RECEIVABLES PURCHASE
AGREEMENT 



dated as of March 15,
2006 



among 



GEHL FUNDING II, LLC, 
as Seller, 



GEHL COMPANY, 
as Servicer, 



PARK AVENUE RECEIVABLES
COMPANY, LLC, 
as Company, 



THE FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTIES HERETO 
as Financial
Institutions, 



and 



JPMORGAN CHASE BANK,
N.A., 
as Agent 












Table of Contents 






			Page
	
ARTICLE I	PURCHASE ARRANGEMENTS	  1
	         Section 1.1	Purchase Facility	  1
	         Section 1.2	Increases	  2
	         Section 1.3	Decreases	  2
	         Section 1.4	Payment Requirements	  2
	
ARTICLE II	PAYMENTS AND COLLECTIONS	  3
	         Section 2.1	Payments	  3
	         Section 2.2	Collections Prior to Amortization	  3
	         Section 2.3	Collections Following Amortization	  3
	         Section 2.4	Application of Collections	  6
	         Section 2.5	Payment Recision	  6
	         Section 2.6	Maximum Purchaser Interests	  7
	         Section 2.7	Clean Up Call	  7
	
ARTICLE III	COMPANY FUNDING	  7
	         Section 3.1	CP Costs	  7
	         Section 3.2	CP Costs Payments	  7
	         Section 3.3	Calculation of CP Costs	  7
	
ARTICLE IV	FINANCIAL INSTITUTION FUNDING	  7
	         Section 4.1	Financial Institution Funding	  7
	         Section 4.2	Yield Payments	  8
	         Section 4.3	Selection and Continuation of Tranche Periods	  8
	         Section 4.4	Financial Institution Discount Rates	  8
	         Section 4.5	Suspension of the LIBO Rate	  8
	
ARTICLE V	REPRESENTATIONS AND WARRANTIES	  9
	         Section 5.1	Representations and Warranties of Seller	  9
	         Section 5.2	Representations and Warranties of the Servicer	13
	         Section 5.3	Financial Institution Representations and Warranties	15
	
ARTICLE VI	CONDITIONS OF PURCHASES	16
	         Section 6.1	Conditions Precedent to Initial Incremental Purchase	16
	         Section 6.2	Conditions Precedent to All Purchases and Reinvestments	16
	
ARTICLE VII	COVENANTS	17
	         Section 7.1	Affirmative Covenants of Seller and the Servicer	17
	         Section 7.2	Negative Covenants of Seller and the Servicer	25
	
ARTICLE VIII	ADMINISTRATION, COLLECTION AND CUSTODY	27
	         Section 8.1	Designation of Servicer	27
	         Section 8.2	Duties of Servicer	28




i 












	 	 	 
	         Section 8.3	Collection Notices	30
	         Section 8.4	Responsibilities of Seller	30
	         Section 8.5	Reports	30
	         Section 8.6	Servicing Fees	30
	
ARTICLE IX	AMORTIZATION EVENTS	31
	         Section 9.1	Amortization Events	31
	         Section 9.2	Servicer Events of Termination	34
	         Section 9.3	Remedies	35
	
ARTICLE X	INDEMNIFICATION	36
	         Section 10.1	Indemnities by Seller and the Servicer	36
	         Section 10.2	Increased Cost and Reduced Return	40
	         Section 10.3	Other Costs and Expenses	41
	
ARTICLE XI	THE AGENT AND THE COLLATERAL AGENT	41
	         Section 11.1	Authorization and Action	41
	         Section 11.2	Delegation of Duties	42
	         Section 11.3	Exculpatory Provisions	42
	         Section 11.4	Reliance	42
	         Section 11.5	Non-Reliance on Agent and Other Purchasers	42
	         Section 11.6	Reimbursement and Indemnification	43
	         Section 11.7	Agent in its Individual Capacity	43
	         Section 11.8	Successor Agent	43
	
ARTICLE XII	ASSIGNMENTS; PARTICIPATIONS	44
	         Section 12.1	Assignments	44
	         Section 12.2	Participations	45
	         Section 12.3	Terminating Financial Institutions	45
	
ARTICLE XIII	MISCELLANEOUS	46
	         Section 13.1	Waivers and Amendments	46
	         Section 13.2	Notices	47
	         Section 13.3	Ratable Payments	47
	         Section 13.4	Protection of Ownership Interests of the Purchasers	47
	         Section 13.5	Confidentiality	48
	         Section 13.6	Bankruptcy Petition	49
	         Section 13.7	Limitation of Liability	49
	         Section 13.8	CHOICE OF LAW	49
	         Section 13.9	CONSENT TO JURISDICTION	49
	         Section 13.10	WAIVER OF JURY TRIAL	50
	         Section 13.11	Integration; Binding Effect; Survival of Terms	50
	         Section 13.12	Counterparts; Severability; Section References	50
	         Section 13.13	JPMorgan Roles	51
	         Section 13.14	Characterization	51
	         Section 13.15	Limited Recourse	52




ii 









Exhibits and Schedules 



		
	Exhibit I	Definitions
	
Exhibit II	Form of Purchase Notice
	
Exhibit III	Principal Places of Business of Seller and the Servicer; Location(s) of Records; Federal
		Employer Identification Number(s)
	
Exhibit IV	Name of Collection Account Bank; Collection Account
	
 	Name of Lockbox Account Bank; Lockbox Account; Lockbox
	
Exhibit V	Form of Compliance Certificate
	
Exhibit VI	Forms of Dealer Agreements
	
Exhibit VII	Form of Assignment Agreement
	
Exhibit VIII	Credit and Collection Policy
	
Exhibit IX-A	Form of Monthly Report
	
Exhibit IX-B	Form of Weekly Report
	
Exhibit X	Form of Reduction Notice
	
Exhibit XI	Forms of Contracts
	
Schedule A	List of Financial Institutions
	
Schedule B	List of Closing Documents
	
Schedule C	Financial Tests
	
Schedule D	Schedule of Receivables















iii  












GEHL FUNDING II,
LLC
RECEIVABLES PURCHASE AGREEMENT  



        This
Receivables Purchase Agreement dated as of March 15, 2006 is among GEHL FUNDING II, LLC, a
Delaware limited liability company, as Seller (“Seller”), GEHL COMPANY
(“Gehl”), a Wisconsin corporation, as initial Servicer (together with its
permitted successors, the “Servicer”), the entities listed on Schedule
A to this Agreement (together with any of their respective successors and assigns
hereunder, the “Financial Institutions”), PARK AVENUE RECEIVABLES
COMPANY, LLC (“Company” and together with the Financial Institutions, the
“Purchasers”) and JPMORGAN CHASE BANK, N.A., as agent for the Purchasers
hereunder or any successor agent hereunder (together with its successors and assigns
hereunder, the “Agent”). Unless defined elsewhere herein, capitalized
terms used in this Agreement shall have the meanings assigned to such terms in Exhibit
I. 



PRELIMINARY STATEMENTS 



        Seller
desires to transfer and assign Purchaser Interests to the Purchasers from time to time.
Company may, in its absolute and sole discretion, purchase Purchaser Interests from Seller
from time to time. 



        In
the event that Company declines to make any purchase, the Financial Institutions shall,
purchase Purchaser Interests from time to time as provided herein. 



        JPMorgan
Chase Bank, N.A. has been requested and is willing to act as Agent on behalf of Company
and the Financial Institutions in accordance with the terms hereof. 



ARTICLE I  
PURCHASE
ARRANGEMENTS  



        Section
1.1 Purchase Facility.  




        (a)              Upon
the terms and subject to the conditions hereof, Seller may, at its option,           sell
and assign Purchaser Interests to the Agent for the benefit of one or more           of
the Purchasers. In accordance with the terms and conditions set forth herein,
          Company may, at its option, instruct the Agent to purchase on behalf of
Company,           or if Company shall decline to purchase, the Financial Institutions
shall           purchase Purchaser Interests from time to time in an aggregate amount not
to           exceed the Purchase Limit during the period from the date hereof to but not
          including the Facility Termination Date.  




        (b)              Seller
may, upon at least ten (10) Business Days’ notice to the Agent,           terminate
in whole or reduce in part, ratably among the Commitments of the           Financial
Institutions, the unused portion of the Purchase Limit; provided, that each
partial reduction of the Purchase Limit shall be in           an amount equal to
$5,000,000 or an integral multiple thereof.  




1  










        Section
1.2 Increases.  




        Seller
shall provide the Agent with at least two Business Days’ prior notice substantially
in the form set forth as Exhibit II hereto of each Incremental Purchase (a
“Purchase Notice”). Each Incremental Purchase shall be subject to
Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall
specify the requested Purchase Price (which shall be equal to $2,000,000 or an integral
multiple of $100,000 in excess thereof) and date of purchase and, in the case of an
Incremental Purchase to be funded by the Financial Institutions, the requested Discount
Rate and Tranche Period. Seller may request no more than ten (10) Incremental Purchases
during any Accrual Period. Following receipt of a Purchase Notice, the Agent will
determine whether Company agrees to make the proposed Incremental Purchase. If Company
declines to make a proposed Incremental Purchase, subject to the terms and conditions
hereof, the Incremental Purchase of the Purchaser Interest will be made by the Financial
Institutions. On the date of each Incremental Purchase, upon satisfaction of the
applicable conditions precedent set forth in Article VI, Company or the Financial
Institutions, as applicable, shall initiate a wire transfer to an account designated by
Seller of immediately available funds, no later than 12:00 noon (Chicago time), in an
amount equal to (i) in the case of Company, the aggregate Purchase Price of the Purchaser
Interests Company is then purchasing or (ii) in the case of any Financial Institution,
such Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the
Purchaser Interests the Financial Institutions are purchasing. 



        Section
1.3 Decreases. Seller shall provide the Agent with two Business Days’ prior
notice in substantially the form set forth as Exhibit X hereto (a “Reduction
Notice”) of any proposed reduction of Aggregate Capital from Collections. Such
Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”)
upon which any such reduction of Aggregate Capital shall occur, and (ii) the amount of
Aggregate Capital to be reduced which shall be applied ratably to the Purchaser Interests
of the Purchasers in accordance with the amount of Capital owing to the Purchasers (the
“Aggregate Reduction”). Only one (1) Reduction Notice shall be
outstanding at any time. On a Proposed Reduction Date, an amount equal to the lesser of
(i) the amount specified as the Aggregate Reduction in the related Reduction Notice and
(ii) an amount equal to (A) the amount then available in the Collection Account minus (B)
all amounts retained or to be retained therein through the next Settlement Date (Fees)
pursuant to Section 2.2(b) first, shall be distributed by the Servicer from the
Collection Account to the Agent Account in accordance with this Agreement for the benefit
of the Purchasers ratably in accordance with the respective Purchaser Interests. No
Aggregate Reduction will be made following the occurrence of the Amortization Date,
except as specified in Section 2.3 and Section 2.4, without the consent of
the Agent.  




        Section
1.4 Payment Requirements. Except as specified in the second sentence of this Section
1.4, all amounts to be paid or deposited by Seller or Servicer pursuant to any
provision of this Agreement shall be paid or deposited in accordance with the terms
hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately
available funds, and if not received before 11:00 a.m. (Chicago time) shall be deemed to
be received on the next succeeding Business Day. All amounts required to be deposited
into the Lockbox Account or the Collection Account pursuant to any provision of this
Agreement shall be deposited therein in accordance with the terms hereof no later than
5:00 p.m. (Chicago time) on the day when due in immediately available funds, and if not
deposited therein before 5:00 p.m. (Chicago time) shall be deemed to be received on the
next succeeding Business Day. If such amounts are payable to a Purchaser they shall be
paid to the Agent Account until the Seller is otherwise notified by the Agent. All
computations of Yield, per annum fees calculated as part of any CP Costs, per annum fees
hereunder and per annum fees under the Fee Letter shall be made on the basis of a year of
360 days for the actual number of days elapsed. If any amount hereunder shall be payable
on a day which is not a Business Day, such amount shall be payable on the next succeeding
Business Day.  





Page 2 









ARTICLE II  
PAYMENTS
AND COLLECTIONS  



        Section
2.1 Payments. Notwithstanding any limitation on recourse contained in this
Agreement, Seller shall immediately pay to the Agent Account, when due, for the account
of the relevant Persons, (i) such fees as are set forth in the Fee Letter, (ii) all CP
Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed Collections
(which shall be immediately due and payable by Seller and applied to reduce outstanding
Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof),
(v) all amounts required pursuant to Section 2.6, (vi) all amounts payable
pursuant to Article X and audit expenses contemplated under Section 7.1(d),
(vii) all Broken Funding Costs and (viii) all Default Fees (collectively, the “Obligations”).
If Seller fails to pay any of the Obligations when due, Seller agrees to pay, on demand,
the Default Fee in respect thereof until paid. Notwithstanding the foregoing, no
provision of this Agreement or the Fee Letter shall require the payment or permit the
collection of any amounts hereunder in excess of the maximum permitted by applicable law.
If at any time Seller receives any Collections or is deemed to receive any Deemed
Collections, Seller shall immediately pay such Collections or Deemed Collections to the
Servicer for application in accordance with the terms and conditions hereof and, at all
times prior to such payment, such Collections or Deemed Collections shall be held in
trust by Seller for the exclusive benefit of the Purchasers, the Agent and the Hedge
Provider.  




        Section
2.2 Collections Prior to Amortization.  




        (a)     General.
Prior to the Amortization Date, and provided that no Provisional           Amortization
Period shall then be in effect, any Collections received by the           Servicer shall
be promptly, but in any event within one Business Day (or in the           case of
mechanical or software issues that are beyond the control of the           Servicer,
within two Business Days) after receipt thereof, deposited in the           Lockbox
Account or the Collection Account, as applicable, and shall be held in           trust
prior to such deposit for the payment of any accrued and unpaid Aggregate
          Unpaids, for a reduction in Capital or for a Reinvestment in accordance with
the           terms of this Section 2.2.  




        (b)     Settlement
Dates (Capital). On each Settlement Date (Capital), from the           amounts then
available in the Collection Account, the Servicer shall set aside:  




	 	        first,
an amount equal to the Minimum Incremental Reserve Amount as of such Settlement Date
(Capital) which Minimum Incremental Reserve Amount for such Settlement Date (Capital)
(together with any other Minimum Incremental Reserve Amounts previously set aside in the
Collection Account and not yet distributed to reduce amounts owing hereunder or under the
Fee Letter in accordance with the terms hereof) shall be retained in the Collection
Account to reduce any outstanding Obligations until the next Settlement Date (Fees) or
any earlier date on which any outstanding Obligations are required to be paid in
accordance with the terms of this Agreement or the Fee Letter,  








Page 3  









	 	        second,
an amount equal to the Termination Percentage (defined in (d) below) of the Collections
received by the Servicer during the immediately preceding Accrual Period evidenced by the
Purchaser Interests of each Terminating Financial Institution, which amount shall be
distributed on such Settlement Date (Capital) to the Agent for the benefit of such
Terminating Financial Institutions for application to a reduction in the Capital of such
Purchaser Interests ratably in accordance with to their respective Termination
Percentage,  







	 	        third,
an amount equal to any Obligation then due in accordance with Section 2.6, which
amount shall be then distributed on such Settlement Date (Capital) to the Agent for the
benefit of the Purchasers (other than the Non-Renewing Financial Institutions) for
application to a reduction in the Capital of the Purchaser Interests then held by such
Purchasers, ratably in accordance with their respective Purchaser Interests,  







	 	        fourth,
with respect to the balance, Seller hereby requests and the Purchasers (other than any
Terminating Financial Institutions) hereby agree to make, on such Settlement Date
(Capital), a reinvestment (each a “Reinvestment”) therewith to the
extent and such that after giving effect to such Reinvestment (but before giving effect
to any Incremental Purchase made on such Settlement Date (Capital) and subject to Sections
1.3 and 2.6 hereof), the amount of Capital of the Purchaser Interests of such
Purchasers shall be equal to the amount of Capital immediately prior to such
Reinvestment, and such amount so reinvested shall be distributed to Seller, and  







	 	        fifth,
an amount equal to the balance, if any, which amount shall be distributed to Seller.  







        (c)    Settlement
Dates (Fees). On each Settlement Date (Fees), the Servicer           shall distribute
to the Persons described below, from the amounts set aside as           of the
immediately preceding Settlement Date (Capital) or from amounts otherwise           then
available in the Collection Account, the applicable amounts described below           to
the extent not previously paid in accordance with Section 2.1 or in
          accordance with the Hedge Agreement:  




	 	        first,
to the Hedge Provider in respect of accrued and unpaid Hedge Provider Scheduled Payments
(after giving effect to any netting provisions of the Hedge Agreement),  







	 	        second,
to the Agent for application to all accrued and unpaid CP Costs, Yield, Default Fees,
amounts payable under the Fee Letter, amounts required to be paid pursuant to Section
2.6  and Broken Funding Costs,  







	 	        third,
to the Servicer, for application to all accrued and unpaid Servicing Fees;  







Page 4 










	 	        fourth,
to the Hedge Provider, for application to any Hedge Breakage Costs, if any, due and
payable to the Hedge Provider pursuant to the Hedge Agreement, and  







	 	        fifth,
to the Agent and Hedge Provider, for application to the payment of all other outstanding
Obligations (but not including, for the avoidance of doubt, Capital) and Hedge
Indemnities.  







        (d)    Terminating
Financial Institutions. Each Terminating Financial           Institution shall be
allocated a ratable portion of Collections pursuant to clause second of Section
2.2(b) above from the date of the           termination of its Commitment hereunder
(the “Termination           Date”) until such Terminating Financing
Institution’s Capital           shall be reduced to zero. This ratable portion shall
be calculated on the           Termination Date of each Terminating Financial Institution
as a percentage equal           to (i) Capital of such Terminating Financial Institution
outstanding on its           Termination Date, dividedby (ii) the Aggregate
Capital           outstanding on such Termination Date (the “Termination
          Percentage”). Each Terminating Financial Institution’s
Termination           Percentage shall remain constant prior to the Amortization Date. On
and after           the Amortization Date, each Termination Percentage shall be
disregarded, and           each Terminating Financial Institution’s Capital shall be
reduced ratably           with all Purchasers in accordance with Section 2.3 and
2.4.  




        Section
2.3 Collections During Amortization.  




        (a)    General.
From and after the Amortization Date, and during any Provisional           Amortization
Period, any Collections received by the Seller or the Servicer           shall be
promptly, but in any event within one Business Day (or in the case of
          mechanical or software issues that are beyond the control of the Seller or the
          Servicer, within two Business Days) after receipt thereof, deposited in the
          Lockbox Account, or in the case of remittances containing only Collections, in
          the Collection Account, and shall be held in trust prior to such deposit for
the           payment of any accrued and unpaid Aggregate Unpaids or for a reduction in
          Capital in accordance with the terms of this Section 2.3 and Section
          2.4. On the first Business Day immediately following the last day of a
          Provisional Amortization Period, unless the Amortization Date shall have
          occurred, Collections then held in accordance with this Section 2.3 and
          that have not been applied to the Aggregate Unpaids prior to such date shall be
          made available for Reinvestment in accordance with Section 2.2.  




        (b)    Distributions.
From and after the Amortization Date, and during any           Provisional Amortization
Period, until the Aggregate Unpaids shall have been           indefeasibly reduced to
zero, all Collections deposited in the Collection           Account, and any additional
amounts remitted to the Collection Account for the           payment of any accrued and
unpaid Obligations, shall be released from the           Collection Account solely on the
instructions of the Agent. The Servicer shall,           at any time upon the
instructions from time to time by (or pursuant to standing           instructions from)
the Agent remit to the Agent Account or to such other account           as the Agent may
direct all of the amounts (or any specified portion thereof)           then held in the
Collection for application in accordance with Section           2.4 to a reduction
of the Capital associated with each such Purchaser           Interest, any other
Aggregate Unpaids and amounts due under the Hedge Agreement           (unless, in the
case of any Provisional Amortization Period, the application           hereunder would
result in Seller being liable for Broken Funding Costs or Hedge           Breakage
Costs).  





Page 5 









        Section
2.4 Application of Collections During Amortization. From and after the
Amortization Date, on the instructions of the Agent, the Servicer shall distribute funds
on deposit in the Collection Account in the following amounts in the following order, to
the extent of such available funds:  




	 	        first,
to the payment of all Hedge Provider Scheduled Payments, if any, due to the Hedge
Provider pursuant to the Hedge Agreement on such date (after giving effect to any netting
provisions of the Hedge Agreement);  







	 	        second,
to the reimbursement of the Agent’s and the Purchasers’ costs of collection and
enforcement of this Agreement and the other Transaction Documents;  







	 	        third,
to the payment of all accrued and unpaid Yield, CP Costs, Broken Funding Costs, fees
payable pursuant to the Fee Letter and Default Fees;  







	 	        fourth,
unless a Servicer Event of Termination has occurred and is continuing, to the payment of
all accrued and unpaid Servicing Fees;  







	 	        fifth,
(to the extent applicable) to the ratable reduction of the Aggregate Capital of all of
the Purchasers (without regard to any Termination Percentage);  







	 	        sixth,
to the payment of the Hedge Breakage Costs, if any, due and payable to the Hedge Provider
pursuant to the Hedge Agreement on such date;  







	 	        seventh,
for the ratable payment of all other unpaid Aggregate Unpaids’ and  







	 	        eighth,
after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.  







        Collections
applied to the payment of Aggregate Unpaids and the Servicing Fee shall be distributed in
accordance with the aforementioned provisions, and, giving effect to each of the
priorities set forth in Section 2.4 above, shall be shared ratably (within each
priority) among the Agent, the Hedge Provider, the Purchasers and the Servicer, as
applicable, in accordance with the amount of such Aggregate Unpaids owing to each of them
in respect of each such priority. 



        Section
2.5 Payment Recision. No payment of any of the Aggregate Unpaids shall be
considered paid or applied hereunder to the extent that, at any time, all or any portion
of such payment or application is rescinded by application of law or judicial authority,
or must otherwise be returned or refunded for any reason. Seller shall remain obligated
for the amount of any payment or application so rescinded, returned or refunded, and
shall promptly pay to the Agent (for application to the Person or Persons who suffered
such recision, return or refund) the full amount thereof, plus the Default Fee from the
date of any such recision, return or refunding.  




Page 6 











        Section
2.6 Maximum Purchaser Interests. Seller shall ensure that the Purchaser Interests
of the Purchasers shall at no time exceed 100% in the aggregate. If the aggregate of the
Purchaser Interests of the Purchasers exceeds 100%, Seller shall pay to the Agent within
one (1) Business Day an amount to be applied to reduce the Aggregate Capital (as
allocated among the Purchasers by the Agent), such that after giving effect to such
payment the Purchaser Interests of all of the Purchasers equals or is less than 100% in
the aggregate.  




        Section
2.7 Clean Up Call. In addition to Seller’s rights pursuant to Section 1.3,
Seller shall have the right (after providing two Business Days’ written notice to
the Agent), at any time following the reduction of the Aggregate Capital to a level that
is less than 10.0% of the Purchase Limit as of the date hereof, to repurchase from the
Purchasers all, but not less than all, of the then outstanding Purchaser Interests. The
purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids
through the date of such repurchase, payable in immediately available funds. Such
repurchase shall be without representation, warranty or recourse of any kind by, on the
part of, or against any Purchaser or the Agent.  




ARTICLE III  
COMPANY
FUNDING  



        Section
3.1 CP Costs. Seller shall pay CP Costs with respect to the Capital associated
with each Purchaser Interest of Company for each day that any Capital in respect of such
Purchaser Interest is outstanding. Each Purchaser Interest funded by Company
substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata
basis, based upon the percentage share the Capital in respect of such Purchaser Interest
represents in relation to all assets held by Company and funded substantially with Pooled
Commercial Paper.  




        Section
3.2 CP Costs Payments. On each Settlement Date (Fees), Seller shall pay to the
Agent (for the benefit of Company) an aggregate amount equal to all accrued and unpaid CP
Costs in respect of the Capital associated with all Purchaser Interests of Company for
the immediately preceding Accrual Period in accordance with Article II.  




        Section
3.3 Calculation of CP Costs. On the third Business Day of each calendar month,
Company shall calculate the aggregate amount of CP Costs for the applicable Accrual
Period ending on the last day of the immediately preceding calendar month and shall
notify Seller of such aggregate amount.  




ARTICLE IV  
FINANCIAL
INSTITUTION FUNDING  



        Section
4.1 Financial Institution Funding. Each Purchaser Interest of the Financial
Institutions shall accrue Yield for each day during its Tranche Period at either the LIBO
Rate or the Prime Rate in accordance with the terms and conditions hereof. Until Seller
gives notice to the Agent of another Discount Rate in accordance with Section 4.4,
the initial Discount Rate for any Purchaser Interest transferred to any Funding Source
pursuant to a Liquidity Agreement shall be the Prime Rate with a Tranche Period
commencing on the date of such assignment.  




Page 7 










        Section
4.2 Yield Payments. On the last day of each Tranche Period or, if the Agent
elects, on each Settlement Date (Fees) for each Purchaser Interest of the Financial
Institutions, Seller shall pay to the Agent (for the benefit of the Financial
Institutions) an aggregate amount equal to the accrued and unpaid Yield for the entire
Tranche Period of each such Purchaser Interest then ended (or most recently ended, as
applicable) in accordance with Article II.  




        Section
4.3       Selection and Continuation of Tranche Periods. 




        (a)              With
consultation from (and approval by) the Agent, Seller shall from time to           time
request Tranche Periods for the Purchaser Interests of the Financial
          Institutions; provided, that, if at any time the Financial Institutions
          shall have a Purchaser Interest, Seller shall always request Tranche Periods
          such that at least one Tranche Period shall end on each Settlement Date (Fees).  




        (b)              Seller
or the Agent, upon notice to and consent by the other received at least           three
(3) Business Days prior to the end of a Tranche Period (the           “Terminating
Tranche”) for any Purchaser Interest, may,           effective on the last day
of the Terminating Tranche: (i) divide any such           Purchaser Interest into
multiple Purchaser Interests, (ii) combine any such           Purchaser Interest with one
or more other Purchaser Interests that have a           Terminating Tranche ending on the
same day as such Terminating Tranche or (iii)           combine any such Purchaser
Interest with a new Purchaser Interests to be           purchased on the day such
Terminating Tranche ends; provided, that, in no event           may a Purchaser Interest
of Company be combined with a Purchaser Interest of the           Financial Institutions.  




        Section
4.4 Financial Institution Discount Rates. Seller may select the LIBO Rate or the
Prime Rate for each Purchaser Interest of the Financial Institutions. Seller shall by
11:00 a.m. (Chicago time) (i) at least three (3) Business Days prior to the expiration of
any Terminating Tranche with respect to which the LIBO Rate is being requested as a new
Discount Rate and (ii) at least one (1) Business Day prior to the expiration of any
Terminating Tranche with respect to which the Prime Rate is being requested as a new
Discount Rate, give the Agent irrevocable notice of the new Discount Rate for the
Purchaser Interest associated with such Terminating Tranche. Subject to the terms and
conditions hereof, the election of Seller under this Section 4.4 may be by a
standing instruction. Unless and until Seller gives notice to the Agent of another
Discount Rate, the initial Discount Rate for any Purchaser Interest transferred to any
Funding Source pursuant to any Liquidity Agreement shall be the Prime Rate.  




        Section
4.5 Suspension of the LIBO Rate. If any Financial Institution or Funding Source
notifies the Agent that it has determined that funding its Pro Rata Share of the
Purchaser Interests (or, in the case of a Funding Source, the purchase thereof under the
applicable Liquidity Agreement) of the Financial Institutions at a LIBO Rate would
violate any applicable law, rule, regulation, or directive of any governmental or
regulatory authority, whether or not having the force of law, or that (i) deposits of a
type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are
not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or
maintaining a Purchaser Interest at such LIBO Rate, then the Agent shall suspend the
availability of such LIBO Rate and require Seller to select the Prime Rate for any
Purchaser Interest accruing Yield at such LIBO Rate.  





Page 8 









ARTICLE V
 
REPRESENTATIONS AND WARRANTIES  



        Section
5.1 Representations and Warranties of Seller. Seller hereby represents and
warrants to the Agent and the Purchasers as of the date hereof and as of the date of each
Incremental Purchase and the date of each Reinvestment that:  




        (a)    Corporate
Existence and Power. Seller is a limited liability company duly           organized,
validly existing and in good standing under the laws of the State of           Delaware.
Seller is organized solely under the law of the State of Delaware.           Seller is
duly qualified to do business and is in good standing as a foreign           corporation,
and has and holds all limited liability company power and all           governmental
licenses, authorizations, consents and approvals required to carry           on its
business in each jurisdiction in which its business is conducted.  




        (b)    Power
and Authority; Due Authorization, Execution and Delivery. The           execution and
delivery by Seller of this Agreement and each other Transaction           Document to
which it is a party, the performance of its obligations hereunder           and
thereunder and Seller’s use of the proceeds of purchases made           hereunder,
are within its limited liability company powers and authority and           have been
duly authorized by all necessary limited liability company action on           its part.
This Agreement and each other Transaction Document to which Seller is           a party
have been duly executed and delivered by Seller.  




        (c)    No
Conflict. The execution and delivery by Seller of this Agreement and           each
other Transaction Document to which it is a party and the performance of           its
obligations hereunder and thereunder do not contravene or violate (i) its
          certificate of formation or operating agreement, (ii) any law, rule or
          regulation applicable to it, (iii) any restrictions under any agreement,
          contract or instrument to which it is a party or by which it or any of its
          property is bound, or (iv) any order, writ, judgment, award, injunction or
          decree binding on or affecting it or its property, and do not result in the
          creation or imposition of any Adverse Claim on assets of Seller (except as
          created hereunder and under the other Transaction Documents); and no
transaction           contemplated hereby requires compliance with any bulk sales act or
similar law.  




        (d)    Governmental
Authorization. Other than the filing of the financing           statements
contemplated hereunder and under the Sale Agreements, no           authorization or
approval or other action by, and no notice to or filing with,           any governmental
authority or regulatory body is required for the due execution           and delivery by
Seller of this Agreement and each other Transaction Document to           which it is a
party and the performance of its obligations hereunder and           thereunder.  




        (e)    Actions,
Suits. There are no actions, suits or proceedings pending, or to           the best
of Seller’s knowledge, threatened, against or affecting Seller, or           any of
its properties, in or before any court, arbitrator or other body. Seller           is not
in default with respect to any order of any court, arbitrator or           governmental
body.  




Page 9 










        (f)    Binding
Effect. This Agreement and each other Transaction Document to           which Seller
is a party constitute the legal, valid and binding obligations of           Seller
enforceable against Seller in accordance with their respective terms,           except as
such enforcement may be limited by applicable bankruptcy, insolvency,
          reorganization or other similar laws relating to or limiting creditors’          rights
generally and by general principles of equity (regardless of whether
          enforcement is sought in a proceeding in equity or at law).  




        (g)    Accuracy
of Information. All information heretofore furnished by Seller           or any of
its Affiliates to the Agent or the Purchasers for purposes of or in           connection
with this Agreement, any of the other Transaction Documents or any           transaction
contemplated hereby or thereby is, and all such information           hereafter furnished
by Seller or any of its Affiliates to the Agent or the           Purchasers will be, true
and accurate in every material respect on the date such           information is stated
or certified and does not and will not contain any           material misstatement of
fact or omit to state a material fact or any fact           necessary to make the
statements contained therein not misleading.  




        (h)    Places
of Business and Locations of Records. The principal places of           business and
chief executive office of Seller and the offices where it keeps all           of its
Records are located at the address listed on Exhibit III.  




        (i)    Collections.
The requirements set forth in Section 7.1(j) and Section 8.2 have at all
times been satisfied and duly performed. The name           and address of the Collection
Account Bank, together with the account number of           the Collection Account, are
listed on Exhibit IV. The name and address of           the Lockbox Account Bank,
together with the account number of the Lockbox           Account and the post office box
number of the related Lockbox, are listed on Exhibit IV. Seller has not granted
any Person, other than (i) the Agent           (in the case of the Collection Account) as
contemplated by this Agreement and           (ii) the Collateral Agent (in the case of
the Lockbox and the Lockbox Account)           as contemplated by the Intercreditor
Agreement, control (within the meaning of           Section 9-104 of the applicable UCC)
of the Lockbox, the Lockbox Account or the           Collection Account, or the right to
take control (within the meaning of Section           9-104 of the applicable UCC) of the
Lockbox, the Lockbox Account or the           Collection Account at a future time or upon
the occurrence of a future event.           The Intercreditor Agreement remains in full
force and effect.  




        (j)    Material
Adverse Effect. Seller represents and warrants that since its           formation, no
event has occurred that would have a material adverse effect on           (i) the
financial condition or operations of Seller or (ii) the ability of           Seller to
perform its obligations under the Transaction Documents. Since           February 2,
2006, no event has occurred that would have a material adverse           effect on the
collectibility of the Pool Receivables generally or any material           portion of the
Pool Receivables.  




        (k)    Compliance
with Law. Seller has complied in all respects with all           applicable laws,
rules, regulations, orders, writs, judgments, injunctions,           decrees or awards to
which it may be subject. Each Pool Receivable, together           with the Contract
related thereto, does not contravene any laws, rules or           regulations applicable
thereto (including, without limitation,           laws, rules and
regulations relating to truth in lending, fair credit billing,           fair credit
reporting, equal credit opportunity, fair debt collection practices           and
privacy), and no part of such Contract is in violation of any such law, rule           or
regulation.  





Page 10 









        (l)    Compliance
with Credit and Collection Policy. Seller has complied in all           material
respects with the Credit and Collection Policy with regard to each Pool
          Receivable and the related Contract, and has not made any material change to
          such Credit and Collection Policy, except such material change as to which the
          Agent has been notified in accordance with Section 7.1(a)(vii) and
which,           if applicable, has been approved by the Agent.  




        (m)    Eligible
Receivables. Each Receivable included in the calculation of the           Net
Receivables Balance as an Eligible Receivable was an Eligible Receivable on           the
date of its purchase under the Receivables Purchase and Sale Agreement or           the
Receivables Sale and Assignment Agreement.  




        (n)    Use
of Proceeds. No proceeds of any purchase hereunder will be used (i)           for a
purpose that violates, or would be inconsistent with, Regulation T, U or X
          promulgated by the Board of Governors of the Federal Reserve System from time
to           time or (ii) to acquire any security in any transaction which is subject to
          Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.  




        (o)    Good
Title. Immediately prior to each Incremental Purchase and           Reinvestment
hereunder, Seller shall be the legal and beneficial owner of the           Pool
Receivables and Related Security with respect thereto, free and clear of           any
Adverse Claim, except as created by the Transaction Documents. There have           been
duly filed all financing statements or other similar instruments or           documents
necessary under the UCC (or any comparable law) of all appropriate
          jurisdictions to perfect Seller’s ownership interest in each Pool
          Receivable, its Collections and the Related Security.  




        (p)    Perfection.
This Agreement, together with the filing of the financing           statements
contemplated hereby, is effective to, and shall, upon each purchase           hereunder,
transfer to the Agent for the benefit of the Hedge Provider and the           relevant
Purchaser or Purchasers (and the Agent for the benefit of the Hedge           Provider
and such Purchaser or Purchasers shall acquire from Seller) a valid and
          perfected first priority undivided percentage ownership interest or a valid and
          perfected first priority security interest in each Pool Receivable existing or
          hereafter arising and in the Related Security and Collections with respect
          thereto, free and clear of any Adverse Claim, except as created by the
          Transactions Documents. There have been duly filed all financing statements or
          other similar instruments or documents necessary under the UCC (or any
          comparable law) of all appropriate jurisdictions to perfect the Agent’s
(on           behalf of the Purchasers and the Hedge Provider) ownership or security
interest           in the Pool Receivables, the Related Security and the Collections.  




        (q)    Names.
Seller has not used any corporate names, trade names or assumed           names other
than the name in which it has executed this Agreement.  




Page 11 










        (r)    Payments
to Transferor, Existing Owner and other Assignors. With respect           to each
Receivable transferred (i) to Seller under the Receivables Purchase and           Sale
Agreement, Seller has given reasonably equivalent value to Transferor in
          consideration therefor, (ii) to Seller under the Receivables Sale and
Assignment           Agreement, (A) Seller has given reasonably equivalent value to the
Existing           Owner in consideration therefor and (B) the Existing Owner has given
the           previous owner of each Receivable transferred to Seller pursuant to the
          Receivables Sale and Assignment Agreement reasonably equivalent value therefor
          and (iii) to Transferor under the Receivables Sale Agreement, Transferor has
          given reasonably equivalent value to the Originator in consideration therefor
          and, in each case, such transfer was not made for or on account of an
antecedent           debt. No transfer by Originator, Transferor or the Existing Owner of
any           Receivable under any Sale Agreement is or may be voidable under any section
of           the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et
          seq.), as amended.  




        (s)    Ownership
of Seller and Transferor. Gehl, directly or indirectly, owns           100% of the
membership interests in Seller and Transferor, free and clear of any           Adverse
Claim. Such membership interests is validly issued, fully paid and
          nonassessable, and there are no options, warrants or other rights to acquire
          securities of Seller or Transferor.  




        (t)    Not
an Investment Company. None of the Existing Owner, the Transferor or           the
Seller is an “investment company” within the meaning of the
          Investment Company Act of 1940, as amended, or any successor statute.  




        (u)    Net
Receivables Balance. Seller has determined that, immediately after           giving
effect to each Incremental Purchase and Reinvestment hereunder, the Net
          Receivables Balance is at least equal to the sum of (i) the Aggregate Capital,
          plus (ii) the Enhancement Amount.  




        (v)    Federal
Employee Identification Number. Seller’s Federal Employer
          Identification Number is correctly set forth on Exhibit III.  




        (w)    Enforceability
of Contracts. Each Contract with respect to each Pool           Receivable is
effective to create, and has created, (i) a legal, valid and           binding obligation
of the related Obligor to pay the Outstanding Balance of the           Pool Receivable
created thereunder and any Finance Charges related thereto and           (ii) a legal,
valid and enforceable first-priority perfected security interest           in the
Financed Equipment related thereto, in each case, enforceable against the
          Obligor in accordance with its terms, except as such enforcement may be limited
          by applicable bankruptcy, insolvency, reorganization or other similar laws
          relating to or limiting creditors’ rights generally and by general
          principles of equity (regardless of whether enforcement is sought in a
          proceeding in equity or at law).  




        (x)    No
Adverse Selection. No selection procedures adverse to Seller,           Transferor,
the Agent or the Purchasers, as applicable, or any of their           respective assigns
have been employed in selecting the Receivables transferred           pursuant to the
Sale Agreements.  




        (y)    No
Breach. The execution and delivery by Seller of this Agreement and           each
other Transaction Document to which it is a party, and the performance of           its
obligations hereunder and thereunder do not contravene or violate the terms           of
the Credit Agreement (including, without limitation, the terms of Section 8.7
          thereof). The transactions contemplated by this Agreement and each of the other
          Transaction Documents constitute a “Qualified Securitization
          Transaction.” 




Page 12 











        Section
5.2 Representations and Warranties of the Servicer. Servicer hereby represents and
warrants to the Agent and the Purchasers as of the date hereof and as of the date of each
Incremental Purchase and the date of each Reinvestment that:  




        (a)    Corporate
Existence and Power. Servicer is a corporation duly organized,           validly
existing and in good standing under the laws of the State of Wisconsin.
          Servicer is organized solely under the laws of the State of Wisconsin. Servicer
          is duly qualified to do business and is in good standing as a foreign
          corporation, and has and holds all corporate power and all governmental
          licenses, authorizations, consents and approvals required to carry on its
          business in each jurisdiction in which its business is conducted, except where
          the failure to qualify to do business or obtain such corporate power and all
          governmental licenses, authorizations, consents and approvals could not
          reasonably be expected to have a Material Adverse Effect.  




        (b)    Power
and Authority; Due Authorization, Execution and Delivery. The           execution and
delivery by Servicer of this Agreement and each other Transaction           Document to
which it is a party, and the performance of its obligations           hereunder and
thereunder are within its corporate powers and have been duly           authorized by all
necessary corporate action on its part. This Agreement and           each other
Transaction Document to which Servicer is a party has been duly           executed and
delivered by Servicer.  




        (c)    No
Conflict. The execution and delivery by Servicer of this Agreement and           each
other Transaction Document to which it is a party, and the performance of           its
obligations hereunder and thereunder do not contravene or violate (i) its
          certificate or articles of incorporation or by-laws, (ii) any law, rule or
          regulation applicable to it, (iii) any restrictions under any indenture, credit
          agreement or financing agreement or any other material agreement, contract or
          instrument to which it is a party or by which it or any of its property is
          bound, or (iv) any order, writ, judgment, award, injunction or decree binding
on           or affecting it or its property, and do not result in the creation or
imposition           of any Adverse Claim on assets of Servicer or its Subsidiaries
(except as           contemplated under the Transaction Documents); and no transaction
contemplated           hereby requires compliance with any bulk sales act or similar law.  




        (d)    Governmental
Authorization. No authorization or approval or other action           by, and no
notice to or filing with, any governmental authority or regulatory           body is
required for the due execution and delivery by Servicer of this           Agreement and
each other Transaction Document to which it is a party and the           performance of
its obligations hereunder and thereunder.  




        (e)    Actions,
Suits. There are no actions, suits or proceedings pending, or to           the best
of Servicer’s knowledge, threatened, against or affecting           Servicer, or any
of its properties, in or before any court, arbitrator or other           body, that could
reasonably be expected to have a Material Adverse Effect.           Servicer is not in
default with respect to any order of any court, arbitrator or           governmental
body.  





Page 13 










        (f)    Binding
Effect. This Agreement and each other Transaction Document to           which
Servicer is a party constitute the legal, valid and binding obligations of
          Servicer enforceable against Servicer in accordance with their respective
terms,           except as such enforcement may be limited by applicable bankruptcy,
insolvency,           reorganization or other similar laws relating to or limiting
creditors’          rights generally and by general principles of equity (regardless
of whether           enforcement is sought in a proceeding in equity or at law).  




        (g)    Accuracy
of Information. All information heretofore furnished by Servicer           or any of
its Subsidiaries to the Agent or the Purchasers for purposes of or in
          connection with this Agreement, any of the other Transaction Documents or any
          transaction contemplated hereby or thereby is, and all such information
          hereafter furnished by Servicer or any of its Subsidiaries to the Agent or the
          Purchasers will be, true and accurate in every material respect on the date
such           information is stated or certified and does not and will not contain any
          material misstatement of fact or omit to state a material fact or any fact
          necessary to make the statements contained therein not misleading.  




        (h)    Places
of Business and Locations of Records. The principal places of           business and
chief executive office of Servicer and the offices where it keeps           all of its
Records are located at the address listed on Exhibit III.  




        (i)    Collections.
The requirements set forth in Section 7.1(j) and Section 8.2 have at all
times been satisfied and duly performed. The name           and address of the Collection
Account Bank, together with the account number of           the Collection Account, are
listed on Exhibit IV. The name and address of           the Lockbox Account Bank,
together with the account number of the Lockbox           Account and the post office box
number of the related Lockbox, are listed on Exhibit IV. Servicer has not granted
any Person, other than the           Collateral Agent (in the case of the Lockbox and the
Lockbox Account) as           contemplated by the Intercreditor Agreement, control
(within the meaning of           Section 9-104 of the applicable UCC) of the Lockbox, the
Lockbox Account or the           Collection Account, or the right to take control (within
the meaning of Section           9-104 of the applicable UCC) of the Lockbox, the Lockbox
Account or the           Collection Account at a future time or upon the occurrence of a
future event.           The Intercreditor Agreement remains in full force and effect.  




        (j)    Material
Adverse Effect. Since December 31, 2004 or as disclosed in           Securities and
Exchange Commission filings made prior to the date hereof, no           event has
occurred that would have a material adverse effect on the financial           condition
or operations of the Servicer or any of its Subsidiaries or the           ability of the
Servicer to perform its obligations under this Agreement.  




        (k)    Compliance
with Law. Servicer has complied in all respects with all           applicable laws,
rules, regulations, orders, writs, judgments, injunctions,           decrees or awards to
which it may be subject, except, where the failure to so           comply could not
reasonably be expected to have a Material Adverse Effect.  




        (l)    Compliance
with Credit and Collection Policy. Servicer has complied in           all material
respects with the Credit and Collection Policy with regard to each           Pool
Receivable and the related Contract, and has not made any material change           to
such Credit and Collection Policy, except such material change as to which           the
Agent has been notified in accordance with Section 7.1(a)(vii) and
          which, if applicable, has been approved by the Agent.  





Page 14 









        (m)    Eligible
Receivables. Each Pool Receivable included in the calculation of           the Net
Receivables Balance as an Eligible Receivable was an Eligible Receivable           on the
date of its purchase under the Receivables Purchase and Sale Agreement or           the
Receivables Sale and Assignment Agreement.  




        (n)    No
Breach. The execution and delivery by Servicer of this Agreement and           each
other Transaction Document to which it is a party, and the performance of           its
obligations hereunder and thereunder do not contravene or violate the terms           of
the Credit Agreement (including, without limitation, the terms of Section 8.7
          thereof). The transactions contemplated by this Agreement and each of the other
          Transaction Documents constitute a “Qualified Securitization
          Transaction.” 




        Section
5.3 Financial Institution Representations and Warranties. Each Financial
Institution hereby represents and warrants to the Agent and Company that:  




        (a)    Existence
and Power. Such Financial Institution is a corporation or a           banking
association duly organized, validly existing and in good standing under           the
laws of its jurisdiction of incorporation or organization, and has all
          corporate or banking association power to perform its obligations hereunder.  




        (b)    No
Conflict. The execution and delivery by such Financial Institution of           this
Agreement and the performance of its obligations hereunder are within its
          corporate or banking association powers, have been duly authorized by all
          necessary corporate or banking association action, do not contravene or violate
          (i) its certificate or articles of incorporation or association or by-laws (or
          equivalent thereof), (ii) any law, rule or regulation applicable to it, (iii)
          any restrictions under any agreement, contract or instrument to which it is a
          party or any of its property is bound, or (iv) any order, writ, judgment,
award,           injunction or decree binding on or affecting it or its property, and do
not           result in the creation or imposition of any Adverse Claim on its assets.
This           Agreement has been duly authorized, executed and delivered by such
Financial           Institution.  




        (c)    Governmental
Authorization. No authorization or approval or other action           by, and no
notice to or filing with, any governmental authority or regulatory           body is
required for the due execution and delivery by such Financial           Institution of
this Agreement and the performance of its obligations hereunder.  




        (d)    Binding
Effect. This Agreement constitutes the legal, valid and binding           obligation
of such Financial Institution enforceable against such Financial           Institution in
accordance with its terms, except as such enforcement may be           limited by
applicable bankruptcy, insolvency, reorganization or other similar           laws
relating to or limiting creditors’ rights generally and by general
          principles of equity (regardless of whether such enforcement is sought in a
          proceeding in equity or at law).  





Page 15 









ARTICLE VI  
CONDITIONS
OF PURCHASES  



        Section
6.1       
Conditions Precedent to Initial Incremental Purchase. 




        (a)              The
effectiveness of this Agreement is subject to the conditions precedent that           (i)
the Agent shall have received those documents listed on Schedule B          (excluding
the opinion letters described on Schedule B) and (ii) the           Agent shall
have received all fees and expenses required to be paid on such date           pursuant
to the terms of this Agreement and the Fee Letter.  




        (b)              The
initial Incremental Purchase of a Purchaser Interest under this Agreement is
          subject to the conditions precedent that (i) each of the conditions precedent
to           the effectiveness of this Agreement set forth in paragraph (a) above shall
have           been satisfied and (ii) the Agent shall have received each of the opinion
          letters listed on Schedule B hereto in form and substance reasonably
          acceptable to the Agent and its counsel.  




        Section
6.2 Conditions Precedent to All Purchases and Reinvestments. Each Incremental
Purchase of a Purchaser Interest and each Reinvestment shall be subject to the further
conditions precedent that (a) in the case of each such Incremental Purchase or
Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date
of such Incremental Purchase, in form and substance reasonably satisfactory to the Agent,
all Monthly Reports and Weekly Reports then due under Section 8.5 and (ii) upon
the Agent’s request, the Servicer shall have delivered to the Agent at least two (2)
days prior to such Incremental Purchase or Reinvestment an updated Schedule of
Receivables and an interim Weekly Report showing the amount of Eligible Receivables; (b)
the Facility Termination Date shall not have occurred; (c) the Agent shall have received
such other approvals, opinions or documents as it may reasonably request and (d) on the
date of each such Incremental Purchase or Reinvestment, the following statements shall be
true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall
be deemed a representation and warranty by Seller that such statements (other than those
set forth in (iv) below) are then true):  




        (i)              the
representations and warranties set forth in Sections 5.1 and 5.2 are true
and correct on and as of the date of such Incremental           Purchase or Reinvestment
as though made on and as of such date;  




        (ii)              no
event has occurred and is continuing, or would result from such Incremental
          Purchase or Reinvestment, that will constitute an Amortization Event, and no
          event has occurred and is continuing, or would result from such Incremental
          Purchase or Reinvestment, that would constitute a Potential Amortization Event;  




        (iii)              the
Aggregate Capital does not exceed the Purchase Limit and the aggregate
          Purchaser Interests do not exceed 100%;  




        (iv)              if
such Incremental Purchase or Reinvestment is funded by the Company, the           Company
shall be party to unexpired Liquidity Agreements with an aggregate           commitment
limit by the Funding Sources party thereto equal to at least 102% of           the
Purchase Limit;  




Page 16 










        (v)              unless
otherwise consented to in writing by the Agent, the Hedge Agreement shall           then
be in effect; and  




        (vi)              no
material adverse change shall have occurred since the date of this Agreement           in
the collectibility of the Pool Receivables taken as a whole or in the           financial
condition or operations of the Originator, the Provider, the           Transferor, any
Gehl Entity or Seller; provided, the dissolution of the           Existing Owner
or Gehl Receivables LLC at any time after the date occurring one           year and one
day after the date of the transfer of Receivables by the Existing           Owner to the
Seller pursuant to the Receivables Sale and Assignment Agreement           shall not be
an adverse change or a material adverse change hereunder.  




It is expressly understood that each
Reinvestment and the related transfer of an interest in the affected Receivables shall,
unless otherwise directed by the Agent or any Purchaser, occur automatically on each
Settlement Date (Capital) without the requirement that any further action be taken on the
part of any Person and notwithstanding the failure of Seller to satisfy any of the
foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to
satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall
give rise to a right of the Agent, which right may be exercised at any time on demand of
the Agent, to rescind the related Reinvestment and direct Seller to pay to the Agent for
the benefit of the Purchasers an amount equal to the Collections prior to the Amortization
Date that shall have been applied to the affected Reinvestment. Upon the Agent’s
receipt of any such payment and solely to the extent of such payment, the Purchasers’
interest in the affected Receivables shall be released automatically without requirement
that any further action be taken on the part of any Person. 



ARTICLE VII  
COVENANTS  



        Section
7.1 Affirmative Covenants of Seller and the Servicer. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in
accordance with its terms, each of Seller and the Servicer severally, and not jointly,
hereby covenants, as to itself, as set forth below:  




        (a)    Financial
Reporting. Each of Seller and Servicer will maintain, for           itself and each
of its consolidated Subsidiaries, a system of accounting           established and
administered in accordance with GAAP, and furnish or cause to be           furnished to
the Agent:  




            (i)    Annual
Reporting. As soon as available, and in any event within 90 days           after the
last day of each fiscal year of the such Person, a copy of the           consolidated
balance sheet of such Person and its Subsidiaries as of the last           day of the
fiscal year then ended and the consolidated statements of income,           retained
earnings, and cash flows of such Person and its Subsidiaries for the           fiscal
year then ended, and accompanying notes thereto, each in reasonable           detail
showing in comparative form the figures for the previous fiscal year,
          accompanied by, in the case of the financial statements of the Servicer, an
          unqualified opinion of PricewaterhouseCoopers LLP or another firm of
independent           public accountants of recognized national standing, selected by the
Servicer and           reasonably satisfactory to the Agent, to the effect that the
consolidated           financial statements have been prepared in accordance with GAAP
and present           fairly in all material respects in accordance with GAAP the
consolidated           financial condition of the Servicer and its Subsidiaries as of the
close of such           fiscal year and the results of their operations and cash flows
for the fiscal           year then ended and that an examination of such accounts in
connection with such           financial statements has been made in accordance with
generally accepted           auditing standards and, accordingly, such examination
included such tests of the           accounting records and such other auditing
procedures as were considered           necessary in the circumstances.  




Page 17 










            (ii)    Quarterly
Reporting. As soon as available, and in any event within 45           days after the
last day of each fiscal quarter of such Person (other than the           last fiscal
quarter of each fiscal year), a copy of the consolidated balance           sheet of such
Person and its Subsidiaries as of the last day of such fiscal           quarter and the
consolidated statements of income, retained earnings, and cash           flows of such
Person and its Subsidiaries for the fiscal quarter and for the           fiscal
year-to-date period then ended, each in reasonable detail showing in
          comparative form the figures for the corresponding date and period in the
          previous fiscal year, prepared by such Person in accordance with GAAP (subject
          to the absence of footnote disclosures and year-end audit adjustments) and
          certified to by its chief financial officer or another officer of such Person
          acceptable to the Agent.  




            (iii)    Compliance
Certificates. (A) at the time of delivery of any financial           statements
required hereunder, a compliance certificate in substantially the           form of Exhibit
V signed by an Authorized Officer of the Person           delivering such financial
statements and dated the date of such annual financial           statement or such
quarterly financial statement, as the case may be and (B) at           the time of
delivery of any compliance certificates required to be delivered           under the
Credit Agreement, a copy of such compliance certificate.  




            (iv)    Copies
of Notices. Promptly upon its receipt of any written notice,           request for
consent, financial statements, certification, report or other           similar
communication under or in connection with any Transaction Document from           any
Person other than the Agent or any Purchaser, copies of the same.  




            (v)    Change
in Credit and Collection Policy. At least twenty (20) days prior           to the
effectiveness of any material change in or material amendment to the           Credit and
Collection Policy, a copy of the Credit and Collection Policy then in           effect
and a notice (A) indicating such proposed change or amendment, and (B) if           such
proposed change or amendment could reasonably be expected to adversely           affect
the collectibility of the Pool Receivables, requesting the Agent’s           consent
thereto.  




            (vi)    Other
Information. Promptly, from time to time, such other information,
          documents, records or reports relating to the Pool Receivables or Related
          Security or the condition or operations, financial or otherwise, of Seller or
          Servicer as the Agent may from time to time reasonably request in order to
          protect the interests of the Agent and the Purchasers under or as contemplated
          by the Transaction Documents.  




        (b)    Notices.
Seller and the Servicer will notify the Agent in writing of any           of the
following promptly upon learning of the occurrence thereof, describing           the same
and, if applicable, the steps being taken with respect thereto:  




Page 18 










            (i)    Amortization
Events or Potential Amortization Events. The occurrence of           any Amortization
Event and each Potential Amortization Event, by a statement of           an Authorized
Officer of such Person.  





            (ii)    Judgment
and Proceedings.  




            (A)              The
entry of any judgment or decree against the Provider, Servicer, the           Originator
or any of their respective Subsidiaries not satisfied or dismissed if           the
aggregate amount of all judgments and decrees then outstanding against
          Provider, the Originator, Servicer and their Subsidiaries exceeds $1,000,000,
or  




            (B)              The
entry of any judgment or decree or the institution of any litigation,
          arbitration proceeding or governmental proceeding against Seller, Transferor or
          the Existing Owner.  




            (iii)    Material
Adverse Effect. The occurrence of any event or condition that           has had, or
could reasonably be expected to have, a Material Adverse Effect.  




            (iv)    Termination
Events / Termination Date. The occurrence of any           “Termination Event” or
“Termination Date” under and as           defined the Receivables Sale
Agreement or the Receivables Purchase and Sale           Agreement.  




            (v)    Defaults
Under Other Agreements. The occurrence of a default or an event           of default
under any other financing arrangement pursuant to which the Servicer           is a
debtor or an obligor, including, without limitation, the occurrence of any
          “Event of Default” or “Default” under the Credit Agreement.  




        (c)    Compliance
with Laws and Preservation of Corporate Existence. Each of           Seller and the
Servicer will comply in all respects with all applicable laws,           rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to           which
it may be subject; except, in the case of the Servicer, where such
          non-compliance could not reasonably be expected to have a Material Adverse
          Effect. Each of Seller and the Servicer will preserve and maintain its
corporate           or company existence, rights, franchises and privileges in the
jurisdiction of           its organization, and qualify and remain qualified in good
standing as a foreign           corporation or company in each jurisdiction where its
business is conducted,           except, in the case of the Servicer, where failure to do
so could not reasonably           be expected to have a Material Adverse Effect.  




        (d)    Audits.
Each of Seller and the Servicer will furnish to the Agent from           time to time
such information with respect to it and the Pool Receivables as the           Agent may
reasonably request. Each of Seller and the Servicer will, from time to           time
during regular business hours as requested by the Agent upon reasonable           notice
and at the sole reasonable cost of Seller or the Servicer permit the           Agent, or
its agents or representatives, (i) to examine and make copies of and           abstracts
from all Records, including, without limitation, the original Contract           for each
Pool Receivable, and (ii) to visit the offices and properties of such           Person
for the purpose of examining such materials described in clause (i)           above, and
to discuss matters relating to such Person’s financial condition           or the
Pool Receivables and the Related Security or any Person’s           performance
under any of the Transaction Documents or any Person’s           performance under
the Contracts and, in each case, with any of the officers or           employees of
Seller or the Servicer having knowledge of such matters; provided, that, unless
either (i) an Amortization Event shall have           occurred and be continuing at the
time any such audit is requested by the Agent,           or (ii) the audits previously
conducted at the expense of the Seller and the           Servicer during such calendar
year have not produced audit results reasonably           satisfactory to the Agent,
neither Seller nor Servicer shall be required to           reimburse the Agent or any of
the Purchasers for the costs or expenses in           respect of more than one audit
during any calendar year.  




Page 19 










        (e)     Keeping
and Marking of Records and Books.  




            (i)              The
Servicer will maintain and implement administrative and operating procedures
          (including, without limitation, an ability to recreate the Contracts and the
          other records evidencing Pool Receivables in the event of the destruction of
the           originals thereof), and keep and maintain all documents, books, records and
          other information reasonably necessary or advisable for the collection of all
          Pool Receivables (including, without limitation, records adequate to permit the
          immediate identification of each new Pool Receivable and all Collections of and
          adjustments to each existing Pool Receivable). The Servicer will give the Agent
          notice of any material change in the administrative and operating procedures
          referred to in the previous sentence.  




            (ii)              Each
of Seller and the Servicer will (A) on or prior to the date hereof, mark           its
master data processing records related to the Pool Receivables, file           cabinets
containing the Receivable Files with respect to the Pool Receivables,           file
folders for the Receivable Files with respect to the Pool Receivables and           other
books and records relating to the Purchaser Interests with a legend,           acceptable
to the Agent, describing the Purchaser Interests, (B) upon the           request of the
Agent after the occurrence of an Amortization Event, mark each           original
Contract with a legend describing the Purchaser Interests and (C) upon           the
request of the Agent after the occurrence of an Amortization Event, deliver           to
the Agent originals of all Contracts relating to the Pool Receivables.  




        (f)    Compliance
with Contracts and Credit and Collection Policy. Each of           Seller and
Servicer will timely and fully (i) perform and comply with all           material
provisions, covenants and other promises required to be observed by it           under
the Contracts to the extent that such provisions, covenants and other           promises
are related to the Pool Receivables, and (ii) comply in all material           respects
with the Credit and Collection Policy in regard to each Pool Receivable           and the
related Contract.  




        (g)    Performance
and Enforcement of Transaction Documents. Seller will perform           its
obligations and undertakings under and pursuant to the Receivables Purchase           and
Sale Agreement, the Receivables Sale and Assignment Agreement and the
          Performance Undertaking, will purchase Receivables thereunder in strict
          compliance with the terms thereof and will vigorously enforce the rights and
          remedies accorded to Seller under the Receivables Purchase and Sale Agreement,
          the Receivables Sale and Assignment Agreement and the Performance Undertaking.
          Seller will take all actions to perfect and enforce its rights and interests
          (and the rights and interests of the Agent and the Purchasers as assignees of
          Seller) under the Receivables Purchase and Sale Agreement, the Receivables Sale
          and Assignment Agreement and the Performance Undertaking as the Agent may from
          time to time reasonably request, including, without limitation, (i)
          making claims to which it may be entitled under any indemnity, reimbursement or
          similar provision contained in the Receivables Purchase and Sale Agreement, the
          Receivables Sale and Assignment Agreement and the Performance Undertaking and
          (ii) causing Transferor to enforce Transferor’s rights and interests under
          the Receivables Sale Agreement against the Originator. Without limiting the
          generality of Section 7.1(a)(iv), Seller will promptly deliver to the
          Agent a copy of all notices, certificates or other information delivered to
          Seller pursuant to or in connection with the Receivables Purchase and Sale
          Agreement, the Performance Undertaking and the Receivables Sale and Assignment
          Agreement (including, without any limitation, any notices, certificates or
other           information delivered to Seller as the assignee of Transferor under the
          Receivables Sale Agreement).  





Page 20 









        (h)    Ownership.
Seller will take all necessary action to (i) vest legal and           equitable title to
the Pool Receivables, the Related Security and the           Collections purchased under
the Receivables Purchase and Sale Agreement and the           Receivables Sale and
Assignment Agreement irrevocably in Seller, free and clear           of any Adverse
Claims other than Adverse Claims in favor of the Agent, the           Purchasers and the
Hedge Provider (including, without limitation,           the filing of all
financing statements or other similar instruments or documents           necessary under
the UCC (or any comparable law) of all appropriate jurisdictions           to perfect
Seller’s interest in such Pool Receivables, Related Security and
          Collections and such other action to perfect, protect or more fully evidence
the           interest of Seller therein as the Agent may reasonably request), and (ii)
          establish and maintain, in favor of the Agent, for the benefit of the
Purchasers           and the Hedge Provider, a valid and perfected first priority
undivided           percentage ownership interest (and/or a valid and perfected first
priority           security interest) in all Pool Receivables, Related Security and
Collections to           the full extent contemplated herein, free and clear of any
Adverse Claims           (including, without limitation, the filing of all
financing           statements or other similar instruments or documents necessary under
the UCC (or           any comparable law) of all appropriate jurisdictions to perfect the
Agent’s           (for the benefit of the Purchasers and the Hedge Provider)
interest in such Pool           Receivables, Related Security and Collections and such
other action to perfect,           protect or more fully evidence the interest of the
Agent for the benefit of the           Purchasers and the Hedge Provider as the Agent may
reasonably request).           Servicer, on behalf of Seller, shall prepare and file any
and all such financing           statements (including financing statements naming
Originator, Existing Owner or           Transferor as debtor/seller) or other similar
instruments or documents required           under this Section 7.1(h).  




        (i)    Purchasers’ Reliance.
Seller acknowledges that the Purchasers are           entering into the transactions
contemplated by this Agreement and the other           Transaction Documents in reliance
upon Seller’s identity as a legal entity           that is separate from each other
Gehl Entity. Therefore, from and after the date           of execution and delivery of
this Agreement, Seller shall take all reasonable           steps, including, without
limitation, all steps that the Agent or any Purchaser           may from time to time
reasonably request, to maintain Seller’s identity as           a separate legal
entity and to make it manifest to third parties that Seller is           an entity with
assets and liabilities distinct from those of each other Gehl           Entity and any
Affiliates thereof and not just a division of any other Gehl           Entity or any such
Affiliate. Without limiting the generality of the foregoing           and in addition to
the other covenants set forth herein, Seller will:  




            (A)              conduct
its own business in its own name and require that all full time           employees of
Seller, if any, identify themselves as such and not as employees of           any other
Gehl Entity (including, without limitation, by means of providing           appropriate
employees with business or identification cards identifying such           employees as
Seller’s employees);  




Page 21 










            (B)              compensate
all employees, consultants and agents directly, from Seller’s           own funds,
for services provided to Seller by such employees, consultants and           agents and,
to the extent any employee, consultant or agent of Seller is also an           employee,
consultant or agent of any other Gehl Entity or any Affiliate thereof,           allocate
the compensation of such employee, consultant or agent between Seller           and such
other Gehl Entity or such Affiliate, as applicable, on a basis that           reflects
the services rendered to Seller and such other Gehl Entity or such           Affiliate,
as applicable;  




            (C)              not
hire any employees other than Officers in accordance with Section 4.03 of           its
operating agreement;  




            (D)              clearly
identify its offices (by signage or otherwise) as its offices and, if           any such
office is located in the offices of any other Gehl Entity or any           Affiliate
thereof, Seller shall lease such office at a fair market rent;  




            (E)              use
separate stationery, invoices and checks in its own name (in each case, to           the
extent that it has any);  




            (F)              conduct
all transactions with the other Gehl Entities and their Affiliates           (including,
without limitation, any delegation of its obligations hereunder as           servicer
pursuant to Article VIII) strictly on an arm’s length           basis,
allocate all overhead expenses (including, without limitation, telephone           and
other utility charges) for items shared between Seller or any other Gehl           Entity
on the basis of actual use to the extent practicable and, to the extent           such
allocation is not practicable, on a basis reasonably related to actual use           or
the value of the services provided;  




            (G)              not
hold out its credit or assets as being available to satisfy the obligations           of
others;  




            (H)              at
all times have at least one member of which is an Independent Member;  




            (I)              have
a board of managers separate from that of the member;  




            (J)              cause
its board of managers to meet or act pursuant to written consent and keep
          minutes of such meetings and actions as may be required under Delaware law and
          its Charter Documents and observe all other Delaware limited liability company
          formalities and comply with all organizational formalities to maintain its
          separate existence;  




            (K)              observe
all limited liability company formalities as a distinct entity, and           ensure that
all limited liability company actions relating to (A) the selection,
          maintenance or replacement of the Independent Member, (B) the dissolution or
          liquidation of Seller or (C) the initiation of, participation in, acquiescence
          in or consent to any bankruptcy, insolvency, reorganization or similar
          proceeding involving Seller, are duly authorized by unanimous vote of its
          members (including the Independent Member);  




Page 22 










            (L)              when
appropriate, obtain proper authorization from its board of managers or           member
for its actions;  




            (M)              maintain
Seller’s books and records separate from those of the other Gehl           Entities
and their Affiliates and otherwise readily identifiable as its own           assets
rather than assets of the other Gehl Entities and their Affiliates;  




            (N)              prepare
its financial statements separately from those of the Gehl Entities and           insure
that any consolidated financial statements of the Gehl Entities or any
          Affiliate thereof that include Seller and that are filed with the Securities
and           Exchange Commission or any other governmental agency have notes clearly
stating           that Seller is a separate corporate entity and that its assets will be
available           first and foremost to satisfy the claims of the creditors of Seller;  




            (O)              except
as specifically otherwise provided herein or in the Transaction           Documents, (i)
maintain the funds or other assets of Seller separate from, and           not commingled
with, those of any other Gehl Entity or any Affiliate thereof and           (ii) only
maintain bank accounts or other depository accounts to which Seller           alone (or
the Servicer on behalf of Seller) is the account party, into which           Seller alone
(or the Servicer on behalf of Seller) makes deposits and from which           Seller
alone (or the Agent hereunder) has the power to make withdrawals;  




            (P)              not
pledge assets for the benefit of any other person;  




            (Q)              pay
all of Seller’s debts and operating expenses from Seller’s own           assets
(except for certain payments by the other Gehl Entities or other Persons
          pursuant to allocation arrangements that comply with the requirements of this
Section 7.1(i));  




            (R)              operate
its business and activities such that: it does not engage in any           business or
activity of any kind, or enter into any transaction or indenture,           mortgage,
instrument, agreement, contract, lease or other undertaking, other           than the
transactions contemplated and authorized by this Agreement and the           other
Transaction Documents and those reasonably necessary or incidental to its
          performance hereunder or thereunder; and does not create, incur, guarantee,
          assume or suffer to exist any indebtedness or other liabilities, whether direct
          or contingent, other than (1) as a result of the endorsement of negotiable
          instruments for deposit or collection or similar transactions in the ordinary
          course of business, (2) the incurrence of obligations under this Agreement, (3)
          the incurrence of obligations, as expressly contemplated in the Sale
Agreements,           to make payment to Transferor and the Existing Owner, thereunder
for the           purchase of Receivables from Transferor and the Existing Owner under
the Sale           Agreements, (4) the incurrence of obligations, as expressly
contemplated in the           Hedge Agreement and (5) the incurrence of operating
expenses in the ordinary           course of business of the type otherwise contemplated
by this Agreement;  





Page 23 










            (S)              maintain
its certificate of formation and operating agreement in conformity with           this
Agreement, such that it does not amend, restate, supplement or otherwise           modify
certificates of formation or operating agreement in any respect that           would
impair its ability to comply with the terms or provisions of any of the
          Transaction Documents, including, without limitation, Section 7.1(i) of
          this Agreement;  




            (T)              maintain
the effectiveness of, and continue to perform under Receivables           Purchase and
Sale Agreement, the Receivables Sale and Assignment Agreement, the           Hedge
Agreement and the Performance Undertaking, such that it does not amend,
          restate, supplement, cancel, terminate or otherwise modify the Receivables
          Purchase and Sale Agreement, the Receivables Sale and Assignment Agreement, the
          Hedge Agreement or the Performance Undertaking, or give any consent, waiver,
          directive or approval thereunder or waive any default, action, omission or
          breach under the Receivables Purchase and Sale Agreement, the Receivables Sale
          and Assignment Agreement, the Hedge Agreement or the Performance Undertaking or
          otherwise grant any indulgence thereunder, without (in each case) the prior
          written consent of the Agent;  




            (U)              maintain
its corporate separateness such that it does not merge or consolidate           with or
into, or convey, transfer, lease or otherwise dispose of (whether in one
          transaction or in a series of transactions, and except as otherwise
contemplated           herein) all or substantially all of its assets (whether now owned
or hereafter           acquired) to, or acquire all or substantially all of the assets
of, any Person,           nor at any time create, have, acquire, maintain or hold any
interest in any           Subsidiary;  




            (V)              hold
itself out to the public (including any Affiliate’s creditors) under           its
own name and as a separate and distinct entity and not as a department,
          division or otherwise of any Affiliate and correct any known misunderstanding
          regarding its separate identity; and  




            (W)              maintain
at all times a Net Worth at least equal to the Required Capital Amount           (as
defined in the Receivables Purchase and Sale Agreement) and refrain from           making
any dividend, distribution, redemption of capital stock or payment of any
          subordinated indebtedness which would cause the Required Capital Amount to
cease           to be so maintained.  




        (j)    Collections.
Each of Seller and Servicer will cause (1) all proceeds from           the Lockbox to be
promptly and directly deposited into the Lockbox Account           without being first
deposited into any concentration account, depositary           account, lock-box account
or similar account for any period of time; (2) all           Collections with respect to
the Pool Receivables deposited in the Lockbox           Account to be remitted to the
Collection Account Bank and deposited in the           Collection Account without being
first deposited into any concentration account,           depositary account, lock-box
account or similar account for any period of time           within one Business Day of
the day that such Collections were deposited into the           Lockbox Account (or, in
the case of mechanical or software issues that are           beyond the control of the
Servicer or Seller, within two Business Days of           deposit), (3) the Lockbox and
the Lockbox Account to be subject at all times to           a Lockbox Account Agreement
that is in full force and effect and (4) Collection           Account to be subject at
all times to a Collection Account Agreement that is in           full force and effect.
In the event any payments relating to Pool Receivables           are remitted directly to
Servicer, Seller or any Affiliate of Servicer or           Seller, Servicer or Seller (as
applicable) will remit (or will cause all such           payments to be remitted)
directly to the Lockbox Account Bank or the Collection           Account Bank and
deposited into the Lockbox Account or the Collection Account           within one (1)
Business Day following receipt thereof, and, at all times prior           to such
remittance, Seller will itself hold or, if applicable, will cause such           payments
to be held in trust for the benefit of the Agent, the Hedge Provider           and the
Purchasers. Seller will maintain exclusive ownership and control           (subject to
the terms of this Agreement and the Collection Account Agreement) of           the
Collection Account and shall not grant the right to take control (within the
          meaning of Section 9-104 of the applicable UCC) of the Collection Account at a
          future time or upon the occurrence of a future event to any Person, except to
          the Agent as contemplated by this Agreement. Neither Seller nor Servicer shall
          grant the right to take control of the Lockbox or the Lockbox Account at a
          future time or upon the occurrence of a future event to any Person, except to
          the Collateral Agent, subject to the terms of the Intercreditor Agreement.  




Page 24 










        (k)    Taxes.
Each of Seller and the Servicer will file all tax returns and           reports required
by law to be filed by it and will promptly pay all taxes and           governmental
charges at any time owing, except in the case of the Servicer where           such taxes
are being contested in good faith and in respect of which Servicer           shall have
established adequate reserves and no enforcement proceeding has been           commenced.
Seller will pay when due any taxes payable by it in connection with           the Pool
Receivables, exclusive of taxes on or measured by income or gross           receipts of
Company, the Agent or any Financial Institution.  




        (l)    Payment
to Transferor and the Existing Owner. With respect to any           Receivable
purchased by Seller from (i) Transferor, such sale shall be effected           under, and
in strict compliance with the terms of, the Receivables Purchase and           Sale
Agreement and (ii) Existing Owner, such sale shall be effected under, and           in
strict compliance with the terms of, the Receivables Sale and Assignment
          Agreement, including, without limitation, the terms relating to
          the amount and timing of payments to be made to Transferor and the Existing
          Owner in respect of the purchase price for such Receivable.  




        Section
7.2 Negative Covenants of Seller and the Servicer. Until the date on which the
Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in
accordance with its terms, each of Seller and the Servicer hereby severally, and not
jointly, covenants, as to itself, that:  




        (a)    Name
Change, Offices and Records. Seller will not make any change to its           name
(within the meaning of Section 9-507(c) of any applicable enactment of the
          UCC), identity, or jurisdiction of organization, unless (i) at least forty-five
          (45) days prior to the effective date of any such change, Seller provides
          written notice thereof to the Agent, (ii) at least ten (10) days prior to such
          effective date, Seller delivers to the Agent such financing statements (Forms
          UCC-1 and UCC-3), executed by Seller (if required under applicable law) which
          the Agent or any Purchaser may reasonably request to reflect such change,
          together with such other documents and instruments that the Agent or any
          Purchaser may reasonably request in connection therewith, (iii) at least ten
          (10) days prior to such effective date, Seller has taken all other steps to
          ensure that the Agent, for the benefit of itself, the Purchasers and the Hedge
          Provider, continues to have a first priority perfected ownership in the Pool
          Receivables, the Related Security related thereto and any Collections thereon
          and (iv) in the case of any change in its jurisdiction of organization, if
          requested by the Agent or such Purchaser, the Agent or such Purchaser (as
          applicable) shall have received, prior to such change, an opinion of counsel,
in           form and substance reasonably satisfactory to the Agent or such Purchaser
(as           applicable), as to such organization and Seller’s valid existence and
good           standing and the perfection and preservation of priority of the Agent’s
          ownership or security interest in, the Pool Receivables, the Related Security
          and Collections.  




Page 25 











        (b)    Change
in Payment Instructions to Obligors. Except as may be required by           the Agent
pursuant to Article VIII, neither Seller nor Servicer will add           or
terminate any bank as the Collection Account Bank or the Lockbox Bank, or           make
any change in the instructions to Obligors regarding payments to be made to           the
Lockbox, the Lockbox Account or the Collection Account, unless the Agent           shall
have received, at least ten (10) days before the proposed effective date
          therefor, (i) written notice of such addition, termination or change and (ii)
          (A) in the case of a new Collection Account, an executed Collection Account
          Agreement with respect to the new Collection Account or (B) in the case of a
new           Lockbox or Lockbox Account, an executed Lockbox Account Agreement with
respect           to the new Lockbox Account or Lockbox.  




        (c)    Modifications
to Contracts and Credit and Collection Policy. Without the           Agent’s
prior written consent, Seller will not agree to make any change to           the Credit
and Collection Policy that could reasonably be expected to adversely           affect the
collectibility of the Pool Receivables. Except as provided in Section 8.2(d), the
Servicer will not and will not agree to, extend,           amend or otherwise modify the
terms of any outstanding Pool Receivable or the           terms of any Contract related
thereto to the extent that such terms relate to           such Pool Receivable other than
in accordance with the Credit and Collection           Policy.  




        (d)    Sales,
Liens. Seller will not sell, assign (by operation of law or           otherwise) or
otherwise dispose of, or grant any option with respect to, or           create or suffer
to exist any Adverse Claim upon (including, without limitation,           the filing of
any financing statement) or with respect to, any Pool Receivable,           Related
Security or Collections, or upon or with respect to any Contract under           which
any Pool Receivable arises, the Lockbox, the Lockbox Account or the           Collection
Account, or assign any right to receive income with respect thereto           (other
than, in each case, the creation of the interests therein in favor of the
          Agent, the Purchasers and the Hedge Provider provided for herein, rights given
          to third parties in respect of the Lockbox and Lockbox Account as contemplated
          by the Intercreditor Agreement and in the other Transaction Documents), and
          Seller will defend the right, title and interest of the Agent, the Purchasers
          and the Hedge Provider in, to and under any of the foregoing property, against
          all claims of third parties (other than the Lockbox and the Lockbox Account as
          provided in the Intercreditor Agreement) claiming through or under any Gehl
          Entity. Seller will not create or suffer to exist any mortgage, pledge,
security           interest, encumbrance, lien, charge or other similar arrangement on
any of its           inventory, except in favor of the Agent and the Purchasers as
provided           hereunder.  




        (e)    Net
Receivables Balance. Prior to the Amortization Date, Seller shall not
          permit the Net Receivables Balance to be less than an amount equal to the sum
of           (i) the Aggregate Capital plus (ii) the Enhancement Amount.  




Page 26 










        (f)    Termination
Date Determination. Seller will not designate the Termination           Date (as
defined in the Receivables Purchase and Sale Agreement), or send any           written
notice to Transferor in respect thereof, without the prior written           consent of
the Agent, except with respect to the occurrence of such Termination           Date
arising pursuant to Section 5.1(d) of the Receivables Purchase and Sale
          Agreement. Seller shall not permit Transferor to designate the Termination Date
          under the Receivables Sale Agreement (as defined in the Receivables Sale
          Agreement) or send any written notice to the Originator in respect thereof,
          without the prior written consent of the Agent, except with respect to the
          occurrence of such Termination Date arising pursuant to Section 5.01(d) of the
          Receivables Sale Agreement.  




        (g)    Restricted
Junior Payments. From and after the continuance of any           Amortization Event,
Seller will not make any Restricted Junior Payment if, after           giving effect
thereto, Seller would fail to meet its obligations set forth in Section 7.2(e).  




ARTICLE VIII
 
ADMINISTRATION, COLLECTION AND CUSTODY  



        Section
8.1 Designation of Servicer. (a)     The (i) servicing, administration and collection
of the Pool Receivables shall be conducted and (ii) custody of the Records with respect
to the Pool Receivables shall be maintained by the Servicer so designated from time to
time in accordance with this Section 8.1. The Agent and the Purchasers hereby
appoint Seller to perform all such servicing, administration, collection and custodial
tasks. Seller hereby delegates such servicing, administration, collection and custodial
tasks to Gehl, as Servicer, and the Agent and the Purchasers consent to such delegation.
Gehl hereby accepts such delegation from Seller and agrees to perform the duties and
obligations of the Servicer pursuant to the terms of this Agreement. The Agent may, or
upon the direction of the Required Financial Institutions, the Agent shall, at any time
after the occurrence and during the continuance of a Servicer Event of Termination,
designate a Person (which may be the Agent) reasonably satisfactory to the Agent to
provide the services of the Servicer hereunder to succeed Gehl as Servicer (a “Successor
Servicer”). From and after the designation of such Successor Servicer as the
successor Servicer to Gehl, the Agent may, or upon the direction of the Required
Financial Institutions, the Agent shall, designate a Successor Servicer as a subsequent
successor Servicer at any time.  




        (b)              Without
the prior written consent of the Agent and the Required Financial           Institutions,
Seller, Gehl and any Successor Servicer subsequently designated by           the Agent in
accordance with Section 8.1(a)) shall not be permitted to           delegate any
of its duties or responsibilities as Servicer to any Person other           than (i)
Seller, (ii) Gehl and (iii) with respect to certain           Charged-Off/Non-Accrual
Receivables, outside collection agencies and attorneys           in accordance with
customary practices. If at any time the Agent shall designate           any successor
Servicer, all duties and responsibilities theretofore delegated to           the Servicer
being replaced may, at the discretion of the Agent, be terminated           forthwith on
notice given by the Agent to the Servicer being replaced and to           Seller.  




Page 27 










        (c)              Notwithstanding
the foregoing subsection (b), for so long as Gehl shall serve as           the Servicer
(i) Gehl, as Servicer, shall be and remain primarily liable to the           Agent and
the Purchasers for the full and prompt performance of all duties and
          responsibilities of the Servicer hereunder and (ii) the Agent and the
Purchasers           shall be entitled to deal exclusively with Gehl, as Servicer, in
matters           relating to the discharge by the Servicer of its duties and
responsibilities           hereunder. The Agent and the Purchasers shall not be required
to give notice,           demand or other communication to any Person other than Gehl, as
Servicer, in           order for communication to the Servicer and its sub-servicer or
other delegate           with respect thereto to be accomplished. Gehl, at all times that
it is the           Servicer, shall be responsible for providing any sub-servicer or
other delegate           of the Servicer with any notice given to the Servicer under this
Agreement.  








        Section
8.2 Duties of Servicer. (a)     The Servicer shall take or cause to be taken all such
actions as may be necessary or advisable to collect each Pool Receivable from time to
time, all in accordance with applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy.  




        (b)              The
Servicer will instruct all Obligors to pay all Collections directly to the
          Lockbox, the Lockbox Account or the Collection Account. The Servicer shall
enter           into and cause to be in effect at all times account control agreements in
form           and substance reasonably acceptable to the Agent with respect to the
Collection           Account, the Lockbox Account and the Lockbox. In the case of any
remittances           received in the Collection Account that shall have been identified,
to the           satisfaction of the Servicer, to not constitute Collections or other
proceeds of           the Pool Receivables or the Related Security, the Servicer shall
promptly remit           such items to the Person identified to it as being the owner of
such           remittances. From and after the date the Agent or the Collateral Agent, as
          applicable, delivers to the Collection Account Bank or the Collateral Agent, as
          applicable, a Collection Notice pursuant to Section 8.3, the Agent may
          request that the Servicer, and the Servicer thereupon promptly shall, instruct
          all Obligors with respect to the Pool Receivables to remit all payments with
          respect to Pool Receivables to a new depositary account specified by the Agent
          and, at all times thereafter, Seller and the Servicer shall not deposit or
          otherwise credit, and shall not permit any other Person to deposit or otherwise
          credit to such new depositary account any cash or payment item other than
          Collections.  




        (c)              The
Servicer will issue irrevocable standing instructions to the Lockbox Account
          Bank to remit all payment items and other Collections and proceeds in respect
of           the Pool Receivables that have been deposited in the Lockboxes directly to
the           Lockbox Account as set forth in Section 7.1(j) without the prior
deposit           of the same into any other account. The Servicer will issue
instructions to and           otherwise cause the Lockbox Account Bank, not less
frequently than is required           for Seller and the Servicer to remain in compliance
with Section 7.1(j),           to remit the proceeds of all wire transfer
payments, ACH payments and other           remittances that are Collections received
directly in the Lockbox Account to the           Collection Account Bank for timely
deposit in the Collection Account as set           forth in Section 7.1(j).  




        (d)              The
Servicer shall administer the Collections in accordance with the procedures
          described herein and in Article II. With respect to any Collections
          received by it directly, the Servicer shall promptly, but in any event within
          one Business Day (or in the case of mechanical or software issues that are
          beyond the control of the Servicer, within two Business Days) after receipt
          thereof, deposit the same in the Lockbox, the Lockbox Account or if solely
          property of the Seller, directly to the Collection Account. At all times prior
          to the distributions contemplated in Article II, the monies and payment
          items from time to time held in the Collection Account or by the Servicer shall
          constitute and be the property solely of the Seller and the Agent, for the
          benefit of the Purchasers and the Hedge Provider, free and clear of any Adverse
          Claim. Neither Seller nor Servicer shall at any time commingle any of their
          general funds with the funds then held in the Collection Account.  




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        (e)              The
Servicer may, in accordance with the Credit and Collection Policy, extend           the
maturity of any Pool Receivable or adjust the Outstanding Balance of any           Pool
Receivable as the Servicer determines to be appropriate to maximize           Collections
thereof; provided, however, that such extension or           adjustment
shall not alter the calculation of the Modified Receivable Excess           Amount or the
status of such Pool Receivable as a Defaulted Receivable or a           Delinquent
Receivable (unless, in either case, such Receivable is an Eligible           Modified
Receivable) or a Charged-Off/Non-Accrual Receivable or otherwise cause           such
Pool Receivable to constitute an Eligible Receivable for purposes of
          calculating the Eligible Receivables Balance or limit the rights of the Agent
or           the Purchasers under this Agreement. Notwithstanding anything to the
contrary           contained herein, at any time after the occurrence and during the
continuance of           an Amortization Event, the Agent shall have the absolute and
unlimited right to           direct the Servicer to commence or settle any legal action
with respect to any           Pool Receivable or to foreclose upon or repossess any
Related Security.  




        (f)              The
Servicer shall hold in trust for Seller, the Purchasers and the Hedge           Provider
all Records that (i) evidence or relate to the Pool Receivables, the           original
Contracts and Related Security or (ii) are otherwise necessary or           desirable to
collect the Pool Receivables and shall, as soon as practicable upon           demand of
the Agent following an Amortization Event, deliver or make available           to the
Agent, at a place selected by the Agent, all Records reasonably requested           by
the Agent to enforce the rights and remedies of the Agent and the Purchasers
          hereunder. The Servicer shall, from time to time at the request of any
          Purchaser, furnish to the Purchasers (promptly after any such request) a
          calculation of the amounts set aside for the Purchasers pursuant to Article
II.  




        (g)              Any
payment by an Obligor in respect of any Indebtedness owed by it to any Gehl
          Entity shall, except as otherwise specified by such Obligor (in good faith and
          not at the direction of any Gehl Entity) or otherwise required by contract or
          law and unless otherwise instructed by the Agent, be applied as a collection of
          any Receivable of such Obligor (starting with any Receivable for which such
          payment is reasonably believed to be proceeds of the related Financed
Equipment,           and thereafter with the oldest such Receivable) to the extent of any
amounts           then due and payable thereunder before being applied to any other
receivable or           other obligation of such Obligor. The Servicer shall, as soon as
practicable           following receipt thereof turn over to the Person entitled thereto
any cash           collections or other cash proceeds received with respect to
Indebtedness of an           Obligor not constituting Pool Receivables.  




        (h)              The
Servicer shall maintain or cause to be maintained continuous custody of the
          original Contracts and the original notes or chattel paper (as applicable) with
          respect to the Pool Receivables held by it in secure and fire resistant
          facilities in accordance with customary standards in the industry for such
          custody and shall take such other precautions with respect to the maintenance
of           the Receivable Files with respect to the Pool Receivables as the Agent may
          reasonably request.  




Page 29 










        (i)              The
Servicer shall hold all Records with respect to Pool Receivables for the
          benefit of Seller, the Agent, the Purchasers and the Hedge Provider in
          accordance with Section 9-313(c) of the UCC as in effect in each jurisdiction
          where the Servicer holds such Records.  




        Section
8.3 Collection Notices. The Agent is authorized at any time to date and to deliver
to the Collection Account Bank or the Collateral Agent, as applicable, a Collection
Notice. Seller hereby transfers to the Agent for the benefit of the Purchasers and the
Hedge Provider, exclusive control of the Collection Account. Until the Agent delivers a
Collection Notice to the Collection Account Bank, the Agent shall permit Seller and the
Servicer to provide instructions to the Collection Account Bank with respect to the
Collection Account. Any such instructions given by Seller or the Servicer shall be issued
solely in accordance with the terms of this Agreement. Until the Agent delivers a
Collection Notice to the Collateral Agent pursuant to the Intercreditor Agreement, the
Servicer may provide instructions to the Lockbox Account Bank with respect to the Lockbox
Account. Seller hereby authorizes the Agent, and agrees that the Agent shall be entitled
to (i) endorse Seller’s name on checks and other instruments representing
Collections, (ii) enforce the Pool Receivables, the related Contracts and the Related
Security and (iii) take such action as shall be necessary or desirable to cause all cash,
checks and other instruments constituting Collections of Pool Receivables to come into
the possession of the Agent rather than Seller.  




        Section
8.4 Responsibilities of Seller. Anything herein to the contrary notwithstanding,
the exercise by the Agent and the Purchasers of their rights hereunder shall not release
the Servicer or any Gehl Entity from any of their respective duties or obligations with
respect to any Pool Receivables or under the related Contracts. The Purchasers shall have
no obligation or liability with respect to any Pool Receivables or related Contracts, nor
shall any of them be obligated to perform the obligations of Seller.  




        Section
8.5 Reports. The Servicer shall prepare and forward to the Agent (i) on the 12th
day of each calendar month (or if 12th day of any calendar month is not a
Business Day, the next succeeding Business Day), a Monthly Report in respect of the
calendar month then most recently ended, (ii) on each Weekly Reporting Date, a Weekly
Report in respect of the Weekly Period then most recently ended and (iii) at such times
as the Agent shall request, a listing by Obligor of all Pool Receivables together with an
aging of such Pool Receivables.  




        Section
8.6 Servicing Fees. In consideration of the Servicer’s agreement to act as
“Servicer” hereunder, subject to the terms of Article II hereof, Seller
shall pay over to the Servicer a fee (the “Servicing Fee”) on each
Settlement Date (Fees), in arrears for the immediately preceding month, equal to 1.00%
per annum of the average aggregate Outstanding Balance of Pool Receivables during the
preceding month, as compensation for its servicing activities.  




Page 30 











ARTICLE IX
 
AMORTIZATION EVENTS  



        Section
9.1       Amortization  Events.  The  occurrence  of  any  one  or  more  of  the
 following  events  shall constitute an Amortization Event: 




        (a)              Seller
shall fail (i) to make any payment of (A) any Aggregate Unpaids other           than
Capital when due or (B) any other amounts payable by it to the Agent, the
          Purchasers, the Funding Sources or the Indemnified Parties under any other
          Transaction Document to which it is a party when due and, in any case, such
          failure shall continue for more than two (2) Business Days, or (ii) to make any
          payment or deposit required hereunder in respect of Capital when due.  




        (b)              Any
other Gehl Entity shall fail to pay or remit any amount to be paid or           remitted
by it under any Transaction Document to which it is a party when due           and such
failure shall continue for more than two (2) Business Days.  




        (c)              Any
Gehl Entity shall fail to observe or perform (i) any covenant set forth in Section
7.1(b)(i), (b)(iv), (h), (j) or (l), Section 7.2 or Article VIII hereof
or of any provision in any Transaction Document           dealing with the use,
disposition or remittance of the proceeds of Collections           or instructions to
Obligors of the Pool Receivables or (ii) any other provision           hereof or of any
other Transaction Document which is not remedied within ten           (10) Business Days
after the earlier of (A) the date on which such failure shall           first become
known to any officer of Seller or the applicable Gehl Entity or (B)           written
notice thereof is given to Seller by the Agent.  




        (d)              Any
representation or warranty made by any Gehl Entity herein or in any other
          Transaction Document or in any certificate or report furnished to the Agent or
          the Purchasers pursuant hereto or thereto or in connection with any transaction
          contemplated hereby or thereby proves untrue in any material respect as of the
          date of the issuance or making or deemed making thereof (unless, in the case of
          any breach of representation or warranty that results in a “Purchase Price
          Credit” under any Sale Agreement, such breach has been cured in accordance
          with Section 1.03 of the applicable Sale Agreement and all Deemed Collections
          with respect thereto shall have been remitted to the Collection Account).  




        (e)              The
occurrence of any of the following:  





            (i)              Failure
of Seller, Transferor or the Existing Owner to pay any Indebtedness           (other than
described under (a) or (b) above) when due or within any applicable           grace
period;  




            (ii)              The
default by Seller, Transferor or the Existing Owner in the performance of           any
term, provision or condition contained in any agreement (other than a
          Transaction Document) under which any Indebtedness was created or is governed,
          the effect of which is to cause, or to permit the holder or holders of any
          Indebtedness to cause Indebtedness to become due prior to its stated maturity;
          or any Indebtedness shall be declared to be due and payable or required to be
          prepaid (other than by a regularly scheduled payment) prior to the date of
          maturity thereof;  




Page 31 










            (iii)              The
failure of the Originator or the Provider to pay any Indebtedness when due           or
within any applicable grace period which Indebtedness individually or in the
          aggregate exceeds $1,000,000 (“Material Indebtedness”);  




            (iv)              The
default by the Originator or the Provider in the performance of any term,
          provision or condition contained in any agreement under which any Material
          Indebtedness was created or is governed, the effect of which is to cause, or to
          permit the holder or holders of Material Indebtedness to cause Material
          Indebtedness to become due prior to its stated maturity; or any Material
          Indebtedness shall be declared to be due and payable or required to be prepaid
          (other than by a regularly scheduled payment) prior to the date of maturity
          thereof; or  




            (v)              Any
event of default (or similar event) under or in connection with the Credit
          Agreement.  




        (f)              (i)
Any Gehl Entity or the Servicer shall generally not pay its debts as such           debts
become due or shall admit in writing its inability to pay its debts           generally
or shall make a general assignment for the benefit of creditors; or           (ii) (A)
any proceeding shall be instituted by or against any Gehl Entity           seeking to
adjudicate it bankrupt or insolvent, or seeking liquidation, winding           up,
reorganization, arrangement, adjustment, protection, relief or composition           of
it or its debts under any law relating to bankruptcy, insolvency or
          reorganization or relief of debtors, or seeking the entry of an order for
relief           or the appointment of a receiver, trustee or other similar official for
it or           any substantial part of its property and (B) in the case of any such
action           related to the Provider, the Originator or the Servicer, such proceeding
or           appointment continues undischarged or such proceeding or appointment
continues           undismissed or unstayed for a period of 60 days; or (iii) any Gehl
Entity or the           Servicer shall take any corporate action to authorize or ratify
any of the           actions set forth in clauses (i) or (ii) above in this subsection
(f); provided, that, no Amortization Event shall occur if Gehl Receivables LLC
          or the Existing Owner is dissolved at any time after the date occurring one
year           and one day after the date of the transfer of Receivables by the Existing
Owner           to the Seller pursuant to the Receivables Sale and Assignment Agreement.  




        (g)              Seller
shall fail to comply with the terms of Section 2.6 hereof.  




        (h)              As
at the end of any month,  




            (i)              the
average Pool Delinquency Ratio, with respect to the three months then most
          recently ended, shall exceed 0.80%,  




            (ii)              the
average Serviced Delinquency Ratio, with respect to the three months then           most
recently ended, shall exceed 1.75%,  




            (iii)              the
average Loss Ratio, in respect of the Pool Receivables for the three months
          then most recently ended, shall exceed 5.50%,  




            (iv)              the
average Loss Ratio, in respect of all Receivables for the three months then
          most recently ended, shall exceed 5.50%, or  




Page 32 










            (v)              the
Excess Spread as of such month end shall be less than zero.  




        (i)              A
Change of Control shall occur.  




        (j)              One
or more final judgments for the payment of money shall be entered against
          Seller, the Existing Owner or Transferor or one or more final judgments for the
          payment of money in an amount in excess of $5,000,000, individually or in the
          aggregate, shall be entered against the Provider or the Originator on claims
not           covered by insurance or as to which the insurance carrier has denied its
          responsibility, and such judgment shall continue unsatisfied and in effect for
          thirty (30) consecutive days without a stay of execution.  




        (k)              Any
“Termination Event” under and as defined in the Receivables Sale
          Agreement or the Receivables Purchase and Sale Agreement shall occur; or the
          “Termination Date” under and as defined in the Receivables Sale
          Agreement or the Receivables Purchase and Sale Agreement shall occur (other
than           any “Termination Date” arising solely because of the occurrence
of the           Liquidity Termination Date); or any applicable Gehl Entity shall for any
reason           ceases to transfer (other than, in the case of the Originator under the
          Receivables Sale Agreement, because any Receivable is not a “Qualified
          Receivable” (as such term is defined in the Receivables Sale Agreement)),
          or ceases to have the legal capacity to transfer, or otherwise be incapable of
          transferring Receivables under the applicable Sale Agreement.  




        (l)              This
Agreement shall terminate in whole or in part (except in accordance with           its
terms), or shall cease to be effective or to be the legally valid, binding           and
enforceable obligation of Seller or the Servicer, or any group of Obligors
          representing a material portion of the Pool Receivables shall directly or
          indirectly contest in any manner such effectiveness, validity, binding nature
or           enforceability, or the Agent for the benefit of the Purchasers and the Hedge
          Provider shall cease to have a valid and perfected first priority security
          interest in the Pool Receivables, the Related Security, the Collections with
          respect thereto and the Collection Account, or the Collateral Agent shall cease
          to have a valid and perfected first priority security interest in the Lockbox
          and the Lockbox Account.  




        (m)              The
Provider shall fail, to perform or observe, in any material respect, any           term,
covenant or agreement required to be performed by it under the Performance
          Undertaking; any representation, warranty, certification or statement made by
          the Provider in any Transaction Document or in any other document delivered
          pursuant hereto or thereto shall prove to have been incorrect, in any material
          respect, when made or deemed made; the Provider shall fail to make any payment
          when due under the Performance Undertaking; or the Performance Undertaking or
          any Transaction Document to which the Provider is party shall cease to be
          effective or to be the legally valid, binding and enforceable obligation of the
          Provider, or the Provider shall directly or indirectly contest in any manner
          such effectiveness, validity, binding nature or enforceability.  




        (n)              Any
party to the Intercreditor Agreement shall deliver a “Notice” (as
          such term is defined in the Intercreditor Agreement) to the Collateral Agent or
          the Intercreditor Agreement shall cease to be effective or to be the legally
          valid, binding and enforceable obligation of each party thereto or any Gehl
          Entity party to the Intercreditor Agreement shall fail to perform or observe,
in           any material respect, any term, covenant or agreement required to be
performed           by it under the Intercreditor Agreement, including, without
limitation, any           failure on the part of Gehl to provide to the Collateral Agent
timely, complete           and accurate information with respect to the appropriate
allocation and           disposition of funds in the Lockbox Account;  




Page 33 










        (o)              The
occurrence of any Servicer Event of Termination.  




        Section
9.2 Servicer Events of Termination. The occurrence of any one or more of the
following events shall constitute a Servicer Event of Termination:  




        (a)              The
Servicer shall fail to pay or remit any amount to be paid or remitted by it
          under any other Transaction Document to which it is a party when due and such
          failure shall continue for more than two (2) Business Days.  




        (b)              Servicer
shall fail to observe or perform (i) any covenant set forth in Section 7.1(b)(i),
(b)(iv), (h), (j) or (l), Section 7.2 or Article VIII hereof or
of any provision in any Transaction Document           dealing with the use, disposition
or remittance of the proceeds of Collections           or instructions to Obligors of the
Pool Receivables or (ii) any other provision           hereof or of any other Transaction
Document to which the Servicer is a party           which is not remedied within 10
Business Days after the earlier of (A) the date           on which such failure shall
first become known to any officer of the Servicer or           (B) written notice thereof
is given to the Servicer by the Agent.  




        (c)              Any
representation or warranty made by the Servicer herein or in any other
          Transaction Document to which the Servicer is a party or in any certificate or
          report furnished to the Agent or the Purchasers by the Servicer pursuant hereto
          or thereto or in connection with any transaction contemplated hereby or thereby
          proves untrue in any material respect as of the date of the issuance or making
          or deemed making thereof.  




        (d)              The
occurrence of any of the following:  




            (i)              The
failure of the Servicer to pay any Material Indebtedness when due;  




            (ii)              The
default by the Servicer in the performance of any term, provision or           condition
contained in any agreement under which any Material Indebtedness was           created or
is governed, the effect of which is to cause, or to permit the holder           or
holders of Material Indebtedness to cause Material Indebtedness to become due
          prior to its stated maturity; or any Material Indebtedness shall be declared to
          be due and payable or required to be prepaid (other than by a regularly
          scheduled payment) prior to the date of maturity thereof; or  




            (iii)              Any
(A) “Event of Default” under or in connection with the Credit
          Agreement or (B) event, circumstance or condition having the effect of
          permitting termination of any financing commitments or the acceleration of any
          outstanding Indebtedness or recourse to any guaranty or collateral for any
          outstanding Indebtedness under the Credit Agreement shall occur or exist.  




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        (e)              (i)
Servicer shall generally not pay its debts as such debts become due or shall
          admit in writing its inability to pay its debts generally or shall make a
          general assignment for the benefit of creditors; or (ii) (A) any proceeding
          shall be instituted by or against the Servicer seeking to adjudicate it
bankrupt           or insolvent, or seeking liquidation, winding up, reorganization,
arrangement,           adjustment, protection, relief or composition of it or its debts
under any law           relating to bankruptcy, insolvency or reorganization or relief of
debtors, or           seeking the entry of an order for relief or the appointment of a
receiver,           trustee or other similar official for it or any substantial part of
its property           and (B) such proceeding or appointment continues undischarged or
such proceeding           or appointment continues undismissed or unstayed for a period
of 60 days; or           (iii) Servicer shall take any corporate action to authorize any
of the actions           set forth in clauses (i) or (ii) above in this subsection (e).  




        (f)              One
or more final judgments for the payment of money in an amount in excess of
          $5,000,000, individually or in the aggregate, shall be entered against the
          Servicer on claims not covered by insurance or as to which the insurance
carrier           has denied its responsibility, and such judgment shall continue
unsatisfied and           in effect for thirty (30) consecutive days without a stay of
execution.  




        (g)              The
Servicer shall fail to satisfy one or more of the financial tests set forth           on
Part B of Schedule C hereto.  




        Section
9.3 Remedies. Upon the occurrence and during the continuation of an Amortization
Event, the Agent may, or upon the direction of the Required Financial Institutions shall,
(i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall
forthwith occur and the Commitments shall forthwith be terminated, without demand,
protest or further notice of any kind, all of which are hereby expressly waived by Seller
and Servicer; provided, however, that upon the occurrence of an Amortization Event
described in Section 9.1(f), or of an actual or deemed entry of an order for
relief with respect to Seller or Servicer under the Federal Bankruptcy Code, the
Amortization Date shall automatically occur and the Commitments shall automatically
terminate, without demand, protest or any notice of any kind, all of which are hereby
expressly waived by Seller and Servicer, (ii) to the fullest extent permitted by
applicable law, declare that the Default Fee shall accrue with respect to any of the
Aggregate Unpaids (other than amounts owing to the Hedge Provider under the Hedge
Agreement) outstanding at such time, (iii) deliver a Collection Notice to the Collection
Account Bank or the Collateral Agent and exercise other remedies available to it under
the Intercreditor Agreement, and (iv) notify Obligors of the Purchaser Interests in the
Pool Receivables; provided, that, prior to the exercise of any foreclosure remedy
under Section 9-610 or 9-620 of the applicable UCC, following the occurrence of any
Servicer Event of Termination or any Amortization Event described in Section
9.1(e)(i)-(v), 9.1(i) and 9.1(j) (in each case, solely to the extent
that such provisions relate to the Originator, the Provider or the Credit Agreement) and
during any period in which no other Amortization Event shall have occurred and then be
continuing, the Agent shall first reach a determination that such exercise is appropriate
based upon, among other things, the reasonable likelihood of actual or imminent
deterioration in the value of the Pool Receivables or in the prospects, absent such
exercise, of the Purchasers making full recovery of the Aggregate Unpaids. The
aforementioned rights and remedies shall be without limitation (except as provided
above), and shall be in addition to all other rights and remedies of the Agent and the
Purchasers otherwise available under any other provision of this Agreement, by operation
of law, at equity or otherwise, all of which are hereby expressly preserved, including,
without limitation, all rights and remedies provided under the UCC, all of which rights
shall be cumulative.  




Page 35 










ARTICLE X

INDEMNIFICATION  



        Section
10.1      Indemnities by Seller and the Servicer. 




        (a)    Indemnification
by Seller. Without limiting any other rights that the           Agent or any
Purchaser may have hereunder or under applicable law, Seller hereby           agrees to
indemnify (and pay upon demand to) the Agent, the Arranger and each           Purchaser
and their respective assigns, officers, directors, agents and           employees (each
an “Indemnified Party”) from and against any           and all damages,
losses, claims, taxes, liabilities, costs, expenses and for all           other amounts
payable, including reasonable attorneys’ fees (which           attorneys may be
employees of the Agent or such Purchaser) and disbursements           (all of the
foregoing being collectively referred to as “Indemnified           Amounts”)
awarded against or incurred by any of them arising out of or           as a result of
this Agreement or any other Transaction Document or the           acquisition, either
directly or indirectly, by a Purchaser of an interest in the           Pool Receivables,
excluding, however, in all of the foregoing instances:  




            (x)          Indemnified
Amounts to the extent a final judgment of a court of competent           jurisdiction
holds that such Indemnified Amounts resulted from gross negligence           or willful
misconduct on the part of the Indemnified Party seeking           indemnification;  




            (y)          Indemnified
Amounts to the extent the same constitutes recourse for or otherwise           includes
losses in respect of Pool Receivables that are uncollectible on account           of the
insolvency, bankruptcy, lack of creditworthiness, or other failure           (without
cause or justification), or inability to perform its obligations on the           part of
the related Obligor; or  




            (z)          (A)
taxes imposed by such Indemnified Party’s jurisdiction of organization,
          operation or management and control, on or measured by the overall net income
or           revenues of such Indemnified Party to the extent the amount of or
computation of           such taxes is consistent with the tax characterization of the
transactions           contemplated by this Agreement as a loan or loans by the
Purchasers to Seller           secured by the Pool Receivables, Collections and Related
Security, (B) any           withholding tax imposed on the payments to any Indemnified
Party to the extent           such taxes are imposed based upon the tax characterization
of the transactions           contemplated by this Agreement as a loan or loans by the
Purchasers to Seller           secured by the Pool Receivables, Collections and Related
Security, and (C) any           tax that would not have been imposed but for the delay or
failure by such           Indemnified Party (following a written request by the Seller,
except that this           Agreement shall constitute an initial written request by the
Seller) in           providing to the Seller U.S. IRS Form W-8BEN, W-8IMY, W-8ECI or
W-8EXP           (whichever is applicable) that is required to be provided by such
Indemnified           Party to avoid or reduce such taxes;  





Page 36 









provided, however, that
nothing contained in this sentence shall limit the liability of Seller for amounts
otherwise specifically provided to be paid by Seller under the terms of this Agreement.
Without limiting the generality of the foregoing indemnification, but subject to the
limitations in clauses (x), (y) and (z) above, Seller shall indemnify each Indemnified
Party for Indemnified Amounts relating to or resulting from: 



            (i)               any
representation or warranty made by the Servicer or any Gehl Entity (or any
          officers of any such Person) under or in connection with this Agreement, any
          other Transaction Document or any other information or report delivered by any
          such Person pursuant hereto or thereto, which shall have been false or
incorrect           when made or deemed made;  




            (ii)              the
failure by the Servicer or any Gehl Entity to comply with any applicable           law,
rule or regulation with respect to any Pool Receivable or Contract related
          thereto, or the nonconformity of any Pool Receivable or Contract included
          therein with any such applicable law, rule or regulation or any failure of any
          Gehl Entity to keep or perform any of its obligations, express or implied, with
          respect to any Contract;  




            (iii)              any
failure of the Servicer or any Gehl Entity to perform its duties, covenants           or
other obligations in accordance with the provisions of this Agreement or any
          other Transaction Document;  




            (iv)              any
products liability, personal injury or damage suit, or other similar claim
          arising out of or in connection with merchandise, insurance or services that
are           the subject of any Contract or any Pool Receivable;  




            (v)              any
dispute, claim, offset or defense of the Obligor to the payment of any Pool
          Receivable (including, without limitation, a defense based on such Pool
          Receivable or the related Contract not being a legal, valid and binding
          obligation of such Obligor enforceable against it in accordance with its
terms),           or any other claim resulting from the sale of the merchandise or
service related           to such Pool Receivable or the furnishing or failure to furnish
such merchandise           or services;  




            (vi)              the
commingling of Collections of Pool Receivables at any time with other funds;  




            (vii)              any
investigation, litigation or proceeding related to or arising from this
          Agreement or any other Transaction Document, the transactions contemplated
          hereby, the use of the proceeds of an Incremental Purchase or a Reinvestment,
          the ownership of the Purchaser Interests or any other investigation, litigation
          or proceeding relating to the Servicer or any Gehl Entity in which any
          Indemnified Party becomes involved as a result of any of the transactions
          contemplated hereby;  




            (viii)              any
inability to litigate any claim against any Obligor in respect of any Pool
          Receivable as a result of such Obligor being immune from civil and commercial
          law and suit on the grounds of sovereignty or otherwise from any legal action,
          suit or proceeding;  




            (ix)              any
Amortization Event;  




Page 37 










            (x)              any
failure of Seller to acquire and maintain legal and equitable title to, and
          ownership of any Pool Receivable, the Related Security and Collections with
          respect thereto from any Gehl Entity, free and clear of any Adverse Claim
(other           than as created under the Transaction Documents or contemplated under
the           Intercreditor Agreement); or any failure of (a) Seller to give reasonably
          equivalent value to Transferor or the Existing Owner under the Receivables
          Purchase and Sale Agreement and the Receivables Sale and Assignment Agreement
in           consideration of the transfer by Transferor or the Existing Owner of any
Pool           Receivable, (b) Transferor to give reasonably equivalent value to
Originator           under the Receivables Sale Agreement in consideration of the
transfer by           Transferor of any Pool Receivable or (c) the Existing Owner to give
reasonably           equivalent value any transferor in consideration of the transfer by
such           transferor of any Pool Receivable, or, in each case, any attempt by any
Person           to void such transfer under statutory provisions or common law or
equitable           action;  




            (xi)              any
failure to vest and maintain vested in the Agent for the benefit of the
          Purchasers, or to transfer to the Agent for the benefit of the Purchasers and
          the Hedge Provider, legal and equitable title to, and ownership of, a first
          priority perfected undivided percentage ownership interest (to the extent of
the           Purchaser Interests contemplated hereunder) or a first priority perfected
          security interest in the Pool Receivables, the Related Security and the
          Collections, free and clear of any Adverse Claim (except as created by the
          Transaction Documents);  




            (xii)              the
failure to have filed, or any delay in filing, financing statements or other
          similar instruments or documents under the UCC of any applicable jurisdiction
or           other applicable laws with respect to any Pool Receivable, the Related
Security           and Collections with respect thereto, and the proceeds of any thereof,
whether           at the time of any Incremental Purchase or Reinvestment or at any
subsequent           time;  




            (xiii)              any
action improperly taken, any omission of any action required to be taken, or
          any other action elected to be taken by Seller or Servicer which reduces or
          impairs the rights of the Agent or the Purchasers with respect to any Pool
          Receivable or the value of any such Pool Receivable;  




            (xiv)              any
attempt by any Person (other than Agent, Arranger or any Purchaser) to void           any
Incremental Purchase or Reinvestment hereunder under statutory provisions or
          common law or equitable action;  




            (xv)              the
failure of the Servicer to retain the original Receivable File for each Pool
          Receivable for the benefit of the Agent, the Purchasers and the Hedge Provider,
          and  




            (xvi)              the
failure of any Pool Receivable included in the calculation of the Net
          Receivables Balance as an Eligible Receivable to be an Eligible Receivable at
          the time so included.  




        (b)    Indemnification
by the Servicer. Without limiting any other rights that           the Agent or any
Purchaser may have hereunder or under applicable law, the           Servicer hereby
agrees to indemnify (and pay upon demand to) each Indemnified           Party for
Indemnified Amounts awarded against or incurred by any of them arising           out of
the Servicer’s activities as Servicer hereunder excluding, however,           in all
of the foregoing instances:  





Page 28 










            (x)              Indemnified
Amounts to the extent a final judgment of a court of competent           jurisdiction
holds that such Indemnified Amounts resulted from gross negligence           or willful
misconduct on the part of the Indemnified Party seeking           indemnification;  




            (y)              Indemnified
Amounts to the extent the same constitutes recourse for or otherwise           includes
losses in respect of Pool Receivables that are uncollectible on account           of the
insolvency, bankruptcy, lack of creditworthiness, or other failure           (without
cause or justification), or inability to perform its obligations on the           part of
the related Obligor; or  




            (z)              (A)
taxes imposed by such Indemnified Party’s jurisdiction of organization,
          operation or management and control, on or measured by the overall net income
or           revenues of such Indemnified Party to the extent the amount of or
computation of           such taxes is consistent with the tax characterization of the
transactions           contemplated by this Agreement as a loan or loans by the
Purchasers to Seller           secured by the Pool Receivables, Collections and Related
Security, (B) any           withholding tax imposed on the payments to any Indemnified
Party to the extent           such taxes are imposed based upon the tax characterization
of the transactions           contemplated by this Agreement as a loan or loans by the
Purchasers to Seller           secured by the Pool Receivables, Collections and Related
Security, and (C) any           tax that would not have been imposed but for the delay or
failure by such           Indemnified Party (following a written request by the Servicer,
except that this           Agreement shall constitute an initial written request by the
Servicer) in           providing to the Seller or the Servicer U.S. IRS Form W-8BEN,
W-8IMY, W-8ECI or           W-8EXP (whichever is applicable) that is required to be
provided by such           Indemnified Party to avoid or reduce such taxes.  




Without limiting the generality of
the foregoing indemnification, but subject to the limitations in clauses (x), (y) and (z)
above, Servicer shall indemnify each Indemnified Party for Indemnified Amounts relating to
or resulting from: 



            (i)              any
representation or warranty made by the Servicer (in its capacity as such)           (or
any officers of the Servicer) under or in connection with this Agreement,           any
other Transaction Document or any other information or report delivered by           any
such Person pursuant hereto or thereto, which shall have been false or
          incorrect when made or deemed made;  




            (ii)              the
failure by the Servicer (in its capacity as such) to comply with any           applicable
law, rule or regulation with respect to any Pool Receivable or           Contract related
thereto;  




            (iii)              any
failure of the Servicer (in its capacity as such) to perform its duties,
          covenants or other obligations in accordance with the provisions of this
          Agreement or any other Transaction Document;  




            (iv)              the
commingling of Collections of Pool Receivables by or under the supervision           of
the Servicer at any time with other funds;  




Page 39 










            (v)              any
investigation, litigation or proceeding related to or arising from this
          Agreement or any other Transaction Document, the transactions contemplated
          hereby, or any other investigation, litigation or proceeding relating to the
          Servicer (in its capacity as such) in which any Indemnified Party becomes
          involved as a result of any of the transactions contemplated hereby;  




            (vi)              any
Servicer Event of Termination;  




            (vii)              any
action improperly taken, any omission of any action required to be taken, or
          any other action elected to be taken by Servicer (in its capacity as such)
which           reduces or impairs the rights of the Agent or the Purchasers with respect
to any           Pool Receivable or the value of any such Pool Receivable;  




            (viii)              the
failure of the Servicer (in its capacity as such) to retain the original
          Receivable File for each Pool Receivable for the benefit of the Agent, the
          Purchasers and the Hedge Provider, and  




            (ix)              the
failure of any Pool Receivable included in the calculation of the Net
          Receivables Balance as an Eligible Receivable to be an Eligible Receivable at
          the time so included.  




        Section
10.2 Increased Cost and Reduced Return.  




        If
after the date hereof, any Funding Source shall be charged any fee, expense or increased
cost on account of the adoption of any applicable law, rule or regulation (including any
applicable law, rule or regulation regarding capital adequacy) or any change therein, 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 with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency (a “Regulatory
Change”) (i) that subjects any Funding Source to any charge or withholding on or
with respect to any Funding Agreement or a Funding Source’s obligations under a
Funding Agreement, or on or with respect to the Pool Receivables, or changes the basis of
taxation of payments to any Funding Source of any amounts payable under any Funding
Agreement (except for changes in the rate of tax on the overall net income or revenue of a
Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or
deems applicable any reserve, assessment, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account of a Funding Source, or
credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes
any other condition the result of which is to increase the cost to a Funding Source of
performing its obligations under a Funding Agreement, or to reduce the rate of return on a
Funding Source’s capital as a consequence of its obligations under a Funding
Agreement, or to reduce the amount of any sum received or receivable by a Funding Source
under a Funding Agreement or to require any payment calculated by reference to the amount
of interests or loans held or interest received by it, then, upon demand by the Agent,
Seller shall pay to the Agent, for the benefit of the relevant Funding Source, such
amounts charged to such Funding Source or such amounts to otherwise reimburse such Funding
Source for the amount of such increased cost or such reduction. 




Page 40 









        Section
10.3 Other Costs and Expenses. Seller shall pay to the Arranger, the Purchasers,
the Agent and Company on demand (i) subject to the terms of that certain engagement
letter agreement dated January 13, 2006 between Gehl and the Arranger, all reasonable
costs and out-of-pocket expenses in connection with the preparation, execution, delivery,
administration of this Agreement, the transactions contemplated hereby and the other
documents to be delivered hereunder and (ii) all costs and out-of-pocket expenses in
connection with the enforcement of this Agreement, the transactions contemplated hereby
and the other documents to be delivered hereunder, including without limitation, (A) the
cost of Company’s auditors auditing the books, records and procedures of Seller, (B)
reasonable fees and out-of-pocket expenses of legal counsel for Company, any Purchaser
and the Agent (which such counsel may be employees of Company, any Purchaser or the
Agent) with respect thereto and with respect to advising Company, any Purchaser and the
Agent as to their respective rights and remedies under this Agreement, (C) the costs and
expenses of the Arranger of the facility contemplated herein, and (D) all costs and
expenses incurred in connection with any amendment or restructuring or workout of this
Agreement or such documents.  




ARTICLE XI 
THE AGENT
AND THE COLLATERAL AGENT  



        Section
11.1 Authorization and Action. Each Purchaser hereby designates and appoints
JPMorgan to act as Agent and as Collateral Agent hereunder and under each other
Transaction Document, and authorizes the Agent and the Collateral Agent to take such
actions as agent on its behalf and to exercise such powers as are delegated to the Agent
or the Collateral Agent by the terms of this Agreement and the other Transaction
Documents together with such powers as are reasonably incidental thereto. The Agent and
the Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth herein or in any other Transaction Document, or any fiduciary
relationship with any Purchaser, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities on the part of the Agent or the Collateral Agent shall
be read into this Agreement or any other Transaction Document or otherwise exist for the
Agent or the Collateral Agent. In performing its functions and duties hereunder and under
the other Transaction Documents, the Agent and the Collateral Agent shall act solely as
agent for the Purchasers and the Hedge Provider (and, in the case of the Collateral
Agent, certain other Persons from time to time party to the Intercreditor Agreement) and
neither the Agent nor the Collateral Agent assumes nor shall be deemed to have assumed
any obligation or relationship of trust or agency with or for Seller or Servicer or any
of such Person’s respective successors or assigns. The Agent and the Collateral
Agent shall not be required to take any action that exposes the Agent or the Collateral
Agent to personal liability or that is contrary to this Agreement, any other Transaction
Document or applicable law. The appointment and authority of the Agent hereunder shall
terminate upon the indefeasible payment in full of all Aggregate Unpaids. The appointment
and authority of the Collateral Agent hereunder shall terminate in accordance with the
terms of the Intercreditor Agreement. Each Purchaser hereby authorizes the Agent to file
each of the Uniform Commercial Code financing statements contemplated by this Agreement
and the other Transaction Documents, on behalf of such Purchaser.  





Page 41 









        Section
11.2 Delegation of Duties. The Agent and the Collateral Agent may execute any of
their duties under this Agreement and each other Transaction Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Neither the Collateral Agent nor the Agent be
responsible for the negligence or misconduct of any agents or attorneys-in-fact selected
by it with reasonable care.  




        Section
11.3 Exculpatory Provisions. None of the Agent, the Collateral Agent or any of
their respective directors, officers, agents or employees shall be (i) liable for any
action lawfully taken or omitted to be taken by it or them under or in connection with
this Agreement or any other Transaction Document (except for its, their or such Person’s
own gross negligence or willful misconduct), or (ii) responsible in any manner to any of
the Purchasers for any recitals, statements, representations or warranties made by Seller
or Servicer contained in this Agreement, any other Transaction Document or any
certificate, report, statement or other document referred to or provided for in, or
received under or in connection with, this Agreement, or any other Transaction Document
or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement, or any other Transaction Document or any other document furnished in
connection herewith or therewith, or for any failure of Seller or Servicer to perform its
obligations hereunder or thereunder, or for the satisfaction of any condition specified
in Article VI, or for the perfection, priority, condition, value or sufficiency of
any collateral pledged in connection herewith. Neither the Agent nor the Collateral Agent
shall be under any obligation to any Purchaser to ascertain or to inquire as to the
observance or performance of any of the agreements or covenants contained in, or
conditions of, this Agreement or any other Transaction Document, or to inspect the
properties, books or records of Seller and the Servicer. The Agent shall not be deemed to
have knowledge of any Amortization Event or Potential Amortization Event unless the Agent
has received notice from Seller or a Purchaser.  




        Section
11.4 Reliance. Each of the Agent and the Collateral Agent shall in all cases be
entitled to rely, and shall be fully protected in relying, upon any document or
conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to Seller), independent accountants and other
experts selected by the Agent or the Collateral Agent. The Agent shall in all cases be
fully justified in failing or refusing to take any action under this Agreement or any
other Transaction Document unless it shall first receive such advice or concurrence of
Company or the Required Financial Institutions or all of the Purchasers, as applicable,
as it deems appropriate and it shall first be indemnified to its satisfaction by the
Purchasers, provided that unless and until the Agent shall have received such
advice, the Agent may take or refrain from taking any action, as the Agent shall deem
advisable and in the best interests of the Purchasers. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, in accordance with a request of
Company or the Required Financial Institutions or all of the Purchasers, as applicable,
and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Purchasers.  




        Section
11.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly
acknowledges that none of the Agent, the Collateral Agent any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Agent or the Collateral Agent
hereafter taken, including, without limitation, any review of the affairs of Seller and
the Servicer, shall be deemed to constitute any representation or warranty by the Agent
or the Collateral Agent. Each Purchaser represents and warrants to the Agent and the
Collateral Agent that it has and will, independently and without reliance upon the Agent
or any other Purchaser and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations,
property, prospects, financial and other conditions and creditworthiness of Seller and
made its own decision to enter into this Agreement, the other Transaction Documents and
all other documents related hereto or thereto.  





Page 42 









        Section
11.6 Reimbursement and Indemnification. The Financial Institutions agree to
reimburse and indemnify the Agent, the Collateral Agent and their respective officers,
directors, employees, representatives and agents ratably according to their Pro Rata
Shares, to the extent not paid or reimbursed by Seller and the Servicer (i) for any
amounts for which the Agent or the Collateral Agent, in its capacity as Agent or
Collateral Agent, is entitled to reimbursement by Seller and the Servicer hereunder or
under any other Transaction Document and (ii) for any other expenses incurred by the
Agent or the Collateral Agent, in its capacity as Agent or Collateral Agent, and acting
on behalf of the Purchasers, in connection with the administration and enforcement of
this Agreement and the other Transaction Documents.  




        Section
11.7 Agent in its Individual Capacity. The Agent, the Collateral Agent and their
respective Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with Seller or any Affiliate of Seller as though such Person were not
the Agent or the Collateral Agent hereunder. With respect to the acquisition of Purchaser
Interests pursuant to this Agreement, the Agent shall have the same rights and powers
under this Agreement in its individual capacity as any Purchaser and may exercise the
same as though it were not the Agent, and the terms “Financial Institution,”“Purchaser,” “Financial
Institutions” and “Purchasers” shall include the Agent in its
individual capacity.  




        Section
11.8 Successor Agent. The Agent may, upon five days’ notice to Seller and the
Purchasers, and the Agent will, upon the direction of all of the Purchasers (other than
the Agent, in its individual capacity) resign as Agent. If the Agent shall resign, then
the Required Financial Institutions during such five-day period shall appoint from among
the Purchasers a successor agent. If for any reason no successor Agent is appointed by
the Required Financial Institutions during such five-day period, then effective upon the
termination of such five day period, the Purchasers shall perform all of the duties of
the Agent hereunder and under the other Transaction Documents and Seller and the Servicer
(as applicable) shall make all payments in respect of the Aggregate Unpaids directly to
the applicable Purchasers and for all purposes shall deal directly with the Purchasers.
After the effectiveness of any retiring Agent’s resignation hereunder as Agent, the
retiring Agent shall be discharged from its duties and obligations hereunder and under
the other Transaction Documents and the provisions of this Article XI and Article
X shall continue in effect for its benefit with respect to any actions taken or
omitted to be taken by it while it was Agent under this Agreement and under the other
Transaction Documents. The appointment of a new Collateral Agent shall be governed by the
terms of the Intercreditor Agreement.  





Page 43 









ARTICLE XII

ASSIGNMENTS; PARTICIPATIONS  



        Section
12.1 Assignments. (a) Seller and each Financial Institution hereby agree and
consent to the complete or partial assignment by Company of all or any portion of its
rights under, interest in, title to and obligations under this Agreement to the Funding
Sources pursuant to a Liquidity Agreement or to any other Person, and upon such
assignment, Company shall be released from its obligations so assigned. Notwithstanding
anything herein to the contrary, so long as no Amortization Event or Potential
Amortization Event has occurred and is continuing, each such assignee of Company shall be
subject to approval by Seller, which approval shall not be unreasonably withheld or
delayed; provided, that assignments by the Company (1) pursuant to any Liquidity
Agreement, (2) to any Person administered or managed by the Agent whose primary business
is participating in securitizations and similar financial transactions or (3) to any
Affiliate of the Agent, shall not be subject to the consent of Seller. Further, Seller
and each Financial Institution hereby agree that any assignee of Company of this
Agreement or all or any of the Purchaser Interests of Company shall have all of the
rights and benefits under this Agreement as if the term “Company” explicitly
referred to such party, and no such assignment shall in any way impair the rights and
benefits of Company hereunder. Neither Seller nor the Servicer shall have the right to
assign its rights or obligations under this Agreement.  




        (b)              Any
Financial Institution may at any time and from time to time assign to one or
          more Persons (“Purchasing Financial Institutions”) all or any
          part of its rights and obligations under this Agreement pursuant to an
          assignment agreement, substantially in the form set forth in Exhibit VII          hereto
(the “Assignment Agreement”) executed by such Purchasing
          Financial Institution and such selling Financial Institution. The consent of
          Company shall be required prior to the effectiveness of any such assignment.
          Each assignee of a Financial Institution must (i) have a short-term debt rating
          of A-1 or better by S&P and P-1 by Moody’s and (ii) agree to deliver
to           the Agent, promptly following any request therefor by the Agent or Company,
an           enforceability opinion in form and substance satisfactory to the Agent and
          Company. Upon delivery of the executed Assignment Agreement to the Agent, such
          selling Financial Institution shall be released from its obligations hereunder
          to the extent of such assignment. Thereafter the Purchasing Financial
          Institution shall for all purposes be a Financial Institution party to this
          Agreement and shall have all the rights and obligations of a Financial
          Institution under this Agreement to the same extent as if it were an original
          party hereto and no further consent or action by Seller, the Purchasers or the
          Agent shall be required.  




        (c)              Each
of the Financial Institutions agrees that in the event that it shall cease           to
have a short-term debt rating of A-1 or better by S&P and P-1 by           Moody’s
(an “Affected Financial Institution”), such           Affected Financial
Institution shall be obliged, at the request of Company or           the Agent, to assign
all of its rights and obligations hereunder to (x) another           Financial
Institution or (y) another funding entity nominated by the Agent and           acceptable
to Company, and willing to participate in this Agreement through the           Liquidity
Termination Date in the place of such Affected Financial Institution; provided that
the Affected Financial Institution receives payment in           full, pursuant to an
Assignment Agreement, of an amount equal to such Financial           Institution’s
Pro Rata Share of the Aggregate Capital and Yield owing to           the Financial
Institutions and all accrued but unpaid fees and other costs and           expenses
payable in respect of its Pro Rata Share of the Purchaser Interests of           the
Financial Institutions.  





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        Section
12.2 Participations. Any Financial Institution may, in the ordinary course of its
business at any time sell to one or more Persons (each a “Participant”)
participating interests in its Pro Rata Share of the Purchaser Interests of the Financial
Institutions or any other interest of such Financial Institution hereunder.
Notwithstanding any such sale by a Financial Institution of a participating interest to a
Participant, such Financial Institution’s rights and obligations under this
Agreement shall remain unchanged, such Financial Institution shall remain solely
responsible for the performance of its obligations hereunder, and Seller, Company and the
Agent shall continue to deal solely and directly with such Financial Institution in
connection with such Financial Institution’s rights and obligations under this
Agreement. Each Financial Institution agrees that any agreement between such Financial
Institution and any such Participant in respect of such participating interest shall not
restrict such Financial Institution’s right to agree to any amendment, supplement,
waiver or modification to this Agreement, except for any amendment, supplement, waiver or
modification described in Section 13.1(b)(i).  




        Section
12.3 Terminating Financial Institutions.  




        (a)              Each
Financial Institution hereby agrees to deliver written notice to the Agent           and
Seller not more than 30 Business Days and not less than 5 Business Days           prior
to the Liquidity Termination Date indicating whether such Financial           Institution
intends to renew its Commitment hereunder. If any Financial           Institution fails
to deliver such notice on or prior to the date that is 5           Business Days prior to
the Liquidity Termination Date, such Financial           Institution will be deemed to
have declined to renew its Commitment (each           Financial Institution which has
declined or has been deemed to have declined to           renew its Commitment hereunder,
a “Non-Renewing Financial           Institution”). The Agent shall
promptly notify Company and Seller of           each Non-Renewing Financial Institution
and Company, with the consent of the           Seller, may to the extent of Commitment
Availability, declare that such           Non-Renewing Financial Institution’s
Commitment shall, to such extent,           automatically terminate on a date specified
by Company on or before the           Liquidity Termination Date. In addition, Company
may, with the consent of the           Seller, at any time to the extent of Commitment
Availability, declare that any           Affected Financial Institution’s Commitment
shall automatically terminate           on a date specified by Company (each Affected
Financial Institution or each           Non-Renewing Financial Institution is hereinafter
referred to as a           “Terminating Financial Institution”).  




            (i)              Upon
reduction to zero of the Capital of all of the Purchaser Interests of a
          Terminating Financial Institution (after application of Collections thereto
          pursuant to Sections 2.2, 2.3 and 2.4) all rights and
          obligations of such Terminating Financial Institution hereunder shall be
          terminated and such Terminating Financial Institution shall no longer be a
          “Financial Institution” hereunder; provided, however, that the
          provisions of Article X shall continue in effect for its benefit with
          respect to Purchaser Interests held by such Terminating Financial Institution
          prior to its termination as a Financial Institution.  




Page 45 










ARTICLE XIII

MISCELLANEOUS  



        Section
13.1 Waivers and Amendments. (a) No failure or delay on the part of the Agent or
any Purchaser in exercising any power, right or remedy under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or
remedy preclude any other further exercise thereof or the exercise of any other power,
right or remedy. The rights and remedies herein provided shall be cumulative and
nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement
shall be effective only in the specific instance and for the specific purpose for which
given.  




        (b)              No
provision of this Agreement may be amended, supplemented, modified or waived
          except in writing in accordance with the provisions of this Section
          13.1(b). Company, Seller and, at the direction of the Required Financial
          Institutions, the Agent, may enter into written modifications or waivers of any
          provisions of this Agreement, provided, however, that no such
          modification or waiver shall:  




            (i)              without
the consent of each affected Purchaser, (A) extend the Liquidity           Termination
Date or the date of any payment or deposit of Collections by Seller           or the
Servicer, (B) reduce the rate or extend the time of payment of Yield or           any CP
Costs (or any component of Yield or CP Costs), (C) reduce any fee payable           to
the Agent for the benefit of the Purchasers, (D) except pursuant to Article XII hereof,
change the amount of the Capital of any Purchaser,           any Financial Institution’s
Pro Rata Share or any Financial           Institution’s Commitment, (E) amend,
modify or waive any provision of the           definition of Required Financial
Institutions or this Section 13.1(b),           (F) consent to or permit the
assignment or transfer by Seller of any of its           rights and obligations under
this Agreement, (G) change the definition of           “Eligible Receivable”,
“Receivable”,           “Pool Receivable”, “Excess
Concentration           Amount”, “Warranty Reserve Amount” or
          “Enhancement Amount” or (H) amend or modify any defined term
          (or any defined term used directly or indirectly in such defined term) used in
          clauses (A) through (G) above in a manner that would circumvent the intention
of           the restrictions set forth in such clauses;  




            (ii)              without
the written consent of the then Agent, amend, modify or waive any           provision of
this Agreement if the effect thereof is to affect the rights or           duties of the
Agent;  




            (iii)              without
the consent of the Hedge Provider, (A) amend Section 2.2 in a way           which
materially and adversely effects the interests of the Hedge Provider, (B)           amend
Section 2.3 in a way which materially and adversely effects the
          interests of the Hedge Provider, (C) amend Section 2.4 in a way which
          materially and adversely effects the interests of the Hedge Provider, (D) amend
Section 13.14(b) in a way which materially and adversely effects the
          interests of the Hedge Provider or (E) amend or modify any defined term (or any
          defined term used directly or indirectly in such defined term) used in clauses
          (A) through (D) above in a manner that would circumvent the intention of the
          restrictions set forth in such clauses; or  




Page 46 










            (iv)              without
the written consent of the then Servicer, amend, modify or waive any           provision
of this Agreement if the effect thereof is to affect the rights or           duties of
the Servicer.  




Notwithstanding the foregoing, (i)
without the consent of the Financial Institutions, but with the consent of Seller, the
Agent may amend this Agreement solely to add additional Persons as Financial Institutions
hereunder and (ii) the Agent, the Required Financial Institutions and Company may enter
into amendments to modify any of the terms or provisions of Article XI, Article
XII or Section 13.13 without the consent of Seller, provided that such
amendment has no negative impact upon Seller. Any modification or waiver made in
accordance with this Section 13.1 shall apply to each of the Purchasers equally and
shall be binding upon Seller, the Purchasers and the Agent. 



        Section
13.2 Notices. Except as provided in this Section 13.2, all communications
and notices provided for hereunder shall be in writing (including bank wire, telecopy or
electronic facsimile transmission or similar writing) and shall be given to the other
parties hereto at their respective addresses or telecopy numbers set forth on the
signature pages hereof or at such other address or telecopy number as such Person may
hereafter specify for the purpose of notice to each of the other parties hereto. Each
such notice or other communication shall be effective (i) if given by telecopy, upon the
receipt thereof, (ii) if given by mail, three (3) Business Days after the time such
communication is deposited in the mail with first class postage prepaid or (iii) if given
by any other means, when received at the address specified in this Section 13.2.
Seller hereby authorizes the Agent to effect purchases and Tranche Period and Discount
Rate selections based on telephonic notices made by any Person whom the Agent in good
faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the
Agent a written confirmation of each telephonic notice signed by an Authorized Officer of
Seller; provided, however, the absence of such confirmation shall not
affect the validity of such notice. If the written confirmation differs from the action
taken by the Agent, the records of the Agent shall govern absent manifest error.  




        Section
13.3 Ratable Payments. If any Purchaser, whether by setoff or otherwise, has
payment made to it with respect to any portion of the Aggregate Unpaids owing to such
Purchaser (other than payments received pursuant to Section 10.2 or 10.3)
in a greater proportion than that received by any other Purchaser entitled to receive a
ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to
purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held
by the other Purchasers so that after such purchase each Purchaser will hold its ratable
proportion of such Aggregate Unpaids; provided that if all or any portion of such excess
amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without interest.  




        Section
13.4 Protection of Ownership Interests.  




        (a)              Seller
agrees that from time to time, at its expense, it will promptly execute           and
deliver all instruments and documents, and take all actions, that may be
          necessary or desirable, or that the Agent may reasonably request, to perfect,
          protect or more fully evidence the Purchaser Interests, or to enable the Agent
          or the Purchasers to exercise and enforce their rights and remedies hereunder.
          At any time during which an Amortization Event shall have occurred and be
          continuing, the Agent may, or the Agent may direct Seller or the Servicer to,
          notify the Obligors of Pool Receivables, at Seller’s expense, of the
          ownership or security interests of the Purchasers under this Agreement and may
          also direct that payments of all amounts due or that become due under any or
all           Pool Receivables be made directly to the Agent or its designee. Seller or
the           Servicer (as applicable) shall, at any Purchaser’s request, withhold
the           identity of such Purchaser in any such notification.  





Page 47 









        (b)              If
Seller or Servicer fails to perform any of its obligations hereunder, the           Agent
or any Purchaser may (but shall not be required to) perform, or cause
          performance of, such obligations, and the Agent’s or such Purchaser’s
          costs and expenses incurred in connection therewith shall be payable by Seller
          as provided in Section 10.3. Seller irrevocably authorizes the Agent at
          any time and from time to time in the sole discretion of the Agent, and
appoints           the Agent as its attorney-in-fact, to act on behalf of Seller (i)
within the           meaning of Section 9-509 of any applicable enactment of the UCC, as
secured           party for the benefit of itself and of the Purchasers, to file against
the           Originator, the Existing Owner, the Transferor and the Seller, as debtors,
the           UCC financing statements contemplated herein and under the Sale Agreements
(ii)           to file financing statements necessary or desirable in the Agent’s
sole           discretion to perfect and to maintain the perfection and priority of the
          interest of the Purchasers in the Pool Receivables, the Collections and the
          Related Security and (iii) to file a carbon, photographic or other reproduction
          of this Agreement or any financing statement with respect to the Pool
          Receivables, the Collections and the Related Security as a financing statement
          in such offices as the Agent in its sole discretion deems necessary or
desirable           to perfect and to maintain the perfection and priority of the
interests of the           Purchasers in the Pool Receivables, the Collections and the
Related Security.           This appointment is coupled with an interest and is
irrevocable.  




        Section
13.5 Confidentiality. Each party hereto shall maintain and shall cause each of its
employees and officers to maintain the confidentiality of this Agreement and the other
confidential or proprietary information with respect to the other parties hereto and
their respective businesses obtained by it or them in connection with the structuring,
negotiating and execution of the transactions contemplated herein, except that
Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors
to the extent any such Person has a need to know such Information (it being understood
that the Persons to whom such disclosure is made will first be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority (including
any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Transaction
Document or any suit, action or proceeding relating to this Agreement or any other
Transaction Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this section, to
(A) any assignee of or participant in, or any prospective assignee of or participant
in, any of its rights or obligations under this Agreement or (B) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating
to any Gehl Entity and its obligations, (g) with the prior written consent of Gehl
(in the case of any Information relating to the business or operation of any Gehl Entity)
or the Agent (in the case of any Information relating to the Agent, the Company or the
other Purchasers or the commercial or pricing terms hereof), (h) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Section or (B) becomes available to the parties hereto on a non-confidential
basis from a source other than a Gehl Entity or any of their directors, officers,
employees or agents, including accountants, legal counsel and other advisors, or (i) by
the Agent, the Company or the Arranger to any rating agency, Commercial Paper dealer or
provider of a surety, guaranty or credit or liquidity enhancement to Company and to any
officers, directors, employees, outside accountants and attorneys of any of the foregoing
(it being understood that the Persons to whom such disclosure is made will first be
informed of the confidential nature of such Information and instructed to keep such
Information confidential). For purposes of this Section, “Information” means
all information received from a Gehl Entity relating to a Gehl Entity or any of their
respective businesses, other than any such information that is available to the parties
hereto on a non-confidential basis prior to disclosure by a Gehl Entity, provided that,
in the case of information received from a Gehl Entity after the date hereof, such
information is clearly identified at the time of delivery as confidential.  




Page 48 










        Section
13.6 Bankruptcy Petition. Seller, the Servicer, the Agent and each Financial
Institution hereby covenants and agrees that, prior to the date that is one year and one
day after the payment in full of all outstanding senior indebtedness of Company, it will
not institute against, or join any other Person in instituting against, Company, Seller,
Transferor, the Existing Owner or Gehl Receivables LLC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding under the
laws of the United States or any state of the United States. The provisions of this Section
13.6 shall survive termination of this Agreement.  




        Section
13.7 Limitation of Liability. No claim may be made by any Person against Seller,
Servicer, Company, the Agent or any Financial Institution or their respective Affiliates,
directors, officers, employees, attorneys or agents for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the transactions contemplated by
this Agreement, or any act, omission or event occurring in connection therewith; and each
of Seller and the Servicer hereby waives, releases, and agrees not to sue upon any claim
for any such special, indirect, consequential or punitive damages, whether or not accrued
and whether or not known or suspected to exist in its favor.  




        Section
13.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.  




        Section
13.9 CONSENT TO JURISDICTION. EACH OF SELLER AND SERVICER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS
AGREEMENT AND EACH OF SELLER AND SERVICER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING
PROCEEDINGS AGAINST SELLER OR SERVICER IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY SELLER OR SERVICER AGAINST THE AGENT OR ANY PURCHASER OR ANY
AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT
EXECUTED BY SELLER OR SERVICER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A
COURT IN NEW YORK, NEW YORK.  




Page 49 










        Section
13.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT, ANY DOCUMENT EXECUTED BY SELLER OR SERVICER PURSUANT TO THIS AGREEMENT OR
THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.  




        Section
13.11     Integration; Binding Effect; Survival of Terms. 




        (a)              This
Agreement and each other Transaction Document contain the 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 prior
          oral or written understandings except those expressly referenced herein.  




        (b)              This
Agreement shall be binding upon and inure to the benefit of the parties           hereto
and their respective successors and permitted assigns (including any           trustee in
bankruptcy). This Agreement shall create and constitute the           continuing
obligations of the parties hereto in accordance with its terms and           shall remain
in full force and effect until terminated in accordance with its           terms; provided,
however, that the rights and remedies with           respect to (i) any breach of
any representation and warranty made by Seller or           Servicer pursuant to Article
V, (ii) the indemnification and payment           provisions of Article X, and
Sections 13.5 and 13.6 shall           be continuing and shall survive any
termination of this Agreement.  




        Section
13.12 Counterparts; Severability; Section References. This Agreement may be
executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same Agreement. Any provisions of
this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. Unless otherwise expressly indicated, all references
herein to “Article,” “Section,” “Schedule” or “Exhibit”shall
mean articles and sections of, and schedules and exhibits to, this Agreement.  




Page 50 










        Section
13.13 JPMorgan Roles. Each of the Financial Institutions acknowledges that
JPMorgan acts, or may in the future act, (i) as administrative agent for Company or any
Financial Institution, (ii) as issuing and paying agent for the Commercial Paper, (iii)
to provide credit or liquidity enhancement for the timely payment for the Commercial
Paper and (iv) to provide other services from time to time for Company or any Financial
Institution (collectively, the “JPMorgan Roles”). Without limiting the
generality of this Section 13.13, each Financial Institution hereby acknowledges
and consents to any and all JPMorgan Roles and agrees that in connection with any
JPMorgan Role, JPMorgan may take, or refrain from taking, any action that it, in its
discretion, deems appropriate, including, without limitation, in its role as
administrative agent for Company, and the giving of notice to the Agent of a mandatory
purchase pursuant to a Liquidity Agreement.  




        Section
13.14 Characterization. (a) It is the intention of the parties hereto that each
purchase hereunder shall constitute and be treated as an absolute and irrevocable sale,
which purchase shall provide the applicable Purchaser with the full benefits of ownership
of the applicable Purchaser Interest. Except as specifically provided in this Agreement,
each sale of a Purchaser Interest hereunder is made without recourse to Seller or
Servicer; provided, however, that (i) Seller shall be liable to (A) each
Purchaser and the Agent for all representations, warranties, covenants and indemnities
made by Seller pursuant to the terms of this Agreement and (B) the Agent, the Purchasers
and the Servicer for the items described in Section 2.1 of this Agreement, (ii)
Servicer shall be liable to each Purchaser and the Agent for all representations,
warranties, covenants and indemnities made by Servicer pursuant to the terms of this
Agreement and (iii) such sale does not constitute and is not intended to result in an
assumption by any Purchaser or the Agent or any assignee thereof of any obligation of any
Gehl Entity or any other Person arising in connection with the Pool Receivables, the
Related Security, or the related Contracts, or any other obligations of any Gehl Entity.
Each such transfer of a Purchaser Interest in a Pool Receivable shall occur automatically
upon the listing of such Pool Receivable on the Schedule of Receivables without the need
for any further action by any Person.  




        (b)              Effective
on the date hereof, in consideration for the Purchase Price and upon           the terms
and subject to the conditions set forth herein, Seller does hereby           sell,
assign, transfer, set-over and otherwise convey to Agent, for the benefit           of
the Purchasers and the Hedge Provider, without recourse (except to the extent
          expressly provided herein), and the Agent, for the benefit of the Purchasers
and           the Hedge Provider, does hereby purchase from Seller, Purchaser Interests
in (i)           the Receivables set forth on the Schedule of Receivables, which are all
Pool           Receivables existing as of the close of business on the Business Day
immediately           prior to the date hereof and (ii) the Pool Receivables that shall
be, from time           to time, be added to or listed on the Schedule of Receivables,
which are           intended to be all Pool Receivables thereafter arising, together, in
each case,           with all Related Security relating thereto and all Collections
thereon.  




Page 51 










        (c)              In
addition to any ownership interest which the Agent and the Purchasers may           from
time to time acquire pursuant hereto, Seller hereby grants to (i) the Agent           for
the ratable benefit of the Purchasers and the Hedge Provider a valid and
          perfected security interest in all of Seller’s right, title and interest
          in, to and under all Pool Receivables now existing or hereafter arising, the
          Collections, the Collection Account, all Related Security, all other rights and
          payments relating to such Pool Receivables, and all proceeds of any thereof
          prior to all other liens on and security interests therein to secure the prompt
          and complete payment of the Aggregate Unpaids and (ii) the Collateral Agent for
          the ratable benefit of the Agent, the Purchasers and the Hedge Provider a valid
          and perfected security interest in all of Seller’s right, title and
          interest in, to and under the Lockbox, the Lockbox Account, and all proceeds of
          any thereof prior to all other liens on and security interests therein to
secure           the prompt and complete payment of the Aggregate Unpaids. The Collateral
Agent,           the Agent, the Purchasers and the Hedge Provider, as applicable, shall
have, in           addition to the rights and remedies that they may have under this
Agreement, all           other rights and remedies provided to a secured creditor under
the UCC and other           applicable law, which rights and remedies shall be
cumulative.  




        (d)              If,
notwithstanding the intention of the parties expressed above, any sale or
          transfer by Seller hereunder shall be characterized as a secured loan and not a
          sale or such sale shall for any reason be ineffective or unenforceable (any of
          the foregoing being a “Recharacterization”) , then this
          Agreement shall be deemed to constitute a security agreement under the UCC and
          other applicable law. In the case of any Recharacterization, the Seller
          represents and warrants that each remittance of Collections to the Agent or the
          Purchasers hereunder will have been (i) in payment of a debt incurred in the
          ordinary course of business or financial affairs and (ii) made in the ordinary
          course of business or financial affairs.  




        (e)              The
parties hereto have structured this Agreement and the related documents with
          the intention that the transaction as a whole be treated, solely for federal
          income tax purposes, as a financing. Each party agrees to treat the transaction
          as a financing for federal income tax purposes.  




        Section
13.15 Limited Recourse. Notwithstanding anything to the contrary contained herein,
the obligations of the Company under this Agreement are solely the obligations of the
Company and, in the case of obligations of the Company other than Commercial Paper, shall
be payable at such time as funds are received by or are available to the Company in
excess of funds necessary to pay in full all outstanding Commercial Paper and, to the
extent funds are not available to pay such obligations, the claims relating thereto shall
not constitute a claim against the Company but shall continue to accrue. Each party
hereto agrees that the payment of any claim (as defined in the Federal Bankruptcy Code)
of any such party as against the Company shall be subordinated to the payment in full of
all Commercial Paper.  




[SIGNATURE PAGES FOLLOW] 








Page 52 











        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly Authorized Officers as of the date hereof. 



		
		GEHL FUNDING II, LLC,
		as Seller
	

 	By:  /s/ James J. Monnat
		Name:  James J. Monnat
		Title:  Treasurer
	
 	Address:  Gehl Funding II, LLC
		                   143 Water Street
		                   West Bend, WI 53095
	

 	GEHL COMPANY,
		as initial Servicer
	

 	By:  /s/ James J. Monnat
		Name:  James J. Monnat
		Title:  Treasurer
	
 	Address:  Gehl Company
		                   143 Water Street
		                   West Bend, WI 53095




















Signature Page to
Receivables Purchase Agreement                                            
Gehl Funding
II, LLC 

















		
		PARK AVENUE RECEIVABLES COMPANY, LLC,
		        as Company
	
 	By:  JPMorgan Chase Bank, N.A., its
		        attorney-in-fact
	

 	    By:  /s/ Ronald J. Atkins
		    Name:  Ronald J. Atkins
		    Title:  Vice President
	
 	Address:  Park Avenue Receivables Company, LLC
		                  c/o JPMorgan Chase Bank, N.A.
		                  Chase Tower
		                  10 South Dearborn Street
		                  Chicago, IL 60670
	

 	JPMORGAN CHASE BANK, N.A., as a
		        Financial Institution and as Agent
	

 	    By:  /s/ Ronald J. Atkins
		    Name:  Ronald J. Atkins
		    Title:  Vice President
	
 	Address:  JPMorgan Chase Bank, N.A.
		                   Chase Tower
		                   10 South Dearborn Street
		                   Chicago, IL 60670





















Signature Page to
Receivables Purchase Agreement                                            
Gehl Funding
II, LLC 














EXHIBIT I 



DEFINITIONS 



        As
used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms
defined): 



        “Accrual
Period” means each calendar month, provided that the initial Accrual Period
hereunder means the period from (and including) the date of the initial purchase hereunder
to (and including) the last day of the calendar month thereafter. 



        “Adverse
Claim” means a lien, security interest, charge or encumbrance, or other right or
claim in, of or on any Person’s assets or properties in favor of any other Person. 



        “Affected
Financial Institution” has the meaning specified in Section 12.1(c). 



        “Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such Person or any
Subsidiary of such Person. A Person shall be deemed to control another Person if the
controlling Person owns 10% or more of any class of voting securities of the controlled
Person or possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership of stock,
by contract or otherwise. 



        “Agent”
has the meaning set forth in the preamble to this Agreement. 



        “Agent
Account” shall mean the following account: 




	 	
JPMorgan
Chase Bank, N.A.                   
ABA # : 021000021                   
Account #:
645475302                   
Account Name:  Park Avenue Receivables Company, LLC
                  
Ref:  Gehl Funding II, LLC 








        “Aggregate
Capital” means, on any date of determination, the aggregate amount of Capital of
all Purchaser Interests of all Purchasers outstanding on such date. 



        “Aggregate
Reduction” has the meaning specified in Section 1.3. 



        “Aggregate Unpaids”
means, at any time, an amount equal to the sum of all Aggregate Capital, all amounts owing
by Seller to the Hedge Provider under the Hedge Agreement (whether due or accrued and
including, without limitation, all Hedge Breakage Costs, Hedge Indemnities and Hedge
Provider Scheduled Payments) all other unpaid Obligations (whether due or accrued) at such
time. 



        “Agreement”
means this Receivables Purchase Agreement, as it may be amended, supplemental or modified
and in effect from time to time. 



1 










        “Amortization
Date” means the earliest to occur of (i) the Business Day immediately prior to
the occurrence of an event of the type set forth in Section 9.1(f) with respect to
any Gehl Entity or the Hedge Provider, (ii) the Business Day specified in a written notice
from the Agent following the occurrence of any other Amortization Event, (iii) the date
which is 30 Business Days after the Agent’s receipt of written notice from Seller
that it wishes to terminate the facility evidenced by this Agreement, and (iv) the
Facility Termination Date. 



        “Amortization
Event” has the meaning specified in Article IX. 



        “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, insurance, and 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
LIBO Margin” means the sum of (i) 0.25% and (ii) the following percentages per
annum, based upon the Total Capitalization Ratio (as defined in Schedule C hereto)
set forth in the most recent Compliance Certificate received by the Agent pursuant to
Section 7.1(a): 







	Pricing

Level
	Total Capitalization Ratio
	Percentages

	
IV	›.40 to 1.00	1.50
	
III	›.30 to 1.00 but	1.25
		‹ .40 to 1.00
	
II	›.20 to 1.00 but	1.00
		‹ .30 to 1.00
	
I	‹ .20 to 1.00	0.75







        Any
increase or decrease in the Applicable LIBO Margin resulting from a change in the Total
Capitalization Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section
7.1(a); provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing Level IV shall apply as
of the first Business Day after the date on which such Compliance Certificate was required
to have been delivered and shall remain in effect until the first Business Day after the
date on which such Compliance Certificate is actually delivered (at which point, for the
avoidance of doubt, the Applicable LIBO Margin, the Used Fee Rate and Unused Fee Rate will
be determined based upon the Total Capitalization Ratio reflected in such delivered
Compliance Certificate). The Applicable LIBO Rate shall be determined based upon Pricing
Level II beginning on the date of this Agreement and continuing through the date on which
the Agent shall have received a Compliance Certificate pursuant to Section 7.1(a). 




2 









        “Arranger”
means J.P. Morgan Securities Inc., in its individual capacity and its successors. 



        “Assignment
Agreement” has the meaning set forth in Section 12.1(b). 



        “Authorized Officer”
means, with respect to any Person, its chief executive officer, chief operating officer,
president, corporate controller, treasurer, chief financial officer, general counsel, any
assistant treasurer or any vice-president. 



        “Balloon
Payment Receivable” means any Receivable having substantially equal monthly
Scheduled Receivable Payments with the exception of the final Scheduled Receivables
Payment. 



        “Broken
Funding Costs” means for any Purchaser Interest which: (i) has its Capital
reduced without compliance by Seller with the notice requirements hereunder or (ii) does
not become subject to an Aggregate Reduction following the delivery of any Reduction
Notice or (iii) is assigned pursuant to a Liquidity Agreement or terminated prior to the
date on which it was originally scheduled to end; an amount equal to the excess, if any,
of (A) the CP Costs or Yield (as applicable), that would have accrued during the remainder
of the Tranche Periods or the tranche periods for Commercial Paper determined by the Agent
to relate to such Purchaser Interest (as applicable) subsequent to the date of such
reduction, assignment or termination (or in respect of clause (ii) above, the date such
Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the
Capital of such Purchaser Interest if such reduction, assignment or termination had not
occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the
extent all or a portion of such Capital is allocated to another Purchaser Interest, the
amount of CP Costs or Yield actually accrued during the remainder of such period on such
Capital for the new Purchaser Interest, and (y) to the extent such Capital is not
allocated to another Purchaser Interest, the income, if any, actually received during the
remainder of such period by the holder of such Purchaser Interest from investing the
portion of such Capital not so allocated. In the event that the amount referred to in
clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or
Purchasers agree to pay to Seller the amount of such excess. All Broken Funding Costs
shall be due and payable hereunder upon demand. 



        “Business
Day” means any day on which banks are not authorized or required to close in New
York, New York or Chicago, Illinois and The Depository Trust Company of New York is open
for business, and, if the applicable Business Day relates to any computation or payment to
be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are
carried on in the London interbank market. 



        “Capital”
means, with respect to any Purchaser Interest, as of any date of determination, (A) the
Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate
amount of Collections, Deemed Collections and other payments received by the Agent which
in each case are applied to reduce such Capital in accordance with the terms and
conditions of this Agreement; provided, that such Capital shall be restored (in
accordance with Section 2.5) in the amount of any Collections or other payments so
received and applied if at any time the distribution of such Collections or payments are
rescinded, returned or refunded for any reason. 




3 









        “Change
of Control” means any of the following (i) the acquisition by any Person, or two
or more Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934)
of an amount greater than or equal to the 30% of the outstanding shares of voting stock of
Gehl or (ii) the failure at any time of Seller or Transferor to be a direct or indirect
wholly-owned Subsidiary of Gehl. 



        “Charged-Off/Non-Accrual
Receivable” means a Receivable: (i) as to which the Obligor thereof has taken any
action of the type described in, or suffered any, Insolvency Event; (ii) as to which the
Obligor thereof, if a natural person, is deceased, (iii) which, consistent with the Credit
and Collection Policy, would be written off Seller’s books as uncollectible, (iv)
which has been identified by Seller as uncollectible, (v) which has been transferred to
non-accrual status or (vi) of which any foreclosure remedies have been pursued with
respect to the related Financed Equipment; provided, that, upon any cure of any
default or other event described in this definition, such Receivable shall cease to be a
“Charged-Off/Non-Accrual Receivable” hereunder. 



        “Charter
Documents” means (i) with respect to any corporation, the certificate or articles
of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non U.S. jurisdiction); (ii) with respect to any limited liability company,
the certificate or articles of formation or organization and operating agreement; and
(iii) with respect to any partnership, joint venture, trust or other form of business
entity, the partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect thereto filed in
connection with its formation or organization with the applicable Governmental Authority
in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such entity. 



        “Collateral
Agent” means JPMorgan, as Collateral Agent under the Intercreditor Agreement and
any successor thereto in such capacity. 



        “Collection
Account” means the account no. 00391-61397 maintained with the Collection Account
Bank in the name of the Seller or such other account that is subject to an account control
agreement acceptable to the Agent. 



        “Collection
Account Control Agreement” means (i) the Account Control Agreement dated the date
hereof by and among Seller, the Servicer, the Collection Account Bank and the Agent as
such agreement may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof or (ii) any other account control agreement with respect
to the Collection Account acceptable to the Agent. 



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




4 









        “Collection
Notice” means (i) a “Notice” (as such term is defined in the
Intercreditor Agreement) or (ii) a notice in the form of Exhibit A to the Collection
Account Agreement. 



        “Collections”
means, with respect to any Pool Receivable, all cash collections and other cash proceeds
in respect of such Pool Receivable, including, without limitation, all yield, Finance
Charges or other related amounts accruing in respect thereof, all cash proceeds of Related
Security with respect to such Pool Receivable and any payments made by the Hedge Provider
to the Seller under the Hedge Agreement and all amounts paid by Seller, Originator,
Existing Owner or Transferor as Deemed Collections or otherwise in connection with the
repurchase of a Pool Receivable. 



        “Commercial
Paper” means promissory notes of Company issued by Company in the commercial
paper market. 



        “Commitment”
means, for each Financial Institution, the commitment of such Financial Institution to
purchase Purchaser Interests from Seller in the aggregate amount set forth opposite such
Financial Institution’s name on Schedule A to this Agreement, as such amount
may be modified in accordance with the terms hereof. 



        “Commitment
Availability” means at any time the positive difference (if any) between (i) an
amount equal to the aggregate amount of the Commitments minus (ii) the Aggregate
Capital at such time. 



        “Company”
has the meaning set forth in the preamble to this Agreement. 



        “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or provide
funds for the payment of, or otherwise becomes or is contingently liable upon, the
obligation or liability of any other Person, or agrees to maintain the net worth or
working capital or other financial condition of any other Person, or otherwise assures any
creditor of such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract or application for a letter of credit. 



        “Contract”
means, with respect to any Receivable, a retail installment sale contract or installment
promissory note or security agreement in substantially the form set forth as Exhibit
XI hereto. 



        “CP
Costs” means, for each day, the sum of (i) discount or yield accrued on Pooled
Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of
placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred,
in respect of such Pooled Commercial Paper for such day, plus (iii) other costs incurred
in connection with funding small or odd-lot amounts with respect to all receivable
purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv)
any accrual of income net of expenses received on such day from investment of collections
received under all receivable purchase facilities funded substantially with Pooled
Commercial Paper, minus (v) any payment received on such day net of expenses in respect of
Broken Funding Costs related to the prepayment of any purchaser interest of Company
pursuant to the terms of any receivable purchase facilities funded substantially with
Pooled Commercial Paper. In addition to the foregoing costs, if Seller shall request any
Incremental Purchase during any period of time determined by the Agent in its sole
discretion to result in incrementally higher CP Costs applicable to such Incremental
Purchase, the Capital associated with any such Incremental Purchase shall, during such
period, be deemed to be funded by Company in a special pool (which may include capital
associated with other receivable purchase facilities) for purposes of determining such
additional CP Costs applicable only to such special pool and charged each day during such
period against such Capital. Notwithstanding the foregoing, at all times following the
occurrence and during the continuance of an Amortization Event, CP Costs shall be
calculated based on clause (ii) of the definition of Default Fee. 




5 









        “Credit
Agreement” means that certain Credit Agreement dated as of June 3, 2005, among
Gehl, certain subsidiaries of Gehl party thereto, the lenders party thereto, LaSalle Bank,
National Association, as syndication agent, JPMorgan and Wells Fargo Bank, National
Association, as co-documentation agents, and Harris, N.A., administrative agent as the
same may from time to time be amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms of the Credit Agreement. 



        “Credit
and Collection Policy” means the credit and collection policies and practices
relating to Contracts and Receivables existing on the date hereof and summarized in
Exhibit VIII hereto, as modified from time to time in accordance with this
Agreement. 



        “Dealer”
means a Person that in the ordinary course of business purchases Financed Equipment from
Gehl with the intention of reselling or leasing the Financed Equipment in a retail
transaction. 



        “Dealer
Agreement” means the Gehl Finance Dealer Contract Purchase Agreement between the
Originator and any Dealer (in substantially the forms attached as Exhibit VI
hereto), which agreement purports to govern the sale and financing of any Financed
Equipment to such Dealer 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 a Dealer with respect to the Receivables as described in the Dealer Agreements
including, without limitation, rights and proceeds in respect of a failure to obtain a
first priority perfected security interest in the Financed Equipment (to the extent such
obligation is imposed on a Dealer in a Dealer Agreement) and general recourse against a
Dealer pursuant to any Dealer Agreement. 




6 









        “Deemed
Collections” means the aggregate of all amounts Seller shall have been deemed to
have received as a Collection of a Pool Receivable. Seller shall be deemed to have
received a Collection in full of a Pool Receivable if at any time any of the
representations or warranties in Article V were not true when made with respect to
such Pool Receivable. If Outstanding Balance of any Pool Receivable is either (x) reduced
as a result of any defective or rejected goods or services, any discount or any adjustment
or otherwise by Seller other than cash Collections on account of the Pool Receivables) or
(y) reduced or canceled as a result of a setoff in respect of any claim by any Person
(whether such claim arises out of the same or a related transaction or an unrelated
transaction), Seller shall be deemed to have received a Collection with respect to a Pool
Receivable to the extent of such reduction or cancellation. Without limiting the
generality of the foregoing, in connection with the representations and warranties
relating to good title, absence of Adverse Claims, or effectiveness of transfer of any
Pool Receivable, Seller shall be deemed to have breached such representations and
warranties and received a Collection in full of a Pool Receivable if (i) a Dealer shall
have originated such Pool Receivable, (ii) such Dealer shall have suffered an Insolvency
Event at any time following the date such Pool Receivable was transferred hereunder and
(iii) an action is brought in the Dealer’s bankruptcy case seeking to claim an
affected Pool Receivable or proceeds thereof as property of the estate, exercise any
avoiding power of the bankruptcy trustee, challenge good title to or ownership of such
Pool Receivable or proceeds, assert any Adverse Claim on such Qualified Receivable or
proceeds or otherwise challenge the effectiveness or validity of such Dealer’s
transfer of any Pool Receivable and either (A) no Gehl Entity answers such action on a
timely basis, (B) no Gehl Entity seeks the dismissal with prejudice of such action on a
timely basis or submits a motion for summary judgment of such action on a timely basis or
(C) such action survives a motion to dismiss or motion for summary judgment. 



        “Default
Fee” means with respect to any amount due and payable by Seller in respect of any
Aggregate Unpaids (other than amounts payable to the Hedge Provider under the Hedge
Agreement), an amount equal to the greater of (i) $1,000 and (ii) interest on any such
unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Prime Rate 



        “Defaulted
Receivable” means a Receivable as to which any Scheduled Receivable Payment or
part thereof, remains unpaid for 181 days or more (as determined at the end of any week)
from the date for such Scheduled Receivable Payment. 



        “Delinquent
Receivable” means a Receivable as to which any Scheduled Receivable Payment or
part thereof, remains unpaid for 91 days or more (as determined at the end of any week)
from the date for such Scheduled Receivable Payment. 



        “Designated
Obligor” means an Obligor designated by the Agent to Seller in writing;
provided, that, the Agent shall not designate any Obligor as a “Designated
Obligor” unless, at the time of such designation, the aggregate Outstanding Balance
of all Eligible Receivables owing by such Obligor and its Affiliates is at least
$2,000,000. 



        “Discount
Rate” means, the LIBO Rate or the Prime Rate, as applicable, with respect to each
Purchaser Interest of the Financial Institutions; provided, that, at all times
following the occurrence and during the continuance of an Amortization Event, the Discount
Rate shall be an amount equal to the rate per annum specified in clause (ii) of the
definition of Default Fee. 



        “Eligible
Modified Receivable” means, at any time, a Pool Receivable: 



        (a)              the
Outstanding Balance of which at such time is equal to or less than 50% of           the
Outstanding Balance of such Receivable on the date it was generated; and  




        (b)              with
respect to which, the Contract related thereto (i) has been modified to           extend
the payment date with respect to not more than three (3) Scheduled           Receivable
Payments by a period not greater than ninety-two (92) days after the           original
date on which the final Scheduled Receivable Payment was payable and           (ii) has
not been otherwise modified, amended or extended other than as           permitted in clause
(s)(B)(i) or (B)(ii) of the definition of           “Eligible Receivable.” 




7 










        “Eligible
Receivable” means, at any time, a Pool Receivable: 



        (a)             which
is denominated and payable only in United States dollars in the United           States;  




        (b)             as
to which the Obligor thereof (i) if a natural person, is a resident of the
          United States or the Commonwealth of Puerto Rico or, if a corporation or other
          business organization, is organized under the laws of the United States or any
          political subdivision thereof or the Commonwealth of Puerto Rico and has its
          chief executive office in the United States or the Commonwealth of Puerto Rico;
          (ii) is not an Affiliate of any of Gehl Entity, (iii) was not a Designated
          Obligor as of the date that such Pool Receivable was transferred by the
          Originator to Transferor pursuant to the Receivables Sale Agreement and (iv) is
          not a government or a governmental subdivision or agency; provided that
a           Receivable satisfying the requirements of “Eligible Receivable” but
          for this clause (b)(iv) may constitute an Eligible Receivable if the
Outstanding           Balance of such Receivable, when added to the Outstanding Balance
of all other           Receivables then constituting Eligible Receivables by reason of
this proviso,           does not exceed an amount equal to 1% of the Outstanding Balance
of all Pool           Receivables,  






        (c)             the
final Scheduled Receivable Payment is due not later than 72 months following
          the date of its origination,  




        (d)             which
is not a Charged-Off/Non-Accrual Receivable or a Defaulted Receivable,  




        (e)             which
is not a Delinquent Receivable,  




        (f)             the
Obligor of which is not the Obligor of any Charged-Off/Non-Accrual           Receivable,  




        (g)             if
the Obligor thereon is the Obligor of any Delinquent Receivables, the           aggregate
Outstanding Balance of all Delinquent Receivables of such Obligor at           such time
does not exceed an amount equal to 5% of the aggregate Outstanding           Balance of
all Receivables of such Obligor at such time,  




        (h)             which
has been originated in connection with an installment sale of Financed
          Equipment to an Obligor by Gehl or a Dealer in the ordinary course of its
          business and not in connection with a leasing arrangement,  




        (i)             which
is (i) an “account”, (ii) “chattel paper” or (iii) a           “payment
intangible,” in each case, within the meaning of Section           9-102 of the UCC
of all applicable jurisdictions,  




        (j)             which
arises under a Contract, which, together with such Pool Receivable, is in           full
force and effect and constitutes the legal, valid and binding obligation of           the
related Obligor enforceable against such Obligor in accordance with its           terms
subject to no offset, counterclaim or other defense,  




8 










        (k)          which
satisfies all applicable requirements of the Credit and Collection Policy,  




        (l)          which
is not subject to any right of recision, set-off, counterclaim, any other
          defense (including defenses arising out of violations of usury laws) of the
          applicable Obligor against the Dealer that originated such Pool Receivable or
          any Gehl Entity or any other Adverse Claim, and the Obligor thereon holds no
          right as against any Gehl Entity to cause such Gehl Entity to repurchase the
          related Financed Equipment,  




        (m)          which
arises under a Contract which (i) does not require that the Obligor be           notified
or consent to any assignment of such Contract, (ii) does not contain a
          confidentiality provision that purports to restrict the ability of any
          Purchaser, the Agent or any Gehl Entity to exercise such Person’s
          respective rights under the applicable Transaction Documents, including,
without           limitation, its right to review the Contract, and (iii) is governed by
the           federal law of the United States of America or the law of any state of the
          United States of America or Puerto Rico,  




        (n)          which,
if such Pool Receivable constitutes “chattel paper” within the
          meaning of Section 9-102 of the UCC (i) there is only one original Contract
with           respect thereto, (ii) the Servicer, the Agent or any of their permitted
          sub-servicers or designees is holding such Contract and (iii) there are no
other           custodial agreements in place with respect to such Contract,  




        (o)          with
respect to which, except with respect to customary warranty and extended
          warranty obligations and any obligations to provide insurance coverage, the
Gehl           Entities and the applicable Dealer have satisfied and fully performed all
          obligations on their respective parts with respect to such Pool Receivable
          required to be fulfilled by them, and no further action is required to be
          performed by any Person with respect thereto other than payment thereon by the
          applicable Obligor,  




        (p)          with
respect to which, all right, title and interest to and in which has been
          validly transferred (i) (A) if applicable, by the related Dealer to the
          Originator, (B) by the Originator directly to Transferor under and in
accordance           with the Receivables Sale Agreement and (c) by Transferor directly
to Seller           under and in accordance with the Receivables Purchase and Sale
Agreement or           (ii)(A) by the Existing Owner directly to Seller under and in
accordance with           the Receivables Sale and Assignment Agreement, (B) by Gehl
Receivables LLC           directly to the Existing Owner under and in accordance with
that certain Sale           and Servicing Agreement dated as of February 24, 2005, (C) by
the Originator           directly to Gehl Receivables LLC under and in accordance with
that certain           Purchase and Sale Agreement dated as of February 24, 2005 and (D)
if applicable,           by the related Dealer to the Originator, and, in each case,
Seller has good and           marketable title thereto free and clear of any Adverse
Claim,  




        (q)          that
has been originated by Gehl or a Dealer which had all necessary licenses           and
permits required to originate such Pool Receivable in the state in which           such
Pool Receivable were originated or where the Obligor resides;  




        (r)          at
the time of its acquisition thereof and at the time of its sale of such Pool
          Receivable under the applicable Sale Agreements, each Dealer and each
applicable           Gehl Entity had all necessary licenses and permits required to
transfer such           Pool Receivables, as applicable, and, in the case of the
Originator or any           applicable Dealer, shall have been qualified to do business
in each state in           which such Pool Receivable was 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 such
Pool Receivable;  





9 









        (s)             with
respect to which, the Contract related thereto has not been modified,           amended
or extended and has not had any requirements thereof waived, unless (A)           such
Pool Receivable is an Eligible Modified Receivable or (B) such modification           or
amendment (i) occurs as a result of a product or service adjustment and the
          Originator has paid the corresponding Deemed Collections arising therefrom to
          the Collection Account or (ii) is of a type made in the ordinary course of
          business of the Originator (and not related to credit reasons) as the Agent may
          have approved;  




        (t)             that
has not been sold, assigned or pledged to any other purchaser of           Receivables;  




        (u)             that
provides for payments that fully amortize the Amount Financed over the           original
term (except for the last payment, which may be different from the           amortizing
payments) and yield interest at the Annual Percentage Rate (which may           include
interest rates which increase after a predetermined time period or for           which
the Annual Percentage Rate is 0.0%);  




        (v)             that
was sold by the Originator or the related Dealer without any fraud or
          misrepresentation on the part of the Originator or such related Dealer;  




        (w)             in
the case of any Balloon Payment Receivable, the amount of the final Scheduled
          Receivable Payment thereof does not exceed 30% of the original Amount Financed
          of under the related Contract;  




        (x)         that
arises from the sale or financing of Financed Equipment or the provision of
          services to the related Obligor by the Originator or a Dealer;  




        (y)             that
is secured by a first-priority perfected security interest in Financed
          Equipment or Eligible Used Equipment and such security interest has been
validly           assigned to the Seller (it being understood that UCC-3 assignments with
respect           to any UCC-1 financing statements filed against the related Obligor
need not be           filed to evidence the assignment of such security interest to the
Seller for the           requirement set forth in this clause (y) to be
satisfied);  




        (z)               with
respect to which the related Financed Equipment is either sold under the           “Gehl” or
“Mustang” brand name or is an attachment;  




        (aa)              such
Pool Receivable, together with the Contract related thereto, do not           contravene
any law, rule or regulation applicable thereto;  




        (bb)              the
Amount Financed with respect to thereto (other than a Rental Fleet           Receivable)
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) 111% times the Standard Trade           Price;  




10 










        (cc)             if
such Pool Receivable is a Rental Fleet Receivable, the Obligor thereon is a
          Dealer and the Financed Equipment is intended for use in such Dealer’s
          rental fleet, and the Amount Financed does not exceed the cost paid by such
          Dealer for such Financed Equipment;  




        (dd)             the
Servicer shall have received the related Receivable File for such Pool
          Receivable;  




        (ee)             that
is listed on the Schedule of Receivables;  




        (ff)             as
to each Pool Receivable that finances the cost of an extended service           contract,
the respective Financed Equipment which secures such Pool Receivable           is covered
by an extended service contract; and  




        (gg)             if
acquired by the Originator from a Dealer, (i) on the date of purchase by the
          Originator from such Dealer, the related Dealer is not subject to an Insolvency
          Event and (ii) no event has occurred that would cause such Pool Receivable to
          constitute a “Deemed Collection” pursuant to the final sentence of
the           definition of “Deemed Collection” set forth herein.  




        “Eligible
Used Equipment” means:  




        (a)            equipment
that either (i) was taken in trade by a Dealer or the Originator or           (ii) was
sold under Gehl’s or Mustang’s brand names and was sold out           of a
Dealer’s rental fleet, (iii) previously secured a Contract originated           by a
Dealer or the Originator and has been repossessed by such seller or (iv)
          originally sold under the “Gehl” or “Mustang” brand and
          acquired by a Dealer;  




        (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.  




        For
the avoidance of doubt, equipment less than twelve (12) months old and sold from a
Dealer’s rental fleet is deemed new (and not used) equipment for all purposes under
this Agreement and the Transaction Documents. 



        “Enhancement
Amount” means, as of any date of determination, the greater of (i) $4,500,000 and
(ii) the product of the Net Receivables Balance on such date and the greater of (A) 0.10
and (B) the product of (I) 3 and (II) the average Loss Ratio in respect of the Pool
Receivables for the three month period preceding such date of determination. 



        “Excess
Concentration Amount” means the sum, without duplication, of (i) the Obligor
Excess Amount for all Obligors; (ii) the Used Equipment Excess Amount; (iii) the Rental
Fleet Excess Amount; (iv) the Modified Receivable Excess Amount; (v) the Attachment Excess
Amount; (vi) the Extended Warranty Excess Amount, (vii) the Irregular Payment Excess
Amount and (viii) the Tenor Excess Amount. For purposes of this definition: 



	 	        “Attachment
Excess Amount” means the amount by which the aggregate Outstanding Balance of
Eligible Receivables secured solely by attachments (as that term is used in the industry
in which the Originator operates) exceeds 5% of the Outstanding Balance of all Eligible
Receivables.  








11 









	 	        “Extended
Warranty Excess Amount” means the amount by which the aggregate Outstanding
Balance of Eligible Receivables for which the underlying Contracts include an extended
warranty on the related Financed Equipment exceeds 10% of the Outstanding Balance of all
Eligible Receivables.  







	 	        “Irregular
Payment Excess Amount” means the amount by which the aggregate Outstanding
Balance of Eligible Receivables (other than Eligible Receivables of which H&E
Equipment Services, LLC or any of its Affiliates is the Obligor thereof) (i) which are
Balloon Payment Receivables or (ii) for which the underlying Contracts include
non-monthly payments, irregular payments, interest rates which increase after a
predetermined period, or initial payment deferrals exceeds 15% of the Outstanding Balance
of all Eligible Receivables.  







	 	        “Modified
Receivable Excess Amount” means the amount by which the aggregate Outstanding
Balance of Eligible Receivables which are Eligible Modified Receivables exceeds 2% of the
Outstanding Balance of all Eligible Receivables.  







	 	        “Obligor
Excess Amount” means, for any Obligor, the amount by which the aggregate
Outstanding Balance of Eligible Receivables owing by such Obligor exceeds the Obligor
Concentration Amount for such Obligor; provided, that, in the event the Agent
shall at any time reduce the H&E Special Concentration Percentage, (x) no further
purchases of Receivables owed by H&E Equipment Services, LLC or its Affiliates shall
be made by Seller under the Receivables Purchase and Sale Agreement until the Outstanding
Balance of Receivables owing by H&E Equipment Services, LLC or any of its Affiliates
shall be less than the Obligor Concentration Amount then in effect with respect to H&E
Equipment Services, LLC and its Affiliates but (y) until such time as purchases of
Receivables owned by H&E Equipment Services, LLC and its Affiliates may resume in
accordance with clause (x), the “Obligor Excess Amount” in respect of H&E
Equipment Services, LLC and its Affiliates shall be equal to zero.  







	 	        “Rental
Fleet Excess Amount” means the amount by which the aggregate Outstanding Balance
of Eligible Receivables which are Rental Fleet Receivables exceeds 35% of the Outstanding
Balance of all Eligible Receivables.  







	 	        “Tenor
Excess Amount” means the amount by which the aggregate Outstanding Balance of
Eligible Receivables with an original term of greater than sixty-one (61) months exceeds
5% of the Outstanding Balance of all Eligible Receivables.  







	 	        “Used
Equipment Excess Amount” means the amount by which the aggregate Outstanding
Balance of Eligible Receivables secured by Eligible Used Equipment exceeds 15% of the
Outstanding Balance of all Eligible Receivables.  







12 










        “Excess
Spread” means, as of the final day of any month, the Outstanding Balance of Pool
Receivables as of such day multiplied by a percentage equal to (i) the sum of (A) the
Weighted Average Contractual Coupon as of such day and (B) the Pool Discount Rate as of
such day, minus (ii) the sum of (A) the Swap Rate as of such day, (B) the rate per
annum at which the Servicing Fee is then accruing and (C) the maximum “Used Fee
Rate” under and as defined in the Fee Letter. 



        “Existing
Owner” means Gehl Funding LLC, a Delaware limited liability company. 



        “Facility Termination
Date” means the earlier of (i) the Liquidity Termination Date and (ii) the
Amortization Date. 



        “Federal
Bankruptcy Code” means Title 11 of the United States Code entitled
“Bankruptcy,” as amended and any successor statute thereto. 



        “Fee
Letter” means that certain letter agreement dated as of the date hereof among
Seller, the Company, the Arranger and the Agent, as the same may be amended, restated,
supplemented or otherwise modified from time to time. 



        “Finance
Charges” means, with respect to a Contract, any finance, interest, late payment
charges or similar charges owing by an Obligor pursuant to such Contract. 



        “Financed
Equipment” means new or used agricultural or construction equipment and related
parts, equipment, attachments, accessions or accessories manufactured or distributed by
Gehl, sold by either Gehl or a Dealer on an installment basis and, securing the
Obligor’s indebtedness under a Receivable. 



        “Financial
Institutions” has the meaning set forth in the preamble in this Agreement. 



        “Funding
Agreement” means this Agreement and any agreement or instrument executed by any
Funding Source with or for the benefit of Company, including, without limitation, any
Liquidity Agreement. 



        “Funding
Source” means (i) any Financial Institution or (ii) any insurance company, bank
or other funding entity providing liquidity, credit enhancement or back-up purchase
support or facilities to Company. 



        “GAAP”
means generally accepted accounting principles in effect in the United States of America
as of the date of this Agreement. 



        “Gehl”
has the meaning set forth in the preamble to this Agreement. 



        “Gehl
Entities” shall mean the Originator, the Provider, Transferor, the Existing
Owner, Gehl Receivables LLC and Seller, any of their respective Subsidiaries that is a
party to any Transaction Document and their successors and assigns. 



        “Gehl
Finance Dealer Contract Purchase Agreement” means those contracts between Gehl
and its Dealers in substantially the forms attached as Exhibit VI hereto. 




13 









        “Hedge
Agreement” means, (i) collectively, (A) that certain ISDA 2002 Master Agreement
dated on or about the date hereof between Seller and the Hedge Provider, (B) that certain
Schedule to ISDA Master Agreement dated on or about the date hereof between Seller and the
Hedge Provider and (C) any Hedge Confirmations in connection therewith as between Seller
and the Hedge Provider from time to time with respect to the ISDA 2002 Master Agreement
and the Schedule to ISDA 2002 Master Agreement referred to in clauses (A) and (B) above,
in each case, as the same may be amended, restated, supplemented or otherwise modified
from time to time or (ii) such other interest rate hedging arrangement acceptable to the
Agent; provided, that, in either case, such Hedge Agreement shall, at the time of
its execution and delivery, be in form and substance satisfactory to the Agent. 



        “Hedge
Breakage Costs” means any lump-sum amount payable in connection with the
designation of an “Early Termination Date” as defined in the Hedge Agreement. 



        “Hedge
Confirmation” means any confirmation from time to time becoming effective in
connection with the Hedge Agreement. 



        “Hedge
Indemnities” any amounts payable by Seller to the Hedge Provider in respect of
any indemnities under the Hedge Agreement. 



        “Hedge
Provider” means JPMorgan or such other hedge counterparty reasonably acceptable
to the Agent with a short-term debt rating of A-1 or better by S&P and P-1 by
Moody’s. 



        “Hedge
Provider Scheduled Payments” means the amounts due and owing to the Hedge
Provider pursuant to the Hedge Agreement other than the Hedge Breakage Costs and Hedge
Indemnities. 



        “Hedge
Provider Termination Payment” means any lump-sum amount payable to the Hedge
Provider in connection with the designation of an “Early Termination Date” as
defined in the Hedge Agreement. 



        “Incremental
Purchase” means a purchase of one or more Purchaser Interests which increases the
total outstanding Aggregate Capital hereunder. 



        “Indebtedness”
of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations
representing the deferred purchase price of property or services (other than accounts
payable arising in the ordinary course of such Person’s business payable on terms
customary in the trade), (iii) obligations, whether or not assumed, secured by liens or
payable out of the proceeds or production from property now or hereafter owned or acquired
by such Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate
swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in
respect of unfunded vested benefits under plans covered by Title IV of ERISA. 



        “Independent
Manager” shall mean a member of Seller who is not at such time, and has not been
at any time, (A) a member (other than as an “Independent Member” of Seller,
Transferor, the Existing Owner, Gehl Receivables LLC or any other special purpose vehicle
that is an Affiliate of Seller or Transferor), officer, employee or affiliate of Seller or
any Gehl Entity, or any of their respective Subsidiaries or Affiliates, or (B) the
beneficial owner (at the time of such individual’s appointment as an Independent
Member or at any time thereafter while serving as an Independent Member) of any of the
outstanding common shares of Seller or any Gehl Entity or any of their respective
Subsidiaries or Affiliates, having general voting rights. 




14 









        “Insolvency
Event” means, with respect to any Person, an action or event of the type
described in Section 9.1(f) (as if the references to a Gehl Entity therein refer to
such Person) shall have occurred and be continuing. 



        “Intercreditor
Agreement” means that certain Intercreditor and Lockbox Administration Agreement
dated as of February 24, 2005 by and among the Originator, the Servicer, the Agent, the
financial institutions signatory thereto as “Contract Buyers” and the joinder
parties from time to time signatory thereto, as the same may be amended, restated,
supplemented or otherwise modified from time to time. 



        “JPMorgan”
means JPMorgan Chase Bank, N.A. in its individual capacity and its successors. 



        “LIBO
Rate” means the rate per annum equal to the sum (rounded, if necessary, to the
next higher 1/16 of 1%) of: 



        (i)             (a)
the applicable British Bankers’ Association Interest Settlement Rate           for
deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
          (London time) two Business Days prior to the first day of the relevant Tranche
          Period, and having a maturity equal to such Tranche Period, provided          that,
(I) if Reuters Screen FRBD is not available to the Agent for any reason,           the
applicable LIBO Rate for the relevant Tranche Period shall instead be the
          applicable British Bankers’ Association Interest Settlement Rate for
          deposits in U.S. dollars as reported by any other generally recognized
financial           information service as of 11:00 a.m. (London time) two Business Days
prior to           the first day of such Tranche Period, and having a maturity equal to
such           Tranche Period, and (II) if no such British Bankers’ Association
Interest           Settlement Rate is available to the Agent, the applicable LIBO Rate
for the           relevant Tranche Period shall instead be the rate determined by the
Agent to be           the rate at which JPMorgan offers to place deposits in U.S. dollars
with           first-class banks in the London interbank market at approximately 11:00
a.m.           (London time) two Business Days prior to the first day of such Tranche
Period,           in the approximate amount to be funded at the LIBO Rate and having a
maturity           equal to such Tranche Period, divided by (b) one minus the maximum
aggregate           reserve requirement (including all basic, supplemental, marginal or
other           reserves) which is imposed against the Agent in respect of Eurocurrency
          liabilities, as defined in Regulation D of the Board of Governors of the
Federal           Reserve System as in effect from time to time (expressed as a decimal),
          applicable to such Tranche Period’plus 




        (ii)              the
Applicable LIBO Margin.  




        “Liquidity
Agreement” means any agreement as may be in effect from time to time pursuant to
which one or more Funding Sources commits to purchase from the Company at any time all or
any portion of the Company’s Purchaser Interests. 




15 









        “Liquidity
Termination Date” means March 14, 2007, as such date may be extended with the
written consent of each of the parties hereto. 



        “Lockbox”
means post-office box number 512 administered by the Lockbox Account Bank or such other
post-office box acceptable to the Agent. 



        “Lockbox
Account” means the account no. 27755214 maintained with the Lockbox Account Bank
in the name of Gehl or such other account that is subject to an account control agreement
acceptable to the Agent. 



        “Lockbox
Account Agreement” means (i) the Lockbox Control Agreement, dated February 24,
2005, by and among Gehl, the Lockbox Account 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 (ii) any other account control agreement with respect
to the Lockbox Account and the Lockbox acceptable to the Agent. 



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



        “Loss
Ratio” means, in respect of any Reference Portfolio as of the end of any month, a
ratio (expressed as a percentage) equal to: 



	[(1 - RRF) x NA] + DC

	[NA + DC + CC]







where: 



	CC	= 	as of any date, in reference to any Reference Portfolio, the
			aggregate amount of all cash collections received in respect
			 of such Reference Portfolio (excluding Deemed Collections)
			 during the three calendar months then most recently ended.
	
DC	=	as of any date, in the case of the Reference Portfolio
			comprised of Pool Receivables, the aggregate amount of all
			Deemed Collections received by the Servicer during the three
			calendar months then most recently ended.
	
Disposed Equipment
	Receivable	=	any Receivable (i) that shall have been transferred to
			non-accrual status and (ii) in connection with which any
			 action shall have been taken to seek recourse against or
			 recovery of any related Financed Equipment or other
			 collateral securing such Receivable.





16 









		 	
	Disposed Equipment
	Receivable Proceeds	=	with respect to any Receivable, any amount received by the
			 Servicer or any Gehl Entity on or in respect of such
			 Receivable at any time after such Receivable shall have been
			 transferred to non-accrual status, whether comprising
			 collections, proceeds of any related Financed Equipment,
			 proceeds of any other Related Security or otherwise.
	
NA	=	in respect of any Reference Portfolio, the aggregate
			 Outstanding Balance of all Receivables in such Reference
			 Portfolio that, at any time during the three calendar months
			 then most recently ended, either (i) shall have been
			 transferred to non-accrual status or (ii) shall have had its
			 Contract modified to extend the payment date with respect to
			 any one or more Scheduled Receivable Payments thereunder, as
			 calculated for each such Receivable on the basis of its
			 Outstanding Balance as of the date either of the foregoing
			 events shall have first occurred with respect thereto.
	
Reference Portfolio	=	the Pool Receivables or all Receivables, as applicable.
	
RRF	=	 the "Recovery Realization Factor", which shall be, in
			 respect of any Reference Portfolio at any time, the lesser
			 of (i) 50% and (ii) 80% of the RRR for such Reference
			 Portfolio at such time.
	
RRR	=	the "Recovery Realization Rate", which shall be, in respect
			of any Reference Portfolio at any time, the ratio (expressed
			 as a percentage) of









	 	                                   (i) 	the
aggregate amount of Disposed Equipment
                                            Receivable Proceeds received during the 12
calendar                                             months then most recently ended in
respect of                                             Disposed Equipment Receivables in
such Reference                                             Portfolio, to 







17 










	 	                                   (ii) 	the
aggregate Outstanding Balance of all
                                            Receivables in such Reference Portfolio that
became                                             Disposed Equipment Receivables during
the 12                                             calendar month period then most
recently ended, as                                             calculated for each such
Receivable on the basis of                                             its Outstanding
Balance as of the date it shall                                             have been
transferred to non-accrual status. 









        “Material
Adverse Effect” means a material adverse effect on (i) the financial condition or
operations of any Gehl Entity, (ii) the ability of any Gehl Entity to perform its
obligations under the Transaction Documents to which it is a party, (iii) the legality,
validity or enforceability of this Agreement or any other Transaction Document, (iv) any
Purchaser’s interest in the Receivables generally or in any significant portion of
the Receivables, the Related Security or the Collections with respect thereto, or (v) the
collectibility of the Receivables generally or of any material portion of the Receivables;
provided, that when such term is included in any representation and warranty by any
Gehl Entity in any Transaction Document, the reference in clauses (i) and (ii) hereof
shall be deemed to be a reference only to the Gehl Entity making such representation and
warranty and such Gehl Entity’s Subsidiaries. 



        “Minimum
Consolidated Tangible Net Worth Test” shall be satisfied on any date of
determination if the Consolidated Tangible Net Worth of Gehl and its Subsidiaries shall be
greater than or equal to the sum of (x) $110,000,000, plus (y) 50% of cumulative
Net Income of Gehl and its Subsidiaries for each fiscal quarter commencing with the fiscal
quarter ending June 30, 2005 (without deduction for losses), plus (z) 50% of the
aggregate Net Cash Proceeds of equity issuances received by Gehl and its Subsidiaries
after the June 3, 2005. Capitalized terms used in this definition of “Minimum
Consolidated Tangible Net Worth Test” and not defined in this Exhibit I shall
have the meanings assigned to such terms in Schedule C hereto. 



        “Minimum
Incremental Reserve Amount” means, as of any Settlement Date (Capital), an amount
equal to the greater of: 



        (i)            the
product of (A) 0.25 and (B) the aggregate amount of all fees (including,
          without limitation, all fees payable under the Fee Letter but excluding the
          Servicing Fee), CP Costs, Yield, costs and expenses paid or payable by Seller
at           any time during the immediately preceding calendar month (or, in the case of
any           Settlement Date (Capital) occurring before the second Settlement Date
(Fees),           such Obligations payable on a pro forma basis in respect of the first
full           calendar month this Agreement shall be in effect); and  




        (ii)             an
amount equal to the difference between (A) the aggregate Obligations and
          Servicing Fees payable on or before the next Settlement Date (Capital) minus
(B)           the aggregate amounts then set aside in the Collection Account pursuant to
clause first of Section 2.2(b) that have not yet been distributed
          from the Collection Account.  




        “Monthly
Report” means a report, in substantially the form of Exhibit IX-A hereto
(appropriately completed), furnished by the Servicer to the Agent pursuant to Section
8.5. 



18 










        “Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto. 



        “Net
Receivables Balance” means, at any time, (i) the aggregate Outstanding Balance of
all Eligible Receivables at such time minus (A) the Excess Concentration Amount at
such time and (B) the Warranty Reserve Amount at such time discounted by
(ii) the Pool Discount Rate. 



        “Non-Renewing
Financial Institution” has the meaning set forth in Section 12.3(a). 



        “Obligations”
shall have the meaning set forth in Section 2.1. 



        “Obligor”
on a Receivable means the purchaser or co-purchasers of the Financed Equipment and any
other Person who owes payments under the Receivable. 



        “Obligor
Concentration Amount” means, at any time, for any Obligor, the product of the
Outstanding Balance of all Eligible Receivables at such time and the greater of (i) 1.5%
and (ii) the Special Concentration Percentage, if any, for such Obligor. In the case of an
Obligor and any Affiliate of such Obligor, the Obligor Concentration Amount shall be
calculated as if such Obligor and such Affiliate are one Obligor. For purposes of this
definition: 



	 	        “Special
Concentration Percentage” means (i) with respect to H&E Equipment Services,
LLC and its Affiliates, the H&E Special Concentration Percentage and (ii) with
respect to any other Obligor, such other percentage greater than 1.5% as the Agent may in
its sole discretion designate from time to time; provided, that, in the case of
any Special Concentration Percentage designated from time to time by the Agent (other
than the H&E Special Concentration Percentage) the Agent may, upon not less than
three Business Days’ notice to Seller, cancel or otherwise modify such Special
Concentration Percentage.  







	 	        “H&E
Special Concentration Percentage” means 5%; provided, that, the Agent may
elect to reduce the H&E Special Concentration Percentage to any level the Agent shall
then deem to be appropriate (i) on any Liquidity Termination Date, based on its
reasonable credit judgment, or (ii) on any other date on which the Agent shall have
determined, based on publicly available information, that a material adverse change is
reasonably likely to have occurred in the financial condition, operations or prospects of
H&E Equipment Services, LLC or any of its Affiliates, including, without limitation,
by reason of the occurrence of any event of default (whether or not waived) under the
documentation relating to any material indebtedness of H&E Equipment Services, LLC or
such Affiliates.  







        “Originator” means
Gehl.  




        “Outstanding
Balance” of any Receivable at any time means the then outstanding principal
balance thereof. 



        “Participant”
has the meaning set forth in Section 12.2. 



19 










        “Performance
Undertaking” means that certain Performance Undertaking dated as of the date
hereof made by Gehl in favor of Seller, as the same may be amended, restated, supplemented
or otherwise modified from time to time. 



        “Person”
means an individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint venture
or other entity, or a government or any political subdivision or agency thereof. 



        “Pool
Delinquency Ratio” means, the ratio (expressed as a percentage) with respect to
any month equal to (i) the aggregate Outstanding Balance of all Pool Receivables that were
Delinquent Receivables as of the last day of such month divided by (ii) the
aggregate Outstanding Balance of Pool Receivables as of the last day of such month. 



        “Pool
Discount Rate” means, as determined as of the most recent Incremental Purchase or
Reinvestment hereunder, the rate, if positive, of (i) the sum of (A) the Swap Rate at such
time, (B) the rate per annum at which the Servicing Fee is then accruing, (C) the maximum
“Used Fee Rate” under and as defined in the Fee Letter, and (D) 0.25%,
minus (ii) the Weighted Average Contractual Coupon at such time. 



        “Pool
Receivable” means any Receivable transferred (or purportedly transferred) to
Seller (i) by Transferor pursuant to the terms of the Receivables Purchase and Sale
Agreement or (ii) by Existing Owner pursuant to the terms of the Receivables Sale and
Assignment Agreement. 



        “Pooled
Commercial Paper” means Commercial Paper notes of Company subject to any
particular pooling arrangement by Company, but excluding Commercial Paper issued by
Company for a tenor and in an amount specifically requested by any Person in connection
with any agreement effected by Company. 



        “Potential
Amortization Event” means an event which, with the passage of time or the giving
of notice, or both, would constitute an Amortization Event. 



        “Prime
Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan as its prime rate in effect at its principal office; each change in the Prime
Rate shall be effective from and including the date such change is publicly announced as
being effective. 



        “Pro
Rata Share” means, for each Financial Institution, a percentage equal to (i) the
Commitment of such Financial Institution, divided by (ii) the aggregate
amount of all Commitments of all Financial Institutions hereunder. 



        “Proposed
Reduction Date” has the meaning set forth in Section 1.3. 



        “Provider”means
Gehl.  





        “Provisional
Amortization Period” means any period prior to the Amortization Date during which
any of the conditions precedent set forth in Section 6.2 shall not be satisfied. 



        “Purchase
Limit” means, as of any date of determination, the sum of the Commitments of the
Financial Institutions on each date of determination. 




20 









        “Purchase
Notice” has the meaning set forth in Section 1.2. 



        “Purchase Price”
means, with respect to any Incremental Purchase of a Purchaser Interest, the amount paid
to Seller for such Purchaser Interest which shall not exceed the least of (i) the amount
requested by Seller in the applicable Purchase Notice, (ii) the unused portion of the
Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net
Receivables Balance (less the Enhancement Amount) on the applicable purchase date over the
aggregate outstanding amount of Aggregate Capital determined as of the date of the most
recent Weekly Report, taking into account such proposed Incremental Purchase. 



        “Purchasers”
has the meaning set forth in the preamble to this Agreement. 



        “Purchaser
Interest” means, at any time, an undivided percentage ownership interest
(computed as set forth below) associated with a designated amount of Capital, created
pursuant to the terms and conditions hereof, in (i) each Pool Receivable arising prior to
the time of the most recent computation or recomputation of such undivided interest, (ii)
all Related Security with respect to each such Pool Receivable, and (iii) all Collections
with respect to, and other proceeds of, each such Pool Receivable. Each such undivided
percentage interest shall equal: 



	C

	NRB - EA






where:  



	C	=	the Capital of such Purchaser Interest.
	
EA	=	the Enhancement Amount.
	
NRB	=	the Net Receivables Balance.





Such undivided percentage ownership
interest shall be initially computed on its date of purchase. Thereafter, until the
Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to
be recomputed) on each day prior to the Amortization Date; provided, that, during
any Provisional Amortization Period (so long as the adjustment described in this proviso
does not result in Seller being liable for any Broken Funding Costs or Hedge Breakage
Costs), the aggregate Purchaser Interest shall be deemed to be 100%. The variable
percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of
the close of the business day immediately preceding the Amortization Date shall remain
constant at all times thereafter. 



        “Purchasing
Financial Institution” has the meaning set forth in Section 12.1(b). 



        “Receivable”
means all indebtedness and other obligations owed to the Originator or a Dealer (at the
time it arises, and before giving effect to any transfer or conveyance thereof) or in
which Seller or any other Gehl Entity has a security interest or other interest,
including, without limitation, any indebtedness, obligation or interest constituting an
account, chattel paper, instrument, financial asset, investment property, letter of credit
right, supporting obligation or general intangible, arising in connection with the sale by
the Originator or a Dealer of Financed Equipment to an Obligor, and further includes,
without limitation, the obligation to pay any Finance Charges with respect thereto;
provided, that, “Receivable” shall not include any Wholesale Receivables. 




21 









        “Receivable
File” means with respect to any 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 the Agent’s security interest in such Receivable and all
related           documents that 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 filed to           perfect the security interest granted by the Obligor in the
related Financed           Equipment).  




        “Receivables
Insurance Policy” means, with respect to a Pool Receivable, any insurance policy
benefiting the holder of the Pool Receivable providing loss or physical damage, theft,
mechanical breakdown or similar coverage with respect to the related Financed Equipment or
the Obligor thereon. 



        “Receivables
Purchase and Sale Agreement” means that certain Receivables Purchase and Sale
Agreement dated as of the date hereof between Seller, as buyer, and Transferor, as the
seller, as the same may be amended, restated, supplemented or otherwise modified from time
to time. 



        “Receivables
Sale Agreement” means that certain Receivables Sale Agreement dated as of the
date hereof between Transferor, as buyer, and Gehl, as the seller, as the same may be
amended, restated, supplemented or otherwise modified from time to time. 



        “Receivables
Sale and Assignment Agreement” means that certain Receivables Sale and Assignment
Agreement dated as of the date hereof between Seller, as buyer, and the Existing Owner, as
the seller, as the same may be amended, restated, supplemented or otherwise modified from
time to time. 



        “Recharacterization”
has the meaning set forth in Section 13.13(c). 



        “Records”
means, with respect to any Receivable, all Contracts, Receivables Insurance Policies, the
Receivables File, purchase orders and other documents, books, records and other
information (including, without limitation, computer programs, tapes, disks, punch cards,
data processing software and related property and rights) relating to such Receivable, any
Related Security therefor and the related Obligor. 




22 









        “Reduction
Notice” has the meaning set forth in Section 1.3. 



        “Regulatory
Change” has the meaning set forth in Section 10.2(a). 



        “Reinvestment”
has the meaning set forth in Section 2.2. 



        “Related
Security” means, with respect to any Pool Receivable: 



	 	        (i)                   all
of each Gehl’s Entity’s interest in the Financed Equipment, the
               Dealer Agreements, the Dealer Recourse (to the extent related to a
particular                Pool Receivable), the Receivables Insurance Policies (to the
extent related to a                particular Pool Receivable) and all other insurance
contracts with respect                thereto,  







	 	        (ii)    
          all other security interests or liens and property subject thereto from time to
          time, if any, purporting to secure payment of such Pool Receivable, whether
          pursuant to the Contract related to such Pool Receivable or otherwise, together
          with all financing statements and security agreements describing any collateral
          securing such Pool Receivable,  







	 	        (iii)    
          all guaranties, letters of credit, insurance, supporting obligations and other
          agreements or arrangements of whatever character from time to time supporting
or           securing payment of such Pool Receivable whether pursuant to the Contract
          related to such Pool Receivable or otherwise,  







	 	        (iv)    
          all service contracts and other contracts and agreements associated with such
          Pool Receivable,  







	 	        (v)    
          all Records related to such Pool Receivable,  







	 	        (vi)    
          all of Seller’s right, title and interest in, to and under the Transaction
          Documents (including, without limitation, the Sale Agreements, the Performance
          Undertaking and the Hedge Agreement),  







	 	        (vii)    
          all of Seller’s right, title and interest in the Collection Account, the
          Lockbox and the Lockbox Account, and  







	 	        (viii)    
          all proceeds of any of the foregoing.  







        “Rental
Fleet Receivables” means Receivables secured by Financed Equipment purchased by
Dealers for use in a rental fleet. 



        “Required
Financial Institutions” means, at any time, Financial Institutions with
Commitments to purchase Purchaser Interests from Seller in excess of 66-2/3% of the
Purchase Limit. 




23 









        “Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect,
on account of any shares of any class of capital stock of Seller now or hereafter
outstanding, except a dividend payable solely in shares of that class of stock or in any
junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any shares of any
class of capital stock of Seller now or hereafter outstanding, (iii) any payment or
prepayment of principal of, premium, if any, or interest, fees or other charges on or with
respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar
payment and any claim for recision with respect to the Subordinated Notes (as defined in
any Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any
payment of management fees by Seller (except for reasonable management fees to Gehl or its
Affiliates in reimbursement of actual management services performed). For purposes of
clarification, the Servicing Fee shall not constitute a “Restricted Junior
Payment” hereunder. 



        “Sale
Agreements” means, collectively, the Receivables Purchase and Sale Agreement, the
Receivables Sale Agreement and the Receivables Sale and Assignment Agreement. 



        “S&P”
means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies,
Inc., and any successor thereto. 



        “Schedule
of Receivables” means the master schedule of all Pool Receivables which, as of
the date hereof, is attached hereto as Schedule D, as the same shall be amended or
supplemented on each date that any Receivables are transferred by Transferor to Seller
pursuant to the Receivables Purchase and Sale Agreement. 



        “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. 



        “Seller”
has the meaning set forth in the preamble to this Agreement. 



        “Serviced
Delinquency Ratio” means, the ratio (expressed as a percentage) with respect to
any month equal to (i) the aggregate Outstanding Balance of all Delinquent Receivables as
of the last day of such month divided by (ii) the aggregate Outstanding Balance of
all Receivables originated by the Originator as of the last day of such month. 



        “Servicer”
means at any time the Person (which may be the Agent) then authorized pursuant to
Article VIII to service, administer and collect Pool Receivables and act as
custodian with respect to the Records. 



        “Servicer
Event of Termination” has the meaning specified in Article IX. 



        “Servicing
Fee” has the meaning set forth in Section 8.6. 



        “Settlement
Date (Capital)” means, in any calendar week, the Friday of such week, or, if such
Friday is not a Business Day, the next succeeding Business Day. 




24 









        “Settlement
Date (Fees)” means the second Business Day following the twelfth
(12th) day of each calendar month, or, if such twelfth (12th) day is
not a Business Day, the next succeeding Business Day. 



        “Settlement
Period” means (A) in respect of each Purchaser Interest of Company, the
immediately preceding Accrual Period, and (B) in respect of each Purchaser Interest of the
Financial Institutions, the entire Tranche Period of such Purchaser Interest. 



        “Standard
Trade Price” means the list price less the standard trade discount. 



        “Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding securities having
ordinary voting power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one
or more of its Subsidiaries, or (ii) any partnership, association, limited liability
company, joint venture or similar business organization more than 50% of the ownership
interests having ordinary voting power of which shall at the time be so owned or
controlled. 



        “Swap
Rate” means, (i) at any time the Hedge Agreement provides for an interest rate
cap transaction, the “strike price” set forth in the Hedge Confirmation then in
effect related to such interest rate cap transaction and (ii) at any time the Hedge
Agreement provides for a fixed/floating interest rate swap transaction, the fixed rate per
annum specified to be payable by the Seller set forth in the Hedge Confirmation then in
effect related to such fixed/floating interest rate swap transaction. 



        “Termination
Date” has the meaning set forth in Section 2.2. 



        “Termination Percentage”
has the meaning set forth in Section 2.2. 



        “Terminating
Tranche” has the meaning set forth in Section 4.3(b). 



        “Tranche
Period” means, with respect to any Purchaser Interest held by a Financial
Institution or any Purchaser Interest or an undivided interest in a Purchaser Interest
assigned to a Funding Source pursuant to a Liquidity Agreement: 



        (a)             if
Yield for such Purchaser Interest is calculated on the basis of the LIBO           Rate,
a period of one, two, three or six months, or such other period as may be
          mutually agreeable to the Agent and Seller, commencing on a Business Day
          selected by Seller or the Agent pursuant to this Agreement. Such Tranche Period
          shall end on the day in the applicable succeeding calendar month which
          corresponds numerically to the beginning day of such Tranche Period, provided,
          however, that if there is no such numerically corresponding day in such
          succeeding month, such Tranche Period shall end on the last Business Day of
such           succeeding month; or  




        (b)             if
Yield for such Purchaser Interest is calculated on the basis of the Prime           Rate,
a period commencing on a Business Day selected by Seller and agreed to by           the
Agent, provided no such period shall exceed one month.  




        If
any Tranche Period would end on a day which is not a Business Day, such Tranche Period
shall end on the next succeeding Business Day, provided, however, that in the case
of Tranche Periods corresponding to the LIBO Rate, if such next succeeding Business Day
falls in a new month, such Tranche Period shall end on the immediately preceding Business
Day. In the case of any Tranche Period for any Purchaser Interest which commences before
the Amortization Date and would otherwise end on a date occurring after the Amortization
Date, such Tranche Period shall end on the Amortization Date. The duration of each Tranche
Period which commences after the Amortization Date shall be of such duration as selected
by the Agent. 




25 









        “Transaction
Documents” means, collectively, this Agreement, each Purchase Notice, the Sale
Agreements, the Hedge Agreement, the Intercreditor Agreement, the Collection Account
Agreement, the Lockbox Account Agreement, the Performance Undertaking, the Fee Letter and
all other instruments, documents and agreements executed and delivered in connection
herewith. 



        “Transferor”
means Gehl Receivables II, LLC, a Delaware limited liability company. 



        “UCC”
means the Uniform Commercial Code as from time to time in effect in the specified
jurisdiction. 



        “Warranty
Reserve Amount” means, as of any date of determination, (i) if the Minimum
Consolidated Tangible Net Worth Test is satisfied as of such date of determination, $0 and
(ii) if the Minimum Consolidated Tangible Net Worth Test is not satisfied as of such date
of determination, an amount equal to the product of (A) 35% and (B) the amount set forth
as accrued warranty costs in the balance sheet included in the financial statements of the
Servicer most recently delivered to the Agent pursuant to Section 7.1(a) hereof. 



        “Weekly
Period” means a period of seven days, commencing with a Wednesday and ending the
following Tuesday. 



        “Weekly
Report” means a report, in substantially the form of Exhibit IX-B hereto
(appropriately completed), furnished by the Servicer to the Agent pursuant to Section
8.5. 



        “Weekly
Reporting Date” means, with respect to any Weekly Period, the Wednesday following
the last day of such Weekly Period or, if such Wednesday is not a Business Day, the next
day thereafter that is a Business Day. 



        “Weighted
Average Contractual Coupon” means, as determined as of the most recent
Incremental Purchase or Reinvestment hereunder, the rate set forth in the Weekly Report
delivered immediately prior to such Incremental Purchase or Reinvestment as being the
weighted average contractual interest rate at which the principal amount of the
Receivables comprising the Pool Receivables (after giving effect to such Incremental
Purchase or Reinvestment) bear interest. 



        “Wholesale
Receivable” means a right to payment of a monetary obligation (whether or not
earned by performance and howsoever characterized under the UCC) resulting from (i)
transactions with Dealers (other than transactions consisting of sales or financing of
inventory of finished goods to Dealers for rental directly to retail customers), including
without limitation, so-called “dealer floor plan” arrangements, or (ii) other
wholesale transactions. 




26 









        “Yield”
means for each respective Tranche Period relating to Purchaser Interests of the Financial
Institutions and any Purchaser Interests or undivided interests in Purchaser Interests
assigned to a Funding Source pursuant to a Liquidity Agreement, an amount equal to the
product of the applicable Discount Rate for each Purchaser Interest multiplied by the
Capital of such Purchaser Interest for each day elapsed during such Tranche Period,
annualized on a 360 day basis. 



        All
accounting terms not specifically defined herein shall be construed in accordance with
GAAP. All terms used in Article 9 of the UCC in the State of New York, and not
specifically defined herein, are used herein as defined in such Article 9. 































27 









EXHIBIT II 



FORM OF PURCHASE NOTICE  



[Date]  



JPMorgan Chase Bank,
N.A., as Agent
Chase Tower
10 South Dearborn Street  
Chicago, Illinois 60670  
Attention:
Park Avenue Receivables Company, LLC Funding Manager  



	 	Re: 	Purchase
Notice 






Ladies and Gentlemen: 



        Reference
is hereby made to the Receivables Purchase Agreement (as amended, restated, supplemented
or otherwise modified from time to time, the “Receivables Purchase
Agreement”), dated as of March 15, 2006 by and among Gehl Funding II, LLC, a
Delaware limited liability company (the “Seller”), Gehl Company, a
Wisconsin corporation, as Servicer, the Financial Institutions, Park Avenue Receivables
Company, LLC (“Company”), and JPMorgan Chase Bank, N.A., as Agent.
Capitalized terms used herein shall have the meanings assigned to such terms in the
Receivables Purchase Agreement. 



        The
Agent is hereby notified of the following Incremental Purchase: 



	

	Purchase Price:	$__________________________________
	

	Date of Purchase:	__________________________________
	

	Requested Discount Rate: 1	[LIBO Rate] [Prime Rate]
	






        Please
credit the Purchase Price in immediately available funds to [Account Number] [and then
wire-transfer the Purchase Price in immediately available funds on the above-specified
date of purchase to: 



[Account Name]  
[Account No.]  
[Bank
Name & Address]  
[ABA #]  









     1    
          Applicable only where the Financial Institutions are purchasing the Purchaser
          Interests. 




1 









Reference:  
Telephone
advice to: [Name] @ tel. No. ( )  



        Please
advise [Name] at telephone no ( ) _________________ if Company will not be making this
purchase.  




        In
connection with the Incremental Purchase to be made on the above listed “Date of
Purchase” (the “Purchase Date”), the Seller hereby certifies that
the following statements are true on the date hereof, and will be true on the Purchase
Date (before and after giving effect to the proposed Incremental Purchase): 



        (i)             the
representations and warranties of the Seller set forth in Section 5.1 of the
          Receivables Purchase Agreement are true and correct on and as of the Purchase
          Date as though made on and as of such date;  




        (ii)           no
event has occurred and is continuing, or would result from the proposed
          Incremental Purchase, that will constitute an Amortization Event or a Potential
          Amortization Event;  




        (iii)              the
Facility Termination Date has not occurred, the Aggregate Capital does not
          exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed
          100%;  




        (iv)             the
amount of Aggregate Capital is $_________ after giving effect to the
          Incremental Purchase to be made on the Purchase Date;  




        (v)               the
Hedge Agreement is in effect; and  




        (vi)            no
material adverse change has occurred since the March 15, 2006 in the
          collectibility of the Pool Receivables taken as a whole or in the financial
          condition or operations of the Originator, the Provider, the Seller, any Gehl
          Entity or Seller.  




		Very truly yours,
	
 	GEHL FUNDING II, LLC
	

 	By:________________________________________
		Name:
		Title:











2   










EXHIBIT III 



PLACE OF BUSINESS OF
THE SELLER;
LOCATION OF RECORDS;  
FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)  



Place of Business: 



	 	
143
Water Street          
West Bend, WI 53095 






Locations of Records: 



	 	
143
Water Street          
West Bend, WI 53095 






Federal Employer
Identification Number: 



	 	
39-0300430 






Corporate, Partnership
Trade and Assumed Names: 



	 	
None 






PLACES OF BUSINESS OF
THE SERVICER;
LOCATIONS OF RECORDS;  
FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)  



Places of Business: 



	 	
143
Water Street          
West Bend, WI 53095 






Locations of Records: 



	 	
143
Water Street          
West Bend, WI 53095 






Federal Employer
Identification Number: 



	 	
39-0300430 






Corporate, Partnership
Trade and Assumed Names: 



	 	
Gehl
Finance 







1 










EXHIBIT IV 












































1 









EXHIBIT V 



FORM OF COMPLIANCE
CERTIFICATE  



        To:
 JPMorgan Chase Bank, N.A., as Agent 




        This
Compliance Certificate is furnished pursuant to that certain Receivables Purchase
Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”) dated as of March 15, 2006 among Gehl Funding II, LLC (the
“Seller”), Gehl Company (the “Servicer”), the Purchasers
party thereto and JPMorgan Chase Bank, N.A., as agent for such Purchasers. 



        THE
UNDERSIGNED HEREBY CERTIFIES THAT: 



        1.         I
am the duly elected ________of [Seller/Servicer].  




        2.         have
reviewed the terms of the Agreement and I have made, or have caused to be           made
under my supervision, a detailed review of the transactions and conditions           of
[Seller/Servicer] and its Subsidiaries during the accounting period covered           by
the attached financial statements.  




        3.         The
examinations described in paragraph 2 did not disclose, and I have no           knowledge
of, the existence of any condition or event which constitutes an           Amortization
Event or Potential Amortization Event, as each such term is defined           under the
Agreement, during or at the end of the accounting period covered by           the
attached financial statements or as of the date of this Certificate[, except           as
set forth in paragraph 4 below].  




        4.              Described
below are the exceptions, if any, to paragraph 3 by listing, in           detail, the
nature of the condition or event, the period during which it has           existed and
the action which [Seller/Servicer] has taken, is taking, or proposes           to take
with respect to each such condition or event:________________________________ 




        The
foregoing  certifications  and the financial  statements  delivered  with this
 Certificate in support hereof, are made and delivered this ____            day of
_______________________, _____. 








	 	
______________________________
                                                           
[Name]
                                                           

as __________, and not in
his/her individual capacity











1 










EXHIBIT VI 



FORMS OF DEALER
AGREEMENTS 



(attached) 





































1 











EXHIBIT VII 




FORM OF ASSIGNMENT
AGREEMENT  



        THIS
ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into as of
the ___ day of ____________, ____, by and between _____________________
(“Assignor”) and __________________ (“Assignee”). 



PRELIMINARY STATEMENTS 



        1.             This
Assignment Agreement is being executed and delivered in accordance with           Section
12.1(b) of that certain Receivables Purchase Agreement dated as of March           15,
2006 by and among Gehl Funding II, LLC, as Seller, Gehl Company, as           Servicer,
Park Avenue Receivables Company, LLC, JPMorgan Chase Bank, N.A., as           Agent, and
the Financial Institutions party thereto (as amended, modified or           restated from
time to time, the “Purchase Agreement”).           Capitalized terms
used and not otherwise defined herein are used with the           meanings set forth or
incorporated by reference in the Purchase Agreement.  




        2.             Assignor
is a Financial Institution party to the Purchase Agreement, and           Assignee wishes
to become a Financial Institution thereunder; and  




        3.             Assignor
is selling and assigning to Assignee an undivided ____________% (the “Transferred
Percentage”) interest in all of Assignor’s           rights and obligations
under the Purchase Agreement and the Transaction           Documents, including, without
limitation, Assignor’s Commitment and (if           applicable) the Capital of
Assignor’s Purchaser Interests as set forth           herein.  




        The
parties hereto hereby agree as follows: 



        1.              The
sale, transfer and assignment effected by this Assignment Agreement shall
          become effective (the “Effective Date”) two (2) Business Days
          (or such other date selected by the Agent in its sole discretion) following the
          date on which a fully executed notice substantially in the form of Schedule II
          to this Assignment Agreement (“Effective Notice”) is delivered
          by the Agent to Company, the Seller, Assignor and Assignee. From and after the
          Effective Date, Assignee shall be a Financial Institution party to the Purchase
          Agreement for all purposes thereof as if Assignee were an original party
thereto           and Assignee agrees to be bound by all of the terms and provisions
contained           therein.  




        2.              If
Assignor has no outstanding Capital under the Purchase Agreement, on the
          Effective Date, Assignor shall be deemed to have hereby transferred and
assigned           to Assignee, without recourse, representation or warranty (except as
provided in           paragraph 6 below), and the Assignee shall be deemed to have hereby
irrevocably           taken, received and assumed from Assignor, the Transferred
Percentage of           Assignor’s Commitment and all rights and obligations
associated therewith           under the terms of the Purchase Agreement, including,
without limitation, the           Transferred Percentage of Assignor’s future
funding obligations under           Section 4.1 of the Purchase Agreement.  





1 









        3.              If
Assignor has any outstanding Capital under the Purchase Agreement, at or           before
12:00 noon, local time of Assignor, on the Effective Date Assignee shall           pay to
Assignor, in immediately available funds, an amount equal to the sum of           (i) the
Transferred Percentage of the outstanding Capital of Assignor’s           Purchaser
Interests (such amount, being hereinafter referred to as the           “Assignee’s
Capital”); (ii) all accrued but unpaid           (whether or not then due) Yield
attributable to Assignee’s Capital; and           (iii) accruing but unpaid fees and
other costs and expenses payable in respect           of Assignee’s Capital for the
period commencing upon each date such unpaid           amounts commence accruing, to and
including the Effective Date (the           “Assignee’s Acquisition Cost”);
whereupon, Assignor shall           be deemed to have sold, transferred and assigned to
Assignee, without recourse,           representation or warranty (except as provided in
paragraph 6 below), and           Assignee shall be deemed to have hereby irrevocably
taken, received and assumed           from Assignor, the Transferred Percentage of
Assignor’s Commitment and the           Capital of Assignor’s Purchaser
Interests (if applicable) and all related           rights and obligations under the
Purchase Agreement and the Transaction           Documents, including, without
limitation, the Transferred Percentage of           Assignor’s future funding
obligations under Section 4.1 of the Purchase           Agreement.  




        4.            Concurrently
with the execution and delivery hereof, Assignor will provide to           Assignee
copies of all documents requested by Assignee which were delivered to           Assignor
pursuant to the Purchase Agreement.  




        5.            Each
of the parties to this Assignment Agreement agrees that at any time and           from
time to time upon the written request of any other party, it will execute           and
deliver such further documents and do such further acts and things as such
          other party may reasonably request in order to effect the purposes of this
          Assignment Agreement.  




        6.            By
executing and delivering this Assignment Agreement, Assignor and Assignee
          confirm to and agree with each other, the Agent and the Financial Institutions
          as follows: (a) other than the representation and warranty that it has not
          created any Adverse Claim upon any interest being transferred hereunder,
          Assignor makes no representation or warranty and assumes no responsibility with
          respect to any statements, warranties or representations made by any other
          Person in or in connection with the Purchase Agreement or the Transaction
          Documents or the execution, legality, validity, enforceability, genuineness,
          sufficiency or value of Assignee, the Purchase Agreement or any other
instrument           or document furnished pursuant thereto or the perfection, priority,
condition,           value or sufficiency of any collateral; (b) Assignor makes no
representation or           warranty and assumes no responsibility with respect to the
financial condition           of the Seller, any Obligor, any Seller Affiliate or the
performance or           observance by the Seller, any Obligor, any Seller Affiliate of
any of their           respective obligations under the Transaction Documents or any
other instrument           or document furnished pursuant thereto or in connection
therewith; (c) Assignee           confirms that it has received a copy of the Purchase
Agreement and copies of           such other Transaction Documents, and other documents
and information as it has           requested and deemed appropriate to make its own
credit analysis and decision to           enter into this Assignment Agreement; (d)
Assignee will, independently and           without reliance upon the Agent, Company, the
Seller or any other Financial           Institution or Purchaser and based on such
documents and information as it shall           deem appropriate at the time, continue to
make its own credit decisions in           taking or not taking action under the Purchase
Agreement and the Transaction           Documents; (e) Assignee appoints and authorizes
the Agent to take such action as           agent on its behalf and to exercise such
powers under the Transaction Documents           as are delegated to the Agent by the
terms thereof, together with such powers as           are reasonably incidental thereto;
and (f) Assignee agrees that it will perform           in accordance with their terms all
of the obligations which, by the terms of the           Purchase Agreement and the other
Transaction Documents, are required to be           performed by it as a Financial
Institution or, when applicable, as a Purchaser.  




2 










        7.            Each
party hereto represents and warrants to and agrees with the Agent that it           is
aware of and will comply with the provisions of the Purchase Agreement,
          including, without limitation, Section 13.6 thereof.  




        8.            Schedule
I hereto sets forth the revised Commitment of Assignor and the           Commitment of
Assignee, as well as administrative information with respect to           Assignee.  




        9.            THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE           WITH,
THE LAWS OF THE STATE OF NEW YORK.  




        10.              Assignee
hereby covenants and agrees that, prior to the date which is one year           and one
day after the payment in full of all senior indebtedness for borrowed           money of
Company, it will not institute against, or join any other Person in           instituting
against, Company any bankruptcy, reorganization, arrangement,           insolvency or
liquidation proceedings or other similar proceeding under the laws           of the
United States or any state of the United States.  




[remainder of page left
intentionally blank]  

















3 









        IN
WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed
by their respective duly authorized officers of the date hereof. 




	 	
[ASSIGNOR]
                                                     

By:______________________________________________
                                                                                               
Name:
                                                     
Title:







	 	
[ASSIGNEE]
                                                     

By:______________________________________________
                                                                                               
Name:
                                                     
Title:




























4 










SCHEDULE I TO
ASSIGNMENT AGREEMENT  



LIST OF LENDING
OFFICES, ADDRESSES
FOR NOTICES AND COMMITMENT AMOUNTS  




Date: _______________,
____ 



Transferred Percentage:
   ________% 









	

	
	A-1
	A-2
	B-1
	B-2

	Assignor
	Commitment 
(prior to
giving 
effect to the

Assignment 
Agreement)
	Commitment (after

giving effect to

the Assignment

Agreement)
	Outstanding

Capital

(if any)
	Ratable Share of 
Outstanding
Capital

	

	


	
	
	A-2
	B-1
	B-2

	Assignee
	
	Commitment (after

giving effect to

the Assignment

Agreement)
	Outstanding

Capital

(if any)
	Ratable Share of
Outstanding Capital

	
	
	
	
	





Address for Notices
____________________
____________________ 




Attention: 
Phone: 
Fax: 














5 









SCHEDULE II TO
ASSIGNMENT AGREEMENT 



EFFECTIVE NOTICE 




TO: ________________________,
Assignor      
      ________________________      
      ________________________
     
      ________________________ 



TO: ________________________,
Assignee      
      ________________________     
      ________________________
     
      ________________________ 



	TO:  	Gehl
Funding II, LLC, Seller                   
143 Water Street          
West Bend, WI 53095









        The
undersigned, as Agent under the Receivables Purchase Agreement dated as of March 15, 2006
by and among Gehl Funding II, LLC, a Delaware corporation, as Seller (the
“Seller”), Gehl Company, a Delaware corporation, as Servicer, Park Avenue
Receivables Company, LLC (the “Company”), JPMorgan Chase Bank, N.A., as
Agent, and the Financial Institutions party thereto, hereby acknowledges receipt of
executed counterparts of a completed Assignment Agreement dated as of ____________, ____
between __________________, as Assignor, and __________________, as Assignee. Terms
defined in such Assignment Agreement are used herein as therein defined. 



        1.             Pursuant
to such Assignment Agreement, you are advised that the Effective Date           will be
______________, ____.  




        2.             Company
hereby consents to the Assignment Agreement as required by Section           12.1(b) of
the Receivables Purchase Agreement.  




                  [3.    
Pursuant to such Assignment Agreement, the Assignee is required to pay
          $____________ to Assignor at or before 12:00 noon (local time of Assignor) on
          the Effective Date in immediately available funds.] 




[signature page follows] 











6 

















		Very truly yours,
	
 	JPMORGAN CHASE BANK, N.A., as Agent
	

 	By:_______________________________
		Name:
		Title:
	
 	Acknowledged and Agreed to as of the date first written
		above:
	
 	PARK AVENUE RECEIVABLES COMPANY, LLC
	

 	By:_______________________________
		Name:
		Title:
























7 












EXHIBIT VIII 



CREDIT AND COLLECTION
POLICY  



(attached) 






















1 










EXHIBIT IX-A 



FORM OF MONTHLY REPORT  



(attached) 






















1 









EXHIBIT IX-B 



FORM OF WEEKLY REPORT  



(attached) 






















1 










EXHIBIT X 



FORM OF REDUCTION
NOTICE  



[Date] 



JPMorgan Chase Bank,
N.A., as Agent
Chase Tower
10 South Dearborn Street  
Chicago, Illinois 60670  
Attention:
Park Avenue Receivables Company, LLC Funding Manager  



	 	Re: 	Reduction
Notice 






Ladies and Gentlemen: 



        Reference
is hereby made to the Receivables Purchase Agreement, dated as of March 15, 2006 (as
amended, restated supplemented or otherwise modified from time to time, the
“Receivables Purchase Agreement”) by and among Gehl Funding II, LLC, a
Delaware corporation (the “Seller”), Gehl Company, a Wisconsin
corporation, as Servicer, the Financial Institutions, Park Avenue Receivables Company, LLC
(“Company”), and JPMorgan Chase Bank, N.A., as Agent (the
“Agent”). Capitalized terms used herein shall have the meanings assigned
to such terms in the Receivables Purchase Agreement. 



        Pursuant
to Section 1.2 of the Receivables Purchase Agreement, the Seller hereby notifies the Agent
of the following reduction of Aggregate Capital from Collections. The proposed date of
such reduction is [DATE] (the “Proposed Reduction Date”).2
The amount of Aggregate Capital to be reduced on the Proposed Reduction Date is
$_____________. 



		Very truly yours,
	
 	GEHL FUNDING II, LLC
	
 	By:____________________________________
		  Name:
		    Title:



















2 Must be at least two Business Days
later than the date of the notice. 






1 









EXHIBIT XI 



FORMS CONTRACTS  



(attached) 







































1 









Schedule A 



Commitments 



	

	Financial Institution	Commitment
	

	JPMorgan Chase Bank, N.A.	$300,000,000
	


























1 









Schedule B 



List of Closing
Documents 



(attached) 
























1 









Schedule C 



Financial Tests



        A.     Definitions:
Capitalized terms used herein and not otherwise defined           herein shall have the
meanings attributed to such terms in Exhibit I to           the Agreement. The
following additional terms shall have the following meanings           when used in this
Schedule C:  




        “Acquisition”
has the meaning assigned to it in the Credit Agreement. 



        “Bank
Agent” means the “Administrative Agent” under the Credit Agreement. 



        “Capital
Expenditures” means, with respect to any Person for any period, the aggregate
amount of all expenditures (whether paid in cash or accrued as a liability) by such Person
during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed
or capital assets or additions to property, plant, or equipment (including replacements,
capitalized repairs, and improvements) which should be capitalized on the balance sheet of
such Person in accordance with GAAP. 



        “Capital
Lease” means any lease of Property which in accordance with GAAP is required to
be capitalized on the sheet of the lessee. 



        “Capitalized
Lease Obligation” means, for any Person, the amount of the liability shown on the
balance sheet of such Person in respect of a Capital Lease determined in accordance with
GAAP. 



        “Disposition”
has the meaning assigned to it in the Credit Agreement. 



        “EBITDA”
means, with reference to any period, Net Income for such period plus the sum of all
amounts deducted in arriving at such Net Income amount in respect of (a) Interest Expense
for such period, (b) federal, state, and local income taxes for such period, (c)
depreciation of fixed assets and amortization of intangible assets for such period and (d)
extraordinary losses for such period, minus (e) all amounts included within Net Income in
respect of extraordinary gains for such period. To the extent that any Permitted
Acquisition or any Disposition of a Subsidiary or other significant business unit occurs
during any such period for which EBITDA is to be determined hereunder, EBITDA shall (x)
include, with respect to any such Permitted Acquisition, EBITDA of the Acquired Business
which is the subject of such Permitted Acquisition (to the extent not subsequently sold or
otherwise disposed of during such period), determined as if such Permitted Acquisition had
occurred on the first day of such period, all as calculated by Gehl and reasonably
satisfactory to the Bank Agent, and (y) exclude, with respect to any such Disposition,
EBITDA of the Subsidiary or significant business unit which is the subject of such
Disposition, determined as if such Disposition had occurred on the first day of such
period. 




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        “Excess
Securitization Transaction Indebtedness” means, at any time, the principal amount
of all Securitization Transaction Indebtedness in excess of $20,000,000 outstanding at
such time. 



        “Event
of Loss” means, with respect to any Property, any of the following: (a) any loss,
destruction or damage of such Property or (b) any condemnation, seizure, or taking, by
exercise of the power of eminent domain or otherwise, of such Property, or confiscation of
such Property or the requisition of the use of such Property. 



        “Indebtedness
for Borrowed Money” means for any Person (without duplication) (a) all
indebtedness created, assumed or incurred in any manner by such Person representing money
borrowed (including by the issuance of debt securities), (b) all indebtedness for the
deferred purchase price of property or services (other than trade accounts payable arising
in the ordinary course of business which are not more than ninety (90) days past due), (c)
all indebtedness secured by any Lien upon Property of such Person, whether or not such
Person has assumed or become liable for the payment of such indebtedness, (d) all
Capitalized Lease Obligations of such Person, (e) all obligations of such Person on or
with respect to letters of credit, bankers’ acceptances (included at the full stated
or face amount thereof, whether or not drawn or matured, as the case may be) and other
extensions of credit whether or not representing obligations for borrowed money and (f)
all Securitization Transaction Indebtedness. 



        “Interest
Coverage Ratio” means, as of the last day of any fiscal quarter of Gehl, the
ratio of EBITDA of Gehl and its Subsidiaries for the period of four fiscal quarters then
ended to Interest Expense for such period, provided that, to the extent that EBITDA for
such period is adjusted to account for any Acquisition or Disposition as described in the
definition of “EBITDA” herein, Interest Expense for such period shall also be
adjusted to reflect such Acquisition or Disposition on a pro forma basis in a manner
reasonably acceptable to the Bank Agent. 



        “Interest
Expense” means, with reference to any period, the sum of all interest charges
(including imputed interest charges with respect to Capitalized Lease Obligations and all
amortization of debt discount and expense) of Gehl and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP. 



        “Net
Cash Proceeds” means, as applicable, (a) with respect to any Disposition by a
Person, cash and cash equivalent proceeds received by or for such Person’s account,
net of (i) reasonable direct costs relating to such Disposition and (ii) sale, use or
other transactional taxes paid or payable by such Person as a direct result of such
Disposition, (b) with respect to any Event of Loss of a Person, cash and cash equivalent
proceeds received by or for such Person’s account (whether as a result of payments
made under any applicable insurance policy therefor or in connection with condemnation
proceedings or otherwise), net of reasonable direct costs incurred in connection with the
collection of such proceeds, awards or other payments, and (c) with respect to any
offering of equity securities of a Person or the issuance of any Indebtedness for Borrowed
Money by a Person, cash and cash equivalent proceeds received by or for such Person’s
account, net of reasonable legal, underwriting, and other fees and expenses incurred as a
direct result thereof. 




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        “Net
Income” means, with reference to any period, the net income (or net loss) of Gehl
and its Subsidiaries for such period computed on a consolidated basis in accordance with
GAAP; provided that there shall be excluded from Net Income (a) except to the extent
otherwise specifically provided in the definition of “EBITDA” herein when Net
Income is used as a component of EBITDA for the purposes of calculations under this
Agreement, the net income (or net loss) of any Person accrued prior to the date it becomes
a Subsidiary of, or has merged into or consolidated with, Gehl or another Subsidiary, and
(b) the net income (or net loss) of any Person (other than a Subsidiary) in which Gehl or
any of its Subsidiaries has a equity interest, except to the extent of the amount of
dividends or other distributions actually paid to Gehl or any of its Subsidiaries during
such period. 



        “Net
Worth” means, for any Person and at any time the same is to be determined, total
shareholder’s equity (including capital stock, additional paid-in capital, and
retained earnings after deducting treasury stock) which would appear on the balance sheet
of such Person in accordance with GAAP. 



        “Permitted
Acquisition” has the meaning assigned to it in the Credit Agreement. 



        “Property”
means, as to any Person, all types of real, personal, tangible, intangible or mixed
property owned by such Person whether or not included in the most recent balance sheet of
such Person and its subsidiaries under GAAP. 



        “Qualified
Securitization Transaction” means any transaction or series of transactions,
whether structured as a sale or as a secured loan, that may be entered into by Gehl or any
Subsidiary pursuant to which Gehl or any Subsidiary may sell, convey or otherwise transfer
to a newly-formed Subsidiary or other special-purpose entity, or any other Person, any
installment sale contracts, installment promissory notes, security agreements and rights
related thereto, provided that the installment sale contracts, installment promissory
notes, security agreements and related rights and assets transferred in such transaction
or series of transactions arise from sales or financing of inventory or finished goods
directly to retail customers or to Dealers for lease (but not sale) directly to retail
customers (and excluding, in any event, all wholesale receivables) and may include,
without limitation, installment sale contracts, installment promissory notes and security
agreements repurchased from third-party creditors. 



        “Securitization
Transaction Indebtedness” means the amount of obligations outstanding under the
legal documents entered into as part of any Qualified Securitization Transaction which is
required to be shown as indebtedness on a consolidated balance sheet of Gehl and its
Subsidiaries prepared in accordance with GAAP. 



        “SPE”
means a Person which is a special purpose entity wholly or partially owned by Gehl or any
Subsidiary and which is a party to any Qualified Securitization Transaction, substantially
all of the assets of which are assets transferred to such Person as a part of or in
connection with such Qualified Securitization Transaction and which conducts no business
or activity other than its participation in such Qualified Securitization Transaction. 




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        “Successor
Servicer” has the meaning specified in Section 8.1. 



        “Tangible
Net Worth” means Net Worth less the sum of (a) the aggregate book value of all
assets which would be classified as intangible assets under GAAP, including, without
limitation, goodwill, patents, trademarks, trade names, copyrights, franchises and
deferred charges (including, without limitation, unamortized debt discount and expense,
organization costs and deferred research and development expense) and similar assets and
(b) the write-up of assets above cost as a result of a revaluation thereof. 



        “Total
Capitalization Ratio” means, at any time the same is to be determined, the ratio
of (a) Total Funded Debt to (b) the sum of (i) Total Funded Debt and (ii) Net Worth. 



        “Total
Funded Debt” means, at any time the same is to be determined, the sum (but
without duplication) of (a) all Indebtedness for Borrowed Money of Gehl and its
Subsidiaries at such time, but excluding all Securitization Transaction Indebtedness other
than Excess Securitization Transaction Indebtedness, (b) the amount of recourse, as
reasonably determined by the Bank Agent, to Gehl or any Subsidiary (other than an SPE)
with respect to the assets transferred in any Qualified Securitization Transaction entered
into after June 3, 2005, other than that portion of any such recourse reasonably
attributable to a portion of such Qualified Securitization Transaction with respect to
which the obligations of Gehl and its Subsidiaries constitute Excess Securitization
Transaction Indebtedness, and (c) all Indebtedness for Borrowed Money of any other Person
which is directly or indirectly guaranteed by Gehl or any of its Subsidiaries or which
Gehl or any of its Subsidiaries has agreed (contingently or otherwise) to purchase or
otherwise acquire or in respect of which Gehl or any of its Subsidiaries has otherwise
assured a creditor against loss. 



        B.    Financial
Tests. The occurrence of any of the following shall constitute           a Servicer
Event of Termination under the Agreement:  




        (1)    Total
Capitalization Ratio. The Total Capitalization Ratio shall be           greater than
0.50 to 1.0 at any time.  




        (2)    Tangible
Net Worth. Consolidated Tangible Net Worth of Gehl and its           Subsidiaries
shall be an amount less than the sum of (x) $100,000,000, plus (y) 50% of
cumulative Net Income of Gehl and its Subsidiaries for           each fiscal quarter
commencing with the fiscal quarter ending June 30, 2005           (without deduction for
losses), plus (z) 50% of the aggregate Net Cash           Proceeds of equity
issuances received by Gehl and its Subsidiaries after the           June 3, 2005.  




        (3)    Interest
Coverage Ratio. As of the last day of each fiscal quarter of           Gehl, the
Interest Coverage Ratio shall be less than 3.0 to 1.0.  




        (4)    Capital
Expenditures. Gehl and its Subsidiaries shall incur Capital           Expenditures in
an amount in excess of $15,000,000 in the aggregate during any           fiscal year of
Gehl.  





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        (5)    Operating
Leases. Gehl and its Subsidiaries shall create, incur or suffer           to exist
obligations for fixed rentals and other consideration payable by Gehl           and its
Subsidiaries under operating leases in an aggregate amount in excess of
          $5,000,000 during any fiscal year of Gehl.  

























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Schedule D 



Schedule of Receivables
as of the date of this Agreement  



(attached)  






















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