interest on behalf of the Purchaser and the Noteholder as necessary, including without limitation, the filing of financing statements and continuation statements as necessary because of the relocation of any Obligor or any Financed Equipment or for any other reason. In the event that the assignment of a Receivable to the Purchaser, and the pledge thereof by the Purchaser to the Trustee is insufficient without fulfilling any additional administrative requirements under the laws of the state in which the Financed Equipment is located, to perfect a security interest in the related Financed Equipment in favor of the Trustee, each of the Trustee and the Seller hereby agrees that the Seller’s designation as the secured party on the filed UCC statements is in respect of the Seller’s capacity as agent of the Trustee for the benefit of the Noteholder.

(b) Upon the occurrence of a Servicer Termination Event, the successor Servicer shall take or cause to be taken such action as may be necessary to perfect or re-perfect the security interests in the Financed Equipment securing the Receivables in the name of the Trustee on behalf of the Noteholder by amending the UCC statements filed with respect to such Financed Equipment or by such other reasonable means as may, in the opinion of counsel to the Trustee, which opinion shall not be an expense of the Trustee, be necessary or prudent. The Seller hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, the Noteholder may instruct the successor Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Noteholder, be necessary to perfect or re-perfect the security interest in the Financed Equipment underlying the Receivables in the name of the Trustee on behalf of the Noteholder, including by amending the UCC statements filed with respect to such Financed Equipment or by such other reasonable means as may, in the opinion of counsel to the Noteholder, be necessary or prudent.

(c) Upon transfer of servicing, the predecessor servicer shall cooperate with the successor Servicer and will provide all relevant information (books, records, schedules) relating to then-current status of all UCC filings as well as the names of each vendor retained in connection therewith. The successor Servicer shall be entitled to recover its costs thereby expended.

Section 4.6. Additional Covenants of Servicer. The Servicer hereby makes the following covenants to the Purchaser and the Trustee and the Servicer acknowledges that the Custodian shall rely on these covenants in accepting the Receivables in trust and the Trustee shall rely thereon in authenticating the Note:

(a) The Servicer shall not release the Financed Equipment securing each Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Equipment related to the released Receivable, nor shall the Servicer impair the rights of the Noteholder in such Receivables, nor shall the Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section 4.2.

(b) The Servicer shall obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution, delivery and performance by the Servicer of its obligations under this Agreement and the other Basic Documents.

(c) In accordance with Section 4.1, the Servicer shall not adopt written policies and procedures governing its servicing practices or make any material changes to its collection practices and procedures which could reasonably be expected to adversely affect the enforceability or collectability of any of the Receivables, unless the Noteholder expressly consents in writing prior to the adoption of such written policies or implementation of such material changes (which consent shall not be unreasonably withheld or delayed).

(d) So long as the Originator is acting as Servicer hereunder, the Servicer shall provide written notice to the Majority Noteholder of any default, event of default or servicer termination event that has occurred under any other warehouse financing facility or securitization transaction which has a maximum principal amount of $500,000 or greater and which default, event of default or Servicer termination shall not have been waived or otherwise cured within the applicable cure period.

Section 4.7. Purchase of Receivables Upon Breach of Covenant. Upon discovery by any Executive Officer of the Seller, the Servicer, the Purchaser, the Custodian or the Trustee of a breach of any of the covenants or agreements of the Servicer set forth in Section 2.1(b), Section 4.2(a), Section 4.4 or Section 4.5, the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.7. Unless the breach shall have been cured on or prior to the date which occurs sixty (60) days following the date of discovery of such breach, the initial Servicer shall purchase any Receivable materially and adversely affected by such breach. In consideration of the purchase of such Receivable, the initial Servicer shall remit the Purchase Amount for such Receivable in the manner specified in Section 5.5. The sole remedy of the Trustee, the Purchaser or the Noteholder with respect to a breach of Section 4.2(a), Section 4.4 or Section 4.5 shall be to require the initial Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the initial Servicer shall indemnify the Trustee, the Backup Servicer, the Purchaser and the Noteholder against all Losses which may be asserted against, or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. Upon receipt of the Purchase Amount in respect of any Defective Receivables as described herein and written instructions from the Servicer, the Trustee shall release to the Seller or its designee the related Receivable File and Other Conveyed Property and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary or desirable to vest in the Seller or such designee title to such Defective Receivables.

Section 4.8. Servicing Fee and Expenses. The “Servicing Fee” for each Payment Date shall be equal to the product of (x) one twelfth and (y) the product of (i) the Servicing Fee Percentage and (ii) the average of the Aggregate Principal Balance (plus accrued and unpaid interest) of the Receivables, as measured on the first day of the related Accrual Period and on the last day of such Accrual Period. The Servicing Fee shall also include all late fees, prepayment charges including in the case of a Rule 78‘s Receivable that is prepaid in full, to the extent not required by law to be remitted to the related Obligor, the difference between the Principal Balance of such Rule of 78‘s Receivable (plus accrued interest to the date of prepayment) and the principal balance of such Receivable computed according to the “Rule of 78‘s,” and other administrative fees or similar charges allowed by applicable law with respect to Receivables, collected (from whatever source) on the Receivables. If the Backup Servicer becomes the successor Servicer, the “Servicing Fee” payable to the Backup Servicer as successor Servicer shall be as described in the Backup Servicer Fee Letter. The Servicer and any successor Servicer shall be required to pay from its own account all expenses incurred by it in connection with its activities hereunder (including fees and disbursements of counsel and independent accountants, and expenses incurred in connection with distributions, reports to the Noteholder and taxes imposed on the Servicer) except expenses reimbursable to the Backup Servicer pursuant to the Backup Servicer Fee Letter.

Section 4.9. Servicer’s Certificate. No later than 12:00 noon New York City time on each Determination Date, the Servicer shall deliver (electronic or facsimile delivery being acceptable) to the Trustee, the Rating Agencies, the Back-up Servicer, the Noteholder and the Purchaser, a certificate substantially in the form of Exhibit G hereto (a “Servicer’s Certificate”) for the Accrual Period immediately preceding such Determination Date, which Servicer’s Certificate shall contain among other things, (i) all information necessary to enable the Trustee to make any withdrawal and deposit required under Section 5.4 and to make the distributions required by Section 5.6, (ii) all information necessary for the Trustee to send statements to the Noteholder pursuant to Section 5.7(b) and Section 5.8, (iii) a listing of all Receivables purchased during the related Accrual Period, which identifies the Receivables so purchased as well as all Purchased Receivables acquired by the Servicer or Seller during such Accrual Period, (iv) the calculation of the Borrowing Base and the Borrowing Base Deficiency, if any, (v) all information necessary to enable the Backup Servicer to verify the information specified in Section 4.14(a) and (b) and (vi) amounts due or owing under any Hedge Agreement. The Servicer shall in addition deliver to the Rating Agencies any information, to the extent it is available to the Servicer, that the Rating Agencies reasonably request in order to monitor the Receivables. Subsequent to the Closing Date, the form of Servicer’s Certificate may be revised or modified to cure any ambiguities or inconsistencies with this Agreement; provided, however, that no material information shall be deleted from the form of Servicer’s Certificate without the prior written consent of the Majority Noteholder. In the event that the form of Servicer’s Certificate is revised or modified in accordance with the preceding sentence, a copy thereof, as so revised or modified, shall be provided to the Trustee, the Back-up Servicer and each Rating Agency.

Section 4.10. Annual Statement as to Compliance, Notice of Servicer Termination Event.

(a) The Servicer shall deliver to the Purchaser, to the Trustee for delivery to the Noteholder, the Backup Servicer and each Rating Agency, on or before February 28 of each year beginning February 28, 2006, an Officer’s Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12-month period (or, in the case of the first such certificate, the period from the initial Cutoff Date to December 31, 2005) 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 all its obligations under this Agreement throughout such year (or, in the case of the first such certificate, such shorter 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.

(b) The Servicer shall deliver to the Trustee, the Noteholder, the Backup Servicer and each Rating Agency, promptly after an Executive Officer of the Servicer has obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under Section 9.1.

Section 4.11. Independent Accountants’ Reports. The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or to the Purchaser, to deliver to the Trustee, the Backup Servicer, the Noteholder and each Rating Agency, on or before March 31 of each year beginning March 31, 2006, a report dated as of December 31 of the preceding year in form and substance reasonably acceptable to the Noteholder (the “Accountants’ Report”) and reviewing the Servicer’s activities during the preceding 12-month period (or, in the case of the first such report, the period from the initial Cutoff Date with respect to Receivables transferred to the Purchaser on the Closing Date to December 31, 2005), addressed to the Board of Directors of the Servicer, to the Trustee, the Backup Servicer and to the Noteholder, to the effect that such firm has examined the financial statements of the Servicer and the Servicer’s records relating to the Receivables and that such examinations (1) were made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) included tests relevant to equipment receivables serviced for others in accordance with prevailing industry standards for servicing similar equipment receivables; (3) included an examination of the delinquency and loss statistics relating to the Servicer’s portfolio of equipment installment sale contracts; and (4) except as described in the report, such examinations disclosed no exceptions or errors in the records relating to equipment receivables serviced for others that, in the firm’s opinion are required to be reported based on GAAP. The Accountant’s Report shall further state that (1) a review in accordance with agreed upon procedures (as set forth in Schedule C hereto) was made of three randomly selected Servicer’s Certificates; (2) except as disclosed in the report, no exceptions or errors in the Servicer’s Certificates were found; and (3) the delinquency and loss information relating to the Receivables and the stated amount of Liquidated Receivables, if any, contained in the Servicer’s Certificates were found to be accurate. The Report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

Section 4.12. Backup Servicer's Accountants' Reports.

(a) In the event the Secured Parties are receiving payments pursuant to 5.6(c) hereof and the Cash Reserve Amount is insufficient to pay the amounts payable in connection with the preparation of the Accountant’s Report, the Backup Servicer shall instead prepare a report which complies with the requirements of Section 4.12 (b) below.

(b) The Backup Servicer shall cause Independent Accountants who may also render other services to the Backup Servicer or to its affiliates, to deliver to the Trustee, the Noteholder and each Rating Agency within 120 days after the end of each fiscal year, an Accountants’ Report dated as of December 31 of the preceding year (commencing after the Backup Servicer has become a successor servicer hereunder) (i) an opinion by such Independent Accountants on the financial position of the Backup Servicer at the end of the relevant fiscal year and the results of operations and changes in financial position of the Backup Servicer for such year then ended on the basis of an examination conducted in accordance with GAAP, and (ii) a report from such Independent Accountants to the effect that based on an examination of certain specified documents and records relating to the servicing of the Backup Servicer’s loan portfolio conducted substantially in compliance with SAS 70 (the “Applicable Accounting Standards”), such firm is of the opinion that such servicing has been conducted in compliance with the Applicable Accounting Standards except for (a) such exceptions as such firm shall believe to be immaterial and (b) such other exceptions as shall be set forth in such statement.

Section 4.13. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to representatives of the Trustee, the Backup Servicer and the Majority Noteholder reasonable access to the documentation regarding the Receivables. Prior to the occurrence and continuance of an Event of Default, such access shall be afforded to the Majority Noteholder once annually without charge, upon reasonable notice and during normal business hours. During the continuance of an Event of Default, the Majority Noteholder shall have reasonable access to documentation regarding the Receivables at any time during normal business hours upon reasonable notice. Nothing in this Section shall affect the obligation of the Servicer to observe all applicable laws prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

Section 4.14. Backup Servicer’s Duties. Concurrently with the delivery by the Servicer of the Servicer’s Certificate each month, the Servicer will deliver to the Backup Servicer a computer diskette (or other electronic transmission) in a format acceptable to the Backup Servicer containing information with respect to the Receivables as of the close of business on the last day of the preceding Interest Period which information is necessary for preparation of the Servicer’s Certificate (the “Monthly Verification File”). The Backup Servicer shall use such Monthly Verification File to verify certain information specified in Section 4.14(b) contained in the Servicer’s Certificate delivered by the Servicer, and the Backup Servicer shall notify the Servicer and the Noteholder of any discrepancies on or before the third Business Day following the receipt of the Servicer’s Certificate and the Monthly Verification File and in no event later than the Business Day immediately preceding the related Payment Date. In the event that the Backup Servicer reports any discrepancies, the Servicer shall attempt to reconcile such discrepancies by the related Payment Date, but in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the related Payment Date. In the event that the Servicer is unable to reconcile discrepancies with respect to a Servicer’s Certificate by the related Payment Date, the Backup Servicer shall notify the Noteholder thereof in writing and the Servicer shall cause a firm of independent certified public accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the fifth day of the following calendar month, reconcile such discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s Certificate for such next succeeding Determination Date. Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer.

(a) The Backup Servicer shall review each Servicer’s Certificate delivered pursuant to Section 4.14 and shall:

(i) confirm that such Servicer’s Certificate is complete on its face; and

(ii) confirm that Available Funds, the Noteholder’s Principal Distributable Amount, the Noteholder’s Monthly Cap Distributable Amount, the Noteholder’s Interest Distributable Amount, the Servicing Fee, the Backup Servicing Fee, the Trustee Fee, Loss Ratio and Delinquency Ratio (as well as all calculations related to delinquency, aging, default and aggregate principal balance) in the Servicer’s Certificate are accurate based solely on the recalculation of the Servicer’s Certificate and the Monthly Verification File.

(b) The Backup Servicer will work with the Servicer’s personnel to obtain systems data information from the servicing systems used by the Servicer (the “Data File Layouts and Definitions”) in servicing the Receivables. The Servicer shall provide to the Backup Servicer a test data file, which shall include the loan master file, the transaction history file and all other files necessary to carryout the service-related activities (the “Test Data File”), in a format acceptable to the Backup Servicer. Using this information, the Backup Servicer will map the data from the Servicer’s system to the Backup Servicer’s data structure (“Data Mapping”). The Backup Servicer shall confirm in writing to the Servicer and the Majority Noteholder that it has completed the data mapping matrix, and received and verified the completeness of the Test Data File within 90 days of receipt of the Data File Layouts and Definitions and the Test Data File. On or before the fifth calendar day of each month, the Servicer will provide to the Backup Servicer a monthly file consistent with the Test Data File (the “Monthly Servicing File”) and the Backup Servicer shall verify that the records and data contained in the Monthly Servicing File are in a readable format; and store the file in a secure location. For avoidance of doubt, this file will not be used in the verification duties and will not be checked monthly for accuracy. The Backup Servicer’s verification duties are conditioned upon timely receipt of any information reports or data required in order to complete its verification duties.

(c) The Backup Servicer shall undertake to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. Without limiting the generality of the foregoing, the Backup Servicer, except as expressly set forth herein, shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer may act through its agents, attorneys and custodians in performing any of its duties hereunder. Notwithstanding anything to the contrary in the Basic Documents, the Backup Servicer shall have no liability for any actions taken or omitted by the Servicer or its agents or the inaccuracy of any data provided, produced or supplied by the Servicer or its agents. The Backup Servicer may accept and reasonably rely on all accounting and servicing records and other documentation provided to the Backup Servicer by or at the direction of the Servicer, including documents prepared or maintained by any party providing services related to the Receivables. In the event the Backup Servicer becomes aware of errors and/or continuing errors which, in the opinion of the Backup Servicer, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the other parties hereto of such errors and/or continuing errors. The Backup Servicer may undertake to reconstruct any data or records appropriate to correct such errors and/or continuing errors and to prevent future continuing errors. The Backup Servicer shall be entitled to recover its costs thereby expended with written consent of the Majority Noteholder. Neither the Backup Servicer nor any of the directors or officers or employees or agents of the Backup Servicer shall be under any liability to the other parties hereto except as provided in this Agreement for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, provided, however, that this provision shall not protect the Backup Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties, by reason of reckless disregard of obligations and duties under this Agreement or any violation of law by the Backup Servicer or such Person, as the case may be.

(d) The Servicer agrees to indemnify and hold harmless the Backup Servicer and its respective officers and employees against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that the Backup Servicer may sustain in any way related to the negligence or willful misconduct of any third party (other than the Backup Servicer and its agents, attorneys, representatives and contractors) with respect to the Receivables. The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively, “liability”) for the acts or omissions of any such third party (other than the Backup Servicer and its agents, attorneys, representatives and contractors). If any error, inaccuracy or omission (collectively, “error”) exists in any information provided to the Backup Servicer by the Servicer and such errors cause or materially contribute to the Backup Servicer making or continuing any error (collectively, “continuing errors”), the Backup Servicer shall have no liability for such continuing errors; provided, however, that this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of (i) willful misconduct or negligence in discovering or correcting any error or (ii) any breach of this Agreement.

(e) The Backup Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay in carrying out any of its duties under this Agreement results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer (or its agents, attorneys, representatives and contractors) or the failure of any such other Person to prepare or provide such information, so long as such failure is not caused directly or indirectly by the Backup Servicer, its agents, attorneys, representatives or contractors. The Backup Servicer shall have no responsibility, shall not be in default and shall incur no liability for (i) any act or failure to act of any third party (other than the Backup Servicer or its agents, attorneys, representatives and contractors), including the Servicer, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than the Backup Servicer and its agents, attorneys, representatives and contractors), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable or Financed Equipment or (v) the acts or omissions of any successor standby servicer.

(f) The Backup Servicer and any director, officer employee or agent of the Backup Servicer may rely in good faith on the advice of counsel.

Section 4.15. Retention and Termination of Servicer. The Servicer hereby covenants and agrees to act as Servicer under this Agreement with respect to the Receivables for an initial term commencing on the Closing Date and ending on March 31, 2005, which term will automatically be extended by the Majority Noteholder for successive quarterly terms ending on each successive June 30, September 30, December 31, and March 31, provided, however, that the automatic quarterly renewal of the initial Servicer hereunder shall only terminate (which termination shall be automatic) upon the occurrence of a Servicer Financial Threshold Event or upon the payment of the Note in full (each such notice, including each notice pursuant to standing instructions, which shall be deemed delivered at the end of successive terms for so long as such instructions are in effect, a “Servicer Extension Notice”). The Servicer hereby agrees that, upon its receipt (or deemed receipt) of a Servicer Extension Notice, the Servicer shall become bound, for the duration of the term covered by such Servicer Extension Notice, to continue as the Servicer subject to, and in accordance with, the other provisions of this Agreement. The Servicer and the Majority Noteholder agree to promptly notify in writing the Trustee and the Backup Servicer upon the occurrence of a Servicer Financial Threshold Event. In the event the Backup Servicer is terminated in its capacity as the Servicer under this Section 4.15, the Majority Noteholder agrees to give the Backup Servicer sixty (60) days advance notice of such termination and shall pay to the Backup Servicer an amount equal to the Backup Servicing Fees for one Interest Accrual Period on the final day of its tenure as servicer hereunder.

Section 4.16. Fidelity Bond. The Servicer shall maintain a fidelity bond in such form and amount as is customary for entities acting as custodian of funds and documents in respect of retail installment contracts on behalf of institutional investors.

Section 4.17. Lien Searches; Opinions as to Transfers and Security Interests. The initial Servicer shall, on the Closing Date and thereafter annually on or before each anniversary of the Closing Date, deliver (or cause to be delivered) to the Trustee and the Majority Noteholder an Opinion of Counsel, in form and substance satisfactory to the Majority Noteholder which provides that (a) all financing statements and continuation statements have been authorized and filed as are necessary to fully preserve and protect the interests of the Purchaser, the Noteholder and the Trustee in the Receivables and the Collateral, and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, (b) the “backup security interest” with respect to the transfers of Receivables and, to the extent applicable, related Other Conveyed Property hereunder and under each related Assignment is valid and enforceable, (c) the security interest in connection with the pledge of Collateral to the Trustee under the Indenture is valid and enforceable and (d) the perfection and first priority of the transfers and pledges referred to in clauses (a), (b) and (c) above. To the extent each such Opinion of Counsel is in any manner reliant on UCC lien searches, each such UCC lien search shall be dated no earlier than thirty (30) days prior to the date of each such related Opinion of Counsel, and shall be accompanied by officer’s certificates from the appropriate parties certifying that no filings subsequent to the dates of such lien searches have been made. Such Opinion of Counsel shall state, among other things, that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed that are necessary to perfect the interest of the Purchaser, the Noteholder and the Trustee in the Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. The Opinion of Counsel referred to in this Section 4.17 shall specify any action necessary (as of the date of such opinion) to be taken to preserve and protect such interest.

ARTICLE V

ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDER

Section 5.1. Establishment of Pledged Accounts.

(a) The Trustee, on behalf of the Noteholder, shall establish and maintain a separately identifiable deposit account in its own name which account shall be an Eligible Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held by the Trustee for the benefit of the Noteholder. The Collection Account shall at all times be established with a Qualified Institution which shall initially be the Trustee.

(b) The Trustee, on behalf of the Noteholder, shall establish and maintain a separately identifiable deposit account in its own name which account shall be an Eligible Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held by the Trustee for the benefit of the Noteholder. The Note Distribution Account shall at all times be established with a Qualified Institution which shall initially be the Trustee.

(c) The Trustee, on behalf of the Noteholder, shall establish and maintain a separately identifiable deposit account in its own name which account shall be an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held by the Trustee for the benefit of the Noteholder. The Reserve Account shall at all times be established with a Qualified Institution which shall initially be the Trustee.

(d) The Trustee, on behalf of the Noteholder, shall establish and maintain a separately identifiable deposit account in its own name which account shall be an Eligible Account (the “Cap Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held by the Trustee for the benefit of the Noteholder. The Cap Distribution Account shall at all times be established with a Qualified Institution which shall initially be the Trustee.

(e) Should any depositary of a Pledged Account cease to be a Qualified Institution, then the Trustee shall, with the Noteholder’s assistance as necessary, cause such account to be moved, upon thirty (30) days notice to the Servicer and the Noteholder, to a Qualified Institution, unless the Trustee provides the Noteholder with a letter from the Rating Agencies to the effect that the current ratings assigned to the Note by the Rating Agencies will not be adversely affected by such depositary’s ceasing to be a Qualified Institution.

(f) Funds on deposit in the Collection Account, the Reserve Account, the Note Distribution Account and the Cap Distribution Account (collectively, the “Pledged Accounts”) shall be invested by the Trustee (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer or, after the resignation or termination of the Originator as Servicer, by the Noteholder (pursuant to standing instructions or otherwise). All such Eligible Investments shall be held by or on behalf of the Trustee for the benefit of the Noteholder. Unless the Rating Agency Condition has been satisfied and the Noteholder consents thereto , funds on deposit in any Pledged Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Payment Date. Funds deposited in a Pledged Account on the day immediately preceding a Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight. All Eligible Investments will be held to maturity.

(g) All investment earnings on amounts on deposit in the Pledged Accounts shall be deposited (or caused to be deposited) by the Trustee in the Collection Account for distribution pursuant to Section 5.6, and any loss resulting from such investments shall be charged to such account. The Originator as Servicer will not direct the Trustee to make any investment of any funds held in any of the Pledged Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment, if requested by the Trustee, the Originator as Servicer shall deliver to the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect.

(h) The Trustee shall not in any way be held liable by reason of any insufficiency in any of the Pledged Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(i) If (i) the Originator as Servicer or the Noteholder, as applicable, shall have failed to give investment directions for any funds on deposit in the Pledged Accounts to the Trustee by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Purchaser and Trustee) on any Business Day; or (ii) an Event of Default shall have occurred and be continuing with respect to the Note but the Note shall not have been declared due and payable, or (iii) if the Note shall have been declared due and payable following an Event of Default and amounts collected or receivable from the Receivables and the Other Conveyed Property are being applied as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Pledged Accounts in an Eligible Investment in accordance with the written direction of the Noteholder or in the case of (i) above, in the Eligible Investments of its election.

(j) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Pledged Accounts and in all proceeds thereof (including all Investment Earnings on the Pledged Accounts) and all such funds, investments, proceeds and income shall be part of the Other Conveyed Property. Except as otherwise provided herein, the Pledged Accounts shall be under the sole dominion and control of the Trustee for the benefit of the Noteholder. If at any time any of the Pledged Accounts ceases to be an Eligible Account, the Originator as Servicer with the consent of the Noteholder shall within five Business Days establish a new Pledged Account as an Eligible Account and shall transfer any cash and/or any investments to such new Pledged Account. The Servicer shall promptly notify the Rating Agencies, the Trustee and the Noteholder of any change in the location of any of the Pledged Accounts. In connection with the foregoing, the Originator as Servicer agrees that, in the event that any of the Pledged Accounts are not accounts with the Trustee, the Originator as Servicer shall notify the Trustee and the Noteholder in writing promptly upon any of such Pledged Accounts ceasing to be an Eligible Account.

(k) Notwithstanding anything to the contrary herein or in any other document relating to a Trust Account, the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) or the “bank’s jurisdiction” (with the meaning of 9-304 of the UCC) as applicable, with respect to each Pledged Account shall be the State of New York.

(l) With respect to the Pledged Account Property, the Trustee agrees that:

(i) any Pledged Account Property that is held in deposit accounts shall be held solely in an Eligible Account; and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Trustee and the Trustee shall have sole signature authority with respect thereto;

(ii) any Pledged Account Property shall be delivered to the Trustee in accordance with the definition of “Delivery”; and

(iii) the Servicer shall have the power, revocable by the Majority Noteholder, to instruct the Trustee to make withdrawals and payments from the Pledged Accounts for the purpose of permitting the Servicer and the Trustee to carry out their respective duties hereunder.

Section 5.2. Certain Reimbursements to the Servicer. The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to each Accrual Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings. The Collection Account shall also be debited for any checks returned for insufficient funds. The amount to be reimbursed hereunder shall be returned to the Servicer on the related Payment Date pursuant to Section 5.6 upon certification by the Servicer of such amounts and the provision of such information to the Trustee and the Majority Noteholder as may be reasonably necessary in the opinion of the Noteholder to verify the accuracy of such certification; provided, however, that the Servicer must provide such certification within three (3) months of it becoming aware of such mistaken deposit or posting. In the event that the Majority Noteholder has not received evidence reasonably satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to this Section, the Majority Noteholder shall give the Trustee notice to such effect, following receipt of which the Trustee shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.6, or if prior thereto the Servicer has been reimbursed pursuant to Section 5.6, the Trustee shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Payment Date. In the event the Servicer collects evidence satisfactory to the Majority Noteholder of its entitlement to a reimbursement hereunder after the termination of the three (3) month period referenced above, the Servicer may reapply to the Trustee for reimbursement of such funds, provided however that the Servicer acknowledges that no interest shall accrue on such amounts during the period such amounts are held by the Trustee.

Section 5.3. Application of Collections. All collections for each Accrual Period shall be applied by the Servicer as follows:

With respect to each Receivable, payments by or on behalf of the Obligor shall be applied, in the case of a Rule of 78‘s Receivable, first, to the Scheduled Receivable Payment of such Rule of 78‘s Receivable and, second, to any late fees accrued with respect to such Rule of 78‘s Receivable and, in the case of a Simple Interest Receivable, first, to interest and principal in accordance with the Simple Interest Method, and, second, to any late fees accrued with respect to such Simple Interest Receivable.

Section 5.4. Reserve Account.

(a) The Reserve Account will be held by the Trustee for the benefit of the Noteholder. On or prior to the Closing Date, the Purchaser shall deposit or cause to be deposited into the Reserve Account an amount equal to the Required Reserve Account Amount. On each Funding Date, the Purchaser shall deposit, to the extent necessary, a portion of the related Advance into the Reserve Account so that the amount on deposit in the Reserve Account equals the Required Reserve Account Amount.

(b) In the event that the Servicer’s Certificate with respect to any Determination Date shall state that the amounts described in subclauses (i) through (viii) inclusive, of the “Available Funds” definition with respect to the related Payment Date are insufficient to make any portion of the payments required to be made on the related Payment Date pursuant to Section 5.6(b)(i), Section 5.6(b)(ii), Section 5.6(b)(iii), Section 5.6(b)(iv), and Section 5.6(b)(v) inclusive (the amount of such deficiency being a “Deficiency Claim Amount”), then on the Business Day immediately preceding the related Payment Date (the “Deficiency Claim Date”), the Trustee shall deliver to the Majority Noteholder and the Servicer, by hand delivery, electronic or facsimile transmission, a written notice (a “Deficiency Notice”) specifying the Deficiency Claim Amount for such Payment Date which identifies the portion of the Deficiency Claim Amount allocable to each item in subclauses (i), (ii), (iii), (iv) and (v) of Section 5.6(b). The Trustee shall withdraw an amount equal to such Deficiency Claim Amount from the Reserve Account (to the extent of funds on deposit therein), for deposit in the Collection Account on the related Payment Date; provided that in applying amounts withdrawn from the Reserve Account, the Trustee shall apply the portion of the Reserve Account consisting of subclause (i) of the Cash Reserve Amount solely to the payment of all reasonable and documented out of pocket expenses (including accountants fees incurred in connection with delivering the Accountant’s Report hereunder and any Backup Servicer Fees payable to the Backup Servicer in the event of a termination in accordance with Section 4.15 hereof), indemnities and transition costs (including reasonable attorney’s fees and expenses) incurred by the Trustee or the Backup Servicer.

(c) Any Deficiency Notice shall be delivered by 10:00 a.m., New York City time, on the Deficiency Claim Date. The amounts distributed to the Trustee pursuant to a Deficiency Notice shall be deposited by the Trustee into the Collection Account pursuant to Section 5.5 and 5.6.

(d) Following the Facility Termination Date, all amounts, or any portion thereof, on deposit in the Reserve Account will be deposited into the Collection Account for distribution pursuant to Section 5.6.

(e) On any Payment Date prior to the Facility Termination Date on which, after all distributions required to be made on such Payment Date pursuant to Section 5.6(b) have been made, the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount, the Trustee shall withdraw such excess and distribute the same to the Purchaser or its designee in accordance with Section 5.6(b)(xv).

Section 5.5. Additional Deposits. On each Funding Date, the Purchaser shall deposit or cause to be deposited in the Collection Account the aggregate Purchase Price with respect to Purchased Receivables. All such deposits shall be made, in immediately available funds, on the Business Day preceding the related Determination Date. On the Deficiency Claim Date, the Trustee shall deposit in the Collection Account any amounts withdrawn from the Reserve Account pursuant to Section 5.4.

Section 5.6. Distributions.

(a) On each Determination Date, the Hedge Counterparty shall deposit into the Cap Distribution Account the amount, if any, required to be paid by it in accordance with the terms of the Hedge Agreement. On each Payment Date, the Trustee shall withdraw from the Cap Distribution Account and pay to the Noteholder an amount equal to the Noteholder’s Monthly Cap Distributable Amount. After making the payment to the Noteholder as described in the immediately preceding sentence, the Trustee shall deposit in the Collection Account any balance remaining in the Cap Distribution Account after giving effect to such payment.

(b) On each Payment Date prior to (x) the Facility Termination Date, (y) the occurrence and continuance of an Event of Default, or (z) the first date on which the Invested Amount of the Note is equal to or less than the product of (A) 20% and (B) the aggregate amount of Advances made under the Note (which shall not exceed $150,000,000) since the Closing Date, the Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) shall make the following deposits and distributions in the following order of priority from Available Funds on deposit in the Collection Account (inclusive of any amounts deposited in the Collection Account in accordance with Section 5.4(c)):

(i) to the payment of any taxes and filing or registration fees owed by the Purchaser, if any; provided that the amounts paid pursuant to this clause (i) on any Payment Date shall not exceed $1,000;

(ii) to the Backup Servicer and the Trustee, prorata, (A) to the Backup Servicer, the Backup Servicing Fee and any due and unpaid Backup Servicing Fees from prior Accrual Periods; and (B) to the Trustee, the Trustee Fees and any due and unpaid Trustee Fees from prior Accrual Periods;

(iii) to the Hedge Counterparty, amounts scheduled to be paid to such Hedge Counterparty in accordance with the terms of the Hedge Agreements, exclusive of any Hedge Counterparty Termination Fees;

(iv) to the Servicer (A) the Servicing Fee, (B) unpaid Servicing Fees from prior Accrual Periods, (C) reimbursements which the Servicer is entitled to receive pursuant to Section 5.2 and the Backup Servicer Fee Letter, (D) reimbursements which the Servicer is entitled to receive in an amount not to exceed $4,000 for costs incurred in connection with the repossession or repair of Financed Equipment in accordance with Section 4.3 hereof, and (E) all fees, expenses and other amounts paid by Obligors on the Receivables other than Scheduled Receivable Payments and other payments in respect of interest or principal on Receivables;

(v) to the Note Distribution Account, the Noteholder’s Interest Distributable Amount for such Accrual Period;

(vi) to the Note Distribution Account, the Noteholder’s Principal Distributable Amount for such Accrual Period;

(vii) to the Trustee, for deposit in the Reserve Account, an amount equal to the excess of (A) the Required Reserve Account Amount for such Payment Date over (B) the amount on deposit in the Reserve Account;

(viii) to the Noteholder, the Unused Facility Fee for such Payment Date;

(ix) to the Note Distribution Account, amounts payable to the Noteholder as increased costs and expenses pursuant to the Note Purchase Agreement, including without limitation, amounts due pursuant to Sections 3.03, 3.04 and 3.05 of the Note Purchase Agreement;

(x) to the Hedge Counterparty, an amount equal to any Hedge Counterparty Termination Fees payable to the Hedge Counterparty for such Accrual Period;

(xi) to any successor Servicer, any servicing fees in excess of the Servicing Fee, any expenses not paid pursuant to (iv) above and, to the extent not previously paid by the predecessor Servicer pursuant to this Agreement or pursuant to Section 5.6(b)(iv) above, reasonable transition expenses incurred in becoming the successor Servicer;

(xii) to the payment of any taxes and filing or registration fees to the extent not paid in clause (i) above;

(xiii) to the Backup Servicer and the Trustee, prorata, reasonable and documented out-of-pocket expenses (including counsel fees and expenses) for the current Accrual Period and prior Accrual Periods, to the extent not paid from the Cash Reserve Amount;

(xiv) to the Servicer, amounts expended pursuant to Section 4.3 in connection with the repossession or repair of Financed Equipment to the extent not paid pursuant to Section 5.6(b)(iv)(D) above; and

(xv) to the Purchaser, any remaining Available Funds or if directed by the Purchaser, to the payment of principal on the Note.

(c) On each Payment Date following (x) the Facility Termination Date, (y) the occurrence and continuance of an Event of Default, or (z) the first date on which the Invested Amount of the Note is equal to or less than the product of (A) 20% and (B) the aggregate amount of Advances made under the Note (which shall not exceed $150,000,000) since the Closing Date, the Trustee (based upon the information contained in the Servicer’s Certificate delivered on the related Determination Date), shall make the following deposits and distributions, in the following order of priority from Available Funds on deposit in the Collection Account:

(i) to the payment of any taxes and filing or registration fees owed by the Purchaser, if any, provided that the amounts paid pursuant to this clause (i) on any Payment Date shall not exceed $1,000;

(ii) to the Backup Servicer and the Trustee, prorata, (A) to the Backup Servicer the Backup Servicing Fee, and any due and unpaid Backup Servicing Fees from prior Accrual Periods; and (B) to the Trustee, the Trustee Fees and any due and unpaid Trustee Fees from prior Accrual Periods ;

(iii) to the Hedge Counterparty, amounts scheduled to be paid to such Hedge Counterparty in accordance with the terms of the Hedge Agreements, exclusive of Hedge Counterparty Termination Fees;

(iv) to the Servicer, (A) the Servicing Fee, (B) unpaid Servicing Fees from prior Accrual Periods, (C) reimbursements which the Servicer is entitled to receive pursuant to Section 5.2 and the Backup Servicer Fee Letter, (D) reimbursements which the Servicer is entitled to receive in an amount not to exceed $4,000 for costs incurred in connection with the repossession or repair of Financed Equipment in accordance with Section 4.3 hereof and (E) all fees, expenses and other amounts paid by Obligors on the Receivables other than (i) Scheduled Receivable Payments and other payments in respect of interest or principal on Receivables and (ii) any fees or expenses related to any extension of the maturity of any Receivable;

(v) to the Note Distribution Account, the Noteholder’s Interest Distributable Amount for such Accrual Period (other than that portion of the Noteholder’s Interest Distributable Amount allocable to the Default Applicable Margin);

(vi) to the Note Distribution Account, the Noteholder’s Principal Distributable Amount for such Accrual Period;

(vii) to the Note Distribution Account, the portion of the Noteholder’s Interest Distributable Amount for such Interest Accrual Period allocable to the Default Applicable Margin;

(viii) to the Note Distribution Account, amounts payable to the Noteholder as increased costs and expenses pursuant to of the Note Purchase Agreement, including without limitation amounts due pursuant to Sections 3.03, 3.04 and 3.05 of the Note Purchase Agreement;

(ix) to the Hedge Counterparty, an amount equal to any Hedge Counterparty Termination Fees payable to the Hedge Counterparty for such Accrual Period;

(x) to any successor Servicer, any servicing fees in excess of the Servicing Fee, any expenses not paid pursuant to Section 5.6(c)(iv) above and, to the extent not previously paid by the predecessor Servicer pursuant to this Agreement, reasonable transition expenses or pursuant to (iv) above incurred in becoming the successor Servicer;

(xi) to the payment of any taxes and filing or registration fees to the extent not paid in clause (i) above;

(xii) to the Backup Servicer and the Trustee, prorata, reasonable and documented out-of-pocket expenses (including counsel fees and expenses) for the current Accrual Period and prior Accrual Periods, to the extent not paid from the Cash Reserve Amount;

(xiii) to the Servicer, amounts expended pursuant to Section 4.3 in connection with the repossession or repair of Financed Equipment to the extent not paid pursuant to Section 5.6(c)(iv)(D) above; and

(xiv) to the Purchaser, any remaining Available Funds or if directed by the Purchaser, to the payment of principal on the Note.

(d) In the event that the Collection Account is maintained with a Qualified Institution other than the Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Section 5.6 on the related Payment Date.

Section 5.7. Note Distribution Account.

(a) On each Payment Date (based solely on the information contained in the Servicer’s Certificate), the Trustee shall distribute all amounts on deposit in the Note Distribution Account to the Noteholder in respect of the Note to the extent of amounts due and unpaid on the Note for principal and interest in the following amounts and in the following order of priority:

(i) to the Noteholder, the Noteholder’s Interest Distributable Amount; provided that if there are not sufficient funds in the Note Distribution Account to pay the entire amount of interest then due on the Note, the amount in the Note Distribution Account shall be applied to the payment of such interest pro rata among the Holders of the Note;

(ii) to the Noteholder, in reduction of the Invested Amount, the Noteholder’s Principal Distributable Amount to pay principal on the Note until the outstanding principal amount of the Note has been reduced to zero;

(iii) to the Noteholder, increased costs and expenses due pursuant to Section 3.03, 3.04 and 3.05 of the Note Purchase Agreement; and

(iv) to the Noteholder, any other amounts then due the Noteholder pursuant to the Basic Documents.

(b) On each Payment Date, the Trustee shall provide or make available electronically at its website “www.jpmorgan.com/sfr” (or, upon written request, by first class mail or facsimile) to the Noteholder the statement or statements provided to the Trustee by the Servicer pursuant to Section 5.8 hereof on such Payment Date; provided, however, the Trustee shall have no obligation to provide such information described in this Section 5.7(b) until it has received the requisite information from the Servicer.

Section 5.8. Statements to the Noteholder.

(a) On the Determination Date (in accordance with Section 4.9), the Servicer shall provide to the Trustee, the Rating Agencies and the Majority Noteholder, a copy of the Servicer’s Certificate setting forth at least the following information with respect to the related Accrual Period:

(i) the amount of such distribution allocable to principal on the Note;

(ii) the amount of such distribution allocable to interest on the Note;

(iii) the amount, if any, of such distribution payable from amounts withdrawn from the Reserve Account, with an indication of the amount deducted from the Cash Reserve Amount;

(iv) the Aggregate Principal Balance of the Receivables as of the close of business on the last day of the preceding Accrual Period;

(v) the aggregate outstanding principal amount of the Note after giving effect to the payments to be made on the Note on the related Payment Date;

(vi) (A) the Discounted Eligible Receivable Balance, (B) the Aggregate Concentration Adjustment Amount, (C) the Aggregate Principal Balance of Defaulted Receivables and (D) the LTV Adjustment Amount, each as of the last day of the preceding Accrual Period;

(vii) the amount of the Servicing Fee to be paid to the Servicer with respect to the related Accrual Period, and the amount of any unpaid Servicing Fees and the change in such amount from the prior Payment Date;

(viii) the amount of the Backup Servicing Fee and the Trustee Fee paid to the Backup Servicer and the Trustee, respectively, with respect to the related Accrual Period, and the amount of any unpaid Backup Servicing Fees and Trustee Fees and the change in such amounts from the prior Payment Date;

(ix) the Noteholder’s Interest Carryover Shortfall and the Noteholder’s Principal Carryover Shortfall, if any;

(x) the number of Receivables and the aggregate delinquent amounts thereon, including unearned finance and other charges, with respect to which the related Obligors are delinquent in making Scheduled Receivable Payments for (A) 1 to 30 days, (B) 31 to 60 days, and (C) 61 to 90 days, in each case as of the last day of the related Accrual Period;

(xi) the amount of aggregate Realized Losses, if any, for the related Accrual Period;

(xii) the number of, and the aggregate Purchase Amounts for, Receivables, if any, that were repurchased during the related Accrual Period and summary information as to losses and delinquencies with respect to the Receivables as of the end of the related Accrual Period; and

(xiii) the cumulative amount of Realized Losses from the initial Cutoff Date to the last day of the related Accrual Period.

(b) Within 60 days after the end of each calendar year, commencing February 28, 2006, the Servicer shall deliver to the Trustee, and the Trustee shall, provided it has received the necessary information from the Servicer, promptly thereafter furnish to the Noteholder (a) a report (prepared by the Servicer) as to the aggregate of the amounts reported pursuant to subclauses (i), (ii), (iv), (vi), (vii)(vii), (ix), (x), (xi), (xii) and (xiii) of Section 5.8(a) for such preceding calendar year, and (b) such information as may be reasonably requested by the Noteholder or required by the Code and regulations thereunder, to enable the Noteholder to prepare its Federal and State income tax returns. The obligation of the Trustee set forth in this paragraph shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Servicer to the Noteholder pursuant to any requirements of the Code.

(c) The Trustee may make available to the Noteholder and the Rating Agencies through the Trustee’s internet website, all statements described herein and, with the consent or at the direction of the Seller, such other information regarding the Note and/or the Receivables as the Trustee may have in its possession, but such information shall only be accessible with the use of a password provided by the Trustee. The Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. The Trustee’s internet website shall be initially located at www.jpmorgan.com/sfr.com or at such other address as shall be specified by the Trustee from time to time in writing to the Majority Noteholder. In connection with providing access to the Trustee’s internet website, the Trustee may require registration and the acceptance of a reasonable disclaimer. The Trustee shall not be liable for the dissemination of information in accordance with this Agreement.

Section 5.9. Ineligible Receivables. The Seller may at any time repurchase Ineligible Receivables and Receivables in excess of the Aggregate Concentration Adjustment Amount from the Purchaser at a price equal to the discounted value of the remaining payments on such Receivables using the Portfolio Discount Rate (the “Repurchase Price”) provided that no Borrowing Base Deficiency shall exist after giving effect to any such repurchase. Upon receipt of the Repurchase Price in respect of any Receivable to be repurchased hereunder and written instructions from the Servicer, the Custodian shall release to the Seller or its designee the related Receivable File and Other Conveyed Property and shall execute and deliver all instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Custodian and necessary or desirable to vest in the Seller or such designee title to such Receivables.

Section 5.10. Confidentiality. The Trustee, the Note Purchaser, the Collateral Agent, the Custodian and the Back-Up Servicer shall maintain the confidentiality of the Information (as defined below) and shall not use the Information except for purposes relating directly to the Basic Documents and the transactions contemplated hereby, except that Information may be disclosed by such parties (a) to the other parties to the Basic Documents to the extent described in the Basic Documents, (b) to their Affiliates’ directors, officers, employees, auditors and agents including accountants, rating agencies, credit enhancers, legal counsel and other advisors whom they determine need to know such Information in connection with matters relating directly to the performance of their duties under the Basic Documents and the transactions contemplated hereby and thereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall be instructed to keep such Information confidential in accordance with the restrictions set forth in this Section 5.10 and the Trustee, the Note Purchaser, the Collateral Agent, the Custodian and the Backup Servicer as applicable shall be responsible for breach of this Section 5.10 by any of them), (c) to the extent required by applicable law or regulation or upon order of any court, administrative agency of competent jurisdiction or regulatory authority (including any self-regulatory authority) to the extent required by such order and not effectively stayed on appeal or otherwise, or as otherwise required by law; provided, prior to any disclosure under this clause (c), the recipient of the request for such disclosure shall (unless otherwise required by applicable law) give the Originator and the Majority Noteholder not less than five (5) Business Days’ prior notice (or such shorter period as may, in the good faith discretion of the recipient, be reasonable under the circumstances or may be required by any court or agency under the circumstances), specifying the Information involved and stating such recipient’s intention to disclose such Information (including the manner and extent of such disclosure) in order to allow the Originator and the Majority Noteholder an opportunity to seek an appropriate protective order, (d) in connection with the exercise of any remedies hereunder or under any other Basic Document or any action or proceeding relating to this Agreement or any other Basic Document or the enforcement of rights hereunder or thereunder, (e) subject to an agreement in writing to be bound by the provisions of this Section 5.10, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Originator or the Note Purchaser and their obligations under this Agreement or any other Basic Document, (f) with the written consent of an affected Gehl Party or an Obligor, as applicable, referencing this Section 5.10, or (g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 5.10 or (y) becomes available to the Trustee on a nonconfidential basis from a source other than an Obligor, any Gehl Party, the Note Purchaser or any other party to a Basic Document. For purposes of this Section 5.10, “Information” means all information received from or on behalf of an Obligor, the Servicer or any Gehl Party relating to an Obligor, Servicer or any Gehl Party or any of their respective businesses, financial condition or prospects, other than any such information that is available on a nonconfidential basis prior to disclosure by an Obligor, the Servicer, or any Gehl Party from a source which is not, to the knowledge of the recipient, prohibited from disclosing such information by a confidentiality agreement or other legal or fiduciary obligation to an Obligor, Servicer or any Gehl Party. Any Person required to maintain the confidentiality of Information as provided in this Section 5.10 shall be considered to have complied with its obligation to do so if such Person has taken normal and reasonable precautions and exercised due care to maintain the confidentiality of such Information.

ARTICLE VI

THE PURCHASER

Section 6.1. Representations of Purchaser. The Purchaser makes the following representations to the Seller, the Trustee and the Note Purchaser on which the Note Purchaser shall be deemed to have relied in purchasing the Note. The representations speak as of the execution and delivery of this Agreement and as of each Funding Date, and shall survive the sale of the Receivables to the Purchaser and the pledge thereof to the Trustee pursuant to the Indenture.

(a) Organization and Good Standing. The Purchaser has been duly formed and is validly existing as a limited liability company solely under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware.

(b) Due Qualification. The Purchaser 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 shall require such qualifications or where failure to be so qualified may have an adverse affect on the Purchaser, any of the Receivables or the Noteholder.

(c) Power and Authority. The Purchaser has the power (limited liability and other) and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its terms and their terms, respectively; the Purchaser has full power and authority to acquire own and pledge the Collateral to be pledged to the Trustee by it pursuant to the Indenture and has duly authorized such pledge to the Trustee by all necessary limited liability company action; and has the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and the execution, delivery and performance of this Agreement and the Basic Documents to which the Purchaser is a party has been duly authorized by the Purchaser by all necessary action.

(d) Binding Obligations. This Agreement and the other Basic Documents to which the Purchaser is a party, when duly executed and delivered by each party hereto and thereto, shall constitute legal, valid and binding obligations of the Purchaser enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, 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 the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or the limited liability company agreement of the Purchaser, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Purchaser 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 the Basic Documents, or violate any applicable law, order, rule or regulation of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser or any of its properties.

(f) No Proceedings. There are no proceedings or investigations pending or, to the Purchaser’s knowledge, threatened against the Purchaser, before any regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties (A) asserting the invalidity of this Agreement, the Note or any of the Basic Documents, (B) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) relating to the Purchaser and which could reasonably be expected to adversely affect the federal or state income, excise, franchise or similar tax attributes of the Note.

(g) No Consents. No consent, approval, authorization or order of or declaration or filing with any governmental authority is required to be made or obtained by the Purchaser in connection with the issuance or sale of the Note or the consummation of the other transactions contemplated by this Agreement, except such as have been duly made or obtained or as may be required by the Basic Documents.

(h) Tax Returns. The Purchaser has filed when due all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by it, to the extent that such taxes have become due. Any taxes, fees and other governmental charges payable by the Purchaser in connection with consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Purchaser is a party and the fulfillment of the terms of this Agreement and the other Basic Documents to which the Purchaser is a party have been, or will be, paid when due.

(i) No Broker. Purchaser has not dealt with any broker, investment banker, agent, or other Person who may be entitled to any commission or compensation in connection with the sale of Receivables.

(j) Investment Company. Purchaser 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, that is required to be registered as such under such Act.

(k) Litigation. There is no action, proceeding or investigation pending with respect to which Purchaser has received service of process and to the best knowledge of Purchaser, there is no such action, suit, proceeding or investigation threatened in writing against Purchaser or its assets the outcome of which, in Purchaser’s good faith judgment, could reasonably be expected to have a material adverse effect on the validity of any of the Basic Documents or any material action taken or to be taken in connection with the obligations of Purchaser under any of the Basic Documents.

ARTICLE VII

THE SELLER

Section 7.1. Representations of Seller. The Seller makes the following representations on which the Purchaser is deemed to have relied in acquiring the Receivables and on which the Note Purchaser are deemed to have relied in purchasing the Note. The representations speak as of the execution and delivery of this Agreement, as of the Closing Date and as of each Funding Date, and shall survive the sale of the Receivables to the Purchaser and the pledge thereof by the Purchaser to the Trustee pursuant to the Indenture.

(a) Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company solely under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware.

(b) Due Qualification. The Seller 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 of property or the conduct of its business (including the sale of the Receivables as required by this Agreement) shall require such qualification or where the failure to be so qualified could reasonably be expected to have a material adverse affect on the Purchaser, the Noteholder or the Receivables.

(c) Power and Authority. The Seller has the power (limited liability company and other) and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out its terms and their terms, respectively; the Seller has full power and authority to acquire, own, sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with the Purchaser by it and has duly authorized such sale and assignment to the Purchaser by all necessary limited liability company action; and has the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted; and the execution, delivery and performance of this Agreement and the Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate or limited liability company action.

(d) Valid Sale; Binding Obligations. This Agreement effects a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Purchaser, enforceable against the Seller and creditors of and purchasers from the Seller; and this Agreement and the Basic Documents to which the Seller is a party, when duly executed and delivered by each party hereto and thereto, shall constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms, except as enforceability may be limited, by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, 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 the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents does not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the 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 the Basic Documents, or violate any applicable law, order, rule or regulation of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

(f) No Proceedings. There are no suits, actions, proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement, the Note or any of the Basic Documents, (B) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect (x) the performance by the Seller of its obligations under, or the validity or enforceability of, the Receivables or the Conveyed Property, this Agreement, the Note or any of the other Basic Documents or (y) any action to be taken in connection with the obligations of the Seller under any of the Basic Documents, or (D) relating to the Seller and which could reasonably be expected to adversely affect the federal or state income, excise, franchise or similar tax attributes of the Note.

(g) No Consents. No consent, approval, authorization or order of or declaration or filing with any governmental authority is required to be made or obtained by the Seller in connection with the issuance or sale of the Note or the consummation of the other transactions contemplated by this Agreement and the Basic Documents, except such as have been duly made or obtained.

(h) Financial Condition. The Seller has a positive net worth and is able to and does pay its liabilities as they mature. The Seller is not in default under any obligation to pay money to any Person except for matters being disputed in good faith which do not involve an obligation of the Seller on a promissory note. The Seller will not use the proceeds from the transactions contemplated by the Basic Documents to give any preference to any creditor or class of creditors, and this transaction will not leave the Seller with remaining assets which are unreasonably small compared to its ongoing operations.

(i) Solvency; Fraudulent Conveyance. Both before and after giving effect thereto, Seller is solvent and will not be rendered insolvent as the result of entering into any transaction contemplated by this Agreement or any of the Basic Documents to which it is a party and, after giving effect to the transactions contemplated hereby and thereby will not be left with an unreasonably small amount of capital with which to engage in its business. Seller does not intend to incur, nor does it believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Seller or any of its assets. The amount of consideration being received by Seller upon the sale of the Receivables to Purchaser constitutes reasonably equivalent value and fair consideration for such Receivables. Seller is not transferring any Receivables with any intent to hinder, delay or defraud any of its creditors.

(j) Certificate, Statements and Reports. The officer’s certificates, statements, reports and other documents prepared by Seller and furnished by Seller to the Purchaser, the Trustee or the Noteholder pursuant to this Agreement or any other Basic Document to which it is a party, and in connection with the transactions contemplated hereby or thereby, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

(k) Legal Counsel, etc. Seller consulted with its own legal counsel and independent accountants (which may be counsel and accountants for the Originator) to the extent it deems necessary regarding the tax, accounting and regulatory consequences of the transactions contemplated hereby, Seller is not participating in such transactions in reliance on any representations of any other party, their affiliates or their counsel with respect to tax, accounting and regulatory matters.

(l) No Default. The Seller is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in, and is not otherwise in default under (i) any law or statute applicable to it, including, without limitation, any Consumer Law, (ii) any judgment, decree, writ, injunction, order, award or other action of any court or governmental authority or arbitrator or any order, rule or regulation of any federal, state, county, municipal or other governmental or public authority or agency having or asserting jurisdiction over it or any of its properties or (iii) (x) any indebtedness or any instrument or agreement under or pursuant to which any such indebtedness has been, or could be, issued or incurred or (y) any other instrument or agreement to which it is a party or by which it is bound or any of its properties is affected, including, without limitation, the Basic Documents, which with respect to the foregoing either individually or in the aggregate, (A) could reasonably be expected to result in a Material Adverse Change with respect to the Seller, or in any impairment of the right or ability of the Seller to carry on its business substantially as now conducted or (B) could reasonably be expected to materially and adversely affect the Seller’s performance of its obligations hereunder, or the validity or enforceability of this Agreement or the Basic Documents.

(m) No Broker. Seller has not dealt with any broker, investment banker, agent, or other Person who may be entitled to any commission or compensation in connection with the sale of Receivables.

(n) Investment Company. 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, that is required to be registered as such under such Act.

(o) Taxes. The Seller has filed when due all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by it, to the extent that such taxes have become due (other than taxes, the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Seller). Any taxes, fees and other governmental charges payable by the Seller in connection with consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of the terms of this Agreement and the other Basic Documents to which the Seller is a party have been paid or will be paid when due.

(p) Chief Executive Office. The Seller hereby represents and warrants that the Seller’s principal place of business and chief executive office is 143 Water Street, West Bend, WI 53095 and shall not be moved without thirty (30) days prior written notice to the Majority Noteholder. The initial Seller hereby represents that its legal name is as set forth in the first paragraph of this Agreement and its organizational identification number is 3904262.

Section 7.2. Additional Covenants of the Seller and Originator.

(a) Changes to Originator’s Underwriting Practices and Procedures. In accordance with Section 4.1 hereof, the Originator covenants that it will not consent to any material changes to the Originator’s Underwriting Practices and Procedures, or its classification of Obligors unless (i) the Majority Noteholder expressly consents in writing prior to any changes which may adversely affect the enforceability, value or collectability of the Receivables (such consent not to be unreasonably withheld) and (ii) prior to giving effect to any such changes, the Rating Agency Condition is satisfied. If the Originator’s Underwriting Practices and Procedures are reduced to writing after the date hereof, Originator agrees to deliver a copy of the Originator’s Underwriting Practices and Procedures to the Purchaser in draft form prior to publication thereof and thereafter, not less than every 180 days. The Majority Noteholder reserves the right to object to any proposed provision of the Originator’s written Underwriting Practices and Procedures which the Majority Noteholder believes to be materially at variance with the origination procedures previously employed by the Originator and which the Majority Noteholder believes may reasonably be expected to materially and adversely affect the enforceability, value or collectability of the Receivables.

(b) Application of Dealer Reserve Amounts. With respect to any Financed Equipment which has been repossessed, the Servicer hereby covenants and agrees that upon the remarketing and sale of such Financed Equipment, the Servicer shall promptly deposit into the Collection Account an amount equal to the lesser of (i) such amounts as would historically be applied by the Originator as Dealer Reserve Amounts to reduce the loss in accordance with the Servicer’s past practices and (ii) the aggregate amount of any losses, delinquencies and other shortfalls incurred with respect to the related Receivable and other credit losses sustained with respect to the related Obligor.

(c) Cross Collateralized Contracts. With respect to any series of Contracts owned by the Originator or the Seller and executed by the same Obligor (where one or more of such Contracts constitutes part of the Receivables and one or more of which is retained by the Originator or the Seller) which contain one or more “cross-collateralization” or similar provisions, the effect of which is to provide that the equipment or other assets financed thereunder may serve as security for any other obligation of such Obligor (such Contracts, the “Cross Collateralized Contracts”) the Originator and the Seller hereby disclaim any right, title or interest in or to any Financed Equipment related to Receivables sold hereunder and under the Purchase and Sale Agreement, and, to the extent the Originator or the Seller is deemed to have any interest in any such Financed Equipment based on the operation of such provisions, the Originator and the Seller, as applicable hereby subordinate any interest they may have in such Financed Equipment to the claims or rights of the Issuer and the Trustee on behalf of the Noteholder with respect to such Financed Equipment. In addition, the Originator and the Seller agree not to sell any Contract owned by the Originator or the Seller which is part of a series of Contracts executed by the same obligor which contain one or more “cross-collateralization” or similar provisions as described above, without first securing the written agreement (in form and substance satisfactory to the Note Purchaser) of the party to whom such Contract is to be sold which shall provide that: (i) such purchaser shall disclaim any right, title or interest in or to any Financed Equipment related to any Receivables sold hereunder or under the Purchase and Sale Agreement, (ii) to the extent such purchaser is deemed to have any interest in any such Financed Equipment, such purchaser shall have agreed to subordinate its interest in such Financed Equipment to the claims or rights of the Issuer and the Trustee on behalf of the Noteholder with respect to such Financed Equipment and (iii) such purchaser shall further covenant that any agreement governing a subsequent sale of such Contract shall contain a provision requiring all subsequent purchasers to provide a disclaimer acknowledgement and a subordination agreement substantially similar to those set forth in subclauses (i) and (ii) of this paragraph.

Section 7.3. Separate Existence of the Seller. During the term of the Indenture, the Seller shall observe the applicable legal requirements for the recognition of the Seller as a legal entity separate and apart from its Affiliates, including as follows: (i) the Seller shall maintain business records and books of account separate from those of its Affiliates; (ii) except as otherwise provided in the Basic Documents, the Seller shall not commingle its assets and funds with those of its Affiliates; (iii) the Seller shall at all times hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from its Affiliates; (iv) all transactions and dealings between the Seller and its Affiliates will be conducted on an arm’s-length basis; and (v) the separateness requirements set forth in the legal opinion delivered on the Closing Date by Foley & Lardner LLP with respect to non-consolidation of the Seller and its Affiliates.

Section 7.4. Amendment of Seller’s Organizational Documents. The Seller shall not amend its organizational documents except in accordance with the provisions thereof and with the prior written consent of the Majority Noteholder.

Section 7.5. Other Agreements. The Seller shall not enter into any agreement that does not contain non-petition or limited recourse language with respect to the Seller.

Section 7.6. Change of Control. The Company will and shall at all times be the legal and beneficial owner of all of the issued and outstanding membership interests of the Seller.

Section 7.7. Liability of Originator; Indemnities.

(a) Subject to the limitation of remedies set forth in Section 3.3 hereof with respect to a breach of any representations and warranties contained in Section 3.2 hereof, the Originator shall indemnify the Seller, Purchaser, the Backup Servicer, the Trustee, the Note Purchaser, the Noteholders and their respective officers, directors, agents and employees for any costs (including reasonable fees and expenses of counsel), expenses, losses, damages, claims, judgments, settlements and other liabilities (collectively “Losses”), arising out of or resulting from the transactions contemplated by the Basic Documents or the breach by the Originator or any Gehl Party of any provision of any Basic Document, including without limitation, the representations, warranties and covenants made by the Gehl Parties in the Basic Documents.

(b) The Originator shall indemnify, defend and hold harmless the Seller, the Purchaser, the Backup Servicer, the Trustee, the Noteholder and their respective officers, directors, agents and employees from and against any and all Losses, arising out of or resulting from (i) the ownership by the Seller, the Purchaser, or any of their agents or subcontractors, of any Financed Equipment, (ii) the failure of the Seller, the Originator or any Dealer to comply with any federal, state or local law (including any Consumer Law) which governs the origination, servicing or sale of any Financed Equipment or which imposes an obligation to obtain any license or complete any registration or filing or satisfy any other administrative requirement in connection with the origination, ownership, servicing or sale of any Financed Equipment, (iii) any reduction in the proceeds of the Receivables available to the Purchaser caused in whole or in part by the commingling of collections on the Receivables by any Gehl Party at any time with other funds, and (iv) an uninsured loss resulting from any Casualty with respect to Financed Equipment to the extent the Servicer did not enforce the Obligor’s duty to obtain insurance coverage for such Financed Equipment in accordance with the terms of the Contract.

(c) The Originator shall indemnify, defend and hold harmless the Seller, the Purchaser, the Backup Servicer, the Trustee, the Noteholder and their respective officers, directors, agents and employees 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 and any of the Basic Documents (except any income taxes or franchise taxes with respect to the Noteholder and with respect to the Trustee and the Backup Servicer arising out of fees paid to the Trustee and the Backup Servicer and except any taxes to which the Trustee may otherwise be subject), including without limitation any sales, gross receipts, general corporation, limited liability company, tangible personal property, privilege or license taxes (but, in the case of the Purchaser, not including any taxes asserted with respect to federal or other income taxes or franchise taxes arising out of distributions on the Note or otherwise) and costs and expenses arising out of or incurred in defending against the same.

(d) The Originator shall indemnify, defend and hold harmless the Seller, the Purchaser, the Backup Servicer, the Trustee, the Noteholder and their respective officers, directors, agents and employees from and against any Losses incurred by reason of (i) the Originator or the Servicer’s willful malfeasance, bad faith or negligence in the performance of their duties under any Basic Document, or by reason of reckless disregard of their obligations and duties under any Basic Document and/or (ii) any violation of Federal or state securities laws by the Purchaser in connection with the offering and sale of the Note to the extent such violation arises from any information provided by the Originator or the Servicer to the Purchaser for use in marketing the Notes.

(e) The Originator shall indemnify, defend and hold harmless the Trustee and the Backup Servicer and their officers, directors, employees and agents from and against any and all Losses arising out of, or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents, except to the extent that such cost, expenses, loss, claim, damage or liability shall be due to the willful malfeasance, bad faith or negligence (except for errors in judgment) of the Trustee or the Backup Servicer.

Indemnification under this Section shall survive the resignation or removal of the Servicer or the Trustee (with respect to claims arising prior to the date of such resignation or removal of the Servicer or Trustee) and the termination of this Agreement or the Indenture, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Originator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Originator, without interest. Any party seeking indemnification under this Section 7.7 (an “Originator Indemnified Party”) shall promptly notify the Originator in writing of the assertion of any claim or the discovery of any fact upon which the party seeking indemnification intends to base a claim for indemnification hereunder. With respect to any claim made by a third party against which an Originator Indemnified Party is seeking indemnification hereunder, the Originator shall have the right, at its own expense, to participate in or assume the defense thereof from the party seeking indemnification, so long as the Originator acknowledges its indemnification obligation to the applicable Originator Indemnified Party and such party shall fully cooperate with the Originator subject to reimbursement for actual out-of-pocket expenses incurred as a result of such request by the Originator; provided, however, that the Originator may not, without the prior written consent of the Majority Noteholder and the Purchaser, effect any settlement of any pending or threatened proceeding in respect of which a Noteholder or the Purchaser is or could have been a party or in respect of which indemnity could have been sought by either the Majority Noteholder or the Purchaser hereunder. The Originator may not, without the prior written consent of the Trustee or the Backup Servicer as applicable, effect any settlement of any pending or threatened proceeding in respect of which the Trustee or the Backup Servicer, as the case may be, is or could have been a party and in respect of which indemnity could have been sought by either the Trustee or the Backup Servicer hereunder, as applicable. If the Originator does not elect to assume control or otherwise participate in the defense of any third-party claim after receipt of notice thereof from the Originator Indemnified Party, the Originator, in the absence of gross negligence or willful misconduct on the part of the Originator Indemnified Party shall be bound by the results obtained by the Originator Indemnified Party with respect to such claim.

Notwithstanding any provision of this Section 7.7 or any other provision of this Agreement, nothing herein shall be construed as to require any Gehl Party which provides indemnification hereunder to provide any indemnification hereunder or under any other Basic Document for any Losses incurred in connection with credit losses with respect to the Receivables or the Financed Equipment.

Section 7.8. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Seller shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of Seller contained in this Agreement. Any corporation or other entity (i) into which Seller may be merged or consolidated, (ii) resulting from any merger or consolidation to which Seller shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of Seller, or (iv) succeeding to the business of Seller, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of Seller under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release Seller from any obligation. Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustee, the Noteholder and each Rating Agency. Notwithstanding the foregoing, Seller shall not merge or consolidate with any other Person or permit any other Person to become a successor to Seller’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached (for purposes hereof, such representations and warranties shall be deemed made as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing, (y) Seller shall have delivered to the Trustee, the Rating Agencies and the Noteholder an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) Seller shall have delivered to the Trustee, the Rating Agencies and the Noteholder an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to preserve and protect the interest of the Purchaser and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

Section 7.9. Limitation on Liability of Seller and Others. The Seller and any director or officer or employee or agent of the Seller 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 any Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

ARTICLE VIII

THE SERVICER

Section 8.1. Representations of Servicer. The Servicer makes the following representations on which the Purchaser is deemed to have relied in acquiring the Receivables and on which the Noteholder is deemed to have relied in purchasing the Note. The representations are made as of the execution and delivery of this Agreement and as of the Closing Date, in the case of Receivables conveyed on the Closing Date, and as of the applicable Funding Date, in the case of Receivables conveyed on such Funding Date, and shall survive the sale of the Receivables to the Purchaser and the pledge thereof to the Trustee pursuant to the Indenture.

(a) Organization and Good Standing. The Servicer has been duly organized and is validly existing as a corporation under the laws of the State of Wisconsin.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation 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 the servicing of the Receivables as required by this Agreement) requires or shall require such qualification except where the failure to so qualify or obtain such licenses or consents could not reasonably be expected to result in a material adverse effect with respect to it or to the Receivables.

(c) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party have been duly authorized by the Servicer by all necessary corporate action and the Servicer has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and as such business is presently conducted, and had at all relevant times, and shall have, the power, authority and legal right to acquire, own and service the Receivables.

(d) Binding Obligation. This Agreement and the Basic Documents to which the Servicer is a party shall constitute legal, valid and binding obligations of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, 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 the Basic Documents to which to the Servicer is a party, and the fulfillment of the terms of this Agreement and the Basic Documents to which the Servicer 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 articles of incorporation or bylaws of the Servicer, or any indenture, material agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound or any of its properties are subject, 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 the Basic Documents, or violate any law, order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties.

(f) No Proceedings. There are no suits, actions, proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, or (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect (x) the performance by the Servicer of its obligations under or the validity or enforceability of this Agreement, the Receivables, the Note or any of the Basic Documents or (y) any action to be taken by Servicer in connection with the obligations of the Servicer under any of the Basic Documents or (D) relating to the Servicer and which might reasonably be expected to adversely affect the federal or state income, excise, franchise or similar tax attributes of the Note.

(g) No Consents. No consent, approval, authorization or order of or declaration or filing (other than the Form 8-K to be filed by the Originator with the Securities and Exchange Commission in connection with the transactions contemplated by the Basic Documents) with any governmental authority is required to be made or obtained by the Servicer in connection with the execution, delivery and performance by the Servicer of this Agreement or the consummation of the Servicer’s duties as contemplated by this Agreement, except such as have been duly made or obtained or as may be required by the Basic Documents.

(h) Taxes. The Servicer has filed when due all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by it, to the extent that such taxes have become due (other than taxes, the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Servicer). Any taxes, governmental fees and other governmental charges payable by the Servicer in connection with consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Servicer is a party and the fulfillment of the terms of this Agreement and the other Basic Documents to which the Servicer is a party have been paid, or will be paid, when due.

(i) Chief Executive Office. The Servicer (so long as the Originator is the Servicer) hereby represents and warrants to the Trustee that the Servicer’s principal place of business and chief executive office is 143 Water Street, West Bend, WI 53095 and shall not be moved without thirty (30) days written notice to the Majority Noteholder. The initial Servicer hereby represents that its legal name is as set forth in the first paragraph of this Agreement and its organizational identification number is 1G01013.

(j) No Default. The Servicer is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in, and is not otherwise in default under (i) any law or statute applicable to its business as currently conducted, including, without limitation, any Consumer Law, (ii) any judgment, decree, writ, injunction, order, award or other action of any court or governmental authority or arbitrator or any order, rule or regulation of any federal, state, county, municipal or other governmental or public authority or agency having or asserting jurisdiction over it or any of its properties or (iii) (x) any indebtedness or any instrument or agreement under or pursuant to which any such indebtedness has been, or could be, issued or incurred or (y) any other instrument or agreement to which it is a party or by which it is bound or any of its properties is affected, including, without limitation, the Basic Documents, which either individually or in the aggregate, with respect to each of the foregoing, could reasonably be expected to result in a Material Adverse Change with respect to the Servicer, or in any impairment of the right or ability of the Servicer to carry on its business substantially as now conducted or could reasonably be expected to materially and adversely affect the validity or enforceability of this Agreement or any of the other Basic Documents.

Section 8.2. Liability of Servicer; Indemnities.

(a) The Servicer shall defend, indemnify and hold harmless the Purchaser, the Seller, the Trustee, the Backup Servicer, the Noteholder and their respective officers, directors, agents and employees from and against any and all Losses arising out of or resulting from the use, ownership, repossession or operation by the Servicer or any Subservicer, agent or sub-contractor of the Servicer of any Financed Equipment.

(b) The Servicer shall indemnify, defend and hold harmless the Seller, the Purchaser, the Backup Servicer, the Trustee, the Noteholder and their respective officers, directors, agents and employees from and against any and all Losses, arising out of or resulting from the failure of the Servicer to comply with any federal, state or local law (including any Consumer Law) which governs the servicing of any Financed Equipment or which impose an obligation to obtain any license, complete any registration or filing or satisfy any other administrative requirement in connection with the servicing or ownership of any Financed Equipment.

(c) The Servicer, so long as it is the Originator, shall indemnify, defend and hold harmless the Purchaser, the Seller, the Trustee, the Backup Servicer, the Noteholder, any successor servicer and their respective officers, directors, agents and employees from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, limited liability company, tangible personal property, privilege or license taxes (but not including any federal or other income or franchise taxes, including income or franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Purchaser, the pledge thereof to the Trustee or the issuance and original sale of the Note) and costs and expenses incurred in defending against the same.

(d) The Servicer shall indemnify, defend and hold harmless the Purchaser, the Seller, the Trustee, the Backup Servicer, the Noteholder and their respective officers, directors, agents and employees from and against any and all Losses to the extent that such Losses arose out of, or were imposed upon the Purchaser, the Seller, the Trustee, the Backup Servicer or the Noteholder as a result of the negligence, willful malfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard by the Servicer of its obligations and duties under this Agreement or as a result of a breach of any representation, warranty, covenant or other agreement made by the Servicer in this Agreement.

(e) The Originator shall indemnify, defend, and hold harmless the Trustee and the Backup Servicer from and against all Losses arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such cost, expense, loss, claim, damage or liability: (A) shall be due to the willful malfeasance, bad faith, or negligence (except for errors in judgment) of the Trustee or the Backup Servicer, as applicable or (B) relates to any tax other than the taxes with respect to which the Servicer shall be required to indemnify the Trustee or the Backup Servicer.

(f) Notwithstanding the foregoing, the Servicer shall not be obligated to defend, indemnify, and hold harmless the Noteholder for any Losses incurred by the Noteholder arising out of claims, complaints, actions and allegations relating to Section 406 of ERISA or Section 4975 of the Code as a result of the purchase or holding of Note by the Noteholder with the assets of a plan subject to such provisions of ERISA or the Code.

(g) For purposes of this Section 8.2, in the event of the termination of the rights and obligations of the Servicer (or any successor thereto pursuant to Section 8.3) pursuant to Section 9.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 9.2. The provisions of this Section 8.2(c) shall in no way affect the survival pursuant to Section 8.2(g) of the indemnification by the Servicer provided by Section 8.2(a).

Indemnification under this Section 8.2 shall survive the termination of this Agreement and any resignation or removal of the Originator as Servicer or any successor Servicer as Servicer (with respect to claims arising prior to the date of such resignation of removal) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest. Any party seeking indemnification under this Section 8.2 (a “Servicer Indemnified Party”) shall promptly notify the Servicer in writing of the assertion of any claim or the discovery of any fact upon which the party seeking indemnification intends to base a claim for indemnification hereunder. With respect to any claim made by a third party against which a Servicer Indemnified Party is seeking indemnification hereunder, the Servicer shall have the right, at its own expense, to participate in or assume the defense thereof from the party seeking indemnification, so long as the Servicer acknowledges its indemnification obligation to the applicable Servicer Indemnified Party and such party shall fully cooperate with the Servicer subject to reimbursement for actual out-of-pocket expenses incurred as a result of such request by the Servicer, provided, however, that the Servicer shall not effect any settlement of any pending or threatened proceeding in respect of which the Purchaser or the Noteholder is or could have been a party or indemnity could have been sought hereunder by the Purchaser or the Noteholder without the prior written consent of the Purchaser or the Majority Noteholder, as applicable; provided, further, however, that the Servicer shall not, without the prior written consent of the Trustee or the Backup Servicer, as applicable, effect the settlement of any pending or threatened proceeding in which the Trustee or the Backup Servicer are defendants and indemnity could have been sought hereunder by the Trustee or the Backup Servicer, as applicable. If the Servicer does not elect to assume control or otherwise participate in the defense of any third-party claim after receipt of notice thereof from the party seeking indemnification, the Servicer, in the absence of gross negligence or willful misconduct on the part of the party seeking indemnification, shall be bound by the results obtained by such party with respect to such claim.

Notwithstanding any provision of this Section 8.2 or any other provision of this Agreement, nothing herein shall be construed as to require the Servicer to provide any indemnification hereunder or under any other Basic Document for any costs, expenses, losses, claims, damages or liabilities arising out of, or incurred in connection with, credit losses with respect to the Receivables or the Financed Equipment.

Section 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer.

(a) The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any corporation or other entity (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Servicer from any obligation. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustee, the Noteholder and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 8.1 shall have been breached (for purposes hereof, such representations and warranties shall be deemed made as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing, (y) the Servicer shall have delivered to the Trustee, the Rating Agencies and the Noteholder an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) the Servicer shall have delivered to the Trustee, the Rating Agencies and the Noteholder an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Purchaser and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

(b) Any Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Section 8.4. Appointment of Subservicers. The Servicer shall be permitted to enter into agreements with collection agencies, attorneys and other professionals, experts, consultants and service providers (collectively the “Subservicers”) to assist the Servicer in the collection, repossession, refurbishing or liquidation of the Receivables or the Financed Equipment and the performance of any of its duties hereunder. The Servicer shall use due care in the selection of Subservicers and shall include a requirement in each agreement with a Subservicer that in the event such agreement is terminated, the Subservicer will deliver promptly to the Servicer all information in its possession related to the Receivables. No agreement with a Subservicer may require payment of a termination fee to the Subservicer in the event such agreement is terminated. No Subservicer shall, by virtue of any agreement with the Servicer, become the Servicer hereunder and the Servicer shall remain primarily responsible and primarily liable for the performance of all duties and obligations of the Servicer pursuant to this Agreement as if it alone were servicing the Receivables. The fees and expenses of each Subservicer shall be as agreed between the Servicer and such Subservicer and neither the Noteholder, the Purchaser nor the Seller shall have any responsibility therefor.

Section 8.5. Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and the Noteholder does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another Person or, (ii) in the case of the Backup Servicer, upon the prior written consent of the Noteholder. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trustee and the Noteholder. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Noteholder shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Noteholder shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section 8.5, the Backup Servicer may petition a court for its removal.

Section 8.6. Reporting Requirements. The Originator shall notify the Noteholder promptly of its filing with the Securities and Exchange Commission of (i) the consolidated balance sheet of the Servicer and its Subsidiaries as at the end of such fiscal year and (ii) the unaudited consolidated balance sheet of the Servicer and its Subsidiaries as at the end of each fiscal quarter and the related unaudited statements of earnings, stockholders equity and cash flows for the portion of the fiscal year through such fiscal quarter (and as to the statements of earnings for such fiscal quarter).

ARTICLE IX

DEFAULT

Section 9.1. Servicer Termination Events. For purposes of this Agreement, each of the following shall constitute a "Servicer Termination Event":

(a) Any failure by the Servicer or, for so long as the Originator or an Affiliate of the Originator is the Servicer, the Purchaser, to deliver any proceeds or payments required to be so delivered under this Agreement or any other Basic Document that continues unremedied for a period of two (2) Business Days (or one (1) Business Day with respect to payment of Purchase Amounts after written notice is received by the Servicer from the Trustee or the Noteholder or after discovery of such failure by a Executive Officer of the Servicer;

(b) Failure by the Servicer to deliver to the Trustee and the Noteholder, the Servicer’s Certificate by 12:00 noon New York City time on the second Business Day after the date such Servicer’s Certificate is required to be delivered;

(c) Failure on the part of the Servicer or, for so long as the Originator or an Affiliate of the Originator is the Servicer, the Purchaser, to duly observe or perform in any material respect any other covenants or agreements of the Servicer or, for so long as the Originator or an Affiliate of the Originator is the Servicer, the Purchaser, as the case may be, which failure materially and adversely affects the rights of the Noteholder and (other than covenants and agreements related to the merger of the Servicer and the perfection and maintenance of any security interest by the Servicer) continues unremedied for a period of thirty (30) days after the earlier of knowledge thereof by an Executive Officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Noteholder;

(d) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the Bankruptcy Code, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its properties or ordering the winding up or liquidation of the affairs of the Servicer or the commencement of an involuntary case under the Bankruptcy Code, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days;

(e) The commencement by the Servicer of a voluntary case under the Bankruptcy Code, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the assets of the Servicer of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors generally or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing;

(f) Any representation, warranty or statement of the Servicer made in this Agreement or any other Basic Document to which it is a party or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and within 30 days after the earlier of knowledge thereof by an Executive Officer of the Servicer or after written notice thereof shall have been given to the Servicer by the Trustee or the Noteholder the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured;

(g) If during any period hereafter, the average of the Delinquency Ratios for the last day of each of the preceding three Accrual Periods exceeds 7%;providedhowever that in the event that the Servicer is terminated after the occurrence of a Servicer Termination Event, the Backup Servicer, the Originator and the Note Purchaser shall negotiate in good faith to establish, within ninety (90) days of the Assumption Date, a new Delinquency Ratio with respect to the Receivables, which shall replace the Delinquency Ratio set forth in this subclause (g);

(h) The Loss Ratio exceeds 1.25% while the Originator is the Servicer;

(i) The Noteholder shall not have delivered (or been deemed to have delivered) a Servicer Extension Notice in accordance with Section 4.15;

(j) An Event of Default shall have occurred and be continuing while the Originator is Servicer;

(k) The Servicer Pool Loss Ratio shall equal or exceed 7.5% while the Originator is the Servicer; or

(l) The Servicer Delinquency Ratio shall equal or exceed 10% while the Originator is the Servicer.

In the event that the Servicer, Purchaser or Trustee gains knowledge of the occurrence of a Servicer Termination Event, the Servicer, Purchaser or Trustee, as applicable, shall promptly notify the Noteholder in writing of such occurrence; provided, that, the Servicer shall be deemed to satisfy such obligation upon its delivery of an Officer’s Certificate in accordance with Section 4.10 hereof.

Section 9.2. Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Noteholder by notice given in writing to the Servicer (with copies to the Trustee and the Backup Servicer) may terminate all of the rights and obligations of the Servicer under this Agreement. The outgoing Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Accrual Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Note or the Receivables and Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Noteholder under Section 9.3); provided, however, that the Backup Servicer or the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the Backup Servicer or the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer; provided, further, however that the Majority Noteholder shall provide the Backup Servicer with at least 5 days’ prior written notice of its appointment as successor servicer, which notice shall specify the date on which the Backup Servicer shall assume the obligations of the Servicer hereunder (the “Assumption Date”); provided, further, however, that the Majority Noteholder acknowledges that following the Assumption Date, a transition period which shall not exceed thirty (30) days, shall occur during which the Backup Servicer shall complete the transfer of all Receivables and servicing files and to implement the systems and procedures required to service the Receivables in accordance with servicing procedures and standards set forth herein and provided further that during the 30 day transition period referenced in this Section 9.2, the Backup Servicer’s liability for the performance of its duties hereunder shall be limited to those duties which the Backup Servicer has affirmatively undertaken during the transition period, notwithstanding the forgoing, at the end of the transition period, the Backup Servicer shall be responsible for the performance of all of the duties of the Servicer as described herein irrespective of the completeness of the transition of the servicing function at that time. The Backup Servicer or successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated 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 Receivables and the Other Conveyed Property and related documents to show the Purchaser as lienholder or secured party with respect to the Receivables, or otherwise. The terminated Servicer agrees to cooperate with the Backup Servicer or successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the Backup Servicer or successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files that shall at the time be held by the terminated Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the Backup Servicer or successor Servicer to service the Receivables and the Other Conveyed Property. Subject to Section 5.6(b), all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring any Receivable Files to the Backup Servicer or successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 9.2 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, and subject to Section 5.6(b) hereof, any Backup Servicer or successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer, and to the extent not so paid, such payment shall be made pursuant to Section 5.6 hereof. Upon receipt of notice of the occurrence of a Servicer Termination Event, the Trustee shall give notice thereof to the Rating Agencies and the Noteholder. If requested by the Noteholder, the successor Servicer shall terminate the Lockbox Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the Backup Servicer or the successor Servicer at the direction and expense of the Noteholder. The terminated Servicer shall grant the Trustee, the Backup Servicer or the successor Servicer and the Noteholder reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense during normal business hours as reasonably required to effectuate the efficient and complete transfer of the servicing function. Notwithstanding anything else herein to the contrary, in no event shall the Trustee be liable for any transition expenses, servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor servicer to act as successor Servicer. In no event shall the successor servicer be liable for the acts or omissions of the predecessor Servicer.

Section 9.3. Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2, upon non-extension of the servicing term as referred to in Section 4.15, or upon the resignation of the Servicer pursuant to Section 8.5, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of expiration and non-renewal of the term of the Servicer upon the expiration of such term, and, in the case of resignation, until the earlier of (x) the date 45 days from the delivery to the Trustee of written notice of such resignation in accordance with the terms of this Agreement and (y) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel; provided, however, that with respect to clause (x) above, the Servicer shall not be relieved of its duties, obligations and liabilities as Servicer until the Backup Servicer or a successor Servicer has assumed such duties, obligations and liabilities and the Rating Agency Condition shall have been satisfied.

(b) Notwithstanding the preceding sentence, if the Backup Servicer or any other successor Servicer shall not have assumed the duties, obligations and liabilities of Servicer within 45 days of the termination, non-extension or resignation described in this Section 9.3, the Servicer may petition a court of competent jurisdiction to appoint a successor servicer as the successor to the Servicer. Pending appointment as successor Servicer, Backup Servicer (or such other Person as shall have been appointed by the Noteholder) shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer (unless it is legally unable to do so) shall continue to act as Servicer until a successor has been appointed and accepted such appointment. In the event of termination of the Servicer, the Backup Servicer shall assume the obligations of Servicer hereunder on the Assumption Date and in the event that the Noteholder shall have determined that a Person other than the Backup Servicer shall be the successor Servicer in accordance with Section 9.2 or on the date of the execution of a written assumption agreement by such Person to serve as successor Servicer. Notwithstanding the Backup Servicer’s assumption of, and its agreement to perform and observe, certain of the duties, responsibilities and obligations of the Originator as Servicer, or any successor Servicer, under this Agreement arising on and after the Assumption Date, the Backup Servicer shall not be deemed to have assumed or to become liable for, or otherwise have any liability for any duties, responsibilities, obligations or liabilities of (i) the Servicer arising on or before the Assumption Date, whether provided for by the terms of this Agreement, arising by operation of law or otherwise, including, without limitation, any liability for any duties, responsibilities, obligations or liabilities of the Servicer arising on or before the Assumption Date under Section 4.7 or Section 8.2 of this Agreement, whether provided by the terms of this Agreement, arising by operation of law or otherwise, or (ii) under Section 8.2(a) or Section 8.2(e). Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, the Backup Servicer, the Trustee or the Noteholder may petition a court of competent jurisdiction to appoint any successor servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer (unless it is legally unable to do so) shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to Section 8.5, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.5. In no event shall the Trustee be required to act as successor Servicer or perform any duties of the successor Servicer hereunder.

(c) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder, provided however, that the Backup Servicer shall be entitled to the fees and expenses described in the Backup Servicer Fee Letter.

Section 9.4. Notification to the Noteholder. Upon any termination of, or appointment of a successor to, the Servicer, the Trustee shall give prompt written notice thereof to the Noteholder and to the Rating Agencies.

Section 9.5. Waiver of Past Defaults. The Noteholder may waive in writing any default by the Servicer in the performance of its obligations under this Agreement and the consequences thereof. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event 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 thereto. The Servicer shall give prompt written notice of such waiver to the Rating Agencies, the Backup Servicer, the Trustee and the Rating Agency Condition must have been satisfied prior to such waiver becoming effective.

Section 9.6. Action Upon Certain Failures of the Servicer. In the event that the Trustee shall have knowledge of any failure of the Servicer specified in Section 9.1 which would give rise to a right of termination under such Section upon the Servicer’s failure to remedy the same after notice, the Trustee shall give notice thereof to the Servicer and the Noteholder. For all purposes of this Agreement (including, without limitation, this Section 9.6), the Trustee shall not be deemed to have knowledge of any failure of the Servicer as specified in Section 9.1(c) through Section 9.1(h) unless notified thereof in writing by the Servicer or the Noteholder. The Trustee shall be under no duty or obligation to investigate or inquire as to any potential failure of the Servicer specified in Section 9.1.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1. Amendment.

(a) This Agreement may not be waived, amended or otherwise modified except in a writing signed by the parties hereto and the Majority Noteholder.

(b) Prior to the execution of any such amendment, waiver or consent, and prior to the effectiveness of such amendment, waiver or consent, the Trustee shall furnish a copy of such amendment, waiver or consent to the Majority Noteholder and Rating Agencies, and such amendment, waiver or consent may be executed only after written consent of the Majority Noteholder has been received and the Rating Agency Condition has been satisfied.

(c) Prior to the execution of any amendment, waiver or consent to this Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment, waiver or consent is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 10.2(b) has been delivered.

(d) The Trustee may, but shall not be obligated to, enter into any such amendment, waiver or consent which affects the Trustee’s own rights, duties or immunities under this Agreement or otherwise.

(e) This agreement may be amended with the consent of the Majority Noteholder (which consent shall not be unreasonably withheld or delayed) (i) to fix errors, ambiguities and omissions and (ii) to facilitate the execution of a Hedge Agreement, provided (1) the Rating Agencies affirm in writing the greater of the then current credit rating of the Note and BBB-/Baa3, (2) the Hedge Counterparty is rated A/A2 or better, and (3) such amendment is limited to prepayment restrictions on the Note, minimum and maximum outstanding principal balances, and any other provisions required by the Rating Agencies and Hedge Counterparty exclusively to accommodate such Hedge Agreement.

Section 10.2. Protection of Title to Property.

(a) The Originator, the Seller, the Purchaser or the Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Purchaser, the Noteholder and the Trustee in the Receivables and the Other Conveyed Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Noteholder and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) None of the Originator, the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate or limited liability company structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Noteholder and the Trustee at least thirty (30) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Originator, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee and the Noteholder, in a form and substance reasonably satisfactory to the Noteholder, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

(c) Each of the Seller, the Purchaser, the Originator and the Servicer shall have an obligation to give the Noteholder and the Trustee at least 30 days’ prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 and shall promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables, and its chief executive office and jurisdiction of organization, within the United States of America.

(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such 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 Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Purchaser, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivables and that such Receivables are owned by the Purchaser and pledged to the Trustee for the benefit of the Noteholder. Indication of the Purchaser’s and the Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Related Receivable shall have been paid in full or repurchased.

(f) If at any time, the Originator, the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in equipment 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 printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser and pledged to the Trustee for the benefit of the Noteholder.

Section 10.3. Notices. All demands, notices and communications upon or to the Originator, the Seller, the Purchaser, the Backup Servicer, the Servicer, the Trustee or the Rating Agencies under this Agreement shall be in writing and delivered by electronic mail, via facsimile, personally delivered, 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 Seller, to Gehl Receivables LLC, 143 Water Street, West Bend, WI 53095, Attention: Michael J. Mulcahy, Vice President, Secretary and General Counsel, Telecopy: 262-334-6603, E-mail: mmulcahy@gehl.com; (b) in the case of the Originator or the Servicer, to Gehl Company, 143 Water Street, West Bend, WI 53095, Attention: Michael J. Mulcahy, Vice President, Secretary and General Counsel, Telecopy: 262-334-6603, E-mail: mmulcahy@gehl.com; (c) in the case of the Purchaser, to Gehl Funding LLC, 143 Water Street, West Bend, WI 53095, Attention: Michael J. Mulcahy, Vice President, Secretary and General Counsel, Telecopy: 262-334-6603, E-mail: mmulcahy@gehl.com; (d) in the case of the Trustee at the Corporate Trust Office, Attention: Global Debt, Structured Finance Administration; Telecopy: 212-623-5932; (e) in the case of the Backup Servicer, to Systems and Services Technologies, Inc., 4315 Pickett Road, St. Joseph, Missouri, 64503, Attention: John J. Chappell and Joseph Booz, Telecopy: (816) 671-2029; (f) in the case of the Noteholder, to UBS Real Estate Securities Inc., 1285 Avenue of the Americas, 11^th Floor, New York, New York 10019, Attention: Tamer El-Rayess, Telecopy: (212) 713-7999 Email: tamer.el-rayess@ubs.com; (g) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007, Telecopy: (212) 533-3850; and (h) in the case of Standard & Poor’s, to Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department, Telecopy: (212) 438-2649. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice.

Section 10.4. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Notwithstanding anything to the contrary contained herein, except as provided in Section 7.4, Section 8.3 and this Section 10.4 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Originator, the Purchaser, the Seller or the Servicer without the prior written consent of the Trustee, the Backup Servicer and the Noteholder; providedthat the Purchaser will grant all of its right, title and interest herein as Collateral to the Trustee for the benefit of the Noteholder.

Section 10.5. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the parties hereto and for the benefit of the Noteholder (or its assignee, as a third-party beneficiary). 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 Collateral or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 10.6. Severability. Any provision of this Agreement that is 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 provision in any other jurisdiction.

Section 10.7. 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 10.8. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 10.9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTIONS 2.1(A) AND 2.2 OF THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER SUCH SECTION SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.10. Assignment to Trustee. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment for security and grant of a security interest by the Purchaser to the Trustee pursuant to the Indenture for the benefit of the Noteholder of all right, title and interest of the Purchaser in, to and under the Receivables and Other Conveyed of Property.

Section 10.11. Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, the Originator, the Servicer and the Seller shall not, prior to the date which is one year and one day after the date on which all principal, interest, fees and all other amounts in respect of the Notes have been paid in full, acquiesce, petition or otherwise invoke or cause the Purchaser to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Purchaser or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Purchaser in connection with any obligations arising under or in connection with any of the Basic Documents including, without limitation, any breach of a representation and warranty or other agreement by the Purchaser hereunder.

(b) The Gehl Parties hereby agree that damages will not be an adequate remedy for breach of this covenant and that this covenant may be specifically enforced by the Trustee on behalf of the Noteholder or the Noteholder

Section 10.12. Limitation of Liability of Trustee. Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by JPMorgan Chase Bank, National Association, not in its individual capacity but solely as Trustee and in no event shall JPMorgan Chase Bank, National Association, have any liability for the representations, warranties, covenants, agreements or other obligations of the Purchaser hereunder or in any of the certificates, notices or agreements delivered by the Purchaser pursuant hereto, as to all of which recourse shall be had solely to the assets of the Purchaser.

Section 10.13. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Purchaser, the Trustee and Backup Servicer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by this Agreement, the Servicer shall have no authority to act for or represent the Purchaser in any way and shall not otherwise be deemed an agent of the Purchaser.

Section 10.14. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Servicer and the Purchaser 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.

Section 10.15. Intention of Parties Regarding Delaware Securitization Act. It is the intention of the Purchaser and the Seller that the transfer and assignment of the property contemplated by Section 2.1(a) of this Agreement shall constitute a sale of property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to such assets shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. In addition, for purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that:

(a) any property, assets or rights purported to be transferred, in whole or in part, by the Seller to the Purchaser pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Seller;

(b) none of the Seller, its creditors or, in any insolvency proceeding with respect to the Seller or the Seller’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire (except pursuant to a provision of this Agreement), reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the Seller any property, assets or rights purported to be transferred, in whole or in part, by the Seller to the Purchaser pursuant to this Agreement;

(c) in the event of a bankruptcy, receivership or other insolvency proceeding with respect to the Seller or the Seller’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of the Seller’s property, assets, rights or estate; and

(d) the transaction contemplated by this Agreement shall constitute a “securitization transaction” as such term is used in the Securitization Act.

Section 10.16. Special Supplemental Agreement. If any party to this Agreement is unable to sign any amendment or supplement due to its dissolution, winding up or comparable circumstances, then the consent of the Noteholder shall be sufficient to amend this Agreement without such party’s signature.

Section 10.17. Limited Recourse. Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Purchaser hereunder are solely the obligations of the Purchaser, and shall be payable by the Purchaser, solely as provided herein. The Purchaser shall only be required to pay (a) any fees, expenses, indemnities or other liabilities that it may incur hereunder including any liability on any Notes (i) from funds available pursuant to, and in accordance with, the payment priorities set forth in Section 5.6(b) and (ii) only to the extent the Purchaser receives additional funds for such purposes or to the extent it has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary to pay the debt and other obligations of the Purchaser incurred in accordance with the Purchaser’s limited liability company agreement and all financing documents to which the Purchaser is a party. In addition, no amount owing by the Purchaser hereunder in excess of the liabilities that it is required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or for the payment of any fee hereunder or any other obligation of, or claim against, the Purchaser arising out of or based upon any provision herein, against any member, employee, officer, agent, director or authorized person of the Purchaser or any Affiliate thereof; provided, however, that the foregoing shall not relieve any such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.

Section 10.18. Acknowledgement of Roles. The parties expressly acknowledge and consent to JPMorgan Chase Bank, National Association and its affiliate Systems and Services Technologies, Inc. acting in the multiple capacities of Backup Servicer, Trustee and Custodian. The parties agree that such entities acting in such multiple capacities shall not be subject to any claim, defense or liability arising from their performance in any such capacities based on conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by JPMorgan Chase Bank, National Association or Systems and Services Technologies, Inc. of any other such capacity or capacities in accordance with this Agreement or any other Basic Documents to which they are parties.

Section 10.19. Termination. The respective obligations and responsibilities of the Seller, the Purchaser, the Servicer, the Backup Servicer, and the Trustee created hereby shall terminate on the Termination Date; provided, however, that in any case there shall be delivered to the Trustee and the Noteholder an Opinion of Counsel that all applicable preference periods under federal, state and local bankruptcy, insolvency and similar laws have expired. The Servicer shall promptly notify the Trustee, the Seller, the Issuer, each Rating Agency and the Noteholder of any prospective termination pursuant to this Section 10.19.

Section 10.20. Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

Section 10.21. Waiver of Trial by Jury. THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 10.22. Process Agent. Each of the Originator, Purchaser, Seller, Servicer and Trustee agrees that the process by which any proceedings in the State of New York are begun may be served on it by being delivered by certified mail at the chief executive office or corporate trust office, as applicable, or at its registered office for the time being. If such person is not or ceases to be effectively appointed to accept service of process on the Originator’s, Purchaser’s, Seller’s, Servicer’s or Trustee’s behalf, the Originator, Purchaser, Seller, Servicer or Trustee, as applicable, shall, on the written demand of the process agent, appoint a further person in the State of New York to accept service of process on its behalf and, failing such appointment within 15 days, the process agent shall be entitled to appoint such a person by written notice to the Originator, Purchaser, Seller, Servicer or Trustee, as applicable. Nothing in this sub-clause shall affect the right of the process agent to serve process in any other manner permitted by law.

Section 10.23. No Set-Off. Each of the Originator, Seller and Servicer agrees that it shall have no right of set-off or banker’s lien against, and no right to otherwise deduct from, any funds held in any account described herein or in the Basic Documents for any amount owed to it under the Basic Documents.

Section 10.24. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise hereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 10.25. Merger and Integration. 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 and the other Basic Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 10.26. Survival of Representations and Warranties. The representations and warranties of the parties hereto and all provisions for remedies and indemnification contained herein shall survive the termination of this Agreement. In addition, all causes of action arising prior to the date of termination shall continue in full force and effect irrespective of the termination of this Agreement.

[Signature Page to Sale and Servicing Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written.

	GEHL FUNDING LLC, as Purchaser
	By: /s/ Thomas M. Rettler
	Name: Thomas M. Rettler
	Title: Vice President and Chief Financial Officer
	GEHL RECEIVABLES LLC, as Seller
	By: /s/ Thomas M. Rettler
	Name: Thomas M. Rettler
	Title: Vice President and Chief Financial Officer
	GEHL COMPANY, as Servicer and Originator
	By: /s/ Thomas M. Rettler
	Name: Thomas M. Rettler
	Title: Vice President and Chief Financial Officer
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its
	individual capacity, but solely as Trustee
	By: /s/ Daniel C. Brown, Jr.
	Title: Daniel C. Brown, Jr.
	Vice President

[Signature Page to Sale and Servicing Agreement]

	SYSTEMS AND SERVICES TECHNOLOGIES, INC.,
	as Backup Servicer and Custodian
	By: /s/ Kimberly K. Costa
	Title: Vice President

[Signature Page to Sale and Servicing Agreement]

ANNEX A

DEFINED TERMS

“Accountants’ Report” means the report of a firm of Independent Accountants as described in Section 4.11 of the Sale and Servicing Agreement.

“Accrual Period” means, a calendar month; provided that the initial Accrual Period shall be the period from and including the day after the initial Cutoff Date to and including February 28, 2005.

“Act” has the meaning specified in Section 11.3 of the Indenture.

“Addition Notice” means, with respect to any transfer of Receivables to the Purchaser pursuant to Section 2.1 of the Sale and Servicing Agreement, notice of the Seller’s election to transfer Receivables to the Purchaser, such notice to designate the related Funding Date and the aggregate principal amount of Receivables to be transferred on such Funding Date, substantially in the form of Exhibit D to the Sale and Servicing Agreement.

“Advance” has the meaning set forth in paragraph 4 of the recitals to the Note Purchase Agreement.

“Advance Amount” means with respect to the Receivables, an amount equal to the lesser of (i) the excess of the Maximum Invested Amount over the Invested Amount of the Note as of such Funding Date; and (ii) the excess of the Borrowing Base (taking into account the amount of the Receivables to be purchased on such Funding Date), plus the sum of (x) the face amount of any Eligible Investments and (y) the Available Funds (exclusive of Eligible Investments) on deposit in the Collection Account.

“Advance Rate” means as of any day of determination, an amount equal to the lesser of (I) 90.5% (or such higher percentage as shall be permitted by the Rating Agencies without a corresponding reduction in the rating of the Note below “Baa2” by Moody’s or “BBB” by Standard & Poors), and (II) 100% minus the product of (x) 2.5 and (y) the Weighted Average Life of the Receivables and (z) the product of (i) 4 and (ii) the current Loss Ratio.

“Advance Request” has the meaning set forth in Section 2.03 of the Note Purchase Agreement.

“Affiliate” of any Person means any Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with such Person. For purposes of this definition, the term “control” when used with respect to any 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,” “controlled by” and “under common control with” have meanings correlative to the foregoing.

“Aggregate Adjusted Receivable Balance” shall be an amount equal to the Aggregate Discounted Eligible Receivable Balance, minus the sum of (i) the Aggregate Concentration Adjustment Amount, (ii) the aggregate principal balance of the Defaulted Receivables discounted at the Portfolio Discount Rate and (iii) the LTV Adjustment Amount.

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“Aggregate Concentration Adjustment Amount” shall mean, without duplication, the portion of the Aggregate Discounted Eligible Receivable Balance which exceeds the following concentration limits:

(i) 1.25% for Eligible Receivables originated with any single Obligor;

(ii) 75% for Eligible Receivables originated by construction equipment dealers or by Gehl Equipment Sellers with construction equipment dealers;

(iii) 20% for Eligible Receivables which are Rental Fleet Receivables;

(iv) 5% for Eligible Receivables that are secured entirely by attachments;

(v) 15% for Eligible Receivables secured by Eligible Used Equipment that is not Equipment less than one year old that was sold out of a Dealer’s rental fleet;

(vi) 7% for Eligible Receivables that provide for balloon payments;

(vii) 10% for Eligible Receivables which provide for non-monthly payments, irregular payments , interest rates which increase after a predetermined period, or initial payment deferrals (other than balloon payments);

(viii) 1% for Eligible Receivables originated with any federal, state or municipal government entity;

(ix) 5% for Eligible Receivables with an original term of sixty (60) months or greater;

(x) 12% for Eligible Receivables originated with Obligors which reside in any single state;

(xi) 5% for Eligible Receivables which are Rental Fleet Receivables which are secured by agricultural equipment;

(xii) 10% for Eligible Receivables which include extended warranty contracts; or

(xiii) 2% for Eligible Receivables which are subject to an extension or other modification pursuant to Section 4.2 of the Sale and Servicing Agreement.

“Aggregate Discounted Eligible Receivable Balance” means the aggregate amount of the Discounted Eligible Receivable Balance for all Eligible Receivables.

“Aggregate Principal Balance” means, with respect to any date of determination and with respect to the Receivables or the Eligible Receivables, the sum of the Principal Balances for all Receivables or the Eligible Receivables (other than (i) any Receivable or Eligible Receivable, as applicable, that became a Liquidated Receivable prior to the end of the most recently ended Accrual Period and (ii) any Receivable or Eligible Receivable, as applicable, that became a Purchased Receivable prior to the end of the most recently ended Accrual Period) as of the date of determination.

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“Amortization Period” means the period beginning on the Facility Termination Date and ending on the Final Scheduled Payment Date.

“Amount Financed” means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Equipment and any related costs, including amounts advanced in respect of accessories, service and warranty contracts, other items customarily financed as part of retail equipment installment sale contracts or promissory notes, and related costs.

“Annual Percentage Rate” or “APR” of a Receivable means the annual percentage rate of finance charges, as stated in the related Contract.

“Applicable Margin” means with respect to any day (a) prior to the occurrence of an Event of Default, 0.80% and (b) commencing on and during the continuance of an Event of Default, the sum of (i) 0.80% plus (ii) the Default Applicable Margin.

“Assignment” means an assignment from the Seller to the Purchaser with respect to the Receivables and Other Conveyed Property to be conveyed by the Seller to the Purchaser on any Funding Date, in substantially the form of Exhibit C to the Sale and Servicing Agreement.

“Assumption Date” has the meaning set forth in Section 9.2 of the Sale and Servicing Agreement.

“Authorized Officer” means, with respect to the Servicer or Issuer, any officer or agent acting pursuant to a power of attorney of such Person, who is authorized to act therefor and who is identified on the list of Authorized Officers delivered by such Person to the Trustee and the Note Purchaser on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Available Funds” means, for each Payment Date, the sum of the following amounts deposited into the Collection Account with respect to the preceding Accrual Period, without duplication: (i) all collections on the Receivables; (ii) Net Liquidation Proceeds received during such Accrual Period with respect to Liquidated Receivables; (iii) all Purchase Amounts deposited in the Collection Account by the related Determination Date pursuant to the Sale and Servicing Agreement; (iv) Investment Earnings on the Pledged Accounts for the related Payment Date; (v) all amounts received pursuant to Receivable Insurance Policies with respect to any Financed Equipment; (vi) any amounts received by the Purchaser pursuant to the Hedge Agreements; (vii) the Purchase Amount for any Receivable repurchased by the Seller or the Servicer during such Accrual Period and the Repurchase Price paid to the Seller for any Receivables repurchased in accordance with Section 5.9 of the Sale and Servicing Agreement; (viii) all Dealer Reserve Amounts deposited into the Collection Account in accordance with the Sale and Servicing Agreement; (ix) any amounts transferred from the Reserve Account in accordance with Section 5.4 of the Sale and Servicing Agreement, on a Deficiency Claim Date; and (x) an amount equal to the excess of the amount on deposit in the Cap Distribution Account over the Noteholder’s Monthly Cap Distributable Amount for the related Payment Date on the related Determination Date.

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“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101 et seq.

“Backup Servicer” means Systems and Services Technologies, Inc., in its capacity as Backup Servicer pursuant to the Sale and Servicing Agreement or as a successor Servicer upon the occurrence of a Servicer Termination Event, as applicable.

“Backup Servicing Fee” means the fee payable to the Backup Servicer on each Payment Date so long as the Originator or any successor Servicer (other than the Backup Servicer) is the Servicer, which shall be as set forth in the Fee Schedule.

“Basic Documents” means the Purchase and Sale Agreement, the Indenture, the Sale and Servicing Agreement, the Lockbox Agreement, the Note Purchase Agreement, the Hedge Agreement, the Intercreditor Agreement and all documents, agreements and certificates delivered in connection therewith.

“Benefit Plan” shall mean an “employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA or any “plan” as defined in Section 4975 of the Code.

“Board of Managers” means those Persons appointed or elected by the member(s) of a limited liability company to oversee the management of such entity.

“Borrowing Base” means the product of (i) the Aggregate Adjusted Receivable Balance and (ii) the Advance Rate.

“Borrowing Base Certificate” means, with respect to any transfer of Receivables, the certificate of the Servicer setting forth the calculation of the Borrowing Base, substantially in the form of Exhibit A to the Note Purchase Agreement.

“Borrowing Base Deficiency” means the excess, if any, of (i) the Invested Amount over (ii) the sum of (A) the Borrowing Base plus (B) the face amount of any Eligible Investments on deposit in the Collection Account in excess of the current Available Funds.

“Business Day” means any (i) day other than a Saturday, a Sunday or other day on which commercial banks located in the states of Wisconsin, New York (or the state in which any successor servicer is located) are obligated to be closed and (ii) if the applicable Business Day relates to the determination of LIBOR, a day which is a day described in clause (i) above and which is also a day for trading by and between banks in the London interbank eurodollar market.

“Cap Distribution Account” means the account designated as such, established and maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.

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“Cash Reserve Amount” means, with respect to any Determination Date, a portion of the amount on deposit in the Reserve Account equal to the sum of (i) $250,000 and (ii) the Noteholder’s Monthly Interest Distributable Amount.

“Casualty” means, with respect to Financed Equipment, the total loss or destruction of such Financed Equipment.

“Change of Control” means, with respect to any Person, a change resulting when any Unrelated Person or any Unrelated Persons, acting together, that would constitute a Group together with any Affiliates or Related Persons thereof (in each case also constituting Unrelated Persons) shall at any time either (i) Beneficially Own more than 50% of the aggregate voting power of all classes of Voting Stock of such Person, (ii) succeed in having sufficient of its or their nominees elected to the Board of Directors of such Person such that such nominees when added to any existing manager remaining on the Board of Directors of such Person after such election who is an Affiliate or Related Person of such Person or Group shall constitute a majority of the Board of Directors of such Person. As used herein, (a) “Beneficially Own” shall mean “beneficially own” as defined in Rule 13d-3 of the Exchange Act, or any successor provision thereto; provided, however, that, for purposes of this definition, a Person shall not be deemed to Beneficially Own securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any such Person’s Affiliates until such tendered securities are accepted for purchase or exchange; (b) “Group” shall mean a “group” for purposes of Section 13(d) of the Exchange Act; (c) “Unrelated Person” shall mean at any time any Person other than the Originator or any of its Subsidiaries and other than any trust for any employee benefit plan of the Originator or any of its Subsidiaries; (d) “Related Person” shall mean any other Person owning (1) 5% or more of the outstanding common stock or membership interests of such Person, or (2) 5% or more of the Voting Stock of such Person; and (e) “Voting Stock” of any Person shall mean the capital stock, membership interests or other indicia of equity rights of such Person which at the time has the power to vote for the election of one or more members of the Board of Directors or Board of Managers (or other governing body) of such Person.

“Closing Date” means February 24, 2005.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

“Collateral” has the meaning specified in the Granting Clause of the Indenture.

“Collateral Agent” means JPMorgan Chase Bank, National Association.

“Collection Account” means the account designated as such, established and maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Commitment” means the obligation of the Note Purchaser to make Advances to the Issuer pursuant to the terms of the Note Purchase Agreement and the other Basic Documents.

“Company” means Gehl Company, a Wisconsin corporation.

Annex A - 5

“Consolidated Total Adjusted Equity” of any Person means, with respect to any fiscal quarter, the total shareholders’ equity of such Person and its consolidated Subsidiaries that, in accordance with generally accepted accounting principles, is reflected on the consolidated balance sheet of such Person and its consolidated Subsidiaries for such fiscal quarter, minus the aggregate amount of such Person’s intangible assets, including without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.

“Consumer Laws” means federal and State usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, any State law adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other federal, State and local consumer credit laws and equal credit opportunity and disclosure laws.

“Contract” means a retail installment sale contract or installment promissory note or security agreement in substantially the form set forth as Exhibit E to the Sale and Servicing Agreement and relating to the sale or refinancing of new or used agricultural and construction equipment and other writings related thereto from time to time.

“Corporate Trust Office” means with respect to the Trustee, the principal office of the Trustee at which at any particular time its corporate trust business shall be administered which office is located at 4 New York Plaza, 6^th Floor, New York, New York, 10004, Attention: Global Debt, Structured Finance Administration, or at such other address as the Trustee may designate from time to time by notice to the Note Purchaser, the Servicer, the Issuer, or the principal corporate trust office of any successor Trustee (the address of which the successor Trustee will notify the Note Purchaser).

“Cram Down Loss” means, with respect to a Receivable, if a court of appropriate jurisdiction in an insolvency proceeding shall have issued an order reducing the amount owed on a Receivable or otherwise modifying or restructuring Scheduled Receivable Payments to be made on a Receivable, an amount equal to such reduction in the Principal Balance of such Receivable or the reduction in the net present value (using as the discount rate the lower of the contract rate or the rate of interest specified by the court in such order) of the Scheduled Receivable Payments as so modified or restructured. A “Cram Down Loss” shall be deemed to have occurred on the date such order is entered.

“Custodial Receipt” shall have the meaning set forth in Section 3.5 of the Sale and Servicing Agreement.

“Custodian” means Systems and Services Technologies, Inc. and its successors, in its capacity as Custodian pursuant to the Sale and Servicing Agreement.

“Cutoff Date” means, with respect to a Receivable or Receivables, the date specified as such for such Receivable or Receivables in the Schedule of Receivables attached to the Sale and Servicing Agreement or any Assignment.

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“Dealer” means, with respect to a Receivable, the seller or financier of the related Financed Equipment (other than a Gehl Equipment Seller) who originated and assigned such Receivable to the Originator.

“Dealer Agreement” means the Gehl Finance Dealer Contract Purchase Agreement between the Originator or a subsidiary of the Originator and any Dealer or Gehl Equipment Seller (in substantially the forms attached as Exhibit F to the Sale and Servicing Agreement), which governs the sale and financing of any Financed Equipment and shall include all documents, recourse letters and other instruments executed in connection therewith.

“Dealer Recourse” means all rights against, and proceeds from, recourse of any kind against Dealers with respect to the Receivables as described in the Dealer Agreements (other than Dealer Reserve Amounts) including, without limitation, rights and proceeds in respect of a Dealer’s failure to obtain a first priority perfected security interest in the Financed Equipment and general recourse against a Dealer pursuant to any Dealer Agreement.

“Dealer Reserve Amount” means a percentage, equal to or less than 3%, of the Amount Financed in each Contract which the Company retains as a reserve in accordance with its policies.

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Default Applicable Margin” means 2%.

“Defaulted Receivable” means, with respect to any Receivable as of any date, a Receivable with respect to which: (i) any portion of its Scheduled Receivable Payment is more than 90 days past due as of the end of the immediately preceding Accrual Period, (ii) the related Obligor has been identified on the records of the Servicer as being the subject of a current bankruptcy preceding; (iii) the Servicer has repossessed the related Financed Equipment (and any applicable redemption or acceleration period has expired) as of the end of the immediately preceding Accrual Period, or (iv) such Receivable has been written off by the Servicer as uncollectible in accordance with the Servicer’s policies or the Servicer has determined in good faith that payments thereunder are not likely to be resumed.

“Defective Receivable” means a Receivable that is subject to repurchase pursuant to Section 3.3 or Section 4.7 of the Sale and Servicing Agreement.

“Deficiency Claim Amount” has the meaning set forth in Section 5.4(b) of the Sale and Servicing Agreement.

“Deficiency Claim Date” has the meaning set forth in Section 5.4(b) of the Sale and Servicing Agreement.

“Deficiency Notice” has the meaning set forth in Section 5.4(b) of the Sale and Servicing Agreement.

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“Delinquency Ratio” means, as of any date of determination, the average for the three (3) months preceding such date of determination of the Aggregate Principal Balance of the Delinquent Receivables divided by the Aggregate Principal Balance of the Receivables.

“Delinquent Receivables” means any Receivable (other than Defaulted Receivables) with respect to which any portion of the Scheduled Receivable Payment is more than sixty (60) days past due as of the end of the immediately preceding Accrual Period.

“Delivery” means, when used with respect to Pledged Account Property:

(i) the perfection and priority of a security interest in such Pledged Account Property which is governed by the law of a jurisdiction which has adopted the 1978 Revision to Article 8 of the UCC (and not the 1994 Revision to Article 8 of the UCC as referred to in (ii) below):

(a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the Trustee or its nominee or custodian by physical delivery to the Trustee or its nominee or custodian endorsed to, or registered in the name of, the Trustee or its nominee or custodian or endorsed in blank, and, with respect to a certificated security (as defined in Section 8-102 of the UCC), transfer thereof (1) by delivery of such certificated security endorsed to, or registered in the name of, the Trustee or its nominee or custodian or endorsed in blank to a financial intermediary (as defined in Section 8-313 of the UCC) and the making by such financial intermediary of entries on its books and records identifying such certificated securities as belonging to the Trustee or its nominee or custodian and the sending by such financial intermediary of a confirmation of the purchase of such certificated security by the Trustee or its nominee or custodian, or (2) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(3) of the UCC) and the making by such clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of a financial intermediary by the amount of such certificated security, the identification by the clearing corporation of the certificated securities for the sole and exclusive account of the financial intermediary, the maintenance of such certificated securities by such clearing corporation or a “custodian bank” (as defined in Section 8-102(4) of the UCC) or the nominee of either subject to the clearing corporation’s exclusive control, the sending of a confirmation by the financial intermediary of the purchase by the Trustee or its nominee or custodian of such securities and the making by such financial intermediary of entries on its books and records identifying such certificated securities as belonging to the Trustee or its nominee or custodian (all of the foregoing, “Physical Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Pledged Account Property to the Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

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(b) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such Pledged Account Property to an appropriate book-entry account maintained with a Federal Reserve Bank by a financial intermediary which is also a “depository” pursuant to applicable Federal regulations and issuance by such financial intermediary of a deposit advice or other written confirmation of such book-entry registration to the Trustee or its nominee or custodian of the purchase by the Trustee or its nominee or custodian of such book-entry securities; the making by such financial intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations as belonging to the Trustee or its nominee or custodian and indicating that such custodian holds such Pledged Account Property solely as agent for the Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Pledged Account Property to the Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; and

(c) with respect to any item of Pledged Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration on the books and records of the issuer thereof in the name of the financial intermediary, the sending of a confirmation by the financial intermediary of the purchase by the Trustee or its nominee or custodian of such uncertificated security, the making by such financial intermediary of entries on its books and records identifying such uncertificated certificates as belonging to the Trustee or its nominee or custodian; or

(ii) the perfection and priority of a security interest in such Pledged Account Property which is governed by the law of a jurisdiction which has adopted the 1994 Revision to Article 8 of the UCC:

(b) with respect to a “certificated security” (as defined in Section 8-102(a)(4) of the UCC), transfer thereof:

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(1) by physical delivery of such certificated security to the Trustee, provided that if the certificated security is in registered form, it shall be indorsed to, or registered in the name of, the Trustee or indorsed in blank;

(2) by physical delivery of such certificated security in registered form to a “securities intermediary” (as defined in Section 8-102(a)(l4) of the UCC) acting on behalf of the Trustee if the certificated security has been specially endorsed to the Trustee by an effective endorsement.

(c) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to Federal book entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary which is also a “depositary” pursuant to applicable federal regulations and issuance by such securities intermediary of a deposit advice or other written confirmation of such book-entry registration to the Trustee of the purchase by the securities intermediary on behalf of the Trustee of such book-entry security; the making by such securities intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations as belonging to the Trustee and indicating that such securities intermediary holds such book-entry security solely as agent for the Trustee; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Pledged Account Property to the Trustee free of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof;

(d) with respect to any item of Pledged Account Property that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (c) above, transfer thereof:

(1)(A) by registration to the Trustee as the registered owner thereof, on the books and records of the issuer thereof;

(B) by another Person (not a securities intermediary) who either becomes the registered owner of the uncertificated security on behalf of the Trustee, or having become the registered owner acknowledges that it holds for the Trustee;

(2) the issuer thereof has agreed that it will comply with instructions originated by the Trustee without further consent of the registered owner thereof;

(e) with respect to a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC):

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(1) if a securities intermediary (A) indicates by book entry that a “financial asset” (as defined in Section 8-102(a)(9) of the UCC) has been credited to the Trustee’s “securities account” (as defined in Section 8-501(a) of the UCC), (B) receives a financial asset (as so defined) from the Trustee or acquires a financial asset for the Trustee, and in either case, accepts it for credit to the Trustee’s securities account (as so defined), (C) becomes obligated under other law, regulation or rule to credit a financial asset to the Trustee’s securities account, or (D) has agreed that it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) originated by the Trustee, without further consent by the “entitlement holder” (as defined in Section 8-l02(a)(7) of the UCC), of a confirmation of the purchase and the making by such securities intermediary of entries on its books and records identifying as belonging to the Trustee of (I) a specific certificated security in the securities intermediary’s possession, (II) a quantity of securities that constitute or are part of a fungible bulk of certificated securities in the securities intermediary’s possession, or (III) a quantity of securities that constitute or are part of a fungible bulk of securities shown on the account of the securities intermediary on the books of another securities intermediary;

(f) in each case of delivery contemplated pursuant to clauses (a) through (e) of subsection (ii) hereof, the Trustee shall make appropriate notations on its records, and shall cause the same to be made on the records of its nominees, indicating that such Trust Property which constitutes a security is held in trust pursuant to and as provided in the Sale and Servicing Agreement.

“Determination Date” means, with respect to any Payment Date, the second Business Day immediately preceding such Payment Date.

“Discounted Eligible Receivable Balance” means, for each Eligible Receivable, the lesser of (i) the Principal Balance of any Eligible Receivable and (ii) the present value of all principal and interest payments due (excluding any amounts due 72 months following the date such Receivable was originated) over the remaining term of the related Contract, discounted at the Portfolio Discount Rate.

“Dollar” means lawful money of the United States.

“Draw Date” means, with respect to any Payment Date, the third Business Day immediately preceding such Payment Date.

“Eligible Account” means either (i) a segregated non-interest bearing trust account that is maintained with a depository institution reasonably acceptable to the Note Purchaser, or (ii) a segregated direct deposit account maintained with a depository institution or trust company organized under the laws of the United States of America, or any of the States thereof, or the District of Columbia, having a certificate of deposit, short-term deposit or commercial paper rating of at least “A-1+” by Standard & Poor’s and “P-1” by Moody’s and reasonably acceptable to the Note Purchaser.

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“Eligible Investments” mean 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 the full and timely payment by, the United States of America;

(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 be rated “A-1+” by Standard & Poor’s and “P-1” by Moody’s;

(c) commercial paper that, at the time of the investment or contractual commitment to invest therein, is rated “A-1+” by Standard & Poor’s and “P-1” by Moody’s;

(d) bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(e) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed as to the full and timely payment 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 (i) a depository institution or trust company (acting as principal) described in clause (b) or (ii) a depository institution or trust company whose commercial paper or other short term unsecured debt obligations are rated “A-1+” by Standard & Poor’s and “P-1” by Moody’s and long term unsecured debt obligations are rated “AAA” by Standard & Poor’s and “Aaa” by Moody’s;

(f) money market mutual funds registered under the Investment Company Act of 1940, as amended, having a rating, at the time of such investment, from each of the Rating Agencies in the highest investment category granted thereby;

(g) any other investment as may be acceptable to the Note Purchaser, as evidenced by a writing to that effect, as may from time to time be confirmed in writing to the Trustee by the Note Purchaser, so long as the Note Purchaser and the Trustee has received written notification from each Rating Agency that the acquisition of such investment will satisfy the Rating Agency Condition; or

(h) a trust or deposit account of the Trustee with interest or other compensation to be agreed to in writing between the Trustee and the Company.

Any of the foregoing Eligible Investments may be purchased by or through the Trustee or any of its Affiliates.

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“Eligible Receivables” means, as of any date of determination, Receivables with respect to which each of the following are true:

(a) such Receivables have been originated in connection with the sale of Financed Equipment to an Obligor which is located in the United States of America or its territories by a Dealer or a Gehl Equipment Seller in the ordinary course of its business;

(b) such Receivables have been originated by a Dealer or a Gehl Equipment Seller which had all necessary licenses and permits required to originate such Receivables in the state in which the Receivables were originated or where the Obligor resides, as applicable, and with respect to which the Note Purchaser shall have received a copy of a survey and a legal opinion from counsel to the Company in form and substance acceptable to the Note Purchaser in accordance with the requirements of the Note Purchase Agreement;

(c) the Company at the time of its acquisition of the Receivables and at the time of its sale of the Receivables under the Basic Documents had all necessary licenses and permits required to originate, own, service and transfer such Receivables, as applicable, and shall have been qualified to do business in each state in which the related Receivables were originated to the extent required by the laws of such state, except where the failure to be so qualified will not have a material adverse effect on the value or enforceability of the Receivables;

(d) the contracts and other documents constituting each Receivable were fully and properly executed by the parties thereto;

(e) such Receivables have been purchased by the Seller pursuant to the Purchase and Sale Agreement directly from the Originator which acquired the Receivables from Dealers or Gehl Equipment Sellers and such Receivables have been validly sold and assigned to the Purchaser hereunder without any intervening assignments;

(f) such Receivables constitute valid, subsisting and enforceable first priority perfected security interests in favor of the Originator in the Financed Equipment, which security interests have been validly assigned by the Originator to the Seller and by the Seller to the Purchaser and pledged by the Purchaser to the Trustee for the benefit of the Noteholder and which secure the Obligors’ indebtedness under the Receivables;

(g) such Receivables are evidenced by contracts which contain customary and enforceable provisions such that the rights and remedies of the holder or assignee thereof are adequate for realization against the Collateral of the benefits of the security, including without limitation the right of repossession following a default;

(h) such Receivables provide for payments that fully amortize the Amount Financed over the original term (except for the last payment, which may be different from the level payment) and yield interest at the Annual Percentage Rate (which may include Receivables which have interest rates which increase after a predetermined time period);

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(i) if such Receivables are Rule of 78‘s Receivables, in the event that such Receivable is prepaid in full, the Contract provides for the payment of a full month’s interest in the month of prepayment, at the Annual Percentage Rate of such Receivable;

(j) such Receivables are either Rule of 78‘s Receivables or Simple Interest Receivables;

(k) such Receivables were sold by a Dealer or a Gehl Equipment Seller to the Originator without any fraud or misrepresentation on the part of such Dealer or Gehl Equipment Seller;

(l) in the case of Contracts which require balloon payments and which have a term of five (5) years of more, the amount of the related balloon payment may not exceed 30% of the original Financed Amount of the Contract;

(m) such Receivables contain no future funding obligations;

(n) such Receivables (i) are Rental Fleet Receivables or (ii) arise from the sale or financing of Financed Equipment or the provision of services to the related Obligor or Dealer by the Originator;

(o) the related Financed Equipment is either sold under the “Gehl” or “Mustang” brand name or is an attachment;

(p) such Receivables satisfy all applicable requirements of the Originator’s Underwriting Practices and Procedures;

(q) such Receivables arise under a Contract in substantially the form of the agreement set forth on Exhibit E of the Sale and Servicing Agreement, which Contract is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor and is enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy or insolvency laws, and is not subject to any right of rescission, offset, counterclaim or other defense (including defenses arising out of violations of usury laws) of the Obligor against the Originator or the Seller or any other adverse claim;

(r) such Receivables, together with the Contracts related thereto, do not contravene any law, rule or regulation applicable thereto (including, without limitation, any Consumer Law);

(s) such Receivables are not subject to cross-collateralization provisions contained in contracts financed through other credit facilities, except where the holders of such contracts have agreed in writing, in form and substance satisfactory to the Note Purchaser and the Rating Agencies, to waive their rights to enforce such cross collateralization provisions and satisfactory subordination language exists to protect the interests of the Issuer and the Note Purchaser in the Receivables sold under the Purchase and Sale Agreement and the Sale and Servicing Agreement;

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(t) the Seller has good and marketable title thereto free and clear of any adverse claims;

(u) such Receivables are secured by new equipment or Eligible Used Equipment;

(v) such Receivables are denominated and payable only in United States dollars;

(w) the Obligor with respect to such Receivables has not been designated as “sub-standard” by the Servicer;

(x) the Obligor with respect to such Receivables is not an Affiliate of any Gehl Party;

(y) such Receivable was not previously an Eligible Receivable which became ineligible as a result of the modification of such Receivable by the Servicer in a manner proscribed by Section 4.2 of the Sale and Servicing Agreement, provided however, that in the event an Eligible Receivable becomes ineligible as a result of modifications unrelated to those proscribed in Section 4.2 of the Sale and Servicing Agreement, such Receivable may subsequently become an Eligible Receivable if the remaining criteria set forth in this definition are satisfied;

(z) the Amount Financed with respect to each such Receivable (other than Rental Fleet Receivables) does not exceed the lesser of (i) the customer invoice amount (including any tax and freight for the related Financed Equipment), and (ii) either (a) 125% times the Standard Trade Price for Obligors designated as “exceptional” by the Servicer, or (b) the sum of (A) 105% times the Standard Trade Price, and (B) any tax and freight for the Financed Equipment;

(aa) in the case of Rental Fleet Receivables, the Financed Equipment is intended for use in the Dealer’s rental fleet, and the amount financed does not exceed the cost paid by the Dealer for such Financed Equipment;

(bb) such Receivables are not subject to balloon payments due at maturity, unless the amount of such balloon payment is less than the outstanding balance of a fully amortizing straight-line 84 month loan;

(cc) such Receivables, as of the time of the sale to the Purchaser, (i) are not more than 60 days past due from the date of the original Contract governing such Receivables (without adjustments for rewrites and extensions); and (ii) have not been written off by the Originator in accordance with the Originator’s servicing practices and procedures;

(dd) except for Rental Fleet Receivables, no more than 10% of the aggregate Discounted Eligible Receivable Balance with respect to the Receivables from any single Obligor is more than 60 days past due;

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(ee) for Rental Fleet Receivables, no more than 25% of the aggregate Discounted Eligible Receivable Balance with respect to the Receivables from any single Obligor is more than 90 days past due;

(ff) other than those Obligors which have financed equipment with the Originator during the preceding five (5) years (and have not defaulted thereon), each Obligor has made its first Scheduled Receivable Payment in accordance with the terms of its Contract;

(gg) the Obligors of such Receivables are not the subject of a bankruptcy or similar proceeding;

(hh) such Receivable has an average term to maturity of not more than 72 months; and

(ii) no Receivables shall include Financed Equipment which satisfies the definition of a “trailer” or “motor vehicle” under applicable state law in the state of origination, unless the Note Purchaser shall have received from the Purchaser the following documents in form and substance reasonably acceptable to it: (i) a survey of the law in each jurisdiction in which such Receivables are located, which specifically describes all licensing and permitting requirements required to originate, own, service and transfer such Receivables; and (ii) a written opinion of counsel of the Seller, which counsel shall be a nationally recognized firm or such other firm as may be acceptable to the Note Purchaser, which confirms that the Company has satisfied all applicable licensing and permitting requirements under the law of the states in which Receivables were originated.

“Eligible Used Equipment” means:

(a) equipment that was either (i) taken in trade by a Dealer or a Gehl Equipment Seller or (ii) sold under the Company’s or Mustang’s brand names and was sold out of a Dealer’s rental fleet or (iii) previously securing a Contract originated by a Dealer or a Gehl Equipment Seller and was since repossessed by such seller;

(b) equipment consisting of either construction or agricultural product lines; and

(c) equipment on which the term of the related Contract expires no later than ten (10) years from the model year of such equipment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” has the meaning specified in Section 5.1 of the Indenture.

“Excess Concentration Amount” means the aggregate amount by which (without duplication), the Aggregate Principal Balance of Eligible Receivables sold to the Purchaser hereunder exceeds any of the concentration limits enumerated in the definition of “Aggregate Concentration Adjustment Amount”; provided, however, that in determining which Receivables to exclude for purposes of complying with any such concentration limit, the Seller shall exclude Receivables starting with those having the most recent origination dates.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Executive Officer” means, with respect to any corporation, limited liability company or partnership, the general partner, managing member, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice-President, any Vice-President, the Secretary or Assistant Secretary or the Treasurer or Assistant Treasurer of such entity.

“Facility Termination Date” means the earlier of (I) the Scheduled Maturity Date, (II) the date of the occurrence of a Funding Termination Event (other than a Funding Termination Event described in clause (vi) of the definition of Funding Termination Event) and (III) any anniversary of the Closing Date to the extent that the Note Purchaser has delivered notice of termination to the Issuer and the Seller no earlier than 60 days and no later than 45 days prior to such anniversary.

“FDIC” means the Federal Deposit Insurance Corporation.

“Fee Schedule” means that certain notice captioned “Schedule of Fees for Gehl-UBS Warehouse” from JPMorgan Chase Bank, National Association, as acknowledged by the Servicer as of February 24, 2005.

“Final Distribution Date” means March 15, 2014.

“Final Scheduled Payment Date” means the Payment Date occurring on or after the date that is four months after the Facility Termination Date.

“Financed Equipment” means new or used agricultural or construction equipment and related parts, equipment, attachments or accessories sold on an installment basis together with all accessions thereto, securing the Obligor’s indebtedness under a Receivable.

“Financial Statements” has the meaning set forth in Section 5.02(h) of the Note Purchase Agreement.

“Funding Account” has the meaning specified in Section 2.03 of the Note Purchase Agreement.

“Funding Date” shall mean the Business Day on which an Advance occurs.

“Funding Termination Event” means the occurrence of any one of the following events, unless waived in writing by the Note Purchaser: (i) an Event of Default; (ii) failure by the Seller or the Servicer to repurchase any Receivable in accordance with the terms of the Sale and Servicing Agreement; (iii) the Company or an Affiliate thereof shall no longer be the Servicer under the Sale and Servicing Agreement; (iv) the Company is terminated as servicer under any other sale and servicing agreement relating to a term securitization or warehouse financing facility which has a maximum credit limit of five hundred thousand dollars ($500,000) or more (other than a term securitization or a warehouse financing facility, with respect to which the Company is only acting in the capacity of a third-party servicer and owns no residual interest therein and the related retail equipment installment sale contracts of which were not originated or purchased by the Company or its Affiliates); (v) failure by the Issuer or the Servicer to accept the proposed assignee in accordance with Section 8.03(b)(iii) of the Note Purchase Agreement (vi) the Notes shall be downgraded below BBB by Standard & Poor’s or below Baa3 by Moody’s or (vii) the Outstanding Amount of the Note shall exceed the notional amount of the Hedge Agreement for two (2) Business Days or more, and with respect to any of the forgoing, the Majority Noteholder shall have declared that a Funding Termination Event has occurred.

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“GAAP” means generally U.S. accepted accounting principles occasioned by the promulgation of rules, regulations, pronouncements or opinions by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants or the Securities and Exchange Commission (or successors thereto or agencies with similar functions) from time to time, which principles shall be consistently applied during the time period referenced.

“Gehl Equipment Seller” means the Gehl Company, and its Subsidiaries and Affiliates.

“Gehl Finance Dealer Contract Purchase Agreement” means those contracts between the Company and its Dealers in substantially the forms attached as Exhibit F to the Sale and Servicing Agreement.

“Gehl Parties” shall mean the Issuer, the Servicer, the Seller and the Originator and their assigns.

“Governmental Authority” means the United States of America, any state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions thereof pertaining thereto.

“Grant” means to mortgage, pledge, release, convey, assign, transfer, create, grant a lien upon and a security interest in and right of set-off against, pursuant to the Indenture. To the extent not otherwise inconsistent with the Basic Documents, a Grant of the Collateral or of any agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the 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.

“Green Guide” means the Green Guide published by Primedia Business Magazines & Media, Inc., or its successors and assigns used to determine the value of used equipment or such other source customarily used in the agricultural or construction equipment industry, as applicable, or to obtain such value.

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“Hedge Agreement” means, an interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, and all other agreements or arrangements designed to protect a Person against fluctuations in interest rate, in each case in a notional amount equal to the principal amount of all Advances and in form and substance satisfactory to the Note Purchaser, including but not limited to the master agreement, between the Issuer and a Hedge Counterparty, and all schedules and confirmations in connection therewith; provided that the Rating Agency Condition shall have been satisfied with respect to such Hedge Agreement (other than an interest rate cap agreement).

“Hedge Agreement Strike Rate” means the rate calculated in accordance with the Hedge Agreement which shall initially be 5.50% on the Closing Date.

“Hedge Counterparty” means any entity acceptable to the Note Purchaser and the Issuer that enters into a Hedge Agreement with the Issuer.

“Hedge Counterparty Scheduled Fees” means the fees due and owing to the Hedge Counterparty pursuant to the Hedge Agreement other than the Hedge Counterparty Termination Fees.

“Hedge Counterparty Termination Fees” has the meaning assigned to such term in the Hedge Agreement.

“Holder” or “Noteholder” means the Person in whose name a Note (or any portion thereof) is registered on the Note Register, which shall initially be UBS.

“Indebtedness” means, with respect to any Person at any time, (a) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under leases which should be, in accordance with generally accepted accounting principles, recorded as capital leases; (c) current liabilities of such Person in respect of unfunded vested benefits under plans covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred by another Person on the account of such Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f) obligations of such Person under any guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (g) obligations of such Person secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (h) obligations of such Person under any interest rate or currency exchange agreement.

“Indenture” means the Indenture dated as of February 24, 2005, among the Issuer, UBS, as Noteholder, and the Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Independent” means, when used with respect to any specified Person, that the person (a) is in fact independent of the Issuer, any other obligor upon the Note, the Seller and any Affiliate of any of the foregoing persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

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“Independent Accountants” shall have the meaning set forth in Section 4.11 of the Sale and Servicing Agreement.

“Ineligible Receivable” means any Receivable other than an Eligible Receivable.

“Initial Advance” means the first Advance that is funded on or after the Closing Date.

“Information” shall have the meaning set forth in Section 5.10 of the Sale and Servicing Agreement.

“Insolvency Event” means, with respect to a specified Person, (a) the institution of a proceeding or the filing of a petition against such Person seeking the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such proceeding or petition, decree or order shall remain unstayed or undismissed for a period of 60 consecutive days or an order or decree for the requested relief is earlier entered or issued; or (b) the commencement by such Person 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 such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Intercreditor Agreement” means that certain Intercreditor and Lockbox Administration Agreement dated as of the Closing Date by and among the Originator, the Servicer, the Trustee, the financial institutions signatory thereto as “Contract Buyers” and the joinder parties from time to time signatory thereto.

“Interest Period” means, with respect to the Note and any Payment Date, the Accrual Period most recently ended as of such Payment Date.

“Invested Amount” means, with respect to any date of determination, the aggregate outstanding balance of the Note on such date of determination.

“Investment Company Act” has the meaning set forth in Section 5.01(c) of the Note Purchase Agreement.

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“Investment Earnings” means, with respect to any Payment Date and any Pledged Account, the investment earnings on Pledged Account Property and deposited into such Pledged Account during the related Accrual Period pursuant to Section 5.1(j) of the Sale and Servicing Agreement.

“Issuer” means Gehl Funding LLC until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein, each other obligor on the Note.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Trustee.

“LIBOR” means the rate for one-month deposits in U.S. dollars, which rate is determined on a daily basis by the Noteholder by reference to the British Bankers’ Association LIBOR Rates on Bloomberg (or such other service or services as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits) on such date (or, if such date is not a Business Day, on the immediately preceding Business Day) at or about 11 a.m. New York City time; provided, however, that if no rate appears on Bloomberg on any date of determination, LIBOR shall mean the rate for one-month deposits in U.S. Dollars which appears on the Telerate Page 3750 on any such date of determination; provided further, that if no rate appears on either Bloomberg or such Telerate Page 3750, on any such date of determination LIBOR shall be determined as follows:

LIBOR will be determined at approximately 11:00 a.m., New York City time, on such day on the basis of (a) the arithmetic mean of the rates at which one-month deposits in U.S. dollars are offered to prime banks in the London interbank market by four (4) major banks in the London interbank market selected by the Noteholder and in a principal amount of not less than $75,000,000 that is representative for a single transaction in such market at such time, if at least two (2) such quotations are provided, or (b) if fewer than two (2) quotations are provided as described in the preceding clause (a), the arithmetic mean of the rates, as requested by the Noteholder, quoted by three (3) major banks in New York City, selected by the Noteholder, at approximately 11:00 A.M., New York City time, on such day, one-month deposits in United States dollars to leading European banks and in a principal amount of not less than $75,000,000 that is representative for a single transaction in such market at such time.

“Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable by operation of law as a result of an Obligor’s failure to pay an obligation.

“Liquidated Receivable” means any Receivable (i) which has been liquidated by the Servicer through the sale of the Financed Equipment or (ii) for which the related Financed Equipment has been repossessed and 90 days have elapsed since the date of such repossession or (iii) as to which an Obligor has failed to make more than 90% of a Scheduled Receivable Payment of more than ten dollars ($10.00) for 120 (or, if the related Financed Equipment has been repossessed, 210) or more days as of the end of a Accrual Period or (iv) with respect to which proceeds have been received which, in the Servicer’s judgment, constitute the final amounts recoverable in respect of such Receivable. For purposes of this definition, a Receivable shall be deemed a “Liquidated Receivable” upon the first to occur of the events specified in items (i) through (iv) of the previous sentence.

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“Lockbox Account” means the account maintained by the Lockbox Bank pursuant to Section 4.2(b) of the Sale and Servicing Agreement.

“Lockbox Agreement” means the Lockbox Control Agreement, dated as of February 24, 2005, by and among the Purchaser, the Seller, the Company, the Lockbox Bank and the Collateral Agent as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, or such agreement shall be terminated in accordance with its terms, in which event “Lockbox Agreement” shall mean such other agreement, in form and substance acceptable to the Noteholder, among the Seller, the Company, the Purchaser, the Lockbox Bank and the Collateral Agent and any other appropriate parties.

“Lockbox Bank” means M&I Marshall & Ilsley Bank, or such other depository institution named by the Company and acceptable to the Noteholder at which the Lockbox Account is established and maintained.

“Loss Ratio” means on any date of determination, the sum for the current Accrual Period and each of the two immediately preceding Accrual Periods of the quotient of (i) the sum of (a) the aggregate discounted Principal Balance (discounted at the Portfolio Discount Rate) for all Receivables which have become either (x) more than 180 days delinquent during the any such Accrual Period or (y) have been placed on non-accrual by the Servicer during any such Accrual Period, minus (b) recoveries on Receivables that are more than 180 days delinquent or were placed on non-accrual during any such Accrual Period, divided by (ii) the Aggregate Discounted Eligible Receivable Balance as measured at the start of the current Accrual Period.

“Losses” shall have the meaning set forth in Section 7.7 of the Sale and Servicing Agreement.

“LTV Adjustment Amount” means, with respect to any date of determination for all Receivables the sum of (i) used equipment sold from a Dealer’s Rental Fleet less than six months in age, the product of (A) the excess of (i) the outstanding Principal Balance of each such Receivable at origination, over, (ii) 95% of the Standard Trade Price of the related Financed Equipment, times (B) remaining months to maturity divided by the original months to maturity, plus (ii) for equipment sold from a Dealer’s Rental Fleet between six months and twelve months in age, the aggregate amount of (A) the excess of (i) the outstanding Principal Balance of each such Receivable at origination, over, (ii) 90% of the Standard Trade Price of the related Financed Equipment, times (B) remaining months to maturity divided by the original months to maturity, plus (iii) for all other Eligible Used Equipment, the aggregate amount of (A) the excess of (i) the outstanding Principal Balance of each such Receivable at origination, over, (ii) the quick value at origination of the related Financed Equipment (or substantially similar equipment) securing such Receivable, provided that, such aggregate amount will be calculated in accordance with data as published in the Green Guide, times (B) remaining months to maturity divided by original months to maturity.

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“Majority Noteholder” means the Holders of at least a majority of the Outstanding Amount of the Notes.

“Material Adverse Change” means (a) in respect of any Person, a material adverse change in (i) the business, financial condition, results of operations or properties of such Person and its Subsidiaries or Affiliates, or (ii) the ability of such Person to perform its obligations under any of the Basic Documents to which it is a party, (b) in respect of any Receivable, a material adverse change in (i) the value or marketability of such Receivable or (ii) the probability that amounts now or hereafter due in respect of such Receivable will be collected on a timely basis, in each case in a manner that materially and adversely affects the Noteholder or (c) the ability of the Trustee on behalf of the Noteholder to realize the benefits of the security afforded under the Basic Documents.

“Maximum Invested Amount” means $150,000,000, provided, however that the Company may reduce the Maximum Invested Amount in accordance with the Note Purchase Agreement.

“Moody’s” means Moody’s Investors Service, Inc., or its successor.

“Net Borrowing Base” means, as of any date of determination, an amount equal to the Borrowing Base less any Available Funds (including any Eligible Investments) on deposit in the Collection Account.

“Net Liquidation Proceeds” means, with respect to a Liquidated Receivable, all amounts realized (including, but not limited to, amounts realized from Dealer Reserve Amounts) with respect to such Receivable (other than amounts withdrawn from the Reserve Account) net of (i) reasonable expenses incurred by the Servicer (in the case of the Backup Servicer as successor Servicer, on an aggregate basis) in connection with the collection of any Receivable and the repossession and disposition of any Financed Equipment and the reasonable cost of legal counsel incurred in connection with the enforcement of a Liquidated Receivable (including any amounts payable to Subservicers) and (ii) amounts that are required to be refunded to the Obligor on such Receivable; provided, however, that in the case of the initial Servicer, the Net Liquidation Proceeds with respect to any Receivable shall in no event be less than zero.

“Note” means the floating rate Variable Funding Note, substantially in the form of the Note set forth in Exhibit A-1 to the Indenture and shall include any Note issued upon any assignment, transfer, or exchange of such Note.

“Note Distribution Account” means the account designated as such, established and maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.

“Note Interest Rate” means for any day during the Interest Period the sum of (i) the lesser of (x) LIBOR and (y) the Hedge Agreement Strike Rate for such day and (ii) the Applicable Margin; provided, however, that the Note Interest Rate will in no event be higher than the maximum rate permitted by law.

“Note Paying Agent” means the Trustee or any other Person that meets the eligibility standards for the 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 Note on behalf of the Issuer.

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“Note Purchase Agreement” means the Note Purchase Agreement dated as of February 24, 2005, among UBS, the Issuer and the Servicer, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Note Purchaser” means UBS and its successors and permitted assigns.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.4 of the Indenture.

“Noteholder” means the Person in whose name a Note is registered on the Note Register, as of the immediately preceding Record Date.

“Noteholder’s Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the Noteholder’s Interest Distributable Amount for the preceding Payment Date over the amount that was actually deposited in the Note Distribution Account on such preceding Payment Date on account of the Noteholder’s Interest Distributable Amount.

“Noteholder’s Interest Distributable Amount” means, with respect to any Payment Date, the sum of the Noteholder’s Monthly Interest Distributable Amount for such Payment Date and the Noteholder’s Interest Carryover Shortfall for such Payment Date, if any, plus interest on the Noteholder’s Interest Carryover Shortfall, to the extent permitted by law, at the Note Interest Rate for the related Interest Period(s), from and including the preceding Payment Date to, but excluding, the current Payment Date.

“Noteholder’s Monthly Cap Distributable Amount” means, with respect to any Payment Date, the sum for each day during the related Interest Period of the product of (i) the excess of LIBOR over the Hedge Agreement Strike Rate for each day during such Interest Period, (ii) the Invested Amount for each day during such Interest Period and (iii) 1/360.

“Noteholder’s Monthly Interest Distributable Amount” means, with respect to any Payment Date, the sum for each day during the related Interest Period of the product of (i) the Note Interest Rate for each day during such Interest Period, (ii) the Invested Amount for each day during such Interest Period and (iii) 1/360.

“Noteholder’s Principal Distributable Amount” means, with respect to any Payment Date (other than the Final Scheduled Payment Date) either (A) prior to the Facility Termination Date, the Borrowing Base Deficiency, if any, or (B) upon the earlier of (i) the Facility Termination Date and (ii) the date on which the Invested Amount of the Note is equal to or less than 20% of the aggregate amount of the Advances made over the life of the Note, an amount equal to the lesser of (i) amount on deposit in the Collection Account subsequent to payments made under Sections 5.6(c)(i) through 5.6(c)(v) of the Sale and Servicing Agreement and (ii) the aggregate outstanding principal amount of the Note. The Noteholder’s Principal Distributable Amount on the Final Scheduled Payment Date will equal to the aggregate outstanding principal amount of the Note.

Annex A - 24

“Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Equipment and any other Person who owes payments under the Receivable.

“Officer’s Certificate” means a certificate signed by an Executive Officer of the Originator, the Seller, the Purchaser or the Servicer, as appropriate.

“Opinion of Counsel” means a written opinion of counsel who may be but need not be counsel to the Purchaser, the Seller or the Servicer, which counsel shall be reasonably acceptable to the Trustee and the Noteholder and which opinion shall be reasonably acceptable in form and substance to the Trustee and to the Noteholder.

“Originator” means Gehl Company, a Wisconsin corporation.

“Originator Indemnified Party” shall have the meaning set forth in Section 7.7 of the Sale and Servicing Agreement.

“Originator’s Underwriting Practices and Procedures” means, as of the Closing Date, the underwriting practices and procedures as approved by the Noteholder and which were established by the Originator and used in the ordinary course of business by the Originator and its Dealers in originating Receivables, determining the credit worthiness of Obligors and establishing the amount and terms of each Obligor’s credit line. Such term shall also include any subsequent written policy which reflects the Originator’s underwriting and origination practices and procedures.

“Other Conveyed Property” means all property conveyed by the Seller to the Purchaser pursuant to Section 2.1 (a) of the Sale and Servicing Agreement and Section 2 of each Assignment.

“Outstanding” means, as of the date of determination, the Note theretofore authenticated and delivered under the Indenture except:

(i) the Note theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii) the Note the payment for which money in the necessary amount has been theretofore deposited with the Trustee or any Note Paying Agent in trust for the Holder of the Note (provided, however, that if the Note is to be prepaid, notice of such prepayment has been duly given pursuant to this Indenture, satisfactory to the Trustee); and

(iii) the Note in exchange for or in lieu of another Note which have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is presented that any Note is held by a bona fide purchaser.

“Outstanding Amount” means the aggregate principal amount of all Notes outstanding at the date of determination.

Annex A - 25

“Payment Date” means, with respect to each Accrual Period, the 15^th day of the following calendar month, or if such day is not a Business Day, the immediately following Business Day, commencing on April 15, 2005.

“Person” means any individual, corporation, estate, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Physical Property” has the meaning assigned to such term in the definition of “Delivery” above.

“Pledged Account Property” means the Pledged Accounts, all amounts and investments held from time to time in any Pledged Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing.

“Pledged Accounts” has the meaning assigned thereto in Section 5.1(f) of the Sale and Servicing Agreement.

“Portfolio Discount Rate” shall mean a rate equal to the sum of the (i) the relevant Hedge Agreement Strike Rate, and (ii) 1.85% per annum.

“Principal Balance” of a Receivable, as of the close of business on the last day of an Accrual Period, means the Amount Financed minus the sum of the following amounts without duplication: (i) in the case of a Rule of 78‘s Receivable, that portion of all Scheduled Receivable Payments actually received on or prior to such day allocable to principal using the actuarial or constant yield method; (ii) in the case of a Simple Interest Receivable, that portion of all Scheduled Receivable Payments actually received on or prior to such day allocable to principal using the Simple Interest Method; (iii) any payment of the Purchase Amount with respect to the Receivable allocable to principal; (iv) any Cram Down Loss in respect of such Receivable; and (v) any prepayment in full or any partial prepayment applied to reduce the principal balance of the Receivable.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Purchase Amount” means, on any date of determination with respect to a Defective Receivable, the net present value of the remaining payments on such Receivable discounted using the Portfolio Discount Rate.

“Purchase and Sale Agreement” means that certain Purchase and Sale Agreement, dated as of February 24, 2005, between the Company, as the Seller, and Gehl Receivables LLC, as the Purchaser.

“Purchase Price” means, with respect to each Receivable and related Other Conveyed Property transferred to the Purchaser on the Closing Date or on any Funding Date, an amount equal to the Principal Balance of such Receivable as of the Closing Date or such Funding Date, as applicable.

Annex A - 26

“Purchased Receivable” means any Receivable repurchased as of the close of business on the last day of an Accrual Period by the Servicer pursuant to Section 4.7 of the Sale and Servicing Agreement or repurchased by the Seller pursuant to Section 3.3 or Section 3.5 of the Sale and Servicing Agreement.

“Purchaser”means Gehl Funding LLC.

“Purchaser Property” means the Receivables and Other Conveyed Property, together with certain monies received after the related Cutoff Date, the Receivables Insurance Policies, the Collection Account (including all Eligible investments therein and all proceeds therefrom), the Lockbox Account and certain other rights under the Sale and Servicing Agreement.

“Qualified Institution” means a depository institution organized under the laws of the United States of America or any one of the States thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or one of the States thereof and subject to supervisions and examination by federal or state banking authorities which at all times satisfies the long term and short term ratings as required by the Rating Agencies and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.

“Rating Agency” means each of Moody’s and Standard & Poor’s, and any successors thereof. If no such organization or successor maintains a rating on the Note, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person designated by the Noteholder, notice of which designation shall be given to the Trustee and the Servicer.

“Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have been given ten (10) days’ (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof and that each of the Rating Agencies shall have notified the Seller, the Servicer, the Note Purchaser and the Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of the Note.

“Realized Losses” means, with respect to any Receivable that becomes a Liquidated Receivable, the excess of the Principal Balance of such Liquidated Receivable over Net Liquidation Proceeds allocable to principal thereof.

“Receivable” means each Contract for Financed Equipment which is listed on the Schedule of Receivables and is an Eligible Receivable at the time of its transfer under the Purchase and Sale Agreement and the Sale and Servicing Agreement, as the case may be, and all rights and obligations thereunder (other than Receivables that shall have become Purchased Receivables).

“Receivable Files” means the documents specified in Section 3.4(a) of the Sale and Servicing Agreement.

Annex A - 27

“Receivables Insurance Policy” means, with respect to a Receivable, any insurance policy (including the insurance policies described in Section 4.4 of the Sale and Servicing Agreement) benefiting the holder of the Receivable providing loss or physical damage, theft, mechanical breakdown or similar coverage with respect to the Financed Equipment or the Obligor.

“Record Date” means, with respect to a Payment Date, the close of business on the day three (3) days prior to such Payment Date.

“Related Receivables” means, with respect to a Funding Date, the Receivables listed on Schedule A to the applicable Assignment executed and delivered by the Seller with respect to such Funding Date.

“Release Request” shall have the meaning set forth in Section 3.6 of the Sale and Servicing Agreement.

“Rental Fleet Receivables” means Receivables secured by Financed Equipment purchased by Dealers for use in a rental fleet.

“Repossessed Receivable” means a Receivable with respect to which the earlier to occur of (i) the date the Financed Equipment is actually repossessed and (ii) 30 days after the date the Financed Equipment is authorized for repossession.

“Repurchase Price” has the meaning specified in Section 5.9 of the Sale and Servicing Agreement.

“Required Reserve Account Amount means, on any date of determination, an amount equal to the sum of (i) the greater of (x) 1.0% of the sum of the aggregate amount advanced on each Funding Date (including the Closing Date), provided however that such amount shall not exceed $1,500,000, and (y) 2% of the Outstanding Amount; plus (ii) the Cash Reserve Amount.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.

“Responsible Officer” means, in the case of the Trustee, the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, vice-president, assistant vice-president or managing director, the secretary, and assistant secretary or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Rule of 78‘s Receivable” means any Receivable under which the portion of a payment allocable to earned interest (which may be referred to in the related retail installment sale contract as an add-on finance charge) and the portion allocable to the Amount Financed is determined according to the method commonly referred to as the “Rule of 78‘s” method or the “sum of the months’ digits” method or any equivalent method.

Annex A - 28

“Rule 144A Information” has the meaning set forth in Section 3.25 of the Indenture.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of February 24, 2005, among the Purchaser, the Originator, the Seller, the Servicer, the Backup Servicer, the Custodian and the Trustee, as the same may be amended or supplemented from time to time.

“Scheduled Maturity Date” means February 15, 2008, or such later date as agreed upon pursuant to Section 2.05 of the Note Purchase Agreement.

“Schedule of Receivables” means the Schedule of all Receivables purchased by Seller pursuant to the Purchase and Sale Agreement and each Sale Assignment thereunder and purchased by the Purchaser pursuant to the Sale and Servicing Agreement and each Assignment which is attached as Schedule A to the Sale and Servicing Agreement, as amended or supplemented by each Addition Notice and otherwise from time to time in accordance with the terms of the Sale and Servicing Agreement, the Purchase and Sale Agreement or the related Assignment or Sale Assignment, as applicable.

“Scheduled Receivable Payment” means, with respect to any Receivable, the amount set forth in the related Contract as the amount required to be paid by the Obligor for each Accrual Period. If after the Closing Date, the amount required to be paid by the Obligor under a Contract has been modified so as to differ from the amount originally specified in such Contract (i) as a result of the order of a court in an insolvency proceeding involving the Obligor or (ii) as a result of modifications or extensions of the Receivable as permitted by Section 4.2 of the Sale and Servicing Agreement, the Scheduled Receivable Payment for such Receivable shall refer to the Obligor’s payment obligation as so modified.

“Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to, or on behalf of, the Trustee for the benefit of the Noteholder under the Indenture or the Note.

“Secured Parties” means each of the Trustee, the Note Purchaser, and the Back-up Servicer in respect of the Secured Obligations.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” means Gehl Receivables LLC, a Delaware limited liability company.

“Servicer” means Gehl Company in its capacity as the servicer of the Receivables, and each successor Servicer pursuant to Section 9.3 of the Sale and Servicing Agreement.

“Servicer Delinquency Ratio” means, as of any date of determination, the average, for the three (3) months preceding such date of determination, of the aggregate principal balance of all receivables which are more than sixty (60) days contractually past due that are serviced by the Servicer divided by the aggregate principal balance of all receivables serviced by the Servicer.

Annex A - 29

“Servicer Extension Notice” has the meaning specified in Section 4.15 of the Sale and Servicing Agreement.

“Servicer Financial Threshold Event” shall occur on any date of determination as determined by the Noteholder on which the book equity of the Servicer is less than $115,000,000.

“Servicer Pool Loss Ratio” means on any date of determination, the sum for the current Accrual Period and each of the two immediately preceding Accrual Periods of (i) the quotient of (a) aggregate principal balance of all receivables serviced by the Servicer (irrespective of whether such receivables are subject to the transactions contemplated by the Basic Documents), and which have become either (x) more than 180 days delinquent during any such Accrual Period or (y) have been placed on non-accrual by the Servicer during any such Accrual Period, minus (b) recoveries on all such receivables serviced by the Servicer that are more than 180 days delinquent or were placed on non-accrual during any such Accrual Period, divided by (ii) the aggregate principal balance of all receivables serviced by the Servicer at the start of the current Accrual Period.

“Servicer Termination Event” means an event specified in Section 9.1 of the Sale and Servicing Agreement.

“Servicer’s Certificate” means a certificate completed and executed by a Servicing Officer and delivered pursuant to Section 4.9 of the Sale and Servicing Agreement, substantially in the form of Exhibit G to the Sale and Servicing Agreement.

“Servicing Fee” has the meaning specified in Section 4.8 of the Sale and Servicing Agreement.

“Servicing Fee Percentage” means 1.0%, provided that if Backup Servicer is the Servicer, the Servicing Fee Percentage shall be as set forth in the Backup Servicer Fee Letter.

“Servicing Officer” means any Person whose name appears on a list of Servicing Officers delivered to the Trustee and the Noteholder, as the same may be amended, modified or supplemented from time to time.

“Simple Interest Method” means the method of allocating a fixed level payment between principal and interest, pursuant to which the portion of such payment that is allocated to interest is equal to the product of the APR multiplied by the unpaid balance multiplied by the period of time (expressed as a fraction of a year, based on the actual number of days in the calendar month and the actual number of days in the calendar year) elapsed since the preceding payment of interest was made and the remainder of such payment is allocable to principal.

Annex A - 30

“Simple Interest Receivable” means a Receivable under which the portion of the payment allocable to interest and the portion allocable to principal is determined in accordance with the Simple Interest Method.

“Standard & Poor’s” “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor.

“Standard Trade Price” means the list price less the standard trade discount.

“State” means any one of the 50 states of the United States of America or the District of Columbia.

“Subservicer” has the meaning set forth in Section 8.4 of the Sale and Servicing Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which a majority of the outstanding shares of capital stock or other equity interest having ordinary voting power for the election of directors or their equivalent is at the time owned by such Person directly or through one or more Subsidiaries.

“Taxes” has the meaning set forth in Section 3.05 of the Note Purchase Agreement.

“Term” has the meaning set forth in Section 2.05 of the Note Purchase Agreement.

“Termination Date” means the date on which the Trustee shall have received payment and performance of all Secured Obligations but in no event shall be later than March 15, 2015.

“341 Hearing” means the judicial hearing in which a person subject to a Chapter 7 Insolvency Event has presented his plan of reorganization to the bankruptcy court and all of his creditors.

“Trust Estate” means all money, instruments, rights and other property that are subject to the lien and security interest of the Indenture for the benefit of the Noteholder (including all Collateral Granted to the Trustee), including all proceeds thereof.

“Trustee” means JPMorgan Chase Bank, National Association, a national banking association, not in its individual capacity but as trustee under the Indenture, or any successor trustee under the Indenture.

“Trustee Fee” means (A) the fee payable to the Trustee on each Payment Date as set forth in the Fee Schedule, and (B) any other amounts payable to the Trustee pursuant to the Fee Schedule.

“UBS” means UBS Real Estate Securities Inc.

Annex A - 31

“UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time.

“Unused Facility Fee” has the meaning set forth in Section 3.02 of the Note Purchase Agreement.

“Weighted Average Life” means with respect to any pool of Receivables, the average maturity of the principal component of the Scheduled Receivable Payments for such Receivables.

Annex A - 32

EX-10.5 6 cmw1255d.htm INDENTURE

Execution Copy

$150,000,000

Variable Funding Notes

INDENTURE

Dated as of February 24, 2005

GEHL FUNDING LLC,

Issuer

UBS REAL ESTATE SECURITIES INC.,

Noteholder

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

Trustee

			PAGE NO.
ARTICLE I
	DEFINITIONS AND INCORPORATION BY REFERENCE		2
	SECTION 1.1	Definitions	2
	SECTION 1.2	Other Definitional Provisions	3
ARTICLE II
	THE NOTES		3
	SECTION 2.1	Form	3
	SECTION 2.2	Execution, Authentication and Delivery	4
	SECTION 2.3	[Reserved]	4
	SECTION 2.4	Registration; Registration of Transfer and Exchange	4
	SECTION 2.5	Restrictions on Transfer and Exchange	6
	SECTION 2.6	Mutilated, Destroyed, Lost or Stolen Note	9
	SECTION 2.7	Persons Deemed Owner	10
	SECTION 2.8	Payment of Principal and Interest; Defaulted Interest	10
	SECTION 2.9	Cancellation	10
	SECTION 2.10	Release of Collateral	11
	SECTION 2.11	Amount Limited; Advances	11
ARTICLE III
	COVENANTS		12
	SECTION 3.1	Payment of Principal and Interest	12
	SECTION 3.2	Maintenance of Office or Agency	12
	SECTION 3.3	Money for Payments to be Held in Trust	12
	SECTION 3.4	Existence	14
	SECTION 3.5	Protection of Trust Estate	14
	SECTION 3.6	Opinions as to Trust Estate	14
	SECTION 3.7	Performance of Obligations; Servicing of Receivables	15
	SECTION 3.8	Negative Covenants	16
	SECTION 3.9	Annual Statement as to Compliance	16
	SECTION 3.10	Issuer May Consolidate, Etc, Only on Certain Terms	17
	SECTION 3.11	Successor or Transferee	18
	SECTION 3.12	No Other Business	19
	SECTION 3.13	No Borrowing	19
	SECTION 3.14	Guarantees, Loans, Advances and Other Liabilities	19
	SECTION 3.15	Capital Expenditures	19



	SECTION 3.16	Compliance with Laws	19
	SECTION 3.17	Restricted Payments	19
	SECTION 3.18	Notice of Events of Default and Funding Termination Events	20
	SECTION 3.19	Further Instruments and Acts	20
	SECTION 3.20	Amendments of Basic Documents	20
	SECTION 3.21	Income Tax Characterization	20
	SECTION 3.22	Separate Existence of the Issuer	20
	SECTION 3.23	Amendment of Issuer's Organizational Documents	20
	SECTION 3.24	Other Agreements	21
	SECTION 3.25	Rule 144A Information	21
	SECTION 3.26	Change of Control	21
ARTICLE IV
	SATISFACTION AND DISCHARGE		21
	SECTION 4.1	Satisfaction and Discharge of Indenture	21
	SECTION 4.2	Application of Trust Money	22
	SECTION 4.3	Repayment of Moneys Held by Note Paying Agent	22
ARTICLE V
	REMEDIES		22
	SECTION 5.1	Events of Default	22
	SECTION 5.2	Rights Upon Event of Default	25
	SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	25
	SECTION 5.4	Remedies	27
	SECTION 5.5	Optional Preservation of the Receivables	28
	SECTION 5.6	Priorities	28
	SECTION 5.7	Limitation of Suits	28
	SECTION 5.8	Unconditional Rights of the Noteholders To Receive Principal and Interest	29
	SECTION 5.9	Restoration of Rights and Remedies	29
	SECTION 5.10	Rights and Remedies Cumulative	29
	SECTION 5.11	Delay or Omission Not a Waiver	30
	SECTION 5.12	Control by Noteholders	30
	SECTION 5.13	Waiver of Past Defaults	30
	SECTION 5.14	Undertaking for Costs	30
	SECTION 5.15	Waiver of Stay or Extension Laws	31
	SECTION 5.16	Sale of Trust Estate	31
	SECTION 5.17	Performance and Enforcement of Certain Obligations	32
ARTICLE VI
	THE TRUSTEE		32



	SECTION 6.1	Duties of Trustee	32
	SECTION 6.2	Rights of Trustee	34
	SECTION 6.3	Individual Rights of Trustee	35
	SECTION 6.4	Trustee's Disclaimer	35
	SECTION 6.5	Notice of Defaults	35
	SECTION 6.6	Reports by Trustee to the Noteholders, etc	35
	SECTION 6.7	Compensation and Indemnity	35
	SECTION 6.8	Replacement of Trustee	36
	SECTION 6.9	Successor Trustee by Merger	37
	SECTION 6.10	Appointment of Co-Trustee or Separate Trustee	37
	SECTION 6.11	Eligibility; Disqualification	39
	SECTION 6.12	Appointment	39
	SECTION 6.13	Performance of Duties	39
	SECTION 6.14	Representations and Warranties of the Trustee	39
	SECTION 6.15	Waiver of Setoffs	40
ARTICLE VII
	[RESERVED]		40
ARTICLE VIII
	COLLECTION OF MONEY AND RELEASES OF TRUST ESTATE		40
	SECTION 8.1	Collection of Money	40
	SECTION 8.2	Release of Trust Estate	40
	SECTION 8.3	Opinion of Counsel	41
ARTICLE IX
	SUPPLEMENTAL INDENTURES		41
	SECTION 9.1	Supplemental Indentures Without Consent of Noteholders	41
	SECTION 9.2	Execution of Supplemental Indentures	42
	SECTION 9.3	Effect of Supplemental Indenture	42
ARTICLE X
	REPAYMENT AND PREPAYMENT OF NOTES		43
	SECTION 10.1	Repayment of the Note; Optional Prepayment of the Note; Reductions of
		Maximum Invested Amount	43
	SECTION 10.2	Notice of Prepayment	43
	SECTION 10.3	General Procedures	43
ARTICLE XI
	MISCELLANEOUS		44

iii



SECTION 11.1	Compliance Certificates and Opinions, etc	44
SECTION 11.2	Form of Documents Delivered to Trustee	45
SECTION 11.3	Acts of the Noteholders	45
SECTION 11.4	Notices, etc., to Trustee, Issuer, Noteholders and Rating Agencies	46
SECTION 11.5	Waiver	46
SECTION 11.6	Alternate Payment and Notice Provisions	46
SECTION 11.7	Effect of Headings and Table of Contents	47
SECTION 11.8	Successors and Assigns; Third Party Beneficiary	47
SECTION 11.9	Severability	47
SECTION 11.10	Legal Holidays	47
SECTION 11.11	Governing Law	47
SECTION 11.12	Counterparts	47
SECTION 11.13	Recording of Indenture	47
SECTION 11.14	Issuer Obligation	47
SECTION 11.15	No Petition	48
SECTION 11.16	Inspection	48
SECTION 11.17	Entire Agreement	48
SECTION 11.18	Subordination Agreement	48
SECTION 11.19	Trustee Direction	49
SECTION 11.20	Hedge Agreements	49

Exhibits


Exhibit A-1	Form of Variable Funding Note
Exhibit A-2	Form of Transferor Certification
Exhibit A-3	Form of Transferee Certification

INDENTURE dated as of February 24, 2005, by and among GEHL FUNDING LLC, a Delaware limited liability company, as issuer (the “Issuer”), UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as the initial Noteholder, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the benefit of each Holder of the Issuer’s Variable Funding Notes (the “Notes”):

To secure the payment of principal of and interest on, and any other amounts owing in respect of the Note, and to secure compliance with this Indenture, the Issuer has agreed to pledge the Collateral (as defined below) as collateral to the Trustee for the benefit of the Secured Parties.

GRANTING CLAUSE

The Issuer hereby Grants to the Trustee on the Closing Date, as Trustee for the benefit of the Secured Parties, all right, title and interest of the Issuer, whether now existing or hereafter arising, in and to the following;

(a) the Receivables listed in the Schedule of Receivables from time to time;

(b) all monies received under the Receivables on and after the related Cutoff Date, including without limitation all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date;

(c) the security interests in the Financed Equipment granted by Obligors and the Originator pursuant to the related Contracts and any other interest of the Issuer in such Financed Equipment;

(d) any proceeds from claims on any Receivables Insurance Policies or certificates relating to the Financed Equipment securing the Receivables or the Obligors thereunder;

(e) all proceeds from Dealer Recourse with respect to the Receivables;

(f) refunds from the costs of, and other amounts received in connection with, extended warranty contracts with respect to Financed Equipment securing the Receivables;

(g) the Receivable File related to each Receivable and all other documents that the Originator or the Servicer keeps on file in accordance with its customary procedures for originating or servicing the Receivables for Obligors of the Financed Equipment;

(h) all amounts and property from time to time held in or credited to the Lockbox Account (with respect to the Receivables), the Collection Account, the Note Distribution Account, the Cap Distribution Account and the Reserve Account (it being understood that title to the Lockbox Account is not conveyed hereunder);

(i) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Issuer pursuant to a liquidation of such Receivable;

(i) the Sale and Servicing Agreement, including a direct right to cause the Seller to purchase Receivables from the Issuer pursuant to the Sale and Servicing Agreement under the circumstances specified therein;

(j) the Purchase and Sale Agreement, including a direct right to cause the Originator to purchase Receivables from the Seller pursuant to the Purchase and Sale Agreement under the circumstances specified therein;

(k) any Hedge Agreements;

(l) the Note Purchase Agreement (to the extent of the Issuer’s rights against the Servicer); and

(m) all present and future claims, 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, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the property described in this Granting Clause, the “Collateral”).

The foregoing Grant is made in trust to the Trustee, for the benefit of the Secured Parties, to secure the payment of principal of and interest on, and any other amounts owing in respect of the Note, to secure the Secured Obligations and to secure compliance with this Indenture. Without limiting the generality of the foregoing, it is understood that all of the representations and warranties made by Seller from time to time under the Sale and Servicing Agreement, and all of the Issuer’s rights and remedies in respect thereof, are pledged to the Trustee for the benefit of the Noteholders hereunder. The Trustee hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required in this Indenture. This Indenture shall constitute a security agreement for purposes of the UCC as in effect in the States of New York and Delaware.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in Annex A to the Sale and Servicing Agreement dated as of the Closing Date among the Issuer, the Seller, the Servicer, the Originator, the Backup Servicer, the Custodian and the Trustee, as the same may be amended or supplemented from time to time (the “Sale and Servicing Agreement”). Except as otherwise specified herein, any action hereunder or under the Notes requiring the consent, approval or acceptance of, or any direction by, the Noteholders shall require consent or direction, as applicable, of the Holders of at least a majority of the Outstanding Amount of the Notes.

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SECTION 1.2 Other Definitional Provisions.

(i) All terms defined in this Indenture shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(ii) Accounting terms used but not defined or partly defined in this Indenture, in any instrument governed hereby or in any certificate or other document made or delivered pursuant hereto, to the extent not defined, shall have the respective meanings given to them under GAAP or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Indenture or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Indenture or in any such instrument, certificate or other document shall control.

(iii) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture.

(iv) Section, Schedule and Exhibit references contained in this Indenture are references to Sections, Schedules and Exhibits in or to this Indenture unless otherwise specified; and the term “including” shall mean “including without limitation.”

(v) The definitions contained in this Indenture are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(vi) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as the same may from time to time be amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments and instruments associated therewith; all references to a Person include its permitted successors and assigns.

ARTICLE II

THE NOTES

SECTION 2.1 Form. Each Note, together with the Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A-1, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and 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 Note, as evidenced by their execution of the Note. Any portion of the text of a Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Only one Note will be issued on the Closing Date which Note shall be subject to Advances and prepayments from time to time in accordance with Section 2.11 and Article X, respectively.

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(a) Each Note 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 Note, as evidenced by their execution of such Note.

(b) The terms of the form of Note set forth in Exhibit A-1 are part of the terms of this Indenture.

SECTION 2.2 Execution, Authentication and Delivery. 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.

(a) A Note 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 offices prior to the authentication and delivery of the Note or did not hold such offices at the date of the Note.

(b) The Trustee shall upon receipt of an Issuer Order for authentication and delivery, authenticate and deliver the Notes for original issue in an aggregate principal amount up to, but not in excess of, the Maximum Invested Amount.

(d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears attached to such Note a certificate of authentication substantially in the form provided for herein, executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate attached to such Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.3 [Reserved]

SECTION 2.4 Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 2.5, the Issuer shall provide for the registration of the Notes, and the registration of transfers and exchanges of the Notes. The Trustee initially shall be “Note Registrar” for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation or removal of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

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

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(b) Subject to Section 2.5 hereof, upon surrender for registration of transfer of a Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note in the minimum denomination of $10,000,000 or any multiple of $1,000 in excess thereof and a like aggregate principal amount.

(c) At the option of any Holder, Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever the Note is so surrendered for exchange, subject to Section 2.5 hereof, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and upon written request by the Issuer, the Trustee shall authenticate, and the Noteholders shall obtain from the Trustee, the Notes which the Noteholders making the exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Note Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

(d) A Note issued upon any registration of transfer or exchange of a Note shall be the valid obligation of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Note surrendered upon such registration of transfer or exchange.

(e) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or accompanied by a written instrument of transfer in the form attached to Exhibit A-1 duly executed by, the Holder thereof or such Holder’s attorney, duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act and (ii) accompanied by such other documents as the Trustee may require.

(f) No service charge shall be made to a Holder for any registration of transfer or exchange of a Note, but the Note Registrar 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 a Note.

(g) The preceding provisions of this Section 2.4 notwithstanding, the Issuer shall not be required to make and the Note Registrar shall not register transfers or exchanges of any Note selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

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SECTION 2.5 Restrictions on Transfer and Exchange.

(a) No transfer of a Note shall be made unless the transferor thereof has provided a certification substantially in the form of Exhibit A-2 that such transfer is (i) to the Issuer or an Affiliate of the Issuer, or (ii) to any person the transferor reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) (a “Qualified Institutional Buyer”) in a transaction meeting the requirements of Rule 144A under the Securities Act and Section 2.5(b) hereof, or (iii) in compliance with Section 2.5(b) hereof, (A) to an institutional investor that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, or (B) in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided, that, in the case of clauses (iii)(A) and (iii)(B) above, the Trustee or the Issuer may require an Opinion of Counsel to the effect that such transfer may be effected without registration under the Securities Act, which Opinion of Counsel, if so required, shall be addressed to the Issuer and the Trustee and shall be secured at the expense of such Holder. Each prospective purchaser by its acquisition of a Note, acknowledges that the Note will contain a legend substantially to the effect set forth in Section 2.5(c) (unless the Issuer determines otherwise in accordance with applicable law).

Any transfer or exchange of a Note to a proposed transferee taking such transfer in the form of a Note shall be conducted in accordance with the provisions of Section 2.4 and the Note Purchase Agreement, and shall be contingent upon receipt by the Note Registrar of (A) such Note, if applicable, properly endorsed for assignment or transfer or (B) written instructions from such Transferor directing the Note Registrar to cause to be credited the beneficial interest in or amount of the corresponding Note to the account designated by such Transferor in an amount equal to the amount of such Note or beneficial interest to be transferred (but not less than the minimum authorized denomination applicable to the Note) and (C) such certificates or signatures as may be required under the Note or this Section 2.5, in each case, in form and substance satisfactory to the Note Registrar. The Note Registrar shall cause any such transfers and related cancellations or increases and related reductions, as applicable, to be properly recorded in its books in accordance with the requirements of Section 2.4.

(b) Transfers Generally. Each purchaser of a Note will be deemed to have represented and agreed as follows:

(i) In the case of a purchaser that is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act), that the purchaser (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Notes to it is being made in reliance on the exemption from registration provided by Rule 144A under the Securities Act and (3) is acquiring the Notes for its own account or for one or more investor accounts, each of which is for a Qualified Institutional Buyer, and as to each of which the purchaser exercises sole investment discretion, for the purchaser and for each such account.

(ii) The purchaser 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 Notes, and the purchaser and any accounts for which it is acting are each able to bear the economic risk of the purchaser’s or its investment.

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(iii) The purchaser understands that the Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Notes have not been and will not be registered under the Securities Act, and, if in the future the purchaser decides to offer, resell, pledge or otherwise transfer the Notes, the Notes may be offered, resold, pledged or otherwise transferred only in accordance with the legend on the Notes set forth in Section 2.5(c). The purchaser acknowledges that no representation is made by the Issuer as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Notes.

(iv) The purchaser is not purchasing the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Act. The purchaser understands that an investment in the Notes involves certain risks, including the risk of loss of a substantial part of its investment under certain circumstances. The purchaser has had access to such financial and other information concerning the Issuer and the Notes as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Notes, including an opportunity to ask questions of and request information from the Noteholders and the Issuer.

(v) In connection with the transfer of the Notes: (A) none of the Issuer or the Noteholders is acting as a fiduciary or financial or investment adviser for the purchaser; (B) the purchaser is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer or the Noteholders other than any representations expressly set forth in a written agreement with such party; (C) none of the Issuer or the Noteholders have given to the purchaser (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of the Indenture or documentation for the Notes; (D) the purchaser has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer; (E) the purchaser has determined that the rates, prices or amounts and other terms of the purchase and sale of the Notes reflect those in the relevant market for similar transactions; (F) the purchaser is acquiring the Notes with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and it is capable of assuming and willing to assume (financially and otherwise) those risks; and (G) the purchaser is a sophisticated investor.

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(vi) The purchaser will not, at any time, offer to buy or offer to sell the Notes by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitations or advertisings.

(vii) The purchaser represents that either (1) it is not a Benefit Plan and is not acting on behalf of or investing plan assets of a Benefit Plan or (2) the purchaser’s purchase and holding of a Note is entitled to exemptive relief from the prohibited transaction rules of Section 406 of ERISA and Section 4975 of the Code pursuant to a U.S. Department of Labor prohibited transaction class exemption.

(viii) The purchaser acknowledges that the Issuer, the Noteholders and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that, if any of the acknowledgments, representations or warranties deemed to have been made by it by or in connection with its purchase of the Notes are no longer accurate, it shall promptly notify the Issuer and the Noteholders. If the purchaser is acquiring the Notes as a fiduciary or agent for one or more investor accounts, it shall be deemed to have represented that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

(ix) Any transfer to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) is expressly conditioned upon the requirement that such transferee shall deliver a Transferee’s Certificate in the form of Exhibit A-3.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) AND THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY TO (1) THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE) OR AN AFFILIATE OF THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3)(A) TO A U.S. PERSON THAT IS AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT, OR (B) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION; PROVIDED, THAT IN CONNECTION WITH TRANSFERS PURSUANT TO CLAUSES 3(A) OR 3(B) ABOVE, THE TRUSTEE OR THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, WHICH OPINION OF COUNSEL, IF SO REQUIRED, SHALL BE ADDRESSED TO THE ISSUER AND THE TRUSTEE AND SHALL BE SECURED AT THE EXPENSE OF THE HOLDER.

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SECTION 2.6 Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a 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 Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a bona fide purchaser, and 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 Trustee in connection therewith.

(a) Upon the issuance of any replacement Note under this Section, 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 the fees and expenses of the Trustee and its counsel) connected therewith.

(b) Every replacement Note issued pursuant to this Section in replacement of 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 at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Note duly issued hereunder.

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

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SECTION 2.7 Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name any Note is registered (as of the applicable Record Date) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note, for all other purposes whatsoever and whether or not such Note be overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

SECTION 2.8 Payment of Principal and Interest; Defaulted Interest.

(a) The Notes shall accrue interest as provided in the form of the Note set forth in Exhibit A-1, and such interest shall be due and payable on each Payment Date, as specified therein. Any installment of interest or principal, if any, payable on a Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note is registered on the Record Date, either by wire transfer in immediately available funds to such Person’s account as it appears on the Note Register on such Record Date if (i) such Noteholder has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) such Noteholder is the Issuer, or an Affiliate thereof, or if not by check mailed to such Noteholder at the address of such Noteholder appearing on the Note Register, except for the final installment of principal payable with respect to such Note on a Payment Date or on the Final Scheduled Payment Date, which shall be payable as provided below.

(b) All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto. Upon written notice from the Issuer, the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

(c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the Note Interest Rate then in effect in any lawful manner. The Issuer may pay such defaulted interest to the Noteholders on the immediately following Payment Date, and if such amount is not paid on such following Payment Date, then on a subsequent special record date, which date shall be at least five Business Days prior to the Payment Date. The Issuer shall fix or cause to be fixed any such special record date and Payment Date, and, at least 15 days before any such special record date, the Issuer shall mail to the Noteholders and the Trustee a notice that states the special record date, the Payment Date and the amount of defaulted interest to be paid.

SECTION 2.9 Cancellation. Each Note surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Note previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and the Note so delivered shall be promptly canceled by the Trustee. No Note shall be authenticated in lieu of or in exchange for any Note canceled as provided in this Section, except as expressly permitted by this Indenture. The canceled Note may be held or disposed of by the 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 destroyed or returned to it; provided that such Issuer Order is timely and such Note has not been previously disposed of by the Trustee.

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SECTION 2.10 Release of Collateral. Subject to the terms of the other Basic Documents and Sections 10.1 and 11.1, the Trustee shall, on or after the Termination Date, release any remaining portion of the Collateral from the lien created by this Indenture and deposit in the Collection Account any funds then on deposit in any other Pledged Account. In addition, the Trustee shall release Ineligible Receivables from the lien created by this Indenture upon any dividend or other distribution or transfer of such Ineligible Receivables pursuant to the Sale and Servicing Agreement. The Trustee shall release property from the lien created by this Indenture pursuant to this Section 2.10 only upon receipt of an Issuer Request accompanied by an Officer’s Certificate meeting the applicable requirements of Section 11.1.

SECTION 2.11 Amount Limited; Advances.

The maximum aggregate principal amount of the Notes which may be authenticated and delivered and Outstanding at any time under this Indenture is limited to the Maximum Invested Amount.

On each Business Day prior to the Facility Termination Date that is a Funding Date, and upon the satisfaction of all conditions precedent to (a) the funding of an Advance and (b) the purchase of Receivables, in each case as set forth in Section 2.1(b) of the Sale and Servicing Agreement and Sections 6.01 and 6.02 of the Note Purchase Agreement, the Issuer shall be entitled to borrow funds pursuant to an Advance on such Funding Date in an aggregate principal amount equal to the Advance Amount with respect to such Funding Date. Each request by the Issuer for an Advance shall be deemed to be a certification by the Issuer as to the satisfaction of the conditions specified in the previous sentence.

The aggregate outstanding principal amount of the Notes may be increased through the funding of the Advances. The Issuer and the Servicer shall promptly notify the Trustee of each Advance and corresponding Advance Amount at the same time an Advance Request is submitted to the initial Noteholder. Each Advance and corresponding Advance Amount shall be recorded on the grid attached to the applicable Note or in an electronic file substantially in the same form as such grid. The grid (or such electronic file) shall show all Advance Amounts and prepayments. Each Advance and corresponding Advance Amount shall also be recorded in records maintained by the Trustee. All such records shall reflect all Advance Amounts, prepayments, other payments and interest accruals. Each Noteholder shall be responsible for maintaining the grid with respect to its Note. Absent manifest error, all such grid entries maintained by the Noteholders (whether manual or in electronic form) shall be dispositive with respect to the determination of the outstanding principal amount of such Note. A Note (i) may be funded by Advances on any Funding Date in a minimum amount of $2,000,000 and any higher amount (subject to the Maximum Invested Amount and the terms and conditions set forth in the Note Purchase Agreement), and (ii) subject to subsequent Advances pursuant to this Section 2.11, is subject to prepayment in whole or in part, at the option of the Issuer as provided in Article X herein.

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ARTICLE III

COVENANTS

SECTION 3.1 Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture and the Sale and Servicing Agreement. Without limiting the foregoing, the Issuer will cause to be distributed on each Payment Date all amounts deposited in the Note Distribution Account pursuant to the Sale and Servicing Agreement to the Noteholders. Amounts properly withheld under the Code by any Person from a payment to the Noteholders of interest and/or principal shall be considered as having been paid by the Issuer to the Noteholders for all purposes of this Indenture.

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

SECTION 3.3 Money for Payments to be Held in Trust. On or before each Payment Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account from the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Note Paying Agent is the Trustee) shall promptly notify the Trustee of its action or failure so to act. Except as provided in Section 3.3(c) hereof, all payments of amounts due and payable with respect to the Notes that are to be made from amounts withdrawn from the Note Distribution Account shall be made on behalf of the Issuer by the Trustee or by the Note Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payment of the Notes shall be paid to the Issuer.

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

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(ii) give the 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 Trustee, forthwith pay to the Trustee all sums so held in trust by such Note Paying Agent;

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

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

(b) 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 Note Paying Agent to pay to the Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such a payment by any Note Paying Agent to the Trustee, such Note Paying Agent shall be released from all further liability with respect to such money.

(c) Subject to applicable laws with respect to the escheat of funds, any money held by the Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to a Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request and shall be deposited by the Trustee in the Collection Account; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Note Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee shall also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to the Holder whose Note have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Trustee or of any Note Paying Agent, at the last address of record for each such Holder).

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SECTION 3.4 Existence. Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will 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 Collateral and each other instrument or agreement included in the Trust Estate.

SECTION 3.5 Protection of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Trustee, for the benefit of the Noteholders, to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of the Noteholders, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(i) Grant more effectively all or any portion of the Trust Estate;

(ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Trustee for the benefit of the Noteholders created by this Indenture or carry out more effectively the purposes hereof;

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

(iv) enforce any of the Collateral;

(v) preserve and defend title to the Trust Estate and the rights of the Trustee and the Noteholders in such Trust Estate against the claims of all persons and parties; and

(vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due.

The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Trustee pursuant to this Section.

SECTION 3.6 Opinions as to Trust Estate.

(a) On the Closing Date, the Issuer shall furnish to the Trustee an Opinion of Counsel 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 indentures supplemental hereto, and any other requisite documents, and with respect to the authorization and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trustee, for the benefit of the Noteholders, created by this Indenture in the Receivables and the other Collateral and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective; it being understood that the security interest opinion delivered pursuant to Section 6.01 of the Note Purchase Agreement shall satisfy this requirement.

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(b) Within 90 days after the beginning of each calendar year, beginning in 2006, the Issuer shall furnish to the Trustee and the Noteholders an Opinion of Counsel 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 indentures supplemental hereto and any other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture in the Receivables and the other Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe any action necessary (as of the date of such opinion) to be taken in the following year to maintain the lien and security interest of this Indenture in the Collateral. The scope of such Opinion of Counsel shall be consistent with the scope of the Opinion of Counsel delivered pursuant to Section 3.6(a).

SECTION 3.7 Performance of Obligations; Servicing of Receivables. The Issuer will not take any action and will use commercially 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 ordered by any bankruptcy or other court or as expressly provided in or permitted by this Indenture, the other Basic Documents or such other instrument or agreement.

(a) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

(b) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of the Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein or permitted thereby, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the prior written consent of the Holders of at least a majority of the Outstanding Amount of the Notes.

(c) If the Issuer shall have knowledge of the occurrence of a Servicer Termination Event or Funding Termination Event, the Issuer shall promptly notify the Trustee and the Rating Agencies thereof in accordance with Section 11.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such event. If a Servicer Termination Event or Funding Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

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(d) Except as otherwise expressly provided under the Basic Documents, the Issuer agrees that it will not waive timely performance or observance by the Servicer, the Originator or the Seller of their respective duties thereunder without the prior written consent of the Holders of at least a majority of the Outstanding Amount of the Notes.

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

(i) except as expressly permitted by this Indenture or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Noteholders or the Noteholders have approved such disposition;

(ii) 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 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; or

(iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trustee created by 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, (B) 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 liens that arise by operation of law), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) perfected security interest in the Trust Estate or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Noteholders.

SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver to the Trustee and the Noteholders on or before February 28 of each year, beginning February 28, 2006 an Officer’s Certificate, dated as of December 31 of the preceding year, stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(i) a review of the activities of the Issuer during the preceding year (or portion of such year from the initial Funding Date through December 31, 2005) and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

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(ii) 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 throughout such year and no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10 Issuer May Consolidate, Etc, Only on Certain Terms. 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 Delaware limited liability company and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee and the Noteholders, the due and punctual payment of the principal of and interest on the Note 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;

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

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Noteholders;

(v) any action as is necessary to maintain the lien and first priority, perfected security interest created by this Indenture shall have been taken;

(vi) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(vii) the Issuer shall have given the Trustee written notice of such conveyance or transfer at least 10 Business Days prior to the consummation of such action and shall have received the prior written approval of the Noteholders of such conveyance or transfer and the Issuer or the Person (if other than the Issuer) formed by or surviving such conveyance or transfer has a net worth, immediately after such conveyance or transfer, that is (a) greater than zero and (b) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

(b) Except as expressly permitted by the Basic Documents, the Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any Person, unless

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(i) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a Delaware limited liability company, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee and the Noteholders, the due and punctual payment of the principal of and interest on the Notes and the performance or observance of every agreement and covenant of this Indenture and each of the other Basic Documents on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Noteholders, and (D) unless otherwise provided in such supplemental indenture, expressly agree 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, Servicer Termination Event or Funding Termination Event shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee and the Noteholders) to the effect that such transaction will not have any material adverse tax consequence to the Noteholders;

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

(vi) the Issuer shall have delivered to the Trustee and the Noteholders an Officers’ Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with; and

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.

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(b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), the Issuer will 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 Notes immediately upon the delivery of written notice to the Trustee stating that the Issuer is to be so released.

SECTION 3.12 No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, pledging, distributing, dividending, selling and managing the Collateral in the manner contemplated by this Indenture and the other Basic Documents and activities incidental thereto.

SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness except for (i) the Notes, and (ii) any other Indebtedness permitted by or arising under the Basic Documents. The proceeds of the Notes shall be used to fund the Issuer’s purchase of the Related Receivables and the other assets specified in the Sale and Servicing Agreement, to pay the costs of any Hedge Agreement, to fund the Reserve Account up to the Required Reserve Account Amount and to pay the Issuer’s organizational, transactional and start-up expenses.

SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement, 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.

SECTION 3.15 Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION 3.16 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 and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Basic Document.

SECTION 3.17 Restricted Payments. Except as expressly permitted by the Basic Documents, the Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) 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 Trustee and to any owner of a beneficial interest in the Issuer as permitted by, and to the extent funds are available for such purpose from distributions under the Sale and Servicing Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account and the other Pledged Accounts except in accordance with this Indenture and the other Basic Documents.

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SECTION 3.18 Notice of Events of Default and Funding Termination Events. Upon an Executive Officer of the Issuer having knowledge thereof, the Issuer agrees to give the Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each Funding Termination Event, Servicer Termination Event or other Default on the part of the Servicer, the Seller or the Originator of its obligations under the Basic Documents.

SECTION 3.19 Further Instruments and Acts. Upon request of the Trustee or the Noteholders, the Issuer will 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.

SECTION 3.20 Amendments of Basic Documents. The Issuer shall not agree to any amendment to any provision of any Basic Document to eliminate the requirements thereunder that the Trustee or the Noteholders consent to amendments thereto as provided therein.

SECTION 3.21 Income Tax Characterization. For purposes of federal income tax, state and local income tax, franchise tax and any other income taxes, the Issuer and the Noteholders will treat the Notes as indebtedness and hereby instruct the Trustee to treat the Notes as indebtedness for all such tax reporting purposes.

SECTION 3.22 Separate Existence of the Issuer. During the term of the Indenture, the Issuer shall observe the applicable legal requirements for the recognition of the Issuer as a legal entity separate and apart from its Affiliates, including as follows:

(i) the Issuer shall maintain business records and books of account separate from those of its Affiliates;

(ii) except as otherwise provided in the Basic Documents, the Issuer shall not commingle its assets and funds with those of its Affiliates;

(iii) the Issuer shall at all times hold itself out to the public under the Issuer’s own name as a legal entity separate and distinct from its Affiliates; and

(iv) all transactions and dealings between the Issuer and its Affiliates will be conducted on an arm’s-length basis.

SECTION 3.23 Amendment of Issuer’s Organizational Documents. The Issuer shall not amend its organizational documents except in accordance with the provisions thereof and with the prior written consent of the Holders of at least a majority of the Outstanding Amount of the Notes which consent shall not be unreasonably withheld or delayed. The Issuer’s legal name is as set forth in the first paragraph of this Indenture and its organizational identification number is 3904267.

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SECTION 3.24 Other Agreements. The Issuer shall not enter into any agreement that does not contain non-petition or limited recourse language with respect to the Issuer.

SECTION 3.25 Rule 144A Information. At any time when the Issuer is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, upon the request of a Noteholder, the Issuer shall promptly furnish to such Noteholder or to a prospective purchaser of the Note designated by a Noteholder, as the case may be, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (“Rule 144A Information”) in order to permit compliance by such Noteholder with Rule 144A in connection with the resale of a Note by such Noteholder; provided, however, that the Issuer shall not be required to furnish Rule 144A Information in connection with any request made on or after the date which is three years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such Note (or any predecessor Note) was last acquired from an “affiliate” of the Issuer within the meaning of Rule 144 under the Securities Act; and provided further that the Issuer shall not be required to furnish such information at any time to a prospective purchaser located outside of the United States who is not a “United States Person” within the meaning of Regulation S under the Securities Act if such Note may then be sold to such prospective purchaser in accordance with Rule 904 under the Securities Act (or any successor provision thereto).

SECTION 3.26 Change of Control. Gehl Company will and shall at all times be, directly or indirectly, the legal and beneficial owner of all of the issued and outstanding membership interests of the Issuer.

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to the rights and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.7) and the obligations of the Trustee under Section 4.2 and the rights of the Noteholders as beneficiary hereof with respect to the property so deposited with the Trustee payable to it, and the 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, when:

(a) the Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment 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) has been delivered to the Trustee for cancellation;

(b) the Issuer has paid or caused to be paid all Secured Obligations; and

(c) the Issuer has delivered to the Trustee and the Noteholders an Officer’s Certificate meeting the applicable requirements of Section 11.1(a) and stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

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SECTION 4.2 Application of Trust Money. All moneys deposited with the Trustee pursuant to Section 4.1 or Section 4.3hereof 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 the Note Paying Agent, as the Trustee may determine, to the Noteholders for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein, in the Sale and Servicing Agreement or in the other Basic Documents or required by law. Any funds remaining with the Trustee or on deposit in the Pledged Accounts shall be remitted to the Issuer upon satisfaction by the Issuer of its obligations hereunder and under the Basic Documents, including without limitation, those under Section 4.1(c).

SECTION 4.3 Repayment of Moneys Held by Note Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by the Note Paying Agent other than the Trustee under the provisions of this Indenture with respect to the Notes shall, upon demand of the Issuer, be remitted to the Trustee to be held and applied according to Section 4.2 and thereupon the Note Paying Agent shall be released from all further liability with respect to such moneys.

ARTICLE V

REMEDIES

SECTION 5.1 Events of Default.

(a) “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of any interest on any Note or any other amount (except principal) due with respect to any Note when the same becomes due and payable (a payment on the Notes funded from amounts on deposit in the Reserve Account shall be deemed to be a payment made by the Issuer), which default continues for a period of two (2) days;

(ii) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable (a payment on the Notes funded from amounts on deposit in the Reserve Account shall be deemed to be a payment made by the Issuer);

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(iii) default in the observance or performance of any material covenant or agreement of the Issuer, the Seller, the Originator or the Servicer (so long as the Servicer is the Originator or an Affiliate thereof) made in any Basic Document (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with and other than the failure by the Seller, the Originator or the Servicer (so long as the Servicer is the Originator or an Affiliate thereof), as applicable, to repurchase any Receivable in accordance with the terms of the Sale and Servicing Agreement or the Purchase and Sale Agreement, as the case may be), or any representation or warranty of the Issuer, the Seller, the Originator or the Servicer (so long as the Servicer is the Originator or an Affiliate thereof) made in any Basic Document or in any certificate or other writing delivered pursuant to any Basic Document or in connection therewith (including any Servicer’s Certificate or any Borrowing Base Certificate) proving to have been incorrect in any material respect as of the time when the same shall have been made or deemed to have been made, and such default shall continue or not be cured within 30 days from written notice by the Trustee or the Holders of at least 25% of the Outstanding Amount of the Notes to the Issuer, the Seller, the Originator or the Servicer, as the case may be, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured within 30 days from written notice by the Trustee or the Holders of at least 25% of the Outstanding Amount of the Notes to the Issuer, the Seller, the Originator or the Servicer, as the case may be; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to eligibility of any Receivable on the Closing Date or any related Funding Date to the extent the Seller and the Originator, as applicable, have repurchased such Receivable in accordance with the provisions of the Sale and Servicing Agreement and the Purchase and Sale Agreement, as applicable;

(iv) the failure by the Seller, the Originator or the Servicer (so long as the Servicer is the Originator or an Affiliate thereof) to repurchase any Receivable in accordance with the terms of the Sale and Servicing Agreement or the Purchase and Sale Agreement, as the case may be;

(v) an Insolvency Event with respect to the Issuer, the Seller, the Originator or the Servicer (so long as the Servicer is the Originator or an Affiliate thereof) shall have occurred;

(vi) a Borrowing Base Deficiency shall exist and not be cured within two (2) Business Days;

(vii) the Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Issuer or any material portion of the assets of the Seller or the Originator and such Lien shall not have been released within 30 days, or the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Issuer or the Seller or the Originator and such Lien shall not have been released within 30 days;

(viii) (a) any Basic Document or any Lien granted thereunder by the Issuer, the Originator or the Seller shall (except in accordance with its terms or except as expressly permitted by the Basic Documents), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Issuer, the Originator or the Seller; or (b) the Issuer, the Originator or the Seller or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability of any Basic Document; or (c) except as expressly permitted by the Basic Documents, any Lien securing the payment of the Notes shall, in whole or in part, not be or cease to be a perfected first priority security interest against the Issuer;

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(ix) a Servicer Termination Event shall have occurred;

(x) the Issuer or the Seller shall fail to pay any principal of or premium or interest on any indebtedness having a principal amount of $250,000 or greater, or the Originator shall fail to pay any principal of or premium or interest on any indebtedness for borrowed money having a principal amount of $1,000,000 or greater, in each case, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or any other default under any agreement or instrument relating to any such indebtedness of the Issuer, the Seller or the Originator, as applicable, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such indebtedness shall be required to be made, in each case, prior to the stated maturity thereof;

(xi) a notice of termination with respect to the Lockbox Agreement shall have been delivered, or a termination of the Lockbox Agreement shall have otherwise occurred, and a replacement Lockbox Bank acceptable to the Noteholders shall not have executed a Lockbox Agreement in form and substance satisfactory to the Noteholders within 30 days of such notice or termination;

(xii) a Change of Control or a Material Adverse Change shall have occurred with respect to the Issuer, the Originator or the Seller, as applicable;

(xiii) the Issuer shall become an investment company required to be registered under the Investment Company Act;

(xiv) any final judgment or ruling shall have been rendered against, or any settlement entered into by, the Originator or any subsidiary thereof, excluding the Issuer, which judgment, ruling or settlement exceeds, in the aggregate, $1,000,000 or any final judgment or ruling shall have been rendered against the Issuer; provided, in either case, that such final judgment, ruling or settlement shall have remained unpaid, and enforcement thereof shall have remained unstayed and unbonded, for a period in excess of 60 days from the date of entry of such judgment or ruling or the date of effectiveness of such settlement;

(xv) the Notes shall cease to be rated at least Baa3 by Moody’s; or

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(xvi) any Hedge Agreement shall fail to be in full force and effect in accordance with the Basic Documents.

(b) The Issuer shall deliver to the Trustee, within five (5) Business Days after an Executive Officer of the Issuer obtaining knowledge of the occurrence thereof, written notice in the form of an Officer’s Certificate of any Event of Default which has occurred or any event which either with the giving of notice or the lapse of time, or both, would become an Event of Default under clauses (iii) through (xvi), its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 5.2 Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Trustee or Holders of at least a majority of the Outstanding Amount of the Notes may declare the Notes to be immediately due and payable at par, together with accrued interest thereon. If an Event of Default pursuant to Section 5.1(a)(v) hereof has occurred and is continuing, the Notes shall become immediately due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Noteholders may exercise any of the remedies specified in Section 5.4.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of at least a majority of the Outstanding Amount of the Notes may, by written notice to the Issuer and the Trustee, rescind and annul such declaration and its consequences if the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

(i) all payments of principal of and interest on the Notes and all other amounts that would then be due hereunder or upon the Note if the Event of Default giving rise to such acceleration had not occurred; and

(ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and

(iii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

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

(a) The Issuer covenants that if an Event of Default described in Section 5.1(a)(i) or (a)(ii) occurs and is continuing, the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Noteholders, the outstanding principal amount of and interest on the Notes, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the Note Interest Rate 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 Trustee and its agents and counsel.

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(b) If an Event of Default occurs and is continuing, the Trustee may, subject to the prior written consent of the Noteholders, and shall, at the written direction of the Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee or the Noteholders shall deem 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 Trustee by this Indenture or by law.

(c) In case there shall be pending, relative to the Issuer or any other obligor upon the Note 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 in case 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 Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of gross negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;

(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the 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 Trustee or the Noteholders 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 Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of gross negligence or bad faith.

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

(e) All rights of action and of asserting claims under this Indenture or under the Notes, may be enforced by the Trustee without the possession of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the 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 Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the benefit of the Noteholders.

(f) In any Proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture or any other Basic Document), the Trustee shall be held to represent the Noteholders, and it shall not be necessary to make the Noteholders a party to any such Proceedings.

SECTION 5.4 Remedies. If an Event of Default shall have occurred and be continuing, the Holders of at least a majority of the Outstanding Amount of the Notes may do one or more of the following (subject to Sections 5.5 and 6.2(e)):

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

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

(iii) exercise or direct the Trustee in writing to 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 Trustee and the Issuer Secured Parties; and

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(iv) sell or direct the Trustee in writing to sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales (including, without limitation, the sale of the Collateral in connection with a securitization thereof) called and conducted in any manner permitted by law; provided, however, that the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii), unless (A) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest or (C) it is determined that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Trustee may, but need not, obtain and conclusively rely upon 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.

SECTION 5.5 Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Trustee may, but need not, obtain and conclusively rely upon 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.

SECTION 5.6 Priorities.

(a) Following the acceleration of the Notes pursuant to Section 5.2, the Available Funds, together with any other amounts on deposit in the Pledged Accounts, including any money or property collected pursuant to Section 5.4 of this Indenture shall be applied by the Trustee on the related Payment Date in the order of priority specified in Section 5.6 of the Sale and Servicing Agreement.

(b) The Trustee may fix a record date and Payment Date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date the Issuer shall mail to the Noteholders and the Trustee a notice that states such record date, the Payment Date and the amount to be paid.

SECTION 5.7 Limitation of Suits. No Holder of a Note 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 Holder has previously given written notice to the Trustee of a continuing Event of Default;

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(ii) the Holders of not less than 25% of the Outstanding Amount of the Notes have made a written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder;

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

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

(v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of at least a majority of the Outstanding Amount of the Notes; it being understood and intended that no Holder of a Note shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of a Note or to obtain or to seek to obtain priority or preference over any other Holder or to enforce any right under this Indenture, except in the manner herein provided and it being understood that if the Notes are held solely by the initial Holder or an Affiliate thereof, such initial Holder or Affiliate may directly 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.

SECTION 5.8 Unconditional Rights of the Noteholders To Receive Principal and Interest. Notwithstanding any other provisions of this Indenture, the Noteholders shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on the Notes on or after the respective due dates thereof expressed in the Notes or in this Indenture and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of the Noteholders.

SECTION 5.9 Restoration of Rights and Remedies. If the Trustee or the Noteholders have 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 Trustee or to the Noteholders, then and in every such case the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved 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.

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SECTION 5.11 Delay or Omission Not a Waiver. No delay or omission of the Noteholders 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 Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.

SECTION 5.12 Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee; provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture;

(b) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes;

(c) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and

(d) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.13 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Notes may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) 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 Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

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 therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 5.14 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by its acceptance of a Note shall also be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’fees, against any party litigant in such suit, 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 shall not apply to (a) any suit instituted by the Trustee, (b) any suit instituted by the Noteholders holding in the aggregate more than 10% of the Invested Amount of the Notes or (c) any suit instituted by the Noteholders for the enforcement of the payment of principal of or interest on the Notes on or after the respective due dates expressed in the Notes and in this Indenture.

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SECTION 5.15 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and 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 will not hinder, delay or impede the execution of any power and any right of the Issuer to take such action shall be suspended.

SECTION 5.16 Sale of Trust Estate.

(a) To the extent permitted by applicable law, the Trustee shall not in any private sale sell to a third party the Trust Estate, or any portion thereof unless,

(i) the Noteholders consents to or directs the Trustee in writing to make such sale; or

(ii) the proceeds of such sale would be not less than the sum of all amounts due on the entire unpaid principal amount of the Notes and interest due or to become due thereon in accordance with Section 5.6 hereof on the Payment Date next succeeding the date of such sale.

(b) For any public sale of the Trust Estate, the Trustee shall have provided the Noteholders with notice of such sale at least two weeks in advance of such sale which notice shall specify the date, time and location of such sale.

(i) the Noteholders may bid for and purchase the property offered for sale, and may hold, retain, possess and dispose of such property, and the Noteholders may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Note or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;

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(ii) the Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof; and

(iii) the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale.

(d) The method, manner, time, place and terms of any sale of all or any portion of the Trust Estate shall be commercially reasonable.

SECTION 5.17 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes to do so, the Issuer shall take all such lawful action as the Trustee or the Noteholders may request to enable the Issuer to enforce its rights in respect of the performance and observance by the Seller, the Originator and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Basic Documents 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 Trustee or the Noteholders, including the transmission of notices of default on the part of the Seller, the Originator or the Servicer thereunder and the institution of Proceedings to compel or secure performance by the Seller, the Originator or the Servicer of each of their obligations under the Basic Documents.

(b) If an Event of Default has occurred and is continuing, the Trustee shall, subject to Section 6.2(e) and at the written direction of the Holders of at least a majority of the Outstanding Amount of the Notes, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Originator 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 the Seller, the Originator or the Servicer of each of their 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.

ARTICLE VI

THE TRUSTEE

SECTION 6.1 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and the other Basic 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) Except during the continuance of an Event of Default:

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(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and each of the other Basic Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Indenture; however, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

(c) The 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 paragraph does not limit the effect of paragraph (b) of this Section;

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

(iii) the 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 hereunder.

(d) The Trustee shall not be liable for interest on any money received by it.

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

(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur liability, financial or otherwise, 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 repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

(h) The Trustee shall permit, upon its receipt of prior written notice, any representative of the Noteholders, during the Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Trustee relating to the Note, to make copies and extracts therefrom and to discuss the Trustee’s affairs and actions, as such affairs and actions relate to the Trustee’s duties with respect to the Note, with the Trustee’s officers and employees responsible for carrying out the Trustee’s duties with respect to the Note.

(i) The Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing Agreement.

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(j) Except for actions expressly authorized by this Indenture, the Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or Financed Equipment or to impair the value of any Receivable or Financed Equipment.

SECTION 6.2 Rights of Trustee. Subject to Section 6.1 and this Section 6.2, the Trustee shall be fully protected and shall incur no liability to the Issuer or the Noteholders in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trustee to be genuine and to have been duly executed by the appropriate signatory.

(a) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. Subject to Section 6.1(b), the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate and/or an Opinion of Counsel.

(b) The 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 Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of the Servicer, the Backup Servicer or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder.

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

(d) The Trustee may consult with counsel, 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.

(e) The Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of the Noteholders, pursuant to the provisions of this Indenture, unless the Noteholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred therein or thereby.

(f) The 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, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Noteholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand.

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(g) Except as expressly provided in the Basic Documents in respect of written standing investment or reinvestment instructions, the Trustee shall have no obligation to invest and reinvest any cash held by it in the absence of timely and specific written investment direction from the Issuer or the Servicer. In no event shall the Trustee be liable for investment losses incurred in respect of any Pledged Account. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer to provide timely written investment directions.

(h) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 6.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not the Trustee. Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section 6.11.

SECTION 6.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture, the Trust Estate, the Collateral 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 Trustee’s certificate of authentication.

SECTION 6.5 Notice of Defaults. If an Event of Default occurs and is continuing and if it is either known by, or written notice of the existence thereof has been delivered to, a Responsible Officer of the Trustee, the Trustee shall mail to the Noteholders notice of the Event of Default within three (3) Business Days after such knowledge or notice occurs. Except in the case of a Event of Default in payment of principal of or interest on the Notes (including payments pursuant to the mandatory redemption provisions of the Notes, if any), the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interests of the Noteholders.

SECTION 6.6 Reports by Trustee to the Noteholders, etc. The Trustee shall on behalf of the Issuer deliver to the Noteholders such information as may be reasonably requested to enable each Holder to prepare its Federal and state income tax returns. At the request of the Issuer, the Trustee shall deliver to the Issuer and the Originator such information as may be reasonably requested to enable the Issuer and the Originator to prepare their respective Federal and state income tax returns.

SECTION 6.7 Compensation and Indemnity.

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(a) Pursuant to and subject to the limitations of the Sale and Servicing Agreement, the Issuer shall pay to the Trustee from time to time compensation for its services in accordance with a separate fee letter between the Issuer and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee, pursuant to and subject to the limitations of the Sale and Servicing Agreement, 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 Trustee’s agents, counsel, accountants and experts. The Issuer shall or shall cause the Servicer to indemnify the Trustee against any and all loss, liability or expense incurred by the Trustee without willful misfeasance, gross negligence or bad faith on its part arising out of or in connection with the acceptance or the administration of this trust and the performance of its duties hereunder and under the other Basic Documents, including the costs and expenses of defending itself against any claim or liability in connection therewith. The Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations under Article XII of the Sale and Servicing Agreement. The Trustee may have separate counsel and the Issuer shall or shall cause the Servicer to pay the reasonable fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, gross negligence or bad faith.

(b) The Issuer’s payment obligations to the Trustee pursuant to this Section shall survive the discharge of this Indenture and the earlier resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(a)(v) 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. Notwithstanding anything else set forth in this Indenture or the other Basic Documents, the recourse of the Trustee hereunder and under the other Basic Documents shall be to the Trust Estate only and specifically shall not be recourse to the other assets of the Issuer or the assets of the Noteholders.

SECTION 6.8 Replacement of Trustee. The Issuer may, with the consent of the Holders of at least a majority of the Outstanding Amount of the Notes, and shall remove the Trustee at the request of the Holders of at least a majority of the Outstanding Amount of the Notes or if:

(i) the Trustee fails to comply with Section 6.11 or the Trustee fails to perform any other material covenant or agreement of the Trustee set forth in the Basic Documents to which the Trustee is a party and such failure continues for 45 days after written notice of such failure from the Noteholders;

(ii) an Insolvency Event with respect to the Trustee occurs; or

(iii) the Trustee otherwise becomes incapable of acting.

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If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee acceptable to the Noteholders. If the Issuer fails to appoint such a successor Trustee, the Noteholders may appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, the Noteholders and the Issuer, whereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture, subject to satisfaction of the Rating Agency Condition. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 6.8.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and the Servicer’s obligations under Section 6.7 shall continue for the benefit of the retiring Trustee.

SECTION 6.9 Successor Trustee by Merger.

(a) If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. The Trustee shall provide the Rating Agencies written notice of any such transaction.

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

SECTION 6.10 Appointment of Co-Trustee or Separate Trustee. 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 may at the time be located, the Trustee with the consent of the Noteholders shall have the power and may 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, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee 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 the Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 hereof.

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(a) 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 Trustee shall be conferred or imposed upon and exercised or performed by the 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 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 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 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 Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and

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

(b) Any notice, request or other writing given to the 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 Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

(c) Any separate trustee or co-trustee may at any time constitute the 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, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall invest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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SECTION 6.11 Eligibility; Disqualification. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and subject to supervision or examination by federal or state authorities; and having a rating, both with respect to long-term and short-term unsecured obligations, of not less than investment grade by the Rating Agencies. The Trustee shall provide copies of such reports to the Noteholders and the Issuer upon request.

SECTION 6.12 Appointment and Powers. Subject to the terms and conditions hereof, the Issuer and the Noteholders hereby appoint JPMorgan Chase Bank, National Association as the Trustee with respect to the Collateral, and JPMorgan Chase Bank, National Association hereby accepts such appointment and agrees to act as Trustee with respect to the Collateral for the Noteholders, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trustee in accordance with the provisions of this Indenture and the other Basic Documents. The Noteholders hereby authorize the Trustee to take such action on their behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Noteholders may direct and as are specifically authorized to be exercised by the Trustee by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Trustee shall act upon and in compliance with the written instructions of the Noteholders delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Trustee shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Trustee has requested but not received indemnity satisfactory to it.

SECTION 6.13 Performance of Duties. The Trustee shall have no duties or responsibilities except those expressly set forth in this Indenture and the other Basic Documents to which the Trustee is a party or as directed by the Noteholders in accordance with this Indenture. The Trustee shall not be required to take any discretionary actions hereunder except at the written direction of the Noteholders in accordance with this Indenture and as provided in Section 5.12. The Trustee shall, and hereby agrees that it will, perform all of the duties and obligations required of it under the Sale and Servicing Agreement.

SECTION 6.14 Representations and Warranties of the Trustee. The Trustee represents and warrants to the Issuer and to the Noteholders as follows:

(a) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and is duly authorized and licensed under applicable law to conduct its business as presently conducted.

(b) The Trustee has all requisite right, power and authority to execute and deliver this Indenture and to perform all of its duties as Trustee hereunder.

(c) The execution and delivery by the Trustee of this Indenture and the other Basic Documents to which it is a party, and the performance by the Trustee of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings.

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(d) The Trustee has duly executed and delivered this Indenture and each other Basic Document to which it is a party, and each of this Indenture and each such other Basic Document constitutes the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as (i) such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

SECTION 6.15 Waiver of Setoffs. The Trustee hereby expressly waives any and all rights of setoff that the Trustee may otherwise at any time have under applicable law with respect to any Pledged Account and agrees that amounts in the Pledged Accounts shall at all times be held and applied solely in accordance with the provisions hereof.

ARTICLE VII

[RESERVED]

ARTICLE VIII

COLLECTION OF MONEY AND RELEASES OF TRUST ESTATE

SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein and subject to the terms hereof, the 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 Trustee pursuant to and in accordance with this Indenture and the Sale and Servicing Agreement. The Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture or in the Sale 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 Trustee may 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 a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2 Release of Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article VIII shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b) The Trustee shall, at such time as there is no Note outstanding and all sums due the Trustee pursuant to Section 6.7 and the other Secured Parties have been paid, release any remaining portion of the Trust Estate that secured the Note from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Pledged Accounts. The Trustee shall release property from the lien of this Indenture pursuant to this Section 8.2(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, a copy of each of which shall also be delivered to the Noteholders.

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SECTION 8.3 Opinion of Counsel. Unless the Trustee otherwise consents, the Trustee shall receive at least four days’notice when requested by the Issuer to take any action pursuant to Section 8.2(a), accompanied by copies of any instruments involved, and the Trustee may also require as a condition to such action, an Opinion of Counsel in form and substance satisfactory to the Trustee, 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. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. With the prior written consent of the Holders of not less than a majority of the Outstanding Amount of the Notes and subject to the satisfaction of the Rating Agency Condition, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any purpose; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the 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;

(b) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(d) reduce the percentage of the Outstanding Amount of the Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4;

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(e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.

The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Unless otherwise specified by the Noteholders, it shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Noteholders a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.2 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.3 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Trustee, the Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

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ARTICLE X

REPAYMENT AND PREPAYMENT OF NOTES

SECTION 10.1 Repayment of the Notes; Optional Prepayment of the Notes; Reductions of Maximum Invested Amount. If the Facility Termination Date is determined in accordance with subsection (I) of the definition thereof, the outstanding principal balance of the Notes and all accrued and unpaid interest thereon will be amortized and shall be payable in full by the Final Scheduled Payment Date. If the Facility Termination Date is determined in accordance with subsection (II) of the definition thereof, such Facility Termination Date will result in immediate acceleration of the Notes pursuant to Section 5.2 hereof. If the Facility Termination Date is determined in accordance with subsection (III) of the definition thereof, the outstanding principal balance of the Notes and all accrued and unpaid interest thereon will be amortized and shall be payable in full by the third Payment Date following the relevant anniversary of the Closing Date. The Issuer shall notify the Trustee of the occurrence of the Facility Termination Date pursuant to subsection (II) or (III) of the definition thereof. The Issuer may, at its option, prepay the Invested Amount of the Notes, in whole or in part, at any time and without premium or penalty on any Business Day (such day the “Prepayment Date”) in accordance with Section 10.2. Simultaneous with any such prepayment, the Issuer shall pay all accrued and unpaid interest on the Invested Amount to be prepaid. The Issuer may, in accordance with Section 2.02 of the Note Purchase Agreement, elect to reduce the Maximum Invested Amount. Simultaneous with the effectiveness of any such reduction, the Issuer shall (i) prepay the Invested Amount such that, after giving effect to such reduction, the Invested Amount does not exceed the Maximum Invested Amount as so reduced and the Borrowing Base Deficiency is zero, and (ii) pay all accrued and unpaid interest on the Invested Amount being prepaid.

SECTION 10.2 Notice of Prepayment. Notice of the prepayment of the Notes shall be given, upon the direction of the Issuer, by the Trustee by facsimile transmission, courier or first class mail, postage prepaid, mailed, faxed or couriered not less than five (5) days prior to the related Prepayment Date, to the Noteholders. All notices of prepayment shall state (i) the Prepayment Date, (ii) the Invested Amount to be prepaid, and (iii) the accrued and unpaid interest on the Invested Amount to be prepaid. Failure to give notice of prepayment, or any defect therein, to the Noteholders shall not impair or affect the validity of such prepayment.

SECTION 10.3 General Procedures. The Invested Amount of the Notes shall not be considered reduced by any allocation, setting aside or distribution of any portion of the Available Funds unless such Available Funds shall have been actually paid to the Noteholders. The Invested Amount of the Notes shall not be considered repaid by any distribution of any portion of the Available Funds if at any time such distribution is rescinded or must otherwise be returned for any reason, in which event, if such amount has been returned by the Noteholders, such principal and/or interest shall be reinstated in an amount equal to the amount returned by the Noteholders. No provision of this Indenture shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Compliance Certificates and Opinions, etc. Except as set forth herein, upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture (other than any request by the Issuer for an Advance), the Issuer shall, upon the Trustee’s request, furnish to the Trustee, with a copy of each to the Noteholders, (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 such 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 opinion 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.

(b) Other than with respect to Dollars, prior to the deposit of any Collateral or other property or securities with the Trustee 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, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Trustee, with a copy thereof to the Noteholders, an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (on the date of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(c) Other than with respect to the release of any Purchased Receivables or Liquidated Receivables or the release of any Receivables upon a mandatory or partial prepayment of the Notes pursuant to Section 10.1 and except as otherwise contemplated by the Basic Documents, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Trustee, with a copy thereof to the Noteholders, an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

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(d) Notwithstanding Section 2.10 or any provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Pledged Accounts as and to the extent permitted or required by the Basic Documents.

SECTION 11.2 Form of Documents Delivered to Trustee. 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.

(a) 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 or her 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, the Seller, the Originator or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Originator or the Issuer, 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.

(b) 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.

(c) Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, 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 Trustee’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 11.3 Acts of the Noteholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by the Noteholders 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 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 Noteholders 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 Trustee and the Issuer, if made in the manner provided in this Section.

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(a) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner of the Trustee.

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

(c) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of any 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 Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon the Note.

SECTION 11.4 Notices, etc., to Trustee, Issuer, Noteholders and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of the Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with, the Trustee, the Issuer, the Noteholders or the Rating Agencies shall be given in the manner set forth in the Sale and Servicing Agreement.

SECTION 11.5 Waiver. 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 a Noteholder shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(a) 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 to a Noteholder 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 Trustee shall be deemed to be a sufficient giving of such notice.

(b) 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 a Default or Event of Default.

SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or the Notes to the contrary, the Issuer may enter into any agreement with the Holder of a Notes providing for a method of payment, or notice by the Trustee or the Note Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices, provided that such methods are reasonable and consented to by the Trustee (which consent shall not be unreasonably withheld). The Issuer will furnish to the Trustee a copy of each such agreement and the Trustee will cause payments to be made and notices to be given in accordance with such agreements.

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SECTION 11.7 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 11.8 Successors and Assigns; Third Party Beneficiary. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors. The successors and assigns of the Noteholders shall be third party beneficiaries to the provisions of this Indenture and shall be entitled to rely upon and to directly enforce the provisions of this Indenture.

SECTION 11.9 Severability. 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.

SECTION 11.10 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Note 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 11.11 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.12 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 11.13 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 reasonably acceptable to the Trustee) 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 Trustee under this Indenture.

SECTION 11.14 Issuer Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the 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 Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Trustee or of any successor or assign of the Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee has no such obligations in its individual capacity) 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.

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SECTION 11.15 No Petition. The Trustee, by entering into this Indenture, hereby covenants and agrees that it will not, at any time prior to the date which is one year and one day after the payment in full of all principal, interest, fees and other amounts in respect of the Notes, institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents; provided, however, that nothing herein shall prohibit the Trustee from filing proofs of claim or otherwise participating in any such proceedings instituted by any other Person. This Section 11.15 shall survive the termination of this Indenture.

SECTION 11.16 Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Noteholders or the Trustee, 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; provided that unless an Event of Default has occurred and is continuing, representatives of the Noteholders shall be permitted to make such inspections and audits at the expense of the Issuer only once per year. The Trustee and the Noteholders shall and shall cause their representatives to hold in confidence all such information in accordance with the Sale and Servicing Agreement, except to the extent that the Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder and the other Basic Documents.

SECTION 11.17 Entire Agreement. This Agreement, together with the other Basic Documents, including the exhibits and schedules thereto, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

SECTION 11.18 Subordination Agreement. The Trustee and the Noteholders, by accepting the Notes, hereby covenant and agree that, to the extent it is deemed to have any interest in any assets of the Seller or the Originator, or a securitization vehicle related to the Seller or the Originator (other than the Issuer), dedicated to other debt obligations of the Seller or the Originator or debt obligations of any other securitization vehicle related to the Seller or the Originator (other than the Issuer), its interest in those assets is subordinate to claims or rights of such other debtholders to those other assets. Furthermore, the Trustee and the Noteholders, by accepting the Notes, hereby covenant and agree that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

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SECTION 11.19 Trustee Direction. The Noteholders direct the Trustee to execute and deliver the Intercreditor Agreement and perform its obligations thereunder in accordance with the terms thereof.

SECTION 11.20 Hedge Agreements. The Trustee shall not agree to any amendment, transfer or other modification of any Hedge Agreement pledged under this Indenture unless the Rating Agency Condition is satisfied.

[Signature page follows.]

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


	GEHL FUNDING LLC, as Issuer
	By: /s/ Thomas M. Rettler
	Name: Thomas M. Rettler
	Title: Vice President and CFO
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
	Trustee
	By: /s/ Daniel C. Brown, Jr.
	Name: Daniel C. Brown, Jr.
	Title: Vice President
	UBS REAL ESTATE SECURITIES INC., as a Noteholder
	By: /s/ Shahid Quraishi
	Name: Shahid Quraishi
	Title: Managing Director
	By: /s/ Tamer El-Rayess
	Name: Tamer El-Rayess
	Title: Director

[Signature Page to Indenture]

EXHIBIT A-1

VARIABLE FUNDING NOTE


REGISTERED	up to $150,000,000

No. R-___

SEE REVERSE FOR CERTAIN CONDITIONS

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY TO (1) THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE) OR AN AFFILIATE OF THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3)(A) TO A U.S. PERSON THAT IS AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT, OR (B) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION; PROVIDED, THAT IN CONNECTION WITH TRANSFERS PURSUANT TO CLAUSES 3(A) OR 3(B) ABOVE, THE TRUSTEE OR THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, WHICH OPINION OF COUNSEL, IF SO REQUIRED, SHALL BE ADDRESSED TO THE ISSUER AND THE TRUSTEE AND SHALL BE SECURED AT THE EXPENSE OF THE HOLDER.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO [INCREASES AND] DECREASES AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

A-1-1

GEHL FUNDING LLC

VARIABLE FUNDING NOTE

GEHL FUNDING LLC, a Delaware limited liability company (herein referred to as the “Issuer”), for value received, hereby promises to pay to UBS REAL ESTATE SECURITIES, INC. (the “Noteholder”), or its registered assigns, the principal sum of up to ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000.00) or, if less, the aggregate unpaid principal amount outstanding hereunder, which amount shall be payable in the amounts and at the times set forth in Section 2.8(b) of the Indenture. The Issuer will pay interest on Advances under this Note at the Note Interest Rate. Such interest on Advances shall be due and payable on each Payment Date until the principal of this Note is paid or made available for payment, to the extent funds will be available from the Collection Account processed from and including the preceding Payment Date to but excluding each such Payment Date in an amount equal to the Noteholder’s Interest Distributable Amount. The Issuer shall make interest payments on the Invested Amount of the Note to the Noteholder in accordance with the provisions of the Sale and Servicing Agreement; provided that the Issuer may, at its option, prepay the Invested Amount of the Note, in whole or in part, at any time and without premium or penalty pursuant to Section 10.1 of the Indenture. In addition, on each Payment Date, the Noteholder shall be entitled to receive the Noteholder’s Monthly Cap Distributable Amount in accordance with the provisions of the Sale and Servicing Agreement. If an Event of Default shall have occurred and be continuing, the Trustee or Holders of at least a majority of the Outstanding Amount of the Notes may declare the Notes to be immediately due and payable at par, together with accrued interest thereon. If an Event of Default pursuant to Section 5.1(a)(v) of the Indenture has occurred and is continuing, this Note shall become immediately due and payable.

Principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. This Note does not represent an interest in, or an obligation of, the Servicer or any affiliate of the Servicer other than the Issuer.

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. Although a summary of certain provisions of the Indenture are set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Servicer and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the 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.

[Signature page follows.]

A-1-2

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


Date: ___________, 2005	GEHL FUNDING LLC
	By:_____________________________________________
	Name:___________________________________________
	Title:____________________________________________

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Note issued under the within-mentioned Indenture.


	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in
	its individual capacity, but solely as Trustee
	By:______________________________________________
	Authorized Signature

A-1-3

REVERSE OF THE NOTE

This Note (herein called the “Note”) is a duly authorized Note of the Issuer, which is one in a series of Notes designated as the Issuer’s Variable Funding Notes, issued under the Indenture, dated as of February __, 2005 (such Indenture, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, is herein called the “Indenture”), among the Issuer, UBS Real Estate Securities Inc., as initial noteholder, and JPMorgan Chase Bank, National Association, a national banking association, as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Note Purchaser. The Note is subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, shall have the meanings assigned to them in or pursuant to the Indenture, as so amended, supplemented or otherwise modified.

“Payment Date” means, with respect to each Accrual Period, the 15th day of the following calendar month, or if such day is not a Business Day, the immediately following Business Day, commencing on ___________, 2005.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Final Scheduled Payment Date. Notwithstanding the foregoing, if an Event of Default or a Funding Termination Event specified in clauses (i) through (iii) of the definition thereof shall have occurred and be continuing then, in certain circumstances, principal on the Note may be paid earlier, as described in the Indenture. In addition, principal on the Note may be paid earlier under the circumstances set forth in the Sale and Servicing Agreement.

Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal then due, if any, and any payments of principal made on any Business Day in respect of any prepayments, to the extent not in full payment of this Note, shall be made by wire transfer to the Holder of record of this Note (or any predecessor Note) on the Note Register as of the close of business on each Record Date. Any reduction in the principal amount of this Note (or any predecessor Note) effected by any payments made on any date shall be binding 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 noted thereon. Final payment of principal (together with any accrued and unpaid interest) on this Note will be paid to the Noteholder only upon presentation and surrender of this Note at the Corporate Trust Office for cancellation by the Trustee.

The Issuer shall pay interest on overdue installments of interest at the Note Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

A-1-4

The Noteholder, by acceptance of this Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Trustee or the Issuer on this Note or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Issuer or the Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Issuer or the Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Trustee or of any successor or assign of the Issuer or the Trustee in its individual capacity, except (a) as any such Person may have expressly agreed (it being understood that the Trustee has no such obligations in its individual capacity) and (b) 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; 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, subject to Section 6.7 of the Indenture.

The Noteholder, by acceptance of this Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Note, the Indenture or the Basic Documents.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name the 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 the Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

It is the intent of the Issuer and the Noteholders that, for Federal, state and local income and franchise tax purposes, this Note will evidence indebtedness of the Issuer secured by the Collateral. The Noteholder, by the acceptance of this Note, agrees to treat this Note for Federal, state and local income and franchise tax purposes as indebtedness of the Issuer.

The Indenture permits in certain circumstances, 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 Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of the Notes and upon satisfaction of the Rating Agency Condition. The Indenture also contains provisions permitting the Holders of the Notes to waive compliance by the Issuer with certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holders of the Notes (or any predecessor Note) shall be conclusive and binding upon all such Holders and upon all future Holders of the Notes and of the Notes 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 the Note.

A-1-5

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

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

The Note and the Indenture shall be construed in accordance with the law 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 law.

No reference herein to the Indenture and no provision of the 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 the Note at the times, place, and rate, and in the coin or currency herein prescribed, subject to any duty of the Issuer to deduct or withhold any amounts as required by law, including any applicable U.S. withholding taxes.

A-1-6

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

___________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto ___________________________________________________________________
(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints __________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.


Dated: __________________	___________________________________*
	Signature
	Guaranteed:
___________________________________	___________________________________

^*^/ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-1-7

EXHIBIT A-2

FORM OF TRANSFEROR’S CERTIFICATE

[Date]

Gehl Funding LLC
________________________________________
________________________________________
Attention: _____________________

[_____________________]
[_____________________]
[_____________________]
Attention: [ ]

Re:

Gehl Funding LLC
Variable Funding Note No. R-___

Ladies and Gentlemen:

In connection with the disposition by the transferor listed below (the “Transferor”) of the above referenced Note issued pursuant to the Indenture dated as of February __, 2005 (the “Indenture”) among Gehl Funding LLC, as Issuer (the “Issuer”), UBS Real Estate Securities Inc., as initial noteholder, and JPMorgan Chase Bank, National Association, as trustee (the “Trustee”), relating to the Gehl Funding LLC Variable Funding Notes of up to $150,000,000 aggregate outstanding principal amount, the Transferor certifies that:

a) The Transferor is the lawful owner of the Note with full power and right to Transfer such Note free and clear from any and all claims and encumbrances;

b) the Transferor understands that the Note has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and is being disposed of by the Transferor in a transaction that is exempt from the registration requirements of the 1933 Act; and

c) Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Note, any interest in the Note or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or any disposition of the Note, any interest in the Note or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect the Note, any interest in the Note, or any other similar security with any person in any manner, (d) made any general solicitation by mean of general advertising or in any other manner, or (e) taken any other action, which (in the case of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Note under the 1933 Act, or would render the disposition of the Note a violation of Section 5 of the Act or any state securities laws, or would require registration or qualification of the Note pursuant to the 1933 Act or any state securities laws.

A-2-1


~	Very truly yours,
	__________________________________________________
	Name of Transferor
	By:_______________________________________________
	Name:_____________________________________________
	Title:______________________________________________

A-2-2

EXHIBIT A-3

FORM OF TRANSFEREE’S CERTIFICATE

[Date]

Gehl Funding LLC
________________________________________
________________________________________
Attention: _____________________

[_____________________]
[_____________________]
[_____________________]
Attention: [ ]

Re:

Gehl Funding LLC
Variable Funding Note No. R-___

Ladies and Gentlemen:

In connection with the acquisition by the transferee listed below (the “Transferee”) of the above referenced Note issued pursuant to the Indenture dated as of February __, 2005 (the “Indenture”) among Gehl Funding LLC, as Issuer (the “Issuer”), UBS Real Estate Securities Inc., as initial noteholder, and JPMorgan Chase Bank, National Association, as trustee (the “Trustee”), relating to the Gehl Funding LLC Variable Funding Notes of up to $150,000,000 aggregate outstanding principal amount, the Transferee certifies that:

a) it understands that the Notes are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws;

b) it is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investments in the Notes;

c) it has had the opportunity to ask questions of and receive answers from the Issuer and the Servicer concerning the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to its decision to purchase the Notes;

d) its is acquiring the Notes for investment for our own account and not with a view to any distribution of such Notes (but without prejudice to the Transferee’s right at all times to sell or otherwise dispose of the Notes in accordance with clause (f) below);

A-3-1

e) it has not offered or sold any Notes to, or solicited offers to buy any Notes from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Securities Act;

f) it will not sell, transfer or otherwise dispose of any Notes unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Securities Act, (2) the purchaser or transferee of such Note has executed and delivered to you a certificate to substantially the same effect as this certificate if required by the Indenture, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Indenture; and

g) either (A) it is not a Benefit Plan (as defined in the Indenture) and is not acting on behalf of or investing plan assets of a Benefit Plan or (B) its purchase and holding of the Note is entitled to exemptive relief from the prohibited transaction rules of Section 406 of ERISA and Section 4975 of the Code pursuant to a U.S. Department of Labor prohibited transaction class exemption.


~	Very truly yours,
	__________________________________________________
	Name of Transferee
	By:_______________________________________________
	Name:_____________________________________________
	Title:______________________________________________

A-3-2

EX-10.6 7 cmw1255f.htm NOTE PURCHASE AGREEMENT

EXECUTION

NOTE PURCHASE AGREEMENT

(VARIABLE FUNDING NOTE)

dated as of February 24, 2005,

among

GEHL FUNDING LLC,
as Issuer,

GEHL COMPANY,
as Servicer,

UBS REAL ESTATE SECURITIES INC.,
as Note Purchaser

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	3
Section 1.01	Definitions	3
ARTICLE II	PURCHASE AND SALE OF THE NOTE	3
Section 2.01	The Initial Note Purchase	3
Section 2.02	Advances	3
Section 2.03	Advance Procedures	3
Section 2.04	The Note	4
Section 2.05	Commitment Term	4
ARTICLE III	INTEREST AND FEES	4
Section 3.01	Interest	4
Section 3.02	Fees	4
Section 3.03	Increased Costs, etc	5
Section 3.04	Increased Capital Costs	5
Section 3.05	Taxes	6
ARTICLE IV	OTHER PAYMENT TERMS	7
Section 4.01	Time and Method of Payment	7
ARTICLE V	REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS	7
Section 5.01	The Issuer	7
Section 5.02	Servicer	10
Section 5.03	Note Purchaser	13
ARTICLE VI	CONDITIONS	14
Section 6.01	Conditions to Note Purchase and Initial Advance	14
Section 6.02	Conditions to Subsequent Advances	17
ARTICLE VII	COVENANTS	19
Section 7.01	Affirmative Covenants	19
Section 7.02	Negative Covenants	20
Section 7.03	Annual Deliveries	21
ARTICLE VIII	MISCELLANEOUS PROVISIONS	22
Section 8.01	Amendments	22
Section 8.02	No Waiver; Remedies	22
Section 8.03	Binding on Successors and Assigns	22
Section 8.04	Survival of Agreement	23
Section 8.05	Payment of Costs and Expenses; Indemnification	23
Section 8.06	Characterization as Basic Document; Entire Agreement	25
Section 8.07	Due Diligence	25
Section 8.08	Notices	26
Section 8.09	Severability of Provisions	26
Section 8.10	Tax Characterization	26
Section 8.11	Limited Recourse	26
Section 8.12	Nonpetition Covenants	27

-i-

TABLE OF CONTENTS
(continued)

		Page

Section 8.13	GOVERNING LAW	27
Section 8.14	JURISDICTION	27
Section 8.15	WAIVER OF JURY TRIAL	27
Section 8.16	Process Agent	28
Section 8.17	Counterparts	28
Section 8.18	Waiver of Set-Off	28
Section 8.19	Servicer References	28

-ii-

EXHIBITS

Exhibit A	-	Form of Borrowing Base Certificate
Exhibit B	-	Form of Advance Request

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT, dated as of February 24, 2005 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among GEHL FUNDING LLC, a Delaware limited liability company (“the Issuer”), GEHL COMPANY, a Wisconsin corporation (“Gehl” or the “Servicer”), and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as Note Purchaser (in such capacity, together with any successors in such capacity, the “Note Purchaser”).

BACKGROUND

1. Contemporaneously with the execution and delivery of this Agreement, the Issuer, the Note Purchaser and JPMorgan Chase Bank, National Association, a national banking association, as trustee (together with its successors in trust thereunder as provided in the Indenture referred to below, the “Trustee”), are entering into the Indenture, of even date herewith (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Indenture”), pursuant to which the Issuer will issue the Variable Funding Note (the “Note”).

2. The security for the Note will include retail installment sale contracts secured by the new and used agricultural and construction equipment financed thereby. The Collateral will be serviced by the Servicer. The Note will be secured by the Collateral, which will be pledged by the Issuer to the Trustee pursuant to the Indenture.

3. The Issuer will acquire a pool of Receivables (the “Initial Receivables”) from Gehl Funding LLC, pursuant to a Sale and Servicing Agreement, dated as February 24, 2005 (such date, the “Initial Cutoff Date” and such agreement, the “Sale and Servicing Agreement”), among the Issuer, as purchaser, Gehl Receivables LLC, as seller, Gehl, as the originator and as servicer (in such capacities, the “Originator” and the “Servicer,” respectively), the Trustee and Systems and Services Technologies, Inc., as the Backup Servicer and the Custodian. From time to time prior to the Facility Termination Date, the Seller will sell, and the Issuer will purchase, pursuant to the Sale and Servicing Agreement, additional pools of Receivables (the “Additional Receivables”), which Additional Receivables will be described in the schedules to one or more Assignments to be delivered by the Seller to the Issuer and dated as of the Cutoff Date specified therein. Subject to the terms and conditions of this Agreement and the Indenture, the Receivables and the Other Conveyed Property purchased by the Issuer pursuant to the Sale and Servicing Agreement shall be pledged by the Issuer to the Trustee for the benefit of the Note Purchaser pursuant to the Indenture in consideration for Advances (as defined below), to be computed in accordance with the terms hereof.

4. The Issuer wishes to issue the Note in favor of the Note Purchaser and obtain the agreement of the Note Purchaser to make advances from time to time (each, an “Advance”) to fund the purchase of Receivables and Other Conveyed Property by the Issuer, which Advances (including the Initial Advance) will at all times be evidenced by the Note. Subject to the terms and conditions of this Agreement, the Note Purchaser is willing to make Advances from time to time to fund purchases of Invested Amounts in an aggregate outstanding amount up to the Maximum Invested Amount until the commencement of the Amortization Period. Gehl has joined in this Agreement as Originator and Servicer to confirm certain representations, warranties and covenants made by it as Originator and Servicer for the benefit of the Note Purchaser.

-2-

ARTICLE I
DEFINITIONS

SECTION 1.01 Definitions. Capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in Annex A to the Sale and Servicing Agreement.

ARTICLE II
PURCHASE AND SALE OF THE NOTE

SECTION 2.01 The Initial Note Purchase. Subject to the terms and conditions herein and in the other Basic Documents , and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and cause the Trustee to authenticate and deliver the Note to the Note Purchaser, on the Closing Date. Such Note shall be dated the Closing Date, registered in the name of the Note Purchaser and duly authenticated in accordance with the provisions of the Indenture.

SECTION 2.02 Advances. Upon the Issuer’s request, delivered in accordance with the provisions of Section 2.03, and the satisfaction of all conditions precedent thereto, subject to the terms and conditions of this Agreement, the Indenture and the Sale and Servicing Agreement, the Note Purchaser shall make Advances from time to time during the Term; providedthat no Advance shall be required or permitted to be made on any Funding Date if, after giving effect to such Advance, (a) the Invested Amount would exceed the Maximum Invested Amount, (b) a Borrowing Base Deficiency exists or would exist, or (c) conditions set forth in Section 6.01 and 6.02 hereof as applicable, have not been satisfied. Subject to the terms of this Agreement and the Indenture, the aggregate principal amount of the Advances outstanding will be increased or decreased from time to time. The Issuer, not less than forty-five (45) days and not more then sixty (60) days prior to each annual anniversary of the Closing Date, may advise the Note Purchaser of its intent to reduce the Maximum Invested Amount on such anniversary date. On the anniversary date following delivery of such notice, the Issuer shall make a payment of principal on the Note in an amount equal to the amount indicated in the notice and the Trustee shall reflect the corresponding reduction in the Maximum Invested Amount and the corresponding reduction in the principal balance of the Note in its records in accordance with the Indenture.

SECTION 2.03 Advance Procedures. Whenever the Issuer wishes the Note Purchaser to make an Advance, the Issuer shall (or shall cause the Servicer to) notify the Note Purchaser by written notice, with an electronic copy of such notice sent to the Note Purchaser, substantially in the form of Exhibit B hereto (each such request, an “Advance Request”), delivered to the Note Purchaser no later than two (2) Business Days (or such shorter period as may be agreed to in writing by the Issuer and the Note Purchaser) prior to the proposed Funding Date. Each such Advance Request shall be irrevocable and shall in each case refer to this Agreement and specify the aggregate amount of the requested Advance to be made on such date, which shall in no event be less than $2,000,000 per Advance and such Advance shall not cause there to be more than two (2) Advances in a calendar week. The Note Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. New York City time on the proposed Funding Date) notify the Issuer whether the Note Purchaser has determined to make the requested Advance. On the Funding Date, subject to the other conditions set forth herein and in other Basic Documents, the Note Purchaser, with written notice to the Trustee, shall make available to the Issuer the amount of such Advance by wire transfer in U.S. dollars of such amount, in same day funds, to an account established by the Issuer ( the “Funding Account”) no later than 4:00 p.m. (New York time) on the date of such Advance.

-3-

SECTION 2.04 The Note. On each Funding Date and on each date that the amount of outstanding Advances is reduced, a duly authorized officer, employee or agent of the Note Purchaser shall make appropriate notations in its books and records of the amount of such Advance and the amount of any reduction, as applicable. The Issuer hereby authorizes each duly authorized officer, employee and agent of the Note Purchaser to make such notations on the books and records as aforesaid in accordance with the terms of the Indenture and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded and shall be binding on the Issuer absent manifest error; provided, however, that in the event of a discrepancy between the books and records of the Note Purchaser and the records maintained by the Trustee pursuant to the Indenture, such discrepancy shall be resolved by the Note Purchaser and the Trustee.

SECTION 2.05 Commitment Term. The “Term” of the Commitment hereunder shall be for a period commencing on the Closing Date and ending on the Facility Termination Date, or such other date as the Note Purchaser and the Issuer may mutually agree to in writing.

ARTICLE III
INTEREST AND FEES

SECTION 3.01 Interest. Each Advance funded or maintained by the Note Purchaser shall bear interest at the Note Interest Rate during each Interest Period beginning from the Closing Date (or the related Funding Date, as applicable) to, and including the date the Note is paid in full.

(a) Interest on Advances shall be due and payable on each Payment Date in accordance with the provisions of the Indenture and the Sale and Servicing Agreement.

(b) All computations of interest at the Note Interest Rate shall be made on the basis of a year of 360 days and the actual number of days elapsed. Whenever any payment of interest or principal in respect of any Advance shall be due on a day other than a Business Day (or is extended by operation of law), such payment shall be made on the next succeeding Business Day (or on the first Business Day on which such extension by operation of law terminates) and such extension of time shall be included in the computation of the amount of interest owed.

Section 3.02 Fees.

(a) On the Closing Date, the Issuer and the Servicer shall jointly and severally pay or cause to be paid to the Note Purchaser, a structuring fee in an amount equal to the sum of (i) the product of (x) 0.35% and (y) the Maximum Invested Amount, plus (ii) the Note Purchaser’s reasonable out-of-pocket expenses, including its legal fees, in accordance with, and subject to, Section 8.05.

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(b) On each Payment Date prior to the Facility Termination Date, the Issuer and the Servicer shall jointly and severally pay, or cause to be paid, to the Note Purchaser, a facility fee equal to (i) the product of (x) a fraction, the numerator of which is the actual number of days elapsed in the related Interest Period and the denominator of which is 360 and (y) 0.25% and (ii) the difference between (a) the Maximum Invested Amount and (b) the daily average outstanding Invested Amount (the “Unused Facility Fee”) during the related Interest Period.

SECTION 3.03 Increased Costs, etc. The Issuer agrees to reimburse the Note Purchaser for any increase in the cost of, or any reduction in the amount of any sum receivable by the Note Purchaser, including without limitation, any breakage fees or any reduction in the rate of return on the Note Purchaser’s capital (i) incurred as a result of the Note Purchaser making, continuing or maintaining (or committing to make, continue or maintain) any Advances, or (ii) that arise in connection with any change in, or as a result of the introduction, adoption, effectiveness, interpretation reinterpretation or phase-in, after the date of this Agreement, of any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority (except for such changes with respect to increased capital costs and taxes which are governed by Sections 3.04 and 3.05, respectively). Each such demand shall be provided to the Issuer in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required (and the calculation thereof) fully to compensate the Note Purchaser for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer to the Note Purchaser on the Payment Date immediately succeeding the delivery of such notice to the Issuer. In the absence of manifest error, the information contained in such notice shall be deemed correct and shall be conclusive and binding on the Issuer.

SECTION 3.04 Increased Capital Costs. If any change in, or the introduction, adoption, effectiveness, interpretation or reinterpretation or phase-in, after the date hereof, of any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority affects or would affect the amount of capital required or reasonably expected to be maintained by the Note Purchaser or any Person controlling the Note Purchaser and the Note Purchaser reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its commitment or the Advances made by the Note Purchaser is reduced to a level below that which the Note Purchaser or such controlling Person would have achieved but for the occurrence of any such circumstance, then, in any such case after notice from time to time by the Note Purchaser to the Issuer, the Issuer shall pay to the Note Purchaser such amounts as are sufficient to compensate the Note Purchaser or such controlling Person for such reduction in rate of return. For avoidance of doubt, any accounting interpretation issued after the date of this Agreement, including, without limitation, Accounting Research Bulletin No. 41, or any other interpretation of the Financial Accounting Standards Board (the “FASB”), including FASB Interpretation No. 46: Consolidation of Variable Interest Entities, shall constitute an adoption, interpretation, reinterpretation or phase-in. A statement of the Note Purchaser as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Issuer; and provided, further, that the initial payment of such increased amounts shall include payment for accrued amounts due under this Section 3.04 prior to such initial payment. In determining such additional amount, the Note Purchaser may use any method of averaging and attribution that it shall reasonably deem applicable so long as it applies such method to other similar transactions.

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SECTION 3.05 Taxes. All payments by the Issuer of principal and interest on, the Advances and all other amounts payable hereunder and under the other Basic Documents (including fees) shall be made free and clear of, and without deduction for, any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding in the case of the Note Purchaser, taxes imposed on or measured by its overall net income, overall receipts or overall assets and franchise taxes imposed on it by the jurisdiction in which the Note Purchaser is organized or is operating or any political subdivision thereof (such non-excluded items being called “Taxes”). In the event that any withholding or deduction from any payment to be made by the Issuer or Servicer hereunder or under the other Basic Documents, is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Issuer or Servicer as applicable will:

(a) pay directly to the relevant authority the full amount required to be so withheld or deducted;

(b) promptly forward to the Note Purchaser or its agent an official receipt or other documentation evidencing such payment to such authority; and

(c) pay to the Note Purchaser or its agent such additional amount or amounts as is necessary to ensure that the net amount actually received by the Note Purchaser will equal the full amount the Note Purchaser would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against the Note Purchaser with respect to any payment received by the Note Purchaser or its agent or any tax of other liability incurred by the beneficial owner of the holder of any Collateral pledged under the Indenture, the Note Purchaser or such agent may pay such Taxes and the Issuer will promptly upon receipt of prior written notice stating the amount of such Taxes pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Note Purchaser would have received had not such Taxes been asserted. The Note Purchaser shall make all reasonable efforts to avoid the imposition of any Taxes which would give rise to an additional payment under this Section 3.05.

If the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Note Purchaser or its agent the required receipts or other required documentary evidence, the Issuer, shall indemnify the Note Purchaser and its agent, if any, for any incremental Taxes, interest or penalties that may become payable by the Note Purchaser or its agent as a result of any such failure. For purposes of this Section 3.05, a distribution hereunder by the agent for the Note Purchaser shall be deemed a payment by the Issuer.

Upon the request of the Issuer, the Note Purchaser, if it is organized under the laws of a jurisdiction other than the United States, shall, prior to the initial due date of any payments hereunder and to the extent permissible under then current law, execute and deliver to the Issuer on or about the first scheduled payment date in each calendar year thereafter, one or more (as the Issuer may reasonably request) United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable to establish the extent, if any, to which a payment to the Note Purchaser is exempt from withholding or deduction of Taxes. The Issuer shall not, however, be required to pay any increased amount under this Section 3.05 to the Note Purchaser if the Note Purchaser fails to comply with the requirements set forth in this paragraph.

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ARTICLE IV
OTHER PAYMENT TERMS

SECTION 4.01 Time and Method of Payment. All amounts payable to the Note Purchaser hereunder or with respect to the Note shall be made by wire transfer of immediately available funds in Dollars not later than 5:00 p.m., New York City time, on the date due. Any funds received after that time will be deemed to have been received on the next Business Day.

ARTICLE V
REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS

SECTION 5.01 The Issuer. The Issuer, the Originator and the Servicer each represent and warrant to the Note Purchaser that each of its representations and warranties in the Basic Documents are true and correct, as of the date hereof, and each of the Issuer, Originator and the Servicer covenants that the same will be true as of each Funding Date, as if made on such Funding Date. The Issuer further represents and warrants and covenants to the Note Purchaser that as of the date hereof, and as of each Funding Date that:

(a) The Issuer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and the Issuer has full power and authority (limited liability company and other) necessary to offer, sell and deliver the Note and to own or hold its properties and to conduct its business as now conducted by it and to execute and deliver this Agreement and the other Basic Documents to which the Issuer is a party and to perform its obligations hereunder and thereunder and, with respect to the Issuer, to cause the Trustee to authorize and issue the Note from time to time as contemplated by this Agreement and the Indenture;

(b) the Basic Documents to which the Issuer is a party and the Note have been duly authorized and, as of the Closing Date, each will be duly executed and delivered by the Issuer, and each of the Basic Documents and the Note will, as of the Closing Date, constitute a valid, legal and binding obligation enforceable against the Issuer, in accordance with their respective terms, subject to the applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law);

(c) neither the Issuer nor, to the best of the Issuer’s knowledge after due inquiry, anyone acting on the Issuer’s behalf, has offered, pledged, sold or otherwise disposed of the Note or any interest therein or solicited any offer to buy or accept a transfer, pledge or other disposition of the Note or any interest therein or otherwise approached or negotiated, with respect to the Note or any interest therein, with any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a public distribution of the Note under the Securities Act, or which would render the disposition of the Note in violation of Section 5 of the Securities Act or any state securities laws, or require registration or qualification pursuant thereto or require registration of the Issuer under the Investment Company Act of 1940, as amended (the “Investment Company Act”), nor will the Issuer act, nor has the Issuer authorized or will it authorize any person to act, in such a manner with respect to the Note;

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(d) the execution and delivery of the Basic Documents to which the Issuer is a party, the Issuer’s delivery of the Note and the acceptance by the Note Purchaser of the Note will not involve any prohibited transaction within the meaning of the Employee Retirement Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended;

(e) the Issuer is not required, and will not be required to register as an “investment company” under the Investment Company Act, and the Issuer is not controlled by an “investment company” as defined in the Investment Company Act;

(f) the Issuer is not in violation of its limited liability company agreement or in default under any agreement, indenture or instrument to which it is a party, the effect of which violation or default could reasonably be expected to have a material adverse effect on it, the Collateral or on any of the transactions contemplated hereby. Neither the issuance and sale of the Note, nor the execution, delivery and performance by the Issuer of this Agreement or any Basic Document to which it is a party, nor the consummation by the Issuer of any of the transactions contemplated hereby or by any Basic Document, nor compliance by the Issuer with the provisions hereof or thereof, does or will conflict with or result in a breach or violation of any term or provision of (i) the certificate of formation (or other document of similar import) or limited liability company agreement of the Issuer or conflict with, result in a breach, violation or acceleration of, or constitute a default under, the terms of any indenture or other agreement or instrument to which the Issuer is a party or by which it is bound or to which any of the properties of the Issuer is subject, the effect of which conflict, breach, violation, acceleration or default could reasonably be expected to have a material adverse effect on the Collateral or on any of the transactions contemplated hereby or (ii) any statute, order or regulation applicable to the Issuer of any court, legislative or regulatory body, administrative agency or governmental body having jurisdiction over the Issuer, the effect of which conflict, breach, violation or default could reasonably be expected to have a material adverse effect on the Collateral, the Note or on any of the transactions contemplated hereby. The Issuer is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, legislative or regulatory body, administrative agency or governmental body having jurisdiction over it that materially and adversely affect, or could reasonably be expected to materially and adversely affect (i) the ability of the Issuer to perform its obligations under this Agreement or any other Basic Document to which it is a party, (ii) the business, operations, financial condition, properties, assets or prospects of the Issuer or (iii) the enforceability or collectability of the Collateral or the Note;

(g) there are no actions or proceedings against, or investigations of, the Issuer pending, or, to the knowledge of the Issuer after due inquiry, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, any Basic Document or the Note, (ii) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any Basic Document, (iii) that, if determined adversely to the Issuer, may reasonably be expected to either individually or in the aggregate, have an adverse affect on the Collateral or on the business, operations, financial condition, properties, assets or prospects of the Issuer or the validity or enforceability of, or the performance by the Issuer of its obligations under, this Agreement, any other Basic Document or the Note or (iv) that is if determined adversely to the Issuer, could reasonably be expected to adversely affect the federal income tax attributes of the Note;

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(h) all approvals, authorizations, consents, orders or other actions of any court, regulatory body, administrative agency, governmental body or arbitrator required to be made or obtained by the Issuer in connection with the execution and delivery of the Note or any Basic Document, the performance of the transactions contemplated by the Note or any Basic Document by the Issuer and the fulfillment of the terms hereof by the Issuer have been obtained;

(i) immediately prior to the pledge of the Initial Receivables on the Closing Date by the Issuer to the Trustee as contemplated by the Indenture, the Issuer (i) had good title to, and was the sole owner of, the Collateral purported to be pledged by it pursuant to the Indenture free and clear of any Lien and (ii) had not assigned to any person any of its right, title or interest in such Collateral, other than the security interest created by the Basic Documents and no further action, including the filing of any document (other than such UCC’s, if any, as will be timely filed), is required to establish and perfect the security interest of the Trustee in the Collateral in favor of the Note Purchaser against all third parties in any jurisdiction and all such Collateral is freely assignable to the Trustee for the benefit of the Note Purchaser (or if consent is necessary for such assignment, such consent has been granted);

(j) immediately prior to each pledge of Additional Receivables on each Advance Date, by the Issuer to the Trustee as contemplated by the Indenture, the Issuer (i) will have good title to, and will be the sole owner of, each Additional Receivable and the other Collateral purported to be pledged by it pursuant to the Indenture free and clear of any Lien and (ii) will not have assigned to any person any of its right, title or interest in such Collateral, other than the security interest created by the Basic Documents, and no further action, including any filing of any document (other than such UCC’s, if any, as will be timely filed), will be required to establish and perfect the security interest of the Trustee in the Collateral in favor of the Note Purchaser against all third parties in any jurisdiction and all such Collateral will be freely assignable to the Trustee for the benefit of the Note Purchaser (or if consent is necessary for such assignment, such consent has been granted);

(k) no Funding Termination Event, or event which, with the giving of notice or the passage of time or both would constitute a Funding Termination Event, has occurred and is continuing or will result from the sale of the Note;

(l) assuming the Note Purchaser is not purchasing the Note with a view toward further distribution and that the Note Purchaser has not engaged in any general solicitation or general advertising within the meaning of the Securities Act, the offer and sale of the Note in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and the Indenture is not required to be qualified under the Trust Indenture Act;

(m) the Issuer has furnished to the Note Purchaser true, accurate and complete copies of all Basic Documents as of the Closing Date, all of which Basic Documents are in full force and effect as of the Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date; and

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(n) the Note purchased by the Note Purchaser hereunder will be entitled to the benefit of the security provided in the Indenture.

SECTION 5.02 Servicer. The Servicer represents and warrants to the Note Purchaser, as of the date hereof and as of and after giving effect to the making of each Advance, that:

(a) the Servicer has been duly organized and is validly existing as a corporation under the laws of the State of Wisconsin, and the Servicer has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement and the other Basic Documents;

(b) each of the Basic Documents to which the Servicer is a party has been duly authorized and, as of the Closing Date, will be duly executed and delivered by the Servicer, and each of the Basic Documents to which the Servicer is a party will, as of the Closing Date, constitute a valid, legal and binding obligation enforceable against it, in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law);

(c) the Servicer is not in violation of its certificate of incorporation or by-laws, respectively, or in default under any agreement, indenture or instrument to which it is a party, the effect of which violation or default could reasonably be expected to have a material adverse effect on it, the Collateral or to any of the transactions contemplated hereby. Neither the issuance and sale of the Note, nor the execution, delivery and performance by the Servicer of this Agreement or any Basic Document to which it is a party, nor the consummation by the Servicer of any of the transactions contemplated hereby or by any Basic Document, nor compliance by the Servicer with the provisions hereof or thereof, does or will conflict with or result in a breach or violation of any term or provision of (i) the certificate of incorporation or by-laws (or other document of similar import) of the Servicer or conflict with, result in a breach, violation or acceleration of, or a default under, the terms of any indenture or other agreement or instrument to which the Servicer is a party or by which it is bound or to which any of the properties of the Servicer is subject, the effect of which conflict, breach, violation, acceleration or default could reasonably be expected to have a material adverse effect on it, the Collateral or any of the transactions contemplated hereby or (ii) any statute, order or regulation applicable to the Servicer of any court, regulatory or legislative body, administrative agency or governmental body having jurisdiction over the Servicer, the effect of which conflict, breach, violation or default could reasonably be expected to have a materially adverse effect on it, the Collateral or any of the transactions contemplated hereby. The Servicer is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory or legislative body, administrative agency or governmental body having jurisdiction over it that materially and adversely affects, or could reasonably be expected to materially and adversely affect, (i) the ability of the Servicer to perform its obligations under this Agreement or any Basic Document , (ii) the business, operations, financial condition, properties, assets or prospects of the Servicer; or (iii) the enforceability or collectability of the Collateral or the Note;

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(d) the Servicer possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it, except to the extent that the failure to have such licenses, certificates, authorities or permits does not have a material adverse effect on the Receivables, the Note or the conduct of its business, operations, financial condition, properties, assets or prospects of the Servicer, and it has not received notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding may reasonably be expected to have a material adverse effect on the Receivables, the Note or the conduct of its business operations, financial condition, properties, assets or prospects of the Servicer;

(e) there are no actions or proceedings against, or investigations of, the Servicer pending, or, to the knowledge of the Servicer, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, any other Basic Document or the Note, (ii) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any Basic Document, (iii) that, if determined adversely to the Servicer, may, individually or in the aggregate, be reasonably be expected to have a material adverse effect on the Collateral or the business, operations, financial condition, properties, assets or prospects of the Servicer or the validity or enforceability of, or the performance by the Servicer of its obligations under, this Agreement, any other Basic Document or the Note or (iv) that, if determined adversely to the Servicer, could reasonably be expected to have a material adverse effect on the federal income tax attributes of the Note;

(f) all approvals, authorizations, consents, orders or other actions of any court, regulatory body, administrative agency, governmental body or arbitrator required to be made or obtained by the Servicer in connection with the execution and delivery of this Agreement, any other Basic Document or the Note, the performance of the transactions contemplated by any Basic Document by the Servicer and the fulfillment of the terms hereof by the Servicer have been made or obtained;

(g) except to the extent otherwise set forth in the Basic Documents, each representation and warranty made by it in each Basic Document to which it is a party (including any representations and warranties made by it as Originator) is true and correct and would not omit to state a material fact necessary to make the statements therein not misleading as of the date originally made, as of the date hereof as if made on and as of the date hereof and as of and after giving effect to the making of each Advance as if made on and as of the making of each Advance as if set forth in full herein;

(h) the audited consolidated balance sheet of the Servicer and its consolidated subsidiaries as of December 31, 2004 and the related statements of income, changes in stockholders equity and cash flow as of and for the fiscal year ending on such date, and the related statements of income, changes in stockholders equity and cash flow as of and for the quarter ending on such date (including in each case the schedules and notes thereto) (collectively, the “Financial Statements”), have been prepared in accordance with GAAP and present fairly the financial position of the Servicer and its consolidated subsidiaries as of the dates thereof and the results of their operations for the periods covered thereby subject, in the case of all unaudited statements, to normal year-end audit adjustments and lack of footnotes and other presentation items;

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(i) neither the Servicer nor, to the best of the Servicer’s knowledge after due inquiry, anyone acting on the Servicer’s behalf, has offered, transferred, pledged, sold or otherwise disposed of the Note or any interest therein, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Note or any interest therein or otherwise approached or negotiated, with respect to the Note or any interest therein, with any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a public distribution of the Note under the Securities Act, or which would render the disposition of any Note in violation of Section 5 of the Securities Act or any state securities laws, or require registration or qualification pursuant thereto or require registration of the Servicer under the Investment Company Act, nor will the Servicer act, nor has the Servicer authorized or will it authorize any person to act, in such a manner with respect to the Note;

(j) no practice, procedure or policy employed or proposed to be employed by the Servicer in the conduct of its business constitutes a material violation of any law, regulation, judgment, agreement, order or decree applicable to the Servicer;

(k) the Servicer is solvent and will not be rendered insolvent by the transactions contemplated by the Basic Documents and, after giving effect to such transactions, the Servicer will not be left with an unreasonably small amount of capital with which to engage in its business. The Servicer does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. The Servicer does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Servicer or any of its assets. The Servicer has not had a judgment entered against it that has been returned unsatisfied. The amount of consideration being received by the Servicer upon the sale of the Receivables being sold by the Servicer (in its capacity as Originator) under the Basic Documents constitutes reasonably equivalent value and fair consideration for such Receivables. The Servicer in its capacity as Originator, is not transferring the Receivables as provided in the Basic Documents, with any intent to hinder, delay or defraud any of its creditors;

(l) no practice, procedure or policy employed or proposed to be employed by the Servicer in the conduct of its business violates any anti-money laundering law or regulation (including without limitation, the USA PATRIOT Act, Public Law No. 107-56 (2001), and regulations promulgated thereunder) applicable to the Servicer the violation of which would adversely affect the Servicer;

(m) the Servicer is not required to register as an “investment company” under the Investment Company Act;

(n) the Servicer has filed all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by it, to the extent that such taxes have become due. Any taxes, fees and other governmental charges payable by the Servicer in connection with the transactions contemplated by the Basic Documents, the execution and delivery of the Basic Documents and the issuance of the Notes have been paid or will be paid;

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(o) no certificate, statement, report or other document furnished and no representation or warranty made or to be furnished or made to the Note Purchaser by the Servicer in connection with any Basic Document, at the time furnished, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements contained therein not misleading; and

(p) the information set forth in the most recent Borrowing Base Certificate is true and correct in all material respects.

Additionally, the Servicer makes all representations set forth in Section 8.1 of the Sale and Servicing Agreement to the Note Purchaser, as if set forth in full herein; provided that all references in Section 8.1 thereof to this Agreement shall be deemed to refer to this Note Purchase Agreement.

SECTION 5.03 Note Purchaser. The Note Purchaser represents and warrants to the Issuer and the Servicer, as of the date hereof (or as of a subsequent date on which a successor or assign of the Note Purchaser shall become a party hereto), that:

(a) the Note Purchaser has been duly formed and is validly existing as a corporation under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware;

(b) this Agreement has been duly and validly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid, binding obligation of the Note Purchaser, enforceable against the Note Purchaser in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law);

(c) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Note;

(d) it is purchasing the Note for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control;

(e) it understands that the Note has not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that the Issuer is not required to register the Note, and that any transfer must comply with provisions of Section 2.3 of the Indenture;

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(f) it understands that the Note will bear the legend set out in the form of Note attached as Exhibit A-1 to the Indenture and be subject to the restrictions on transfer described in such legend;

(g) it will comply with all applicable federal and state securities laws in all material respects in connection with any subsequent resale of the Note;

(h) it understands that the Note may be offered, resold, pledged or otherwise transferred without the Issuer’s prior written consent only (A) to the Issuer, (B) in a transaction meeting the requirements of Rule 144A under the Securities Act, (C) outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or (D) in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; provided however that notwithstanding anything contained in this Agreement to the contrary, the Note Purchaser agrees that no transfer of any portion of the Note shall be made to a Person primarily engaged in the business of manufacturing and selling agricultural or construction equipment.

(i) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Note as described in subclauses (B), (C) or (D) of the preceding paragraph, the transferee of the Note will be required to deliver a certificate and may under certain circumstances be required to deliver an opinion of counsel, in each case, as described in the Indenture, reasonably satisfactory in form and substance to the Trustee, that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation. The Note Purchaser understands that the registrar and transfer agent for the Note will not be required to accept for registration of transfer the Note acquired by it, except upon presentation of an executed letter in the form required by the Indenture; and

(j) it will obtain from any purchaser of the Note substantially the same representations and warranties contained in the foregoing paragraphs.

ARTICLE VI
CONDITIONS

SECTION 6.01 Conditions to Note Purchase and Initial Advance. The obligation of the Note Purchaser to purchase the Note and fund the Initial Advance hereunder shall be subject to the receipt by the Note Purchaser of the following items on or prior to the Closing Date, each in form and substance satisfactory to the Note Purchaser in its reasonable discretion:

(a) each of the Basic Documents, has been duly authorized and executed by the parties thereto, is in full force and effect and all consents, waivers and all approvals necessary for the consummation of the transactions contemplated by the Basic Documents shall have been obtained and be in full force and effect;

(b) certified copies of charter documents, by-laws, operating agreements and resolutions of the Board of Managers or Board of Directors, as applicable, of each of the Gehl Parties respectively, authorizing or ratifying the execution, delivery and performance of each of the Basic Documents to which each is a party;

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(c) a certificate of the Secretary or an Assistant Secretary of each of the Gehl Parties , as applicable, certifying the names and signatures of its officer or officers authorized to sign all Basic Documents and other related documents to which each is a party;

(d) at the time of such issuance, all conditions to the authentication and issuance of the Note under the Indenture and the conditions set forth in Section 2.1(b) of the Sale and Servicing Agreement, shall have been satisfied and all conditions to the Initial Advance, set forth in this Section 6.01 shall have been satisfied;

(e) the Note Purchaser shall have received a duly executed, authorized and authenticated Note registered in its name and stating that the principal amount thereof shall not exceed the Maximum Invested Amount (a copy of which shall be delivered to the Trustee) which Note shall be entitled to the benefit of the security provided in the Indenture and shall constitute the legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms subject to applicable bankruptcy and insolvency laws;

(f) customary legal opinions (including opinions relating to the tax treatment of the Note, true sale, non-consolidation, UCC and various corporate and enforceability matters) as may be requested by the Note Purchaser ;

(g) financing statements on Form UCC-1 or other documents shall have been filed with respect to the Trustee’s security interest in the Collateral and copies of (i) all search reports and (ii) all required consents or release letters required to be obtained from any lender and the Originator or its Affiliates releasing all Liens and other interests in the Collateral;

(h) the Gehl Parties shall have responded to all due diligence and other requests for documents, reports and other items made by the Note Purchaser its counsel, accountants and other related parties, to reasonable satisfaction of the Note Purchaser or, the Note Purchaser and the Issuer shall have made satisfactory arrangements for the prompt delivery after the Closing Date of any due diligence materials requested by the Note Purchaser but not delivered prior to the Closing Date and, in accordance with Section 8.06, shall cooperate with the Note Purchaser in any continuing due diligence investigation conducted by it;

(i) the Issuer shall have paid all fees and expenses required to be paid by it on the Closing Date including, without limitation, the structuring fee described in Section 3.02(a) hereof and all fees and expenses required to be paid under Section 8.05(a) hereof;

(j) rating letters from each Rating Agency issuing a rating of at least BBB- (in the case of S&P) and Baa3 (in the case of Moody’s) with respect to the Note;

(k) the Issuer and the Hedge Counterparty, if any, shall have entered into a Hedge Agreement in connection with the payment of interest and fees under the Note, in form and substance reasonably satisfactory to the Note Purchaser and such Hedge Agreement, shall be in full force and effect and no termination event shall have occurred thereunder;

(l) an original Schedule of Receivables;

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(m) the Custodian shall have delivered to the Note Purchaser a Custodial Receipt with respect to the Receivable Files for the Receivables to be purchased on such Funding Date in substantially the form attached as Exhibit A to the Sale and Servicing Agreement;

(n) the amount on deposit in the Reserve Account shall equal or exceed the Required Reserve Account Amount, taking into account the application of the proceeds of the proposed Advance on such Funding Date;

(o) all limitations specified in Section 2.02 of this Agreement and the conditions set forth in Section 2.1(b) of the Sale and Servicing Agreement shall have been satisfied with respect to the making of such Advance;

(p) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed Borrowing Base Certificate from the Servicer in the form of Exhibit A hereto;

(q) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed and executed Advance Request pursuant to Section 2.03 hereof;

(r) an Officer’s Certificate of each Gehl Party to the effect that: (i) the representations and warranties of each Gehl Party in each Basic Document are true and correct as of the date of such requested Advance, with the same effect as though made on the date of such Advance (except that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct in all respects on and as of such earlier date); (ii) each Gehl Party complied in all respects with all agreements and satisfied all the conditions on its part to be performed or satisfied under the Basic Documents on or prior to the Closing Date; and (iii) no Event of Default, Funding Termination Event or Servicer Termination Event shall have occurred, or event, which with the giving of notice, the lapse of time or both shall constitute an Event of Default, Funding Termination Event or Servicer Termination Event, shall have occurred or is continuing or will result from the purchase of the Note or the Initial Advance;

(s) an Officer’s Certificate of the Servicer which provides (i) that after giving effect to the Initial Advance, the weighted average of the aggregate Amount Financed under the initial Receivables over the aggregate “value” of such Financed Equipment (as determined by reference to the Standard Trade Price for new Financed Equipment and the Green Guide for used Financed Equipment), shall not exceed 95%, (ii) after giving affect to the Initial Advance, there will be not less than 300 Obligors with Receivables in the initial pool of Receivables and (iii) the weighted average maturity of the initial Receivables shall not exceed 54 months;

(t) the Note Purchaser shall have received from the Originator (i) a state by state survey of the license and other regulatory requirements in each of the states in which the initial Receivables were originated, which shall be in form and substance satisfactory to the Note Purchaser and its counsel, (ii) copies of all certificates and licenses required to be obtained by the Originator or the Servicer in order to do business in each of the states in which the initial Receivables were originated and (iii) an Opinion of Counsel from Foley & Lardner LLP, with respect to the licensing, permitting and other regulatory requirements as set forth in the related survey and the Originator’s compliance therewith; and

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(u) the Issuer shall have delivered to the Note Purchaser such other documents and opinions as the Note Purchaser may reasonably request.

SECTION 6.02 Conditions to Subsequent Advances. The obligation of the Note Purchaser to fund any Advance with respect to Additional Receivables shall be subject to the receipt by the Note Purchaser of the following items on or prior to the related Funding Date, each in form and substance satisfactory to the Note Purchaser:

(a) an updated Schedule of Receivables and the Issuer shall have delivered to the Trustee an Assignment and shall have indicated in its computer files such the Receivables have been transferred to the Issuer and, within five (5) Business Days thereafter, the Issuer shall have delivered a computer printout, computer file or microfiche list containing a true and complete list of all Receivables to be purchased on the related Funding Date, identified by account number and the aggregate amount of the Receivables, as of the Funding Date, which computer printout, computer file or microfiche list shall be as of the date of such Assignment and shall be incorporated into and made a part of such Assignment and the Sale and Servicing Agreement;

(b) the Custodian shall have delivered to the Note Purchaser a Custodial Receipt with respect to the Receivable Files for the Additional Receivables to be purchased on such Funding Date in substantially the form attached as Exhibit A to the Sale and Servicing Agreement;

(c) the amount on deposit in the Reserve Account shall equal or exceed the Required Reserve Account Amount, taking into account the application of the proceeds of the proposed Advance on such Funding Date;

(d) all limitations specified in Section 2.02 of this Agreement and the conditions set forth in Section 2.1(b) of the Sale and Servicing Agreement shall have been satisfied with respect to the making of such Advance;

(e) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed Borrowing Base Certificate from the Servicer in the form of Exhibit A hereto and after giving effect to such Advance, the Borrowing Base Deficiency shall be zero;

(f) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed and executed Advance Request pursuant to Section 2.03 hereof;

(g) the Servicer shall have delivered to the Note Purchaser the Servicer’s Certificate for the immediately preceding Accrual Period pursuant to Section 4.9 of the Sale and Servicing Agreement;

(h) an Officer’s Certificate from the Originator which certifies that: (i) the representations and warranties made by the Gehl Parties in the Basic Documents are true and correct as of the date of such requested Advance, with the same effect as though made on the date of such Advance; (ii) the Gehl Parties are in compliance with all covenants made by each such party in the Basic Documents (iii)such Advance will not cause there to be more than two Advances made in a calendar week; (iv) after giving effect to such Advance, the Invested Amount of the Note will not exceed the Maximum Invested Amount; (v) after giving effect to such Advance, the Borrowing Base Deficiency shall be equal to zero; (vi) Facility Termination Date shall not have occurred or will not occur as a result of making such Advance; and (vii) before and after giving effect to any addition of Receivables, no Event of Default, Funding Termination Event or Servicer Termination Event shall have occurred, or event, which with the giving of notice, the lapse of time or both shall constitute an Event of Default, Funding Termination Event or Servicer Termination Event, shall have occurred. or will occur as a result of the purchase of the Additional Receivables or the Advance by the Note Purchaser;

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(i) an Officer’s Certificate of the Servicer which provides that (i) after giving effect to the Advance, the weighted average of the aggregate Amount Financed under the Receivables over the aggregate “value” of such Financed Equipment (as determined by reference to the Standard Trade Price for new Financed Equipment and the Green Guide for used Financed Equipment), shall not exceed 95%, (ii) after giving affect to the Advance, there will be not less than 300 Obligors with Receivables in the pool of Receivables and (iii) the weighted average maturity of the outstanding Receivables shall not exceed 54 months;

(j) except to the extent such information has previously been provided by the Originator, the Note Purchaser shall have received from the Originator (i) a state by state survey of the license and other regulatory requirements in each of the states in which the related Receivables were originated, which shall be in form and substance satisfactory to the Note Purchaser and its counsel, (ii) copies of all certificates and licenses required to be obtained by the Originator or the Servicer in order to do business in each of the states in which such Receivables were originated, and (iii) an Opinion of Counsel from Foley & Lardner LLP, with respect to the licensing, permitting and other regulatory requirements as set forth in the related survey and the Originator’s compliance therewith;

(k) the Issuer shall have delivered to the Note Purchaser such other documents and opinions as the Note Purchaser may reasonably request; and

(l) (A) the Hedge Agreement (i) shall be in full force and effect and no termination event thereunder shall have occurred, (ii) shall provide that notional amount of the Hedge Agreement shall not begin to amortize prior to the three month anniversary of the Closing Date and (iii) shall include an amortization schedule which shall be calculated assuming zero losses and zero prepayments; and (B) the Hedge Counterparty shall have a rating at least equal to the then current S &P rating on Note.

The giving of any notice pursuant to Section 2.03 shall constitute a representation and warranty by the Issuer and the Servicer that all conditions precedent to such Advance have been satisfied.

During the period beginning on the Cutoff Date for the Receivables to be sold to be purchased and the related Funding Date, as applicable, there shall have occurred none of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in the securities of the Originator or an Affiliate thereof, if applicable; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the Note Purchaser judgment makes it impracticable or inadvisable to proceed with the related Advance or any other transaction contemplated by this Agreement.

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ARTICLE VII
COVENANTS

SECTION 7.01 Affirmative Covenants. Each of the Gehl Parties severally covenants and agrees that, until the Note and all other obligations of the Issuer under this Agreement and the other Basic Documents have been paid in full or otherwise satisfied and the Note has been cancelled, it will:

(a) duly and timely perform all of its respective covenants and obligations under each Basic Document to which it is a party;

(b) continue to engage in the business now conducted by it and activities reasonably related thereto and preserve and maintain in full force and effect its existence and all permits, licenses, approvals, consents, rights, privileges, and franchises necessary or desirable in the conduct or transaction of its business or the ownership of its properties, except to the extent the failure to maintain such permits, licenses, approvals, consents, rights, privileges and franchises could not reasonably be expected to have a material adverse effect on the Note, the rights of the Note Purchaser or the value or enforceability of the Collateral;

(c) at the same time any report, notice or other document is provided or any communication is furnished to the Rating Agencies or the Trustee, or is caused to be provided or furnished, by any Gehl Party under the Indenture or any other Basic Document, provide the Note Purchaser with a copy of such report, notice or other document;

(d) at any time and from time to time, following at least three (3) Business Days prior notice from the Note Purchaser, and during regular business hours (at the Note Purchaser’s expense), permit the Note Purchaser or its agents, representatives or permitted assigns, access to the offices of, the Servicer and the Issuer, as applicable, (i) to examine and make copies of and abstracts from all documentation relating to the Collateral and the Trust Estate, and (ii) to discuss matters relating to the Collateral and the Trust Estate, or the administration and performance of the Indenture, the Sale and Servicing Agreement and the other Basic Documents with any of the officers or employees of, the Servicer or the Issuer, as applicable, having knowledge of such matters;

(e) respond to all due diligence and other requests for documents, reports and other items made by the Note Purchaser, its counsel, accountants and other related parties, to the reasonable satisfaction of the Note Purchaser;

(f) promptly notify the Note Purchaser of any material change in its origination or underwriting policies or practices;

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(g) pay and discharge all taxes, levies, Liens and other charges on the Collateral that would create any lien or charge upon the Collateral;

(h) comply in all respects with all laws, ordinances, rules, and regulations of any federal, state, municipal or other public authority having jurisdiction over such party or any of its assets, except to the extent the failure to comply with such laws could not reasonably be expected to have a material adverse effect on such party’s ability to comply with its obligations under this Agreement, the Note and the other Basic Documents;

(i) promptly, and in any event within five (5) Business Days of an Executive Officer of a Gehl Party becoming aware of the occurrence thereof, notify the Note Purchaser in writing of (i) the occurrence of any Event of Default, Funding Termination Event or Servicer Termination Event or event which, with notice or lapse of time or both, would constitute an Event of Default, a Funding Termination Event or a Servicer Termination Event and (ii) any event of default by any party under any indenture, mortgage, deed of trust, agreement or other instrument or contractual obligation to which any Gehl Party is a party and by which the Collateral or the Note may be affected;

(j) maintain the Trustee (or a successor reasonably satisfactory to the Note Purchaser) under the Indenture (or a successor agreement of substantially the same tenor) at all times;

(k) cause the Servicer to service and manage the Collateral in accordance with its customary practices, in a manner consistent with the terms of the Sale and Servicing Agreement and the intent of the parties thereto and otherwise enforce the obligations of the Servicer under the Sale and Servicing Agreement;

(l) advise the Note Purchaser of any breach of any representation or warranty or covenant of any Gehl Party under any Basic Document within three (3) Business Days of an Executive Officer becoming aware of such breach; and

(m) provide thirty (30) days’ prior written notice of the intention of any Gehl Party to reincorporate, change its name, principal place of business or the location where its books and records are kept.

SECTION 7.02 Negative Covenants. Each Gehl Party jointly and severally covenants and agrees that, until the Note and all other obligations of the Issuer under this Agreement and the other Basic Documents have been paid in full or otherwise satisfied and the Note has been cancelled, it will not and will not permit any other Gehl Party to:

(a) create, incur, assume, or suffer to exist, any Lien on any of the Collateral whether now owned or hereafter acquired, other than Liens in favor of the Trustee for the benefit of the Note Purchaser or permit any financing statement or assignment (except in favor of the Trustee) to be on file in any public office with respect thereto;

(b) reorganize, merge into or consolidate with any other Person unless the Gehl Party is the surviving entity, or transfer substantially all of its assets in one transaction or a series of related transactions to any other Person to accomplish a similar purpose, (ii) assign, transfer, sell, lease, otherwise dispose of, or terminate any Gehl Party’s interest in any of the Collateral, other than in accordance with the terms of the Basic Documents, (iii) wind up, liquidate or dissolve or (iv) move its principal place of business outside the continental United States, or agree to do any of the foregoing;

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(c) except as otherwise provided in the Basic Documents, transfer or otherwise convey or move any Receivables into any other investment of any Gehl Party that is not property of the Issuer (it being understood that this covenant shall become inapplicable with respect to any Receivable repurchased by the Company); provided, that this covenant shall be in full force and effect through the later of the Facility Termination Date and such time that the Note and related fees and expenses have been paid in full;

(d) sell, pledge, or otherwise convey any interest in the Receivables sold to the Issuer, the cash flows in the Receivables sold to the Issuer, or any intangibles related thereto except pursuant to the terms of the Basic Documents; provided, that this covenant shall be in full force and effect through the later of the Facility Termination Date and such time that the Note and related fees and expenses are paid in full;

(e) except as permitted in accordance with the servicing standards described in the Sale and Servicing Agreement, consent to any change to the servicing or collection practices and procedures which change could reasonably be expected to cause there to be a delay in or diminishment of the Receivables cash flow or otherwise have an adverse effect on the value or collectability of the Collateral generally;

(f) except as contemplated by the terms of the Basic Documents, amend, modify, waive or give any approval, consent or permission under, any provision of any Basic Document to which it is a party unless any such amendment, modification, waiver or other action is in writing and made in accordance with the terms of such Basic Document and the rating Agency Condition shall have been satisfied to the extent required by the Basic Documents;

(g) the proceeds of the Advances will not be used by the Company or the Issuer, directly or indirectly, for the purpose of purchasing or carrying any margin stock or for the purpose of reducing or retiring any debt which was originally incurred to purchase or carry margin stock or for any other purpose which might constitute the Advances under this Agreement as being “purpose credit” within the meaning of Regulation X of the Board of Governors of the Federal Reserve System;

(h) permit a Borrowing Base Deficiency to occur which is not cured in accordance with the Indenture; and

(i) permit any amendment or assignment of the Hedge Agreement prior to satisfaction of the Rating Agency Condition.

Section 7.03 Annual Deliveries. On or before March 31, of each year, beginning March 31, 2006, the Issuer shall deliver to the Note Purchaser:

(i) a letter from each Rating Agency confirming the ratings on the Note as issued by each Rating Agency on the Closing Date;

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(ii) an Opinion of Counsel with respect to various UCC matters in accordance with Section 4.17 of the Sale and Servicing Agreement; and

(iii) a certificate of good standing of the Issuer and Seller, issued by the Secretary of State of the State of Delaware dated not more that five (5) days prior to the delivery date noted above, from the Secretary of State or other appropriate authority of the State of Delaware evidencing the good standing of the Issuer in Delaware and in each other jurisdiction where the ownership of its property or the conduct of its business requires any qualification.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

SECTION 8.01 Amendments. No amendment to, or waiver of, any provision of this Agreement, or consent to any departure herefrom by any Gehl Party or the Note Purchaser, shall be effective unless the same shall be in writing and signed by each Gehl Party and the Note Purchaser. The Issuer will provide the Rating Agencies with prompt written notice of any amendment to this Agreement.

SECTION 8.02 No Waiver; Remedies. Any waiver, consent or approval given by any party hereto shall be effective only in the specific instance and for the specific purpose for which given, and no waiver by a party of any breach or default under this Agreement shall be deemed a waiver of any other breach or default. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder, or any abandonment or discontinuation of steps to enforce the right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.03 Binding on Successors and Assigns.

(a) This Agreement shall be binding upon, and inure to the benefit of, the Gehl Parties, the Note Purchaser and their respective successors and permitted assigns; provided, however, that none of the Gehl Parties may assign their rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of the Note Purchaser. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement.

The Note Purchaser may at any time grant a security interest in and lien on all of its interests under this Agreement, the Note and all Basic Documents to any Person who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, a credit default swap, a surety bond or any insurance policy, including any financial guaranty insurance policy, for the benefit of the Note Purchaser. The Note Purchaser may assign its Commitment or all of its interest under the Note, this Agreement and the Basic Documents to any Person with the written consent of the Issuer which shall not be unreasonably withheld or delayed, provided, however, no consent shall be required for the Note Purchaser desires to sell or assign its interest in the Note or any of its rights or obligations hereunder to an Affiliate of the Note Purchaser or to any Accredited Investor (which is not primarily engaged in the business of manufacturing and selling agricultural or construction equipment), provided further however, that at any time that a Funding Termination Event, Servicer Termination Event or Event of Default has occurred and is continuing, no consent from any Gehl Party shall be required prior to any transfer by the Note Purchaser of its interest in the Note or any of its rights or obligations hereunder. Notwithstanding the foregoing, it is understood and agreed by the Issuer that the Note may be sold, transferred or pledged without the consent of the Issuer in compliance with, and as provided for under, Section 5.03(h). Notwithstanding any other provisions set forth in this Agreement, the Note Purchaser may at any time create a security interest in all of its rights under this Agreement, the Note and the Basic Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

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(b) If, on or after the date of this Agreement, the Note Purchaser reasonably determines that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Note Purchaser with any request or directive issued on or after the date of this Agreement (whether or not having the force of law) of any such authority, central bank or comparable agency, has made or would be likely to make it unlawful for the Note Purchaser to make or maintain the Advances, hold the Note or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and those contemplated to be performed by it pursuant to the Basic Documents to which the Note Purchaser is a party, then (i) the Note Purchaser shall so notify the Issuer; (ii) the obligation of the Note Purchaser to make Advances from time to time as contemplated hereunder shall be suspended; and (iii) the Note Purchaser may assign its rights and obligations hereunder and under the Basic Documents, the Note and its interests therein to any Person.

SECTION 8.04 Survival of Agreement. All covenants, agreements, representations and warranties made herein and in the Note delivered pursuant hereto shall survive the making and the repayment of the Advances and the execution and delivery of this Agreement and the Note and shall continue in full force and effect until all interest and principal on the Note and other amounts owed hereunder have been paid in full and the commitment of the Note Purchaser hereunder has been terminated. In addition, the obligations of the Issuer and the Note Purchaser under Sections 3.03, 3.04, 3.05, 8.05, 8.09, 8.11, 8.12, 8.13 and 8.14. shall survive the termination of this Agreement.

Section 8.05 Payment of Costs and Expenses; Indemnification.

(a) Payment of Costs and Expenses.

(i) The Issuer and the Originator, jointly and severally, agree to reimburse each Note Purchaser from time to time promptly upon demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses of the Note Purchasers, consulting and audit fees, and printing, reproduction, document delivery, travel, communication and related costs) incurred in connection with the preparation, review, negotiation, execution and delivery of the Basic Documents (including schedules and exhibits) and the amendment, modification or waiver thereof (or any proposed amendment, modification or waiver), whether or not the Closing Date occurs or any Basic Document is executed and delivered or any Advances are made by the Note Purchaser. .

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(ii) The Originator agrees to (A) pay upon demand all reasonable costs and out-of-pocket expenses incurred by the Note Purchaser as a consequence of, or in connection with, the enforcement of this Agreement or any of the other Basic Documents (including, without limitation, all costs and out-of-pocket expenses incident to the performance of any due diligence by RSM McGladrey and fees charged by the Rating Agencies for the rating of the Note) and any stamp, documentary or other similar taxes which may be payable by the Note Purchaser in connection with the execution or delivery of this Agreement, any Advance hereunder, or the issuance of the Note or any other Basic Documents; and (B) hold and save the Note Purchaser harmless from all liability for any breach by the Issuer of its obligations under this Agreement. The Originator also further agrees to reimburse the Note Purchaser upon demand for all reasonable out-of-pocket and legal fees and expenses incurred by the Note Purchaser in connection with any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Basic Document, or the negotiation of any restructuring or “work-out,” as may from time to time hereafter be proposed, whether or not consummated.

(b) Indemnification. In consideration of the execution and delivery of this Agreement by the Note Purchaser, the Originator agrees to indemnify and hold the Note Purchaser and each of its Affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”) harmless from and against any and all Losses incurred by such Indemnified Parties (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements incurred in connection with investigating, preparing to defend or defending against, or participating in, any action or other proceeding (collectively, the “Indemnified Liabilities”), (whether in prosecuting or defending against such actions, suits or claims) as a result of or arising out of or related to:

(i) any breach by any Gehl Party of any of its covenants, representations and warranties or agreements in any of the Basic Documents or any of the transactions contemplated hereby or thereby;

(ii) any liability incurred by an Indemnified Party connection with the offering of the Notes to the extent such liability is based on information provided by any Gehl Party,

(iii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance including, without limitation, any claim, suit or action related to such transaction, which claim is based on a violation of laws, including any Consumer Laws, or any applicable vicarious liability statutes, or the use or operation of any Financed Equipment by any Person;

(iv) any Indemnified Liabilities sustained by any Indemnified Party to the extent caused by the negligence, willful misconduct, bad faith or gross negligence of any Gehl Party; or

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(v) the entering into and performance of this Agreement and any other Basic Document by any of the Indemnified Parties, except to the extent any such Indemnified Liabilities are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted solely by reason of the gross negligence, bad faith, breach of contract or willful misconduct of such Indemnified Party. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Gehl Parties hereby jointly and severally agree to make the maximum contribution to the payment and satisfaction of the Indemnified Liabilities which is permissible under applicable law. The Issuer shall give notice to the Rating Agencies of any claim for Indemnified Liabilities made under this section. The Gehl Parties shall not be liable for any settlement of any proceeding effected without their prior written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the Gehl Parties agree to indemnify the Indemnified Parties as described above. None of the Gehl Parties shall, without the prior written consent of the Note Purchaser, effect any settlement of any pending or threatened proceeding in respect of which an Indemnified Party is or could have been a party or indemnity could have been sought hereunder, unless such settlement (i)includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such proceedingand (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. Neither the Note Purchaser nor any of its Affiliates shall be responsible or liable to any Gehl Party or any of their respective Affiliates, members or stockholders or any other person or entity for any indirect, punitive orconsequential damages which may be alleged as a result of any of the Basic Documents or any of the transactions contemplated herebyor thereby.

Notwithstanding any provision of this Section 8.05 or any other provision of this Agreement, nothing herein shall be construed as to require that the Issuer or the Servicer provide any indemnification hereunder or under any other Basic Document for any Losses incurred in connection with credit losses with respect to the Receivables or the Financed Equipment.

SECTION 8.06 Characterization as Basic Document; Entire Agreement. This Agreement shall be deemed to be a Basic Document for all purposes of the Sale and Servicing Agreement, the Indenture and the other Basic Documents. This Agreement, together with the Indenture, the Sale and Servicing Agreement, the Purchase and Sale Agreement, the documents delivered pursuant to Section 6.01and the other Basic Documents, including the exhibits and schedules thereto, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.

SECTION 8.07 Due Diligence. The Issuer and the Servicer acknowledge that the Note Purchaser has the right to perform continuing due diligence reviews with respect to the Collateral for purposes of verifying compliance with the representations, warranties and covenants made hereunder or otherwise, and the Issuer and the Servicer agree that upon reasonable prior notice (with no notice being required upon the occurrence and during the continuance of any Event of Default) the Note Purchaser and Trustee or any of their authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, and any and all documents, records, agreements, instruments or information relating to such Collateral in the possession or under the control of the Servicer or the Issuer. Other than during the occurrence and continuance of an Event of Default, the Note Purchaser will pay all out-of-pocket expenses incurred by it in connection with such reviews. Without limiting the generality of the foregoing, the Issuer acknowledges that the Note Purchaser may purchase the Note based solely upon the information provided to the Note Purchaser in the Schedule of Receivables and the representations, warranties and covenants contained herein and in the other Basic Documents, and that the Note Purchaser, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Collateral securing the Advances, including without limitation verifying the information used to originate any Receivables. The Issuer and the Servicer agree to cooperate to the fullest extent possible with the Note Purchaser and any third party in connection with such due diligence reviews, including, but not limited to, providing the Note Purchaser with access to any and all documents, records, agreements, instruments or information relating to such Collateral in the possession, or under the control, of the Issuer or the Servicer. The Issuer and Servicer acknowledge and agree that no due diligence performed by the Trustee, the Note Purchaser or any of their respective agents shall limit or otherwise affect the representations and warranties made by them or the Seller under any of the Basic Documents.

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SECTION 8.08 Notices. All notices, amendments, waivers, consents and other communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address or facsimile number set forth below its signature hereto or at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted and accompanied by a telephonic confirmation of receipt.

SECTION 8.09 Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement.

SECTION 8.10 Tax Characterization. Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all Federal, state and local income and franchise tax purposes, the Note will be treated as evidence of indebtedness issued by the Issuer, (b) agrees to treat the Note for all such purposes as indebtedness and (c) agrees that the provisions of the Basic Documents shall be construed to further these intentions.

SECTION 8.11 Limited Recourse. Notwithstanding any other provision contained herein or in any of the other Basic Documents, the obligations of the Issuer under this Agreement are limited recourse obligations of the Issuer, payable solely from the Collateral and, following realization thereof, any unsatisfied claims shall be automatically extinguished. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any certificateholder, member, employee, officer, manager, director, affiliate or trustee of the Issuer; provided, however, nothing in this Section 8.11 shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence, bad faith or willful misconduct. In addition, each of the parties hereto agree that all fees, expenses and other costs payable hereunder by the Issuer shall be payable only to the extent set forth in Section 11.14 of the Indenture and that all other amounts owed to them by the Issuer shall be payable solely from amounts that become available for payment pursuant to the Indenture and the Sale and Servicing Agreement.

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SECTION 8.12 Nonpetition Covenants. Notwithstanding any prior termination of this Agreement, none of the Gehl Parties party hereto shall, prior to the date which is one year and one day after the Final Scheduled Payment Date 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 with respect to the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer in connection with any obligations arising under or in connection with any Basic Documents.

(b) In the event of any breach of a representation and warranty or other agreement made by the Issuer hereunder, the Gehl Parties party hereto hereby covenant and agree that none of them will take any action to pursue any remedy that it may have hereunder against the Issuer, in law, in equity or otherwise, until a year and a day have passed since the date on which the Note issued by the Issuer has been paid in full.

(c) The Issuer and the Gehl Parties party hereto hereby agree that damages will not be an adequate remedy for breach of this covenant and that this covenant may be specifically enforced by the Trustee on behalf of the Note Purchaser.

SECTION 8.13 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.

SECTION 8.14 JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

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SECTION 8.15 WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO TA TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

SECTION 8.16 Process Agent. Each of the Parties hereto agrees that the process by which any proceedings in the State of New York are begun may be served on it by being delivered by certified mail at its address set forth below its signature hereto or at such other address as may be designated by such party in a notice to the other parties. If such person is not or ceases to be effectively appointed to accept service of process on a party’s behalf, such party shall, on the written demand of the process agent, appoint a further person in the State of New York to accept service of process on its behalf and, failing such appointment within 15 days, the process agent shall be entitled to appoint such a person by written notice to the other parties hereto. Nothing in this sub-clause shall affect the right of the process agent to serve process in any other manner permitted by law.

SECTION 8.17 Counterparts. This Agreement may be executed in any number of counterparts (which may include facsimile) and by the 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 instrument.

SECTION 8.18 Waiver of Set-Off. The obligations of the Issuer and the Servicer hereunder are absolute and unconditional and each of the Issuer and the Servicer expressly waives any and all rights of set-off, abatement, diminution or deduction that the Issuer or the Servicer may otherwise at any time have under applicable law.

SECTION 8.19 Servicer References. All references to the Servicer herein shall apply to Gehl, in its capacity as the initial Servicer, and not to a successor Servicer; provided that Section 7.01 and 7.02 shall apply to a successor Servicer.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers and delivered as of the day and year first above written.


	GEHL FUNDING LLC, as Issuer
	By: /s/ Thomas M. Rettler
	Name: Thomas M. Rettler
	Title: Vice President and Chief Financial Officer
	Address: 143 Water Street, West Bend, WI 53095
	Attention: Michael J. Mulcahy, Vice President, Secretary
	and General Counsel
	Telephone: 262-334-6632
	Facsimile: 262-334-6603
	GEHL COMPANY, as Servicer and Originator
	By: /s/ Thomas M. Rettler
	Name: Thomas M. Rettler
	Title: Vice President and Chief Financial Officer
	Address: 143 Water Street, West Bend, WI 53095
	Attention: Michael J. Mulcahy, Vice President, Secretary
	and General Counsel
	Telephone: 262-334-6632
	Facsimile: 262-334-6603

[Signature Page to Note Purchase Agreement]


	UBS REAL ESTATE SECURITIES INC., as
	Note Purchaser
	By: /s/ Shahid Quraishi
	Name: Shahid Quraishi
	Title: Managing Director
	By: /s/ Tamer El-Rayess
	Name: Tamer El-Rayess
	Title: Director
	Address: 1285 Avenue of the Americas
	11th Floor
	New York, New York 10019
	Attention: Tamer El-Rayess
	Telephone: (212) 713-2738
	Facsimile: (212) 713-7999

[Signature Page to Note Purchase Agreement]

-----END PRIVACY-ENHANCED MESSAGE-----

Item 1.01. Entry into a Material Definitive Agreement.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

GEHL COMPANY

SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED LOANAND SECURITY AGREEMENT

RECITALS

AMENDMENT

SIXTEENTH AMENDMENT TO AMENDED AND RESTATED LOANAND SECURITY AGREEMENT

RECITALS

AMENDMENT

[Signature Page to Purchase and Sale Agreement]

TABLE OF CONTENTS

TABLE OF CONTENTS (continued)

TABLE OF CONTENTS

[Signature Page to Sale and Servicing Agreement]

[Signature Page to Sale and Servicing Agreement]

$150,000,000

Variable Funding Notes

INDENTURE

Dated as of February 24, 2005

GEHL FUNDING LLC,

Issuer

UBS REAL ESTATE SECURITIES INC.,

Noteholder

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

Trustee

TABLE OF CONTENTS

Exhibits

[Signature Page to Indenture]

NOTE PURCHASE AGREEMENT

ARTICLE I DEFINITIONS

ARTICLE II PURCHASE AND SALE OF THE NOTE

ARTICLE III INTEREST AND FEES

ARTICLE IV OTHER PAYMENT TERMS

ARTICLE V REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS

ARTICLE VI CONDITIONS

ARTICLE VII COVENANTS

ARTICLE VIII MISCELLANEOUS PROVISIONS

[Signature Page to Note Purchase Agreement]

[Signature Page to Note Purchase Agreement]

SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT

SIXTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT

TABLE OF CONTENTS
(continued)

ARTICLE I
DEFINITIONS

ARTICLE II
PURCHASE AND SALE OF THE NOTE

ARTICLE III
INTEREST AND FEES

ARTICLE IV
OTHER PAYMENT TERMS

ARTICLE V
REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS

ARTICLE VI
CONDITIONS

ARTICLE VII
COVENANTS

ARTICLE VIII
MISCELLANEOUS PROVISIONS