RECEIVABLES PURCHASE
AND SALE AGREEMENT 



DATED AS OF MARCH 15,
2006 



BETWEEN 



GEHL RECEIVABLES II,
LLC, 



AS TRANSFEROR 



AND 



GEHL FUNDING II, LLC, 



AS BUYER 










TABLE OF CONTENTS 












		Page
	
ARTICLE I AMOUNTS AND TERMS	  2
	
    SECTION 1.01. Purchase of Transferred Receivables	  2
	    SECTION 1.02. Payment for the Purchase	  3
	    SECTION 1.03. Purchase Price Credit Adjustments	  5
	    SECTION 1.04. Payments and Computations, Etc	  6
	    SECTION 1.05. Transfer of Records	  6
	    SECTION 1.06. Characterization	  7
	
ARTICLE II REPRESENTATIONS AND WARRANTIES	  8
	
    SECTION 2.01. Representations and Warranties of Transferor	  8
	
ARTICLE III CONDITIONS OF PURCHASE	11
	
    SECTION 3.01. Conditions Precedent to Purchase	11
	    SECTION 3.02. Conditions Precedent to Subsequent Payments	12
	
ARTICLE IV COVENANTS	12
	
    SECTION 4.01. Affirmative Covenants of Transferor	12
	    SECTION 4.02. Negative Covenants of Transferor	19
	
ARTICLE V TERMINATION EVENTS	20
	
    SECTION 5.01. Termination Events	20
	    SECTION 5.02. Remedies	21
	
ARTICLE VI INDEMNIFICATION	22
	
    SECTION 6.01. Indemnities by Transferor	22
	    SECTION 6.02. Other Costs and Expenses	24
	
ARTICLE VII MISCELLANEOUS	24
	
    SECTION 7.01. Waivers and Amendments	24
	    SECTION 7.02. Notices	25
	    SECTION 7.03. Protection of Ownership Interests of Buyer	25
	    SECTION 7.04. Confidentiality	26
	    SECTION 7.05. Bankruptcy Petition	26
	    SECTION 7.06. CHOICE OF LAW	27
	    SECTION 7.07. CONSENT TO JURISDICTION	27
	    SECTION 7.08. WAIVER OF JURY TRIAL	27
	    SECTION 7.09. Integration; Binding Effect; Survival of Terms	27
	    SECTION 7.10. Counterparts; Severability; Section References	28




i 











Exhibits and Schedules 







			
	Exhibit I	-	Definitions
	
Exhibit II	-	Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
	
Exhibit III	-	Lockboxes; Lockbox Account and Lockbox Account Bank
	
Exhibit IV	-	Form of Compliance Certificate
	
Exhibit V	-	Form of Subordinated Note
	
Schedule A	-	Schedule of Receivables






















ii 










RECEIVABLES PURCHASE
AND SALE AGREEMENT 



        This
RECEIVABLES PURCHASE AND SALE AGREEMENT, dated as of March 15, 2006, is by and between
GEHL RECEIVABLES II, LLC, a Delaware limited liability company
(“Transferor”), and GEHL FUNDING II, LLC, a Delaware limited liability
company (“Buyer”). Unless defined elsewhere herein, capitalized terms
used in this Agreement shall have the meanings assigned to such terms in Exhibit I. 



PRELIMINARY STATEMENTS 



        Transferor
now owns, and from time to time hereafter will own, Receivables (each a
“Transferred Receivable”). Transferor wishes to sell and assign to Buyer,
and Buyer wishes to purchase from Transferor, all of Transferor’s right, title and
interest in and to all of Transferor’s Receivables, together with the Related
Security and Collections with respect thereto. 



        Transferor
and Buyer intend the transactions contemplated hereby to be true sales of the Transferred
Receivables from Transferor to Buyer, providing Buyer with the full benefits of ownership
of the Transferred Receivables, and Transferor and Buyer do not intend these transactions
to be, or for any purpose to be characterized as, loans from Buyer to Transferor. 



        Following
the purchase of Transferred Receivables from Transferor, Buyer will sell undivided
interests therein and in the associated Related Security and Collections pursuant to that
certain Receivables Purchase Agreement dated as of the date hereof (as the same may from
time to time hereafter be amended, supplemented, restated or otherwise modified, the
“Purchase Agreement”) among Buyer, Gehl Company, as Servicer (in such
capacity, the “Servicer”), Park Avenue Receivables Company, LLC
(“Company”), the financial institutions from time to time party thereto
(together with Company, the “Purchasers”) and JPMorgan Chase Bank, N.A.
(“JPMorgan Chase”) or any successor agent appointed pursuant to the terms
of the Purchase Agreement, as agent for the Purchasers (in such capacity, the
“Agent”). 



ARTICLE I  
AMOUNTS AND
TERMS  



        SECTION
1.01.     Purchase of Transferred Receivables. 




        (a)              Subject
to the terms and conditions hereof, Transferor agrees to sell, assign,
          transfer, set-over, contribute and otherwise convey to Buyer, without recourse
          (except to the extent expressly provided herein), and Buyer agrees to purchase
          or acquire from Transferor, all of Transferor’s right, title and interest
          in and to all Transferred Receivables existing as of the close of business on
          the Business Day immediately prior to the Initial Funding Date and all
          Transferred Receivables thereafter acquired by it until the Termination Date,
          together, in each case, with all Related Security relating thereto and all
          Collections thereon.  




        (b)              Effective
on the Initial Funding Date, in consideration for the Purchase Price           and upon
the terms and subject to the conditions set forth herein, Transferor           does
hereby sell, assign, transfer, set-over and otherwise convey to Buyer,           without
recourse (except to the extent expressly provided herein), and Buyer           does
hereby purchase from Transferor, all of Transferor’s right, title and
          interest in and to (i) the Receivables set forth on the Schedule of Receivables
          (other than the Existing Receivables, as to which Transferor has no, and claims
          no interest), existing as of the close of business on the Business Day
          immediately prior to the Initial Funding Date and (ii) the Receivables that
          shall be, from time to time, until the Termination Date, be added to or listed
          on the Schedule of Receivables, which are intended to be all Transferred
          Receivables thereafter acquired by it through until the Termination Date,
          together, in each case, with all Related Security relating thereto and all
          Collections thereon. In accordance with the preceding sentence, on the Initial
          Funding Date Buyer shall acquire all of Transferor’s right, title and
          interest in and to all Transferred Receivables existing as of the close of
          business on the Business Day immediately prior to the Initial Funding Date and
          thereafter arising through and including the Termination Date, together with
all           Related Security relating thereto and all Collections thereon; provided,
          that, Buyer shall be obligated to pay the Purchase Price therefor in accordance
          with Section 1.02. In connection with the payment of the Purchase Price
          for any Transferred Receivables purchased hereunder, Buyer may request that
          Transferor deliver, and Transferor shall deliver, such approvals, opinions,
          information, reports or documents as Buyer may reasonably request.  





2 









        (c)              It
is the intention of the parties hereto that the Purchases of Transferred
          Receivables made hereunder shall constitute sales of “accounts”,
          “payment intangibles” or “chattel paper” (as each such term
          is defined in Article 9 of the UCC), which sales are absolute and irrevocable
          and provide Buyer with the full benefits of ownership of the Transferred
          Receivables. Except for the Purchase Price Credits owed pursuant to Section
          1.03, the sales of Transferred Receivables hereunder are made without
          recourse to Transferor; provided, however, that (i) Transferor
          shall be liable to Buyer for all representations, warranties and covenants made
          by Transferor pursuant to the terms of the Transaction Documents to which
          Transferor is a party, and (ii) such sales do not constitute and are not
          intended to result in an assumption by Buyer or any assignee thereof of any
          obligation of Transferor or any other Person arising in connection with the
          Transferred Receivables, the related Contracts and/or other Related Security or
          any other obligations of Transferor. In view of the intention of the parties
          hereto that the Purchase of Transferred Receivables made hereunder shall
          constitute sales of such Transferred Receivables rather than loans secured
          thereby, Transferor agrees that it will, on or prior to the Initial Funding
Date           and in accordance with Section 4.01(e)(ii), mark its master data
          processing records, file cabinets and file folders relating to the Transferred
          Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s
          assignee), evidencing that Buyer has purchased such Transferred Receivables as
          provided in this Agreement and to note in its financial statements that the
          Transferred Receivables have been sold to Buyer. Upon the request of Buyer or
          the Agent (as Buyer’s assignee), Transferor will file such financing or
          continuation statements, or amendments thereto or assignments thereof, and such
          other instruments or notices, as may be necessary or appropriate to perfect and
          maintain the perfection of Buyer’s ownership interest in the Transferred
          Receivables and the Related Security and Collections with respect thereto, or
as           Buyer or the Agent (as Buyer’s assignee) may reasonably request.  




        SECTION
1.02.     Payment for the Purchase. 




        (a)              The
Purchase Price for the Purchase of Transferred Receivables in existence on           the
close of business on the Business Day immediate preceding the Initial           Funding
Date shall be payable in full by Buyer to Transferor on the Initial           Funding
Date, and shall be paid to Transferor in the following manner:  





3 









	 	        (i)              by
delivery of immediately available funds, in an amount confirmed by the           parties
hereto on the Initial Funding Date; provided, that a portion of           such
funds shall be offset by amounts owed by Transferor to Buyer or Transferor
          shall contribute Transferred Receivables on account of the issuance of equity
in           the manner contemplated in the operating agreement of the Buyer and having a
          total value of not less than the Required Capital Amount,  







	 	        (ii)              the
balance, by delivery of the proceeds of a subordinated revolving loan from
          Transferor to Buyer (a “Subordinated Loan”) in an amount not
to           exceed the least of (i) the remaining unpaid portion of such Purchase Price,
          (ii) the maximum Subordinated Loan that could be borrowed without rendering
          Buyer’s Net Worth less than the Required Capital Amount and (iii) the
          maximum Subordinated Loan that could be borrowed without rendering the Net
Value           less than the aggregate outstanding principal balance of the Subordinated
Loan           hereunder (including the Subordinated Loan proposed to be made on such
date).           The Transferor is hereby authorized by Buyer to endorse on the schedule
attached           to the Subordinated Note an appropriate notation evidencing the date
and amount           of each advance thereunder, as well as the date of each payment with
respect           thereto, provided that the failure to make such notation shall not
affect any           obligation of Buyer thereunder.  







Each Transferred Receivable coming
into existence after the Initial Funding Date shall be sold to Buyer on the first
Settlement Date following the date that such Transferred Receivable came into existence
and the Purchase Price for such Transferred Receivable shall be due and owing in full by
Buyer to Transferor or its designee on the Settlement Date that such Transferred
Receivable is transferred to the Buyer (except that Buyer may, with respect to any such
Purchase Price, offset against such Purchase Price any amounts owed by Transferor to Buyer
hereunder and which have become due but remain unpaid) and shall be paid to Transferor in
the manner provided in the following paragraphs (b) and (c). The conveyance of such
Transferred Receivables shall occur and take effect automatically upon the listing of each
such item in the Schedule of Receivables, without further action by any Person. 



        (b)              With
respect to any Transferred Receivables coming into existence after the           Initial
Funding Date, of each Settlement Date, Buyer shall pay the Purchase           Price
therefor in the following manner:  




            first,
by delivery of immediately  available  funds, to the extent of funds available to  Buyer
from its subsequent sale of interests in the Transferred Receivables under the Purchase
Agreement or other cash on hand;  




            second,
 by delivery of the proceeds of a  Subordinated  Loan,  provided that the making  of any
such Subordinated Loan shall be subject to the provisions set forth in Section
1.02(a)(ii); and  




4 











            third,
 unless  Transferor has declared the Termination  Date to have occurred  pursuant  to Section
5.02(b), at the election of the Transferor (which may be a standing election), by
accepting a contribution to its capital pursuant to its operating agreement in an amount
equal to the remaining unpaid balance of such Purchase Price.  




Subject to the limitations set forth
in Section 1.02(a)(ii), Transferor irrevocably agrees to advance each Subordinated
Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall
be evidenced by, and shall be payable in accordance with the terms and provisions of the
Subordinated Note. 



        (c)              From
and after the Termination Date, Transferor shall not be obligated to (but           may,
at its option) (i) sell Transferred Receivables to Buyer unless Transferor
          reasonably determines that the Purchase Price therefor will not be satisfied
          with funds available to Buyer from sales of interests in the Receivables
          pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans
          or otherwise or (ii) contribute Transferred Receivables to Buyer’s
capital.  




        SECTION
1.03.     Purchase Price Credit Adjustments.  If on any day: 




        (a)              the
Outstanding Balance of a Transferred Receivable is:  




	 	        (i)              reduced
as a result of any defective or rejected goods or services, any discount           or any
adjustment or otherwise by Originator, Transferor or, in the case of any
          Transferred Receivable acquired by Originator from a Dealer, by the applicable
          Dealer (other than cash Collections on account of the Transferred Receivables),
          or  







	 	        (ii)              reduced
or canceled as a result of a setoff in respect of any claim by any           Person
(whether such claim arises out of the same or a related transaction or an
          unrelated transaction), or  







        (b)              any
of the representations and warranties set forth in Article II are no
          longer true with respect to any Transferred Receivable,  




then, in such event, Buyer shall be
entitled to a credit (each, a “Purchase Price Credit”) against the
aggregate Purchase Price otherwise payable hereunder for new Transferred Receivables in an
amount equal to the amount of such reduction or cancellation in the case of clause (a) or
the Outstanding Balance of such Transferred Receivable in the case of clause (b). If such
Purchase Price Credit exceeds the Original Balance of the Transferred Receivables coming
into existence on any day, then Transferor shall pay the remaining amount of such Purchase
Price Credit in cash within 5 Business Days thereafter, provided that if the
Termination Date has not occurred, Transferor shall be allowed to deduct the remaining
amount of such Purchase Price Credit from any indebtedness owed to it under the
Subordinated Note. 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 Receivable transferred hereunder, Transferor shall be
deemed to have breached such representations and warranties so that a Purchase Price
Credit shall be payable by the Transferor in the amount of the Outstanding Balance of any
Transferred Receivable if (i) a Dealer shall have originated such Transferred Receivable,
(ii) such Dealer shall have suffered an Insolvency Event at any time following the date
such Transferred Receivable was transferred hereunder and (iii) an action is brought in
the Dealer’s bankruptcy case seeking to claim an affected Transferred 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 Transferred Receivable or proceeds,
assert any Adverse Claim on such Transferred Receivable or proceeds or otherwise challenge
the effectiveness or validity of such Dealer’s transfer of any Transferred 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. 




52 









        SECTION
1.04. Payments and Computations, Etc. All amounts to be paid or deposited by Buyer
hereunder shall be paid or deposited in accordance with the terms hereof on the day when
due in immediately available funds to the account of Transferor designated from time to
time by Transferor or as otherwise directed by Transferor. If any payment owed by any
Person hereunder becomes due on a day that is not a Business Day, then such payment shall
be made on the next succeeding Business Day. If any Person fails to pay any amount
hereunder when due, interest shall accrue on such unpaid amount at the rate per annum
specified in clause (ii) of the definition of “Default Fee” until such amount
is paid in full and, such Person agrees to pay such interest on demand; provided,
however, that such rate shall not at any time exceed the maximum rate permitted by
applicable law. All computations of interest payable hereunder shall be made on the basis
of a year of 360 days for the actual number of days (including the first but excluding
the last day) elapsed.  




        SECTION
1.05.     Transfer of Records. 




        (a)              In
connection with the Purchases of Transferred Receivables hereunder,           Transferor
hereby sells, transfers, assigns and otherwise conveys to Buyer all           of
Transferor’s right and title to and interest in the Records relating to
          all Transferred Receivables sold hereunder, without the need for any further
          documentation in connection with the Purchases. In connection with such
          transfer, Transferor hereby grants to each of Buyer, the Agent and the Servicer
          an irrevocable, non-exclusive license to use, without royalty or payment of any
          kind, all software used by Transferor to account for the Transferred
          Receivables, to the extent necessary to administer the Transferred Receivables,
          whether such software is owned by Transferor or is owned by others and used by
          Transferor under license agreements with respect thereto, provided that
          should the consent of any licensor of Transferor to such grant of the license
          described herein be required, Transferor hereby agrees that upon the request of
          Buyer (or the Agent as Buyer’s assignee), Transferor will use its
          reasonable efforts to obtain the consent of such third-party licensor. The
          license granted hereby shall be irrevocable, and shall terminate on the date
          this Agreement terminates in accordance with its terms.  




        (b)              Transferor
(i) shall take such action requested by Buyer and/or the Agent (as           Buyer’s
assignee), from time to time hereafter, that may be necessary or           appropriate to
ensure that Buyer and Buyer’s assigns under the Purchase           Agreement have an
enforceable ownership interest in the Records relating to the           Transferred
Receivables purchased from Transferor hereunder, and (ii) shall use           its
reasonable efforts to ensure that Buyer, the Agent and the Servicer each has           an
enforceable right (whether by license or sublicense or otherwise) to use all           of
the computer software used to account for the Transferred Receivables and/or           to
recreate such Records.  




6 










        SECTION
1.06.     Characterization. 




        (a)              If,
notwithstanding the intention of the parties expressed in Section           1.01(c),
any sale or contribution by Transferor to Buyer of Transferred           Receivables
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. For this purpose and without being in derogation of the           parties’ intention
that the sale of Transferred Receivables hereunder shall           constitute a true sale
thereof, Transferor hereby grants to Buyer a valid and           perfected security
interest in all of Transferor’s right, title and           interest in, to and under
all Transferred Receivables now existing and hereafter           arising, all
Collections, all Related Security and Records with respect thereto,           all other
rights and payments relating to the Transferred Receivables and all           proceeds of
the foregoing, and all other assets in which Buyer has acquired, may           hereafter
acquire and/or purports pursuant to the terms and provisions of this           Agreement
to have acquired an interest under this Agreement to secure all           payment and
performance obligations of Transferor hereunder (including (a) the           obligation
to remit all Collections with respect to the Transferred Receivables           to the
Buyer and (b) the obligation to transfer Receivables to the Buyer with a           value
at least equal to the Transferred Receivables, Collections thereon and the
          Related Security with respect thereto) which security interest shall be prior
to           all other Adverse Claims thereto. After the occurrence of a Termination
Event,           Buyer and its assigns shall have, in addition to the rights and remedies
which           they may have under this Agreement, all other rights and remedies
provided to a           secured creditor after default under the UCC and other applicable
law, which           rights and remedies shall be cumulative. In the case of any
Recharacterization,           each of the Transferor and the Buyer represents and
warrants as to itself that           each remittance of Collections and other property by
the Transferor to the Buyer           hereunder will have been (i) in payment of a debt
incurred by the Transferor in           the ordinary course of business or financial
affairs of the Transferor and the           Buyer and (ii) made in the ordinary course of
business or financial affairs of           the Transferor and the Buyer.  




        (b)              Transferor
hereby authorizes Buyer (and any of its assigns), within the meaning           of Section
9-509 of any applicable enactment of the UCC, as secured party, to           file,
without the signature of the debtor, the UCC financing statements           contemplated
hereby.  




        (c)              Transferor
acknowledges (i) that Buyer, pursuant to the Purchase Agreement,           shall assign
to the Agent, for the benefit of the Agent, the Purchasers and the           Hedge
Providers under the Purchase Agreement, such rights, remedies, powers and
          privileges and (ii) that the Agent may further assign such rights, remedies,
          powers and privileges to the extent permitted in the Purchase Agreement.
          Transferor agrees that the Agent, as the assignee of the Buyer, shall, subject
          to the terms of the Purchase Agreement, have the right to enforce this
Agreement           and to exercise directly all of Buyer’s rights and remedies
under this           Agreement (including, without limitation, the right to give or
withhold any           consents or approvals of Buyer to be given or withheld hereunder,
and, in any           case, without regard to whether specific reference is made to Buyer’s
          assigns in the provisions of this Agreement which set forth such rights and
          remedies) and Transferor agrees to cooperate fully with the Agent and the
          Purchasers in the exercise of such rights and remedies. Transferor further
          agrees to give to the Agent copies of all notices it is required to give to
          Buyer hereunder.  





7 









ARTICLE II
 
REPRESENTATIONS AND WARRANTIES  



        SECTION
2.01.     Representations  and  Warranties of  Transferor.  Transferor  hereby
 represents  and warrants to Buyer and its assigns as of the date hereof and on the date
of each Purchase hereunder that: 




        (a)    Limited
Liability Company Existence and Power. Transferor is (1) a           limited
liability company duly organized, validly existing and in good standing           under
the laws of the State of Delaware, and (2) is duly qualified to do           business and
is in good standing as a foreign limited liability company, 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. Transferor is organized
solely           under the laws of the State of Delaware.  




        (b)    Power
and Authority; Due Authorization Execution and Delivery. The           execution and
delivery by Transferor of this Agreement and each other           Transaction Document to
which it is a party, and the performance of its           obligations hereunder and
thereunder and, Transferor’s use of the proceeds           of the Purchase 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
Transferor is a party has been duly executed and delivered by           Transferor.  




        (c)    No
Conflict. The execution and delivery by Transferor 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 (or equivalent organizational
          documents), (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 Transferor or its Subsidiaries (except as created hereunder) 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 required
hereunder, 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 Transferor 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 by or           before any
governmental authority, or to the best of Transferor’s           knowledge,
threatened, against or affecting Transferor, or any of its           properties, in or
before any court, arbitrator or other body. Transferor is not           in default with
respect to any order of any court, arbitrator or governmental           authority.  





8 









        (f)    Binding
Effect. This Agreement and each other Transaction Document to           which
Transferor is a party constitute the legal, valid and binding obligations           of
Transferor enforceable against Transferor 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           Transferor or any
of its Affiliates to Buyer (or its assigns) 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 Transferor or any of its Affiliates to Buyer (or its           assigns) 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)    Use
of Proceeds. No proceeds of the 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 13 or 14 of the Securities Exchange Act of 1934, as
          amended.  




        (i)    Good
Title. Immediately prior to the time each Transferred Receivable is           sold
hereunder, Transferor shall be the legal and beneficial owner of each such
          Transferred Receivable 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 Transferor’s ownership interest in
each           Transferred Receivable, its Collections and the Related Security.  




        (j)    Perfection.
This Agreement, together with the filing of the financing           statements
contemplated hereby, is effective to, and shall, upon each Purchase           hereunder,
transfer to Buyer (and Buyer shall acquire from Transferor) legal and           equitable
title to, with the right to sell and encumber each Transferred           Receivable
existing and hereafter arising, together with 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
          Buyer’s ownership interest in the Transferred Receivables, the Related
          Security and the Collections.  




        (k)    Places
of Business. The principal places of business and chief executive           office of
Transferor and the offices where it keeps all of its Records are           located at the
address listed on Exhibit II or such other locations of           which Buyer has
been notified in accordance with Section 4.02(a) in           jurisdictions where
all action required by Section 4.02(a) has been taken           and completed.
Transferor’s Federal Employer Identification Number is           correctly set forth
on Exhibit II.  




9 











        (l)    Collections.
The requirements set forth in Section 4.01(j) have at           all times been
satisfied and duly performed. The name and address of the Lockbox           Account Bank,
together with the account number of the Lockbox Account at the           Lockbox Account
Bank and the post office box number of the Lockbox, are listed           on Exhibit III.
Transferor has instructed all Obligors of Transferred           Receivables to pay all
Collections with respect thereto directly to the Lockbox,           the Lockbox Account
or the Collection Account. Transferor has not granted any           Person, other than
the Collateral Agent (in the case of the Lockbox, 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.  




        (m)    Material
Adverse Effect. Since the date of its formation, no event has           occurred that
would have a material adverse effect on (i) the financial           condition or
operations of Transferor or the Transferor and its Subsidiaries           taken as a
whole or (ii) the ability of Transferor 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           Transferred
Receivables generally or any material portion of the Transferred           Receivables.  




        (n)    Names.
In the past five (5) years, Transferor has not used any legal           names, trade
names or assumed names other than the name in which it has executed           this
Agreement and has not been organized in any jurisdiction other than the           State
of Delaware.  




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




        (p)    Not
an Investment Company. Transferor is not an “investment           company” within
the meaning of the Investment Company Act of 1940, as           amended, or any successor
statute.  




        (q)    Compliance
with Law. Transferor 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 Transferred Receivable           transferred to Buyer
hereunder, 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.  




        (r)    Compliance
with Credit and Collection Policy. Transferor has complied in           all material
respects with the Credit and Collection Policy with regard to each           Transferred
Receivable and the related Contract, and has not made any material           change to
such Credit and Collection Policy.  




10 











        (s)    Payments
to Transferor. With respect to each Transferred Receivable           transferred to
Buyer hereunder, the Purchase Price received by Transferor           constitutes
reasonably equivalent value in consideration therefor and such           transfer was not
made for or on account of an antecedent debt. No transfer by           Transferor of any
Transferred Receivable hereunder is or may be voidable under           any section of the
Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.  




        (t)    Enforceability
of Contracts. Each Contract with respect to each           Transferred Receivable
transferred to Buyer hereunder is effective to create,           and has created, a
legal, valid and binding obligation of the related Obligor to           pay the
Outstanding Balance of the Transferred Receivable created thereunder and           any
accrued interest thereon, 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).  




        (u)    Qualified
Receivables. Each Receivable transferred to the Buyer pursuant           to this
Agreement was an “Qualified Receivable” (as such term is           defined in
the Receivables Sale Agreement) on the date of such transfer.  




        (v)    Accounting.
The manner in which Transferor accounts for the transactions           contemplated by
this Agreement does not jeopardize the legal true sale analysis.  




        (w)    Compliance
with Representations. On and as of the date of each Purchase           hereunder,
Transferor hereby represents and warrants that all of the other           representations
and warranties set forth in this Article II are true and           correct on and
as of each such date (and after giving effect to all Transferred           Receivables in
existence on each such date) as though made on and as of each           such date.  




        (x)    Receivable
File. Transferor has delivered to the Servicer the Receivable           File for each
Transferred Receivable transferred pursuant hereto.  




        (y)    No
Breach. The execution and delivery by Transferor 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.” 




ARTICLE III  
CONDITIONS
OF PURCHASE  



        SECTION
3.01. Conditions Precedent to Purchase. The initial Purchase under this Agreement
is subject to the conditions precedent that all of the conditions to the initial purchase
under the Purchase Agreement shall have been satisfied or waived in accordance with the
terms thereof.  





11 









        SECTION
3.02. Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay
for Transferred Receivables coming into existence after the Initial Funding Date shall be
subject to the further conditions precedent that (a) the Termination Date shall not have
occurred, (b) Buyer (or its assigns) shall have received such other approvals, opinions
or documents as it or they may reasonably request and (c) on the date of any Purchase,
the Transferor shall have provided (1) the Buyer and the Servicer with a supplement the
Schedule of Receivables identifying the Transferred Receivables to be transferred on such
date and (2) the Servicer with the Receivable Files for each of the Transferred
Receivables to be transferred on such date. Transferor’s obligation to sell
Transferred Receivables coming into existence after the Initial Funding Date shall be
subject to the further conditions precedent that (a) the Termination Date shall not have
occurred, and (b) Buyer shall have the ability to and shall pay the purchase price
therefor as provided in Article I hereof.  




ARTICLE IV  
COVENANTS  



        SECTION
4.01.     Affirmative  Covenants  of  Transferor.  Until the date on which  this
 Agreement  terminates  in accordance with its terms, Transferor hereby covenants as set
forth below: 




        (a)    Financial
Reporting. Transferor will maintain, for itself and each of its
          Subsidiaries, a system of accounting established and administered in accordance
          with GAAP, and furnish to Buyer (and its assigns):  




	 	        (i)    Annual
Reporting. As soon as available, and in any event within 90 days           after the
last day of each fiscal year of the Transferor, a copy of the           unconsolidated
balance sheet of Transferor and its Subsidiaries as of the last           day of the
fiscal year then ended and the unconsolidated statements of income,           retained
earnings, and cash flows of Transferor 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,           prepared by
Transferor in accordance with GAAP and certified to by its chief           financial
officer or another officer of Transferor acceptable to the Buyer and           its
assigns.  







	 	        (ii)    Quarterly
Reporting. As soon as available, and in any event within 45           days after the
last day of each fiscal quarter of Transferor (other than the           last fiscal
quarter of any fiscal year), a copy of the unconsolidated balance           sheet of the
Transferor and its Subsidiaries as of the last day of such fiscal           quarter and
the unconsolidated statements of income, retained earnings, and cash           flows of
the Transferor 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 Transferor 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 Transferor
          acceptable to the Buyer and its assigns.  








12 









	 	        (iii)    Compliance
Certificate. (A) Together with the financial statements           provided hereunder,
a compliance certificate in substantially the form of Exhibit IV signed by
Transferor’s Authorized Officer 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 certificate           required to be
delivered to Transferor under Section 4.01(a)(iii) of the           Receivables Sale
Agreement, a copy of such compliance certificate.  







	 	        (iv)    Shareholders
Statements and Reports. Promptly upon receipt of the same,           copies of all
items provided to it under Section 4.01(a)(iv) of the Receivables           Sale
Agreement.  







	 	        (v)    S.E.C.
Filings. Promptly upon receipt thereof, copies of all registration
          statements and annual, quarterly, monthly or other regular reports provided to
          it under Section 4.01(a)(v) of the Receivables Sale Agreement.  







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







	 	        (vii)              [RESERVED].  







	 	        (viii)    Other
Information. Promptly, from time to time, such other information,
          documents, records or reports relating to the Transferred Receivables or the
          condition or operations, financial or otherwise, of Transferor as Buyer (or its
          assigns) may from time to time reasonably request in order to protect the
          interests of Buyer (and its assigns) under or as contemplated by this
Agreement.  







        (b)    Notices.
Transferor will notify the Buyer (or its assigns) 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:  




	 	        (i)    Termination
Events or Potential Termination Events. The occurrence of           each Termination
Event and each Potential Termination Event, by a statement of           an Authorized
Officer of Transferor.  







	 	        (ii)    Judgment
and Proceedings. The entry of any judgment or decree against           Transferor or
any of its Subsidiaries.  







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








13 









	 	        (iv)    Defaults
Under Other Agreements. The occurrence of a default or an event           of default
under any other financing arrangement pursuant to which Transferor is           a debtor
or an obligor.  







        (c)    Compliance
with Laws and Preservation of Limited Liability Company           Existence.
Transferor will comply in all respects with all applicable laws,           rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to           which
it may be subject. Transferor will preserve and maintain its limited           liability
company existence, rights, franchises and privileges in the           jurisdiction of its
organization, and qualify and remain qualified in good           standing as a foreign
limited liability company in each jurisdiction where its           business is conducted.  




        (d)    Audits.
Transferor will furnish to Buyer (and its assigns) from time to           time such
information with respect to it and the Transferred Receivables as           Buyer (or its
assigns) may reasonably request. Transferor will, from time to           time during
regular business hours as requested by Buyer (or its assigns), upon           reasonable
prior notice and at the sole cost of Transferor, permit Buyer (or its           assigns)
or their respective agents or representatives, (i) to examine and make           copies
of and abstracts from all Records in the possession or under the control           of
Transferor relating to the Transferred Receivables and the Related Security,
          including, without limitation, the related Contracts, and (ii) to visit the
          offices and properties of Transferor for the purpose of examining such
materials           described in clause (i) above, and to discuss matters relating to
          Transferor’s financial condition or the Transferred Receivables and the
          Related Security or Transferor’s performance under any of the Transaction
          Documents or Transferor’s performance under the Contracts and, in each
          case, with any of the officers or employees of Transferor 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 Buyer (or its assigns), or (ii) the audits previously conducted at the
          expense of the Transferor during such calendar year have not produced audit
          results reasonably satisfactory to the Buyer (or its assigns), Transferor shall
          not be required to reimburse the Buyer (or its assigns) for the costs or
          expenses in respect of more than one audit during any calendar year.  




        (e)    Keeping
and Marking of Records and Books.  




	 	        (i)              Transferor
will maintain and implement administrative and operating procedures           (including,
without limitation, an ability to recreate records evidencing the           Transferred
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           Transferred Receivables
(including, without limitation, records adequate to           permit the immediate
identification of each new Transferred Receivable and all           Collections of and
adjustments to each existing Transferred Receivable).           Transferor will give
Buyer (or its assigns) notice of any material change in the           administrative and
operating procedures referred to in the previous sentence.  







	 	        (ii)              Transferor
will (A) on or prior to the Initial Funding Date, mark its master           data
processing records related to the Transferred Receivables, file cabinets
          containing Receivable Files related to the Transferred Receivables, file
folders           containing Receivable Files and other books and records relating to the
          Transferred Receivables with a legend, acceptable to Buyer (or its assigns) and
          (B) (x) upon the request of the Buyer (or its assigns) after the occurrence of
          an Amortization Event, mark each Contract with a legend acceptable to the Buyer
          and its assigns and (C) deliver to Buyer (or its assigns) or the Servicer all
          Contracts (including, without limitation, all multiple originals of any such
          Contract) relating to the Transferred Receivables.  








14 









        (f)    Compliance
with Contracts and Credit and Collection Policy. Transferor           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           related to the
Transferred Receivables, and (ii) comply in all material respects           with the
Credit and Collection Policy in regard to each Transferred Receivable           and the
related Contract. Transferor will pay when due any taxes payable in           connection
with the Transferred Receivables, exclusive of taxes on or measured           by income
or gross receipts of Buyer and its assigns.  




        (g)    Ownership.
Transferor will take all necessary action to establish and           maintain,
irrevocably in Buyer, legal and equitable title to the Transferred           Receivables,
the Related Security and the Collections, free and clear of any           Adverse Claims
other than Adverse Claims in favor of Buyer (and its assigns)           (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 Buyer’s           interest in such
Transferred Receivables, Related Security and Collections and           such other action
to perfect, protect or more fully evidence the interest of           Buyer as Buyer (or
its assigns) may reasonably request).  




        (h)    Purchasers’ Reliance.  




	 	        (i)              Transferor
acknowledges that Agent and the Purchasers are entering into the           transactions
contemplated by the Purchase Agreement and the other Transaction           Documents in
reliance upon Buyer’s identity as a legal entity that is           separate from
Transferor and any Affiliates thereof. Therefore, from and after           the date of
execution and delivery of this Agreement, Transferor will take all           reasonable
steps including, without limitation, all steps that Buyer or any           assignee of
Buyer may from time to time reasonably request to maintain           Buyer’s
identity as a separate legal entity and to make it manifest to           third parties
that Buyer is an entity with assets and liabilities distinct from           those of
Transferor and any Affiliates thereof and not just a division of           Transferor.
Without limiting the generality of the foregoing and in addition to           the other
covenants set forth herein, Transferor (i) will not hold itself out to           third
parties as liable for the debts of Buyer nor purport to own the           Transferred
Receivables and other assets acquired by Buyer, (ii) will take all           other
actions necessary on its part to (including in its capacity as owner of           100% of
the membership interests of Buyer) ensure that Buyer is at all times in
          compliance with the covenants set forth in Section 7.1(i) of the
Purchase           Agreement and (iii) will conduct all transactions with Buyer in
connection with           the transactions contemplated herein or otherwise to be
conducted strictly on an           arm’s-length basis.  







	 	        (ii)              Transferor
further acknowledges that Buyer, the Purchasers and the Agent are           entering into
the transactions contemplated by the Purchase Agreement and the           other
Transaction Documents in reliance upon Transferor’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, Transferor shall           take all
reasonable steps, including, without limitation, all steps that the           Buyer (or
its assigns) may from time to time reasonably request, to maintain           Transferor’s
identity as a separate legal entity and to make it manifest to           third parties
that Transferor 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,
Transferor will:  







15 










	 	        (A)                conduct
its own business in its own name and require that all full time                employees
of Transferor, 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 Transferor’s employees);  







	 	        (B)                compensate
all employees, consultants and agents directly, from                Transferor’s own
funds, for services provided to Transferor by such                employees, consultants
and agents and, to the extent any employee, consultant or                agent of
Transferor 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 Transferor and such other Gehl
Entity or such                Affiliate, as applicable, on a basis that reflects the
services rendered to                Transferor 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, Transferor 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
               strictly on an arm’s length basis, allocate all overhead expenses
               (including, without limitation, telephone and other utility charges) for
items                shared between Transferor 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;  







16 










	 	        (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 (I) the selection,
               maintenance or replacement of the Independent Member, (II) the dissolution
or                liquidation of Transferor or (III) the initiation of, participation in,
               acquiescence in or consent to any bankruptcy, insolvency, reorganization
or                similar proceeding involving Transferor, are duly authorized by
unanimous vote                of its Members (including the Independent Member);  







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







	 	        (M)                maintain
Transferor’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 Transferor and that are filed with the
Securities                and Exchange Commission or any other governmental agency have
notes clearly                stating that Transferor is a separate corporate entity and
that its assets will                be available first and foremost to satisfy the claims
of the creditors of                Transferor;  







	 	        (O)                except
as specifically otherwise provided herein or in the Transaction                Documents,
(I) maintain the funds or other assets of Transferor 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
               Transferor alone is the account party, into which Transferor alone makes
               deposits and from which Transferor alone has the power to make
withdrawals;  







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







	 	        (Q)                pay
all of Transferor’s debts and operating expenses from Transferor’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 4.01(h));  







	 	        (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 (I) as a
result of the endorsement of negotiable                instruments for deposit or
collection or similar transactions in the ordinary                course of business,
(II) the incurrence of obligations under this Agreement or                any other
Transaction Documents to which it is a party, (III) the incurrence of
               obligations, as expressly contemplated in the Receivable Sale Agreement,
and                (IV) the incurrence of operating expenses in the ordinary course of
business of                the type otherwise contemplated by this Agreement;  








17 









	 	        (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, this Section 4.01(h)  of this Agreement;  







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







	 	        (U)                  maintain
its limited liability company 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;  







	 	        (W)                    maintain
at all times a Net Worth at least equal to the Required Capital Amount                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; and  








	 	        (X)                    cause
the managers, officers, agents and other representatives of Buyer to act
               at all times with respect to Buyer consistently and in furtherance of the
               foregoing and in the best interests of Buyer.  







        (i)    Collections.
In the event any payments relating to Transferred           Receivables are remitted
directly to Transferor or any Affiliate of Transferor,           Transferor will remit
(or will cause all such payments to be remitted) directly           to the Lockbox
Account Bank or the Collection Account Bank for deposit into the           Lockbox
Account or the Collection Account within two (2) Business Days following
          receipt thereof and, at all times prior to such remittance, Transferor will
          itself hold or, if applicable, will cause such payments to be held in trust for
          the exclusive benefit of Buyer and its assigns. Transferor will not grant the
          right to take control of the Lockbox, the Lockbox Account or Collection Account
          at a future time or upon the occurrence of a future event to any Person, except
          to Buyer (or its assigns) as contemplated by this Agreement, the Purchase and
          Sale Agreement, the Purchase Agreement, the Lockbox Account Agreement and the
          Intercreditor Agreement. The Transferor hereby grants the Buyer (and its
          assigns) the right to deliver a “Notice” at any time to the
Collateral           Agent pursuant to the terms of the Intercreditor Agreement.
Transferor will           instruct all Obligors of Transferred Receivables to pay all
Collections with           respect thereto directly to the Lockbox, the Lockbox Account
or the Collection           Account.  




18 










        (j)    Taxes.
Transferor will file all tax returns and reports required by law           to be filed by
it and promptly pay all taxes and governmental charges at any           time owing by it.  




        (k)    Accounting.
Transferor will account for the transactions contemplated by           this Agreement in
its financial statements in a manner that is consistent with           the parties’ characterization
of such transactions as true sales as           described in Section 1.01(c).  




        SECTION
4.02. Negative Covenants of Transferor. Until the date on which this Agreement
terminates in accordance with its terms, Transferor hereby covenants that:  




        (a)    Name
Change, Offices and Records. Transferor 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, Transferor           provides
written notice thereof to Buyer and the Agent, (ii) at least ten (10)           days
prior to such effective date, delivers to Buyer and the Agent such           financing
statements (Forms UCC-1 and UCC-3) which Buyer or the Agent may           reasonably
request to reflect such change, together with such other documents           and
instruments that Buyer or the Agent may reasonably request in connection
          therewith, (iii) at least ten (10) days prior to such effective date, has taken
          all other steps to ensure that Buyer and the Agent, for the benefit of itself
          and the Purchasers, continue to have a first priority perfected ownership in
the           Transferred 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 Buyer or Agent, the Buyer and Agent shall have
          received, prior to such change, an opinion of counsel, in form and substance
          reasonably satisfactory to Buyer and the Agent, as to such organization and
          Transferor’s valid existence and good standing and the perfection and
          preservation of priority of Buyer’s ownership interest in, and the
          Agent’s ownership or security interest in, the Transferred Receivables,
the           Related Security and Collections.  




        (b)    Change
in Payment Instructions to Obligors. Transferor will not terminate           any bank
as the Lockbox Account 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 Buyer (and its assigns) 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.  





19 









        (c)    Modifications
to Contracts and Credit and Collection Policy. Transferor           will not make any
change to the Credit and Collection Policy that could decrease           the credit
quality of any newly created Qualified Receivables. Transferor will           not extend,
amend or otherwise modify the terms of any Transferred Receivable or           any
Contract related thereto.  




        (d)    Sales,
Liens. Transferor 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 Transferred
          Receivable, Related Security or Collections on any Transferred Receivable, or
          upon or with respect to any Contract under which any Transferred Receivable
          arises, or the Lockbox, Lockbox Account or 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 Buyer provided for herein or in
          the case of the Lockbox and the Lockbox Account, in favor of third parties and
          the Collateral Agent in respect of the Lockbox and Lockbox Account as
          contemplated in the Intercreditor Agreement and the Lockbox Account Agreement),
          and Transferor will defend the right, title and interest of Buyer in, to and
          under any of the foregoing property (other than the Lockbox and Lockbox Account
          as provided in the Intercreditor Agreement), against all claims of third
parties           claiming through or under Transferor. Transferor shall not create or
suffer to           exist any mortgage, pledge, security interest, encumbrance, lien,
charge or           other similar arrangement on any of its inventory.  




        (e)              [RESERVED].  




        (f)    Accounting
for Purchase. Transferor will not, and will not permit any           Affiliate to,
account for or treat (whether in financial statements or           otherwise) the
transactions contemplated hereby in any manner other than the           sale of the
Transferred Receivables and the Related Security by Transferor to           Buyer or in
any other respect account for or treat the transactions contemplated           hereby in
any manner other than as a sale of the Transferred Receivables and the           Related
Security by Transferor to Buyer except to the extent that such           transactions are
not recognized as sales in accordance with GAAP.  




        (g)    Restricted
Junior Payments. From and after the continuance of any           Termination Event,
Transferor will not make any Restricted Junior Payment if,           after giving effect
thereto, Transferor’s Net Worth would be less than the           Required Capital
Amount.  




ARTICLE V  
TERMINATION
EVENTS  



        SECTION
5.01.     Termination  Events.  The occurrence of any one or more of the following
 events shall constitute a Termination Event: 




        (a)              Transferor
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.  




        (b)              Transferor
shall fail to observe or perform (i) any covenant set forth in Section 4.01(b)(i),
(b)(iv), (g) or (i) or Section 4.02 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           Transferred
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 (i) the date on which such failure shall first become known to           any officer
of Transferor or (ii) written notice thereof is given to Transferor           by the
Buyer (or any of its assigns).  




20 










        (c)              Any
representation or warranty made by Transferor herein or in any other
          Transaction Document or in any certificate or report furnished to the Buyer or
          any of its assigns 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 hereunder, such breach has been cured in accordance
with Section           1.03 hereof).  




        (d)              Any
of the following:  




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







	 	        (ii)              The
default by Transferor 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.  







        (e)              (i)
Transferor or any of its Subsidiaries 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
          any proceeding shall be instituted by or against Transferor or any of its
          Subsidiaries 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 or (ii) Transferor or
          any of its Subsidiaries shall take any limited liability company action to
          authorize or ratify any of the actions set forth in the foregoing clause (i) of
          this subsection (e).  




        (f)              A
Change of Control shall occur.  




        (g)              One
or more final judgments for the payment of money shall be entered against           the
Transferor.  




        SECTION
5.02.     Remedies. 




        (a)              Upon
the occurrence and during the continuation of a Termination Event, Buyer           may
take any of the following actions: (i) declare the Termination Date to have
          occurred, whereupon the Termination Date shall forthwith occur, without demand,
          protest or further notice of any kind, all of which are hereby expressly waived
          by Transferor; provided, however, that upon the occurrence of
          Termination Event described in Section 5.01(e), or of an actual or
deemed           entry of an order for relief with respect to Transferor under the
Federal           Bankruptcy Code, the Termination Date shall automatically occur,
without demand,           protest or any notice of any kind, all of which are hereby
expressly waived by           Transferor and (ii) to the fullest extent permitted by
applicable law, declare           that any amounts then due and owing by Buyer to
Transferor shall bear interest           at the rate per annum specified in clause (ii)
of the definition of           “Default Fee”. The aforementioned rights and
remedies shall be in           addition to all other rights and remedies of Buyer and its
assigns available           under 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.  




21 










        (b)              On
any date on which a sale of Transferred Receivables is proposed to be made an
          Buyer is unable to pay the Purchase Price therefor, Transferor may suspend its
          performance and await Buyer’s ability to perform or, by written notice,
          declare the Termination Date to have occurred.  




ARTICLE VI
 
INDEMNIFICATION  



        SECTION
6.01. Indemnities by Transferor. Without limiting any other rights that Buyer may
have hereunder or under applicable law, Transferor hereby agrees to indemnify Buyer and
its 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 Buyer) 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 the
acquisition, either directly or indirectly, by Buyer of an interest in the Transferred
Receivables, excluding, however:  




	 	        (i)              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;  







	 	        (ii)              Indemnified
Amounts to the extent the same constitutes recourse for or otherwise           includes
losses in respect of Transferred 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  







	 	        (iii)              (A)
taxes imposed by the jurisdiction in which 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 that the amount of or computation of such taxes is consistent with the
          Intended Characterization, (B) any withholding tax imposed on the payments to
          any Indemnified Party to the extent such taxes that the amount of or
computation           of such taxes is consistent with the Intended Characterization, 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 Transferor, except
that           this Agreement shall constitute an initial written request by the
Transferor) 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;  








22 









provided, however, that
nothing contained in this sentence shall limit the liability of Transferor or limit the
recourse of Buyer to Transferor in respect of any amounts otherwise specifically provided
to be paid by Transferor under the terms of this Agreement. Without limiting the
generality of the foregoing indemnification, but subject to the limitations in clauses
(i), (ii) and (iii) above, Transferor shall indemnify the Indemnified Parties for
Indemnified Amounts relating to or resulting from: 



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







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







	 	        (iii)              any
failure of Transferor 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 or similar claim arising out of or in connection with
          merchandise, insurance or services that are the subject of any Contract or any
          Transferred Receivable;  







	 	        (v)              any
dispute, claim, offset or defense (other than discharge in bankruptcy of the
          Obligor) of the Obligor to the payment of any Transferred Receivable
(including,           without limitation, a defense based on such Transferred 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
          Transferred Receivable or the furnishing or failure to furnish such merchandise
          or services;  







	 	        (vi)              the
commingling of Collections of Transferred 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 the Purchase, the ownership of the
          Transferred Receivables or any other investigation, litigation or proceeding
          relating to Transferor in which any Indemnified Party becomes involved as a
          result of any of the transactions contemplated hereby;  







23 










	 	        (viii)              any
inability to litigate any claim against any Obligor in respect of any
          Transferred 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
Termination Event described in Section 5.01(e);  







	 	        (x)              any
failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal
          and equitable title to, and ownership of, the Transferred Receivables, the
          Related Security and the Collections, free and clear of any Adverse Claim;  







	 	        (xi)              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 Transferred Receivable, the
Related           Security and Collections with respect thereto, and the proceeds of any
thereof,           whether at the time of the Purchase or at any subsequent time;  







	 	        (xii)              any
action improperly taken, any omission of any action required to be taken, or
          any other action elected to be taken by Transferor which reduces or impairs the
          rights of the Buyer (or any of its assigns) with respect to any Transferred
          Receivable or the value of any such Transferred Receivable;  







	 	        (xiii)              any
attempt by any Person to void the Purchase hereunder under statutory           provisions
or common law or equitable action; and  







	 	        (xiv)              the
failure of the Transferor to provide the original Receivable File for each
          Transferred Receivable to the Servicer.  







        SECTION
6.02. Other Costs and Expenses. Transferor shall pay to Buyer on demand all costs
and out-of-pocket expenses in connection with the preparation, execution, delivery and
administration of this Agreement, the transactions contemplated hereby and the other
documents to be delivered hereunder. Transferor shall pay to Buyer on demand any and all
costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in
connection with the enforcement of this Agreement and the other documents (including any
amendments hereto or thereto) delivered hereunder and in connection with any
restructuring or workout of this Agreement or such documents, or the administration of
this Agreement following a Termination Event.  




ARTICLE VII
 
MISCELLANEOUS  



        SECTION
7.01.     Waivers and Amendments. 




        (a)              No
failure or delay on the part of Buyer (or its assigns) 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.  





24 









        (b)              No
provision of this Agreement may be amended, supplemented, modified or waived
          except in writing signed by Transferor and Buyer and, to the extent required
          under the Purchase Agreement, the Agent and the Financial Institutions or the
          Required Financial Institutions.  




        SECTION
7.02. Notices. Except as provided below, 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 7.02.  




        SECTION
7.03.     Protection of Ownership Interests of Buyer. 




        (a)              Transferor
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 Buyer (or its assigns) may request, to           perfect,
protect or more fully evidence the interests of Buyer in the           Transferred
Receivables, the Related Security, the Collections, the Lockbox and           the Lockbox
Account, or to enable Buyer (or its assigns) to exercise and enforce           their
rights and remedies hereunder. At any time, Buyer (or its assigns) may, at
          Transferor’s sole cost and expense, direct Transferor to notify the
          Obligors of Transferred Receivables of the ownership interests of Buyer under
          this Agreement and may also direct that payments of all amounts due or that
          become due under any or all Transferred Receivables be made directly to Buyer
or           its designee.  




        (b)              If
Transferor fails to perform any of its obligations hereunder, Buyer (or its
          assigns) may (but shall not be required to) perform, or cause performance of,
          such obligation, and Buyer’s (or such assigns’) costs and expenses
          incurred in connection therewith shall be payable by Transferor as provided in
Section 6.02. Transferor irrevocably authorizes Buyer (and its assigns)
          at any time and from time to time in the sole discretion of Buyer (or its
          assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to
          act on behalf of Transferor (i) to execute on behalf of Transferor as debtor
and           to file financing statements and amendments thereto necessary or desirable
in           Buyer’s (or its assigns’) sole discretion to perfect and to
maintain           the perfection and priority of the interest of Buyer in the
Transferred           Receivables, Related Security and Collections and (ii) to file a
carbon,           photographic or other reproduction of this Agreement or any financing
statement           with respect to the Transferred Receivables as a financing statement
in such           offices as Buyer (or its assigns) in their sole discretion deem
necessary or           desirable to perfect and to maintain the perfection and priority
of Buyer’s           interests in the Transferred Receivables, Related Security and
Collections. This           appointment is coupled with an interest and is irrevocable.  




25 










        SECTION
7.04. 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.  




        SECTION
7.05.     Bankruptcy Petition. 




        (a)              Transferor
and Buyer each 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 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.  




        (b)              Transferor
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           Buyer,
it will not institute against, or join any other Person in instituting           against,
Buyer 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.  




26 










        SECTION
7.06. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  




        SECTION
7.07. CONSENT TO JURISDICTION. TRANSFEROR 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 TRANSFEROR PURSUANT TO THIS AGREEMENT AND
TRANSFEROR 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 BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST
TRANSFEROR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY TRANSFEROR
AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT OR ANY DOCUMENT EXECUTED BY TRANSFEROR PURSUANT TO THIS AGREEMENT SHALL BE
BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.  




        SECTION
7.08. 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 TRANSFEROR PURSUANT TO THIS AGREEMENT OR THE
RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.  




        SECTION
7.09.     Integration; Binding Effect; Survival of Terms. 




        (a)              This
Agreement and each 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.  




        (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 Transferor           pursuant to Article II,
(ii) the indemnification and payment provisions           of Article VI, and Section
7.05 shall be continuing and shall           survive any termination of this
Agreement.  




27 










        SECTION
7.10. 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.  




[signature page follows] 





















28 










        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 RECEIVALBES II, as Transferor
	

 	By:  /s/ Thomas M. Rettler
		Name:  Thomas M. Rettler
		Title:  Vice President and CFO
	
 	Address:  Gehl Receivables II, LLC
		                  143 Water Street
		                  West Bend, WI 53095
	

 	GEHL FUNDING II, LLC, as Buyer
	

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



















Signature Page to
Receivables Purchase and Sale Agreement 












Exhibit I 



Definitions 



        This
is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement
and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set
forth in this Exhibit I (such meanings to be equally applicable to the singular and
plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit,
Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I,
such term shall have the meaning assigned thereto in Exhibit I to the Purchase
Agreement. 



        “Agent”
has the meaning set forth in the Preliminary Statements to the Agreement. 



        “Agreement”
means this Receivables Purchase and Sale Agreement, dated as of March 15, 2006, between
Transferor and Buyer, as the same may be amended, restated, supplemented or otherwise
modified from time to time. 



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



        “Calculation
Period” means each calendar month or portion thereof which elapses during the
term of the Agreement. The first Calculation Period shall commence on the date of the
initial Purchase of Transferred Receivables hereunder and the final Calculation Period
shall terminate on the Termination Date. 



        “Collections”
means, with respect to any Transferred Receivable, all cash collections and other cash
proceeds in respect of such Transferred Receivable, including, without limitation, all
yield, Finance Charges or other related amounts accruing in respect thereof and all cash
proceeds of Related Security with respect to such Transferred Receivable. 



        “Company”
has the meaning set forth in the Preliminary Statements to the Agreement. 



        “Credit
and Collection Policy” has the meaning assigned to it in the Receivables Sale
Agreement. 



        “Discount
Factor” means a percentage calculated to provide Buyer with a reasonable return
on its investment in the Transferred Receivables after taking account of (i) the time
value of money based upon the anticipated dates of collection of the Transferred
Receivables and the cost to Buyer of financing its investment in the Transferred
Receivables during such period and (ii) the risk of nonpayment by the Obligors. Transferor
and Buyer may agree from time to time to change the Discount Factor based on changes in
one or more of the items affecting the calculation thereof, provided that any
change to the Discount Factor shall take effect as of the commencement of a Calculation
Period, shall apply only prospectively and shall not affect the Purchase Price payment in
respect of Purchase which occurred during any Calculation Period ending prior to the
Calculation Period during which Transferor and Buyer agree to make such change. 




1 









        “Existing
Receivable” has the meaning assigned to it in the Receivables Sale and Assignment
Agreement. 



        “Initial
Funding Date” means the date of the initial Incremental Purchase under the
Purchase Agreement. 



        “Intended
Characterization” means the characterization for income tax purposes described in
Section 13.14(e) of the Purchase Agreement. 



        “JPMorgan
Chase” has the meaning set forth in the preamble to the Agreement. 



        “Net
Value” means, as of any date of determination, an amount equal to the sum of (i)
the aggregate Outstanding Balance of the Pool Receivables at such time, minus (ii)
the sum of (A) the aggregate Capital outstanding at such time, plus (B) the
Enhancement Amount. 



        “Net
Worth” means as of the last Business Day of each Calculation Period preceding any
date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the
Pool Receivables at such time, over (b) the sum of (i) the aggregate Capital
outstanding at such time, plus (ii) the aggregate outstanding principal balance of
the Subordinated Loan hereunder (including any Subordinated Loan proposed to be made on
the date of determination). 



        “Original
Balance” means, with respect to any Transferred Receivable, the Outstanding
Balance of such Transferred Receivable on the date it was purchased by Buyer. 



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



        “Transferred
Receivable” has the meaning set forth in the Preliminary Statements. 



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



        “Purchase”
means each purchase or contribution under the Agreement by Buyer from Transferor of the
Transferred Receivables, the Related Security and the Collections related thereto,
together with all related rights in connection therewith. 



        “Purchase
Agreement” has the meaning set forth in the Preliminary Statements to the
Agreement. 



        “Purchase
and Sale Agreement” has the meaning set forth in the Preliminary Statements to
the Agreement. 



        “Purchase
Price” means, with respect to any Purchase on any date, the aggregate price to be
paid by Buyer to Transferor for such Purchase in accordance with Section 1.02 of
the Agreement for the Transferred Receivables, Collections and Related Security being sold
to Buyer on such date, which price shall equal (i) the product of (x) the Original Balance
of such Transferred Receivables, multiplied by (y) one minus the Discount
Factor then in effect, minus (ii) any Purchase Price Credits to be credited against the
Purchase Price otherwise payable in accordance with Section 1.03 of the Agreement. 




2 









        “Purchase
Price Credit” has the meaning set forth in Section 1.03 of the Agreement. 



        “Purchaser”
means Company or a Financial Institution, as applicable. 



        “Recharacterization”
has the meaning assigned to it in Section 1.06(a). 



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



	 	        (i)              all
of Transferor’s interest in the Financed Equipment, the Dealer           Agreements
(to the extent related to a particular Transferred Receivable), the           Dealer
Recourse (to the extent related to a particular Transferred Receivable),           the
Transferred Receivables Insurance Policies 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 Transferred Receivable,
          whether pursuant to the Contract related to such Transferred Receivable or
          otherwise, together with all financing statements and security agreements
          describing any collateral securing such Transferred Receivable,  







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







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







	 	        (v)              all
Records related to such Transferred Receivable,  







	 	        (vi)              all
of Transferor’s right, title and interest in, to and under the           Receivables
Sale Agreement; and  







	 	        (vii)              all
income or proceeds of any of the foregoing.  







        “Required
Capital Amount” means, as of any date of determination, the product of (i) 9.0%
and (ii) the Aggregate Capital on such date of determination. 



        “Schedule
of Receivables” means the master schedule of all Pool Receivables which, as of
the Initial Funding Date, is attached hereto as Schedule A, as the same shall be
amended or supplemented on each date that any Transferred Receivables are transferred by
Transferor to Buyer pursuant to this Agreement, which may be a single schedule for this
Agreement, the Receivables Purchase and Sale Agreement, the Receivables Sale and
Assignment Agreement and the Purchase Agreement. 



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




3 









        “Subordinated
Loan” has the meaning set forth in Section 1.02(a) of the Agreement. 



        “Subordinated Note”
means a promissory note in substantially the form of Exhibit VI hereto as more
fully described in Section 1.02 of the Agreement, as the same may be amended,
restated, supplemented or otherwise modified from time to time. 



        “Termination
Date” means the earliest to occur of (i) the Facility Termination Date, (ii) the
Business Day immediately prior to the occurrence of a Termination Event set forth in
Section 5.01(e), (iii) the Business Day specified in a written notice from Buyer to
Transferor following the occurrence of any other Termination Event, and (iv) the date
which is thirty Business Days after Buyer’s receipt of written notice from Transferor
that it wishes to terminate the facility evidenced by this Agreement. 



        “Termination
Event” has the meaning set forth in Section 5.01 of the Agreement. 



        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. 
















4 











Exhibit II 



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: 



	 	
None 
























5 











Exhibit III  





































6 










Exhibit IV 



Form of Compliance
Certificate 



        This
Compliance Certificate is furnished pursuant to that certain Receivables Purchase and Sale
Agreement dated as of March 15, 2006, between Gehl Receivables II, LLC
(“Transferor”) and Gehl Funding II, LLC (the “Agreement”).
Capitalized terms used and not otherwise defined herein are used with the meanings
attributed thereto in the Agreement. 



        THE
UNDERSIGNED HEREBY CERTIFIES THAT: 



        1.              I
am the duly elected ______________ of Transferor.  




        2.              I
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 Transferor 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 a           Termination
Event or a Potential Termination 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 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 Transferor has taken, is taking, or proposes to           take with
respect to each such condition or event:  




        The
foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made
and delivered this ____day of ____________, ______. 




	 	
____________________________
                                                                       
        [Name]


















7 












Exhibit V 



Form of Subordinated
Note 



SUBORDINATED NOTE 



March 15, 2006 



        1.    Note.
FOR VALUE RECEIVED, the undersigned, Gehl Funding II, LLC, a           Delaware limited
liability company (“SPV”), hereby           unconditionally promises to
pay to the order of Gehl Receivables II, LLC, a           Delaware limited liability
company (“Transferor”), in lawful           money of the United States
of America and in immediately available funds, on the           date following the
Termination Date which is one year and one day after the date           on which (i) the
Outstanding Balance of all Transferred Receivables sold under           the “Sale
Agreement” referred to below has been reduced to zero and           (ii) Transferor
has paid to the Buyer all indemnities, adjustments and other           amounts which may
be owed thereunder in connection with the Purchases (the           “Collection
Date”), the aggregate unpaid principal sum           outstanding of all “Subordinated
Loans” made from time to time by           Transferor to SPV pursuant to and in
accordance with the terms of that certain           Receivables Purchase and Sale
Agreement dated as of March 15, 2006 between           Transferor and SPV (as amended,
restated, supplemented or otherwise modified           from time to time, the “Sale
Agreement”). Reference to Section 1.02 of the Sale Agreement is hereby
made for a statement of the           terms and conditions under which the loans
evidenced hereby have been and will           be made. All terms which are capitalized
and used herein and which are not           otherwise specifically defined herein shall
have the meanings ascribed to such           terms in the Sale Agreement.  




        2.    Interest.
SPV further promises to pay interest on the outstanding unpaid           principal amount
hereof from the date hereof until payment in full hereof at a           rate equal to the
Prime Rate; provided, however, that if SPV shall           default in the
payment of any principal hereof, SPV promises to pay, on demand,           interest at
the rate of the Prime Rate plus 2.00% per annum on any such unpaid           amounts,
from the date such payment is due to the date of actual payment.           Interest shall
be payable on the first Business Day of each month in arrears; provided, however,
that SPV may elect on the date any interest           payment is due hereunder to defer
such payment and upon such election the amount           of interest due but unpaid on
such date shall constitute principal under this           Subordinated Note. The
outstanding principal of any loan made under this           Subordinated Note shall be
due and payable on the Collection Date and may be           repaid or prepaid at any time
without premium or penalty.  




        3.    Principal
Payments. Transferor is authorized and directed by SPV to enter           on the grid
attached hereto, or, at its option, in its books and records, the           date and
amount of each loan made by it which is evidenced by this Subordinated           Note and
the amount of each payment of principal made by SPV, and absent           manifest error,
such entries shall constitute prima facie evidence of the           accuracy of the
information so entered; provided that neither the failure           of Transferor
to make any such entry or any error therein shall expand, limit or           affect the
obligations of SPV hereunder.  




8 










        4.    Subordination.
The indebtedness evidenced by this Subordinated Note is           subordinated to the
prior payment in full of all of SPV’s recourse           obligations under that
certain Receivables Purchase Agreement dated as of March           15, 2006 by and among
SPV, Transferor, as Servicer, various           “Purchasers” from time to time
party thereto, and JPMorgan Chase Bank,           N.A., as the “Agent” (as
amended, restated, supplemented or otherwise           modified from time to time, the
“Purchase Agreement”). The           subordination provisions contained
herein are for the direct benefit of, and may           be enforced by, SPV, the Agent
and the Purchasers and/or any of their respective           assignees (collectively, the
“Senior Claimants”) under the           Purchase Agreement. Until the
date on which all “Capital” outstanding           under the Purchase Agreement
has been repaid in full and all other obligations           of SPV and/or the Servicer
thereunder and under the “Fee Letter”          referenced therein (all such
obligations, collectively, the “Senior           Claim”) have been
indefeasibly paid and satisfied in full, Transferor           shall not demand,
accelerate, sue for, take, receive or accept from SPV,           directly or indirectly,
in cash or other property or by set off or any other           manner (including, without
limitation, from or by way of collateral) any payment           or security of all or any
of the indebtedness under this Subordinated Note or           exercise any remedies or
take any action or proceeding to enforce the same; provided, however, that
(i) Transferor hereby agrees that it will           not institute against SPV any
proceeding of the type described in Section           5.01(e) of the Sale
Agreement unless and until the Collection Date has           occurred and (ii) nothing in
this paragraph shall restrict SPV from paying, or           Transferor from requesting,
any payments under this Subordinated Note so long as           SPV is not required under
the Purchase Agreement to set aside for the benefit           of, or otherwise pay over
to, the funds used for such payments to any of the           Senior Claimants and further
provided that the making of such payment would not           otherwise violate the terms
and provisions of the Purchase Agreement. Should any           payment, distribution or
security or proceeds thereof be received by Transferor           in violation of the
immediately preceding sentence, Transferor agrees that such           payment shall be
segregated, received and held in trust for the benefit of, and           deemed to be the
property of, and shall be immediately paid over and delivered           to the Agent for
the benefit of the Senior Claimants.  




        5.    Bankruptcy;
Insolvency. Upon the occurrence of any proceeding of the type           described in
Section 5.01(e) of the Sale Agreement involving SPV as           debtor, then and
in any such event the Senior Claimants shall receive payment in           full of all
amounts due or to become due on or in respect of Capital and the           Senior Claim
(including “CP Costs” and “Yield” as defined           and as
accruing under the Purchase Agreement after the commencement of any such
          proceeding, whether or not any or all of such CP Costs or Yield is an allowable
          claim in any such proceeding) before Transferor is entitled to receive payment
          on account of this Subordinated Note, and to that end, any payment or
          distribution of assets of SPV of any kind or character, whether in cash,
          securities or other property, in any applicable insolvency proceeding, which
          would otherwise be payable to or deliverable upon or with respect to any or all
          indebtedness under this Subordinated Note, is hereby assigned to and shall be
          paid or delivered by the Person making such payment or delivery (whether a
          trustee in bankruptcy, a receiver, custodian or liquidating trustee or
          otherwise) directly to the Agent for application to, or as collateral for the
          payment of, the Senior Claim until such Senior Claim shall have been paid in
          full and satisfied.  




        6.    Amendments.
This Subordinated Note shall not be amended or modified           except in accordance
with Section 7.01 of the Sale Agreement. The terms           of this Subordinated
Note may not be amended or otherwise modified without the           prior written consent
of the Agent.  





9 









        7.    GOVERNING
LAW. THIS SUBORDINATED NOTE SHALL BE INTERPRETED AND THE RIGHTS           AND
LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND
          DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS
          SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
          VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE
SHALL           BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
          INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
          INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS           SUBORDINATED NOTE.  




        8.    Waivers.
All parties hereto, whether as makers, endorsers, or otherwise,           severally waive
presentment for payment, demand, protest and notice of dishonor.           Transferor
additionally expressly waives all notice of the acceptance by any           Senior
Claimant of the subordination and other provisions of this Subordinated           Note
and expressly waives reliance by any Senior Claimant upon the subordination           and
other provisions herein provided.  




        9.    Assignment.
This Subordinated Note may not be assigned, pledged or           otherwise transferred to
any party other than Transferor without the prior           written consent of the Agent,
and any such attempted transfer shall be void.  





	 	
GEHL
FUNDING II, LLC







	 	
By:
_____________________________                                                      
        Title:






















10 










Schedule 



to 



SUBORDINATED NOTE 



SUBORDINATED LOANS AND
PAYMENTS OF PRINCIPAL 


	Date	Amount of	Amount of	Unpaid	Notation made
		Subordinated	Principal	Principal	by
		Loan	Paid	Balance	
	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	



















11 










Schedule A 



Schedule of Receivables
as of the date of this Agreement  



(attached)  








































12