EXECUTION COPY 



PURCHASE AND SALE
AGREEMENT



between



GEHL COMPANY,



as Originator



and



GEHL RECEIVABLES LLC,



as Buyer



Dated as of
February
24, 2005














TABLE OF CONTENTS 





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





i 










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




Exhibit A Form of Sale Assignment 





















ii 












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



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



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



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



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



ARTICLE I 
DEFINITIONS  



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




        1.2    
Other Definitional Provisions.  




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




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













            (c)              The
words “hereof,” “herein,”          “hereunder” and
words of similar import when used in this           Agreement shall refer to this
Agreement as a whole and not to any particular           provision of this Agreement.  




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




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




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




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




ARTICLE II 
CONVEYANCE
OF RECEIVABLES  



        2.1    
Conveyance of Receivables.  




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




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







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







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







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







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







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







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









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







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







	 	        (x)    
               all present and future claims, demands, causes and choses in action in
respect                of any or all of the foregoing and all payments on or under and
all proceeds of                every kind and nature whatsoever in respect of any or all
of the foregoing,                including all proceeds of the conversion, voluntary or
involuntary, into cash or                other liquid property, all cash proceeds,
accounts, accounts receivable, notes,                drafts, acceptances, chattel paper,
checks, deposit accounts, insurance                proceeds, rights to payment of any and
every kind and other forms of obligations                and receivables, instruments and
other property which at any time constitute all                or part of or are included
in the proceeds of any of the foregoing (the                foregoing clauses (i) — (x)
being collectively referred to as the                “Assets”).  







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




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




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




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




ARTICLE III
 
REPRESENTATIONS AND WARRANTIES  



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




        3.2    
Receivables Characteristics.  




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







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







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







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








4   











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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







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







	 	        (xxvii)    
Perfection of Security Interest. Originator has caused (or will have
               caused within ten (10) days of the sale of the Financed Equipment to the
               Obligor), the filing of all appropriate financing statements in the proper
               filing office in the appropriate jurisdictions under applicable law in
order to                perfect the security interest in the Receivables and the other
Assets (to the                extent perfection can be obtained through filing) granted
to Buyer hereunder                pursuant to Section 2.1 and the related Sale
Assignment.  







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







	 	        (xxix)    
Notations on Contracts; Financing Statement Disclosure. The Servicer has
               in its possession copies of all Contracts that constitute or evidence the
               Receivables. The Contracts that constitute or evidence the Receivables do
not                have any marks or notations indicating that they have been pledged,
assigned or                otherwise conveyed to any Person other than Buyer and/or the
Trustee for the                benefit of the Noteholders. All financing statements filed
or to be filed                against Originator in favor of Buyer in connection herewith
describing the                Assets contain a statement to the following effect: “A
purchase of or                security interest in any collateral described in this
financing statement will                violate the rights of the secured party.” 







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








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







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







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







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







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




9 










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




        3.4    
Custody of Receivable Files.  




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




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







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







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




10 










ARTICLE IV  
CONDITIONS  



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




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




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




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




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




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




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




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




11 










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




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




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




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




ARTICLE V

REPRESENTATIONS AND COVENANTS OF ORIGINATOR  



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



        5.1    
Protection of Right, Title and Interest.  




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




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




12 










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




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




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




        5.4    
Indemnification.  




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




13 










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




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




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




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




14 









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



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




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




15 










        5.7    
Representations and Warranties of Originator.  




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




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




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




            (d)    Valid
Sale; Binding Obligations. This Agreement effects a valid sale,           transfer
and assignment of the Receivables and the other Assets to Buyer,           enforceable
against Originator and creditors of and purchasers from Originator;           and this
Agreement and the Basic Documents to which Originator is a party, when           duly
executed and delivered by each party hereto and thereto, shall constitute
          legal, valid and binding obligations of Originator enforceable in accordance
          with their respective terms, except as enforceability may be limited by
          bankruptcy, insolvency, reorganization or other similar laws affecting the
          enforcement of creditors’ rights generally and by equitable limitations on
          the availability of specific remedies, regardless of whether such
enforceability           is considered in a proceeding in equity or at law.  




        (e)    No
Violation. The consummation of the transactions contemplated by this
          Agreement and the Basic Documents and the fulfillment of the terms of this
          Agreement and the Basic Documents does not conflict with, result in any breach
          of any of the terms and provisions of or constitute (with or without notice,
          lapse of time or both) a default under the articles of incorporation or bylaws
          of Originator, or any indenture mortgage, deed of trust or other material
          agreement or instrument to which Originator is a party or by which it is bound
          or any of its properties are subject, or result in the creation or imposition
of           any Lien upon any of its properties pursuant to the terms of any such
indenture,           agreement, mortgage, deed of trust or other instrument, other than
the Basic           Documents, or violate any law, order, rule or regulation applicable
to           Originator of any court or of any federal or state regulatory body,
          administrative agency or other governmental instrumentality having jurisdiction
          over Originator or any of its properties.  




16 










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




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




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




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




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




17 











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




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




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




            (n)    Investment
Company. Originator is not an “investment company”,           or a company
“controlled” by an “investment company,” within           the meaning
of the Investment Company Act of 1940, as amended, that is required           to be
registered as such under such Act.  




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





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




ARTICLE VI

MISCELLANEOUS  



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




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




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




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




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



        6.5    
Nonpetition Covenant.  




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




19 










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




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




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




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




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




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




        6.11    
Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.  




20 










        6.12    
Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  




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




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








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







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







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







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




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




[signature page follows] 



21 










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



		GEHL COMPANY, as Originator
	 	 	 
	
 	By:	/s/ Thomas M. Rettler
		Name:	Thomas M. Rettler
		Title:	Vice President and Chief Financial Officer










		GEHL RECEIVABLES LLC, as Buyer
	 	 	 
	
 	By:	/s/ Thomas M. Rettler
		Name:	Thomas M. Rettler
		Title:	Vice President and Chief Financial Officer


























[Signature Page to
Purchase and Sale Agreement]