Exhibit 4.2


 


Execution Copy


 




 





 


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2009-1,


as Issuer,


 


 


and


 


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


not in its individual capacity but solely in its capacity


as Indenture Trustee


 


 






 


 


INDENTURE


 


Dated as of May 1, 2009


 


 






 


 


Motorcycle Contract Backed Notes


 




 





 

















 


CROSS-REFERENCE TABLE


 


	
  TIA

  	
   

  	
   

  	
  Indenture

  
	
  Section

  	
   

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
   

  	
  6.11

  
	
  (a)(2)

  	
   

  	
   

  	
  6.11

  
	
  (a)(3)

  	
   

  	
   

  	
  6.10

  
	
  (a)(4)

  	
   

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
   

  	
  6.11

  
	
  (b)

  	
   

  	
   

  	
  6.08;
  6.11; 11.04

  
	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
   

  	
  6.13

  
	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
   

  	
  7.01;
  7.02

  
	
  (b)

  	
   

  	
   

  	
  7.02

  
	
  (c)

  	
   

  	
   

  	
  7.02

  
	
  313(a)

  	
   

  	
   

  	
  7.04

  
	
  (b)

  	
   

  	
   

  	
  7.04

  
	
  (c)

  	
   

  	
   

  	
  7.04

  
	
  (d)

  	
   

  	
   

  	
  7.04

  
	
  314(a)

  	
   

  	
   

  	
  7.03

  
	
  (b)

  	
   

  	
   

  	
  3.06

  
	
  (c)(1)

  	
   

  	
   

  	
  2.02;
  6.02; 11.01

  
	
  (c)(2)

  	
   

  	
   

  	
  11.01

  
	
  (c)(3)

  	
   

  	
   

  	
  11.01

  
	
  (d)

  	
   

  	
   

  	
  11.01

  
	
  (e)

  	
   

  	
   

  	
  11.01

  
	
  (f)

  	
   

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
   

  	
  6.01

  
	
  (b)

  	
   

  	
   

  	
  6.05

  
	
  (c)

  	
   

  	
   

  	
  6.01

  
	
  (d)

  	
   

  	
   

  	
  5.12;
  6.01

  
	
  (e)

  	
   

  	
   

  	
  5.14

  
	
  316(a)(1)(A)

  	
   

  	
   

  	
  5.12

  
	
  (a)(1)(B)

  	
   

  	
   

  	
  5.02

  
	
  (a)(2)

  	
   

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  317(a)

  	
   

  	
   

  	
  5.03;
  5.04

  
	
  (b)

  	
   

  	
   

  	
  3.03

  
	
  318(a)

  	
   

  	
   

  	
  11.18

  



 






*           N.A. means Not
Applicable


*           This
Cross-Reference Table shall not, for any purpose, be deemed to be a part of the
Indenture.


 


i

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND
  INCORPORATION BY REFERENCE

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.01.

  	
  DEFINITIONS

  	
  2

  
	
  SECTION 1.02.

  	
  INCORPORATION BY REFERENCE OF TRUST INDENTURE
  ACT

  	
  8

  
	
  SECTION 1.03.

  	
  RULES OF CONSTRUCTION

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE NOTES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  FORM

  	
  9

  
	
  SECTION 2.02.

  	
  EXECUTION, AUTHENTICATION AND DELIVERY

  	
  9

  
	
  SECTION 2.03.

  	
  TEMPORARY NOTES

  	
  10

  
	
  SECTION 2.04.

  	
  REGISTRATION; REGISTRATION OF TRANSFER AND
  EXCHANGE

  	
  10

  
	
  SECTION 2.05.

  	
  MUTILATED, DESTROYED, LOST OR STOLEN NOTES

  	
  12

  
	
  SECTION 2.06.

  	
  PERSONS DEEMED OWNER

  	
  13

  
	
  SECTION 2.07.

  	
  PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED
  INTEREST

  	
  13

  
	
  SECTION 2.08.

  	
  CANCELLATION

  	
  13

  
	
  SECTION 2.09.

  	
  BOOK-ENTRY NOTES

  	
  14

  
	
  SECTION 2.10.

  	
  NOTICES TO CLEARING AGENCY

  	
  14

  
	
  SECTION 2.11.

  	
  DEFINITIVE NOTES

  	
  14

  
	
  SECTION 2.12.

  	
  RELEASE OF COLLATERAL

  	
  15

  
	
  SECTION 2.13.

  	
  TAX TREATMENT

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
  15

  
	
   

  	
   

  
	
  SECTION 3.01.

  	
  PAYMENT OF PRINCIPAL AND INTEREST

  	
  15

  
	
  SECTION 3.02.

  	
  MAINTENANCE OF OFFICE OR AGENCY

  	
  16

  
	
  SECTION 3.03.

  	
  MONEY FOR PAYMENTS TO BE HELD IN TRUST

  	
  16

  
	
  SECTION 3.04.

  	
  EXISTENCE

  	
  17

  
	
  SECTION 3.05.

  	
  PROTECTION OF COLLATERAL

  	
  17

  
	
  SECTION 3.06.

  	
  OPINIONS AS TO COLLATERAL

  	
  18

  
	
  SECTION 3.07.

  	
  PERFORMANCE OF OBLIGATIONS; SERVICING OF
  CONTRACTS

  	
  18

  
	
  SECTION 3.08.

  	
  NEGATIVE COVENANTS

  	
  19

  
	
  SECTION 3.09.

  	
  ANNUAL STATEMENT AS TO COMPLIANCE

  	
  19

  
	
  SECTION 3.10.

  	
  ISSUER MAY CONSOLIDATE, ETC. ONLY ON
  CERTAIN TERMS

  	
  20

  
	
  SECTION 3.11.

  	
  SUCCESSOR OR TRANSFEREE

  	
  21

  
	
  SECTION 3.12.

  	
  NO OTHER BUSINESS

  	
  21

  
	
  SECTION 3.13.

  	
  NO BORROWING

  	
  21

  
	
  SECTION 3.14.

  	
  SERVICER’S OBLIGATIONS

  	
  22

  
	
  SECTION 3.15.

  	
  GUARANTEES, LOANS ADVANCES AND OTHER
  LIABILITIES

  	
  22

  
	
  SECTION 3.16.

  	
  CAPITAL EXPENDITURES

  	
  22

  
	
  SECTION 3.17.

  	
  RESTRICTED PAYMENTS

  	
  22

  
	
  SECTION 3.18.

  	
  NOTICE OF EVENTS OF DEFAULT

  	
  22

  
	
  SECTION 3.19.

  	
  FURTHER INSTRUMENTS AND ACTS

  	
  22

  



 


ii

















 


	
  SECTION 3.20.

  	
  COMPLIANCE WITH LAWS

  	
  22

  
	
  SECTION 3.21.

  	
  AMENDMENTS OF SALE AND SERVICING AGREEMENT
  AND TRUST AGREEMENT

  	
  22

  
	
  SECTION 3.22.

  	
  REMOVAL OF ADMINISTRATOR

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
  23

  
	
   

  	
   

  
	
  SECTION 4.01.

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
  23

  
	
  SECTION 4.02.

  	
  APPLICATION OF TRUST MONEY

  	
  24

  
	
  SECTION 4.03.

  	
  REPAYMENT OF MONEYS HELD BY PAYING AGENT

  	
  24

  
	
  SECTION 4.04.

  	
  RELEASE OF COLLATERAL

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  EVENTS OF DEFAULT

  	
  24

  
	
  SECTION 5.02.

  	
  RIGHTS UPON EVENT OF DEFAULT

  	
  25

  
	
  SECTION 5.03.

  	
  COLLECTION OF INDEBTEDNESS AND SUITS FOR
  ENFORCEMENT BY INDENTURE TRUSTEE; AUTHORITY OF INDENTURE TRUSTEE

  	
  25

  
	
  SECTION 5.04.

  	
  REMEDIES

  	
  27

  
	
  SECTION 5.05.

  	
  OPTIONAL PRESERVATION OF THE CONTRACTS

  	
  28

  
	
  SECTION 5.06.

  	
  PRIORITIES

  	
  28

  
	
  SECTION 5.07.

  	
  LIMITATION OF SUITS

  	
  28

  
	
  SECTION 5.08. 

  	
  UNCONDITIONAL
  RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST

  	
  29

  
	
  SECTION 5.09.

  	
  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.

  	
  ACTION ON NOTES

  	
  31

  
	
  SECTION 5.17.

  	
  PERFORMANCE AND ENFORCEMENT OF CERTAIN
  OBLIGATIONS

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE INDENTURE TRUSTEE

  	
  32

  
	
   

  	
   

  
	
  SECTION 6.01.

  	
  DUTIES OF INDENTURE TRUSTEE

  	
  32

  
	
  SECTION 6.02.

  	
  RIGHTS OF INDENTURE TRUSTEE

  	
  33

  
	
  SECTION 6.03.

  	
  INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE

  	
  34

  
	
  SECTION 6.04.

  	
  INDENTURE TRUSTEE’S DISCLAIMER

  	
  34

  
	
  SECTION 6.05.

  	
  NOTICE OF DEFAULTS

  	
  34

  
	
  SECTION 6.06.

  	
  REPORTS BY INDENTURE TRUSTEE TO HOLDERS

  	
  34

  
	
  SECTION 6.07.

  	
  COMPENSATION AND INDEMNITY

  	
  34

  
	
  SECTION 6.08.

  	
  REPLACEMENT OF INDENTURE TRUSTEE

  	
  35

  
	
  SECTION 6.09.

  	
  SUCCESSOR INDENTURE TRUSTEE BY MERGER

  	
  36

  
	
  SECTION 6.10.

  	
  APPOINTMENT OF CO-INDENTURE TRUSTEE OR
  SEPARATE INDENTURE TRUSTEE

  	
  36

  
	
  SECTION 6.11.

  	
  ELIGIBILITY

  	
  37

  
	
  SECTION 6.12.

  	
  PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT
  LICENSES

  	
  38

  
	
  SECTION 6.13.

  	
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
  ISSUER

  	
  38

  



 


iii

















 


	
  SECTION 6.14.

  	
  REPRESENTATIONS AND WARRANTIES OF INDENTURE
  TRUSTEE

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTEHOLDERS’ LISTS AND
  REPORTS

  	
  39

  
	
   

  	
   

  
	
  SECTION 7.01. 

  	
  ISSUER TO FURNISH
  INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS

  	
  39

  
	
  SECTION 7.02.

  	
  PRESERVATION
  OF INFORMATION: COMMUNICATION TO NOTEHOLDERS

  	
  39

  
	
  SECTION 7.03.

  	
  REPORTS BY ISSUER

  	
  40

  
	
  SECTION 7.04.

  	
  REPORTS BY INDENTURE TRUSTEE

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCOUNTS, DISBURSEMENTS
  AND RELEASES

  	
  40

  
	
   

  	
   

  
	
  SECTION 8.01.

  	
  COLLECTION OF MONEY

  	
  40

  
	
  SECTION 8.02.

  	
  TRUST ACCOUNTS

  	
  41

  
	
  SECTION 8.03.

  	
  GENERAL PROVISIONS REGARDING ACCOUNTS

  	
  41

  
	
  SECTION 8.04.

  	
  RELEASE OF COLLATERAL

  	
  42

  
	
  SECTION 8.05.

  	
  OPINION OF COUNSEL

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
  42

  
	
   

  	
   

  
	
  SECTION 9.01.

  	
  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
  NOTEHOLDERS

  	
  42

  
	
  SECTION 9.02.

  	
  SUPPLEMENTAL INDENTURES WITH CONSENT OF
  NOTEHOLDERS

  	
  43

  
	
  SECTION 9.03.

  	
  EXECUTION OF SUPPLEMENTAL INDENTURES

  	
  45

  
	
  SECTION 9.04.

  	
  EFFECT OF SUPPLEMENTAL INDENTURE

  	
  45

  
	
  SECTION 9.05.

  	
  CONFORMITY WITH TRUST INDENTURE ACT

  	
  45

  
	
  SECTION 9.06.

  	
  REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF NOTES

  	
  45

  
	
   

  	
   

  
	
  SECTION 10.01.

  	
  REDEMPTION

  	
  45

  
	
  SECTION 10.02.

  	
  FORM OF REDEMPTION NOTICE

  	
  46

  
	
  SECTION 10.03.

  	
  NOTES PAYABLE ON REDEMPTION DATE

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
  46

  
	
   

  	
   

  
	
  SECTION 11.01.

  	
  COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

  	
  46

  
	
  SECTION 11.02.

  	
  FORM OF DOCUMENTS DELIVERED TO INDENTURE
  TRUSTEE

  	
  48

  
	
  SECTION 11.03.

  	
  ACTS OF NOTEHOLDERS.

  	
  49

  
	
  SECTION 11.04.

  	
  NOTICES

  	
  49

  
	
  SECTION 11.05.

  	
  NOTICES TO NOTEHOLDERS; WAIVER

  	
  49

  
	
  SECTION 11.06.

  	
  ALTERNATE PAYMENT AND NOTICE PROVISIONS

  	
  50

  
	
  SECTION 11.07.

  	
  EFFECT OF HEADINGS AND TABLE OF CONTENTS

  	
  50

  
	
  SECTION 11.08.

  	
  SUCCESSORS AND ASSIGNS

  	
  50

  
	
  SECTION 11.09.

  	
  SEPARABILITY

  	
  50

  
	
  SECTION 11.10.

  	
  BENEFITS OF INDENTURE

  	
  50

  
	
  SECTION 11.11.

  	
  LEGAL HOLIDAYS

  	
  50

  



 


iv

















 


	
  SECTION 11.12.

  	
  GOVERNING
  LAW

  	
  50

  
	
  SECTION 11.13.

  	
  COUNTERPARTS

  	
  51

  
	
  SECTION 11.14.

  	
  RECORDING
  OF INDENTURE

  	
  51

  
	
  SECTION 11.15.

  	
  TRUST
  OBLIGATION

  	
  51

  
	
  SECTION 11.16.

  	
  NO
  PETITION

  	
  51

  
	
  SECTION 11.17.

  	
  INSPECTION

  	
  51

  
	
  SECTION 11.18.

  	
  CONFLICT
  WITH TRUST INDENTURE ACT

  	
  52

  
	
  SECTION 11.19.

  	
  DISCLAIMER
  AND SUBORDINATION

  	
  52

  



 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1
  -

  	
  Form of
  Class A-1 Note

  	
  A-1-1

  
	
  Exhibit A-2
  -

  	
  Form of
  Class A-2 Note

  	
  A-2-1

  
	
  Exhibit A-3
  -

  	
  Form of
  Class A-3 Note

  	
  A-3-1

  
	
  Exhibit A-4
  -

  	
  Form of
  Class A-4 Note

  	
  A-4-1

  
	
  Exhibit B
  -

  	
  Form of
  Assignment

  	
  B-1

  
	
  Exhibit C
  -

  	
  Form of
  Note Depository Agreement

  	
  C-1

  
				



 


v

















 


INDENTURE


 


Indenture,
dated as of May 1, 2009 (this “Indenture”), between Harley-Davidson
Motorcycle Trust 2009-1, a Delaware statutory trust (the “Issuer”) and The Bank
of New York Mellon Trust Company, N.A., in its capacity as indenture trustee
(the “Indenture Trustee”) and not in its individual capacity.


 


Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Issuer’s Notes.


 


GRANTING CLAUSE


 


The
Issuer hereby grants, transfers, assigns and otherwise conveys to the Indenture
Trustee on the Closing Date, on behalf of and for the benefit of the Holders of
the Notes, without recourse, all of the Issuer’s right, title and interest
(exclusive of the amount, if any, allocable to any rebatable insurance premium
financed by any Contract) in, to and under: (i) the Contracts secured by
the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain
monies due under the Contracts after the Cutoff Date, including, without
limitation, all payments of principal and interest with respect to any Motorcycles
to which a Contract relates received after the Cutoff Date and all other
proceeds received on or in respect of such Contracts (other than payments of
principal and interest due on or prior to the Cutoff Date); (iii) security
interests in the Motorcycles; (iv) amounts on deposit in the Collection
Account, the Note Distribution Account and the Reserve Fund, including all
Eligible Investments therein and all income from the investment of funds
therein and all proceeds therefrom; (v) proceeds from claims under certain
insurance policies, debt insurance policies or debt cancellation agreements in
respect of individual Motorcycles or obligors under the Contracts; (vi) its
rights under the Sale and Servicing Agreement; (vii) the protective
security interest in certain of the above-described property granted by the
Trust Depositor in favor of the Issuer; (viii) all present and future
claims, demands, causes of and choses in action in respect of any or all of the
foregoing; (ix) all rights to certain rebates of premiums and other
amounts relating to insurance policies, debt cancellation agreements, extended
service contracts or other repair agreements and other items financed under
such Contracts, and (x) 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 of other
liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, 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 (as each such defined term is defined in Section 1.01)
(collectively, the “Collateral”).


 


The
foregoing Grant is made in trust to secure the payment of principal of and
interest on, and any other amounts owing in respect of, the Notes, equally and
ratably without prejudice, priority or distinction, and all other sums owing by
the Issuer hereunder or under any other Transaction Document, and to secure
compliance with the provisions of this Indenture, all as provided in this Indenture.


 


The
Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trust under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties required
in this Indenture in accordance with its terms and the terms of the other
Transaction Documents to which it is a party.


 

















 


ARTICLE
ONE


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.01.        Definitions.


 


Except as otherwise
specified herein or as the context may otherwise require, capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto
in the Sale and Servicing Agreement and the following terms have the respective
meanings set forth below for all purposes of this Indenture.


 


“Act” shall have the meaning specified in Section 11.03(a).


 


“Administration
Agreement” means the Administration Agreement, dated as of the
date hereof, among the Administrator, the Issuer, the Trust Depositor and the
Indenture Trustee.


 


“Administrator” means
Harley-Davidson Credit Corp. or any successor Administrator under the
Administration Agreement.


 


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


 


“Authorized
Officer” means, with respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter) and, so
long as the Administration Agreement is in effect, any Vice President or more
senior officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer and to be acted upon by the
Administrator pursuant to the Administration Agreement and who is identified on
the list of Authorized Officers delivered by the Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).


 


“Book
Entry Notes” means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.09.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which
banking institutions in  the city of Chicago,
Illinois, Wilmington, Delaware or New York, New York are authorized or
obligated by law, executive order or governmental decree to be closed.


 


“Class” means all
Notes whose form is identical except for variation in denomination, principal
amount or owner.


 


“Class A-1
Final Distribution Date” has the meaning set forth in the Sale and
Servicing Agreement.


 


“Class A-1
Notes” means the Class A-1 Notes, substantially in the form of Exhibit A-1.


 


“Class A-1
Rate” has the meaning set forth in the Sale and Servicing Agreement.


 


2

















 


“Class A-2
Final Distribution Date” has the meaning set forth in the Sale and
Servicing Agreement.


 


“Class A-2
Notes” means the Class A-2 Notes, substantially in the form of Exhibit A-2.


 


“Class A-2
Rate” has the meaning set forth in the Sale and Servicing Agreement.


 


“Class A-3
Final Distribution Date” has the meaning set forth in the Sale and
Servicing Agreement.


 


“Class A-3
Notes” means the Class A-3 Notes , substantially in the form of Exhibit A-3.


 


“Class A-3
Rate” has the meaning set forth in the Sale and Servicing Agreement.


 


 “Class A-4 Final Distribution Date” has the
meaning set forth in the Sale and Servicing Agreement.


 


“Class A-4
Notes” means the Class A-4 Notes, substantially in the form of Exhibit A-4.


 


“Class A-4
Rate” has the meaning set forth in the Sale and Servicing Agreement.


 


“Clearing
Agency” means an organization registered as a “clearing agency” pursuant to Section 17A
of the Exchange Act.


 


“Clearing
Agency Participant” means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.


 


“Closing Date” has the meaning set forth in the Sale and
Servicing Agreement.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Collateral” means the Collateral Granted to the Indenture
Trustee under this Indenture, including all proceeds thereof.


 


“Commission” means the Securities and Exchange Commission.


 


“Corporate
Trust Office” means the office of the Indenture Trustee at which
at any particular time its corporate trusts business shall be administered
which office at date of the execution of this Indenture is located at 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate
Trust Administration; or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Issuer, or the
principal corporate trust office of any successor Indenture Trustee (the
address of which the successor Indenture Trustee will notify the Noteholders
and the Issuer).


 


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


 


“Definitive Notes” shall have the meaning
specified in Section 2.09.


 


“Distribution
Date” has the meaning set forth in the Sale and Servicing Agreement.


 


3

















 


“DTC” means The Depository Trust Company, and its
successors and assigns.


 


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


 


“Event of Default” shall have the meaning
specified in Section 5.01.


 


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


 


“Executive
Officer” means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation; and with respect to any partnership, any general partner
thereof.


 


“Grant” means
mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
assign, transfer, create and grant a lien upon and a security interest in and
right of set-off against, deposit, set over and confirm pursuant to this
Indenture.  A Grant of the Collateral or
of any other agreement or instrument shall include all rights, powers and
options (but none of the obligations) of the granting party thereunder,
including the immediate and continuing right to claim for, collect, receive and
give receipt for principal and interest payments in respect of the Collateral
and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the granting party or otherwise
and generally to do and receive anything that the granting party is or may be
entitled to do or receive thereunder or with respect thereto.


 


“Harley-Davidson
Credit” means Harley-Davidson Credit Corp., and its successors and assigns.


 


“Holder” or “Noteholder” or “Note Owner”
means, with respect to a Book-Entry Note, the Person who is the owner of such
Book-Entry Note, as reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency (directly as
a Clearing Agency participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency) and with respect to a
Definitive Note the Person in whose name a Note is registered on the Note
Register.


 


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


 


“Indenture” means this
Indenture, as amended or supplemented from time to time.


 


4
















 


“Indenture Securities” means the Notes.


 


“Indenture Security Holder” means a Noteholder.


 


“Indenture
Trustee” means The Bank of New York Mellon Trust Company,
N.A., as Indenture Trustee under this Indenture, or any successor Indenture
Trustee under this Indenture.


 


“Independent” means, when
used with respect to any specified Person, that the Person (i) is in fact
independent of the Issuer, any other obligor upon the Notes, the Trust
Depositor, the Seller and any of their respective Affiliates, (ii) does not
have any direct financial interest or any material indirect financial interest
in the Issuer, any such other obligor, the Seller or any of their respective
Affiliates, and (iii) is not connected with the Issuer, any such other
obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.


 


“Independent
Certificate” means a certificate or opinion to be delivered to
the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable care, and such opinion
or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is
Independent within the meaning thereof.


 


“Interest
Rate” means the Class A-1 Rate, the Class A-2 Rate, the Class A-3
Rate and/or the Class A-4 Rate, as applicable.


 


“Issuer” means
Harley-Davidson Motorcycle Trust 2009-1 until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the Notes.


 


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


 


“Note” means, as the context requires, a Class A-1
Note, a Class A-2 Note, a Class A-3 Note or a Class A-4 Note.


 


“Note
Depository Agreement” means one or more agreements dated as of the
Closing Date, between the Issuer and DTC, as the initial Clearing Agency,
relating to the Notes, substantially in the form of Exhibit C
hereto.


 


“Note
Register” and “Note Registrar” have
the respective meanings specified in Section 2.04.


 


“Officer’s
Certificate” means a certificate signed by any Authorized Officer
of the Issuer, under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01, and delivered to, the
Indenture Trustee.  Unless otherwise
specified, any reference in this Indenture to an Officer’s Certificate shall be
to an Officer’s Certificate of any Authorized Officer of the Issuer.


 


“Opinion
of Counsel” means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be employees of
or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee
and which shall comply with any applicable 


 


5

















 


requirements
of Section 11.01, and shall be in form and substance satisfactory to the
Indenture Trustee.


 


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


 


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


 


(ii)           Notes or portions thereof the payment
for which money in the necessary amount has been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision for such notice has been made, satisfactory to the Indenture Trustee,
has been made); and


 


(iii)          Notes in exchange for or in lieu of
other Notes which have been authenticated and delivered pursuant to this
Indenture unless proof satisfactory to the Indenture Trustee is presented that
any such Notes are held by a protected purchaser, within the meaning of
§ 8-303 of the UCC;


 


provided, however, that in
determining whether the Holders of the requisite Outstanding Amount have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder or under any other Transaction Document, Notes owned by the Issuer,
any other obligor upon the Notes, the Trust Depositor, Harley-Davidson Credit
or any of their respective Affiliates shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Indenture Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that the Indenture Trustee knows to be so
owned shall be so disregarded.  Notes so
owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Indenture Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is
not the Issuer, any other obligor upon the Notes, the Trust Depositor,
Harley-Davidson Credit or any of their respective Affiliates.


 


“Outstanding
Amount” means the aggregate principal amount of all Notes of one Class or
of all Classes, as the case may be, Outstanding at the date of determination.


 


“Owner
Trustee” means Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee under the Trust Agreement, or
any successor trustee under the Trust Agreement.


 


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


 


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


 


6

















 


“Plan” means an
employee benefit plan, as defined in Section 3(3) of ERISA, that is
subject to Title I of ERISA or a plan, as defined in Section 4975(e)(1) of
the Code.


 


“Predecessor
Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and for the purpose of this definition, any Note authenticated
and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed
or stolen Note shall be deemed to evidence the same debt as the mutilated,
lost, destroyed or stolen Note.


 


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


 


“Rating Agency” means each of Moody’s and Standard &
Poor’s.


 


“Rating
Event” means the qualification, reduction or withdrawal by either Rating
Agency of its then-current rating of any Class of Notes.


 


“Record
Date” means, with respect to a Redemption Date, the close of business on the
last Business Day of the immediately preceding month and, with respect to a
Distribution Date, the close of business on the day immediately preceding such
date.


 


“Redemption
Date” means, in the case of a redemption of the Notes pursuant to Section 10.01(a) or
a payment to Noteholders pursuant to Section 10.01(b), the Distribution
Date specified by the Servicer or the Issuer pursuant to Section 10.01(a) or
10.01(b), as the case may be.


 


“Redemption
Date Amount” means (i) in the case of a redemption of the
Notes pursuant to Section 10.01(a), an amount equal to the unpaid
principal amount of the Notes redeemed plus accrued and unpaid interest thereon
at the weighted average of the Interest Rate for each Class of Notes being
so redeemed to but excluding the Redemption Date, or (ii) in the case of a
payment made to Noteholders pursuant to Section 10.01(b), the amount on
deposit in the Note Distribution Account, but not in excess of the amount
specified in clause (i) above.


 


“Registered
Holder” means the Person in whose name a Note is registered on the Note
Register on the applicable Record Date.


 


“Responsible
Officer” means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office (or any successor group of the
Indenture Trustee), including any Vice President, assistant secretary or other
officer or assistant officer of the Indenture Trustee customarily performing functions
similar to those performed by the people who at such time shall be officers,
respectively, or to whom any corporate trust matter is referred at the
Corporate Trust Office of the Indenture Trustee because of his knowledge of and
familiarity with the particular subject.


 


“Sale
and Servicing Agreement” means the Sale and Servicing Agreement,
dated as of the date hereof, among the Issuer, the Trust Depositor, the
Indenture Trustee and the Servicer.


 


“Seller” means
Harley-Davidson Credit, in its capacity as Seller under the Transfer and Sale
Agreement, and any successors and assigns.


 


“Servicer”
means Harley-Davidson Credit, in its capacity as Servicer under the
Sale and Servicing Agreement, and any Successor Servicer thereunder.


 


7

















 


“Similar
Law” means any foreign, federal, state or local law with provisions
substantially similar to Title I of ERISA or Section 4975 of the Code.


 


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


 


“Termination
Date” means the date on which the Indenture Trustee shall have received
payment and performance of all amounts and obligations which the Issuer may owe
to or on behalf of the Indenture Trustee for the benefit of the Noteholders
under this Indenture or the Notes.


 


“Trust
Depositor” shall mean Harley-Davidson Customer Funding Corp.,
in its capacity as trust depositor under the Sale and Servicing Agreement.


 


“Trust
Indenture Act” or “TIA” means the
Trust Indenture Act of 1939, as amended.


 


“UCC” means the
Uniform Commercial Code as in effect on the date hereof and from time to time
in the State of Illinois, provided, that if by reason of mandatory provisions
of law, the perfection or the effect of perfection or non-perfection or
priority of the security interests in any collateral or the availability of any
remedy hereunder is governed by the Uniform Commercial Code as in effect on or
after the date hereof in any other jurisdiction, “UCC”
means the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection or priority or availability of such remedy.


 


“United States” means the United States of America.


 


Section 1.02.        Incorporation
by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of
this Indenture.  The following TIA terms
used in this Indenture have the following meanings:


 


“Commission” means the Securities and Exchange Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee”
means the Indenture Trustee.


 


“obligor” on the
indenture securities means the Issuer and any other obligor on the indenture
securities.


 


All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule have the
meaning assigned to them by such definitions.


 


Section 1.03.        Rules of
Construction. 
Unless the context otherwise requires:


 


(i)            a term has the meaning assigned to
it;


 


(ii)           an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted
accounting principles as in effect from time to time;


 


8

















 


(iii)          “or” is not
exclusive;


 


(iv)          “including”
means including without limitation;


 


(v)           words in the singular include the
plural and words in the plural include the singular;


 


(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 from time to
time amended, modified or supplemented and includes (in the case of agreements
or instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns; and


 


(vii)         the words “hereof,”
“herein” and “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; Section and
subsection references contained in this Indenture are references to Sections
and subsections in or to this Indenture unless otherwise specified.


 


ARTICLE
TWO



THE NOTES


 


Section 2.01.        Form.  The Notes, in each case together with the
Indenture Trustee’s certificate of authentication, shall be in substantially
the forms set forth as Exhibits to this Indenture 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 Notes, as
evidenced by their execution of the Notes. 
Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.


 


Each
Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibits
hereto are part of the terms of this Indenture.


 


Section 2.02.        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.  Notes 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 such Notes or did not hold such offices at the date of such Notes.


 


The
Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and
deliver the Notes for original issue in the Classes and aggregate principal
amounts as set forth below:


 


	
  Class

  	
   

  	
  Aggregate Principal Amount

  	
   

  
	
  Class A-1

  	
   

  	
  $

  	
  111,000,000

  	
   

  
	
  Class A-2

  	
   

  	
  $

  	
  153,000,000

  	
   

  
	
  Class A-3

  	
   

  	
  $

  	
  176,000,000

  	
   

  
	
  Class A-4

  	
   

  	
  $

  	
  60,000,00

  	
   

  



 


9

















 


The
aggregate principal amount of such Classes of Notes Outstanding at any time may
not exceed such respective amounts, except as otherwise provided in Section 2.05.


 


Each
Note shall be dated the date of its authentication.  The Notes shall be issuable as registered
Notes in the minimum denomination of $100,000 and in integral multiples of
$1,000 in excess thereof.


 


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


 


Section 2.03.        Temporary
Notes.  Pending the
preparation of Book-Entry Notes or Definitive Notes, the Issuer may execute,
and upon receipt of an Issuer Order the Indenture Trustee shall authenticate
and deliver, temporary Notes that are printed, lithographed, typewritten,
mimeographed or otherwise produced, of the tenor of the definitive Notes in
lieu of which they are issued and with such variations not inconsistent with
the terms of this Indenture as the officers executing such Notes may determine,
as evidenced by their execution of such Notes.


 


If
temporary Notes are issued, the Issuer will cause Book-Entry Notes or
Definitive Notes to be prepared without unreasonable delay.  After the preparation of Book-Entry Notes or
Definitive Notes, the temporary Notes shall be exchangeable for Book-Entry
Notes or Definitive Notes upon surrender of the temporary Notes at the office
or agency of the Issuer to be maintained as provided in Section 3.02,
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like tenor and principal amount of definitive Notes of authorized
denominations.  Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Book-Entry Notes or Definitive Notes.


 


Section 2.04.        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, the Note Registrar shall provide for the registration of Notes
and the registration of transfers of Notes. 
The Indenture Trustee shall be “Note Registrar” for the purpose of
registering Notes and transfers of Notes as herein provided.  Upon any resignation 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.


 


If
a Person other than the Indenture Trustee is appointed by the Issuer as Note
Registrar, the Issuer will give the Indenture Trustee 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 Indenture Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Indenture Trustee shall have the right to 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 the amounts and number of such Notes.


 


Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.02, the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denominations, of a like aggregate principal amount.


 


10

















 


At
the option of the Holder, Notes may be exchanged for other Notes of the same Class in
any authorized denominations, of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for
exchange, the Issuer shall execute, and the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, the
Notes which the Noteholder making the exchange is entitled to receive.


 


All
Notes issued upon any registration of transfer or exchange of Notes shall be
the valid obligations of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Notes surrendered upon such
registration of transfer or exchange.


 


Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder thereof or
such Holder’s attorney duly authorized in writing, with such signature
guaranteed by a commercial bank or trust company located, or having a
correspondent located in the city in which the Corporate Trust Office is
located, or by a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require.


 


No
service charge shall be made to a Holder for any registration of transfer or exchange
of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than
exchanges pursuant to Section 2.03 not involving any transfer.


 


Each
Person that acquires a Note or a beneficial interest in a Note shall be
required to represent, or in the case of a Book Entry Note, will be deemed to
represent by its acceptance of the Note, that (i) it is not, and is not
acquiring the Note on behalf of or with “plan assets” (as determined under
Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan,
or any employee benefit plan subject to Similar Law, or (ii) its
acquisition and holding of the Note or a beneficial interest in the Note do not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code, or any Similar Law.  Any transfer with respect to which the
representation in clause (i) or (ii) above is not true shall be void ab initio.


 


The
preceding provisions of this Section notwithstanding, the Issuer shall not
be required to make and the Note Registrar need not register transfers or
exchanges of Notes 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.


 


(i)            the Note Registrar and the Indenture
Trustee will be entitled to deal with the Clearing Agency for all purposes of
this Indenture (including the payment of principal of and interest on the Notes
and the giving of instructions or directions hereunder) as the sole holder of
the Notes, and shall have no obligation to the Noteholders;


 


(ii)           the rights of Noteholders will be
exercised only through the Clearing Agency and will be limited to those
established by law and agreements between such Noteholders and the Clearing
Agency and/or the Clearing Agency Participants pursuant to the Depository
Agreement;


 


(iii)          whenever this Indenture requires or
permits actions to be taken based upon instructions or directions of Holders of
Notes evidencing a specified percentage of the Outstanding Amount of the Notes,
the Clearing Agency will be deemed to represent such percentage only to the
extent that it has received instructions to such effect from Noteholders and/or
Clearing Agency 


 


11

















 


Participants
owning or representing, respectively, such required percentage of the
beneficial interest in the Notes and has delivered such instructions to the
Indenture Trustee; and


 


(iv)          without the consent of the Issuer and
the Indenture Trustee, no such Note may be transferred by the Depository except
to a successor Depository that agrees to hold such Note for the account of the
Owners or except upon the election of the Owner thereof or a subsequent
transferee to hold such Note in physical form.


 


Neither the Indenture
Trustee nor the Registrar shall have any responsibility to monitor or restrict
the transfer of beneficial ownership in any Note an interest in which is
transferable through the facilities of the Depository.


 


Section 2.05.        Mutilated,
Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered
to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, and (ii) there is delivered
to the Indenture Trustee such security or indemnity as may be required by them
to hold the Issuer and the Indenture Trustee harmless, then, in the absence of
notice to the Issuer, the Note Registrar or the Indenture Trustee that such
Note has been acquired by a protected purchaser, within the meaning of
§ 8-303 of the UCC, the Issuer shall execute and upon its request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
same Class and denomination; 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 pay such destroyed, lost
or stolen Note when so due or payable or upon the Redemption Date without
surrender thereof.  If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a protected purchaser,
within the meaning of § 8-303 of the UCC, of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note,
the Issuer, and the Indenture Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a
protected purchaser, within the meaning of § 8-303 of the UCC, 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
Indenture Trustee in connection therewith.


 


Upon
the issuance of any replacement Note under this Section, the Issuer or the
Indenture Trustee 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 Indenture Trustee or the Note Registrar) connected therewith.


 


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 any and all other Notes duly issued hereunder.


 


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 mutilated, destroyed, lost or stolen Notes.


 


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Section 2.06.        Persons
Deemed Owner. 
Prior to due presentment for registration of transfer of any Note, the
Issuer, the Indenture Trustee, and any of their respective agents may treat the
Person in whose name any Note is registered (as of the day of determination) as
the owner of such Note for the purpose of receiving payments of principal of
and interest, if any, on such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and none of the Issuer, the Indenture
Trustee nor any of their respective agents shall be affected by notice to the
contrary.


 


Section 2.07.        Payment
of Principal and Interest; Defaulted Interest.


 


(a)           Each Class of Notes shall accrue
interest at the related Interest Rate, and such interest shall be payable on
each Distribution Date as specified therein, subject to Section 3.01.  Any installment of interest or principal, if
any, payable on any Note which is punctually paid or duly provided for by the
Issuer on the applicable Distribution Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered on the Record
Date, by wire transfer in immediately available funds to the account designated
by such nominee and except for the final installment of principal payable with
respect to such Note on a Distribution Date or on the related Final Distribution
Date, as the case may be (and except for the Redemption Price for any Note
called for redemption pursuant to Section 10.01(a)), which shall be
payable as provided below.  The funds
represented by any such checks returned undelivered shall be held in accordance
with Section 3.03.


 


(b)           The principal of each Note shall be
payable on each Distribution Date to the extent provided in the form of the
related Note set forth as an Exhibit hereto.  Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not
previously paid, on the date on which the maturity of the Notes has been
accelerated in the manner provided in Section 5.02.  All principal payments on each Class of
Notes shall be made pro rata to the Noteholders of such Class entitled
thereto.  The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business
on the Record Date preceding the Distribution 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 within
five Business Days of receipt of notice of termination of the Trust pursuant to
Section 9.01(c) of the Trust Agreement 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. 
Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.02.


 


(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 applicable
Interest Rate in any lawful manner.  The
Issuer may pay such defaulted interest to the Persons who are Noteholders on a
subsequent special record date, which date shall be at least five Business Days
prior to the related 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 Indenture Trustee and each Noteholder a notice that states
the special record date, the payment date and the amount of defaulted interest
to be paid.


 


Section 2.08.        Cancellation.  All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any time deliver to the
Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee.  No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this 


 


13

















 


Section, except as expressly permitted by this
Indenture.  All cancelled Notes may be
held or disposed of by the Indenture 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 the Notes have not been previously
disposed of by the Indenture Trustee.


 


Section 2.09.        Book-Entry
Notes.


 


The Notes, upon original
issuance, will be issued in the form of a typewritten Note or Notes
representing the Book-Entry Notes, to be delivered to DTC, the initial
Depository, by, or on behalf of, the Issuer. 
Such Notes shall initially be registered on the Note Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Noteholder will receive a Definitive Note representing such Noteholder’s
interest in such Note, except as provided in Section 2.11.  Unless and until definitive, fully registered
Notes (the “Definitive Notes”) have been issued to Noteholders pursuant to Section 2.11:


 


(i)            the provisions of this Section shall
be in full force and effect;


 


(ii)           the Note Registrar and the Indenture
Trustee shall be entitled to deal with the Clearing Agency for all purposes of
this Indenture (including the payment of principal of and interest on the Notes
and the giving of instructions or directions hereunder) as the sole holder of
the Notes, and shall have no obligation to the Noteholders;


 


(iii)          to the extent that the provisions of
this Section conflict with any other provisions of this Indenture, the
provisions of this Section shall control;


 


(iv)          the rights of Noteholders shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Noteholders and the Clearing
Agency and/or the Clearing Agency Participants. 
Pursuant to the Note Depository Agreement, unless and until Definitive
Notes are issued pursuant to Section 2.11, the Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive and
transmit payments of principal of and interest on the Notes to such Clearing
Agency Participants; and


 


(v)           whenever this Indenture requires or
permits actions to be taken based upon instructions or directions of
Noteholders evidencing a specified percentage of the Outstanding Amount, the
Clearing Agency shall be deemed to represent such percentage only to the extent
that it has received instructions to such effect from Noteholders and/or
Clearing Agency Participants owning or representing, respectively, such
required percentage of the beneficial interest in the Notes and has delivered
such instructions to the Indenture Trustee.


 


Section 2.10.        Notices
to Clearing Agency. 
Whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Definitive Notes shall have been issued
to Noteholders pursuant to Section 2.11, the Indenture Trustee shall give
all such notices and communications specified herein to be given to Noteholders
of the Notes to the Clearing Agency, and shall have no obligation to the
Noteholders.


 


Section 2.11.        Definitive
Notes.  If (i)(A) the
Administrator advises the Indenture Trustee in writing that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities as
described in the applicable Note Depository Agreement, and (B) Indenture
Trustee or the Administrator is unable to locate a qualified successor, (ii) the
Administrator or the Owner 


 


14

















 


Trustee, as applicable, notifies the Clearing Agency of its
intent to terminate the book-entry system through the Clearing Agency and
requests a withdrawal of the Book-Entry Notes held by the Clearing Agency, and
after receipt by the Clearing Agency Participants of an important notice issued
by the Clearing Agency notifying the Clearing Agency Participants of such
withdrawal request, the Clearing Agency Participants holding beneficial
interests in the Book-Entry Notes agree to initiate such termination, or (iii) after
the occurrence of an Event of Default, the Required Holders advise the
Indenture Trustee and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of the related
Noteholders, then the Indenture Trustee shall notify all Noteholders of the
related Class or Classes of Notes, through the Clearing Agency, of the
occurrence of any such event and of the availability of Definitive Notes of the
related Class of Notes to Noteholders requesting the same.  Upon surrender to the Indenture Trustee of
the Note or Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency. 
None of the Issuer, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes of a
Class, the Indenture Trustee shall recognize the Noteholders of the Definitive
Notes as Noteholders hereunder.


 


The
Indenture Trustee shall not be liable if the Indenture Trustee or the
Administrator is unable to locate a qualified successor Clearing Agency.  The Definitive Notes 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 Notes, as evidenced by their execution of such Notes.


 


Section 2.12.        Release
of Collateral. 
Subject to Sections 4.04, 8.04 and 11.01 and the terms of the Transaction
Documents, the Indenture Trustee shall release property from the lien of this
Indenture only upon receipt of an Issuer Request accompanied by an Officer’s
Certificate.


 


Section 2.13.        Tax
Treatment. 
The Issuer and the purchasers of the Notes intend, and will take all
actions consistent with the intention, that the Notes be treated as
indebtedness for all federal, state, local, and foreign income and franchise
tax purposes.  The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of its Note agree
to treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.


 


ARTICLE
THREE


 


COVENANTS


 


Section 3.01.        Payment
of Principal and Interest.  The Issuer will duly and punctually pay the
principal of and interest, if any, on the Notes in accordance with the terms of
the Notes and this Indenture.  Without
limiting the foregoing, subject to Section 8.02(c), the Issuer and the
Indenture Trustee will cause to be deposited into the Note Distribution Account
amounts allocated pursuant to Section 7.05 of the Sale and Servicing
Agreement, and cause to be distributed all such amounts on a Distribution Date
as deposited therein (i) for the benefit of the Class A-1 Notes, to
the Class A-1 Noteholders, (ii) for the benefit of the Class A-2
Notes, to the Class A-2 Noteholders, (iii) for the benefit of the Class A-3
Notes, to the Class A-3 Noteholders, and (iv) for the benefit of the Class A-4
Notes, to the Class A-4 Noteholders. 
Amounts properly withheld under the Code by any Person from a payment to
any Noteholder of interest and/or principal shall be considered as having been
paid by the Issuer to such Noteholder for all purposes of this Indenture.


 


15
















 


Section 3.02.        Maintenance
of Office or Agency. 
The Issuer will maintain in Wilmington, Delaware, an office or agency
where Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served.  The Issuer
hereby initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes.  The Issuer will give
prompt written notice to the Indenture Trustee 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 Indenture 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 Indenture Trustee as its agent
to receive all such surrenders, notices and demands.


 


Section 3.03.        Money
for Payments to be Held in Trust.  As provided in Section 8.02, all
payments of amounts due and payable with respect to any Notes that are to be
made from amounts withdrawn from the Collection Account or the Note
Distribution Account pursuant to Section 8.02(b) and 8.03 shall be
made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from such accounts for payments of Notes
shall be paid over to the Issuer except as provided in this Section.


 


On
or before the Business Day immediately preceding each Distribution Date and
Redemption Date, the Issuer shall deposit or cause to be deposited in the Note
Distribution 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 Paying Agent is the Indenture
Trustee) shall promptly notify the Indenture Trustee of its action or failure
so to act.


 


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


 


(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;


 


(ii)           give the Indenture Trustee notice of
any default by the Issuer (or any other obligor upon the Notes) 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 Indenture Trustee, forthwith
pay to the Indenture Trustee all sums so held in trust by such Paying Agent;


 


(iv)          immediately resign as a Paying Agent
and forthwith pay to the Indenture Trustee all sums held by it in trust for the
payment of Notes if at any time it ceases to meet the standards required to be
met by a 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 any Notes
of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.


 


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 Paying Agent to pay to the 


 


16

















 


Indenture
Trustee all sums held in trust by such Paying Agent, such sums to be held by
the Indenture Trustee upon the same trusts as those upon which the sums were
held by such Paying Agent; and upon such payment by any Paying Agent to the
Indenture Trustee, such Paying Agent shall be released from all further
liability with respect to such money.


 


Subject
to applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two years after such
amount has become due and payable shall be discharged from such trust and upon
receipt of an Issuer Request shall be deposited by the Indenture 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, and
all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however,
that if such money or any portion thereof had been previously deposited by the
Issuer with the Indenture Trustee for the payment of principal or interest on
the Notes; and provided, further, that the
Indenture Trustee or such Paying Agent, before being required to make any such
repayment, may 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 or for the account of
the Issuer.  The Indenture Trustee may
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 Holders whose Notes have been called but not 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 Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).


 


Section 3.04.        Existence.  The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust 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,
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 Collateral.


 


Section 3.05.        Protection
of Collateral. 
The Issuer intends the security interest Granted pursuant to this
Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be
prior to all other liens in respect of the Collateral, and the Issuer shall
take all actions necessary to obtain and maintain, for the benefit of the
Indenture Trustee on behalf of the Noteholders, a first lien on and a first
priority, perfected security interest in the Collateral.  The Issuer will from time to time execute and
deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, all as prepared by the Servicer and delivered to the Issuer, and
will take such other action necessary or advisable to:


 


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


 


(ii)           maintain or preserve the lien and
security interest (and the priority thereof) 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;


 


17

















 


(iv)          enforce any of the Collateral;


 


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


 


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


 


The
Issuer shall file the financing statements on Form UCC1.  All financing statements filed or to be filed
against the Issuer in favor of the Indenture Trustee in connection herewith
describing the Collateral shall contain a statement to the following
effect:  “A purchase of or security
interest in any collateral described in this financing statement, except as
permitted in the Indenture, will violate the rights of the Secured Party.”  The Issuer hereby authorizes the Indenture
Trustee to file all continuation statements or other instruments required to be
executed pursuant to this Section and hereby designates the Indenture
Trustee its agent and attorney-in-fact for such purpose; provided,
however, that the Indenture Trustee
shall have no obligation to monitor or file any financing statements,
continuation statements, financing statement amendments or any other
instrument.


 


Section 3.06.        Opinions
as to Collateral.  On the Closing Date, the Issuer shall furnish to
the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion
of such counsel, either (i) all financing statements and continuation
statements have been executed and filed that are necessary to create and
continue the Indenture Trustee’s first priority perfected security interest in
the Collateral for the benefit of the Noteholders, and reciting the details of
such filings or (ii) no such action shall be necessary to perfect such
security interest.


 


Section 3.07.        Performance
of Obligations; Servicing of Contracts.


 


(a)           The Issuer will not take any action
and will use its best efforts not to permit any action to be taken by others
that would release any Person from any such Person’s material covenants or
obligations under any instrument or agreement included in the Collateral 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 expressly provided in the Transaction Documents or such
other instrument or agreement.


 


(b)           The Issuer may contract with other
Persons to assist it in performing its duties and obligations under this
Indenture, and any performance of such duties by a Person identified to the
Indenture Trustee in an Officer’s Certificate shall be deemed to be action
taken by the Issuer.  The Indenture
Trustee shall not be responsible for the action or inaction of the Servicer or
the Administrator.  Initially, the Issuer
has contracted with the Servicer and the Administrator to assist the Issuer in
performing its duties under this Indenture.


 


(c)           The Issuer will punctually perform
and observe all of its obligations and agreements contained in this Indenture,
the other Transaction Documents and in the instruments and agreements included
in the Collateral, including but not limited to filing or causing to be filed
all UCC financing statements and continuation statements required to be filed
by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and
therein.  Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Transaction Document or any provision thereof without the consent
of the Indenture Trustee or the Required Holders.


 


18

















 


(d)           If the Issuer shall have knowledge of
the occurrence of an Event of Termination, the Issuer shall promptly notify the
Indenture Trustee and each Rating Agency thereof.  Upon any termination of the Servicer’s rights
and powers pursuant to the Sale and Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee. 
As soon as a Successor Servicer is appointed, the Issuer shall notify
the Indenture Trustee and the Rating Agencies of such appointment, specifying
in such notice the name and address of such Successor Servicer.


 


(e)           The Issuer agrees that it will not
waive timely performance or observance by the Servicer or the Seller of their
respective duties under the Transaction Documents if the effect thereof would
adversely affect the Holders of the Notes.


 


Section 3.08.        Negative
Covenants. 
Until the Termination Date, the Issuer shall not:


 


(i)            except as expressly permitted by the
Transaction Documents, sell, transfer, exchange or otherwise dispose of any of
the properties or assets of the Issuer, including those included in the
Collateral, unless directed to do so by the Indenture Trustee;


 


(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
applicable state law) 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 Collateral;


 


(iii)          except as may be expressly permitted
hereby, (A)  permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenant; 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 Collateral 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, in each case on a
Motorcycle and arising solely as a result of an action or omission of the
related Obligor), (C) permit the lien created by this Indenture not to
constitute a valid first priority (other than with respect to any such tax,
mechanics’ or other lien) security interest in the Collateral, or (D) amend,
modify or fail to comply with the provisions of the Transaction Documents
without the prior written consent of the Indenture Trustee, except where the
Transaction Documents allow for amendment or modification without the consent
or approval of the Indenture Trustee;


 


(iv)          dissolve or liquidate in whole or in
part; or


 


(v)           change its name or state of
formation.


 


Section 3.09.        Annual
Statement as to Compliance.  The Issuer will deliver to the Indenture
Trustee, on or before March 31 of each year commencing March 31,
2010, an Officer’s Certificate stating, as to the Authorized Officer signing
such Officer’s Certificate, that:


 


(i)            a review of the activities of the
Issuer during the prior calendar year and of performance under this Indenture
has been made under such Authorized Officer’s supervision; and


 


(ii)           to the best of such Authorized
Officer’s knowledge, based on such review, the Issuer has complied with all
conditions and covenants under this Indenture throughout such year, or, if 


 


19

















 


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.


 


(a)           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 Person organized and existing under the laws of the United States or
any State and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form and substance satisfactory
to the Indenture Trustee, the due and punctual payment of the principal of and
interest on all Notes and the performance or observance of every agreement and
covenant of this Indenture and each other Transaction Document 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 or Event of Default 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 which shall be delivered to and shall be
satisfactory to the Indenture Trustee to the effect that such transaction will
not have any material adverse tax consequence to the Trust, any Noteholder or
any Certificateholder;


 


(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 Indenture Trustee an Officer’s Certificate and an Opinion
of Counsel (which shall describe the actions taken as required by clause (v) above
or that no such actions will be taken) each stating that such consolidation or
merger and such supplemental indenture comply with this Article Three and
that all conditions precedent herein provided for relating to such transaction
have been complied with; and


 


(vii)         the Person (if other
than the Issuer) formed by or surviving such consolidation or merger has a net
worth, immediately after such consolidation or merger, 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.


 


(b)           The Issuer shall not convey or
transfer all or substantially all of its properties or assets, including those
included in the Collateral, to any Person (except as expressly permitted by the
Transaction Documents), unless:


 


(i)            the Person that acquires by
conveyance or transfer the properties and assets of the Issuer shall (A) be
a United States citizen or a Person organized and existing under the laws of
the United States or any State, (B) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form
and substance satisfactory to the Indenture Trustee, the due and punctual
payment of the principal of and interest on all Notes and the performance or
observance of every agreement and covenant of this Indenture and each other
Transaction Document 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 


 


20

















 


be
subject and subordinate to the rights of Holders of the Notes 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 or Event of Default 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 which shall be delivered to and shall be satisfactory to the
Indenture Trustee to the effect that such transaction will not have any
material adverse tax consequence to the Trust, any Noteholder or any
Certificateholder;


 


(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
Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which
shall describe the actions taken as required by clause (v) above or that
no such actions will be taken) each stating that such conveyance or transfer
and such supplemental indenture comply with this Article Three and that
all conditions precedent herein provided for relating to such transaction have
been complied with (including any filings required by Exchange Act); and


 


(vii)         the Issuer 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.


 


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 same effect as if such Person has been named
as the Issuer herein.


 


(b)           Upon a conveyance or transfer of all
or substantially all the assets or 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 Indenture 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, selling and managing the Contracts in the manner
contemplated by this Indenture and the other Transaction 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
other Transaction Documents.  The
proceeds of the Notes shall be used exclusively to fund the Issuer’s purchase
of the Contracts and the 


 


21

















 


other assets specified in the Sale and Servicing Agreement,
to fund the Reserve Fund and to pay the transactional expenses of the Issuer.


 


Section 3.14.        Servicer’s
Obligations. 
The Issuer shall cause the Servicer to comply with Article Five and
Article Nine of its obligations under the Sale and Servicing Agreement.


 


Section 3.15.        Guarantees,
Loans Advances and Other Liabilities.  Except as otherwise contemplated by the
Transaction 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 assuming 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, any other interest in, or make
any capital contribution to, any other Person.


 


Section 3.16.        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 3.17.        Restricted
Payments. 
Except as permitted by the Transaction 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 the Owner Trustee or 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 or to the Servicer, (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, (A) distributions to the
Servicer, the Owner Trustee and the Certificateholder as contemplated by, and
to the extent funds are available for such purpose under, the Sale and
Servicing Agreement or the Trust Agreement and (B) payments to the
Indenture Trustee and the Owner Trustee pursuant to Section 1(a)(ii) of
the Administration Agreement.  The Issuer
will not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the other
Transaction Documents.


 


Section 3.18.        Notice
of Events of Default. 
The Issuer agrees to give the Indenture Trustee and each Rating Agency
prompt written notice of each Event of Default hereunder and an Event of
Termination under the Sale and Servicing Agreement.


 


Section 3.19.        Further
Instruments and Acts. 
Upon request of the Indenture Trustee, 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.        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 other Transaction Document.


 


Section 3.21.        Amendments
of Sale and Servicing Agreement and Trust Agreement.  The Issuer shall not agree to any amendment
to Section 11.01 of the Trust Agreement to eliminate the requirements
thereunder that the Indenture Trustee or the Holders of the Notes consent to
amendments thereto as provided therein.


 


22

















 


Section 3.22.        Removal
of Administrator. 
So long as any Notes are issued and outstanding, the Issuer shall not
remove the Administrator without cause unless the Rating Agency Condition shall
have been satisfied in connection with such removal.


 


ARTICLE
FOUR



SATISFACTION AND DISCHARGE


 


Section 4.01.        Satisfaction
and Discharge of Indenture.  This Indenture shall cease to be of further
effect with respect to the Notes except as to (i) rights of registration
of transfer and exchange, (ii) substitution of mutilated, destroyed, lost
or stolen Notes, (iii) rights of Noteholders to receive payments of  principal thereof and interest thereon, (iv) Sections
3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.12, 3.13, 3.20 and 3.21, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.07 and the
obligations of the Indenture Trustee under Section 4.02) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture 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)          either


 


(1)           all
Notes therefore 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 2.05 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 3.03) have been delivered to the Indenture Trustee for
cancellation;


 


(2)           all
Notes not theretofore delivered to the Indenture Trustee for cancellation


 


(i)            have become due and payable, or


 


(ii)           will become due and payable at their respective final
Distribution Dates within one year, or


 


(iii)          are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee for the giving of notice of
redemption by the Indenture Trustee in the name, and at the expense, of the
Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be irrevocably deposited with the Indenture
Trustee cash or direct obligations of or obligations guaranteed by the United
States (which will mature prior to the date such amounts are payable), in trust
in an Eligible Account for such purpose, in an amount sufficient to pay and
discharge the entire indebtedness on such Note not theretofore delivered to the
Indenture Trustee for cancellation when due to the final scheduled Distribution
Date (if Notes shall have been called for redemption pursuant to Section 10.01(a)),
as the case may be;


 


23

















 


(B)           the Issuer has paid
or performed or caused to be paid or performed all amounts and obligations
which the Issuer may owe to or on behalf of the Indenture Trustee for the
benefit of the Noteholders under this Indenture or the Notes; and


 


(C)           the Issuer has
delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of
Counsel and (if required by the TIA or the Indenture Trustee) an Independent
Certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.01(a) and, subject to Section 11.02,
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with and the
Rating Agency Condition has been satisfied.


 


Section 4.02.        Application
of Trust Money. 
All moneys deposited with the Indenture Trustee pursuant to Section 4.01
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 any
Paying Agent, as the Indenture Trustee may determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Indenture 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 or in the Sale and Servicing
Agreement or required by law.


 


Section 4.03.        Repayment
of Moneys Held by Paying Agent.  In connection with the satisfaction and
discharge of this Indenture with respect to the Notes, all moneys then held by
any Paying Agent other than the Indenture Trustee under the provisions of this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid
to the Indenture Trustee to be held and applied according to Section 3.03
and thereupon such Paying Agent shall be released from all further liability
with respect to such moneys.


 


Section 4.04.        Release
of Collateral. 
Subject to Section 11.01 and the terms of the Transaction
Documents, the Indenture Trustee shall release property from the lien of this
Indenture only upon receipt of an Issuer Request accompanied by an Officer’s
Certificate and an Opinion of Counsel and Independent Certificates in
accordance with TIA §§314(c) and 314(d)(1) or an Opinion of Counsel
in lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates.


 


ARTICLE
FIVE


 


REMEDIES


 


Section 5.01.        Events
of Default. 
“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 when the same becomes due and payable, and such default
shall continue for a period of five 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;


 


24

















 


(iii)          default in the observance or
performance of any covenant or agreement of the Issuer made in this Indenture
(other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section specifically dealt with) which
default has a material adverse effect on the Noteholders, or any representation
or warranty of the Issuer made in this Indenture or in any certificate or other
writing delivered pursuant hereto or in connection herewith proving to have
been incorrect in any material respect as of the time when the same shall have
been made, and such default shall continue or not be cured, or the circumstance
or condition in respect of which such misrepresentation or warranty was
incorrect shall not have been eliminated or otherwise cured, for a period of 30
days after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or by the Holders of at least 25% of the
Outstanding Amount of the Notes a written notice specifying such default or
incorrect representation or warranty and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;


 


(iv)          the filing of a decree or order for
relief by a court having jurisdiction in the premises in respect of the Issuer
or any substantial part of the Collateral in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any substantial
part of the Collateral, or ordering the winding-up or liquidation of the Issuer’s
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or


 


(v)           the commencement by the Issuer of a
voluntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by the Issuer to
the entry of an order for relief in an involuntary case under any such law, or
the consent by the Issuer to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Issuer or for any substantial part of the Collateral, or the
making by the Issuer of any general assignment for the benefit of creditors, or
the failure by the Issuer generally to pay its debts as such debts become due,
or the taking of action by the Issuer in furtherance of any of the foregoing.


 


The
Issuer shall deliver to the Indenture Trustee within five days after obtaining
knowledge of the occurrence thereof, written notice in the form of an Officer’s
Certificate of any event which with the giving of notice and the lapse of time
would become an Event of Default under clause (iii) above, its status and
what action the Issuer is taking or proposes to take with respect thereto.


 


Section 5.02.        Rights
Upon Event of Default.  If an Event of Default shall have occurred
and be continuing, other than an Event of Default described in Section 5.01(iv) or
(v) above, the Indenture Trustee or the Required Holders may declare the
principal amount of the Notes immediately due and payable at par.  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 Indenture Trustee as
hereinafter in this Article Five, provided,
the Required Holders may rescind such declaration if (i) the Issuer has
made all payments of principal of and interest on all Notes when the same
becomes due and payable and (ii) the Issuer has paid all amounts due and
payable to the Indenture Trustee.  If an
Event of Default described in Section 5.01(iv) or (v) shall have
occurred and be continuing, the principal amount of the Notes shall become
immediately due and payable.


 


Section 5.03.        Collection
of Indebtedness and Suits for Enforcement by Indenture Trustee; Authority of
Indenture Trustee.


 


25
















 


(a)                                  The Issuer
covenants that if the Notes are accelerated following the occurrence of an
Event of Default, the Issuer will, upon demand of the Indenture Trustee, pay to
it, for the benefit of the Holders of the Notes, the whole amount then due and
payable on such Notes for principal and interest, 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 applicable
Interest Rate and in addition thereto such further amount as shall be
sufficient to cover costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel.


 


(b)                                 The Indenture
Trustee following the occurrence of an Event of Default, shall have full right,
power and authority to take, or defer from taking, any and all acts with
respect to the administration, maintenance or disposition of the Collateral.


 


(c)                                  If an Event of
Default occurs and is continuing, the Indenture Trustee may in its discretion
(except as provided in Section 5.03(d)), proceed to protect and enforce
its rights and the rights of the Noteholders by such appropriate Proceedings as
the Indenture Trustee 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
Indenture Trustee by this Indenture or by law.


 


(d)                                 Notwithstanding
anything to the contrary contained in this Indenture, if an Event of Default
shall have occurred and be continuing and if the Issuer fails to perform its
obligations under Section 10.01(b) when and as due, the Indenture
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Noteholders by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce any such rights,
whether for specific performance 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 Indenture Trustee by
this Indenture or by law, provided that the Indenture Trustee shall only be
entitled to take any such actions to the extent such actions (i) are taken
only to enforce the Issuer’s obligations to redeem the principal amount of
Notes, and (ii) are taken only against the Collateral any investments
therein and any proceeds thereof.


 


(e)                                  In case there
shall be pending, relative to the Issuer or any other obligor upon the Notes or
any Person having or claiming an ownership interest in the Collateral,
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 Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture 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 Indenture
Trustee (including any claim for reasonable compensation to the Indenture
Trustee and each predecessor Indenture Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the 


 


26

















 


Indenture
Trustee and each predecessor Indenture Trustee, except as a result of
negligence or bad faith) and of the Noteholders allowed in such Proceedings;


 


(ii)  unless prohibited
by applicable law and regulations, to vote on behalf of the Holders of Notes 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 the Indenture 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 Indenture Trustee or the Holders of Notes
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 each of such
Noteholders to make payments to the Indenture Trustee, and, in the event that
the Indenture Trustee shall consent to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee except as
a result of negligence or bad faith.


 


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


 


(g)                                 All rights of
action and of asserting claims under this Indenture or under any of the Notes
may be enforced by the Indenture Trustee without the possession of any of the
Notes or the production thereof in any trial or other Proceedings relative
thereto, and any such action or Proceedings instituted by the Indenture 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 Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
Holders of the Notes.


 


(h)                                 In any
Proceedings brought by the Indenture Trustee (including any Proceedings
involving the interpretation of any provision of this Indenture), the Indenture
Trustee shall be held to represent all of the Holders of the Notes, and it
shall not be necessary to make any Noteholder a party to any such proceedings.


 


Section 5.04.                         Remedies.  If an Event of Default shall have occurred
and be continuing, the Indenture Trustee (subject to Section 5.05) may,
and shall if so directed by the Required Holders in writing:


 


(i)                                     institute
Proceedings in its own name and as or on behalf of a trustee of an express
trust for the collection of all amounts then payable on the Notes or under this
Indenture with 


 


27

















 


respect thereto, whether by declaration or otherwise, enforce any
judgment obtained, and collect from the Issuer and any other obligor upon such
Notes moneys adjudged due;


 


(ii)                                  institute
Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Collateral;


 


(iii)                               exercise any
remedies of a secured party under the UCC and any other remedy available to the
Indenture Trustee and take any other appropriate action to protect and enforce
the rights and remedies of the Indenture Trustee on behalf of the Noteholders
under this Indenture or the Notes; and


 


(iv)                              sell the
Collateral or any portion thereof or rights or interest therein, at one or more
public or private sales called and conducted in any manner permitted by law; provided, however, that
the Indenture Trustee may not sell or otherwise liquidate the Collateral
following an Event of Default, 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) there has been an Event of Default described in Section 5.01(i) or
(ii) and the Indenture Trustee determines that the Collateral 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 Indenture Trustee provides prior written
notice to each Rating Agency and obtains the consent of the Required
Holders.  In determining such sufficiency
or insufficiency with respect to clauses (B) and (C), the Indenture
Trustee may, but need not, obtain and 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 Collateral
for such purpose.


 


Section 5.05.                         Optional Preservation of the
Contracts.  Following an
Event of Default and if such Event of Default has not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Collateral.  It is the desire of
the parties hereto and the Noteholders that there be at all times sufficient
funds for the payment of principal and interest on the Notes, and the Indenture
Trustee shall take such desire into account when determining whether or not to
maintain possession of the Collateral. 
In determining whether to maintain possession of the Collateral, the
Indenture Trustee may, but need not, obtain and 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
Collateral for such purpose.


 


Section 5.06.                         Priorities.


 


(a)                                  If the
Indenture Trustee collects any money or property pursuant to this Article Five,
it shall pay out the money or property in the order and priority set forth in Section 7.05(b) of
the Sale and Servicing Agreement.


 


(b)                                 The Indenture
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 each Noteholder and the
Indenture Trustee a notice that states the record date, the payment date and
the amount to be paid.


 


Section 5.07.                         Limitation of Suits.  No Holder of any Note shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a 


 


28

















 


receiver or trustee, or for any
other remedy hereunder, unless (and in all events subject to Section 11.16
hereof):


 


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


 


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


 


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


 


(iv)                              the Indenture
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 Indenture Trustee
during such 60-day period by the Required Holders.


 


It is understood and intended that no one or more Holders of Notes
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 Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided.


 


In the event the Indenture
Trustee shall receive conflicting or inconsistent requests and indemnity from
two or more groups of Holders of Notes, each representing less than a majority
of the Outstanding Amount of the Notes, the Indenture Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.


 


Section 5.08.                         Unconditional Rights of
Noteholders to Receive Principal and Interest.  Notwithstanding any other provisions in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on such Note
on or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.


 


Section 5.09.                         Restoration of Rights and
Remedies.  If the
Indenture Trustee or any Noteholder has 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 Indenture Trustee or to such Noteholder, then and in every such case the
Indenture 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 Indenture
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 Indenture Trustee or 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 


 


29

















 


hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 5.11.                         Delay or Omission Not a
Waiver.  No delay or
omission of the Indenture Trustee or any Holder of any Note to exercise any
right or remedy accruing upon any Default of 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 Five or by law to the Indenture Trustee
or to the Noteholders may be exercised from time to time, and as often as may
be deemed expedient, by the Indenture Trustee or by the Noteholders, as the
case may be.


 


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


 


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


 


(ii)                                  subject to the
terms of Section 5.04, any direction to the Indenture Trustee to sell or
liquidate the Collateral shall be by the Holders of Notes representing not less
than 100% of the Outstanding Amount of the Notes;


 


(iii) if the conditions set forth in Section 5.05 have been
satisfied and the Indenture Trustee elects to retain the Collateral pursuant to
such Section, then any direction to the Indenture Trustee by Holders of Notes
representing less than 100% of the Outstanding Amount of the Notes to sell or
liquidate the Collateral shall be of no force and effect; and


 


(iv) the Indenture Trustee may take any other action deemed proper
by the Indenture Trustee that is not inconsistent with such direction.


 


Notwithstanding the rights of Noteholders set forth in this Section,
subject to Section 6.01, the Indenture Trustee need not take any action
that it determines might involve it in liability or might materially and
adversely affect the rights of any Noteholders not consenting to such action.


 


Section 5.13.                         Waiver of Past Defaults.  In the case of any waiver of an Event of
Default, the Issuer, the Indenture Trustee and the Holders of the Notes shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereto. 
Upon any such waiver, such Event of Default shall cease to exist and 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
Holder of any Note by such Holder’s acceptance thereof shall 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 Indenture Trustee for any action taken, suffered or omitted by it as
Indenture 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 (i) any suit instituted
by the Indenture Trustee, (ii) any suit instituted by any Noteholder, or 


 


30

















 


group of Noteholders, in each case holding in the aggregate
more than 10% of the Outstanding Amount of the Notes or (iii) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).


 


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 advantages of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Indenture Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


Section 5.16.                         Action on Notes.  The Indenture Trustee’s right to seek and
recover judgment on the Notes under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture.  Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuer or by the levy of any execution under such judgment
upon any portion of the Collateral or upon any of the assets of the
Issuer.  Any money or property collected
by the Indenture Trustee shall be applied in accordance with Section 5.06.


 


Section 5.17.                         Performance and Enforcement
of Certain Obligations.


 


(a)                                  Promptly
following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Trust Depositor and the Servicer, as applicable, of each of
their obligations to the Issuer under or in connection with the Sale and
Servicing Agreement 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 Sale and Servicing Agreement to the
extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Trust Depositor or the
Servicer thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Trust Depositor or the
Servicer of each of their obligations under the Sale and Servicing Agreement.


 


(b)                                 If an Event of
Default has occurred and is continuing, the Indenture Trustee may, and at the
direction (which direction shall be in writing, including facsimile) of the
Required Holders shall exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Trust Depositor or the Servicer under or in
connection with the Sale and Servicing Agreement, including the right or power
to take any action to compel or secure performance or observance by the Trust
Depositor 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 Sale and Servicing Agreement, and any right of the Issuer to
take such action shall be suspended.


 


31

















 


ARTICLE
SIX


 


THE
INDENTURE TRUSTEE


 


Section 6.01.                         Duties of Indenture Trustee.


 


(a)                                  If an Event of
Default has occurred and is continuing, the Indenture Trustee shall exercise
the rights and powers vested in it by this Indenture and in 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:


 


(i)                                     the Indenture
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee;
and


 


(ii)                                  in the absence
of bad faith on its part, the Indenture 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 Indenture Trustee and
conforming to the requirements of this Indenture; however, the Indenture
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture and the other Transaction
Documents to which the Indenture Trustee is a party.


 


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


 


(i)                                     this paragraph
does not limit the effect of Section 6.01(b);


 


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


 


(iii)                               the Indenture
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 pursuant to Section 5.12.


 


(d)                                 Every provision
of this Indenture that in any way relates to the Indenture Trustee is subject
to paragraphs (a), (b) and (c) of this Section.


 


(e)                                  The Indenture
Trustee shall not be liable for interest on any money received by it except as
the Indenture Trustee may agree in writing with the Issuer.


 


(f)                                    Money held in
trust by the Indenture 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.


 


(g)                                 No provision of
this Indenture shall require the Indenture Trustee to expend or risk its own
funds or otherwise incur financial liability 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 repayments of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


32

















 


(h)                                 The Indenture
Trustee shall have no discretionary duties other than performing those
ministerial acts set forth above necessary to accomplish the purpose of this
Trust as set forth in this Indenture.


 


(i)                                     Every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the
provisions of this section and to the provisions of the TIA.


 


Section 6.02.                         Rights of Indenture Trustee.


 


(a)                                  The Indenture
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. The Indenture Trustee need not
investigate any fact or matter stated in the document.


 


(b)                                 Before the
Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate (with respect to factual matters) or an Opinion of Counsel, as
applicable.  The Indenture Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on the Officer’s Certificate or Opinion of Counsel.


 


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


 


(d)                                 The Indenture
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 Indenture Trustee’s conduct does not constitute willful misconduct,
negligence or bad faith.


 


(e)                                  The Indenture
Trustee may consult with counsel, and the advice of such counsel or any 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 such advice or Opinion of Counsel.


 


(f)                                    The Indenture
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 any of the Holders of Notes, pursuant to the provisions of this
Indenture, unless such Holders of Notes shall have offered to the Indenture
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; provided,
however, that the Indenture Trustee
shall, upon the occurrence of an Event of Default (that has not been cured),
exercise the rights and powers vested in it by this Indenture in a manner
consistent with Section 6.01.


 


(g)                                 The Indenture
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 so requested by the Holders of Notes evidencing not less than 25% of the
Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the
Indenture 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 Indenture Trustee, not reasonably
assured to the Indenture Trustee by the security afforded to it by the terms of
this Indenture or the Sale and Servicing Agreement, the Indenture Trustee may
require reasonable indemnity against such cost, expense or liability as a
condition to so proceeding; the 


 


33

















 


reasonable expense of every such examination
shall be paid by the Person making such request, or, if paid by the Indenture
Trustee, shall be reimbursed by the Person making such request upon demand.


 


Section 6.03.                         Individual Rights of
Indenture Trustee. 
The Indenture Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights.  However, the Indenture Trustee is required to
comply with Section 6.11.


 


Section 6.04.                         Indenture Trustee’s
Disclaimer.  The
Indenture Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, 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 this
Indenture or in any document issued in connection with the sale of the Notes or
in the Notes other than the Indenture Trustee’s certificate of authentication.


 


Section 6.05.                         Notice of Defaults.  If a Default occurs and is continuing and if
it is known to a Responsible Officer of the Indenture Trustee, the Indenture
Trustee shall mail to each Noteholder notice of the Default within 90 days
after it occurs.  Except in the case of a
Default in payment of principal of or interest on any Note (including payments
pursuant to the redemption of such Notes), the Indenture Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of
Noteholders.


 


Section 6.06.                         Reports by Indenture Trustee
to Holders.  Within the
prescribed period of time for tax reporting purposes after the end of each
calendar year during the term of this Indenture, the Indenture Trustee shall
deliver to each Noteholder such information, including without limitation, IRS Form 1099,
as may be required by applicable law to enable such holder to prepare its
federal and state income tax returns.


 


Section 6.07.                         Compensation and Indemnity.  The Issuer shall pay or shall cause the
Administrator to pay to the Indenture Trustee from time to time reasonable
compensation for its services.  The
Indenture Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Issuer shall or shall cause the Administrator to reimburse the
Indenture Trustee 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
Indenture Trustee’s agents, counsel, accountants and experts.  The Issuer shall indemnify or shall cause the
Administrator to indemnify the Indenture Trustee against any and all loss,
liability or expense (including attorneys’ fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder.  The Indenture Trustee shall
notify the Issuer and the Administrator promptly of any claim for which it may
seek indemnity.  Failure by the Indenture
Trustee to so notify the Issuer and the Administrator shall not relieve the
Issuer or the Administrator of its obligations hereunder.  The Issuer shall defend or shall cause the
Administrator to defend any such claim, and the Indenture Trustee may have separate
counsel and the Issuer shall pay or shall cause the Administrator to pay the
fees and expenses of such counsel. 
Neither the Issuer nor the Administrator need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee’s own willful misconduct, negligence or
bad faith.


 


34

















 


The
Issuer’s payment obligations and indemnification to the Indenture Trustee
pursuant to this Section shall survive the resignation or removal of the
Indenture Trustee and the termination and discharge of this Indenture; provided
that the Indenture Trustee shall be entitled only to compensation for its
services for the period prior to the date of such resignation or removal of the
Indenture Trustee.  When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified
in Section 5.01(iv) or (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.


 


Section 6.08.                         Replacement of Indenture
Trustee.  The
Indenture Trustee may resign at any time by so notifying the Issuer and the
Servicer.  The Issuer shall remove the
Indenture Trustee if:


 


(i)                                     the Indenture
Trustee fails to comply with Section 6.11;


 


(ii)                                  a court having
jurisdiction in the premises in respect of the Indenture Trustee in an
involuntary case or proceeding under federal or state banking or bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, shall have entered a decree or
order granting relief or appointing a receiver, liquidator, assignee,
custodian, trustee, conservator, sequestrator (or similar official) for the
Indenture Trustee or for any substantial part of the Indenture Trustee’s
property, or ordering the winding-up or liquidation of the Indenture Trustee’s
affairs, provided any such decree or order shall have continued unstayed and in
effect for a period of 30 consecutive days;


 


(iii)                               the Indenture
Trustee commences a voluntary case under any federal or state banking or
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or consents to
the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, conservator, sequestrator or other similar official for the
Indenture Trustee or for any substantial part of the Indenture Trustee’s
property, or makes any assignment for the benefit of creditors or fails
generally to pay its debts as such debts become due or takes any corporate
action in furtherance of any of the foregoing; or


 


(iv)                              the Indenture
Trustee otherwise becomes incapable of acting.


 


If
the Indenture Trustee resigns or is removed, the Issuer shall promptly appoint
a successor Indenture Trustee.  A
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer.  Thereupon the resignation or removal of the
retiring Indenture Trustee shall become effective, and the successor Indenture
Trustee shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture.  The Issuer or the
successor Indenture Trustee shall mail a notice of its succession to
Noteholders.  The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.


 


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


 


If
the Indenture Trustee fails to comply with Section 6.11, any Noteholder
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.


 


35
















 


Any
resignation or removal of the Indenture Trustee and appointment of a successor
Indenture Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Indenture
Trustee pursuant to this Section and payment of all fees and expenses owed
to the outgoing Indenture Trustee. 
Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the retiring Indenture Trustee shall be entitled to payment or
reimbursement of such amounts as such Person is entitled pursuant to Section 6.07.


 


Section 6.09.                         Successor Indenture Trustee
by Merger.  If the
Indenture 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 Indenture Trustee;
provided that such corporation or banking association shall be otherwise qualified
and eligible under Section 6.11. 
The Indenture Trustee shall provide each Rating Agency prompt notice of
any such transaction.


 


In
case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture, any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor Indenture Trustee, and deliver
such Notes so authenticated; and in case at that time any of the Notes shall
not have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture 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 Indenture Trustee shall
have.


 


Section 6.10.                         Appointment of Co-Indenture
Trustee or Separate Indenture Trustee.


 


(a)                                  Notwithstanding
any other provision of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Collateral
may at the time be located, the Indenture Trustee and the Administrator acting
jointly shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture
Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or
separate Indenture Trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Collateral, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee and the Administrator may consider
necessary or desirable.  If the
Administrator shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, the Indenture Trustee alone shall have
the power to make such appointment.  No
co-Indenture Trustee or separate Indenture Trustee hereunder shall be required
to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11
and no notice to Noteholders of the appointment of any co-Indenture Trustee or
separate Indenture Trustee shall be required under Section 6.08.


 


(b)                                 Every separate
Indenture Trustee and co-Indenture 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 Indenture Trustee
shall be conferred or imposed upon and exercised or performed by the Indenture
Trustee and such separate Indenture Trustee or co-Indenture Trustee jointly (it
being understood that such separate Indenture Trustee or co-Indenture Trustee
is not authorized to act separately without the Indenture 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 


 


36

















 


performed the Indenture
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 Indenture Trustee or
co-Indenture Trustee, but solely at the direction of the Indenture Trustee;


 


(ii)                                  no Indenture
Trustee hereunder shall be personally liable by reason of any act or omission
of any other Indenture Trustee hereunder; and


 


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


 


(c)                                  Any notice,
request or other writing given to the Indenture Trustee shall be deemed to have
been given to each of the then separate Indenture Trustees and co-Indenture
Trustees, as effectively as if given to each of them.  Every instrument appointing any separate
Indenture Trustee or co-Indenture Trustee shall refer to this Indenture and the
conditions of this Article.  Each
separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of co-appointment, either jointly with the Indenture 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
Indenture Trustee.  Every such instrument
shall be filed with the Indenture Trustee and a copy thereof given to the
Administrator.


 


(d)                                 Any separate
Indenture Trustee or co-Indenture Trustee may at any time constitute the
Indenture 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 Indenture Trustee or
co-Indenture Trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor Indenture Trustee.  Notwithstanding anything to the contrary in
this Indenture, the appointment of any separate Indenture Trustee or
co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations
and duties under this Indenture.


 


Section 6.11.                         Eligibility.


 


(a)                                  The Indenture
Trustee shall at all times satisfy the requirements of TIA §310(a).  The Indenture Trustee hereunder shall at all
times be a financial institution organized and doing business under the laws of
the United States of America or any state, authorized under such laws to
exercise corporate trust powers.  The
Indenture Trustee or its parent shall have a long term unsecured debt rating of
at least Baa3 by Moody’s and shall have a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
authority, provided that the Indenture Trustee’s separate capital and surplus
shall at all times be at least the amount required by Section 310(a)(2) of
the TIA.  If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of a supervising or examining authority, then for the purposes of this Section 6.ll,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.


 


(b)                                 If a Default
occurs and is continuing and the Indenture Trustee is deemed to have a “conflicting
interest” (as defined in the TIA) as a result of acting as trustee for the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes, the Issuer shall appoint a successor Indenture Trustee for one or more
Classes of Notes so that there will be separate Indenture 


 


37

















 


Trustees for the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes.  No such event shall alter the voting rights
of the Noteholders under this Indenture or under any of the other Transaction
Documents.


 


(c)                                  In the case of
an appointment hereunder of a successor Indenture Trustee with respect to any Class of
Notes, the Issuer, the retiring Indenture Trustee and the successor Indenture
Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplement hereto wherein the successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, the
successor Indenture Trustee all rights, powers, trusts and duties of the
retiring Indenture Trustee with respect to the Notes of such Class as to
which the appointment of such Indenture Trustee relates, (ii) if the
retiring Indenture Trustee is not retiring with respect to all Classes of
Notes, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of each Class as to which the
retiring Indenture Trustee is not retiring shall continue to be vested in the
retiring Indenture Trustee and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Indenture Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee; and upon execution and delivery of such supplemental
indenture the resignation or removal of the retiring Indenture Trustee shall
become effective to the extent provided therein.


 


(d)                                 In case at any
time the Indenture Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.11, the Indenture Trustee shall resign
immediately in the manner and with the effect specified in Section 6.08.  The Indenture Trustee shall comply with TIA
§310(b); provided, however,
that there shall be excluded from the operation of TIA §310(b)(1) any
indenture or indentures under which other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA §310(b)(1) are
met.


 


Section 6.12.                         Pennsylvania Motor Vehicle
Sales Finance Act Licenses.  The Indenture Trustee shall use its best
efforts to maintain the effectiveness of all licenses required under the
Pennsylvania Motor Vehicle Sales Finance Act in connection with this Indenture
and the transactions contemplated hereby until the lien and security interest
of this Indenture shall no longer be in effect in accordance with the terms
hereof.


 


Section 6.13.                         Preferential Collection of
Claims Against Issuer. 
The Indenture Trustee shall comply with TIA §311(a), excluding any
creditor relationship listed in TIA §311(b). 
An Indenture Trustee who has resigned or been removed shall be subject
to TIA §311(a) to the extent indicated.


 


Section 6.14.                         Representations and Warranties of Indenture Trustee.  The Indenture Trustee hereby represents and warrants to the Issuer as
follows:


 


(a)                                  Organization. It has been
duly organized and is validly existing as a national banking association
organized under the laws of the United States and has the power to conduct its
business and affairs as a trustee.


 


(b)                                 Authorization;
Binding Obligations. It has the corporate power and authority to
perform the duties and obligations of Trustee under this Indenture. It has
taken all necessary corporate action to authorize the execution, delivery and
performance of each Transaction Document to which it is a party, and all of the
documents required to be executed by it pursuant hereto. Upon 


 


38

















 


execution and delivery by the Issuer, this
Indenture will constitute the legal, valid and binding obligation of it
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, and
similar laws affecting the rights of creditors and subject to equitable
principles (whether enforcement is sought in a legal or equitable proceeding).


 


(c)                                  No
Conflict. Neither the execution, delivery and performance of
any Transaction Document to which it is a party, nor the consummation of the
transactions contemplated thereby, (i) is prohibited by, or requires it to
obtain any consent, authorization, approval or registration under, any law,
statute, rule, regulation, judgment, order, writ, injunction or decree that is
binding upon it or any of its properties or assets or (ii) will violate
any provision of, result in any default or acceleration of any obligations
under, result in the creation or imposition of any lien pursuant to, or require
any consent under, any agreement to which it is a party or by which it or any
of its property is bound.


 


(d)                                 No
Proceedings. There are no proceedings pending, or to the best
of its knowledge, threatened against it before any federal, state, provincial
or other governmental agency, authority, administrator or regulatory body,
arbitrator, court or other tribunal, foreign or domestic, that could reasonably
be expected to have a material adverse effect on the Collateral or the
Noteholders or any action taken or to be taken by it under any Transaction
Document to which it is a party.


 


(e)                                  Eligible
Trustee. It is an eligible trustee under the TIA as of the Closing Date.


 


ARTICLE
SEVEN


 


NOTEHOLDERS’
LISTS AND REPORTS


 


Section 7.01.                         Issuer to Furnish Indenture
Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be
furnished to the Indenture Trustee (i) not more than five days after the
earlier of (a) each Record Date and (b) three months after the last
Record Date, a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Noteholders as of such Record Date
and (ii) at such other times as the Indenture Trustee may request in
writing, within 30 days after receipt by the Issuer of any such request, a list
of similar form and content as of a date not more than ten days prior to the
time such list is furnished; provided, however,
that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished.


 


Section 7.02.                         Preservation of Information:
Communication to Noteholders.


 


(a)                                  The Indenture
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of the Noteholders contained in the most recent list
furnished to the Indenture Trustee as provided in Section 7.01 and the
names and addresses of Noteholders received by the Indenture Trustee in its
capacity as Note Registrar and shall otherwise comply with TIA §312(a).  The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.01 upon receipt of a new
list so furnished.


 


(b)                                 Noteholders may
communicate pursuant to TIA § 312(b) with other Noteholders with respect
to their rights under this Indenture or under the Notes.


 


(c)                                  The Issuer, the
Indenture Trustee and the Note Registrar shall have the protection of TIA §
312(c).


 


39

















 


Section 7.03.                         Reports by Issuer.


 


(a)                                  The Issuer
shall:


 


(i)                                     file with the
Indenture Trustee, within 15 days after the Issuer is required (if at all) to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Issuer may be required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act;


 


(ii)                                  file with the
Indenture Trustee and the Commission in accordance with rules and
regulations prescribed from time to time by the Commission such additional
information, documents and reports with respect to compliance by the Issuer
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and


 


(iii)                               supply to the
Indenture Trustee (and the Indenture Trustee shall transmit by mail to all
Noteholders described in TIA §313(c)) such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to clauses (i) and
(ii) of this Section 7.03(a) and by rules and regulations
prescribed from time to time by the Commission.


 


(b)                                 Unless the
Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31
of each year.


 


Section 7.04.                         Reports by Indenture Trustee.  If required by TIA §313(a), within 60 days
after each January 31st beginning with January 31, 2010, the
Indenture Trustee shall mail to each Noteholder as required by TIA §313(c) a
brief report dated as of such date that complies with TIA §313(a).  The Indenture Trustee also shall comply with
TIA §313(b).


 


A
copy of each report at the time of its mailing to Noteholders shall be filed by
the Indenture Trustee with the Commission and each stock exchange, if any, on
which the Notes are listed.  The Issuer
shall notify the Indenture Trustee if and when the Notes are listed on any
stock exchange.


 


ARTICLE
EIGHT


 


ACCOUNTS,
DISBURSEMENTS AND RELEASES


 


Section 8.01.                         Collection of Money.  Except as otherwise expressly provided
herein, the Indenture 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 Indenture Trustee pursuant to this Indenture and the Sale and
Servicing Agreement.  The Indenture
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, if any default
occurs in the making of any payment or performance under any agreement or
instrument that is part of the Collateral, the Indenture 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 


 


40

















 


claim a Default or Event of Default under this Indenture and
any right to proceed thereafter as provided in Article Five.


 


Section 8.02.                         Trust Accounts.


 


(a)                                  On or prior to
the Closing Date, the Issuer shall cause the Servicer to establish and
maintain, in the name of the Indenture Trustee, for the benefit of the
Noteholders and the Certificateholders, the Trust Accounts as provided in Section 5.05
of the Sale and Servicing Agreement.


 


(b)                                 All Available
Monies with respect to each Due Period will be deposited in the Collection
Account as provided in Section 5.05 of the Sale and Servicing
Agreement.  On or before each
Distribution Date, all amounts required to be deposited in the Note
Distribution Account with respect to the preceding Due Period pursuant to Section 7.05
of the Sale and Servicing Agreement will be transferred from the Collection
Account and/or the Reserve Account to the Note Distribution Account.


 


(c)                                  On each
Distribution Date, the Indenture Trustee shall distribute all amounts on
deposit in the Note Distribution Account to Noteholders in respect of the Notes
to the extent of amounts due and unpaid on the Notes for principal and interest
in the order and priority set forth in Section 7.05 of the Sale and
Servicing Agreement.


 


Section 8.03.                         General Provisions Regarding
Accounts.


 


(a)                                  So long as no
Default or Event of Default shall have occurred and be continuing, all or a portion
of the funds in the Trust Accounts shall be invested in accordance with the
provisions of Section 5.05 of the Sale and Servicing Agreement.  Except as otherwise provided in Section 5.05
of the Sale and Servicing Agreement, all income or other gain from investments
of moneys deposited in such Trust Accounts (other than the Reserve Fund) shall
be deposited by the Indenture Trustee in the Collection Account, and any loss
resulting from such investments shall be charged to the related Trust Account,
as applicable.  The Issuer will not
direct the Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
Counsel, acceptable to the Indenture Trustee, to such effect.


 


(b)                                 Subject to Section 6.01(c),
the Indenture Trustee shall not in any way be held liable by reason of any
insufficiency in any of the  Trust Accounts
resulting from any loss on any Eligible Investment included therein except for
losses attributable to the Indenture Trustee’s failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as Indenture Trustee, in accordance with
their terms.


 


(c)                                  If (i) the
Issuer shall have failed to give investment directions for any funds on deposit
in the Trust Accounts to the Indenture Trustee by 11:00 a.m., New York
City time (or such other time as may be agreed by the Issuer and Indenture
Trustee), on any Business Day or (ii) a Default or Event of Default shall
have occurred and be continuing with respect to the Notes but the Notes shall
not have been declared due and payable pursuant to Section 5.02 or (iii) if
such Notes shall have been declared due and payable following an Event of
Default, but amounts collected or receivable from the Collateral are being
applied in accordance with Section 5.05 as if there had not 


 


41

















 


been such a declaration, then the Indenture
Trustee shall, to the fullest extent practicable, invest and reinvest funds in
the Trust Accounts in one or more Eligible Investments satisfying the
requirements of clause (d) of the definition thereof.


 


Section 8.04.                         Release of Collateral.


 


(a)                                  Subject to the
payment of its fees and expenses pursuant to Section 6.07, the Indenture
Trustee may, and when required by the provisions of this Indenture or the Sale
and Servicing Agreement shall, execute instruments to release property from the
lien of this Indenture, or convey the Indenture Trustee’s interest in the same,
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 Indenture Trustee as provided in this Article shall
be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.


 


(b)                                 The Indenture
Trustee shall, at such time as there are no Notes Outstanding and all sums due
the Indenture Trustee pursuant to Section 6.07 have been paid, release any
remaining portion of the Collateral that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section 8.04(b) only
upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an
Opinion of Counsel and (if required by the TIA as so stated in the Opinion of
Counsel) Independent Certificates in accordance with TIA §§314(c) and
314(d)(1) meeting the applicable requirements of Section 11.01.


 


Section 8.05.                         Opinion of Counsel.  The Indenture Trustee shall receive at least
seven days notice when requested by the Issuer to take any action pursuant to Section 8.04(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require, as a condition to such action, an Opinion of Counsel, in
form and substance satisfactory to the Indenture 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 and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions for this Indenture; provided,
however, that such Opinion of Counsel
shall not be required to express an opinion as to the fair value of the
Collateral.  Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and validity
of any certificate or other instrument delivered to the Indenture Trustee in
connection with any such action.


 


ARTICLE
NINE


 


SUPPLEMENTAL
INDENTURES


 


Section 9.01.                         Supplemental Indentures
Without Consent of Noteholders.


 


(a)                                  Without the
consent of the Holders of any Notes and with prior notice to each Rating
Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer
Order, and the other parties hereto at any time from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof), in
form satisfactory to the Indenture Trustee, for any of the following purposes:


 


42

















 


(i)                                     to correct or
amplify the description of any property at any time subject to the lien of this
Indenture, or better to assure, convey and confirm unto the Indenture Trustee
any property subject or required to be subjected to the lien created by this
Indenture, or to subject additional property to the lien created by this
Indenture;


 


(ii)                                  to evidence the
succession, in compliance with the applicable provisions hereof, of another
Person to the Issuer, and the assumption by any such successor of the covenants
of the Issuer herein and in the Notes contained;


 


(iii)                               to add to the
covenants of the Issuer, for the benefit of the Holders of the Notes, or to
surrender any right or power herein conferred upon the Issuer;


 


(iv)                              to convey,
transfer, assign, mortgage or pledge any property to or with the Indenture
Trustee;


 


(v)                                 to cure any
ambiguity, to correct or supplement any provision herein or in any supplemental
indenture which may be inconsistent with any other provision herein, in any
supplemental indenture, in the Transaction Documents or in the Prospectus or to
add any other provisions with respect to matters or questions arising under
this Indenture, in any supplemental indenture, in the Transaction Documents or
in the Prospectus; provided that such action shall not adversely affect the
interests of the Holders of the Notes;


 


(vi)                              to evidence and
provide for the acceptance of the appointment hereunder by a successor
Indenture Trustee and to add to or change any of the provisions of this
Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one Indenture Trustee, pursuant to the requirements of Article Six;
and


 


(vii)                           to modify,
eliminate or add to the provisions of this Indenture to such extent as shall be
necessary to effect the qualification of this Indenture under the TIA or under
any similar federal statute hereafter enacted and to add to this Indenture such
other provisions as may be expressly required by the TIA.


 


The
Indenture 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.


 


(b)                                 The Issuer and
the Indenture Trustee, when authorized by an Issuer Order, may, also without
the consent of any of the Holders of the Notes and with prior notice to each
Rating Agency, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any manner
the rights of the Holders of the Notes under this Indenture; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Noteholder.


 


Section 9.02.                         Supplemental Indentures With
Consent of Noteholders.


 


(a)                                  The Issuer and
the Indenture Trustee, when authorized by an Issuer Order, may, with prior
notice to each Rating Agency and with the consent of the Required Holders, by
Act of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the 


 


43

















 


Holders of the Notes under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:


 


(i)                                     change the date
of payment of any installment of principal of or interest on any Note, or
reduce the principal amount thereof, the interest rate thereon or the
Redemption Date Amount with respect thereto, change the provisions of this
Indenture relating to the application of collections on, or the proceeds of the
sale of, the Collateral 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 Five, to the payment
of any such amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the  Redemption Date);


 


(ii)                                  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;


 


(iii)                               modify or alter
the provisions of the second proviso to the definition of the term “Outstanding”;


 


(iv)                              reduce the
percentage of the Outstanding Amount of the Notes required to direct the
Indenture Trustee to sell or liquidate the Collateral pursuant to Section 5.04
or amend the provisions of this Article which specify the percentage of
the Outstanding Amount of the Notes required to amend this Indenture or the
other Transaction Documents;


 


(v)                                 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 other Transaction Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby; or


 


(vi)                              permit the
creation of any lien ranking prior to or on a parity with the lien created by
this Indenture with respect to any part of the Collateral or, except as
otherwise permitted or contemplated herein, terminate the lien created by this
Indenture on any property at any time subject hereto or deprive the Holder of
any Note of the security provided by the lien created by this Indenture.


 


(b)                                 The Indenture
Trustee may in its discretion determine whether or not any Notes would be
affected by any supplemental indenture and any such determination shall be
conclusive upon the Holders of the Notes, whether theretofore or thereafter
authenticated and delivered hereunder. 
The Indenture Trustee shall not be liable for any such determination
made in good faith.


 


It
shall not be necessary for any Act of 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 parties hereto of any supplemental indenture
pursuant to this Section, the Indenture Trustee shall mail to the Holders of
the Notes to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental
indenture.  Any failure of the Indenture
Trustee to mail such notice, or any defect 


 


44

















 


therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.


 


Section 9.03.                         Execution of Supplemental
Indentures.  In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and subject to Sections 6.01 and 6.02 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 Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee’s own rights, duties, liabilities or immunities under this
Indenture or otherwise.


 


Section 9.04.                         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 with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the parties hereto and the Holders of the Notes 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.


 


Section 9.05.                         Conformity With Trust
Indenture Act. 
Every amendment of this Indenture and every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the
Trust Indenture Act as then in effect so long as this Indenture shall then be
qualified under the Trust Indenture Act.


 


Section 9.06.                         Reference in Notes to
Supplemental Indentures. 
Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and if required by
the Indenture Trustee shall, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee shall
so determine, new notes so modified as to conform, in the opinion of the
Indenture Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


 


ARTICLE
TEN


 


REDEMPTION
OF NOTES


 


Section 10.01.                  Redemption.


 


(a)                                  In the event
that the Servicer pursuant to Section 7.10 of the Sale and Servicing
Agreement purchases the corpus of the Trust, the Notes are subject to redemption
in whole, but not in part, on the Distribution Date on which such repurchase
occurs, for a purchase price equal to the outstanding principal, and accrued
interest on the Notes; provided, however, that the Issuer has available funds sufficient to pay
such amounts.  The Servicer or the Issuer
shall furnish each Rating Agency notice of such redemption.  If the Notes are to be redeemed pursuant to
this Section 10.01(a), the Servicer or the Issuer shall furnish notice of
such election to the Indenture Trustee not later than 20 days prior to the
Redemption Date and the Issuer shall deposit with the Indenture Trustee in the
Note Distribution Account the Redemption Price to be redeemed whereupon all
such


 


45
















 


Notes shall be due and payable on the
Redemption Date upon the furnishing of a notice complying with Section 10.02
to each Holder of the Notes.


 


(b)                                 In the event
that the assets of the Trust are sold pursuant to Section 5.03(b) of
this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06.  If amounts are to be paid to Noteholders
pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to
the extent practicable, furnish notice of such event to the Indenture Trustee
not later than 20 days prior to the Redemption Date whereupon all such amounts
shall be payable on the Redemption Date.


 


Section 10.02.                  Form of Redemption Notice.


 


(a)                                  Notice of
redemption under Section 10.01(a) shall be given by the Indenture
Trustee by first-class mail, postage prepaid, mailed not less than five days
prior to the applicable Redemption Date to each Holder of Notes, as of the
close of business on the Record Date preceding the applicable Redemption Date,
at such Holder’s address appearing in the Note Register.


 


All
notices of redemption shall state:


 


(i)                                     the Redemption
Date;


 


(ii)                                  the Redemption
Date Amount; and


 


(iii)                               the place where
such Notes are to be surrendered for payment of the Redemption Date Amount
(which shall be the office or agency of the Issuer to be maintained as provided
in Section 3.02).


 


Notice
of redemption of the Notes shall be given by the Indenture Trustee in the name
and at the expense of the Issuer. 
Failure to give notice of redemption, or any defect therein, to any
Holder of any Note shall not impair or affect the validity of the redemption of
any other Note.


 


(b)                                 Prior notice of
redemption under Section 10.01(b) is not required to be given to
Noteholders.


 


Section 10.03.                  Notes Payable on Redemption Date.  The Notes or portions thereof to be redeemed
shall, following notice of redemption (if any) as required by Section 10.02,
on the Redemption Date become due and payable at the Redemption Date Amount and
(unless the Issuer shall default in the payment of the Redemption Date Amount)
no interest shall accrue on the Redemption Date Amount for any period after the
date to which accrued interest is calculated for purposes of calculating the
Redemption Date Amount.


 


ARTICLE
ELEVEN


 


MISCELLANEOUS


 


Section 11.01.                  Compliance Certificates and Opinions, etc.


 


(a)                                  Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee (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, (ii) an Opinion of Counsel stating that in



 


46

















 


the opinion of such counsel all such
conditions precedent, if any, have been complied with, and (iii) (if
required by the TIA as so stated in the Opinion of Counsel) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section and TIA §314(c), 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 additional
certificate or opinion need be furnished. 
No 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)                                 (i)                                     Prior to the
deposit of any Collateral or other property or securities with the Indenture
Trustee that is to be made the basis for authentication and delivery of the
Notes or the release of any property subject to the lien created by this
Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of the signer thereof as to the
fair value (within 90 days of such deposit) of the Collateral or other property
or securities to be so deposited.


 


(ii)                                  Whenever the
Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of any signer thereof as to  the matters described in clause (i) above,
the Issuer shall also deliver to the Indenture Trustee an Independent
Certificate as to the named matters, if the fair value to the Issuer of the
property to be so deposited and of all other such property made the basis of
any such withdrawal or release since the commencement of the then-current
fiscal year of the Issuer, as set forth in the certificates delivered pursuant
to clause (i) above and this clause (ii), is 10% or more of the
Outstanding Amount of the Notes, but such a certificate need not be furnished
with respect to any property so deposited, if the fair value thereof to the
Issuer as set forth in the related Officer’s Certificate is less than $25,000
or less than one percent of the Outstanding Amount of the Notes.


 


(iii)                               Other than with
respect to any release described in clause (A) or (B) of Section 11.01(b)(v),
whenever any property or securities are to be released from the lien created by
this Indenture, the Issuer shall also furnish to the Indenture Trustee 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 


 


47

















 


such
person the proposed release will not impair the security created by this
Indenture in contravention of the provisions hereof.


 


(iv)                              Whenever the
Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of any signer thereof as to the matters
described in clause (iii) above, the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the fair
value of the property or securities and of all other property or securities
(other than property described in clauses (A) or (B) of Section 11.01(b)(v))
released from the lien created by this Indenture since the commencement of the
then current fiscal year, as set forth in the certificates required by clause (iii) above
and this clause (iv), equals 10% or more of the Outstanding Amount of the
Notes, but such certificate need not be furnished in the case of any release of
property or securities if the fair value thereof as set forth in the related
Officer’s Certificate is less than $25,000 or less than one percent of the then
Outstanding Amount of the Notes.


 


(v)                                 Notwithstanding
any other provision of this Section, the Issuer may, without compliance with
the other provisions of this Section, (A) collect, liquidate, sell or
otherwise dispose of the Contracts as and to the extent permitted or required
by the Transaction Documents, and (B) make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Transaction
Documents, so long as the Issuer shall deliver to the Indenture Trustee every
six months, commencing December 31, 2009, an Officer’s Certificate stating
that all the dispositions of Collateral described in clauses (A) or (B) that
occurred during the preceding six calendar months were in the ordinary course
of the Issuer’s business and that the proceeds thereof were applied in
accordance with the Transaction Documents.


 


Section 11.02.                  Form of Documents Delivered to Indenture
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 Person as to other matters, and any such Person may certify or given an
opinion as to such matters in one or several documents.


 


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 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 or the Issuer, stating that the
information with respect to such factual matters is in the possession of the
Servicer, the Seller 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.


 


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


 


Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture 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 


 


48

















 


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 Indenture Trustee’s right to rely upon the
truth and accuracy of any statement or opinion contained in any such document
as provided in Article Six.


 


Section 11.03.                  Acts of Noteholders.


 


(a)                                  Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such 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 Indenture
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 6.01) conclusive in favor of the
Indenture Trustee and the Issuer, if made in the manner provided in this Section.


 


(b)                                 The fact and
date of the execution by any person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.


 


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


 


(d)                                 Any request,
demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Notes shall bind the Holder of every 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 Indenture Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Note.


 


Section 11.04.                  Notices.  All notices, demands, certificates, requests
and communications hereunder (“notices”) shall be in writing and shall be
effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent, or (d) on
the date transmitted by legible telecopier or electronic mail transmission with
a confirmation of receipt, in all cases addressed to the recipient at the
address specified in the Sale and Servicing Agreement for such recipient.  Each party hereto may, by notice given in
accordance herewith to each of the other parties hereto, designate any further
or different address to which subsequent notices shall be sent.


 


Section 11.05.                  Notices to Noteholders; Waiver.  Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class,
postage prepaid to each Noteholder affected by such event, at its address as it
appears on the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is
given by mail, neither the failure to mail such notice nor any defect in any
notice so mailed to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided shall conclusively be presumed to have been duly given.


 


49

















 


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 Noteholders shall be
filed with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.


 


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 of Noteholders 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 Indenture Trustee shall be deemed to be
a sufficient giving of such notice.


 


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 11.06.                  Alternate Payment and Notice Provisions.  Notwithstanding any provisions of this
Indenture or any of the Notes to the contrary, the Issuer may enter into any
agreement with any Holder of a Note providing for a method of payment, or
notice by the Indenture Trustee or any Paying Agent to such Holder, that is
different from the methods provided for in this Indenture for such payments or
notices.  The Issuer will furnish to the
Indenture Trustee a copy of each such agreement and the Indenture Trustee will
cause payments to be made and notices to be given in accordance with such
agreements.


 


Section 11.07.                  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 11.08.                  Successors and Assigns.  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 Indenture Trustee in this Indenture shall bind its
successors, co-Indenture Trustees and agents.


 


Section 11.09.                  Separability.  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.                  Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, the Noteholders and any other party secured
hereunder, and any other Person with an ownership interest in any part of the
Collateral, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


Section 11.11.                  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 Notes 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 11.12.                  Governing Law.  THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS AND THE OBLIGATIONS, 


 


50

















 


RIGHTS, AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section 11.13.                  Counterparts.  This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.


 


Section 11.14.                  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 to the Indenture Trustee or any other counsel reasonably acceptable
to the Indenture 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 Indenture Trustee
under this Indenture.


 


Section 11.15.                  Trust Obligation.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficiary interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Owner Trustee have no
such obligations in their 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.  For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article Six, Seven and Eight of the Trust
Agreement.


 


Section 11.16.                  No Petition.  The parties hereto, by entering into this
Indenture, and each Noteholder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that they will not at any time institute
against the Trust Depositor or the Issuer, or join in any institution against
the Trust Depositor or 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 other
Transaction Documents.


 


Section 11.17.                  Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture 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, the Indenture
Trustee shall and shall cause its representatives to hold in confidence all
such information except to the extent disclosure may be required by law (and
all reasonable applications for confidential treatment are unavailing) and
except to the extent that the Indenture Trustee may reasonably determine that
such disclosure is consistent with its obligations hereunder.


 


51

















 


Section 11.18.                  Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.


 


The
provisions of TIA §§310 through 317 that impose duties on any person (including
the provisions automatically deemed included herein unless expressly excluded
by this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.


 


Section 11.19.                  Disclaimer and Subordination.  Each Noteholder by accepting a Note
acknowledges and agrees that such Note represents a debt obligation of the
Trust Depositor only and does not represent an interest in any assets (other
than the Trust Assets) of the Trust Depositor (including by virtue of any
deficiency claim in respect of obligations not paid or otherwise satisfied from
the Trust Assets and proceeds thereof). 
In furtherance of and not in derogation of the foregoing, each
Noteholder by accepting a Note acknowledges and agrees that it shall have no
right, title or interest in or to any assets (or interests therein) (other than
Trust Assets) conveyed or purported to be conveyed by the Trust Depositor to
another securitization trust (i.e., other than the Issuer) or other Person or
Persons in connection therewith (whether by way of a sale, capital contribution
or by virtue of the granting of a Lien) (“Other Assets”).  To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentences of this Section 11.19,
any Noteholder either (i) asserts an interest in or claim to, or benefit
from, Other Assets, whether asserted against or through the Trust Depositor or
any other Person owned by the Trust Depositor, or (ii) is deemed to have
any such interest, claim or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of any
applicable insolvency laws or otherwise (including without limitation by virtue
of Section 1111(b) of the federal Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), and whether deemed
asserted against or through the Trust Depositor or any other Person owned by
the Trust Depositor, then each Noteholder by accepting a Note further
acknowledges and agrees that any such interest, claim or benefit in or from
Other Assets is and shall be expressly subordinated to the indefeasible payment
in full of all obligations and liabilities of the Trust Depositor which, under
the terms of the relevant documents relating to the securitization of such
Other Assets, are entitled to be paid from, entitled to the benefits of, or
otherwise secured by such Other Assets (whether or not any such entitlement or
security interest is legally perfected or otherwise entitled to a priority of
distribution or application under applicable law, including any applicable
insolvency laws, and whether asserted against the Trust Depositor or any other
Person owned by the Depositor), including, without limitation, the payment of
post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed
a subordination agreement within the meaning of Section 510(a) of the
Bankruptcy Code.  Each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 11.19 and that the terms and provisions of this Section 11.19
may be enforced by an action for specific performance.


 


[signature page follows]


 


52

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed and delivered as of the day and year first above written.


 


	
   

  	
  HARLEY-DAVIDSON
  MOTORCYCLE  TRUST 2009-1 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely on behalf of the
  Issuer as Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Christopher Murphy

  
	
   

  	
  Printed
  Name: J. Christopher Murphy

  
	
   

  	
  Title:
  Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity
  but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David H. Hill

  
	
   

  	
  Printed
  Name: David H. Hill

  
	
   

  	
  Title: Assistant Vice President

  



 
















 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


On May 11,
2007


 


before me, Melissa L. Hagen


 


personally appeared David H. Hill,


 


personally known to
me, or


 


XXX   
 proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument,


 


and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ties), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which such person(s) acted, executed the instrument.


 


WITNESS my hand and official seal.


 


 


	
  Signature

  	
  /s/ Melissa L. Hagen

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
  Name: Melissa L. Hagen

  	
   

  
	
   

  	
  My Commission Expires: November 1,
  2010

  	
  [Seal]

  



 

















 


	
  STATE OF
  DELAWARE

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF NEW CASTLE

  	
  )

  



 


On May 7,
2009


 


before me, Amanda E. Gamble


 


personally appeared J. Christopher Murphy,


 


XXX     personally known to
me, or


 


proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument,


 


and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ties), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which such person(s) acted, executed the instrument.


 


WITNESS my hand and official seal.


 


 


	
  Signature

  	
  /s/ Amanda E. Gamble

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
  Name: Amanda
  E. Gamble

  	
   

  
	
   

  	
  My
  Commission Expires: May 15, 2011

  	
  [Seal]

  



 

















 


EXHIBIT A-1


 


FORM OF CLASS A-1 NOTE


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.


 


HARLEY-DAVIDSON MOTORCYCLE
TRUST 2009-1


 


[        ]% MOTORCYCLE CONTRACT
BACKED NOTES, CLASS A-1


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson Motorcycle Trust 2009-1, a statutory trust organized
and existing under the laws of the State of Delaware (herein referred to as the
“Issuer”), for value received, hereby promises to pay to
[                ],
or registered assigns, the principal sum of 
                      
($          ) payable on the
earlier of the Distribution Date occurring in
[                            ]
(the “Class A-1 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.


 


The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.01 of the Indenture.  Interest on this Note will accrue for each
Distribution Date during the related Interest Period and will be computed for
the actual number of days elapsed in the related Interest Period based on a
360-day year.  Such 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. 



 


A-1-1

















 


All payments made by the Issuer with respect to this Note shall be
applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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.


 


Unless the certificate of authentication hereon has been executed by
the Indenture 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.


 


A-1-2

















 


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an Authorized Officer, as of the date set forth
below.


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON
  MOTORCYCLE TRUST 2009-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely on behalf of the
  Issuer as Owner Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


A-1-3

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

  
	
   

  	
  not
  in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


A-1-4

















 


[REVERSE OF CLASS A-1
NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its [        ]% Motorcycle Contract
Backed Notes, Class A-1 (the “Class A-1 Notes”), all issued under an
Indenture, dated as of May 1, 2009 (the “Indenture”), between the Issuer
and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), 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 Indenture Trustee and the Holders of the
Notes.  The Class A-1 Notes are
subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


The
Class A-1 Notes and the other Classes of Notes described in the Indenture
(collectively, the “Notes”) are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture subject to
the priorities of allocations as to interest and principal payments as
described in the Sale and Servicing Agreement.


 


Principal
of the Class A-1 Notes will be payable on the earlier of the Class A-1
Final Distribution Date and the Redemption Date, if any, selected pursuant to
the Indenture.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Class A-1 Notes shall
be due and payable on the date following the occurrence of an Event of Default
on which the maturity of the Notes shall have been accelerated in the manner
provided in the Indenture.  All principal
payments on the Class A-1 Notes shall be made pro rata to the Class A-1
Noteholders entitled thereto.


 


Payments
of interest on this Note due and payable on each Distribution Date shall be
made by wire transfer to the account of the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date except that with
respect to Notes registered on the Record Date in the name of the nominee of
the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee.  Such
checks shall be mailed to the Person entitled thereto at the address of such
Person as it appears on the Note Register as of the applicable Record Date
without requiring that this Note be submitted for notation of payment.  Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) affected by any payments made on
any Distribution 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 hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed within five days of such Distribution Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Corporate Trust Office of the Indenture Trustee
or at the office of the Indenture Trustee’s agent appointed for such purposes
located in the City of Chicago, Illinois.


 


The
Issuer shall pay interest on overdue installments of interest at the Class A-1
Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of
the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the Pool Balance is less than
10% of the Pool Balance as of the Cutoff Date.


 


A-1-5

















 


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 Indenture Trustee
duly executed by, the Holder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an eligible guarantor institution which is a
participant in the Securities Transfer Agent’s Medallion Program (STAMP) or
similar signature guarantee program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new Class A-1
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.


 


Each
Noteholder by acceptance of a Note or a beneficial interest in a Note covenants
and agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered
in connection therewith, against (i) the Indenture Trustee or the Owner
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 Indenture Trustee or the Owner Trustee in
its individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as
any such Person may have expressly agreed 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.


 


Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note
covenants and agrees that by accepting the benefits of the Indenture and such
Note that such Noteholder will not at any time institute against the Trust
Depositor or the Issuer, or join in any institution against the Trust Depositor
or 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 Notes, the
Indenture or the Transaction Documents.


 


The
Issuer has entered into the Indenture, and this Note is issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness secured by the
Collateral.  Each Noteholder, by
acceptance of a Note or a beneficial interest in a Note, agrees to treat the
Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.


 


Prior
to the due presentment for registration of transfer of this Note, the Issuer
and the Indenture Trustee and any agent of the Issuer and the Indenture Trustee
may treat the Person in whose name this 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 this Note be overdue, and
neither the Issuer, the Indenture Trustee nor any such agent shall be affected
by notice to the contrary.


 


The
Indenture permits, 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 Noteholders 


 


A-1-6

















 


under the Indenture at any time by the Issuer and the Required Holders.  The Indenture also contains provisions
permitting the Noteholders representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such consent or waiver by the
Noteholder  (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holders and upon
all future Noteholders  and of any Note
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 this
Note.  The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Noteholders issued thereunder.


 


Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note is
deemed to represent that (i) it is not, and is not acquiring a Note or a
beneficial interest in a Note on behalf of or with “plan assets” (as determined
under Department of Labor Regulation Section 2510.3-101 or otherwise) of a
Plan, or any employee benefit plan subject to Similar Law, or (ii) its
acquisition and holding of a Note or a beneficial interest in a Note do not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note is deemed to make one of the foregoing
representations.


 


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


 


This
Note and the Indenture shall be construed in accordance with the laws of the
State of Illinois, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.


 


No
reference herein to the Indenture and no provision of this 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 this Note at the
times, place, and rate, and in the coin or currency herein prescribed.


 


A-1-7
















 


EXHIBIT A-2


 


FORM OF CLASS A-2
NOTE


 


UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THIS
SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.


 


THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2009-1


 


[        ]% MOTORCYCLE CONTRACT
BACKED NOTES,


CLASS A-2


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson
Motorcycle Trust 2009-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in [                      ]
(the “Class A-2 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the Class A-2
Notes shall be made until the principal on the Class A-1 Notes have been
paid in full.


 


The
Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date), subject to certain limitations contained in Section 3.01
of the Indenture.  Interest on this Note
will accrue for each Distribution Date during the related Interest Period and
will be computed on the basis of a 360-day year of twelve 30-day months.  Such 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.  


 


A-2-1

















 


 


All payments made by the Issuer with respect to this Note shall be
applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
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.


 


A-2-2

















 


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an Authorized Officer, as of the date set forth
below.


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON
  MOTORCYCLE TRUST 2009-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely on behalf of the
  Issuer as Owner Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


A-2-3

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  not
  in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


A-2-4

















 


[REVERSE OF CLASS A-2 NOTE]


 


This Note is one of a duly
authorized issue of Notes of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class A-2 (the “Class A-2 Notes”), all issued under an
Indenture, dated as of May 1, 2009 (the “Indenture”), between the Issuer
and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), 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 Indenture Trustee and the Holders of the
Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


 


The Class A-2 Notes and
the other Classes of Notes described in the Indenture (collectively, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture subject to the priorities of
allocations as to interest and principal payments as described in the Sale and
Servicing Agreement.


 


Principal of the Class A-2
Notes will be payable on the earlier of the Class A-2 Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.01(a) or
10.01(b) of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of the
Class A-2 Notes shall be due and payable on the date on which following
the occurrence of an Event of Default on which the maturity of the Notes shall
have been accelerated in the manner provided in the Indenture.  All principal payments on the Class A-2
Notes shall be made pro rata to the Class A-2 Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Distribution Date shall be made by wire transfer
to the account of the Person whose name appears as the Registered Holder of
this Note (or one or more Predecessor Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Distribution 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 hereon.  If funds
are expected to be available, as provided in the Indenture, for payment in full
of the then remaining unpaid principal amount of this Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the Record
Date preceding such Distribution Date by notice mailed within five days of such
Distribution Date and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s
agent appointed for such purposes located in the City of Chicago, Illinois.


 


The Issuer shall pay
interest on overdue installments of interest at the Class A-2 Rate to the
extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of
the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the Pool Balance is less than
10% of the Pool Balance as of the Cutoff Date.


 


A-2-5
















 


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 Indenture Trustee duly executed by, the
Holder hereof or his attorney duly authorized in writing, with such signature
guaranteed by an eligible guarantor institution which is a participant in the
Securities Transfer Agent’s Medallion Program (STAMP) or similar signature
guarantee program, and such other documents as the Indenture Trustee may
require, and thereupon one or more new program, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Class A-2
Notes of authorized denomination 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.


 


Each Noteholder, by
acceptance of a Note or  a beneficial
interest in a Note covenants and agrees that no recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor
or assign of the Indenture Trustee or the Owner Trustee in their individual
capacities, except as any such Person may have expressly agreed 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.


 


Each Noteholder, by
acceptance of a Note or a beneficial interest in a Note covenants and agrees
that by accepting the benefits of the Indenture and such Note that such
Noteholder will not at any time institute against the Trust Depositor or the
Issuer, or join in any institution against the Trust Depositor or 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 Notes, the Indenture or the
Transaction Documents.


 


The Issuer has entered into
the Indenture, and this Note is issued with the intention that, for federal,
state and local income, single business and franchise tax purposes, the Notes
will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness of the
Issuer.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuer and the Indenture Trustee
and any agent of the Issuer, the Indenture Trustee may treat the Person in
whose name this 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 this Note be overdue, and neither the Issuer, the
Indenture Trustee nor any such agent shall be affected by notice to the
contrary.


 


The Indenture permits, 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 


 


A-2-6

















 


Notes
under the Indenture at any time by the Issuer and the consent of the Required
Holders.  The Indenture also contains
provisions permitting the Holders of Notes representing specified percentages
of the Outstanding Amount of the Notes, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Note (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holders and 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 notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note is
deemed to represent that (i) it is not, and is not acquiring a Note or a
beneficial interest in a Note on behalf of or with “plan assets” (as determined
under Department of Labor Regulation Section 2510.3-101 or otherwise) of a
Plan, or any employee benefit plan subject to Similar Law, or (ii) its
acquisition and holding of a Note or a beneficial interest in a Note do not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note is deemed to make one of the foregoing
representations.


 


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


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of Illinois, and
the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.


 


No reference herein to the
Indenture and no provision of this 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 this Note at the times, place, and rate,
and in the coin or currency herein prescribed.


 


A-2-7

















 


EXHIBIT A-3


 


FORM OF CLASS A-3
NOTE


 


UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THIS
SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.


 


THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2009-1


 


[        ]% MOTORCYCLE CONTRACT
BACKED NOTES,


CLASS A-3


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson
Motorcycle Trust 2009-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in
[                      ]
(the “Class A-3 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the Class A-3
Notes shall be made until the principal on the Class A-1 Notes have been
paid in full.


 


The
Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date), subject to certain limitations contained in Section 3.01
of the Indenture.  Interest on this Note
will accrue for each Distribution Date during the related Interest Period and
will be computed on the basis of a 360-day year of twelve 30-day months.  Such 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.  


 


A-3-1

















 


All payments made by the Issuer with respect to this Note shall be
applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
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.


 


A-3-2

















 


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an Authorized Officer, as of the date set forth
below.


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON
  MOTORCYCLE TRUST 2009-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely on behalf of the
  Issuer as Owner Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


A-3-3

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  not
  in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


A-3-4

















 


[REVERSE OF CLASS A-3 NOTE]


 


This Note is one of a duly
authorized issue of Notes of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class A-3 (the “Class A-3 Notes”), all issued under an
Indenture, dated as of May 1, 2009 (the “Indenture”), between the Issuer
and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), 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 Indenture Trustee and the Holders of the
Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


 


The Class A-3 Notes and
the other Classes of Notes described in the Indenture (collectively, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture subject to the priorities of
allocations as to interest and principal payments as described in the Sale and
Servicing Agreement.


 


Principal of the Class A-3
Notes will be payable on the earlier of the Class A-3 Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.01(a) or
10.01(b) of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of the
Class A-3 Notes shall be due and payable on the date on which following
the occurrence of an Event of Default on which the maturity of the Notes shall
have been accelerated in the manner provided in the Indenture.  All principal payments on the Class A-3
Notes shall be made pro rata to the Class A-3 Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Distribution Date shall be made by wire transfer
to the account of the Person whose name appears as the Registered Holder of
this Note (or one or more Predecessor Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Distribution 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 hereon.  If funds
are expected to be available, as provided in the Indenture, for payment in full
of the then remaining unpaid principal amount of this Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the Record
Date preceding such Distribution Date by notice mailed within five days of such
Distribution Date and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s
agent appointed for such purposes located in the City of Chicago, Illinois.


 


The Issuer shall pay
interest on overdue installments of interest at the Class A-3 Rate to the
extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of
the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the Pool Balance is less than
10% of the Pool Balance as of the Cutoff Date.


 


A-3-5

















 


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 Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an eligible guarantor institution which is a
participant in the Securities Transfer Agent’s Medallion Program (STAMP) or
similar signature guarantee program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new Class A-3
Notes of authorized denomination 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.


 


Each Noteholder, by
acceptance of a Note or  a beneficial
interest in a Note covenants and agrees that no recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under the Indenture or any certificate
or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in their
individual capacities, except as any such Person may have expressly agreed 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.


 


Each Noteholder, by
acceptance of a Note or a beneficial interest in a Note covenants and agrees
that by accepting the benefits of the Indenture and such Note that such
Noteholder will not at any time institute against the Trust Depositor or the
Issuer, or join in any institution against the Trust Depositor or 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 Notes, the Indenture or the
Transaction Documents.


 


The Issuer has entered into
the Indenture, and this Note is issued with the intention that, for federal,
state and local income, single business and franchise tax purposes, the Notes
will qualify as indebtedness secured by the Collateral.  Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness of the
Issuer.


 


Prior to the due presentment
for registration of transfer of this Note, the Issuer and the Indenture Trustee
and any agent of the Issuer, the Indenture Trustee may treat the Person in
whose name this 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 this Note be overdue, and neither the Issuer, the
Indenture Trustee nor any such agent shall be affected by notice to the
contrary.


 


The Indenture permits, 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 


 


A-3-6

















 


Notes
under the Indenture at any time by the Issuer and the consent of the Required
Holders.  The Indenture also contains
provisions permitting the Holders of Notes representing specified percentages
of the Outstanding Amount of the Notes, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Note (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holders and 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 notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note is
deemed to represent that (i) it is not, and is not acquiring a Note or a
beneficial interest in a Note on behalf of or with “plan assets” (as determined
under Department of Labor Regulation Section 2510.3-101 or otherwise) of a
Plan, or any employee benefit plan subject to Similar Law, or (ii) its
acquisition and holding of a Note or a beneficial interest in a Note do not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note is deemed to make one of the foregoing representations.


 


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


 


This Note and the Indenture
shall be construed in accordance with the laws of the State of Illinois, and
the obligations, rights and remedies of the parties hereunder and thereunder
shall be determined in accordance with such laws.


 


No reference herein to the
Indenture and no provision of this 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 this Note at the times, place, and rate,
and in the coin or currency herein prescribed.


 


A-3-7

















 


EXHIBIT A-4


 


FORM OF CLASS A-4
NOTE


 


UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE  ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


THIS
SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.


 


THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2009-1


 


[        ]% MOTORCYCLE CONTRACT
BACKED NOTES,


CLASS A-4


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson
Motorcycle Trust 2009-1, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in
[                      ]
(the “Class A-4 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the Class A-4
Notes shall be made until the principal on the Class A-1 Notes have been
paid in full.


 


The
Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date), subject to certain limitations contained in Section 3.01
of the Indenture.  Interest on this Note
will accrue for each Distribution Date during the related Interest Period and
will be computed on the basis of a 360-day year of twelve 30-day months.  Such 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.  


 


A-4-1

















 


All payments made by the Issuer with respect to this Note shall be
applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.


 


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.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
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.


 


A-4-2

















 


IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an Authorized Officer, as of the date set forth
below.


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON
  MOTORCYCLE TRUST 2009-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely on behalf of the
  Issuer as Owner Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


A-4-3

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes designated above and referred to in the
within-mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  not
  in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


A-4-4

















 


[REVERSE OF CLASS A-4 NOTE]


 


This Note is one of a duly
authorized issue of Notes of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class A-4 (the “Class A-4 Notes”), all issued under an
Indenture, dated as of May 1, 2009 (the “Indenture”), between the Issuer
and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), 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 Indenture Trustee and the Holders of the
Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


 


The Class A-4 Notes and
the other Classes of Notes described in the Indenture (collectively, the “Notes”)
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture subject to the priorities of
allocations as to interest and principal payments as described in the Sale and
Servicing Agreement.


 


Principal of the Class A-4
Notes will be payable on the earlier of the Class A-4 Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.01(a) or
10.01(b) of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of the
Class A-4 Notes shall be due and payable on the date on which following
the occurrence of an Event of Default on which the maturity of the Notes shall
have been accelerated in the manner provided in the Indenture.  All principal payments on the Class A-4
Notes shall be made pro rata to the Class A-4 Noteholders entitled
thereto.


 


Payments of interest on this
Note due and payable on each Distribution Date shall be made by wire transfer
to the account of the Person whose name appears as the Registered Holder of
this Note (or one or more Predecessor Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. 
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Distribution 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 hereon.  If funds
are expected to be available, as provided in the Indenture, for payment in full
of the then remaining unpaid principal amount of this Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the Record
Date preceding such Distribution Date by notice mailed within five days of such
Distribution Date and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee’s
principal Corporate Trust Office or at the office of the Indenture Trustee’s
agent appointed for such purposes located in the City of Chicago, Illinois.


 


The Issuer shall pay
interest on overdue installments of interest at the Class A-4 Rate to the
extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed pursuant to Section 10.01(a) of
the Indenture, in whole, but not in part, at the option of the Servicer, on any
Distribution Date on or after the date on which the Pool Balance is less than
10% of the Pool Balance as of the Cutoff Date.


 


A-4-5

















 


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 Indenture Trustee
duly executed by, the Holder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an eligible guarantor institution which is a
participant in the Securities Transfer Agent’s Medallion Program (STAMP) or
similar signature guarantee program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new Class A-4
Notes of authorized denomination 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.


 


Each
Noteholder, by acceptance of a Note or  a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture
or any certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in their
individual capacities, except as any such Person may have expressly agreed 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.


 


Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note
covenants and agrees that by accepting the benefits of the Indenture and such
Note that such Noteholder will not at any time institute against the Trust
Depositor or the Issuer, or join in any institution against the Trust Depositor
or 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 Notes, the
Indenture or the Transaction Documents.


 


The
Issuer has entered into the Indenture, and this Note is issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness secured by the
Collateral.  Each Noteholder, by
acceptance of a Note or a beneficial interest in a Note, agrees to treat the
Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.


 


Prior
to the due presentment for registration of transfer of this Note, the Issuer
and the Indenture Trustee and any agent of the Issuer, the Indenture Trustee
may treat the Person in whose name this 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 this Note be overdue, and
neither the Issuer, the Indenture Trustee nor any such agent shall be affected
by notice to the contrary.


 


The
Indenture permits, 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 


 


A-4-6

















 


Notes
under the Indenture at any time by the Issuer and the consent of the Required
Holders.  The Indenture also contains
provisions permitting the Holders of Notes representing specified percentages
of the Outstanding Amount of the Notes, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and
binding upon such Holders and 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 notation of such consent or waiver is made upon
this Note.  The Indenture also permits
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of Holders of the Notes issued thereunder.


 


Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note is
deemed to represent that (i) it is not, and is not acquiring a Note or a
beneficial interest in a Note on behalf of or with “plan assets” (as determined
under Department of Labor Regulation Section 2510.3-101 or otherwise) of a
Plan, or any employee benefit plan subject to Similar Law, or (ii) its
acquisition and holding of a Note or a beneficial interest in a Note do not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code, or any Similar Law.  Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note is deemed to make one of the foregoing
representations.


 


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


 


This
Note and the Indenture shall be construed in accordance with the laws of the
State of Illinois, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.


 


No
reference herein to the Indenture and no provision of this 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 this Note at the
times, place, and rate, and in the coin or currency herein prescribed.


 


A-4-7

















 


EXHIBIT C


 


FORM OF NOTE DEPOSITORY
AGREEMENT


 


C-1