PURCHASE AGREEMENT BETWEEN ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC as Buyer AND ALLIANCE LAUNDRY SYSTEMS LLC, as Seller DATED AS OF JUNE 28, 2005Purchase Agreement • August 10th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
PURCHASE AGREEMENT, dated as of June 28, 2005, between ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Buyer”), and ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company individually, and as Servicer (in its individual capacity, “ALS,” or “Seller” and collectively with all Subsidiaries of ALS that become a Seller, the “Sellers”).
TRUST AGREEMENT BETWEEN ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC TRANSFEROR AND WILMINGTON TRUST COMPANY OWNER TRUSTEE DATED AS OF JUNE 14, 2005Trust Agreement • August 10th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
TRUST AGREEMENT, dated as of June 14, 2005 between Alliance Laundry Equipment Receivables 2005 LLC, a Delaware limited liability company, as Transferor, and Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee.
LIMITED LIABILITY COMPANY AGREEMENT OF ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC DATED AS OF JUNE 1, 2005Limited Liability Company Agreement • August 10th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 1, 2005 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by the sole Initial Member and the person specified in accordance with Section 1.7 who shall initially be Douglas K. Johnson, upon the occurrence of events specified herein, as Special Member. Capitalized terms used herein are defined in Appendix A attached hereto; capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Pooling and Servicing Agreement.
ADMINISTRATION AGREEMENT AMONG ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A AND ALLIANCE LAUNDRY SYSTEMS LLC AND THE BANK OF NEW YORK Dated as of June [ ], 2005Administration Agreement • August 10th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
ADMINISTRATION AGREEMENT, dated as of June [ ], 2005 among ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A, a Delaware statutory trust (the “Issuer”), ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company, as administrator (the “Administrator”), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
INSURANCE AND INDEMNITY AGREEMENT Dated as of June 28, 2005 AMBAC ASSURANCE CORPORATION as Insurer ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A as Issuer ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC as Seller ALLIANCE LAUNDRY SYSTEMS LLC and...Insurance and Indemnity Agreement • August 10th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
INSURANCE AND INDEMNITY AGREEMENT (as it may be amended, modified or supplemented from time to time, this “Insurance Agreement”), dated as of June 28, 2005, by and among AMBAC ASSURANCE CORPORATION, as Insurer (the “Insurer”), ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A, as Issuer (the “Issuer”), ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC, as Seller (the “Seller”), ALLIANCE LAUNDRY SYSTEMS LLC (“Alliance”), and THE BANK OF NEW YORK, as Indenture Trustee (the “Indenture Trustee”).
POOLING AND SERVICING AGREEMENT AMONG ALLIANCE LAUNDRY SYSTEMS LLC Servicer and Originator ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC Transferor AND ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A Issuer DATED AS OF JUNE 28, 2005Pooling and Servicing Agreement • August 10th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • Delaware
THIS POOLING AND SERVICING AGREEMENT (this “Agreement”) is made as of June 28, 2005, by and among ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“ALS” and, in its capacity as Originator and Servicer hereunder, the “Originator” and the “Servicer,” respectively), ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC, a Delaware limited liability company (“ALER” and, in its capacity as the Transferor hereunder, the “Transferor”), and ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A, a Delaware statutory trust (the “Issuer”).
NOTE PURCHASE AGREEMENT Dated as of June 28, 2005 among ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A, Issuer, ALLIANCE LAUNDRY SYSTEMS LLC, as the Servicer, ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC, as the Transferor, THE NOTE PURCHASERS...Note Purchase Agreement • August 10th, 2005 • Alliance Laundry Systems LLC • Wholesale-machinery, equipment & supplies • New York
NOTE PURCHASE AGREEMENT, dated as of June 28, 2005, by and among ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2005-A, a Delaware statutory trust (together with its successors and assigns, the “Issuer”), ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability company (“ALS”), individually and as the Servicer, ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES 2005 LLC, a Delaware limited liability company (“Alliance Equipment Receivables”), as the Transferor (the “Transferor”), the NOTE PURCHASERS (as hereinafter defined) from time to time party hereto, the AGENTS for the Purchaser Groups from time to time party hereto (each such party, together with their respective successors in such capacity, an “Agent”), and IXIS FINANCIAL PRODUCTS INC. (“IXIS”), as administrative agent for the Note Purchasers (the “Administrative Agent”).
