EXECUTION 



SALE AND SERVICING



AGREEMENT



among



GEHL RECEIVABLES
LLC, as Seller,



GEHL FUNDING LLC, as
Purchaser,



GEHL COMPANY, as 



Servicer and
Originator,



JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
as Trustee,



and



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



Dated as of
February
24, 2005 











TABLE OF CONTENTS 






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




i 














TABLE OF CONTENTS 
(continued)






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




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TABLE OF CONTENTS 






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




iii

 









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





iv  










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



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



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



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



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



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



ARTICLE I  



DEFINITIONS



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




        Section
1.2.     Other Definitional Provisions.  




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







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







	 	        (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.  







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







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




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





2 










ARTICLE II  



CONVEYANCE OF
RECEIVABLES



        Section
2.1.     Conveyance of Receivables.  




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







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







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







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







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







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







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







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







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







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







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








3 









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







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







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







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







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







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







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








4 









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







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







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







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







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







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







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







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







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








5 










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







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







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







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



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







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





6 









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




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







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







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







ARTICLE III  



THE RECEIVABLES



        Section
3.1.          Representations and Warranties of Seller. 




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







        Section
3.2.     Receivables Characteristics.  




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








7 









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







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







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







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







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







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








8 











	 	        (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 the Seller’s
knowledge, no                continuing condition that with notice or the lapse of time
would constitute a                default, breach, violation or event permitting
acceleration under the terms of                any Related Receivable has arisen; and
neither the Servicer nor the Seller has                waived any of the foregoing
(except in a manner consistent with Section                4.2) and no Financed
Equipment financed under a Related Receivable shall                have been repossessed.  







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







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









9 










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







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







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







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







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







	 	        (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.  







10 










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







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







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







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







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







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







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







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








11 









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







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







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







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







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







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







12 










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







        Section
3.3.     Repurchase Upon Breach.  




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








13 









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







        Section
3.4.     Custody of Receivable Files.  




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







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







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








14 









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




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




15 










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




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




ARTICLE IV  



ADMINISTRATION AND
SERVICING OF RECEIVABLES



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




16 










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




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








17 









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







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







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








18 









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







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





19 









        Section
4.4.     Insurance.  




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







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







        Section
4.5.          Maintenance of Security Interests in Financed Equipment. 




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








20 









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







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







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




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







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







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








21 









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







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




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





22 










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




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




	 	        (a)
               The Servicer shall deliver to the Purchaser, to the Trustee for delivery
to the                Noteholder, the Backup Servicer and each Rating Agency, on or
before February 28                of each year beginning February 28, 2006, an Officer’s
Certificate, dated                as of December 31 of the preceding year, stating that
(i) a review of the                activities of the Servicer during the preceding
12-month period (or, in the case                of the first such certificate, the period
from the initial Cutoff Date to                December 31, 2005) and of its performance
under this Agreement has been made                under such officer’s supervision
and (ii) to the best of such                officer’s knowledge, based on such
review, the Servicer has fulfilled all                its obligations under this
Agreement throughout such year (or, in the case of                the first such
certificate, such shorter period), or, if there has been a                default in the
fulfillment of any such obligation, specifying each such default                known to
such officer and the nature and status thereof.  







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








23 









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




        Section
4.12.         Backup Servicer's Accountants' Reports. 




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







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








24 









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




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




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







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







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








25 









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







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








26 









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







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







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








27 









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




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




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





28 









ARTICLE V  



ACCOUNTS;
DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDER



        Section
5.1.     Establishment of Pledged Accounts.  




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







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







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







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







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








29 









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







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







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







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








30 









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







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







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







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







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







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







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




31 










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




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







        Section
5.4.     Reserve Account.  




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







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







32 










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







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







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







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




        Section
5.6.     Distributions.  




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







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








33 









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







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







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







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







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







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







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







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







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







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







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








34 









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







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







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







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







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







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







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







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







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








35 









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







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







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







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







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







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







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







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







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







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







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







        Section
5.7.     Note Distribution Account.  




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








36   









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







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







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







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







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







        Section
5.8.     Statements to the Noteholder.  




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







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







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







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







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







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








37 









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







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







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







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







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







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







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







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







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








38 









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








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




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





39 









ARTICLE VI  



THE PURCHASER



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




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







	 	        (b)
Due Qualification. The Purchaser is duly qualified to do business as a
               foreign limited liability company in good standing, and has obtained all
               necessary licenses and approvals in all jurisdictions in which the
ownership or                lease of property or the conduct of its business shall
require such                qualifications or where failure to be so qualified may have
an adverse affect on                the Purchaser, any of the Receivables or the
Noteholder.  







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








40 









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







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







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







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








41 









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







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







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







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







ARTICLE VII  



THE SELLER



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




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







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








42 









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







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







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







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








43   









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







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







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







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







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








44 









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









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







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







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







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








45 









        Section
7.2.          Additional Covenants of the Seller and Originator. 




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







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







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








46 









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




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




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




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




        Section
7.7.     Liability of Originator; Indemnities.  




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








47 









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







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







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







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








48 









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



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



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




49 










        Section
7.9.     Limitation on Liability of Seller and Others. The Seller and any director or
officer or employee or agent of the Seller may rely in good faith on the advice of
counsel or on any document of any kind, prima facie properly executed and submitted by
any Person respecting any matters arising under any Basic Document. The Seller shall not
be under any obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its obligations under this Agreement, and that in its opinion may
involve it in any expense or liability.  




ARTICLE VIII  



THE SERVICER



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




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







	 	        (b)
Due Qualification. The Servicer is duly qualified to do business as a
               foreign corporation in good standing and has obtained all necessary
licenses and                approvals, in all jurisdictions in which the ownership or
lease of property or                the conduct of its business (including the servicing
of the Receivables as                required by this Agreement) requires or shall
require such qualification except                where the failure to so qualify or
obtain such licenses or consents could not                reasonably be expected to
result in a material adverse effect with respect to it                or to the
Receivables.  







50 










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







	 	        (d)
Binding Obligation. This Agreement and the Basic Documents to which the
               Servicer is a party shall constitute legal, valid and binding obligations
of the                Servicer enforceable in accordance with their respective terms,
except as                enforceability may be limited by bankruptcy, insolvency,
reorganization, or                other similar laws affecting the enforcement of
creditors’ rights generally                and by equitable limitations on the
availability of specific remedies,                regardless of whether such
enforceability is considered in a proceeding in                equity or at law.  







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







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







51 










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







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







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







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







52 










        Section
8.2.     Liability of Servicer; Indemnities.  




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







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







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







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







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








53 









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







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







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



54 










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



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




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







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








55 









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




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





56 









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




ARTICLE IX  



DEFAULT



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




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







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







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







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








57 









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







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







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







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







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







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







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







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







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




58 









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





59 









        Section
9.3.     Appointment of Successor.  




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







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








60 









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







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




        Section
9.5.     Waiver of Past Defaults. The Noteholder may waive in writing any default by
the Servicer in the performance of its obligations under this Agreement and the
consequences thereof. Upon any such waiver of a past default, such default shall cease to
exist, and any Servicer Termination Event arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereto. The Servicer shall
give prompt written notice of such waiver to the Rating Agencies, the Backup Servicer,
the Trustee and the Rating Agency Condition must have been satisfied prior to such waiver
becoming effective.  





61 









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




ARTICLE X  



MISCELLANEOUS
PROVISIONS



        Section
10.1.         Amendment. 




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







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







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







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







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








62 









        Section
10.2.         Protection of Title to Property. 




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







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







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







	 	        (d)
               The Servicer shall maintain accounts and records as to each Receivable
               accurately and in sufficient detail to permit (i) the reader thereof to
know at                any time the status of such Receivable, including payments and
recoveries made                and payments owing (and the nature of each) and (ii)
reconciliation between                payments or recoveries on (or with respect to) each
Receivable and the amounts                from time to time deposited in the Collection
Account in respect of such                Receivable.  








63 









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







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







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





64 









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




        Section
10.5.     Limitations on Rights of Others. The provisions of this Agreement are solely
for the benefit of the parties hereto and for the benefit of the Noteholder (or its
assignee, as a third-party beneficiary). Nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Collateral or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.  




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




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




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




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




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




65 










        Section
10.11.        Nonpetition Covenants. 




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







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







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




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




        Section
10.14.     No Joint Venture. Nothing contained in this Agreement (i) shall constitute
the Servicer and the Purchaser as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer on any of
them any express, implied or apparent authority to incur any obligation or liability on
behalf of the others.  




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





66 









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







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







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







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







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




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



67 











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




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




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




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




68 










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




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




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




        Section
10.25.     Merger and Integration. This Agreement sets forth the entire understanding
of the parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement and the other Basic Documents. This
Agreement may not be modified, amended, waived or supplemented except as provided herein.  




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













69 









[Signature Page to Sale
and Servicing Agreement] 



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



		GEHL FUNDING LLC, as Purchaser
	

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

 	GEHL RECEIVABLES LLC, as Seller
	

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

 	GEHL COMPANY, as Servicer and Originator
	

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

 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its
		individual capacity, but solely as Trustee
	

 	By: /s/ Daniel C. Brown, Jr.
		Title: Daniel C. Brown, Jr.
		           Vice President





[Signature Page to
Sale and Servicing Agreement] 












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

 	By: /s/ Kimberly K. Costa
		Title: Vice President





























[Signature Page to
Sale and Servicing Agreement] 












ANNEX A 



DEFINED TERMS 



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



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



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



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



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



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



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



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



        “Affiliate”
of any Person means any Person who directly or indirectly controls, is controlled by, or
is under direct or indirect common control with such Person. For purposes of this
definition, the term “control” when used with respect to any Person means
the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling,” “controlled by” and “under
common control with” have meanings correlative to the foregoing. 



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



Annex A - 1 










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



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







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







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







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







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







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







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







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







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







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







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







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







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







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



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



Annex A - 2 











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



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



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



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



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



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



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



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




Annex A - 3 










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



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



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



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



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



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



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



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



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



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



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



Annex A - 4 











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



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



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



        “Closing
Date” means February 24, 2005. 



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



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



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



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



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



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



        “Company”
means Gehl Company, a Wisconsin corporation. 



Annex A - 5 











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



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



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



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



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



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



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



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




Annex A - 6 










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



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



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



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



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



        “Default
Applicable Margin” means 2%. 





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



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



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



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



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




Annex A - 7 










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



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



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



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





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








Annex A - 8 










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







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







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





	 	        (a)
               with respect to bankers’ acceptances, commercial paper, negotiable
               certificates of deposit and other obligations that constitute
               “instruments” within the meaning of Section 9-102(a)(47) of the
UCC                (other than certificated securities) and are susceptible of physical
delivery,                transfer thereof to the Trustee by physical delivery to the
Trustee, indorsed                to, or registered in the name of, the Trustee or its
nominee or indorsed in                blank and such additional or alternative procedures
as may hereafter become                appropriate to effect the complete transfer of
ownership of any such Pledged                Account Property to the Trustee free and
clear of any adverse claims, consistent                with changes in applicable law or
regulations or the interpretation thereof;  







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








Annex A - 9 










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







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







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







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







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







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







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







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








Annex A - 10 










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







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







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



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



        “Dollar”
means lawful money of the United States. 



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



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




Annex A - 11 










        “Eligible
Investments” mean book-entry securities, negotiable instruments or securities
represented by instruments in bearer or registered form which evidence: 



	 	        (a)
               direct obligations of, and obligations fully guaranteed as to the full and
               timely payment by, the United States of America;  







	 	        (b)
               demand deposits, time deposits or certificates of deposit of any
depository                institution or trust company incorporated under the laws of the
United States of                America or any State thereof (or any domestic branch of a
foreign bank) and                subject to supervision and examination by Federal or
State banking or depository                institution authorities; provided, however,
that at the time of the investment                or contractual commitment to invest
therein, the commercial paper or other                short-term unsecured debt
obligations (other than such obligations the rating of                which is based on
the credit of a Person other than such depository institution                or trust
company) thereof shall be rated “A-1+” by Standard &               Poor’s
and “P-1” by Moody’s;  







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







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







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







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







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







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







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



Annex A - 12 











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



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







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







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







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







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







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







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







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








Annex A - 13 










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







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








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







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







	 	        (m)
               such Receivables contain no future funding obligations;  







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







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







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







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







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







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








Annex A - 14 










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







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







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







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







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







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







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







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







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







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







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







Annex A - 15 











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







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







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







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







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







        “Eligible
Used Equipment” means: 





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







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







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







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



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



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




Annex A - 16 










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



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



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



        “FDIC”
means the Federal Deposit Insurance Corporation. 



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



        “Final
Distribution Date” means March 15, 2014. 





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



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



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



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



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



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




Annex A - 17 










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



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



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



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



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



        “Grant”
means to mortgage, pledge, release, convey, assign, transfer, create, grant a lien upon
and a security interest in and right of set-off against, pursuant to the Indenture. To the
extent not otherwise inconsistent with the Basic Documents, a Grant of the Collateral or
of any agreement or instrument shall include all rights, powers and options (but none of
the obligations) of the granting party thereunder, including the right to claim for,
collect, receive and give receipt for principal and interest payments in respect of the
Collateral and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options,
to bring proceedings in the name of the granting party or otherwise and generally to do
and receive anything that the granting party is or may be entitled to do or receive
thereunder or with respect thereto. 



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




Annex A - 18 










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



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



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



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



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



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



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



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



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




Annex A - 19 










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



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



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



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



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



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



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



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



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




Annex A - 20 










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



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



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



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



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



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



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




Annex A - 21 










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



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



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



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



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



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




Annex A - 22 










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



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



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



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



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



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



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



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



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



        “Note
Paying Agent” means the Trustee or any other Person that meets the eligibility
standards for the Trustee specified in Section 6.11 of the Indenture and is
authorized by the Issuer to make the payments to and distributions from the Collection
Account and the Note Distribution Account, including payment of principal of or interest
on the Note on behalf of the Issuer. 



Annex A - 23 











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



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



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



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



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



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



        “Noteholder’s
Monthly Cap Distributable Amount” means, with respect to any Payment Date, the
sum for each day during the related Interest Period of the product of (i) the excess of
LIBOR over the Hedge Agreement Strike Rate for each day during such Interest Period, (ii)
the Invested Amount for each day during such Interest Period and (iii) 1/360. 



        “Noteholder’s
Monthly Interest Distributable Amount” means, with respect to any Payment Date,
the sum for each day during the related Interest Period of the product of (i) the Note
Interest Rate for each day during such Interest Period, (ii) the Invested Amount for each
day during such Interest Period and (iii) 1/360. 



        “Noteholder’s
Principal Distributable Amount” means, with respect to any Payment Date (other
than the Final Scheduled Payment Date) either (A) prior to the Facility Termination Date,
the Borrowing Base Deficiency, if any, or (B) upon the earlier of (i) the Facility
Termination Date and (ii) the date on which the Invested Amount of the Note is equal to or
less than 20% of the aggregate amount of the Advances made over the life of the Note, an
amount equal to the lesser of (i) amount on deposit in the Collection Account subsequent
to payments made under Sections 5.6(c)(i) through 5.6(c)(v) of the Sale and
Servicing Agreement and (ii) the aggregate outstanding principal amount of the Note. The
Noteholder’s Principal Distributable Amount on the Final Scheduled Payment Date will
equal to the aggregate outstanding principal amount of the Note. 



Annex A - 24 











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



        “Officer’s
Certificate” means a certificate signed by an Executive Officer of the
Originator, the Seller, the Purchaser or the Servicer, as appropriate. 



        “Opinion
of Counsel” means a written opinion of counsel who may be but need not be counsel
to the Purchaser, the Seller or the Servicer, which counsel shall be reasonably acceptable
to the Trustee and the Noteholder and which opinion shall be reasonably acceptable in form
and substance to the Trustee and to the Noteholder. 



        “Originator”
means Gehl Company, a Wisconsin corporation. 



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



        “Originator’s
Underwriting Practices and Procedures” means, as of the Closing Date, the
underwriting practices and procedures as approved by the Noteholder and which were
established by the Originator and used in the ordinary course of business by the
Originator and its Dealers in originating Receivables, determining the credit worthiness
of Obligors and establishing the amount and terms of each Obligor’s credit line. Such
term shall also include any subsequent written policy which reflects the Originator’s
underwriting and origination practices and procedures. 



        “Other
Conveyed Property” means all property conveyed by the Seller to the Purchaser
pursuant to Section 2.1 (a) of the Sale and Servicing Agreement and Section 2 of
each Assignment. 



        “Outstanding”
means, as of the date of determination, the Note theretofore authenticated and delivered
under the Indenture except: 



	 	        (i)                      the
Note theretofore canceled by the Note Registrar or delivered to the Note
               Registrar for cancellation;  







	 	        (ii)                      the
Note the payment for which money in the necessary amount has been
               theretofore deposited with the Trustee or any Note Paying Agent in trust
for the                Holder of the Note (provided, however, that if the Note is to be
prepaid, notice                of such prepayment has been duly given pursuant to this
Indenture, satisfactory                to the Trustee); and  







	 	        (iii)                      the
Note in exchange for or in lieu of another Note which have been
               authenticated and delivered pursuant to this Indenture unless proof
satisfactory                to the Trustee is presented that any Note is held by a bona
fide purchaser.  







        “Outstanding
Amount” means the aggregate principal amount of all Notes outstanding at the
date of determination.  





Annex A - 25 











        “Payment
Date” means, with respect to each Accrual Period, the 15th day of the
following calendar month, or if such day is not a Business Day, the immediately following
Business Day, commencing on April 15, 2005. 



        “Person”
means any individual, corporation, estate, partnership, limited liability company, joint
venture, association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision thereof. 



        “Physical
Property” has the meaning assigned to such term in the definition of
“Delivery” above. 



        “Pledged
Account Property” means the Pledged Accounts, all amounts and investments held
from time to time in any Pledged Account (whether in the form of deposit accounts,
Physical Property, book-entry securities, uncertificated securities or otherwise), and all
proceeds of the foregoing. 



        “Pledged
Accounts” has the meaning assigned thereto in Section 5.1(f) of the Sale
and Servicing Agreement. 



        “Portfolio
Discount Rate” shall mean a rate equal to the sum of the (i) the relevant Hedge
Agreement Strike Rate, and (ii) 1.85% per annum. 



        “Principal
Balance” of a Receivable, as of the close of business on the last day of an
Accrual Period, means the Amount Financed minus the sum of the following amounts without
duplication: (i) in the case of a Rule of 78‘s Receivable, that portion of all
Scheduled Receivable Payments actually received on or prior to such day allocable to
principal using the actuarial or constant yield method; (ii) in the case of a Simple
Interest Receivable, that portion of all Scheduled Receivable Payments actually received
on or prior to such day allocable to principal using the Simple Interest Method; (iii) any
payment of the Purchase Amount with respect to the Receivable allocable to principal; (iv)
any Cram Down Loss in respect of such Receivable; and (v) any prepayment in full or any
partial prepayment applied to reduce the principal balance of the Receivable. 



        “Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding. 



        “Purchase
Amount” means, on any date of determination with respect to a Defective
Receivable, the net present value of the remaining payments on such Receivable discounted
using the Portfolio Discount Rate. 



        “Purchase
and Sale Agreement” means that certain Purchase and Sale Agreement, dated as of
February 24, 2005, between the Company, as the Seller, and Gehl Receivables LLC, as the
Purchaser. 



        “Purchase
Price” means, with respect to each Receivable and related Other Conveyed Property
transferred to the Purchaser on the Closing Date or on any Funding Date, an amount equal
to the Principal Balance of such Receivable as of the Closing Date or such Funding Date,
as applicable. 




Annex A - 26 










        “Purchased
Receivable” means any Receivable repurchased as of the close of business on the
last day of an Accrual Period by the Servicer pursuant to Section 4.7 of the Sale
and Servicing Agreement or repurchased by the Seller pursuant to Section 3.3 or Section
3.5 of the Sale and Servicing Agreement. 



        “Purchaser”means
Gehl Funding LLC. 





        “Purchaser
Property” means the Receivables and Other Conveyed Property, together with
certain monies received after the related Cutoff Date, the Receivables Insurance Policies,
the Collection Account (including all Eligible investments therein and all proceeds
therefrom), the Lockbox Account and certain other rights under the Sale and Servicing
Agreement. 



        “Qualified
Institution” means a depository institution organized under the laws of the
United States of America or any one of the States thereof or incorporated under the laws
of a foreign jurisdiction with a branch or agency located in the United States of America
or one of the States thereof and subject to supervisions and examination by federal or
state banking authorities which at all times satisfies the long term and short term
ratings as required by the Rating Agencies and, in the case of any such institution
organized under the laws of the United States of America, whose deposits are insured by
the FDIC. 



        “Rating
Agency” means each of Moody’s and Standard & Poor’s, and any
successors thereof. If no such organization or successor maintains a rating on the Note,
“Rating Agency” shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Noteholder, notice of which
designation shall be given to the Trustee and the Servicer. 



        “Rating
Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given ten (10) days’ (or such shorter period as shall be acceptable
to each Rating Agency) prior notice thereof and that each of the Rating Agencies shall
have notified the Seller, the Servicer, the Note Purchaser and the Trustee in writing that
such action will not result in a reduction or withdrawal of the then current rating of the
Note. 



        “Realized
Losses” means, with respect to any Receivable that becomes a Liquidated
Receivable, the excess of the Principal Balance of such Liquidated Receivable over Net
Liquidation Proceeds allocable to principal thereof. 



        “Receivable”
means each Contract for Financed Equipment which is listed on the Schedule of Receivables
and is an Eligible Receivable at the time of its transfer under the Purchase and Sale
Agreement and the Sale and Servicing Agreement, as the case may be, and all rights and
obligations thereunder (other than Receivables that shall have become Purchased
Receivables). 



        “Receivable
Files” means the documents specified in Section 3.4(a) of the Sale and
Servicing Agreement. 



Annex A - 27 











        “Receivables
Insurance Policy” means, with respect to a Receivable, any insurance policy
(including the insurance policies described in Section 4.4 of the Sale and
Servicing Agreement) benefiting the holder of the Receivable providing loss or physical
damage, theft, mechanical breakdown or similar coverage with respect to the Financed
Equipment or the Obligor. 



        “Record
Date” means, with respect to a Payment Date, the close of business on the day
three (3) days prior to such Payment Date. 



        “Related
Receivables” means, with respect to a Funding Date, the Receivables listed on
Schedule A to the applicable Assignment executed and delivered by the Seller with
respect to such Funding Date. 



        “Release
Request” shall have the meaning set forth in Section 3.6 of the Sale and
Servicing Agreement. 



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



        “Repossessed
Receivable” means a Receivable with respect to which the earlier to occur of (i)
the date the Financed Equipment is actually repossessed and (ii) 30 days after the date
the Financed Equipment is authorized for repossession. 



        “Repurchase
Price” has the meaning specified in Section 5.9 of the Sale and Servicing
Agreement. 



        “Required
Reserve Account Amount means, on any date of determination, an amount equal to the sum
of (i) the greater of (x) 1.0% of the sum of the aggregate amount advanced on each Funding
Date (including the Closing Date), provided however that such amount shall not
exceed $1,500,000, and (y) 2% of the Outstanding Amount; plus (ii) the Cash Reserve
Amount. 



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



        “Responsible
Officer” means, in the case of the Trustee, the chairman or vice-chairman of the
board of directors, the chairman or vice-chairman of the executive committee of the board
of directors, the president, vice-president, assistant vice-president or managing
director, the secretary, and assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer’s knowledge of and
familiarity with the particular subject. 



        “Rule
of 78‘s Receivable” means any Receivable under which the portion of a
payment allocable to earned interest (which may be referred to in the related retail
installment sale contract as an add-on finance charge) and the portion allocable to the
Amount Financed is determined according to the method commonly referred to as the
“Rule of 78‘s” method or the “sum of the months’
digits” method or any equivalent method. 




Annex A - 28 










        “Rule
144A Information” has the meaning set forth in Section 3.25 of the Indenture. 



        “Sale and
Servicing Agreement” means the Sale and Servicing Agreement dated as of February
24, 2005, among the Purchaser, the Originator, the Seller, the Servicer, the Backup
Servicer, the Custodian and the Trustee, as the same may be amended or supplemented from
time to time. 



        “Scheduled
Maturity Date” means February 15, 2008, or such later date as agreed upon
pursuant to Section 2.05 of the Note Purchase Agreement. 



        “Schedule
of Receivables” means the Schedule of all Receivables purchased by Seller
pursuant to the Purchase and Sale Agreement and each Sale Assignment thereunder and
purchased by the Purchaser pursuant to the Sale and Servicing Agreement and each
Assignment which is attached as Schedule A to the Sale and Servicing Agreement, as
amended or supplemented by each Addition Notice and otherwise from time to time in
accordance with the terms of the Sale and Servicing Agreement, the Purchase and Sale
Agreement or the related Assignment or Sale Assignment, as applicable. 



        “Scheduled
Receivable Payment” means, with respect to any Receivable, the amount set forth
in the related Contract as the amount required to be paid by the Obligor for each Accrual
Period. If after the Closing Date, the amount required to be paid by the Obligor under a
Contract has been modified so as to differ from the amount originally specified in such
Contract (i) as a result of the order of a court in an insolvency proceeding involving the
Obligor or (ii) as a result of modifications or extensions of the Receivable as permitted
by Section 4.2 of the Sale and Servicing Agreement, the Scheduled Receivable
Payment for such Receivable shall refer to the Obligor’s payment obligation as so
modified. 



        “Secured
Obligations” means all amounts and obligations which the Issuer may at any time
owe to, or on behalf of, the Trustee for the benefit of the Noteholder under the Indenture
or the Note. 



        “Secured
Parties” means each of the Trustee, the Note Purchaser, and the Back-up Servicer
in respect of the Secured Obligations. 



        “Securities
Act” means the Securities Act of 1933, as amended. 



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



        “Servicer”
means Gehl Company in its capacity as the servicer of the Receivables, and each successor
Servicer pursuant to Section 9.3 of the Sale and Servicing Agreement. 



        “Servicer
Delinquency Ratio” means, as of any date of determination, the average, for the
three (3) months preceding such date of determination, of the aggregate principal balance
of all receivables which are more than sixty (60) days contractually past due that are
serviced by the Servicer divided by the aggregate principal balance of all receivables
serviced by the Servicer. 



Annex A - 29 











        “Servicer
Extension Notice” has the meaning specified in Section 4.15 of the Sale
and Servicing Agreement. 



        “Servicer
Financial Threshold Event” shall occur on any date of determination as determined
by the Noteholder on which the book equity of the Servicer is less than $115,000,000. 



        “Servicer
Pool Loss Ratio” means on any date of determination, the sum for the current
Accrual Period and each of the two immediately preceding Accrual Periods of (i) the
quotient of (a) aggregate principal balance of all receivables serviced by the Servicer
(irrespective of whether such receivables are subject to the transactions contemplated by
the Basic Documents), and which have become either (x) more than 180 days delinquent
during any such Accrual Period or (y) have been placed on non-accrual by the Servicer
during any such Accrual Period, minus (b) recoveries on all such receivables serviced by
the Servicer that are more than 180 days delinquent or were placed on non-accrual during
any such Accrual Period, divided by (ii) the aggregate principal balance of all
receivables serviced by the Servicer at the start of the current Accrual Period. 



        “Servicer
Termination Event” means an event specified in Section 9.1 of the Sale and
Servicing Agreement. 



        “Servicer’s
Certificate” means a certificate completed and executed by a Servicing Officer
and delivered pursuant to Section 4.9 of the Sale and Servicing Agreement,
substantially in the form of Exhibit G to the Sale and Servicing Agreement. 



        “Servicing
Fee” has the meaning specified in Section 4.8 of the Sale and Servicing
Agreement. 



        “Servicing
Fee Percentage” means 1.0%, provided that if Backup Servicer is the Servicer, the
Servicing Fee Percentage shall be as set forth in the Backup Servicer Fee Letter. 



        “Servicing
Officer” means any Person whose name appears on a list of Servicing Officers
delivered to the Trustee and the Noteholder, as the same may be amended, modified or
supplemented from time to time. 



        “Simple
Interest Method” means the method of allocating a fixed level payment between
principal and interest, pursuant to which the portion of such payment that is allocated to
interest is equal to the product of the APR multiplied by the unpaid balance multiplied by
the period of time (expressed as a fraction of a year, based on the actual number of days
in the calendar month and the actual number of days in the calendar year) elapsed since
the preceding payment of interest was made and the remainder of such payment is allocable
to principal. 




Annex A - 30 










        “Simple
Interest Receivable” means a Receivable under which the portion of the payment
allocable to interest and the portion allocable to principal is determined in accordance
with the Simple Interest Method. 



        “Standard
& Poor’s” “S&P” means Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor. 



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



        “State”
means any one of the 50 states of the United States of America or the District of
Columbia. 



        “Subservicer”
has the meaning set forth in Section 8.4 of the Sale and Servicing Agreement. 



        “Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other
business entity of which a majority of the outstanding shares of capital stock or other
equity interest having ordinary voting power for the election of directors or their
equivalent is at the time owned by such Person directly or through one or more
Subsidiaries. 



        “Taxes”
has the meaning set forth in Section 3.05 of the Note Purchase Agreement. 



        “Term”
has the meaning set forth in Section 2.05 of the Note Purchase Agreement. 



        “Termination
Date” means the date on which the Trustee shall have received payment and
performance of all Secured Obligations but in no event shall be later than March 15, 2015. 



        “341
Hearing” means the judicial hearing in which a person subject to a Chapter 7
Insolvency Event has presented his plan of reorganization to the bankruptcy court and all
of his creditors. 



        “Trust
Estate” means all money, instruments, rights and other property that are subject
to the lien and security interest of the Indenture for the benefit of the Noteholder
(including all Collateral Granted to the Trustee), including all proceeds thereof. 



        “Trustee”
means JPMorgan Chase Bank, National Association, a national banking association, not in
its individual capacity but as trustee under the Indenture, or any successor trustee under
the Indenture. 



        “Trustee
Fee” means (A) the fee payable to the Trustee on each Payment Date as set forth
in the Fee Schedule, and (B) any other amounts payable to the Trustee pursuant to the Fee
Schedule. 



        “UBS”
means UBS Real Estate Securities Inc. 



Annex A - 31 











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



        “Unused
Facility Fee” has the meaning set forth in Section 3.02 of the Note
Purchase Agreement. 



        “Weighted
Average Life” means with respect to any pool of Receivables, the average maturity
of the principal component of the Scheduled Receivable Payments for such Receivables. 




























Annex A - 32