RECEIVABLES SALE AND
ASSIGNMENT AGREEMENT 



DATED AS OF MARCH 15,
2006 



BETWEEN 



GEHL FUNDING LLC, 



AS EXISTING OWNER 



AND 



GEHL FUNDING II, LLC, 





AS BUYER 











TABLE OF CONTENTS 













		Page
	
ARTICLE I AMOUNTS AND TERMS	  2
	
    SECTION 1.01. Purchase of Existing Receivables	  2
	    SECTION 1.02. Payment for the Purchase	  3
	    SECTION 1.03. Purchase Price Credit Adjustments	  3
	    SECTION 1.04. Payments and Computations, Etc	  4
	    SECTION 1.05. Further Assurances	  4
	    SECTION 1.06. Characterization	  4
	
ARTICLE II REPRESENTATIONS AND WARRANTIES	  5
	
    SECTION 2.01. Representations and Warranties of Existing Owner	  6
	
ARTICLE III CONDITIONS OF PURCHASE	  9
	
ARTICLE IV COVENANTS	  9
	
    SECTION 4.01. Affirmative Covenants of Existing Owner	  9
	    SECTION 4.02. Negative Covenants of Existing Owner	11
	
ARTICLE V	12
	
[RESERVED]	12
	
ARTICLE VI	12
	
    SECTION 6.01. Indemnities by Existing Owner	12
	    SECTION 6.02. Other Costs and Expenses	14
	
ARTICLE VII MISCELLANEOUS	15
	
    SECTION 7.01. Waivers and Amendments	15
	    SECTION 7.02. Notices	15
	    SECTION 7.03. Protection of Ownership Interests of Buyer	15
	    SECTION 7.04. Confidentiality	16
	    SECTION 7.05. Bankruptcy Petition	17
	    SECTION 7.06. CHOICE OF LAW	17
	    SECTION 7.07. CONSENT TO JURISDICTION	17
	    SECTION 7.08. WAIVER OF JURY TRIAL	17
	    SECTION 7.09. Integration; Binding Effect; Survival of Terms	18
	    SECTION 7.10. Counterparts; Severability; Section References	18




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
	
Schedule A	-	Schedule of Receivables

























ii 













RECEIVABLES SALE AND
ASSIGNMENT AGREEMENT 



        This
RECEIVABLES SALE AND ASSIGNMENT AGREEMENT, dated as of March 15, 2006, is by and between
GEHL FUNDING LLC, a Delaware limited liability company (“Existing
Owner”), 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 



        Existing
Owner now owns Receivables (each an “Existing Receivable”). Existing
Owner wishes to sell and assign to Buyer, and Buyer wishes to purchase from Existing
Owner, all of Existing Owner’s right, title and interest in and to all the Existing
Receivables, together with the Related Security and Collections with respect thereto. 



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



        Following
the purchase of Existing Receivables from Existing Owner, 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 Existing Receivables. 




        (a)              Subject
to the terms and conditions hereof, Existing Owner agrees to sell,           assign,
transfer, set-over and otherwise convey to Buyer, without recourse           (except to
the extent expressly provided herein), and Buyer agrees to purchase           or acquire
from Existing Owner, all of Existing Owner’s right, title and           interest in
and to all Existing Receivables existing as of the close of business           on the
Business Day immediately prior to the Initial Funding Date together 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, Existing           Owner 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 Existing Owner, all of Existing Owner’s           right, title
and interest in and to the Existing Receivables set forth on the           Schedule of
Existing Receivables, which are all of the Existing Owner’s           Existing
Receivables existing as of the close of business on the Business Day
          immediately prior to the Initial Funding Date together 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
Existing           Owner’s right, title and interest in and to all Existing
Receivables           existing as of the close of business on the Business Day
immediately prior to           the Initial Funding 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 Existing Receivables           purchased hereunder, Buyer may request that Existing
Owner deliver, and Existing           Owner shall deliver, such additional documents
evidencing the transfer hereunder           as Buyer may reasonably request.  





2 









        (c)              It
is the intention of the parties hereto that the Purchases of Existing
          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 Existing
          Receivables. Except for the Purchase Price Credits owed pursuant to Section
          1.03, the sales of Existing Receivables hereunder are made without recourse
          to Existing Owner; provided, however, that (i) Existing Owner
          shall be liable to Buyer for all representations, warranties and covenants made
          by Existing Owner pursuant to the terms of the Transaction Documents to which
          Existing Owner 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 Existing Owner or any other Person arising in connection with the
          Existing Receivables, the related Contracts and/or other Related Security or
any           other obligations of Existing Owner. In view of the intention of the
parties           hereto that the Purchase of Existing Receivables made hereunder shall
constitute           sales of such Existing Receivables rather than loans secured
thereby, Existing           Owner 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 Existing
Receivables           with a legend acceptable to Buyer and to the Agent (as Buyer’s
assignee),           evidencing that Buyer has purchased such Existing Receivables as
provided in           this Agreement and to note in its financial statements that the
Existing           Receivables have been sold to Buyer. Existing Owner hereby authorizes
the filing           of financing statements and amendments thereto with respect to the
transfers           hereunder and further authorizes the filing of a financing statement
describing           the collateral as “all assets.” 




        SECTION
1.02. Payment for the Purchase. The Purchase Price for the Purchase of Existing
Receivables shall be payable in full by Buyer to Existing Owner on the Initial Funding
Date, and shall be paid to Existing Owner by delivery of immediately available funds.  




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




        (a)              the
Outstanding Balance of an Existing Receivable is:  




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








3 









	 	        (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 Existing Receivable,  




then, in such event, Buyer shall be
entitled to a credit (each, a “Purchase Price Credit”) in an amount equal
to the amount of such reduction or cancellation in the case of clause (a) or the
Outstanding Balance of such Existing Receivable in the case of clause (b). Existing Owner
shall pay the remaining amount of such Purchase Price Credit in cash within 5 Business
Days after Buyer shall have become entitled to such Purchase Price Credit. 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 Existing Receivable, Existing Owner shall be deemed to have breached such
representations and warranties and a Purchase Price Credit shall be payable by Existing
Owner in the amount of the Outstanding Balance of any Existing Receivable if (i) a Dealer
shall have originated such Existing Receivable, (ii) such Dealer shall have suffered an
Insolvency Event at any time following the date such Existing Receivable was transferred
hereunder and (iii) an action is brought in the Dealer’s bankruptcy case seeking to
claim an affected Existing 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 Existing Receivable or proceeds, assert any Adverse Claim on such
Existing Receivable or proceeds or otherwise challenge the effectiveness or validity of
such Dealer’s transfer of any Qualified 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. 



        SECTION
1.04. Payments and Computations, Etc. The Purchase Price hereunder shall be paid
as directed by Existing Owner on the Initial Funding Date. 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. Further Assurances. Existing Owner 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 Existing
Receivables purchased from Existing Owner hereunder.  




        SECTION
1.06.     Characterization. 




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        (a)              If,
notwithstanding the intention of the parties expressed in Section           1.01(c),
the sale by Existing Owner to Buyer of Existing 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 Existing Receivables
hereunder shall constitute a true sale thereof,           Existing Owner hereby grants to
Buyer a valid and perfected security interest in           all of Existing Owner’s
right, title and interest in, to and under all           Existing Receivables now
existing and hereafter arising, all Collections, all           Related Security and
Records with respect thereto, all other rights and payments           relating to the
Existing Receivables and all proceeds of the foregoing, and all           other assets in
which Buyer has acquired 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 Existing Owner hereunder           (including (a)
the obligation to remit all Collections with respect to the           Existing
Receivables to the Buyer and (b) the obligation to transfer Receivables           to the
Buyer with a value at least equal to the Existing Receivables,           Collections
thereon and the Related Security with respect thereto) which           security interest
shall be prior to all other Adverse Claims thereto. 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           Existing
Owner and the Buyer represents and warrants as to itself that each           remittance
of Collections and other property by the Existing Owner to the Buyer           hereunder,
will have been (i) in payment of a debt incurred by the Existing           Owner in the
ordinary course of business or financial affairs of the Existing           Owner and the
Buyer and (ii) made in the ordinary course of business or           financial affairs of
the Existing Owner and the Buyer.  




        (b)              Existing
Owner 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)              Existing
Owner 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.
          Existing Owner 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 Existing Owner agrees to cooperate fully with the Agent and the
          Purchasers in the exercise of such rights and remedies. Existing Owner further
          agrees to give to the Agent copies of all notices it is required to give to
          Buyer hereunder.  




ARTICLE II
 
REPRESENTATIONS AND WARRANTIES  




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        SECTION
2.01.     Representations  and  Warranties  of  Existing  Owner.   Existing  Owner
 hereby  represents  and warrants to Buyer and its assigns as of the date hereof and the
Initial Funding Date that: 




        (a)    Limited
Liability Company Existence and Power. Existing Owner 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. Existing Owner 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 Existing Owner of this Agreement and each other           Transaction
Document to which it is a party, and the performance of its           obligations
hereunder and thereunder and, Existing Owner’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 Existing Owner is a party has been duly executed           and delivered by
Existing Owner.  




        (c)    No
Conflict. The execution and delivery by Existing Owner 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 Existing Owner (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 Existing Owner 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 Existing Owner’s           knowledge,
threatened, against or affecting Existing Owner, or any of its           properties, in
or before any court, arbitrator or other body. Existing Owner is           not in default
with respect to any order of any court, arbitrator or           governmental authority.  




        (f)    Binding
Effect. This Agreement and each other Transaction Document to           which
Existing Owner is a party constitute the legal, valid and binding           obligations
of Existing Owner enforceable against Existing Owner 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).  




6 










        (g)    Accuracy
of Information. All information heretofore furnished by Existing           Owner 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 Existing Owner
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 Existing Receivable is           sold
hereunder and after giving effect to the Release, Existing Owner shall be           the
legal and beneficial owner of each such Existing 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 Existing
          Owner’s ownership interest in each Existing 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 Existing Owner) legal           and
equitable title to, with the right to sell and encumber each Existing
          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 Existing Receivables, the Related
          Security and the Collections.  




        (k)    Places
of Business. The principal places of business and chief executive           office of
Existing Owner 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. Existing Owner’s Federal Employer Identification Number is
          correctly set forth on Exhibit II.  




        (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.
All Obligors of Existing Receivables have been instructed           to pay all
Collections with respect thereto directly to the Lockbox or the           Lockbox
Account. Existing Owner 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 or the Lockbox Account, or           the right to take
control (within the meaning of Section 9-104 of the applicable           UCC) of the
Lockbox or the Lockbox Account at a future time or upon the           occurrence of a
future event. The Intercreditor Agreement remains in full force           and effect.  




7 










        (m)    Material
Adverse Effect. Since the date of its formation or as disclosed           in
Securities and Exchange Commission filings made prior to the date hereof, no
          event has occurred that would have a material adverse effect on (i) the
          financial condition or operations of Existing Owner or (ii) the ability of
          Existing Owner to perform its obligations under the Transaction Documents.
Since           February 2, 2006, no event has occurred which would have a material
adverse           effect on the collectibility of the Existing Receivables generally or
any           material portion of the Existing Receivables.  




        (n)    Names.
In the past five (5) years, Existing Owner 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)              [RESERVED].  




        (p)    Not
an Investment Company. Existing Owner 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. Existing Owner 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 Existing 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. Existing Owner has complied           in all
material respects with the Credit and Collection Policy with regard to           each
Existing Receivable and the related Contract.  




        (s)    Payments
to Existing Owner. With respect to the Existing Receivables           transferred to
Buyer hereunder, the Purchase Price received by Existing Owner           constitutes
reasonably equivalent value in consideration therefor and such           transfer was not
made for or on account of an antecedent debt. The transfer by           Existing Owner of
the Existing Receivables hereunder is not 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 Existing           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 Existing 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).  




8 










        (u)    Eligible
Receivables. Each Existing Receivable transferred to the Buyer           pursuant to
this Agreement and included in the calculation of Net Receivables           Balance on
the Initial Funding Date satisfies all of the criteria and           requirements set
forth in the definition of “Eligible Receivable” set           forth in Exhibit
I to the Purchase Agreement other than those criteria and           requirements (i)
relating to the transfer of such Receivable pursuant to this           Agreement, (ii)
relating to any actions by, or qualifications of, the Buyer and           (iii) set forth
in (A) the proviso to clause (b) of such definition, or (B)           clauses (g), (f)
and (s) of such definition.  




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




ARTICLE III  
CONDITIONS
OF PURCHASE  



The 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. 



ARTICLE IV  
COVENANTS  



        SECTION
4.01. Affirmative Covenants of Existing Owner. So long as any Existing Receivable
that is an “Eligible Receivable” upon transfer to Buyer remains outstanding,
Existing Owner hereby covenants as set forth below:  




        (a)     Reporting.
Existing Owner will promptly, from time to time, provide such           information,
documents, records or reports relating to the Existing Receivables           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.
Existing Owner 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)     Judgment
and Proceedings. The entry of any judgment or decree against           Existing
Owner.  







	 	        (ii)    Material
Adverse Effect. The occurrence of any event or condition that           has, or could
reasonably be expected to have, a Material Adverse Effect on the           Existing
Receivables.  







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







        (c)    Compliance
with Laws. Existing Owner will comply in all respects with all           applicable
laws, rules, regulations, orders, writs, judgments, injunctions,           decrees or
awards to which it may be subject. Existing Owner 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 necessary
to the conduct of its business; provided, that the           Existing Owner may be
dissolved on any date that is one year and one day after           the Initial Funding
Date.  




        (d)    [RESERVED].  




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




        (f)    Ownership.
Existing Owner will take all necessary action to establish and           maintain,
irrevocably in Buyer, legal and equitable title to the Existing           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).  




        (g)    Purchasers’ Reliance.  




	 	        (i)              Existing
Owner 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 Existing Owner and any Affiliates thereof. Therefore, from and
          after the date of execution and delivery of this Agreement, Existing Owner 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 each of Buyer is an entity with assets and liabilities
          distinct from those of Existing Owner and any Affiliates thereof and not just a
          division of Existing Owner. Without limiting the generality of the foregoing
and           in addition to the other covenants set forth herein, Existing Owner (i)
will not           hold itself out to third parties as liable for the debts of Buyer nor
purport to           own the Existing Receivables and other assets acquired by Buyer, and
(ii) 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)              From
and after the Initial Funding Date, the Existing Owner shall not conduct           any
business or activities other than (A) the business and activities           contemplated
and authorized by this Agreement and those reasonably necessary or           incidental
to its performance hereunder, (B) the distribution of the proceeds of           the
transfer of the Existing Receivables to the Existing Owner’s creditors           and
Gehl, pursuant to, and in accordance with, the Existing Owner’s           operating
agreement and certificate of formation and (C) the winding-up and           dissolution
of the Existing Owner on a date that is at least one year and one           day after the
date of this Agreement.  








10 









        (h)    Collections.
In the event any payments relating to Existing Receivables           are remitted
directly to Existing Owner, Existing Owner will remit (or will           cause all such
payments to be remitted) directly to the Lockbox Account Bank or           the Collection
Account 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, Existing Owner will itself hold or, if applicable,           will cause such
payments to be held in trust for the exclusive benefit of Buyer           and its
assigns. Existing Owner hereby disclaims any continuing right, title or
          interest in the Lockbox, the Lockbox Account or the Collection Account.  




        (i)    Taxes.
Existing Owner will, prior to its dissolution, 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.  




        (j)    Accounting.
Existing Owner 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).  




        (k)    Receivable
File; Records. Existing Owner will cause to be delivered to           the Servicer
the Receivable File and all other Records for each Existing           Receivable
transferred pursuant hereto.  




        SECTION
4.02. Negative Covenants of Existing Owner. So long as any Existing Receivable
that is an “Eligible Receivable” upon transfer to Buyer remains outstanding,
Existing Owner hereby covenants that:  




        (a)    Name
Change, Offices and Records. Existing Owner 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 (other than its           dissolution as
permitted hereunder), unless (i) at least forty-five (45) days           prior to the
effective date of any such change, Existing Owner 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 Existing
Receivables, the           Related Security related thereto and any Collections thereon
and (iv) in the           case of any change in its jurisdiction of organization (other
than its           dissolution as permitted hereunder), 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 Existing Owner’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 Existing           Receivables, the Related Security and Collections.  




11 











        (b)    Change
in Payment Instructions to Obligors. Existing Owner will not           purport to
make any change in the instructions to Obligors regarding payments to           be made
to the Lockbox or the Lockbox Account.  




        (c)    Modifications
to Contracts. Existing Owner will not extend, amend or           otherwise modify the
terms of any Existing Receivable or any Contract related           thereto.  




        (d)    Sales,
Liens. Existing Owner will not purport to 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
Existing Receivable, Related Security or Collections on any Existing
          Receivable, or upon or with respect to any Contract under which any Existing
          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. Existing Owner will defend the right, title and interest of Buyer in,
to           and under any of the property conveyed hereunder (other than the Lockbox and
          Lockbox Account as provided in the Intercreditor Agreement), against all claims
          of third parties claiming through or under Existing Owner. Existing Owner 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)    Accounting
for Purchase. Existing Owner will not account for or treat           (whether in
financial statements or otherwise) the transactions contemplated           hereby in any
manner other than the sale of the Existing Receivables and the           Related Security
by Existing Owner 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
Existing Receivables and the Related Security by Existing Owner to Buyer           except
to the extent that such transactions are not recognized as sales in           accordance
with GAAP.  




ARTICLE V  
[RESERVED]  



ARTICLE VI
 
INDEMNIFICATION  



        SECTION
6.01. Indemnities by Existing Owner. Without limiting any other rights that Buyer
may have hereunder or under applicable law, Existing Owner 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 Existing Receivables, excluding, however:  





12 









	 	        (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 Existing 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 Existing Owner or
the           Provider, except that this Agreement shall constitute an initial written
request           by the Existing Owner) 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;  







provided, however, that
nothing contained in this sentence shall limit the liability of Existing Owner or limit
the recourse of Buyer to Existing Owner in respect of any amounts otherwise specifically
provided to be paid by Existing Owner 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, Existing Owner shall indemnify the Indemnified Parties for
Indemnified Amounts relating to or resulting from: 



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







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








13 









	 	        (iii)              any
failure of Existing Owner 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 Existing
          Receivable or the related Contract;  







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







	 	        (vi)              any
investigation, litigation or proceeding related to or arising from this
          Agreement, the transactions contemplated hereby, the use of the proceeds of the
          Purchase, the ownership of the Existing Receivables or any other investigation,
          litigation or proceeding relating to Existing Owner in which any Indemnified
          Party becomes involved as a result of any of the transactions contemplated
          hereby;  







	 	        (vii)              any
inability to litigate any claim against any Obligor in respect of any           Existing
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;  







	 	        (viii)              any
Insolvency Event of which the Existing Owner is subject;  







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







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







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







	 	        (xii)              the
failure of the Existing Owner to provide the original Receivable File for           each
Existing Receivable to the Servicer.  







        SECTION
6.02. Other Costs and Expenses. Existing Owner 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.  




14 











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.  




        (b)              No
provision of this Agreement may be amended, supplemented, modified or waived
          except in writing signed by Existing Owner 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)              Existing
Owner 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 Existing
          Receivables, the Related Security, the Collections 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 Existing Owner’s sole cost and
          expense, direct Existing Owner to notify the Obligors of Existing 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 Existing
          Receivables be made directly to Buyer or its designee.  




        (b)              If
Existing Owner 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 Existing Owner as provided
          in Section 6.02. Existing Owner 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 Existing Owner (i) to execute on behalf of Existing Owner
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
Existing           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 Existing 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 Existing Receivables, Related Security and Collections. This
          appointment is coupled with an interest and is irrevocable.  




15 










        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.  




16 










        SECTION
7.05.     Bankruptcy Petition. 




        (a)              Existing
Owner 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)              Existing
Owner 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.  




        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. EXISTING OWNER 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 EXISTING OWNER PURSUANT TO THIS AGREEMENT AND
EXISTING OWNER 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
EXISTING OWNER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
EXISTING OWNER 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 EXISTING OWNER 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 EXISTING OWNER PURSUANT TO THIS AGREEMENT OR THE
RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.  





17 









        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 Existing           Owner 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.  




        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]  

















18 










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



		GEHL FUNDING LLC, as Existing Owner
	

 	By:  /s/ Thomas M. Rettler
		Name:  Thomas M. Rettler
		Title:  Vice President and CFO
	
 	Address:  Gehl Funding 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 Sale and Assignment 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 Sale and Assignment Agreement, dated as of March 15, 2006, between
Existing Owner 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. 



        “Collections”
means, with respect to any Existing Receivable, all cash collections and other cash
proceeds in respect of such Existing 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 Existing Receivable. 



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



        “Credit
and Collection Policy” means Existing Owner’s credit and collection
policies, practices and procedures relating to Contracts and Existing Receivables existing
on the date hereof and summarized in Exhibit V, as modified from time to time in
accordance with the Agreement. 



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



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



1 










        “Purchase”
means the purchase on the Initial Funding Date under the Agreement by Buyer from Existing
Owner of the Existing 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 $88,158,831.42.



        “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 Existing Receivable: 



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







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







	 	        (v)              all
Records related to such Existing Receivable, and  







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







        “Release”
means that certain Release and Extinguishment of Rights to Collateral dated as of March
15, 2006 among JPMorgan Chase Bank, National Association, as trustee, Gehl, and Systems
and Services Technologies, Inc., as backup servicer and as custodian. 



2 










        “Schedule
of Receivables” means the master schedule of all Existing Receivables transferred
pursuant to this Agreement which is attached hereto as Schedule A. For the
avoidance of doubt, the Existing Receivables will also be included in the “Schedule
of Receivables” as defined in the Purchase Agreement, the Receivables Purchase and
Sale Agreement and the Receivables Sale 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. 




























3 










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 




























1 









Exhibit III  

























1 











Schedule A 



Schedule of Receivables
as of the date of this Agreement 



(attached) 

















1