270 Legal [Sample Agreements]

RECEIVABLES PURCHASE AND SALE AGREEMENT

This RECEIVABLES PURCHASE AND SALE AGREEMENT, dated as of March 15, 2006, is by and between GEHL RECEIVABLES II, LLC, a Delaware limited liability company (“Transferor”), and GEHL FUNDING II, LLC, a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

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SECTION 1.01. Purchase of Transferred Receivables.

(a) Subject to the terms and conditions hereof, Transferor agrees to sell, assign, transfer, set-over, contribute and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer agrees to purchase or acquire from Transferor, all of Transferor’s right, title and interest in and to all Transferred Receivables existing as of the close of business on the Business Day immediately prior to the Initial Funding Date and all Transferred Receivables thereafter acquired by it until the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereon.

(b) Effective on the Initial Funding Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Transferor does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Transferor, all of Transferor’s right, title and interest in and to (i) the Receivables set forth on the Schedule of Receivables (other than the Existing Receivables, as to which Transferor has no, and claims no interest), existing as of the close of business on the Business Day immediately prior to the Initial Funding Date and (ii) the Receivables that shall be, from time to time, until the Termination Date, be added to or listed on the Schedule of Receivables, which are intended to be all Transferred Receivables thereafter acquired by it through until the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereon. In accordance with the preceding sentence, on the Initial Funding Date Buyer shall acquire all of Transferor’s right, title and interest in and to all Transferred Receivables existing as of the close of business on the Business Day immediately prior to the Initial Funding Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereon; provided, that, Buyer shall be obligated to pay the Purchase Price therefor in accordance with Section 1.02. In connection with the payment of the Purchase Price for any Transferred Receivables purchased hereunder, Buyer may request that Transferor deliver, and Transferor shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.
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