EXECUTION

NOTE PURCHASE AGREEMENT

(VARIABLE FUNDING NOTE)

dated as of February 24, 2005,

among

GEHL FUNDING LLC,
as Issuer,

GEHL COMPANY,
as Servicer,

UBS REAL ESTATE SECURITIES INC.,
as Note Purchaser

TABLE OF CONTENTS

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TABLE OF CONTENTS
(continued)

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EXHIBITS

NOTE PURCHASE AGREEMENT

        THIS NOTE PURCHASE AGREEMENT, dated as of February 24, 2005 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “ Agreement ”), is made among GEHL FUNDING LLC, a Delaware limited liability company (“the Issuer ”), GEHL COMPANY, a Wisconsin corporation (“ Gehl ” or the “ Servicer ”), and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as Note Purchaser (in such capacity, together with any successors in such capacity, the “ Note Purchaser ”).

BACKGROUND

        1.        Contemporaneously with the execution and delivery of this Agreement, the Issuer, the Note Purchaser and JPMorgan Chase Bank, National Association, a national banking association, as trustee (together with its successors in trust thereunder as provided in the Indenture referred to below, the “ Trustee ”), are entering into the Indenture, of even date herewith (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “ Indenture ”), pursuant to which the Issuer will issue the Variable Funding Note (the “ Note ”).

        2.        The security for the Note will include retail installment sale contracts secured by the new and used agricultural and construction equipment financed thereby. The Collateral will be serviced by the Servicer. The Note will be secured by the Collateral, which will be pledged by the Issuer to the Trustee pursuant to the Indenture.

        3.        The Issuer will acquire a pool of Receivables (the “Initial Receivables”) from Gehl Funding LLC, pursuant to a Sale and Servicing Agreement, dated as February 24, 2005 (such date, the “ Initial Cutoff Date ” and such agreement, the “ Sale and Servicing Agreement ”), among the Issuer, as purchaser, Gehl Receivables LLC, as seller, Gehl, as the originator and as servicer (in such capacities, the “ Originator ” and the “ Servicer ,” respectively), the Trustee and Systems and Services Technologies, Inc., as the Backup Servicer and the Custodian. From time to time prior to the Facility Termination Date, the Seller will sell, and the Issuer will purchase, pursuant to the Sale and Servicing Agreement, additional pools of Receivables (the “ Additional Receivables ”), which Additional Receivables will be described in the schedules to one or more Assignments to be delivered by the Seller to the Issuer and dated as of the Cutoff Date specified therein. Subject to the terms and conditions of this Agreement and the Indenture, the Receivables and the Other Conveyed Property purchased by the Issuer pursuant to the Sale and Servicing Agreement shall be pledged by the Issuer to the Trustee for the benefit of the Note Purchaser pursuant to the Indenture in consideration for Advances (as defined below), to be computed in accordance with the terms hereof.

        4.        The Issuer wishes to issue the Note in favor of the Note Purchaser and obtain the agreement of the Note Purchaser to make advances from time to time (each, an “ Advance ”) to fund the purchase of Receivables and Other Conveyed Property by the Issuer, which Advances (including the Initial Advance) will at all times be evidenced by the Note. Subject to the terms and conditions of this Agreement, the Note Purchaser is willing to make Advances from time to time to fund purchases of Invested Amounts in an aggregate outstanding amount up to the Maximum Invested Amount until the commencement of the Amortization Period. Gehl has joined in this Agreement as Originator and Servicer to confirm certain representations, warranties and covenants made by it as Originator and Servicer for the benefit of the Note Purchaser.

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ARTICLE I
DEFINITIONS

        SECTION 1.01     Definitions . Capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in Annex A to the Sale and Servicing Agreement.

ARTICLE II
PURCHASE AND SALE OF THE NOTE

        SECTION 2.01     The Initial Note Purchase . Subject to the terms and conditions herein and in the other Basic Documents , and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and cause the Trustee to authenticate and deliver the Note to the Note Purchaser, on the Closing Date. Such Note shall be dated the Closing Date, registered in the name of the Note Purchaser and duly authenticated in accordance with the provisions of the Indenture.

        SECTION 2.02     Advances . Upon the Issuer’s request, delivered in accordance with the provisions of Section 2.03, and the satisfaction of all conditions precedent thereto, subject to the terms and conditions of this Agreement, the Indenture and the Sale and Servicing Agreement, the Note Purchaser shall make Advances from time to time during the Term; provided that no Advance shall be required or permitted to be made on any Funding Date if, after giving effect to such Advance, (a) the Invested Amount would exceed the Maximum Invested Amount, (b) a Borrowing Base Deficiency exists or would exist, or (c) conditions set forth in Section 6.01 and 6.02 hereof as applicable, have not been satisfied. Subject to the terms of this Agreement and the Indenture, the aggregate principal amount of the Advances outstanding will be increased or decreased from time to time. The Issuer, not less than forty-five (45) days and not more then sixty (60) days prior to each annual anniversary of the Closing Date, may advise the Note Purchaser of its intent to reduce the Maximum Invested Amount on such anniversary date. On the anniversary date following delivery of such notice, the Issuer shall make a payment of principal on the Note in an amount equal to the amount indicated in the notice and the Trustee shall reflect the corresponding reduction in the Maximum Invested Amount and the corresponding reduction in the principal balance of the Note in its records in accordance with the Indenture.

        SECTION 2.03     Advance Procedures . Whenever the Issuer wishes the Note Purchaser to make an Advance, the Issuer shall (or shall cause the Servicer to) notify the Note Purchaser by written notice, with an electronic copy of such notice sent to the Note Purchaser, substantially in the form of Exhibit B hereto (each such request, an “ Advance Request ”), delivered to the Note Purchaser no later than two (2) Business Days (or such shorter period as may be agreed to in writing by the Issuer and the Note Purchaser) prior to the proposed Funding Date. Each such Advance Request shall be irrevocable and shall in each case refer to this Agreement and specify the aggregate amount of the requested Advance to be made on such date, which shall in no event be less than $2,000,000 per Advance and such Advance shall not cause there to be more than two (2) Advances in a calendar week. The Note Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. New York City time on the proposed Funding Date) notify the Issuer whether the Note Purchaser has determined to make the requested Advance. On the Funding Date, subject to the other conditions set forth herein and in other Basic Documents, the Note Purchaser, with written notice to the Trustee, shall make available to the Issuer the amount of such Advance by wire transfer in U.S. dollars of such amount, in same day funds, to an account established by the Issuer ( the “ Funding Account ”) no later than 4:00 p.m. (New York time) on the date of such Advance.

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        SECTION 2.04     The Note . On each Funding Date and on each date that the amount of outstanding Advances is reduced, a duly authorized officer, employee or agent of the Note Purchaser shall make appropriate notations in its books and records of the amount of such Advance and the amount of any reduction, as applicable. The Issuer hereby authorizes each duly authorized officer, employee and agent of the Note Purchaser to make such notations on the books and records as aforesaid in accordance with the terms of the Indenture and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded and shall be binding on the Issuer absent manifest error; provided , however , that in the event of a discrepancy between the books and records of the Note Purchaser and the records maintained by the Trustee pursuant to the Indenture, such discrepancy shall be resolved by the Note Purchaser and the Trustee.

        SECTION 2.05     Commitment Term . The “Term” of the Commitment hereunder shall be for a period commencing on the Closing Date and ending on the Facility Termination Date, or such other date as the Note Purchaser and the Issuer may mutually agree to in writing.

ARTICLE III
INTEREST AND FEES

        SECTION 3.01     Interest . Each Advance funded or maintained by the Note Purchaser shall bear interest at the Note Interest Rate during each Interest Period beginning from the Closing Date (or the related Funding Date, as applicable) to, and including the date the Note is paid in full.

            (a)     Interest on Advances shall be due and payable on each Payment Date in accordance with the provisions of the Indenture and the Sale and Servicing Agreement.

            (b)     All computations of interest at the Note Interest Rate shall be made on the basis of a year of 360 days and the actual number of days elapsed. Whenever any payment of interest or principal in respect of any Advance shall be due on a day other than a Business Day (or is extended by operation of law), such payment shall be made on the next succeeding Business Day (or on the first Business Day on which such extension by operation of law terminates) and such extension of time shall be included in the computation of the amount of interest owed.

        Section 3.02     Fees .

            (a)     On the Closing Date, the Issuer and the Servicer shall jointly and severally pay or cause to be paid to the Note Purchaser, a structuring fee in an amount equal to the sum of (i) the product of (x) 0.35% and (y) the Maximum Invested Amount, plus (ii) the Note Purchaser’s reasonable out-of-pocket expenses, including its legal fees, in accordance with, and subject to, Section 8.05 .

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            (b)     On each Payment Date prior to the Facility Termination Date, the Issuer and the Servicer shall jointly and severally pay, or cause to be paid, to the Note Purchaser, a facility fee equal to (i) the product of (x) a fraction, the numerator of which is the actual number of days elapsed in the related Interest Period and the denominator of which is 360 and (y) 0.25% and (ii) the difference between (a) the Maximum Invested Amount and (b) the daily average outstanding Invested Amount (the “ Unused Facility Fee ”) during the related Interest Period.

        SECTION 3.03     Increased Costs, etc . The Issuer agrees to reimburse the Note Purchaser for any increase in the cost of, or any reduction in the amount of any sum receivable by the Note Purchaser, including without limitation, any breakage fees or any reduction in the rate of return on the Note Purchaser’s capital (i) incurred as a result of the Note Purchaser making, continuing or maintaining (or committing to make, continue or maintain) any Advances, or (ii) that arise in connection with any change in, or as a result of the introduction, adoption, effectiveness, interpretation reinterpretation or phase-in, after the date of this Agreement, of any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority (except for such changes with respect to increased capital costs and taxes which are governed by Sections 3.04 and 3.05 , respectively). Each such demand shall be provided to the Issuer in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required (and the calculation thereof) fully to compensate the Note Purchaser for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer to the Note Purchaser on the Payment Date immediately succeeding the delivery of such notice to the Issuer. In the absence of manifest error, the information contained in such notice shall be deemed correct and shall be conclusive and binding on the Issuer.

        SECTION 3.04     Increased Capital Costs . If any change in, or the introduction, adoption, effectiveness, interpretation or reinterpretation or phase-in, after the date hereof, of any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority affects or would affect the amount of capital required or reasonably expected to be maintained by the Note Purchaser or any Person controlling the Note Purchaser and the Note Purchaser reasonably determines that the rate of return on its or such controlling Person’s capital as a consequence of its commitment or the Advances made by the Note Purchaser is reduced to a level below that which the Note Purchaser or such controlling Person would have achieved but for the occurrence of any such circumstance, then, in any such case after notice from time to time by the Note Purchaser to the Issuer, the Issuer shall pay to the Note Purchaser such amounts as are sufficient to compensate the Note Purchaser or such controlling Person for such reduction in rate of return. For avoidance of doubt, any accounting interpretation issued after the date of this Agreement, including, without limitation, Accounting Research Bulletin No. 41, or any other interpretation of the Financial Accounting Standards Board (the “ FASB ”), including FASB Interpretation No. 46: Consolidation of Variable Interest Entities, shall constitute an adoption, interpretation, reinterpretation or phase-in. A statement of the Note Purchaser as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Issuer; and provided , further , that the initial payment of such increased amounts shall include payment for accrued amounts due under this Section 3.04 prior to such initial payment. In determining such additional amount, the Note Purchaser may use any method of averaging and attribution that it shall reasonably deem applicable so long as it applies such method to other similar transactions.

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        SECTION 3.05     Taxes . All payments by the Issuer of principal and interest on, the Advances and all other amounts payable hereunder and under the other Basic Documents (including fees) shall be made free and clear of, and without deduction for, any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding in the case of the Note Purchaser, taxes imposed on or measured by its overall net income, overall receipts or overall assets and franchise taxes imposed on it by the jurisdiction in which the Note Purchaser is organized or is operating or any political subdivision thereof (such non-excluded items being called “ Taxes ”). In the event that any withholding or deduction from any payment to be made by the Issuer or Servicer hereunder or under the other Basic Documents, is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Issuer or Servicer as applicable will:

            (a)     pay directly to the relevant authority the full amount required to be so withheld or deducted;

            (b)     promptly forward to the Note Purchaser or its agent an official receipt or other documentation evidencing such payment to such authority; and

            (c)     pay to the Note Purchaser or its agent such additional amount or amounts as is necessary to ensure that the net amount actually received by the Note Purchaser will equal the full amount the Note Purchaser would have received had no such withholding or deduction been required.

        Moreover, if any Taxes are directly asserted against the Note Purchaser with respect to any payment received by the Note Purchaser or its agent or any tax of other liability incurred by the beneficial owner of the holder of any Collateral pledged under the Indenture, the Note Purchaser or such agent may pay such Taxes and the Issuer will promptly upon receipt of prior written notice stating the amount of such Taxes pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount the Note Purchaser would have received had not such Taxes been asserted. The Note Purchaser shall make all reasonable efforts to avoid the imposition of any Taxes which would give rise to an additional payment under this Section 3.05 .

        If the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Note Purchaser or its agent the required receipts or other required documentary evidence, the Issuer, shall indemnify the Note Purchaser and its agent, if any, for any incremental Taxes, interest or penalties that may become payable by the Note Purchaser or its agent as a result of any such failure. For purposes of this Section 3.05 , a distribution hereunder by the agent for the Note Purchaser shall be deemed a payment by the Issuer.

        Upon the request of the Issuer, the Note Purchaser, if it is organized under the laws of a jurisdiction other than the United States, shall, prior to the initial due date of any payments hereunder and to the extent permissible under then current law, execute and deliver to the Issuer on or about the first scheduled payment date in each calendar year thereafter, one or more (as the Issuer may reasonably request) United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable to establish the extent, if any, to which a payment to the Note Purchaser is exempt from withholding or deduction of Taxes. The Issuer shall not, however, be required to pay any increased amount under this Section 3.05 to the Note Purchaser if the Note Purchaser fails to comply with the requirements set forth in this paragraph.

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ARTICLE IV
OTHER PAYMENT TERMS

        SECTION 4.01     Time and Method of Payment . All amounts payable to the Note Purchaser hereunder or with respect to the Note shall be made by wire transfer of immediately available funds in Dollars not later than 5:00 p.m., New York City time, on the date due. Any funds received after that time will be deemed to have been received on the next Business Day.

ARTICLE V
REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS

        SECTION 5.01     The Issuer . The Issuer, the Originator and the Servicer each represent and warrant to the Note Purchaser that each of its representations and warranties in the Basic Documents are true and correct, as of the date hereof, and each of the Issuer, Originator and the Servicer covenants that the same will be true as of each Funding Date, as if made on such Funding Date. The Issuer further represents and warrants and covenants to the Note Purchaser that as of the date hereof, and as of each Funding Date that:

            (a)     The Issuer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and the Issuer has full power and authority (limited liability company and other) necessary to offer, sell and deliver the Note and to own or hold its properties and to conduct its business as now conducted by it and to execute and deliver this Agreement and the other Basic Documents to which the Issuer is a party and to perform its obligations hereunder and thereunder and, with respect to the Issuer, to cause the Trustee to authorize and issue the Note from time to time as contemplated by this Agreement and the Indenture;

            (b)     the Basic Documents to which the Issuer is a party and the Note have been duly authorized and, as of the Closing Date, each will be duly executed and delivered by the Issuer, and each of the Basic Documents and the Note will, as of the Closing Date, constitute a valid, legal and binding obligation enforceable against the Issuer, in accordance with their respective terms, subject to the applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law);

            (c)     neither the Issuer nor, to the best of the Issuer’s knowledge after due inquiry, anyone acting on the Issuer’s behalf, has offered, pledged, sold or otherwise disposed of the Note or any interest therein or solicited any offer to buy or accept a transfer, pledge or other disposition of the Note or any interest therein or otherwise approached or negotiated, with respect to the Note or any interest therein, with any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a public distribution of the Note under the Securities Act, or which would render the disposition of the Note in violation of Section 5 of the Securities Act or any state securities laws, or require registration or qualification pursuant thereto or require registration of the Issuer under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), nor will the Issuer act, nor has the Issuer authorized or will it authorize any person to act, in such a manner with respect to the Note;

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            (d)     the execution and delivery of the Basic Documents to which the Issuer is a party, the Issuer’s delivery of the Note and the acceptance by the Note Purchaser of the Note will not involve any prohibited transaction within the meaning of the Employee Retirement Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended;

            (e)     the Issuer is not required, and will not be required to register as an “investment company” under the Investment Company Act, and the Issuer is not controlled by an “investment company” as defined in the Investment Company Act;

            (f)     the Issuer is not in violation of its limited liability company agreement or in default under any agreement, indenture or instrument to which it is a party, the effect of which violation or default could reasonably be expected to have a material adverse effect on it, the Collateral or on any of the transactions contemplated hereby. Neither the issuance and sale of the Note, nor the execution, delivery and performance by the Issuer of this Agreement or any Basic Document to which it is a party, nor the consummation by the Issuer of any of the transactions contemplated hereby or by any Basic Document, nor compliance by the Issuer with the provisions hereof or thereof, does or will conflict with or result in a breach or violation of any term or provision of (i) the certificate of formation (or other document of similar import) or limited liability company agreement of the Issuer or conflict with, result in a breach, violation or acceleration of, or constitute a default under, the terms of any indenture or other agreement or instrument to which the Issuer is a party or by which it is bound or to which any of the properties of the Issuer is subject, the effect of which conflict, breach, violation, acceleration or default could reasonably be expected to have a material adverse effect on the Collateral or on any of the transactions contemplated hereby or (ii) any statute, order or regulation applicable to the Issuer of any court, legislative or regulatory body, administrative agency or governmental body having jurisdiction over the Issuer, the effect of which conflict, breach, violation or default could reasonably be expected to have a material adverse effect on the Collateral, the Note or on any of the transactions contemplated hereby. The Issuer is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, legislative or regulatory body, administrative agency or governmental body having jurisdiction over it that materially and adversely affect, or could reasonably be expected to materially and adversely affect (i) the ability of the Issuer to perform its obligations under this Agreement or any other Basic Document to which it is a party, (ii) the business, operations, financial condition, properties, assets or prospects of the Issuer or (iii) the enforceability or collectability of the Collateral or the Note;

            (g)     there are no actions or proceedings against, or investigations of, the Issuer pending, or, to the knowledge of the Issuer after due inquiry, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, any Basic Document or the Note, (ii) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any Basic Document, (iii) that, if determined adversely to the Issuer, may reasonably be expected to either individually or in the aggregate, have an adverse affect on the Collateral or on the business, operations, financial condition, properties, assets or prospects of the Issuer or the validity or enforceability of, or the performance by the Issuer of its obligations under, this Agreement, any other Basic Document or the Note or (iv) that is if determined adversely to the Issuer, could reasonably be expected to adversely affect the federal income tax attributes of the Note;

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            (h)     all approvals, authorizations, consents, orders or other actions of any court, regulatory body, administrative agency, governmental body or arbitrator required to be made or obtained by the Issuer in connection with the execution and delivery of the Note or any Basic Document, the performance of the transactions contemplated by the Note or any Basic Document by the Issuer and the fulfillment of the terms hereof by the Issuer have been obtained;

            (i)     immediately prior to the pledge of the Initial Receivables on the Closing Date by the Issuer to the Trustee as contemplated by the Indenture, the Issuer (i) had good title to, and was the sole owner of, the Collateral purported to be pledged by it pursuant to the Indenture free and clear of any Lien and (ii) had not assigned to any person any of its right, title or interest in such Collateral, other than the security interest created by the Basic Documents and no further action, including the filing of any document (other than such UCC’s, if any, as will be timely filed), is required to establish and perfect the security interest of the Trustee in the Collateral in favor of the Note Purchaser against all third parties in any jurisdiction and all such Collateral is freely assignable to the Trustee for the benefit of the Note Purchaser (or if consent is necessary for such assignment, such consent has been granted);

            (j)     immediately prior to each pledge of Additional Receivables on each Advance Date, by the Issuer to the Trustee as contemplated by the Indenture, the Issuer (i) will have good title to, and will be the sole owner of, each Additional Receivable and the other Collateral purported to be pledged by it pursuant to the Indenture free and clear of any Lien and (ii) will not have assigned to any person any of its right, title or interest in such Collateral, other than the security interest created by the Basic Documents, and no further action, including any filing of any document (other than such UCC’s, if any, as will be timely filed), will be required to establish and perfect the security interest of the Trustee in the Collateral in favor of the Note Purchaser against all third parties in any jurisdiction and all such Collateral will be freely assignable to the Trustee for the benefit of the Note Purchaser (or if consent is necessary for such assignment, such consent has been granted);

            (k)     no Funding Termination Event, or event which, with the giving of notice or the passage of time or both would constitute a Funding Termination Event, has occurred and is continuing or will result from the sale of the Note;

            (l)     assuming the Note Purchaser is not purchasing the Note with a view toward further distribution and that the Note Purchaser has not engaged in any general solicitation or general advertising within the meaning of the Securities Act, the offer and sale of the Note in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the Securities Act, and the Indenture is not required to be qualified under the Trust Indenture Act;

            (m)     the Issuer has furnished to the Note Purchaser true, accurate and complete copies of all Basic Documents as of the Closing Date, all of which Basic Documents are in full force and effect as of the Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date; and

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            (n)     the Note purchased by the Note Purchaser hereunder will be entitled to the benefit of the security provided in the Indenture.

        SECTION 5.02     Servicer . The Servicer represents and warrants to the Note Purchaser, as of the date hereof and as of and after giving effect to the making of each Advance, that:

            (a)     the Servicer has been duly organized and is validly existing as a corporation under the laws of the State of Wisconsin, and the Servicer has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as now conducted by it and to enter into and perform its obligations under this Agreement and the other Basic Documents;

            (b)     each of the Basic Documents to which the Servicer is a party has been duly authorized and, as of the Closing Date, will be duly executed and delivered by the Servicer, and each of the Basic Documents to which the Servicer is a party will, as of the Closing Date, constitute a valid, legal and binding obligation enforceable against it, in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is pursuant to a proceeding in equity or at law);

            (c)     the Servicer is not in violation of its certificate of incorporation or by-laws, respectively, or in default under any agreement, indenture or instrument to which it is a party, the effect of which violation or default could reasonably be expected to have a material adverse effect on it, the Collateral or to any of the transactions contemplated hereby. Neither the issuance and sale of the Note, nor the execution, delivery and performance by the Servicer of this Agreement or any Basic Document to which it is a party, nor the consummation by the Servicer of any of the transactions contemplated hereby or by any Basic Document, nor compliance by the Servicer with the provisions hereof or thereof, does or will conflict with or result in a breach or violation of any term or provision of (i) the certificate of incorporation or by-laws (or other document of similar import) of the Servicer or conflict with, result in a breach, violation or acceleration of, or a default under, the terms of any indenture or other agreement or instrument to which the Servicer is a party or by which it is bound or to which any of the properties of the Servicer is subject, the effect of which conflict, breach, violation, acceleration or default could reasonably be expected to have a material adverse effect on it, the Collateral or any of the transactions contemplated hereby or (ii) any statute, order or regulation applicable to the Servicer of any court, regulatory or legislative body, administrative agency or governmental body having jurisdiction over the Servicer, the effect of which conflict, breach, violation or default could reasonably be expected to have a materially adverse effect on it, the Collateral or any of the transactions contemplated hereby. The Servicer is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory or legislative body, administrative agency or governmental body having jurisdiction over it that materially and adversely affects, or could reasonably be expected to materially and adversely affect, (i) the ability of the Servicer to perform its obligations under this Agreement or any Basic Document , (ii) the business, operations, financial condition, properties, assets or prospects of the Servicer; or (iii) the enforceability or collectability of the Collateral or the Note;

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            (d)     the Servicer possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it, except to the extent that the failure to have such licenses, certificates, authorities or permits does not have a material adverse effect on the Receivables, the Note or the conduct of its business, operations, financial condition, properties, assets or prospects of the Servicer, and it has not received notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding may reasonably be expected to have a material adverse effect on the Receivables, the Note or the conduct of its business operations, financial condition, properties, assets or prospects of the Servicer;

            (e)     there are no actions or proceedings against, or investigations of, the Servicer pending, or, to the knowledge of the Servicer, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, any other Basic Document or the Note, (ii) seeking to prevent the issuance of the Note or the consummation of any of the transactions contemplated by this Agreement or any Basic Document, (iii) that, if determined adversely to the Servicer, may, individually or in the aggregate, be reasonably be expected to have a material adverse effect on the Collateral or the business, operations, financial condition, properties, assets or prospects of the Servicer or the validity or enforceability of, or the performance by the Servicer of its obligations under, this Agreement, any other Basic Document or the Note or (iv) that, if determined adversely to the Servicer, could reasonably be expected to have a material adverse effect on the federal income tax attributes of the Note;

            (f)     all approvals, authorizations, consents, orders or other actions of any court, regulatory body, administrative agency, governmental body or arbitrator required to be made or obtained by the Servicer in connection with the execution and delivery of this Agreement, any other Basic Document or the Note, the performance of the transactions contemplated by any Basic Document by the Servicer and the fulfillment of the terms hereof by the Servicer have been made or obtained;

            (g)     except to the extent otherwise set forth in the Basic Documents, each representation and warranty made by it in each Basic Document to which it is a party (including any representations and warranties made by it as Originator) is true and correct and would not omit to state a material fact necessary to make the statements therein not misleading as of the date originally made, as of the date hereof as if made on and as of the date hereof and as of and after giving effect to the making of each Advance as if made on and as of the making of each Advance as if set forth in full herein;

            (h)     the audited consolidated balance sheet of the Servicer and its consolidated subsidiaries as of December 31, 2004 and the related statements of income, changes in stockholders equity and cash flow as of and for the fiscal year ending on such date, and the related statements of income, changes in stockholders equity and cash flow as of and for the quarter ending on such date (including in each case the schedules and notes thereto) (collectively, the “ Financial Statements ”), have been prepared in accordance with GAAP and present fairly the financial position of the Servicer and its consolidated subsidiaries as of the dates thereof and