Execution Copy 



$150,000,000 



Variable Funding Notes 







INDENTURE 



Dated as of February
24, 2005 







GEHL FUNDING LLC, 



Issuer 



UBS REAL ESTATE
SECURITIES INC., 



Noteholder 



and 



JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, 



Trustee 
















TABLE OF CONTENTS 




				PAGE NO.
	
ARTICLE I	 	 	 
	
 	DEFINITIONS AND INCORPORATION BY REFERENCE	2 
	
 	SECTION 1.1	Definitions	2 
		SECTION 1.2	Other Definitional Provisions	3 
	
ARTICLE II
	
 	THE NOTES		3 
	
 	SECTION 2.1	Form	3 
		SECTION 2.2	Execution, Authentication and Delivery	4 
		SECTION 2.3	[Reserved]	4 
		SECTION 2.4	Registration; Registration of Transfer and Exchange	4 
		SECTION 2.5	Restrictions on Transfer and Exchange	6 
		SECTION 2.6	Mutilated, Destroyed, Lost or Stolen Note	9 
		SECTION 2.7	Persons Deemed Owner	10 
		SECTION 2.8	Payment of Principal and Interest; Defaulted Interest	10 
		SECTION 2.9	Cancellation	10 
		SECTION 2.10	Release of Collateral	11 
		SECTION 2.11	Amount Limited; Advances	11 
	
ARTICLE III
	
 	COVENANTS		12 
	
 	SECTION 3.1	Payment of Principal and Interest	12 
		SECTION 3.2	Maintenance of Office or Agency	12 
		SECTION 3.3	Money for Payments to be Held in Trust	12 
		SECTION 3.4	Existence	14 
		SECTION 3.5	Protection of Trust Estate	14 
		SECTION 3.6	Opinions as to Trust Estate	14 
		SECTION 3.7	Performance of Obligations; Servicing of Receivables	15 
		SECTION 3.8	Negative Covenants	16 
		SECTION 3.9	Annual Statement as to Compliance	16 
		SECTION 3.10	Issuer May Consolidate, Etc, Only on Certain Terms	17 
		SECTION 3.11	Successor or Transferee	18 
		SECTION 3.12	No Other Business	19 
		SECTION 3.13	No Borrowing	19 
		SECTION 3.14	Guarantees, Loans, Advances and Other Liabilities	19 
		SECTION 3.15	Capital Expenditures	19 





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		SECTION 3.16	Compliance with Laws	19 
		SECTION 3.17	Restricted Payments	19 
		SECTION 3.18	Notice of Events of Default and Funding Termination Events	20 
		SECTION 3.19	Further Instruments and Acts	20 
		SECTION 3.20	Amendments of Basic Documents	20 
		SECTION 3.21	Income Tax Characterization	20 
		SECTION 3.22	Separate Existence of the Issuer	20 
		SECTION 3.23	Amendment of Issuer's Organizational Documents	20 
		SECTION 3.24	Other Agreements	21 
		SECTION 3.25	Rule 144A Information	21 
		SECTION 3.26	Change of Control	21 
	
 ARTICLE IV
	
 	SATISFACTION AND DISCHARGE		21 
	
 	SECTION 4.1	Satisfaction and Discharge of Indenture	21 
		SECTION 4.2	Application of Trust Money	22 
		SECTION 4.3	Repayment of Moneys Held by Note Paying Agent	22 
	
ARTICLE V
	
 	REMEDIES		22 
	
 	SECTION 5.1	Events of Default	22 
		SECTION 5.2	Rights Upon Event of Default	25 
		SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	25 
		SECTION 5.4	Remedies	27 
		SECTION 5.5	Optional Preservation of the Receivables	28 
		SECTION 5.6	Priorities	28 
		SECTION 5.7	Limitation of Suits	28 
		SECTION 5.8	Unconditional Rights of the Noteholders To Receive Principal and Interest	29 
		SECTION 5.9	Restoration of Rights and Remedies	29 
		SECTION 5.10	Rights and Remedies Cumulative	29 
		SECTION 5.11	Delay or Omission Not a Waiver	30 
		SECTION 5.12	Control by Noteholders	30 
		SECTION 5.13	Waiver of Past Defaults	30 
		SECTION 5.14	Undertaking for Costs	30 
		SECTION 5.15	Waiver of Stay or Extension Laws	31 
		SECTION 5.16	Sale of Trust Estate	31 
		SECTION 5.17	Performance and Enforcement of Certain Obligations	32 
	
ARTICLE VI
	
 	THE TRUSTEE		32 




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 	SECTION 6.1	Duties of Trustee	32 
		SECTION 6.2	Rights of Trustee	34 
		SECTION 6.3	Individual Rights of Trustee	35 
		SECTION 6.4	Trustee's Disclaimer	35 
		SECTION 6.5	Notice of Defaults	35 
		SECTION 6.6	Reports by Trustee to the Noteholders, etc	35 
		SECTION 6.7	Compensation and Indemnity	35 
		SECTION 6.8	Replacement of Trustee	36 
		SECTION 6.9	Successor Trustee by Merger	37 
		SECTION 6.10	Appointment of Co-Trustee or Separate Trustee	37 
		SECTION 6.11	Eligibility; Disqualification	39 
		SECTION 6.12	Appointment	39 
		SECTION 6.13	Performance of Duties	39 
		SECTION 6.14	Representations and Warranties of the Trustee	39 
		SECTION 6.15	Waiver of Setoffs	40 
	
ARTICLE VII
	
 	[RESERVED]		40 
	
 ARTICLE VIII
	
 	COLLECTION OF MONEY AND RELEASES OF TRUST ESTATE	40 
	
 	SECTION 8.1	Collection of Money	40 
		SECTION 8.2	Release of Trust Estate	40 
		SECTION 8.3	Opinion of Counsel	41 
	
 ARTICLE IX
	
 	SUPPLEMENTAL INDENTURES		41 
	
 	SECTION 9.1	Supplemental Indentures Without Consent of Noteholders	41 
		SECTION 9.2	Execution of Supplemental Indentures	42 
		SECTION 9.3	Effect of Supplemental Indenture	42 
	
ARTICLE X
	
 	REPAYMENT AND PREPAYMENT OF NOTES	43 
	
 	SECTION 10.1	Repayment of the Note; Optional Prepayment of the Note; Reductions of
			Maximum Invested Amount	43 
		SECTION 10.2	Notice of Prepayment	43 
		SECTION 10.3	General Procedures	43 
	
ARTICLE XI
	
 	MISCELLANEOUS		44 




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 	SECTION 11.1	Compliance Certificates and Opinions, etc	44 
		SECTION 11.2	Form of Documents Delivered to Trustee	45 
		SECTION 11.3	Acts of the Noteholders	45 
		SECTION 11.4	Notices, etc., to Trustee, Issuer, Noteholders and Rating Agencies	46 
		SECTION 11.5	Waiver	46 
		SECTION 11.6	Alternate Payment and Notice Provisions	46 
		SECTION 11.7	Effect of Headings and Table of Contents	47 
		SECTION 11.8	Successors and Assigns; Third Party Beneficiary	47 
		SECTION 11.9	Severability	47 
		SECTION 11.10	Legal Holidays	47 
		SECTION 11.11	Governing Law	47 
		SECTION 11.12	Counterparts	47 
		SECTION 11.13	Recording of Indenture	47 
		SECTION 11.14	Issuer Obligation	47 
		SECTION 11.15	No Petition	48 
		SECTION 11.16	Inspection	48 
		SECTION 11.17	Entire Agreement	48 
		SECTION 11.18	Subordination Agreement	48 
		SECTION 11.19	Trustee Direction	49 
		SECTION 11.20	Hedge Agreements	49 





Exhibits 


		
	Exhibit A-1	Form of Variable Funding Note
	Exhibit A-2	Form of Transferor Certification
	Exhibit A-3	Form of Transferee Certification



























iv 













        INDENTURE
dated as of February 24, 2005, by and among GEHL FUNDING LLC, a Delaware limited liability
company, as issuer (the “Issuer”), UBS REAL ESTATE SECURITIES INC., a
Delaware corporation, as the initial Noteholder, and JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Trustee”). 



        Each
party agrees as follows for the benefit of the other parties and for the benefit of each
Holder of the Issuer’s Variable Funding Notes (the “Notes”): 



        To
secure the payment of principal of and interest on, and any other amounts owing in respect
of the Note, and to secure compliance with this Indenture, the Issuer has agreed to pledge
the Collateral (as defined below) as collateral to the Trustee for the benefit of the
Secured Parties. 



GRANTING CLAUSE 



        The
Issuer hereby Grants to the Trustee on the Closing Date, as Trustee for the benefit of the
Secured Parties, all right, title and interest of the Issuer, whether now existing or
hereafter arising, in and to the following; 



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




        (b)                 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 on and after the related Cutoff Date;  




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




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




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




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




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




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













        (i)                 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 Issuer
          pursuant to a liquidation of such Receivable;  




        (i)                 the
Sale and Servicing Agreement, including a direct right to cause the Seller           to
purchase Receivables from the Issuer pursuant to the Sale and Servicing
          Agreement under the circumstances specified therein;  




        (j)                 the
Purchase and Sale Agreement, including a direct right to cause the           Originator
to purchase Receivables from the Seller pursuant to the Purchase and           Sale
Agreement under the circumstances specified therein;  




        (k)                 any
Hedge Agreements;  




        (l)                 the
Note Purchase Agreement (to the extent of the Issuer’s rights against           the
Servicer); and  




        (m)                 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           (collectively, the property described in this Granting Clause, the
          “Collateral”).  




        The
foregoing Grant is made in trust to the Trustee, for the benefit of the Secured Parties,
to secure the payment of principal of and interest on, and any other amounts owing in
respect of the Note, to secure the Secured Obligations and to secure compliance with this
Indenture. Without limiting the generality of the foregoing, it is understood that all of
the representations and warranties made by Seller from time to time under the Sale and
Servicing Agreement, and all of the Issuer’s rights and remedies in respect thereof,
are pledged to the Trustee for the benefit of the Noteholders hereunder. The Trustee
hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with
the provisions of this Indenture and agrees to perform its duties as required in this
Indenture. This Indenture shall constitute a security agreement for purposes of the UCC as
in effect in the States of New York and Delaware. 



ARTICLE I  



DEFINITIONS AND
INCORPORATION BY REFERENCE 



        SECTION
1.1     Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in Annex A to the Sale and Servicing Agreement dated
as of the Closing Date among the Issuer, the Seller, the Servicer, the Originator, the
Backup Servicer, the Custodian and the Trustee, as the same may be amended or
supplemented from time to time (the “Sale and Servicing Agreement”).
Except as otherwise specified herein, any action hereunder or under the Notes requiring
the consent, approval or acceptance of, or any direction by, the Noteholders shall
require consent or direction, as applicable, of the Holders of at least a majority of the
Outstanding Amount of the Notes.  





-2- 









        SECTION
1.2     Other Definitional Provisions.  




        (i)              All
terms defined in this Indenture 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.  




        (ii)              Accounting
terms used but not defined or partly defined in this Indenture, 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 Indenture or in any such instrument, certificate or other document are
          inconsistent with the meanings of such terms under GAAP, the definitions
          contained in this Indenture or in any such instrument, certificate or other
          document shall control.  




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




        (iv)              Section,
Schedule and Exhibit references contained in this Indenture are           references to
Sections, Schedules and Exhibits in or to this Indenture unless           otherwise
specified; and the term “including” shall mean “including
without limitation.” 




        (v)              The
definitions contained in this Indenture 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.  




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




ARTICLE II  



THE NOTES 



        SECTION
2.1     Form. Each Note, together with the Trustee’s certificate of authentication,
shall be in substantially the form set forth in Exhibit A-1, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may, consistently herewith, be determined
by the officers executing such Note, as evidenced by their execution of the Note. Any
portion of the text of a Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note. Only one Note will be issued on
the Closing Date which Note shall be subject to Advances and prepayments from time to
time in accordance with Section 2.11 and Article X, respectively.  





-3- 










        (a)              Each
Note shall be typewritten, printed, lithographed or engraved or produced by           any
combination of these methods (with or without steel engraved borders), all           as
determined by the officers executing such Note, as evidenced by their           execution
of such Note.  




        (b)              The
terms of the form of Note set forth in Exhibit A-1 are part of the           terms
of this Indenture.  




        SECTION
2.2     Execution, Authentication and Delivery. The Notes shall be executed on behalf of the
Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on
the Notes may be manual or facsimile.  




        (a)              A
Note bearing the manual or facsimile signature of individuals who were at any
          time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding
          that such individuals or any of them have ceased to hold such offices prior to
          the authentication and delivery of the Note or did not hold such offices at the
          date of the Note.  




        (b)              The
Trustee shall upon receipt of an Issuer Order for authentication and           delivery,
authenticate and deliver the Notes for original issue in an aggregate           principal
amount up to, but not in excess of, the Maximum Invested Amount.  




        (c)              Each
Note shall be dated the date of its authentication.  




        (d)              No
Note shall be entitled to any benefit under this Indenture or be valid or
          obligatory for any purpose, unless there appears attached to such Note a
          certificate of authentication substantially in the form provided for herein,
          executed by the Trustee by the manual signature of one of its authorized
          signatories, and such certificate attached to such Note shall be conclusive
          evidence, and the only evidence, that such Note has been duly authenticated and
          delivered hereunder.  




        SECTION
2.3     [Reserved]  




        SECTION
2.4     Registration; Registration of Transfer and Exchange. The Issuer shall cause to be
kept a register (the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe and subject to the provisions of Section 2.5,
the Issuer shall provide for the registration of the Notes, and the registration of
transfers and exchanges of the Notes. The Trustee initially shall be “Note
Registrar” for the purpose of registering the Notes and transfers of the Notes
as herein provided. Upon any resignation or removal of any Note Registrar, the Issuer
shall promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Note Registrar.  




        (a)              If
a Person other than the Trustee is appointed by the Issuer as Note Registrar,
          the Issuer will give the Trustee and the Noteholders prompt written notice of
          the appointment of such Note Registrar and of the location, and any change in
          the location, of the Note Register, and the Trustee shall have the right to
          inspect the Note Register at all reasonable times and to obtain copies thereof.
          The Trustee shall have the right to conclusively rely upon a certificate
          executed on behalf of the Note Registrar by an Executive Officer thereof as to
          the names and addresses of the Holders of the Notes and the principal amounts
          and number of the Notes.  





-4- 









        (b)              Subject
to Section 2.5 hereof, upon surrender for registration of           transfer of a
Note at the office or agency of the Issuer to be maintained as           provided in Section
3.2, if the requirements of Section 8-401(a) of the           UCC are met, the Issuer
shall execute and the Trustee shall authenticate and           deliver, in the name of
the designated transferee or transferees, a new Note in           the minimum
denomination of $10,000,000 or any multiple of $1,000 in excess           thereof and a
like aggregate principal amount.  




        (c)              At
the option of any Holder, Notes may be exchanged for other Notes in any
          authorized denominations, of the same class and a like aggregate principal
          amount, upon surrender of the Notes to be exchanged at such office or agency.
          Whenever the Note is so surrendered for exchange, subject to Section 2.5          hereof,
if the requirements of Section 8-401(a) of the UCC are met, the Issuer           shall
execute, and upon written request by the Issuer, the Trustee shall
          authenticate, and the Noteholders shall obtain from the Trustee, the Notes
which           the Noteholders making the exchange is entitled to receive. Every Note
presented           or surrendered for registration of transfer or exchange shall be
accompanied by           a written instrument of transfer in form satisfactory to the
Issuer, the Trustee           and the Note Registrar duly executed by the Holder thereof
or his attorney duly           authorized in writing.  




        (d)              A
Note issued upon any registration of transfer or exchange of a Note shall be
          the valid obligation of the Issuer, evidencing the same debt, and entitled to
          the same benefits under this Indenture, as the Note surrendered upon such
          registration of transfer or exchange.  




        (e)              Every
Note presented or surrendered for registration of transfer or exchange           shall be
(i) duly endorsed by, or accompanied by a written instrument of           transfer in the
form attached to Exhibit A-1 duly executed by, the Holder           thereof or
such Holder’s attorney, duly authorized in writing, with such           signature
guaranteed by an “eligible guarantor institution”          meeting the
requirements of the Note Registrar which requirements include           membership or
participation in Securities Transfer Agents Medallion Program           (“STAMP”)
or such other “signature guarantee           program” as may be
determined by the Note Registrar in addition to, or           in substitution for, STAMP,
all in accordance with the Exchange Act and (ii)           accompanied by such other
documents as the Trustee may require.  




        (f)              No
service charge shall be made to a Holder for any registration of transfer or
          exchange of a Note, but the Note Registrar may require payment of a sum
          sufficient to cover any tax or other governmental charge that may be imposed in
          connection with any registration of transfer or exchange of a Note.  




        (g)              The
preceding provisions of this Section 2.4 notwithstanding, the Issuer
          shall not be required to make and the Note Registrar shall not register
          transfers or exchanges of any Note selected for redemption or of any Note for a
          period of 15 days preceding the due date for any payment with respect to the
          Note.  




-5- 











        SECTION
2.5     Restrictions on Transfer and Exchange.  




        (a)              No
transfer of a Note shall be made unless the transferor thereof has provided a
          certification substantially in the form of Exhibit A-2 that such
transfer           is (i) to the Issuer or an Affiliate of the Issuer, or (ii) to any
person the           transferor reasonably believes is a qualified institutional buyer
(as defined in           Rule 144A under the Securities Act) (a “Qualified
Institutional           Buyer”) in a transaction meeting the requirements of
Rule 144A under           the Securities Act and Section 2.5(b) hereof, or (iii)
in compliance with Section 2.5(b) hereof, (A) to an institutional investor that is
an           “accredited investor” as defined in Rule 501(a)(1), (2),
(3) or           (7) of Regulation D promulgated under the Securities Act, or (B) in a
          transaction complying with or exempt from the registration requirements of the
          Securities Act and in accordance with any applicable securities laws of any
          state of the United States or any other jurisdiction; provided, that, in
          the case of clauses (iii)(A) and (iii)(B) above, the Trustee or the
          Issuer may require an Opinion of Counsel to the effect that such transfer may
be           effected without registration under the Securities Act, which Opinion of
          Counsel, if so required, shall be addressed to the Issuer and the Trustee and
          shall be secured at the expense of such Holder. Each prospective purchaser by
          its acquisition of a Note, acknowledges that the Note will contain a legend
          substantially to the effect set forth in Section 2.5(c) (unless the
          Issuer determines otherwise in accordance with applicable law).  




        Any
transfer or exchange of a Note to a proposed transferee taking such transfer in the form
of a Note shall be conducted in accordance with the provisions of Section 2.4 and
the Note Purchase Agreement, and shall be contingent upon receipt by the Note Registrar of
(A) such Note, if applicable, properly endorsed for assignment or transfer or (B) written
instructions from such Transferor directing the Note Registrar to cause to be credited the
beneficial interest in or amount of the corresponding Note to the account designated by
such Transferor in an amount equal to the amount of such Note or beneficial interest to be
transferred (but not less than the minimum authorized denomination applicable to the Note)
and (C) such certificates or signatures as may be required under the Note or this
Section 2.5, in each case, in form and substance satisfactory to the Note
Registrar. The Note Registrar shall cause any such transfers and related cancellations or
increases and related reductions, as applicable, to be properly recorded in its books in
accordance with the requirements of Section 2.4. 



        (b)     Transfers
Generally. Each purchaser of a Note will be deemed to have           represented and
agreed as follows:  




	 	        (i)              In
the case of a purchaser that is a Qualified Institutional Buyer (as defined           in
Rule 144A under the Securities Act), that the purchaser (1) is a Qualified
          Institutional Buyer, (2) is aware that the sale of the Notes to it is being
made           in reliance on the exemption from registration provided by Rule 144A under
the           Securities Act and (3) is acquiring the Notes for its own account or for
one or           more investor accounts, each of which is for a Qualified Institutional
Buyer,           and as to each of which the purchaser exercises sole investment
discretion, for           the purchaser and for each such account.  







	 	        (ii)              The
purchaser has such knowledge and experience in financial and business           matters
as to be capable of evaluating the merits and risks of its investment in           the
Notes, and the purchaser and any accounts for which it is acting are each           able
to bear the economic risk of the purchaser’s or its investment.  







-6- 










	 	        (iii)              The
purchaser understands that the Notes are being offered only in a transaction
          not involving any public offering in the United States within the meaning of
the           Securities Act, the Notes have not been and will not be registered under
the           Securities Act, and, if in the future the purchaser decides to offer,
resell,           pledge or otherwise transfer the Notes, the Notes may be offered,
resold,           pledged or otherwise transferred only in accordance with the legend on
the Notes           set forth in Section 2.5(c). The purchaser acknowledges that
no           representation is made by the Issuer as to the availability of any exemption
          under the Securities Act or any state securities laws for resale of the Notes.  








	 	        (iv)              The
purchaser is not purchasing the Notes with a view to the resale,           distribution
or other disposition thereof in violation of the Securities Act.           The purchaser
understands that an investment in the Notes involves certain           risks, including
the risk of loss of a substantial part of its investment under           certain
circumstances. The purchaser has had access to such financial and other
          information concerning the Issuer and the Notes as it deemed necessary or
          appropriate in order to make an informed investment decision with respect to
its           purchase of the Notes, including an opportunity to ask questions of and
request           information from the Noteholders and the Issuer.  








	 	        (v)              In
connection with the transfer of the Notes: (A) none of the Issuer or the
          Noteholders is acting as a fiduciary or financial or investment adviser for the
          purchaser; (B) the purchaser is not relying (for purposes of making any
          investment decision or otherwise) upon any advice, counsel or representations
          (whether written or oral) of the Issuer or the Noteholders other than any
          representations expressly set forth in a written agreement with such party; (C)
          none of the Issuer or the Noteholders have given to the purchaser (directly or
          indirectly through any other person) any assurance, guarantee, or
representation           whatsoever as to the expected or projected success,
profitability, return,           performance, result, effect, consequence, or benefit
(including legal,           regulatory, tax, financial, accounting, or otherwise) of the
Indenture or           documentation for the Notes; (D) the purchaser has consulted with
its own legal,           regulatory, tax, business, investment, financial, and accounting
advisers to the           extent it has deemed necessary, and it has made its own
investment decisions           (including decisions regarding the suitability of any
transaction pursuant to           the Indenture) based upon its own judgment and upon any
advice from such           advisers as it has deemed necessary and not upon any view
expressed by the           Issuer; (E) the purchaser has determined that the rates,
prices or amounts and           other terms of the purchase and sale of the Notes reflect
those in the relevant           market for similar transactions; (F) the purchaser is
acquiring the Notes with a           full understanding of all of the terms, conditions
and risks thereof (economic           and otherwise), and it is capable of assuming and
willing to assume (financially           and otherwise) those risks; and (G) the
purchaser is a sophisticated investor.  








-7- 










	 	        (vi)              The
purchaser will not, at any time, offer to buy or offer to sell the Notes by           any
form of general solicitation or advertising, including, but not limited to,           any
advertisement, article, notice or other communication published in any
          newspaper, magazine or similar medium or broadcast over television or radio or
          seminar or meeting whose attendees have been invited by general solicitations
or           advertisings.  








	 	        (vii)              The
purchaser represents that either (1) it is not a Benefit Plan and is not           acting
on behalf of or investing plan assets of a Benefit Plan or (2) the           purchaser’s
purchase and holding of a Note is entitled to exemptive relief           from the
prohibited transaction rules of Section 406 of ERISA and Section 4975           of the
Code pursuant to a U.S. Department of Labor prohibited transaction class
          exemption.  








	 	        (viii)              The
purchaser acknowledges that the Issuer, the Noteholders and others will rely
          upon the truth and accuracy of the foregoing acknowledgments, representations
          and agreements and agrees that, if any of the acknowledgments, representations
          or warranties deemed to have been made by it by or in connection with its
          purchase of the Notes are no longer accurate, it shall promptly notify the
          Issuer and the Noteholders. If the purchaser is acquiring the Notes as a
          fiduciary or agent for one or more investor accounts, it shall be deemed to
have           represented that it has sole investment discretion with respect to each
such           account and that it has full power to make the foregoing acknowledgments,
          representations and agreements on behalf of each such account.  








	 	        (ix)              Any
transfer to an institutional “accredited investor” (as defined in
          Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) is
          expressly conditioned upon the requirement that such transferee shall deliver a
          Transferee’s Certificate in the form of Exhibit A-3.  








        (c)              Unless
the Issuer determines otherwise in accordance with applicable law, the           Notes
shall have the following legend:  




	 	        THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS OR “BLUE SKY” LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR AN
INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT) AND
THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW
TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY TO (1) THE ISSUER (UPON
REDEMPTION THEREOF OR OTHERWISE) OR AN AFFILIATE OF THE ISSUER, (2) TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR
(3)(A) TO A U.S. PERSON THAT IS AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D
PROMULGATED UNDER THE SECURITIES ACT, OR (B) IN A TRANSACTION OTHERWISE EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE WITH THE
INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION; PROVIDED, THAT IN CONNECTION WITH TRANSFERS PURSUANT TO
CLAUSES 3(A) OR 3(B) ABOVE, THE TRUSTEE OR THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL
TO THE EFFECT THAT SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT, WHICH OPINION OF COUNSEL, IF SO REQUIRED, SHALL BE ADDRESSED TO THE
ISSUER AND THE TRUSTEE AND SHALL BE SECURED AT THE EXPENSE OF THE HOLDER.  








-8- 









        SECTION
2.6     Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered
to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Trustee such security or
indemnity as may be required by it to hold the Issuer and the Trustee harmless, then, in
the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has
been acquired by a bona fide purchaser, and, provided that the requirements of Section
8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the
Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however,
that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become, or within seven days shall be, due and payable or shall have been called for
redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in
writing, to pay such destroyed, lost or stolen Note when so due or payable without
surrender thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the preceding sentence, a bona fide purchaser
of the original Note in lieu of which such replacement Note was issued, presents for
payment such original Note, the Issuer and the Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Trustee in connection therewith.  




        (a)              Upon
the issuance of any replacement Note under this Section, the Issuer may           require
the payment by the Holder of such Note of a sum sufficient to cover any           tax or
other governmental charge that may be imposed in relation thereto and any           other
reasonable expenses (including the fees and expenses of the Trustee and           its
counsel) connected therewith.  




        (b)              Every
replacement Note issued pursuant to this Section in replacement of any
          mutilated, destroyed, lost or stolen Note shall constitute an original
          additional contractual obligation of the Issuer, whether or not the mutilated,
          destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
          shall be entitled to all the benefits of this Indenture equally and
          proportionately with the Note duly issued hereunder.  




        (c)              The
provisions of this Section are exclusive and shall preclude (to the extent
          lawful) all other rights and remedies with respect to the replacement or
payment           of the mutilated, destroyed, lost or stolen Note.  




-9- 









        SECTION
2.7     Persons Deemed Owner. Prior to due presentment for registration of transfer of any
Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name any Note is registered (as of the applicable Record Date) as the
owner of such Note for the purpose of receiving payments of principal of and interest, if
any, on such Note, for all other purposes whatsoever and whether or not such Note be
overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee
shall be affected by notice to the contrary.  




        SECTION
2.8      Payment of Principal and Interest; Defaulted Interest. 




        (a)              The
Notes shall accrue interest as provided in the form of the Note set forth in Exhibit
A-1, and such interest shall be due and payable on each Payment           Date, as
specified therein. Any installment of interest or principal, if any,           payable on
a Note which is punctually paid or duly provided for by the Issuer on           the
applicable Payment Date shall be paid to the Person in whose name such Note           is
registered on the Record Date, either by wire transfer in immediately           available
funds to such Person’s account as it appears on the Note Register           on such
Record Date if (i) such Noteholder has provided to the Note Registrar
          appropriate written instructions at least five Business Days prior to such
          Payment Date and such Holder’s Notes in the aggregate evidence a
          denomination of not less than $1,000,000 or (ii) such Noteholder is the Issuer,
          or an Affiliate thereof, or if not by check mailed to such Noteholder at the
          address of such Noteholder appearing on the Note Register, except for the final
          installment of principal payable with respect to such Note on a Payment Date or
          on the Final Scheduled Payment Date, which shall be payable as provided below.  




        (b)              All
principal payments on the Notes shall be made pro rata to the Noteholders
          entitled thereto. Upon written notice from the Issuer, the Trustee shall notify
          the Person in whose name a Note is registered at the close of business on the
          Record Date preceding the Payment Date on which the Issuer expects that the
          final installment of principal of and interest on such Note will be paid. Such
          notice shall be mailed or transmitted by facsimile prior to such final Payment
          Date and shall specify that such final installment will be payable only upon
          presentation and surrender of such Note and shall specify the place where such
          Note may be presented and surrendered for payment of such installment.  




        (c)              If
the Issuer defaults in a payment of interest on the Notes, the Issuer shall           pay
defaulted interest (plus interest on such defaulted interest to the extent
          lawful) at the Note Interest Rate then in effect in any lawful manner. The
          Issuer may pay such defaulted interest to the Noteholders on the immediately
          following Payment Date, and if such amount is not paid on such following
Payment           Date, then on a subsequent special record date, which date shall be at
least           five Business Days prior to the Payment Date. The Issuer shall fix or
cause to           be fixed any such special record date and Payment Date, and, at least
15 days           before any such special record date, the Issuer shall mail to the
Noteholders           and the Trustee a notice that states the special record date, the
Payment Date           and the amount of defaulted interest to be paid.  








        SECTION
2.9     Cancellation. Each Note surrendered for payment, registration of transfer, exchange
or redemption shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any time
deliver to the Trustee for cancellation any Note previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and the Note so
delivered shall be promptly canceled by the Trustee. No Note shall be authenticated in
lieu of or in exchange for any Note canceled as provided in this Section, except as
expressly permitted by this Indenture. The canceled Note may be held or disposed of by
the Trustee in accordance with its standard retention or disposal policy as in effect at
the time unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it; provided that such Issuer Order is timely and such Note has not
been previously disposed of by the Trustee.  




-10- 










        SECTION
2.10     Release of Collateral. Subject to the terms of the other Basic Documents and
Sections 10.1 and 11.1, the Trustee shall, on or after the Termination Date,
release any remaining portion of the Collateral from the lien created by this Indenture
and deposit in the Collection Account any funds then on deposit in any other Pledged
Account. In addition, the Trustee shall release Ineligible Receivables from the lien
created by this Indenture upon any dividend or other distribution or transfer of such
Ineligible Receivables pursuant to the Sale and Servicing Agreement. The Trustee shall
release property from the lien created by this Indenture pursuant to this Section 2.10 only
upon receipt of an Issuer Request accompanied by an Officer’s Certificate meeting
the applicable requirements of Section 11.1.  




        SECTION
2.11     Amount Limited; Advances.  




        The
maximum aggregate principal amount of the Notes which may be authenticated and delivered
and Outstanding at any time under this Indenture is limited to the Maximum Invested
Amount. 



        On
each Business Day prior to the Facility Termination Date that is a Funding Date, and upon
the satisfaction of all conditions precedent to (a) the funding of an Advance and (b) the
purchase of Receivables, in each case as set forth in Section 2.1(b) of the Sale and
Servicing Agreement and Sections 6.01 and 6.02 of the Note Purchase Agreement, the Issuer
shall be entitled to borrow funds pursuant to an Advance on such Funding Date in an
aggregate principal amount equal to the Advance Amount with respect to such Funding Date.
Each request by the Issuer for an Advance shall be deemed to be a certification by the
Issuer as to the satisfaction of the conditions specified in the previous sentence. 



        The
aggregate outstanding principal amount of the Notes may be increased through the funding
of the Advances. The Issuer and the Servicer shall promptly notify the Trustee of each
Advance and corresponding Advance Amount at the same time an Advance Request is submitted
to the initial Noteholder. Each Advance and corresponding Advance Amount shall be recorded
on the grid attached to the applicable Note or in an electronic file substantially in the
same form as such grid. The grid (or such electronic file) shall show all Advance Amounts
and prepayments. Each Advance and corresponding Advance Amount shall also be recorded in
records maintained by the Trustee. All such records shall reflect all Advance Amounts,
prepayments, other payments and interest accruals. Each Noteholder shall be responsible
for maintaining the grid with respect to its Note. Absent manifest error, all such grid
entries maintained by the Noteholders (whether manual or in electronic form) shall be
dispositive with respect to the determination of the outstanding principal amount of such
Note. A Note (i) may be funded by Advances on any Funding Date in a minimum amount of
$2,000,000 and any higher amount (subject to the Maximum Invested Amount and the terms and
conditions set forth in the Note Purchase Agreement), and (ii) subject to subsequent
Advances pursuant to this Section 2.11, is subject to prepayment in whole or in
part, at the option of the Issuer as provided in Article X herein. 




-11- 









ARTICLE III  



COVENANTS 



        SECTION
3.1     Payment of Principal and Interest. The Issuer will duly and punctually pay the
principal of and interest on the Notes in accordance with the terms of the Notes and this
Indenture and the Sale and Servicing Agreement. Without limiting the foregoing, the
Issuer will cause to be distributed on each Payment Date all amounts deposited in the
Note Distribution Account pursuant to the Sale and Servicing Agreement to the
Noteholders. Amounts properly withheld under the Code by any Person from a payment to the
Noteholders of interest and/or principal shall be considered as having been paid by the
Issuer to the Noteholders for all purposes of this Indenture.  




        SECTION
3.2     Maintenance of Office or Agency. The Issuer will maintain in the Borough of
Manhattan, The City of New York, an office or agency where the Note may be surrendered
for registration of transfer or exchange, and where notices and demands to or upon the
Issuer in respect of the Note and this Indenture may be served. The Issuer hereby
initially appoints the Trustee to serve as its agent for the foregoing purposes. The
Issuer will give prompt written notice to the Trustee and the Noteholders of the
location, and of any change in the location, of any such office or agency. If at any time
the Issuer shall fail to maintain any such office or agency or shall fail to furnish the
Trustee with the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its
agent to receive all such surrenders, notices and demands.  




        SECTION
3.3     Money for Payments to be Held in Trust. On or before each Payment Date, the Issuer
shall deposit or cause to be deposited in the Note Distribution Account from the
Collection Account an aggregate sum sufficient to pay the amounts then becoming due under
the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto
and (unless the Note Paying Agent is the Trustee) shall promptly notify the Trustee of
its action or failure so to act. Except as provided in Section 3.3(c) hereof, all
payments of amounts due and payable with respect to the Notes that are to be made from
amounts withdrawn from the Note Distribution Account shall be made on behalf of the
Issuer by the Trustee or by the Note Paying Agent, and no amounts so withdrawn from the
Note Distribution Account for payment of the Notes shall be paid to the Issuer.  




        (a)              The
Issuer shall cause each Note Paying Agent other than the Trustee to execute           and
deliver to the Trustee an instrument in which such Note Paying Agent shall
          agree with the Trustee (and if the Trustee acts as Note Paying Agent, it hereby
          so agrees), subject to the provisions of this Section, that such Note Paying
          Agent shall:  




	 	        (i)              hold
all sums held by it for the payment of amounts due with respect to the           Notes in
trust for the benefit of the Persons entitled thereto until such sums           shall be
paid to such Persons or otherwise disposed of as herein provided and           pay such
sums to such Persons as herein provided;  









-12- 










	 	        (ii)              give
the Trustee notice of any default by the Issuer (or any other obligor upon           the
Notes) of which it has actual knowledge in the making of any payment           required
to be made with respect to the Notes;  







	 	        (iii)              at
any time during the continuance of any such default, upon the written request
          of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
          Note Paying Agent;  







	 	        (iv)              immediately
resign as a Note Paying Agent and forthwith pay to the Trustee all           sums held by
it in trust for the payment of the Notes if at any time it ceases           to meet the
standards required to be met by a Note Paying Agent at the time of           its
appointment; and  







	 	        (v)              comply
with all requirements of the Code with respect to the withholding from           any
payments made by it on the Notes of any applicable withholding taxes imposed
          thereon and with respect to any applicable reporting requirements in connection
          therewith.  







        (b)              The
Issuer may at any time, for the purpose of obtaining the satisfaction and
          discharge of this Indenture or for any other purpose, by Issuer Order direct
any           Note Paying Agent to pay to the Trustee all sums held in trust by such Note
          Paying Agent, such sums to be held by the Trustee upon the same trusts as those
          upon which the sums were held by such Note Paying Agent; and upon such a
payment           by any Note Paying Agent to the Trustee, such Note Paying Agent shall
be           released from all further liability with respect to such money.  




        (c)              Subject
to applicable laws with respect to the escheat of funds, any money held           by the
Trustee or any Note Paying Agent in trust for the payment of any amount           due
with respect to a Note and remaining unclaimed for two years after such           amount
has become due and payable shall be discharged from such trust and be           paid to
the Issuer on Issuer Request and shall be deposited by the Trustee in           the
Collection Account; and the Holder of such Note shall thereafter, as an
          unsecured general creditor, look only to the Issuer for payment thereof (but
          only to the extent of the amounts so paid to the Issuer), and all liability of
          the Trustee or such Note Paying Agent with respect to such trust money shall
          thereupon cease; provided, however, that the Trustee or such Note Paying Agent,
          before being required to make any such repayment, shall at the expense of the
          Issuer cause to be published once, in a newspaper published in the English
          language, customarily published on each Business Day and of general circulation
          in the City of New York, notice that such money remains unclaimed and that,
          after a date specified therein, which shall not be less than 30 days from the
          date of such publication, any unclaimed balance of such money then remaining
          will be repaid to the Issuer. The Trustee shall also adopt and employ, at the
          expense of the Issuer, any other reasonable means of notification of such
          repayment (including, but not limited to, mailing notice of such repayment to
          the Holder whose Note have been called but have not been surrendered for
          redemption or whose right to or interest in moneys due and payable but not
          claimed is determinable from the records of the Trustee or of any Note Paying
          Agent, at the last address of record for each such Holder).  




-13- 










        SECTION
3.4     Existence. Except as otherwise permitted by the provisions of Section 3.10, the
Issuer will keep in full effect its existence, rights and franchises as a limited
liability company under the laws of the State of Delaware (unless it becomes, or any
successor Issuer hereunder is or becomes, organized under the laws of any other state or
of the United States of America, in which case the Issuer will keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the Collateral and each other instrument or agreement included in
the Trust Estate.  




        SECTION
3.5     Protection of Trust Estate. The Issuer intends the security interest Granted pursuant
to this Indenture in favor of the Trustee, for the benefit of the Noteholders, to be
prior to all other liens in respect of the Trust Estate, and the Issuer shall take all
actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of the
Noteholders, a first lien on and a first priority, perfected security interest in the
Trust Estate. The Issuer will from time to time prepare (or shall cause to be prepared),
execute and deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:  




	 	        (i)              Grant
more effectively all or any portion of the Trust Estate;  







	 	        (ii)              maintain
or preserve the lien and security interest (and the priority thereof)           in favor
of the Trustee for the benefit of the Noteholders created by this           Indenture or
carry out more effectively the purposes hereof;  







	 	        (iii)              perfect,
publish notice of or protect the validity of any Grant made or to be           made by
this Indenture;  







	 	        (iv)              enforce
any of the Collateral;  







	 	        (v)              preserve
and defend title to the Trust Estate and the rights of the Trustee and           the
Noteholders in such Trust Estate against the claims of all persons and           parties;
and  







	 	        (vi)              pay
all taxes or assessments levied or assessed upon the Trust Estate when due.  







The Issuer hereby designates the
Trustee its agent and attorney-in-fact to execute any financing statement, continuation
statement or other instrument required by the Trustee pursuant to this Section. 



        SECTION
3.6     Opinions as to Trust Estate.  




        (a)              On
the Closing Date, the Issuer shall furnish to the Trustee an Opinion of           Counsel
either stating that, in the opinion of such counsel, such action has           been taken
with respect to the recording and filing of this Indenture, any           indentures
supplemental hereto, and any other requisite documents, and with           respect to the
authorization and filing of any financing statements and           continuation
statements, as are necessary to perfect and make effective the           first priority
lien and security interest in favor of the Trustee, for the           benefit of the
Noteholders, created by this Indenture in the Receivables and the           other
Collateral and reciting the details of such action, or stating that, in           the
opinion of such counsel, no such action is necessary to make such lien and
          security interest effective; it being understood that the security interest
          opinion delivered pursuant to Section 6.01 of the Note Purchase Agreement shall
          satisfy this requirement.  





-14- 









        (b)              Within
90 days after the beginning of each calendar year, beginning in 2006, the
          Issuer shall furnish to the Trustee and the Noteholders an Opinion of Counsel
          either stating that, in the opinion of such counsel, such action has been taken
          with respect to the recording, filing, re-recording and refiling of this
          Indenture, any indentures supplemental hereto and any other requisite documents
          and with respect to the authorization and filing of any financing statements
and           continuation statements as are necessary to maintain the lien and security
          interest created by this Indenture in the Receivables and the other Collateral
          and reciting the details of such action or stating that in the opinion of such
          counsel no such action is necessary to maintain such lien and security
interest.           Such Opinion of Counsel shall also describe any action necessary (as
of the date           of such opinion) to be taken in the following year to maintain the
lien and           security interest of this Indenture in the Collateral. The scope of
such Opinion           of Counsel shall be consistent with the scope of the Opinion of
Counsel           delivered pursuant to Section 3.6(a).  




        SECTION
3.7     Performance of Obligations; Servicing of Receivables. The Issuer will not take any
action and will use commercially reasonable efforts not to permit any action to be taken
by others that would release any Person from any of such Person’s material covenants
or obligations under any instrument or agreement included in the Trust Estate or that
would result in the amendment, hypothecation, subordination, termination or discharge of
or impair the validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in or permitted by this
Indenture, the other Basic Documents or such other instrument or agreement.  




        (a)              The
Issuer may contract with other Persons to assist it in performing its duties
          under this Indenture, and any performance of such duties by a Person identified
          to the Trustee in an Officer’s Certificate of the Issuer shall be deemed
to           be action taken by the Issuer. Initially, the Issuer has contracted with the
          Servicer to assist the Issuer in performing its duties under this Indenture.  




        (b)              The
Issuer will punctually perform and observe all of its obligations and
          agreements contained in this Indenture, the other Basic Documents and in the
          instruments and agreements included in the Trust Estate, including but not
          limited to preparing (or causing to be prepared) and filing (or causing to be
          filed) all UCC financing statements and continuation statements required to be
          filed by the terms of the Basic Documents in accordance with and within the
time           periods provided for herein and therein. Except as otherwise expressly
provided           therein or permitted thereby, the Issuer shall not waive, amend,
modify,           supplement or terminate any Basic Document or any provision thereof
without the           prior written consent of the Holders of at least a majority of the
Outstanding           Amount of the Notes.  




        (c)              If
the Issuer shall have knowledge of the occurrence of a Servicer Termination
          Event or Funding Termination Event, the Issuer shall promptly notify the
Trustee           and the Rating Agencies thereof in accordance with Section 11.4,
and           shall specify in such notice the action, if any, the Issuer is taking in
respect           of such event. If a Servicer Termination Event or Funding Termination
Event           shall arise from the failure of the Servicer to perform any of its duties
or           obligations under the Sale and Servicing Agreement with respect to the
          Receivables, the Issuer shall take all reasonable steps available to it to
          remedy such failure.  





-15- 









        (d)              Except
as otherwise expressly provided under the Basic Documents, the Issuer           agrees
that it will not waive timely performance or observance by the Servicer,           the
Originator or the Seller of their respective duties thereunder without the
          prior written consent of the Holders of at least a majority of the Outstanding
          Amount of the Notes.  




        SECTION
3.8     Negative Covenants. So long as any Note is Outstanding, the Issuer shall not:  




	 	        (i)              except
as expressly permitted by this Indenture or the other Basic Documents,           sell,
transfer, exchange or otherwise dispose of any of the properties or assets           of
the Issuer, including those included in the Trust Estate, unless directed to           do
so by the Noteholders or the Noteholders have approved such disposition;  










	 	        (ii)              claim
any credit on, or make any deduction from the principal or interest           payable in
respect of the Notes (other than amounts properly withheld from such           payments
under the Code) or assert any claim against any present or former           Noteholder by
reason of the payment of the taxes levied or assessed upon any           part of the
Trust Estate; or  







	 	        (iii)              (A)
permit the validity or effectiveness of this Indenture to be impaired, or
          permit the lien in favor of the Trustee created by this Indenture to be
amended,           hypothecated, subordinated, terminated or discharged, or permit any
Person to be           released from any covenants or obligations with respect to the
Notes under this           Indenture except as may be expressly permitted hereby, (B)
permit any lien,           charge, excise, claim, security interest, mortgage or other
encumbrance (other           than the lien of this Indenture) to be created on or extend
to or otherwise           arise upon or burden the Trust Estate or any part thereof or
any interest           therein or the proceeds thereof (other than tax liens, mechanics’ liens
and           other liens that arise by operation of law), (C) permit the lien of this
          Indenture not to constitute a valid first priority (other than with respect to
          any such tax, mechanics’ or other lien) perfected security interest in the
          Trust Estate or (D) amend, modify or fail to comply with the provisions of the
          Basic Documents without the prior written consent of the Noteholders.  







        SECTION
3.9     Annual Statement as to Compliance. The Issuer will deliver to the Trustee and the
Noteholders 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, as to the Authorized
Officer signing such Officer’s Certificate, that:  




	 	        (i)              a
review of the activities of the Issuer during the preceding year (or portion           of
such year from the initial Funding Date through December 31, 2005) and of
          performance under this Indenture has been made under such Authorized
          Officer’s supervision; and  







-16- 








	 	        (ii)              to
the best of such Authorized Officer’s knowledge, based on such review,           the
Issuer has complied in all material respects with all conditions and           covenants
under this Indenture throughout such year and no event has occurred           and is
continuing which is, or after notice or lapse of time or both would           become, an
Event of Default, or, if there has been a default in the compliance           of any such
condition or covenant, specifying each such default known to such           Authorized
Officer and the nature and status thereof.  







        SECTION
3.10     Issuer May Consolidate, Etc, Only on Certain Terms. The Issuer shall not consolidate
or merge with or into any other Person, unless  




	 	        (i)              the
Person (if other than the Issuer) formed by or surviving such consolidation           or
merger shall be a Delaware limited liability company and shall expressly
          assume, by an indenture supplemental hereto, executed and delivered to the
          Trustee, in form satisfactory to the Trustee and the Noteholders, the due and
          punctual payment of the principal of and interest on the Note and the
          performance or observance of every agreement and covenant of this Indenture on
          the part of the Issuer to be performed or observed, all as provided herein;  







	 	        (ii)              immediately
after giving effect to such transaction, no Default, Event of           Default, Servicer
Termination Event or Funding Termination Event shall have           occurred and be
continuing;  







	 	        (iii)              the
Rating Agency Condition shall have been satisfied with respect to such
          transaction;  







	 	        (iv)              the
Issuer shall have received an Opinion of Counsel (and shall have delivered
          copies thereof to the Trustee) to the effect that such transaction will not
have           any material adverse tax consequence to the Noteholders;  







	 	        (v)              any
action as is necessary to maintain the lien and first priority, perfected
          security interest created by this Indenture shall have been taken;  







	 	        (vi)              the
Issuer shall have delivered to the Trustee an Officer’s Certificate and           an
Opinion of Counsel each stating that such consolidation or merger and such
          supplemental indenture comply with this Section 3.10 and that all conditions
          precedent herein provided for relating to such transaction have been complied
          with; and  







	 	        (vii)              the
Issuer shall have given the Trustee written notice of such conveyance or
          transfer at least 10 Business Days prior to the consummation of such action and
          shall have received the prior written approval of the Noteholders of such
          conveyance or transfer and the Issuer or the Person (if other than the Issuer)
          formed by or surviving such conveyance or transfer has a net worth, immediately
          after such conveyance or transfer, that is (a) greater than zero and (b) not
          less than the net worth of the Issuer immediately prior to giving effect to
such           conveyance or transfer.  







        (b)              Except
as expressly permitted by the Basic Documents, the Issuer shall not           convey or
transfer all or substantially all of its properties or assets,           including those
included in the Trust Estate, to any Person, unless  





-17- 









	 	        (i)    
         the Person that acquires by conveyance or transfer the properties and assets of
          the Issuer the conveyance or transfer of which is hereby restricted shall (A)
be           a Delaware limited liability company, (B) expressly assume, by an indenture
          supplemental hereto, executed and delivered to the Trustee, in form
satisfactory           to the Trustee and the Noteholders, the due and punctual payment
of the           principal of and interest on the Notes and the performance or observance
of           every agreement and covenant of this Indenture and each of the other Basic
          Documents on the part of the Issuer to be performed or observed, all as
provided           herein, (C) expressly agree by means of such supplemental indenture
that all           right, title and interest so conveyed or transferred shall be subject
and           subordinate to the rights of the Noteholders, and (D) unless otherwise
provided           in such supplemental indenture, expressly agree to indemnify, defend
and hold           harmless the Issuer against and from any loss, liability or expense
arising           under or related to this Indenture and the Notes;  







	 	        (ii)              immediately
after giving effect to such transaction, no Default, Event of           Default, Servicer
Termination Event or Funding Termination Event shall have           occurred and be
continuing;  







	 	        (iii)              the
Rating Agency Condition shall have been satisfied with respect to such
          transaction;  







	 	        (iv)              the
Issuer shall have received an Opinion of Counsel (and shall have delivered
          copies thereof to the Trustee and the Noteholders) to the effect that such
          transaction will not have any material adverse tax consequence to the
          Noteholders;  







	 	        (v)              any
action as is necessary to maintain the lien and security interest created by
          this Indenture shall have been taken;  







	 	        (vi)              the
Issuer shall have delivered to the Trustee and the Noteholders an           Officers’ Certificate
and an Opinion of Counsel each stating that such           conveyance or transfer and
such supplemental indenture comply with this Section 3.10 and that all conditions
precedent herein provided for           relating to such transaction have been complied
with; and  







	 	        (vii)              the
Issuer shall have given the Trustee written notice of such conveyance or
          transfer at least 10 Business Days prior to the consummation of such action and
          shall have received the prior written approval of the Noteholders of such
          conveyance or transfer and the Issuer or the Person (if other than the Issuer)
          formed by or surviving such conveyance or transfer has a net worth, immediately
          after such conveyance or transfer, that is (a) greater than zero and (b) not
          less than the net worth of the Issuer immediately prior to giving effect to
such           consolidation or merger.  







        SECTION
3.11     Successor or Transferee.  




        (a)              Upon
any consolidation or merger of the Issuer in accordance with Section           3.10(a),
the Person formed by or surviving such consolidation or merger (if           other than
the Issuer) shall succeed to, and be substituted for, and may           exercise every
right and power of, the Issuer under this Indenture with the same           effect as if
such Person had been named as the Issuer herein.  




-18- 










        (b)              Upon
a conveyance or transfer of all the assets and properties of the Issuer
          pursuant to Section 3.10(b), the Issuer will be released from every
          covenant and agreement of this Indenture to be observed or performed on the
part           of the Issuer with respect to the Notes immediately upon the delivery of
written           notice to the Trustee stating that the Issuer is to be so released.  




        SECTION
3.12     No Other Business. The Issuer shall not engage in any business other than financing,
purchasing, owning, pledging, distributing, dividending, selling and managing the
Collateral in the manner contemplated by this Indenture and the other Basic Documents and
activities incidental thereto.  




        SECTION
3.13     No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise
become liable, directly or indirectly, for any Indebtedness except for (i) the Notes, and
(ii) any other Indebtedness permitted by or arising under the Basic Documents. The
proceeds of the Notes shall be used to fund the Issuer’s purchase of the Related
Receivables and the other assets specified in the Sale and Servicing Agreement, to pay
the costs of any Hedge Agreement, to fund the Reserve Account up to the Required Reserve
Account Amount and to pay the Issuer’s organizational, transactional and start-up
expenses.  




        SECTION
3.14     Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the
Sale and Servicing Agreement, this Indenture or the other Basic Documents, the Issuer
shall not make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuring another’s payment or performance on
any obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations, stocks
or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so)
any stock, obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.  




        SECTION
3.15     Capital Expenditures. The Issuer shall not make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or personalty).  




        SECTION
3.16     Compliance with Laws. The Issuer shall comply with the requirements of all
applicable laws, the non-compliance with which would, individually or in the aggregate,
materially and adversely affect the ability of the Issuer to perform its obligations
under the Notes, this Indenture or any Basic Document.  




        SECTION
3.17     Restricted Payments. Except as expressly permitted by the Basic Documents, the
Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution
(by reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to any owner of a beneficial interest in the Issuer or otherwise
with respect to any ownership or equity interest or security in or of the Issuer, (ii)
redeem, purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made, distributions
to the Trustee and to any owner of a beneficial interest in the Issuer as permitted by,
and to the extent funds are available for such purpose from distributions under the Sale
and Servicing Agreement. The Issuer will not, directly or indirectly, make payments to or
distributions from the Collection Account and the other Pledged Accounts except in
accordance with this Indenture and the other Basic Documents.  





-19- 









        SECTION
3.18     Notice of Events of Default and Funding Termination Events. Upon an Executive
Officer of the Issuer having knowledge thereof, the Issuer agrees to give the Trustee and
the Rating Agencies prompt written notice of each Event of Default hereunder and each
Funding Termination Event, Servicer Termination Event or other Default on the part of the
Servicer, the Seller or the Originator of its obligations under the Basic Documents.  




        SECTION
3.19     Further Instruments and Acts. Upon request of the Trustee or the Noteholders, the
Issuer will execute and deliver such further instruments and do such further acts as may
be reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.  




        SECTION
3.20     Amendments of Basic Documents. The Issuer shall not agree to any amendment to any
provision of any Basic Document to eliminate the requirements thereunder that the Trustee
or the Noteholders consent to amendments thereto as provided therein.  




        SECTION
3.21     Income Tax Characterization. For purposes of federal income tax, state and local
income tax, franchise tax and any other income taxes, the Issuer and the Noteholders will
treat the Notes as indebtedness and hereby instruct the Trustee to treat the Notes as
indebtedness for all such tax reporting purposes.  




        SECTION
3.22     Separate Existence of the Issuer. During the term of the Indenture, the Issuer shall
observe the applicable legal requirements for the recognition of the Issuer as a legal
entity separate and apart from its Affiliates, including as follows:  




	 	        (i)              the
Issuer shall maintain business records and books of account separate from           those
of its Affiliates;  







	 	        (ii)              except
as otherwise provided in the Basic Documents, the Issuer shall not           commingle
its assets and funds with those of its Affiliates;  







	 	        (iii)              the
Issuer shall at all times hold itself out to the public under the           Issuer’s
own name as a legal entity separate and distinct from its           Affiliates; and  







	 	        (iv)              all
transactions and dealings between the Issuer and its Affiliates will be
          conducted on an arm’s-length basis.  







        SECTION
3.23     Amendment of Issuer’s Organizational Documents. The Issuer shall not amend its
organizational documents except in accordance with the provisions thereof and with the
prior written consent of the Holders of at least a majority of the Outstanding Amount of
the Notes which consent shall not be unreasonably withheld or delayed. The Issuer’s
legal name is as set forth in the first paragraph of this Indenture and its
organizational identification number is 3904267.  




-20- 










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




        SECTION
3.25     Rule 144A Information. At any time when the Issuer is not subject to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, upon the request of a
Noteholder, the Issuer shall promptly furnish to such Noteholder or to a prospective
purchaser of the Note designated by a Noteholder, as the case may be, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (“Rule
144A Information”) in order to permit compliance by such Noteholder with Rule 144A
in connection with the resale of a Note by such Noteholder; provided, however, that the
Issuer shall not be required to furnish Rule 144A Information in connection with any
request made on or after the date which is three years from the later of (i) the date
such Note (or any predecessor Note) was acquired from the Issuer or (ii) the date such
Note (or any predecessor Note) was last acquired from an “affiliate” of the
Issuer within the meaning of Rule 144 under the Securities Act; and provided further that
the Issuer shall not be required to furnish such information at any time to a prospective
purchaser located outside of the United States who is not a “United States Person” within
the meaning of Regulation S under the Securities Act if such Note may then be sold to
such prospective purchaser in accordance with Rule 904 under the Securities Act (or any
successor provision thereto).  




        SECTION
3.26     Change of Control. Gehl Company will and shall at all times be, directly or
indirectly, the legal and beneficial owner of all of the issued and outstanding
membership interests of the Issuer.  




ARTICLE IV  



SATISFACTION AND
DISCHARGE 



        SECTION
4.1     Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further
effect with respect to the Notes except as to the rights and immunities of the Trustee
hereunder (including the rights of the Trustee under Section 6.7) and the
obligations of the Trustee under Section 4.2 and the rights of the Noteholders as
beneficiary hereof with respect to the property so deposited with the Trustee payable to
it, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to
the Notes, when:  




        (a)              the
Notes theretofore authenticated and delivered (other than (i) Notes that           have
been destroyed, lost or stolen and that have been replaced or paid as           provided
in Section 2.6 and (ii) Notes for whose payment money has theretofore           been
deposited in trust or segregated and held in trust by the Issuer and           thereafter
repaid to the Issuer or discharged from such trust, as provided in           Section 3.3)
has been delivered to the Trustee for cancellation;  




        (b)              the
Issuer has paid or caused to be paid all Secured Obligations; and  




        (c)              the
Issuer has delivered to the Trustee and the Noteholders an Officer’s
          Certificate meeting the applicable requirements of Section 11.1(a) and
          stating that all conditions precedent herein provided for relating to the
          satisfaction and discharge of this Indenture have been complied with.  




-21- 










        SECTION
4.2     Application of Trust Money. All moneys deposited with the Trustee pursuant to Section
4.1 or Section 4.3hereof shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or
through the Note Paying Agent, as the Trustee may determine, to the Noteholders for the
payment or redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such moneys need not
be segregated from other funds except to the extent required herein, in the Sale and
Servicing Agreement or in the other Basic Documents or required by law. Any funds
remaining with the Trustee or on deposit in the Pledged Accounts shall be remitted to the
Issuer upon satisfaction by the Issuer of its obligations hereunder and under the Basic
Documents, including without limitation, those under Section 4.1(c).  




        SECTION
4.3     Repayment of Moneys Held by Note Paying Agent. In connection with the satisfaction
and discharge of this Indenture with respect to the Notes, all moneys then held by the
Note Paying Agent other than the Trustee under the provisions of this Indenture with
respect to the Notes shall, upon demand of the Issuer, be remitted to the Trustee to be
held and applied according to Section 4.2 and thereupon the Note Paying Agent
shall be released from all further liability with respect to such moneys.  




ARTICLE V  



REMEDIES 



        SECTION
5.1     Events of Default.  




        (a)              “Event
of Default”, wherever used herein, means any one of the           following
events (whatever the reason for such Event of Default and whether it           shall be
voluntary or involuntary or be effected by operation of law or pursuant           to any
judgment, decree or order of any court or any order, rule or regulation           of any
administrative or governmental body):  




	 	        (i)              default
in the payment of any interest on any Note or any other amount (except
          principal) due with respect to any Note when the same becomes due and payable
(a           payment on the Notes funded from amounts on deposit in the Reserve Account
shall           be deemed to be a payment made by the Issuer), which default continues
for a           period of two (2) days;  







	 	        (ii)              default
in the payment of the principal of or any installment of the principal           of any
Note when the same becomes due and payable (a payment on the Notes funded           from
amounts on deposit in the Reserve Account shall be deemed to be a payment           made
by the Issuer);  








-22- 









	 	        (iii)              default
in the observance or performance of any material covenant or agreement           of the
Issuer, the Seller, the Originator or the Servicer (so long as the           Servicer is
the Originator or an Affiliate thereof) made in any Basic Document           (other than
a covenant or agreement, a default in the observance or performance           of which is
elsewhere in this Section specifically dealt with and other than the           failure by
the Seller, the Originator or the Servicer (so long as the Servicer           is the
Originator or an Affiliate thereof), as applicable, to repurchase any
          Receivable in accordance with the terms of the Sale and Servicing Agreement or
          the Purchase and Sale Agreement, as the case may be), or any representation or
          warranty of the Issuer, the Seller, the Originator or the Servicer (so long as
          the Servicer is the Originator or an Affiliate thereof) made in any Basic
          Document or in any certificate or other writing delivered pursuant to any Basic
          Document or in connection therewith (including any Servicer’s Certificate
          or any Borrowing Base Certificate) proving to have been incorrect in any
          material respect as of the time when the same shall have been made or deemed to
          have been made, and such default shall continue or not be cured within 30 days
          from written notice by the Trustee or the Holders of at least 25% of the
          Outstanding Amount of the Notes to the Issuer, the Seller, the Originator or
the           Servicer, as the case may be, or the circumstance or condition in respect
of           which such misrepresentation or warranty was incorrect shall not have been
          eliminated or otherwise cured within 30 days from written notice by the Trustee
          or the Holders of at least 25% of the Outstanding Amount of the Notes to the
          Issuer, the Seller, the Originator or the Servicer, as the case may be;
provided           that no breach shall be deemed to occur hereunder in respect of any
          representation or warranty relating to eligibility of any Receivable on the
          Closing Date or any related Funding Date to the extent the Seller and the
          Originator, as applicable, have repurchased such Receivable in accordance with
          the provisions of the Sale and Servicing Agreement and the Purchase and Sale
          Agreement, as applicable;  







	 	        (iv)              the
failure by the Seller, the Originator or the Servicer (so long as the           Servicer
is the Originator or an Affiliate thereof) to repurchase any Receivable           in
accordance with the terms of the Sale and Servicing Agreement or the Purchase
          and Sale Agreement, as the case may be;  







	 	        (v)              an
Insolvency Event with respect to the Issuer, the Seller, the Originator or           the
Servicer (so long as the Servicer is the Originator or an Affiliate thereof)
          shall have occurred;  







	 	        (vi)              a
Borrowing Base Deficiency shall exist and not be cured within two (2) Business
          Days;  







	 	        (vii)              the
Internal Revenue Service shall file notice of a Lien pursuant to Section           6323
of the Code with regard to any assets of the Issuer or any material portion           of
the assets of the Seller or the Originator and such Lien shall not have been
          released within 30 days, or the Pension Benefit Guaranty Corporation shall file
          notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the
          assets of the Issuer or the Seller or the Originator and such Lien shall not
          have been released within 30 days;  







	 	        (viii)              (a)
any Basic Document or any Lien granted thereunder by the Issuer, the           Originator
or the Seller shall (except in accordance with its terms or except as           expressly
permitted by the Basic Documents), in whole or in part, terminate,           cease to be
effective or cease to be the legally valid, binding and enforceable           obligation
of the Issuer, the Originator or the Seller; or (b) the Issuer, the           Originator
or the Seller or any other party shall, directly or indirectly,           contest in any
manner such effectiveness, validity, binding nature or           enforceability of any
Basic Document; or (c) except as expressly permitted by           the Basic Documents,
any Lien securing the payment of the Notes shall, in whole           or in part, not be
or cease to be a perfected first priority security interest           against the Issuer;  









-23- 









	 	        (ix)              a
Servicer Termination Event shall have occurred;  







	 	        (x)              the
Issuer or the Seller shall fail to pay any principal of or premium or           interest
on any indebtedness having a principal amount of $250,000 or greater,           or the
Originator shall fail to pay any principal of or premium or interest on           any
indebtedness for borrowed money having a principal amount of $1,000,000 or
          greater, in each case, when the same becomes due and payable (whether by
          scheduled maturity, required prepayment, acceleration, demand or otherwise) and
          such failure shall continue after the applicable grace period, if any,
specified           in the agreement or instrument relating to such indebtedness; or any
other           default under any agreement or instrument relating to any such
indebtedness of           the Issuer, the Seller or the Originator, as applicable, or any
other event,           shall occur and shall continue after the applicable grace period,
if any,           specified in such agreement or instrument if the effect of such default
or event           is to accelerate, or to permit the acceleration of, the maturity of
such           indebtedness; or any such indebtedness shall be declared to be due and
payable           or required to be prepaid (other than by a regularly scheduled required
          prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem,
          purchase or defease such indebtedness shall be required to be made, in each
          case, prior to the stated maturity thereof;  







	 	        (xi)              a
notice of termination with respect to the Lockbox Agreement shall have been
          delivered, or a termination of the Lockbox Agreement shall have otherwise
          occurred, and a replacement Lockbox Bank acceptable to the Noteholders shall
not           have executed a Lockbox Agreement in form and substance satisfactory to the
          Noteholders within 30 days of such notice or termination;  







	 	        (xii)              a
Change of Control or a Material Adverse Change shall have occurred with           respect
to the Issuer, the Originator or the Seller, as applicable;  







	 	        (xiii)              the
Issuer shall become an investment company required to be registered under           the
Investment Company Act;  







	 	        (xiv)              any
final judgment or ruling shall have been rendered against, or any settlement
          entered into by, the Originator or any subsidiary thereof, excluding the
Issuer,           which judgment, ruling or settlement exceeds, in the aggregate,
$1,000,000 or           any final judgment or ruling shall have been rendered against the
Issuer;           provided, in either case, that such final judgment, ruling or
settlement shall           have remained unpaid, and enforcement thereof shall have
remained unstayed and           unbonded, for a period in excess of 60 days from the date
of entry of such           judgment or ruling or the date of effectiveness of such
settlement;  







	 	        (xv)              the
Notes shall cease to be rated at least Baa3 by Moody’s; or  







-24- 










	 	        (xvi)              any
Hedge Agreement shall fail to be in full force and effect in accordance with
          the Basic Documents.  







        (b)              The
Issuer shall deliver to the Trustee, within five (5) Business Days after an
          Executive Officer of the Issuer obtaining knowledge of the occurrence thereof,
          written notice in the form of an Officer’s Certificate of any Event of
          Default which has occurred or any event which either with the giving of notice
          or the lapse of time, or both, would become an Event of Default under clauses
          (iii) through (xvi), its status and what action the Issuer is taking
          or proposes to take with respect thereto.  




        SECTION
5.2     Rights Upon Event of Default. If an Event of Default shall have occurred and be
continuing, the Trustee or Holders of at least a majority of the Outstanding Amount of
the Notes may declare the Notes to be immediately due and payable at par, together with
accrued interest thereon. If an Event of Default pursuant to Section 5.1(a)(v) hereof
has occurred and is continuing, the Notes shall become immediately due and payable. In
addition, if an Event of Default shall have occurred and be continuing, the Noteholders
may exercise any of the remedies specified in Section 5.4.  




        At
any time after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article V provided, the Holders of at least a majority of the
Outstanding Amount of the Notes may, by written notice to the Issuer and the Trustee,
rescind and annul such declaration and its consequences if the Issuer has paid or
deposited with the Trustee a sum sufficient to pay: 



	 	        (i)              all
payments of principal of and interest on the Notes and all other amounts           that
would then be due hereunder or upon the Note if the Event of Default giving
          rise to such acceleration had not occurred; and  







	 	        (ii)              all
sums paid or advanced by the Trustee hereunder and the reasonable           compensation,
expenses, disbursements and advances of the Trustee and its agents           and counsel;
and  







	 	        (iii)              all
Events of Default, other than the nonpayment of the principal of the Notes           that
has become due solely by such acceleration, have been cured or waived as
          provided in Section 5.13.  







        No
such rescission shall affect any subsequent default or impair any right consequent
thereto. 



        SECTION
5.3     Collection of Indebtedness and Suits for Enforcement by Trustee.  




        (a)              The
Issuer covenants that if an Event of Default described in Section           5.1(a)(i) or
(a)(ii) occurs and is continuing, the Issuer will, upon           demand of the
Trustee, pay to it, for the benefit of the Noteholders, the           outstanding
principal amount of and interest on the Notes, with interest upon           the overdue
principal, and, to the extent payment at such rate of interest shall           be legally
enforceable, upon overdue installments of interest, at the Note           Interest Rate
and in addition thereto such further amount as shall be sufficient           to cover the
costs and expenses of collection, including the reasonable           compensation,
expenses, disbursements and advances of the Trustee and its agents           and counsel.  




-25- 










        (b)              If
an Event of Default occurs and is continuing, the Trustee may, subject to the
          prior written consent of the Noteholders, and shall, at the written direction
of           the Noteholders, proceed to protect and enforce its rights and the rights of
the           Noteholders by such appropriate Proceedings as the Trustee or the
Noteholders           shall deem most effective to protect and enforce any such rights,
whether for           the specific enforcement of any covenant or agreement in this
Indenture or in           aid of the exercise of any power granted herein, or to enforce
any other proper           remedy or legal or equitable right vested in the Trustee by
this Indenture or by           law.  




        (c)              In
case there shall be pending, relative to the Issuer or any other obligor upon
          the Note or any Person having or claiming an ownership interest in the Trust
          Estate, proceedings under Title 11 of the United States Code or any other
          applicable Federal or state bankruptcy, insolvency or other similar law, or in
          case a receiver, assignee or trustee in bankruptcy or reorganization,
          liquidator, sequestrator or similar official shall have been appointed for or
          taken possession of the Issuer or its property or such other obligor or Person,
          or in case of any other comparable judicial proceedings relative to the Issuer
          or other obligor upon the Notes, or to the creditors or property of the Issuer
          or such other obligor, the Trustee, irrespective of whether the principal of
the           Notes shall then be due and payable as therein expressed or by declaration
or           otherwise and irrespective of whether the Trustee shall have made any demand
          pursuant to the provisions of this Section, shall be entitled and empowered, by
          intervention in such Proceedings or otherwise:  




	 	        (i)              to
file and prove a claim or claims for the whole amount of principal and           interest
owing and unpaid in respect of the Notes and to file such other papers           or
documents as may be necessary or advisable in order to have the claims of the
          Trustee (including any claim for reasonable compensation to the Trustee and
each           predecessor Trustee, and their respective agents, attorneys and counsel,
and for           reimbursement of all expenses and liabilities incurred, and all
advances made,           by the Trustee and each predecessor Trustee, except as a result
of gross           negligence, bad faith or willful misconduct) and of the Noteholders
allowed in           such Proceedings;  







	 	        (ii)              unless
prohibited by applicable law and regulations, to vote on behalf of the
          Noteholders in any election of a trustee, a standby trustee or person
performing           similar functions in any such proceedings;  







	 	        (iii)              to
collect and receive any moneys or other property payable or deliverable on           any
such claims and to distribute all amounts received with respect to the           claims
of the Noteholders and of the Trustee on their behalf; and  







	 	        (iv)              to
file such proofs of claim and other papers or documents as may be necessary           or
advisable in order to have the claims of the Trustee or the Noteholders           allowed
in any judicial proceedings relative to the Issuer, its creditors and           its
property;  







and any trustee, receiver,
liquidator, custodian or other similar official in any such proceeding is hereby
authorized by the Noteholders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to the Noteholders, to pay to the
Trustee such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of gross negligence or bad faith. 




-26- 









        (d)              Nothing
herein contained shall be deemed to authorize the Trustee to authorize           or
consent to or vote for or accept or adopt on behalf of the Noteholders any           plan
of reorganization, arrangement, adjustment or composition affecting the           Notes
or the rights of the Noteholders or to authorize the Trustee to vote in           respect
of the claim of the Noteholders in any such proceeding except, as           aforesaid, to
vote for the election of a trustee in bankruptcy or similar           person.  




        (e)              All
rights of action and of asserting claims under this Indenture or under the
          Notes, may be enforced by the Trustee without the possession of the Notes or
the           production thereof in any trial or other Proceedings relative thereto, and
any           such action or Proceedings instituted by the Trustee shall be brought in
its own           name as trustee of an express trust, and any recovery of judgment,
subject to           the payment of the expenses, disbursements and compensation of the
Trustee, each           predecessor Trustee and their respective agents and attorneys,
shall be for the           benefit of the Noteholders.  




        (f)              In
any Proceedings brought by the Trustee (and also any proceedings involving           the
interpretation of any provision of this Indenture or any other Basic           Document),
the Trustee shall be held to represent the Noteholders, and it shall           not be
necessary to make the Noteholders a party to any such Proceedings.  




        SECTION
5.4     Remedies. If an Event of Default shall have occurred and be continuing, the Holders
of at least a majority of the Outstanding Amount of the Notes may do one or more of the
following (subject to Sections 5.5 and 6.2(e)):  




	 	        (i)              institute
or direct the Trustee in writing to institute Proceedings in its own           name and
as trustee of an express trust for the collection of all amounts then           payable
on the Notes or under this Indenture with respect thereto, whether by
          declaration or otherwise, enforce any judgment obtained, and collect from the
          Issuer and any other obligor upon the Notes moneys adjudged due;  







	 	        (ii)              institute
or direct the Trustee in writing to institute Proceedings from time to           time for
the complete or partial foreclosure of this Indenture with respect to           the Trust
Estate;  







	 	        (iii)              exercise
or direct the Trustee in writing to exercise any remedies of a secured           party
under the UCC and take any other appropriate action to protect and enforce           the
rights and remedies of the Trustee and the Issuer Secured Parties; and  








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	 	        (iv)              sell
or direct the Trustee in writing to sell the Trust Estate or any portion
          thereof or rights or interest therein, at one or more public or private sales
          (including, without limitation, the sale of the Collateral in connection with a
          securitization thereof) called and conducted in any manner permitted by law; provided, however,
that the Trustee may not sell or otherwise           liquidate the Trust Estate following
an Event of Default, other than an Event of           Default described in Section 5.1(i)
or (ii), unless (A) the Holders of 100% of           the Outstanding Amount of the Notes
consent thereto, (B) the proceeds of such           sale or liquidation distributable to
the Noteholders are sufficient to discharge           in full all amounts then due and
unpaid upon such Notes for principal and           interest or (C) it is determined that
the Trust Estate will not continue to           provide sufficient funds for the payment
of principal of and interest on the           Notes as they would have become due if the
Notes had not been declared due and           payable, and the Trustee obtains the
consent of Holders of 66-2/3% of the           Outstanding Amount of the Notes. In
determining such sufficiency or           insufficiency with respect to clause (B) and
(C), the Trustee may, but need not,           obtain and conclusively rely upon an
opinion of an Independent investment           banking or accounting firm of national
reputation as to the feasibility of such           proposed action and as to the
sufficiency of the Trust Estate for such purpose.  







        SECTION
5.5     Optional Preservation of the Receivables. If the Notes have been declared to be due
and payable under Section 5.2 following an Event of Default and such declaration
and its consequences have not been rescinded and annulled, the Trustee may, but need not,
elect to maintain possession of the Trust Estate. It is the desire of the parties hereto
and the Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Trustee shall take such desire into
account when determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, the Trustee may, but need
not, obtain and conclusively rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed action and
as to the sufficiency of the Trust Estate for such purpose.  




        SECTION
5.6     Priorities.  




        (a)              Following
the acceleration of the Notes pursuant to Section 5.2, the           Available
Funds, together with any other amounts on deposit in the Pledged           Accounts,
including any money or property collected pursuant to Section           5.4 of
this Indenture shall be applied by the Trustee on the related Payment           Date in
the order of priority specified in Section 5.6 of the Sale and Servicing
          Agreement.  




        (b)              The
Trustee may fix a record date and Payment Date for any payment to           Noteholders
pursuant to this Section. At least 15 days before such record date           the Issuer
shall mail to the Noteholders and the Trustee a notice that states           such record
date, the Payment Date and the amount to be paid.  




        SECTION
5.7     Limitation of Suits. No Holder of a Note shall have any right to institute any
Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:  




	 	        (i)              such
Holder has previously given written notice to the Trustee of a continuing           Event
of Default;  








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	 	        (ii)              the
Holders of not less than 25% of the Outstanding Amount of the Notes have           made a
written request to the Trustee to institute such Proceeding in respect of           such
Event of Default in its own name as Trustee hereunder;  







	 	        (iii)              such
Holder or Holders have offered to the Trustee indemnity satisfactory to it
          against the costs, expenses and liabilities to be incurred in complying with
          such request;  







	 	        (iv)              the
Trustee for 60 days after its receipt of such notice, request and offer of
          indemnity has failed to institute such Proceedings; and  







	 	        (v)              no
direction inconsistent with such written request has been given to the           Trustee
during such 60-day period by the Holders of at least a majority of the
          Outstanding Amount of the Notes; it being understood and intended that no
Holder           of a Note shall have any right in any manner whatever by virtue of, or
by           availing of, any provision of this Indenture to affect, disturb or prejudice
the           rights of any other Holder of a Note or to obtain or to seek to obtain
priority           or preference over any other Holder or to enforce any right under this
          Indenture, except in the manner herein provided and it being understood that if
          the Notes are held solely by the initial Holder or an Affiliate thereof, such
          initial Holder or Affiliate may directly institute any Proceeding, judicial or
          otherwise, with respect to this Indenture, or for the appointment of a receiver
          or trustee, or for any other remedy.  







        SECTION
5.8     Unconditional Rights of the Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions of this Indenture, the Noteholders shall have the
right, which is absolute and unconditional, to receive payment of the principal of and
interest, if any, on the Notes on or after the respective due dates thereof expressed in
the Notes or in this Indenture and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of the Noteholders.  




        SECTION
5.9     Restoration of Rights and Remedies. If the Trustee or the Noteholders have instituted
any Proceeding to enforce any right or remedy under this Indenture and such Proceeding
has been discontinued or abandoned for any reason or has been determined adversely to the
Trustee or to the Noteholders, then and in every such case the Issuer, the Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.  




        SECTION
5.10     Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved
to the Noteholders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.  




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        SECTION
5.11     Delay or Omission Not a Waiver. No delay or omission of the Noteholders to exercise
any right or remedy accruing upon any Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law to the
Trustee or to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Noteholders, as the case may be.  




        SECTION
5.12     Control by Noteholders. The Holders of a majority of the Outstanding Amount of the
Notes shall have the right to direct the time, method and place of conducting any
Proceeding for any remedy available to the Trustee with respect to the Notes or
exercising any trust or power conferred on the Trustee; provided that:  




        (a)              such
direction shall not be in conflict with any rule of law or with this           Indenture;  




        (b)              subject
to the express terms of Section 5.4, any direction to the Trustee to           sell or
liquidate the Trust Estate shall be by the Holders of Notes representing           not
less than 100% of the Outstanding Amount of the Notes;  




        (c)              if
the conditions set forth in Section 5.5 have been satisfied and the Trustee
          elects to retain the Trust Estate pursuant to such Section, then any direction
          to the Trustee by Holders of Notes representing less than 100% of the
          Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be
          of no force and effect; and  




        (d)              the
Trustee may take any other action deemed proper by the Trustee that is not
          inconsistent with such direction;  




        provided,
however, that, subject to Section 6.1, the Trustee need not take any action that it
determines might involve it in liability or might materially adversely affect the rights
of any Noteholders not consenting to such action. 



        SECTION
5.13     Waiver of Past Defaults. Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.2, the Holders of not less than a majority
of the Outstanding Amount of the Notes may waive any past Default or Event of Default and
its consequences except a Default (a) in payment of principal of or interest on any of
the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each Note. In the case of any such waiver,
the Issuer, the Trustee and the Noteholders shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.  




        Upon
any such waiver, such Default or Event of Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising therefrom shall
be deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto. 



        SECTION
5.14     Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by
its acceptance of a Note shall also be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to (a) any suit
instituted by the Trustee, (b) any suit instituted by the Noteholders holding in the
aggregate more than 10% of the Invested Amount of the Notes or (c) any suit instituted by
the Noteholders for the enforcement of the payment of principal of or interest on the
Notes on or after the respective due dates expressed in the Notes and in this Indenture.  




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        SECTION
5.15     Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power and any right of the Issuer
to take such action shall be suspended.  




        SECTION
5.16     Sale of Trust Estate.  




        (a)              To
the extent permitted by applicable law, the Trustee shall not in any private
          sale sell to a third party the Trust Estate, or any portion thereof unless,  




	 	        (i)              the
Noteholders consents to or directs the Trustee in writing to make such   sale; or 







	 	        (ii)              the
proceeds of such sale would be not less than the sum of all amounts due on           the
entire unpaid principal amount of the Notes and interest due or to become           due
thereon in accordance with Section 5.6 hereof on the Payment Date next
          succeeding the date of such sale.  







        (b)              For
any public sale of the Trust Estate, the Trustee shall have provided the
          Noteholders with notice of such sale at least two weeks in advance of such sale
          which notice shall specify the date, time and location of such sale.  




        (c)              In
connection with a sale of all or any portion of the Trust Estate:  




	 	        (i)              the
Noteholders may bid for and purchase the property offered for sale, and may
          hold, retain, possess and dispose of such property, and the Noteholders may, in
          paying the purchase money therefor, deliver in lieu of cash any Outstanding
Note           or claims for interest thereon for credit in the amount that shall, upon
          distribution of the net proceeds of such sale, be payable thereon, and the
          Notes, in case the amounts so payable thereon shall be less than the amount due
          thereon, shall be returned to the Noteholders after being appropriately stamped
          to show such partial payment;  







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	 	        (ii)              the
Trustee shall execute and deliver an appropriate instrument of conveyance
          transferring its interest in any portion of the Trust Estate in connection with
          a sale thereof; and  







	 	        (iii)              the
Trustee is hereby irrevocably appointed the agent and attorney-in-fact of           the
Issuer to transfer and convey its interest in any portion of the Trust           Estate
in connection with a sale thereof, and to take all action necessary to           effect
such sale.  







        (d)              The
method, manner, time, place and terms of any sale of all or any portion of           the
Trust Estate shall be commercially reasonable.  




        SECTION
5.17     Performance and Enforcement of Certain Obligations.  




        (a)              Promptly
following a request from the Trustee or the Holders of at least a           majority of
the Outstanding Amount of the Notes to do so, the Issuer shall take           all such
lawful action as the Trustee or the Noteholders may request to enable           the
Issuer to enforce its rights in respect of the performance and observance by
          the Seller, the Originator and the Servicer, as applicable, of each of their
          obligations to the Issuer under or in connection with the Basic Documents in
          accordance with the terms thereof, and to exercise any and all rights,
remedies,           powers and privileges lawfully available to the Issuer under or in
connection           with the Basic Documents to the extent and in the manner directed by
the Trustee           or the Noteholders, including the transmission of notices of
default on the part           of the Seller, the Originator or the Servicer thereunder
and the institution of           Proceedings to compel or secure performance by the
Seller, the Originator or the           Servicer of each of their obligations under the
Basic Documents.  




        (b)              If
an Event of Default has occurred and is continuing, the Trustee shall,           subject
to Section 6.2(e) and at the written direction of the Holders of           at
least a majority of the Outstanding Amount of the Notes, exercise all rights,
          remedies, powers, privileges and claims of the Issuer against the Seller, the
          Originator or the Servicer under or in connection with the Basic Documents,
          including the right or power to take any action to compel or secure performance
          or observance by the Seller, the Originator or the Servicer of each of their
          obligations to the Issuer thereunder and to give any consent, request, notice,
          direction, approval, extension or waiver under the Basic Documents, and any
          right of the Issuer to take such action shall be suspended.  




ARTICLE VI  



THE TRUSTEE 



        SECTION
6.1     Duties of Trustee.  




        (a)              If
an Event of Default has occurred and is continuing, the Trustee shall           exercise
the rights and powers vested in it by this Indenture and the other           Basic
Documents and use the same degree of care and skill in their exercise as a
          prudent person would exercise or use under the circumstances in the conduct of
          such person’s own affairs.  




        (b)              Except
during the continuance of an Event of Default:  





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	 	        (i)              the
Trustee undertakes to perform such duties and only such duties as are
          specifically set forth in this Indenture and each of the other Basic Documents
          to which it is a party and no implied covenants or obligations shall be read
          into this Indenture against the Trustee; and  







	 	        (ii)              in
the absence of bad faith on its part, the Trustee may conclusively rely, as           to
the truth of the statements and the correctness of the opinions expressed
          therein, upon certificates or opinions furnished to the Trustee and conforming
          to the requirements of this Indenture; however, the Trustee shall examine the
          certificates and opinions to determine whether or not they conform on their
face           to the requirements of this Indenture.  







        (c)              The
Trustee may not be relieved from liability for its own grossly negligent
          action, its own grossly negligent failure to act or its own willful misconduct,
          except that:  




	 	        (i)              this
paragraph does not limit the effect of paragraph (b) of this Section;  







	 	        (ii)              the
Trustee shall not be liable for any error of judgment made in good faith by           a
Responsible Officer unless it is proved that the Trustee was grossly negligent
          in ascertaining the pertinent facts; and  







	 	        (iii)              the
Trustee shall not be liable with respect to any action it takes or omits to
          take in good faith in accordance with a direction received by it hereunder.  







        (d)              The
Trustee shall not be liable for interest on any money received by it.  




        (e)              Money
held in trust by the Trustee need not be segregated from other funds           except to
the extent required by law or the terms of this Indenture or the Sale           and
Servicing Agreement.  




        (f)              No
provision of this Indenture shall require the Trustee to expend or risk its           own
funds or otherwise incur liability, financial or otherwise, in the           performance
of any of its duties hereunder or in the exercise of any of its           rights or
powers, if it shall have reasonable grounds to believe that repayment           of such
funds or indemnity satisfactory to it against such risk or liability is           not
reasonably assured to it.  




        (g)              Every
provision of this Indenture relating to the conduct or affecting the           liability
of or affording protection to the Trustee shall be subject to the           provisions of
this Section.  




        (h)              The
Trustee shall permit, upon its receipt of prior written notice, any
          representative of the Noteholders, during the Trustee’s normal business
          hours, to examine all books of account, records, reports and other papers of
the           Trustee relating to the Note, to make copies and extracts therefrom and to
          discuss the Trustee’s affairs and actions, as such affairs and actions
          relate to the Trustee’s duties with respect to the Note, with the
          Trustee’s officers and employees responsible for carrying out the
          Trustee’s duties with respect to the Note.  




        (i)              The
Trustee shall, and hereby agrees that it will, perform all of the           obligations
and duties required of it under the Sale and Servicing Agreement.  




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        (j)              Except
for actions expressly authorized by this Indenture, the Trustee shall           take no
action reasonably likely to impair the security interests created or           existing
under any Receivable or Financed Equipment or to impair the value of           any
Receivable or Financed Equipment.  




        SECTION
6.2     Rights of Trustee. Subject to Section 6.1 and this Section 6.2, the Trustee shall be
fully protected and shall incur no liability to the Issuer or the Noteholders in relying
upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of
any notice, demand, certificate, signature, instrument or other document reasonably
believed by the Trustee to be genuine and to have been duly executed by the appropriate
signatory.  




        (a)              Before
the Trustee acts or refrains from acting, it may require an           Officer’s
Certificate and/or an Opinion of Counsel. Subject to Section           6.1(b), the
Trustee shall not be liable for any action it takes or omits to           take in good
faith in reliance on the Officer’s Certificate and/or an           Opinion of
Counsel.  




        (b)              The
Trustee may execute any of the trusts or powers hereunder or perform any           duties
hereunder either directly or by or through agents or attorneys or a           custodian
or nominee, and the Trustee shall not be responsible for any           misconduct or
negligence on the part of, or for the supervision of the Servicer,           the Backup
Servicer or any other such agent, attorney, custodian or nominee           appointed with
due care by it hereunder.  




        (c)              The
Trustee shall not be liable for any action it takes or omits to take in good
          faith which it believes to be authorized or within its rights or powers;
          provided, however, that the Trustee’s conduct does not constitute willful
          misconduct, gross negligence or bad faith.  




        (d)              The
Trustee may consult with counsel, and the advice or opinion of counsel with
          respect to legal matters relating to this Indenture and the Notes shall be full
          and complete authorization and protection from liability in respect to any
          action taken, omitted or suffered by it hereunder in good faith and in
          accordance with the advice or opinion of such counsel.  




        (e)              The
Trustee shall be under no obligation to institute, conduct or defend any
          litigation under this Indenture or in relation to this Indenture, at the
          request, order or direction of the Noteholders, pursuant to the provisions of
          this Indenture, unless the Noteholders shall have offered to the Trustee
          security or indemnity satisfactory to it against the costs, expenses and
          liabilities that may be incurred therein or thereby.  




        (f)              The
Trustee shall not be bound to make any investigation into the facts or           matters
stated in any resolution, certificate, statement, instrument, opinion,           report,
notice, request, consent, order, approval, bond or other paper or           document,
unless requested in writing to do so by the Noteholders; provided,           however,
that if the payment within a reasonable time to the Trustee of the           costs,
expenses or liabilities likely to be incurred by it in the making of such
          investigation is, in the opinion of the Trustee, not reasonably assured to the
          Trustee by the security afforded to it by the terms of this Indenture or the
          Sale and Servicing Agreement, the Trustee may require indemnity satisfactory to
          it against such cost, expense or liability as a condition to so proceeding; the
          reasonable expense of every such examination shall be paid by the Person making
          such request, or, if paid by the Trustee, shall be reimbursed by the Person
          making such request upon demand.  





-34- 









        (g)              Except
as expressly provided in the Basic Documents in respect of written           standing
investment or reinvestment instructions, the Trustee shall have no           obligation
to invest and reinvest any cash held by it in the absence of timely           and
specific written investment direction from the Issuer or the Servicer. In no
          event shall the Trustee be liable for investment losses incurred in respect of
          any Pledged Account. The Trustee shall have no liability in respect of losses
          incurred as a result of the liquidation of any investment prior to its stated
          maturity or the failure of the Issuer to provide timely written investment
          directions.  




        (h)              Anything
in this Indenture to the contrary notwithstanding, in no event shall           the
Trustee be liable for special, indirect or consequential loss or damage of           any
kind whatsoever (including but not limited to lost profits), even if the
          Trustee has been advised of the likelihood of such loss or damage and
regardless           of the form of action.  




        SECTION
6.3     Individual Rights of Trustee. The Trustee in its individual or any other capacity may
become the owner or pledgee of the Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Trustee. Any Note Paying
Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Trustee must comply with Section 6.11.  




        SECTION
6.4     Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity, sufficiency or adequacy of this Indenture, the Trust
Estate, the Collateral or the Notes, it shall not be accountable for the Issuer’s
use of the proceeds from the Notes, and it shall not be responsible for any statement of
the Issuer in the Indenture or in any document issued in connection with the sale of the
Notes or in the Notes other than the Trustee’s certificate of authentication.  




        SECTION
6.5     Notice of Defaults. If an Event of Default occurs and is continuing and if it is
either known by, or written notice of the existence thereof has been delivered to, a
Responsible Officer of the Trustee, the Trustee shall mail to the Noteholders notice of
the Event of Default within three (3) Business Days after such knowledge or notice
occurs. Except in the case of a Event of Default in payment of principal of or interest
on the Notes (including payments pursuant to the mandatory redemption provisions of the
Notes, if any), the Trustee may withhold the notice if and so long as a Responsible
Officer in good faith determines that withholding the notice is in the interests of the
Noteholders.  




        SECTION
6.6     Reports by Trustee to the Noteholders, etc. The Trustee shall on behalf of the Issuer
deliver to the Noteholders such information as may be reasonably requested to enable each
Holder to prepare its Federal and state income tax returns. At the request of the Issuer,
the Trustee shall deliver to the Issuer and the Originator such information as may be
reasonably requested to enable the Issuer and the Originator to prepare their respective
Federal and state income tax returns.  




        SECTION
6.7     Compensation and Indemnity.  




-35- 










        (a)              Pursuant
to and subject to the limitations of the Sale and Servicing Agreement,           the
Issuer shall pay to the Trustee from time to time compensation for its           services
in accordance with a separate fee letter between the Issuer and the           Trustee.
The Trustee’s compensation shall not be limited by any law on           compensation
of a trustee of an express trust. The Issuer shall reimburse the           Trustee,
pursuant to and subject to the limitations of the Sale and Servicing           Agreement,
for all reasonable out-of-pocket expenses incurred or made by it,           including
costs of collection, in addition to the compensation for its services.           Such
expenses shall include the reasonable compensation and expenses,           disbursements
and advances of the Trustee’s agents, counsel, accountants           and experts.
The Issuer shall or shall cause the Servicer to indemnify the           Trustee against
any and all loss, liability or expense incurred by the Trustee           without willful
misfeasance, gross negligence or bad faith on its part arising           out of or in
connection with the acceptance or the administration of this trust           and the
performance of its duties hereunder and under the other Basic Documents,
          including the costs and expenses of defending itself against any claim or
          liability in connection therewith. The Trustee shall notify the Issuer and the
          Servicer promptly of any claim for which it may seek indemnity. Failure by the
          Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer
of           its obligations hereunder or the Servicer of its obligations under Article
XII           of the Sale and Servicing Agreement. The Trustee may have separate counsel
and           the Issuer shall or shall cause the Servicer to pay the reasonable fees and
          expenses of such counsel. Neither the Issuer nor the Servicer need reimburse
any           expense or indemnify against any loss, liability or expense incurred by the
          Trustee through the Trustee’s own willful misconduct, gross negligence or
          bad faith.  




        (b)              The
Issuer’s payment obligations to the Trustee pursuant to this Section           shall
survive the discharge of this Indenture and the earlier resignation or           removal
of the Trustee. When the Trustee incurs expenses after the occurrence of           a
Default specified in Section 5.1(a)(v) with respect to the Issuer, the
          expenses are intended to constitute expenses of administration under Title 11
of           the United States Code or any other applicable Federal or state bankruptcy,
          insolvency or similar law. Notwithstanding anything else set forth in this
          Indenture or the other Basic Documents, the recourse of the Trustee hereunder
          and under the other Basic Documents shall be to the Trust Estate only and
          specifically shall not be recourse to the other assets of the Issuer or the
          assets of the Noteholders.  




        SECTION
6.8     Replacement of Trustee. The Issuer may, with the consent of the Holders of at least a
majority of the Outstanding Amount of the Notes, and shall remove the Trustee at the
request of the Holders of at least a majority of the Outstanding Amount of the Notes or
if:  




	 	        (i)              the
Trustee fails to comply with Section 6.11 or the Trustee fails to
          perform any other material covenant or agreement of the Trustee set forth in
the           Basic Documents to which the Trustee is a party and such failure continues
for           45 days after written notice of such failure from the Noteholders;  







	 	        (ii)              an
Insolvency Event with respect to the Trustee occurs; or  







	 	        (iii)              the
Trustee otherwise becomes incapable of acting.  








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        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring Trustee), the
Issuer shall promptly appoint a successor Trustee acceptable to the Noteholders. If the
Issuer fails to appoint such a successor Trustee, the Noteholders may appoint a successor
Trustee. 



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee, the Noteholders and the Issuer, whereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the retiring Trustee under this Indenture, subject to
satisfaction of the Rating Agency Condition. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee. 



        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuer or the Holders of a majority in
Outstanding Amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee. 



        Any
resignation or removal of the Trustee and appointment of a successor Trustee pursuant to
any of the provisions of this Section shall not become effective until acceptance of
appointment by the successor Trustee pursuant to Section 6.8. 



        Notwithstanding
the replacement of the Trustee pursuant to this Section, the Issuer’s and the
Servicer’s obligations under Section 6.7 shall continue for the benefit of the
retiring Trustee. 



        SECTION
6.9     Successor Trustee by Merger.  




        (a)              If
the Trustee consolidates with, merges or converts into, or transfers all or
          substantially all its corporate trust business or assets to, another
corporation           or banking association, the resulting, surviving or transferee
corporation           without any further act shall be the successor Trustee. The Trustee
shall           provide the Rating Agencies written notice of any such transaction.  




        (b)              In
case at the time such successor or successors to the Trustee by merger,
          conversion or consolidation shall succeed to the trusts created by this
          Indenture the Note shall have been authenticated but not delivered, any such
          successor to the Trustee may adopt the certificate of authentication of any
          predecessor trustee, and deliver the Note so authenticated; and in case at that
          time the Notes shall not have been authenticated, any successor to the Trustee
          may authenticate the Notes either in the name of any predecessor hereunder or
in           the name of the successor to the Trustee; and in all such cases such
          certificates shall have the full force which it is anywhere in the Notes or in
          this Indenture provided that the certificate of the Trustee shall have.  




        SECTION
6.10     Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions
of this Indenture, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Trust Estate may at the time be located, the
Trustee with the consent of the Noteholders shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the Trust
Estate, and to vest in such Person or Persons, in such capacity and for the benefit of
the Noteholders, such title to the Trust Estate, or any part thereof, and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and trusts as
the Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to the Noteholders of the appointment of any co-trustee
or separate trustee shall be required under Section 6.8 hereof.  





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        (a)              Every
separate trustee and co-trustee shall, to the extent permitted by law, be
          appointed and act subject to the following provisions and conditions:  




	 	        (i)              all
rights, powers, duties and obligations conferred or imposed upon the Trustee
          shall be conferred or imposed upon and exercised or performed by the Trustee
and           such separate trustee or co-trustee jointly (it being understood that such
          separate trustee or co-trustee is not authorized to act separately without the
          Trustee joining in such act), except to the extent that under any law of any
          jurisdiction in which any particular act or acts are to be performed the
Trustee           shall be incompetent or unqualified to perform such act or acts, in
which event           such rights, powers, duties and obligations (including the holding
of title to           the Trust or any portion thereof in any such jurisdiction) shall be
exercised           and performed singly by such separate trustee or co-trustee, but
solely at the           direction of the Trustee;  







	 	        (ii)              no
trustee hereunder shall be personally liable by reason of any act or omission
          of any other trustee hereunder, including acts or omissions of predecessor or
          successor trustees; and  







	 	        (iii)              the
Trustee may at any time accept the resignation of or remove any separate
          trustee or co-trustee.  







        (b)              Any
notice, request or other writing given to the Trustee shall be deemed to           have
been given to each of the then separate trustees and co-trustees, as
          effectively as if given to each of them. Every instrument appointing any
          separate trustee or co-trustee shall refer to this Indenture and the conditions
          of this Article VI. Each separate trustee and co-trustee, upon its acceptance
of           the trusts conferred, shall be vested with the estates or property specified
in           its instrument of appointment, either jointly with the Trustee or
separately, as           may be provided therein, subject to all the provisions of this
Indenture,           specifically including every provision of this Indenture relating to
the conduct           of, affecting the liability of, or affording protection to, the
Trustee. Every           such instrument shall be filed with the Trustee.  




        (c)              Any
separate trustee or co-trustee may at any time constitute the Trustee, its
          agent or attorney-in-fact with full power and authority, to the extent not
          prohibited by law, to do any lawful act under or in respect of this Indenture
on           its behalf and in its name. If any separate trustee or co-trustee shall die,
          dissolve, become insolvent, become incapable of acting, resign or be removed,
          all of its estates, properties, rights, remedies and trusts shall invest in and
          be exercised by the Trustee, to the extent permitted by law, without the
          appointment of a new or successor trustee.  



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        SECTION
6.11     Eligibility; Disqualification. The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report of
condition and subject to supervision or examination by federal or state authorities; and
having a rating, both with respect to long-term and short-term unsecured obligations, of
not less than investment grade by the Rating Agencies. The Trustee shall provide copies
of such reports to the Noteholders and the Issuer upon request.  




        SECTION
6.12     Appointment and Powers. Subject to the terms and conditions hereof, the Issuer and
the Noteholders hereby appoint JPMorgan Chase Bank, National Association as the Trustee
with respect to the Collateral, and JPMorgan Chase Bank, National Association hereby
accepts such appointment and agrees to act as Trustee with respect to the Collateral for
the Noteholders, to maintain custody and possession of such Collateral (except as
otherwise provided hereunder) and to perform the other duties of the Trustee in
accordance with the provisions of this Indenture and the other Basic Documents. The
Noteholders hereby authorize the Trustee to take such action on their behalf, and to
exercise such rights, remedies, powers and privileges hereunder, as the Noteholders may
direct and as are specifically authorized to be exercised by the Trustee by the terms
hereof, together with such actions, rights, remedies, powers and privileges as are
reasonably incidental thereto. The Trustee shall act upon and in compliance with the
written instructions of the Noteholders delivered pursuant to this Indenture promptly
following receipt of such written instructions; provided that the Trustee shall not act
in accordance with any instructions (i) which are not authorized by, or in violation of
the provisions of, this Indenture, (ii) which are in violation of any applicable law,
rule or regulation or (iii) for which the Trustee has requested but not received
indemnity satisfactory to it.  




        SECTION
6.13     Performance of Duties. The Trustee shall have no duties or responsibilities except
those expressly set forth in this Indenture and the other Basic Documents to which the
Trustee is a party or as directed by the Noteholders in accordance with this Indenture.
The Trustee shall not be required to take any discretionary actions hereunder except at
the written direction of the Noteholders in accordance with this Indenture and as
provided in Section 5.12. The Trustee shall, and hereby agrees that it will,
perform all of the duties and obligations required of it under the Sale and Servicing
Agreement.  




        SECTION
6.14     Representations and Warranties of the Trustee. The Trustee represents and warrants
to the Issuer and to the Noteholders as follows:  




        (a)              The
Trustee is a national banking association, duly organized, validly existing           and
in good standing under the laws of the United States and is duly authorized           and
licensed under applicable law to conduct its business as presently           conducted.  




        (b)              The
Trustee has all requisite right, power and authority to execute and deliver
          this Indenture and to perform all of its duties as Trustee hereunder.  




        (c)              The
execution and delivery by the Trustee of this Indenture and the other Basic
          Documents to which it is a party, and the performance by the Trustee of its
          duties hereunder and thereunder, have been duly authorized by all necessary
          corporate proceedings.  




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        (d)              The
Trustee has duly executed and delivered this Indenture and each other Basic
          Document to which it is a party, and each of this Indenture and each such other
          Basic Document constitutes the legal, valid and binding obligation of the
          Trustee, enforceable against the Trustee in accordance with its terms, except
as           (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization           and similar laws relating to or affecting the enforcement of
creditors’          rights generally and (ii) the availability of equitable remedies
may be limited           by equitable principles of general applicability.  




        SECTION
6.15     Waiver of Setoffs. The Trustee hereby expressly waives any and all rights of setoff
that the Trustee may otherwise at any time have under applicable law with respect to any
Pledged Account and agrees that amounts in the Pledged Accounts shall at all times be
held and applied solely in accordance with the provisions hereof.  




ARTICLE VII  



[RESERVED] 



ARTICLE VIII  



COLLECTION OF MONEY AND
RELEASES OF TRUST ESTATE 



        SECTION
8.1     Collection of Money. Except as otherwise expressly provided herein and subject to the
terms hereof, the Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent or other
intermediary, all money and other property payable to or receivable by the Trustee
pursuant to and in accordance with this Indenture and the Sale and Servicing Agreement.
The Trustee shall apply all such money received by it as provided in this Indenture and
the Sale and Servicing Agreement. Except as otherwise expressly provided in this
Indenture or in the Sale and Servicing Agreement, if any default occurs in the making of
any payment or performance under any agreement or instrument that is part of the Trust
Estate, the Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate Proceedings. Any
such action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in Article
V.  




        SECTION
8.2     Release of Trust Estate.  




        (a)              Subject
to the payment of its fees and expenses pursuant to Section 6.7,           the
Trustee may, and when required by the provisions of this Indenture shall,
          execute instruments to release property from the lien of this Indenture, in a
          manner and under circumstances that are not inconsistent with the provisions of
          this Indenture. No party relying upon an instrument executed by the Trustee as
          provided in this Article VIII shall be bound to ascertain the
          Trustee’s authority, inquire into the satisfaction of any conditions
          precedent or see to the application of any moneys.  




        (b)              The
Trustee shall, at such time as there is no Note outstanding and all sums due
          the Trustee pursuant to Section 6.7 and the other Secured Parties have
          been paid, release any remaining portion of the Trust Estate that secured the
          Note from the lien of this Indenture and release to the Issuer or any other
          Person entitled thereto any funds then on deposit in the Pledged Accounts. The
          Trustee shall release property from the lien of this Indenture pursuant to this
Section 8.2(b) only upon receipt of an Issuer Request accompanied by an
          Officer’s Certificate, a copy of each of which shall also be delivered to
          the Noteholders.  




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        SECTION
8.3     Opinion of Counsel. Unless the Trustee otherwise consents, the Trustee shall receive
at least four days’notice when requested by the Issuer to take any action pursuant
to Section 8.2(a), accompanied by copies of any instruments involved, and the
Trustee may also require as a condition to such action, an Opinion of Counsel in form and
substance satisfactory to the Trustee, stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with. Counsel rendering any
such opinion may rely, without independent investigation, on the accuracy and validity of
any certificate or other instrument delivered to the Trustee in connection with any such
action.  




ARTICLE IX  



SUPPLEMENTAL INDENTURES 



        SECTION
9.1     Supplemental Indentures Without Consent of Noteholders. With the prior written
consent of the Holders of not less than a majority of the Outstanding Amount of the Notes
and subject to the satisfaction of the Rating Agency Condition, as evidenced to the
Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any purpose; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:  




        (a)              change
the date of payment of any installment of principal of or interest on any           Note,
or reduce the principal amount thereof or the interest rate thereon,           change the
provision of this Indenture relating to the application of           collections on, or
the proceeds of the sale of, the Trust Estate to payment of           principal of or
interest on the Notes, or change any place of payment where, or           the coin or
currency in which, any Note or the interest thereon is payable, or           impair the
right to institute suit for the enforcement of the provisions of this           Indenture
requiring the application of funds available therefor, as provided in           Article
V, to the payment of any such amount due on the Notes on or after the
          respective due dates thereof;  




        (b)              reduce
the percentage of the Outstanding Amount of the Notes, the consent of the
          Holders of which is required for any such supplemental indenture, or the
consent           of the Holders of which is required for any waiver of compliance with
certain           provisions of this Indenture or certain defaults hereunder and their
          consequences provided for in this Indenture;  




        (c)              modify
or alter the exceptions to the definition of the term           “Outstanding”;  




        (d)              reduce
the percentage of the Outstanding Amount of the Notes required to direct           the
Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant           to
Section 5.4;  




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        (e)              modify
any provision of this Section except to increase any percentage specified
          herein or to provide that certain additional provisions of this Indenture or
the           Basic Documents cannot be modified or waived without the consent of the
Holder           of each Outstanding Note affected thereby;  




        (f)              modify
any of the provisions of this Indenture in such manner as to affect the
          calculation of the amount of any payment of interest or principal due on any
          Note on any Payment Date (including the calculation of any of the individual
          components of such calculation) or to affect the rights of the Holders of Notes
          to the benefit of any provisions for the mandatory redemption of the Notes
          contained herein; or  




        (g)              permit
the creation of any lien ranking prior to or on a parity with the lien of           this
Indenture with respect to any part of the Trust Estate or, except as           otherwise
permitted or contemplated in the Basic Documents, terminate the lien           of this
Indenture on any property at any time subject hereto or deprive the           Holder of
any Note of the security provided by the lien of this Indenture.  




        The
Trustee is hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be therein
contained. 



        Unless
otherwise specified by the Noteholders, it shall not be necessary for any Act of the
Noteholders under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 



        Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture pursuant
to this Section, the Trustee shall mail to the Noteholders a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture. 



        SECTION
9.2     Execution of Supplemental Indentures. In executing, or permitting the additional
trusts created by, any supplemental indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that affects the
Trustee’s own rights, duties, liabilities or immunities under this Indenture or
otherwise.  




        SECTION
9.3     Effect of Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the Trustee, the
Issuer and the Noteholders shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of
the terms and conditions of this Indenture for any and all purposes.  





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ARTICLE X  



REPAYMENT AND
PREPAYMENT OF NOTES 



        SECTION
10.1     Repayment of the Notes; Optional Prepayment of the Notes; Reductions of Maximum
Invested Amount. If the Facility Termination Date is determined in accordance with
subsection (I) of the definition thereof, the outstanding principal balance of the Notes
and all accrued and unpaid interest thereon will be amortized and shall be payable in
full by the Final Scheduled Payment Date. If the Facility Termination Date is determined
in accordance with subsection (II) of the definition thereof, such Facility Termination
Date will result in immediate acceleration of the Notes pursuant to Section 5.2 hereof.
If the Facility Termination Date is determined in accordance with subsection (III) of the
definition thereof, the outstanding principal balance of the Notes and all accrued and
unpaid interest thereon will be amortized and shall be payable in full by the third
Payment Date following the relevant anniversary of the Closing Date. The Issuer shall
notify the Trustee of the occurrence of the Facility Termination Date pursuant to
subsection (II) or (III) of the definition thereof. The Issuer may, at its option, prepay
the Invested Amount of the Notes, in whole or in part, at any time and without premium or
penalty on any Business Day (such day the “Prepayment Date”) in
accordance with Section 10.2. Simultaneous with any such prepayment, the Issuer
shall pay all accrued and unpaid interest on the Invested Amount to be prepaid. The
Issuer may, in accordance with Section 2.02 of the Note Purchase Agreement, elect to
reduce the Maximum Invested Amount. Simultaneous with the effectiveness of any such
reduction, the Issuer shall (i) prepay the Invested Amount such that, after giving effect
to such reduction, the Invested Amount does not exceed the Maximum Invested Amount as so
reduced and the Borrowing Base Deficiency is zero, and (ii) pay all accrued and unpaid
interest on the Invested Amount being prepaid.  




        SECTION
10.2     Notice of Prepayment. Notice of the prepayment of the Notes shall be given, upon the
direction of the Issuer, by the Trustee by facsimile transmission, courier or first class
mail, postage prepaid, mailed, faxed or couriered not less than five (5) days prior to
the related Prepayment Date, to the Noteholders. All notices of prepayment shall state
(i) the Prepayment Date, (ii) the Invested Amount to be prepaid, and (iii) the accrued
and unpaid interest on the Invested Amount to be prepaid. Failure to give notice of
prepayment, or any defect therein, to the Noteholders shall not impair or affect the
validity of such prepayment.  




        SECTION
10.3     General Procedures. The Invested Amount of the Notes shall not be considered reduced
by any allocation, setting aside or distribution of any portion of the Available Funds
unless such Available Funds shall have been actually paid to the Noteholders. The
Invested Amount of the Notes shall not be considered repaid by any distribution of any
portion of the Available Funds if at any time such distribution is rescinded or must
otherwise be returned for any reason, in which event, if such amount has been returned by
the Noteholders, such principal and/or interest shall be reinstated in an amount equal to
the amount returned by the Noteholders. No provision of this Indenture shall require the
payment or permit the collection of interest in excess of the maximum permitted by
applicable law.  




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ARTICLE XI  



MISCELLANEOUS 



        SECTION
11.1     Compliance Certificates and Opinions, etc. Except as set forth herein, upon any
application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture (other than any request by the Issuer for an Advance), the
Issuer shall, upon the Trustee’s request, furnish to the Trustee, with a copy of
each to the Noteholders, (i) an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with, and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except that, in
the case of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture, no such additional
certificate or opinion need be furnished.  




        Every
certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include: 



	 	        (i)              a
statement that each signatory of such certificate or opinion has read or has
          caused to be read such covenant or condition and the definitions herein
relating           thereto;  







	 	        (ii)              a
brief statement as to the nature and scope of the examination or investigation
          upon which the statements or opinions contained in such certificate or opinion
          are based;  







	 	        (iii)              a
statement that, in the opinion of each such signatory, such signatory has made
          such examination or investigation as is necessary to enable such signatory, to
          express an informed opinion as to whether or not such covenant or condition has
          been complied with; and  







	 	        (iv)              a
statement as to whether, in the opinion of each such signatory, such condition
          or covenant has been complied with.  







        (b)              Other
than with respect to Dollars, prior to the deposit of any Collateral or           other
property or securities with the Trustee that is to be made the basis for           the
release of any property or securities subject to the lien of this Indenture,
          the Issuer shall, in addition to any obligation imposed in Section
          11.1(a) or elsewhere in this Indenture, furnish to the Trustee, with a copy
          thereof to the Noteholders, an Officer’s Certificate certifying or stating
          the opinion of each person signing such certificate as to the fair value (on
the           date of such deposit) to the Issuer of the Collateral or other property or
          securities to be so deposited.  




        (c)     Other
than with respect to the release of any Purchased Receivables or           Liquidated
Receivables or the release of any Receivables upon a mandatory or           partial
prepayment of the Notes pursuant to Section 10.1 and except as           otherwise
contemplated by the Basic Documents, whenever any property or           securities are to
be released from the lien of this Indenture, the Issuer shall           also furnish to
the Trustee, with a copy thereof to the Noteholders, an           Officer’s
Certificate certifying or stating the opinion of each person           signing such
certificate as to the fair value (within 90 days of such release)           of the
property or securities proposed to be released and stating that in the           opinion
of such person the proposed release will not impair the security under           this
Indenture in contravention of the provisions hereof.  




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        (d)              Notwithstanding
Section 2.10 or any provision of this Section, the Issuer           may (A)
collect, liquidate, sell or otherwise dispose of Receivables as and to           the
extent permitted or required by the Basic Documents and (B) make cash           payments
out of the Pledged Accounts as and to the extent permitted or required           by the
Basic Documents.  




        SECTION
11.2     Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as
to such matters in one or several documents.  




        (a)              Any
certificate or opinion of an Authorized Officer of the Issuer may be based,
          insofar as it relates to legal matters, upon a certificate or opinion of, or
          representations by, counsel, unless such officer knows, or in the exercise of
          reasonable care should know, that the certificate or opinion or representations
          with respect to the matters upon which his or her certificate or opinion is
          based are erroneous. Any such certificate of an Authorized Officer or Opinion
of           Counsel may be based, insofar as it relates to factual matters, upon a
          certificate or opinion of, or representations by, an officer or officers of the
          Servicer, the Seller, the Originator or the Issuer, stating that the
information           with respect to such factual matters is in the possession of the
Servicer, the           Seller, the Originator or the Issuer, unless such counsel knows,
or in the           exercise of reasonable care should know, that the certificate or
opinion or           representations with respect to such matters are erroneous.  




        (b)              Where
any Person is required to make, give or execute two or more applications,
          requests, consents, certificates, statements, opinions or other instruments
          under this Indenture, they may, but need not, be consolidated and form one
          instrument.  




        (c)              Whenever
in this Indenture, in connection with any application or certificate or           report
to the Trustee, it is provided that the Issuer shall deliver any document           as a
condition of the granting of such application, or as evidence of the           Issuer’s
compliance with any term hereof, it is intended that the truth and           accuracy, at
the time of the granting of such application or at the effective           date of such
certificate or report (as the case may be), of the facts and           opinions stated in
such document shall in such case be conditions precedent to           the right of the
Issuer to have such application granted or to the sufficiency           of such
certificate or report. The foregoing shall not, however, be construed to           affect
the Trustee’s right to rely upon the truth and accuracy of any           statement
or opinion contained in any such document as provided in Article VI.  




        SECTION
11.3     Acts of the Noteholders. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by the
Noteholders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by the Noteholders in person or by agents duly appointed in writing;
and except as herein otherwise expressly provided such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Noteholders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Section.  





-45- 









        (a)              The
fact and date of the execution by any person of any such instrument or           writing
may be proved in any customary manner of the Trustee.  




        (b)              The
ownership of the Notes shall be proved by the Note Register.  




        (c)              Any
request, demand, authorization, direction, notice, consent, waiver or other
          action by the Holder of any Notes shall bind the Holder of any Note issued upon
          the registration thereof or in exchange therefor or in lieu thereof, in respect
          of anything done, omitted or suffered to be done by the Trustee or the Issuer
in           reliance thereon, whether or not notation of such action is made upon the
Note.  




        SECTION
11.4     Notices, etc., to Trustee, Issuer, Noteholders and Rating Agencies. Any request,
demand, authorization, direction, notice, consent, waiver or Act of the Noteholders or
other documents provided or permitted by this Indenture to be made upon, given or
furnished to or filed with, the Trustee, the Issuer, the Noteholders or the Rating
Agencies shall be given in the manner set forth in the Sale and Servicing Agreement.  




        SECTION
11.5     Waiver. Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of notice by a
Noteholder shall be filed with the Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.  




        (a)              In
case, by reason of the suspension of regular mail service as a result of a
          strike, work stoppage or similar activity, it shall be impractical to mail
          notice of any event to a Noteholder when such notice is required to be given
          pursuant to any provision of this Indenture, then any manner of giving such
          notice as shall be satisfactory to the Trustee shall be deemed to be a
          sufficient giving of such notice.  




        (b)              Where
this Indenture provides for notice to the Rating Agencies, failure to give           such
notice shall not affect any other rights or obligations created hereunder,           and
shall not under any circumstance constitute a Default or Event of Default.  




        SECTION
11.6     Alternate Payment and Notice Provisions. Notwithstanding any provision of this
Indenture or the Notes to the contrary, the Issuer may enter into any agreement with the
Holder of a Notes providing for a method of payment, or notice by the Trustee or the Note
Paying Agent to such Holder, that is different from the methods provided for in this
Indenture for such payments or notices, provided that such methods are reasonable and
consented to by the Trustee (which consent shall not be unreasonably withheld). The
Issuer will furnish to the Trustee a copy of each such agreement and the Trustee will
cause payments to be made and notices to be given in accordance with such agreements.  




-46- 










        SECTION
11.7     Effect of Headings and Table of Contents. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction
hereof.  




        SECTION
11.8     Successors and Assigns; Third Party Beneficiary. All covenants and agreements
in this Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Trustee in this Indenture shall bind
its successors. The successors and assigns of the Noteholders shall be third party
beneficiaries to the provisions of this Indenture and shall be entitled to rely upon and
to directly enforce the provisions of this Indenture.  




        SECTION
11.9     Severability. In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.  




        SECTION
11.10     Legal Holidays. In any case where the date on which any payment is due shall not be
a Business Day, then (notwithstanding any other provision of the Note or this Indenture)
payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date on which nominally due, and no
interest shall accrue for the period from and after any such nominal date.  




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




        SECTION
11.12     Counterparts. This Indenture may be, executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.  




        SECTION
11.13     Recording of Indenture. If this Indenture is subject to recording in any
appropriate public recording offices, such recording is to be effected by the Issuer and
at its expense accompanied by an Opinion of Counsel (which may be counsel reasonably
acceptable to the Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other person secured hereunder or for the
enforcement of any right or remedy granted to the Trustee under this Indenture.  




        SECTION
11.14     Issuer Obligation. No recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer or the Trustee on the Notes or under this Indenture or
any certificate or other writing delivered in connection herewith or therewith, against
(i) the Trustee in its individual capacity (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or
agent of the Trustee in its individual capacity, any holder of a beneficial interest in
the Issuer or the Trustee or of any successor or assign of the Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being understood that
the Trustee has no such obligations in its individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.  




-47- 










        SECTION
11.15     No Petition. The Trustee, by entering into this Indenture, hereby covenants and
agrees that it will not, at any time prior to the date which is one year and one day
after the payment in full of all principal, interest, fees and other amounts in respect
of the Notes, institute against the Issuer, or join in any institution against the Issuer
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any of the
Basic Documents; provided, however, that nothing herein shall prohibit the
Trustee from filing proofs of claim or otherwise participating in any such proceedings
instituted by any other Person. This Section 11.15 shall survive the termination
of this Indenture.  




        SECTION
11.16     Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any
representative of the Noteholders or the Trustee, during the Issuer’s normal
business hours, to examine all the books of account, records, reports, and other papers
of the Issuer, to make copies and extracts therefrom, to cause such books to be audited
by independent certified public accountants, and to discuss the Issuer’s affairs,
finances and accounts with the Issuer’s officers, employees, and independent
certified public accountants, all at such reasonable times and as often as may be
reasonably requested; provided that unless an Event of Default has occurred and is
continuing, representatives of the Noteholders shall be permitted to make such
inspections and audits at the expense of the Issuer only once per year. The Trustee and
the Noteholders shall and shall cause their representatives to hold in confidence all
such information in accordance with the Sale and Servicing Agreement, except to the
extent that the Trustee may reasonably determine that such disclosure is consistent with
its obligations hereunder and the other Basic Documents.  




        SECTION
11.17     Entire Agreement. This Agreement, together with the other Basic Documents,
including the exhibits and schedules thereto, contains a final and complete integration
of all prior expressions by the parties hereto with respect to the subject matter hereof
and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all previous oral statements and other writings with
respect thereto.  




        SECTION
11.18     Subordination Agreement. The Trustee and the Noteholders, by accepting the Notes,
hereby covenant and agree that, to the extent it is deemed to have any interest in any
assets of the Seller or the Originator, or a securitization vehicle related to the Seller
or the Originator (other than the Issuer), dedicated to other debt obligations of the
Seller or the Originator or debt obligations of any other securitization vehicle related
to the Seller or the Originator (other than the Issuer), its interest in those assets is
subordinate to claims or rights of such other debtholders to those other assets.
Furthermore, the Trustee and the Noteholders, by accepting the Notes, hereby covenant and
agree that such agreement constitutes a subordination agreement for purposes of Section
510(a) of the Bankruptcy Code.  




-48- 










        SECTION
11.19     Trustee Direction. The Noteholders direct the Trustee to execute and deliver
the Intercreditor Agreement and perform its obligations thereunder in accordance with the
terms thereof.  




        SECTION
11.20     Hedge Agreements. The Trustee shall not agree to any amendment, transfer or
other modification of any Hedge Agreement pledged under this Indenture unless the Rating
Agency Condition is satisfied.  




[Signature page
follows.] 





























-49- 









        IN
WITNESS WHEREOF, the Issuer, the Trustee and the Noteholders have caused this Indenture to
be duly executed by their respective officers, hereunto duly authorized, all as of the day
and year first above written. 



		
		GEHL FUNDING LLC, as Issuer
	

 	By:  /s/ Thomas M. Rettler
		Name:  Thomas M. Rettler
		Title:  Vice President and CFO
	

 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
		Trustee
	

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

 	UBS REAL ESTATE SECURITIES INC., as a Noteholder
	

 	By:  /s/ Shahid Quraishi
		Name:  Shahid Quraishi
		Title:  Managing Director
	

 	By:  /s/ Tamer El-Rayess
		Name:  Tamer El-Rayess
		Title:  Director







[Signature Page to
Indenture]  











EXHIBIT A-1 



VARIABLE FUNDING NOTE 


		
	REGISTERED	up to $150,000,000 





No.        R-___  



SEE REVERSE FOR CERTAIN
CONDITIONS 



        THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR “BLUE SKY”
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER
THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE
SECURITIES ACT AND THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY TO (1) THE
ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE) OR AN AFFILIATE OF THE ISSUER, (2) TO A
PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A OR (3)(A) TO A U.S. PERSON THAT IS AN INSTITUTIONAL INVESTOR THAT IS AN
“ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D PROMULGATED UNDER THE SECURITIES ACT, OR (B) IN A TRANSACTION OTHERWISE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN
COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION; PROVIDED, THAT IN CONNECTION WITH
TRANSFERS PURSUANT TO CLAUSES 3(A) OR 3(B) ABOVE, THE TRUSTEE OR THE ISSUER MAY REQUIRE AN
OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT, WHICH OPINION OF COUNSEL, IF SO REQUIRED, SHALL BE ADDRESSED TO
THE ISSUER AND THE TRUSTEE AND SHALL BE SECURED AT THE EXPENSE OF THE HOLDER. 



        THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO [INCREASES AND] DECREASES
AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF
THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 




A-1-1 









GEHL FUNDING LLC 



VARIABLE FUNDING NOTE 



GEHL FUNDING LLC, a Delaware limited
liability company (herein referred to as the “Issuer”), for value
received, hereby promises to pay to UBS REAL ESTATE SECURITIES, INC. (the
“Noteholder”), or its registered assigns, the principal sum of up to ONE
HUNDRED FIFTY MILLION DOLLARS ($150,000,000.00) or, if less, the aggregate unpaid
principal amount outstanding hereunder, which amount shall be payable in the amounts and
at the times set forth in Section 2.8(b) of the Indenture. The Issuer will pay interest on
Advances under this Note at the Note Interest Rate. Such interest on Advances shall be due
and payable on each Payment Date until the principal of this Note is paid or made
available for payment, to the extent funds will be available from the Collection Account
processed from and including the preceding Payment Date to but excluding each such Payment
Date in an amount equal to the Noteholder’s Interest Distributable Amount. The Issuer
shall make interest payments on the Invested Amount of the Note to the Noteholder in
accordance with the provisions of the Sale and Servicing Agreement; provided that the
Issuer may, at its option, prepay the Invested Amount of the Note, in whole or in part, at
any time and without premium or penalty pursuant to Section 10.1 of the Indenture. In
addition, on each Payment Date, the Noteholder shall be entitled to receive the
Noteholder’s Monthly Cap Distributable Amount in accordance with the provisions of
the Sale and Servicing Agreement. If an Event of Default shall have occurred and be
continuing, the Trustee or Holders of at least a majority of the Outstanding Amount of the
Notes may declare the Notes to be immediately due and payable at par, together with
accrued interest thereon. If an Event of Default pursuant to Section 5.1(a)(v) of the
Indenture has occurred and is continuing, this Note shall become immediately due and
payable. 



Principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof. 



The principal of and interest on this
Note are payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. This Note does not
represent an interest in, or an obligation of, the Servicer or any affiliate of the
Servicer other than the Issuer. 



Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect
as though fully set forth on the face of this Note. Although a summary of certain
provisions of the Indenture are set forth below and on the reverse hereof and made a part
hereof, this Note does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of the
Servicer and the Trustee. A copy of the Indenture may be requested from the Trustee by
writing to the Trustee at the Corporate Trust Office. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to them in the Indenture. 



Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose. 



[Signature page
follows.] 




A-1-2 









        IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer. 




		
	Date: ___________, 2005	GEHL FUNDING LLC
	

 	By:_____________________________________________
		Name:___________________________________________
		Title:____________________________________________







TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 



        This
is the Note issued under the within-mentioned Indenture. 



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

 	By:______________________________________________
		Authorized Signature



























A-1-3 









REVERSE OF THE NOTE 



This Note (herein called the
“Note”) is a duly authorized Note of the Issuer, which is one in a series
of Notes designated as the Issuer’s Variable Funding Notes, issued under the
Indenture, dated as of February __, 2005 (such Indenture, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the terms thereof,
is herein called the “Indenture”), among the Issuer, UBS Real Estate
Securities Inc., as initial noteholder, and JPMorgan Chase Bank, National Association, a
national banking association, as trustee (the “Trustee”, which term
includes any successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Note Purchaser. The Note is
subject to all terms of the Indenture. All terms used in this Note that are defined in the
Indenture, as amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof, shall have the meanings assigned to them in or pursuant to the
Indenture, as so amended, supplemented or otherwise modified. 



“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 ___________, 2005. 



As described above, the entire unpaid
principal amount of this Note shall be due and payable on the Final Scheduled Payment
Date. Notwithstanding the foregoing, if an Event of Default or a Funding Termination Event
specified in clauses (i) through (iii) of the definition thereof shall have occurred and
be continuing then, in certain circumstances, principal on the Note may be paid earlier,
as described in the Indenture. In addition, principal on the Note may be paid earlier
under the circumstances set forth in the Sale and Servicing Agreement. 



Payments of interest on this Note due
and payable on each Payment Date, together with the installment of principal then due, if
any, and any payments of principal made on any Business Day in respect of any prepayments,
to the extent not in full payment of this Note, shall be made by wire transfer to the
Holder of record of this Note (or any predecessor Note) on the Note Register as of the
close of business on each Record Date. Any reduction in the principal amount of this Note
(or any predecessor Note) effected by any payments made on any date shall be binding upon
all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted thereon. Final
payment of principal (together with any accrued and unpaid interest) on this Note will be
paid to the Noteholder only upon presentation and surrender of this Note at the Corporate
Trust Office for cancellation by the Trustee. 



The Issuer shall pay interest on
overdue installments of interest at the Note Interest Rate to the extent lawful. 



As provided in the Indenture and subject
to certain limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at the office
or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the
Registrar duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of transfer or
exchange. 



A-1-4 










The Noteholder, by acceptance of this
Note, covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Trustee or the Issuer on this Note or under the
Indenture or any certificate or other writing delivered in connection therewith, against
(i) the Issuer or the Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of the Issuer or the Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Trustee or of any successor or assign of the
Issuer or the Trustee in its individual capacity, except (a) as any such Person may have
expressly agreed (it being understood that the Trustee has no such obligations in its
individual capacity) and (b) any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such entity;
provided, however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities, obligations
and undertakings contained in the Indenture or in this Note, subject to Section 6.7 of the
Indenture. 



The Noteholder, by acceptance of this
Note, covenants and agrees that by accepting the benefits of the Indenture that such
Noteholder will not institute against the Issuer, or join in any institution against the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States Federal or state bankruptcy or similar law in
connection with any obligations relating to the Note, the Indenture or the Basic
Documents. 



Prior to the due presentment for
registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer
or the Trustee may treat the Person in whose name the Note (as of the day of determination
or as of such other date as may be specified in the Indenture) is registered as the owner
hereof for all purposes, whether or not the Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary. 



It is the intent of the Issuer and
the Noteholders that, for Federal, state and local income and franchise tax purposes, this
Note will evidence indebtedness of the Issuer secured by the Collateral. The Noteholder,
by the acceptance of this Note, agrees to treat this Note for Federal, state and local
income and franchise tax purposes as indebtedness of the Issuer. 



The Indenture permits in certain
circumstances, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Issuer and the rights of the Holders of
the Notes under the Indenture at any time by the Issuer with the consent of the Holders of
the Notes and upon satisfaction of the Rating Agency Condition. The Indenture also
contains provisions permitting the Holders of the Notes to waive compliance by the Issuer
with certain past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holders of the Notes (or any predecessor Note) shall be conclusive and
binding upon all such Holders and upon all future Holders of the Notes and of the Notes
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon the Note. 




A-1-5 









The term “Issuer” as
used in this Note includes any successor to the Issuer under the Indenture. 



The Note is issuable only in
registered form in denominations as provided in the Indenture, subject to certain
limitations set forth therein. 



The Note and the Indenture shall be
construed in accordance with the law of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such law. 



No reference herein to the Indenture
and no provision of the Note or of the Indenture shall alter or impair the obligation of
the Issuer, which is absolute and unconditional, to pay the principal of and interest on
the Note at the times, place, and rate, and in the coin or currency herein prescribed,
subject to any duty of the Issuer to deduct or withhold any amounts as required by law,
including any applicable U.S. withholding taxes. 




























A-1-6 









ASSIGNMENT 



Social Security or taxpayer I.D. or
other identifying number of assignee 



___________________________________ 



        FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 



unto
___________________________________________________________________ 
                 (name and address of
assignee)  



the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints __________________________,
attorney, to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises. 



		
	Dated: __________________	___________________________________*
		Signature
		Guaranteed:
	


___________________________________	___________________________________



















*/ NOTE:
The signature to this assignment must correspond with the name of the registered owner as
it appears on the face of the within Note in every particular, without alteration,
enlargement or any change whatsoever. 













A-1-7 













EXHIBIT A-2 



FORM OF
TRANSFEROR’S CERTIFICATE 



[Date] 




Gehl Funding LLC

________________________________________ 
________________________________________

Attention: _____________________ 



[_____________________]

[_____________________] 
[_____________________] 
Attention:      [               ] 





	 	         Re: 	Gehl
Funding LLC                   
Variable Funding Note No. R-___






Ladies and Gentlemen: 



        In
connection with the disposition by the transferor listed below (the
“Transferor”) of the above referenced Note issued pursuant to the
Indenture dated as of February __, 2005 (the “Indenture”) among Gehl
Funding LLC, as Issuer (the “Issuer”), UBS Real Estate Securities Inc.,
as initial noteholder, and JPMorgan Chase Bank, National Association, as trustee (the
“Trustee”), relating to the Gehl Funding LLC Variable Funding Notes of up
to $150,000,000 aggregate outstanding principal amount, the Transferor certifies that: 



        a)                 The
Transferor is the lawful owner of the Note with full power and right to
          Transfer such Note free and clear from any and all claims and encumbrances;  





        b)                 the
Transferor understands that the Note has not been registered under the
          Securities Act of 1933, as amended (the “1933 Act”), and is
          being disposed of by the Transferor in a transaction that is exempt from the
          registration requirements of the 1933 Act; and  





        c)                 Neither
the Transferor nor anyone acting on its behalf has (a) offered,           transferred,
pledged, sold or otherwise disposed of the Note, any interest in           the Note or
any other similar security to any person in any manner, (b)           solicited any offer
to buy or accept a transfer, pledge or any disposition of           the Note, any
interest in the Note or any other similar security from any person           in any
manner, (c) otherwise approached or negotiated with respect the Note, any
          interest in the Note, or any other similar security with any person in any
          manner, (d) made any general solicitation by mean of general advertising or in
          any other manner, or (e) taken any other action, which (in the case of the acts
          described in clauses (a) through (e) hereof) would constitute a distribution of
          the Note under the 1933 Act, or would render the disposition of the Note a
          violation of Section 5 of the Act or any state securities laws, or would
require           registration or qualification of the Note pursuant to the 1933 Act or
any state           securities laws.  




A-2-1 










		
	~	Very truly yours,
	

 	__________________________________________________
		Name of Transferor
	
 	By:_______________________________________________
		Name:_____________________________________________
		Title:______________________________________________




































A-2-2 












EXHIBIT A-3 



FORM OF
TRANSFEREE’S CERTIFICATE 



[Date] 



Gehl Funding LLC

________________________________________ 
________________________________________

Attention: _____________________ 



[_____________________]

[_____________________] 
[_____________________] 
Attention:      [               ] 





	 	         Re: 	Gehl
Funding LLC                   
Variable Funding Note No. R-___






Ladies and Gentlemen: 



        In
connection with the acquisition by the transferee listed below (the
“Transferee”) of the above referenced Note issued pursuant to the
Indenture dated as of February __, 2005 (the “Indenture”) among Gehl
Funding LLC, as Issuer (the “Issuer”), UBS Real Estate Securities Inc.,
as initial noteholder, and JPMorgan Chase Bank, National Association, as trustee (the
“Trustee”), relating to the Gehl Funding LLC Variable Funding Notes of up
to $150,000,000 aggregate outstanding principal amount, the Transferee certifies that: 



        a)                 it
understands that the Notes are not being registered under the Securities Act           of
1933, as amended (the “Securities Act”), or any state securities           laws
and are being transferred to us in a transaction that is exempt from the
          registration requirements of the Securities Act and any such laws;  





        b)                 it
is an institutional “accredited investor” as defined in Rule
          501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities
Act,           and has such knowledge and experience in financial and business matters
that it           is capable of evaluating the merits and risks of investments in the
Notes;  





        c)                 it
has had the opportunity to ask questions of and receive answers from the           Issuer
and the Servicer concerning the purchase of the Notes and all matters           relating
thereto or any additional information deemed necessary to its decision           to
purchase the Notes;  





        d)                 its
is acquiring the Notes for investment for our own account and not with a           view
to any distribution of such Notes (but without prejudice to the           Transferee’s
right at all times to sell or otherwise dispose of the Notes           in accordance with
clause (f) below);  





A-3-1 










        e)                 it
has not offered or sold any Notes to, or solicited offers to buy any Notes
          from, any person, or otherwise approached or negotiated with any person with
          respect thereto, or taken any other action which would result in a violation of
          Section 5 of the Securities Act;  





        f)                 it
will not sell, transfer or otherwise dispose of any Notes unless (1) such           sale,
transfer or other disposition is made pursuant to an effective           registration
statement under the Securities Act or is exempt from such           registration
requirements, and if requested, we will at our expense provide an           opinion of
counsel satisfactory to the addressees of this certificate that such           sale,
transfer or other disposition may be made pursuant to an exemption from           the
Securities Act, (2) the purchaser or transferee of such Note has executed           and
delivered to you a certificate to substantially the same effect as this
          certificate if required by the Indenture, and (3) the purchaser or transferee
          has otherwise complied with any conditions for transfer set forth in the
          Indenture; and  





        g)                 either
(A) it is not a Benefit Plan (as defined in the Indenture) and is not           acting on
behalf of or investing plan assets of a Benefit Plan or (B) its           purchase and
holding of the Note is entitled to exemptive relief from the           prohibited
transaction rules of Section 406 of ERISA and Section 4975 of the           Code pursuant
to a U.S. Department of Labor prohibited transaction class           exemption.  




		
	~	Very truly yours,
	

 	__________________________________________________
		Name of Transferee
	
 	By:_______________________________________________
		Name:_____________________________________________
		Title:______________________________________________

























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