EXHIBIT
4.10


 












 


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2002-1,


as Issuer,


 


and


 


BNY MIDWEST TRUST
COMPANY,


not in its individual
capacity but solely in its capacity


as Indenture Trustee


 












 


INDENTURE


 


Dated as of April 1, 2002


 












 


$348,000,000 3.02%  Harley-Davidson Motorcycle Contract Backed
Notes, Class A-1


 


$208,700,000 4.50%  Harley-Davidson Motorcycle Contract Backed
Notes, Class A-2


 


$29,300,000 4.36%  Harley-Davidson Motorcycle Contract Backed
Notes, Class B


 

















 


CROSS-REFERENCE TABLE


 


	
  TIA

  Section

  	
   

  	
   

  	
  Indenture

  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


 


	
  ARTICLE
  ONE

  	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions.

  
	
  Section
  1.02.

  	
  Incorporation
  by Reference of Trust Indenture Act

  
	
  Section 1.03.

  	
  Rules of
  Construction

  
	
   

  	
   

  
	
  ARTICLE TWO

  	
  THE
  NOTES

  
	
   

  	
   

  
	
  Section
  2.01.

  	
  Form

  
	
  Section
  2.02.

  	
  Execution,
  Authentication and Delivery

  
	
  Section 2.03.

  	
  Temporary Notes

  
	
  Section
  2.04.

  	
  Registration;
  Registration of Transfer and Exchange

  
	
  Section
  2.05.

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  
	
  Section 2.06.

  	
  Persons Deemed Owner

  
	
  Section
  2.07.

  	
  Payment
  of Principal and Interest; Defaulted Interest.

  
	
  Section 2.08.

  	
  Cancellation

  
	
  Section 2.09.

  	
  Book-Entry Notes

  
	
  Section 2.10.

  	
  Notices to
  Clearing Agency

  
	
  Section 2.11.

  	
  Definitive Notes

  
	
  Section 2.12.

  	
  Release of
  Collateral

  
	
  Section 2.13.

  	
  Tax Treatment

  
	
   

  	
   

  
	
  ARTICLE THREE

  	
  COVENANTS

  
	
   

  	
   

  
	
  Section
  3.01.

  	
  Payment
  of Principal and Interest

  
	
  Section
  3.02.

  	
  Maintenance
  of Office or Agency

  
	
  Section
  3.03.

  	
  Money
  for Payments to be Held in Trust

  
	
  Section
  3.04.

  	
  Existence

  
	
  Section 3.05.

  	
  Protection of
  Collateral

  
	
  Section 3.06.

  	
  Opinions as to
  Collateral.

  
	
  Section
  3.07.

  	
  Performance
  of Obligations; Servicing of Contracts.

  
	
  Section 3.08.

  	
  Negative Covenants

  
	
  Section
  3.09.

  	
  Annual
  Statement as to Compliance

  
	
  Section
  3.10.

  	
  Issuer
  May Consolidate, etc. Only on Certain Terms.

  
	
  Section 3.11.

  	
  Successor or
  Transferee.

  
	
  Section 3.12.

  	
  No Other Business

  
	
  Section 3.13.

  	
  No Borrowing

  
	
  Section 3.14.

  	
  Servicer’s
  Obligations

  
	
  Section
  3.15.

  	
  Guarantees,
  Loans Advances and Other Liabilities

  
	
  Section 3.16.

  	
  Capital Expenditures

  
	
  Section 3.17.

  	
  Restricted Payments

  
	
  Section
  3.18.

  	
  Notice of
  Events of Default

  
	
  Section
  3.19.

  	
  Further
  Instruments and Acts

  
	
  Section 3.20.

  	
  Compliance with
  Laws

  
			



 


ii

















 


	
  Section
  3.21.

  	
  Amendments
  of Sale and Servicing Agreement and Trust Agreement

  
	
  Section 3.22.

  	
  Removal of
  Administrator

  
	
   

  	
   

  
	
  ARTICLE FOUR

  	
  SATISFACTION
  AND DISCHARGE

  
	
   

  	
   

  
	
  Section
  4.01.

  	
  Satisfaction
  and Discharge of Indenture

  
	
  Section 4.02.

  	
  Application of
  Trust Money

  
	
  Section
  4.03.

  	
  Repayment
  of Moneys Held by Paying Agent

  
	
  Section 4.04.

  	
  Release of
  Collateral

  
	
   

  	
   

  
	
  ARTICLE FIVE

  	
  REMEDIES

  
	
   

  	
   

  
	
  Section 5.01.

  	
  Events of Default

  
	
  Section
  5.02.

  	
  Rights Upon
  Event of Default.

  
	
  Section
  5.03.

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

  
	
  Section
  5.04.

  	
  Remedies

  
	
  Section
  5.05.

  	
  Optional
  Preservation of the Contracts

  
	
  Section 5.06.

  	
  Priorities.

  
	
  Section 5.07.

  	
  Limitation of Suits

  
	
  Section
  5.08.

  	
  Unconditional
  Rights of Noteholders to Receive Principal and Interest

  
	
  Section
  5.09.

  	
  Restoration
  of Rights and Remedies

  
	
  Section 5.10.

  	
  Rights and
  Remedies Cumulative

  
	
  Section
  5.11.

  	
  Delay or
  Omission Not a Waiver

  
	
  Section 5.12.

  	
  Control by
  Noteholders

  
	
  Section 5.13.

  	
  Waiver of Past
  Defaults

  
	
  Section 5.14.

  	
  Undertaking for
  Costs

  
	
  Section
  5.15.

  	
  Waiver
  of Stay or Extension Laws

  
	
  Section 5.16.

  	
  Action on Notes

  
	
  Section
  5.17.

  	
  Performance
  and Enforcement of Certain Obligations.

  
	
   

  	
   

  
	
  ARTICLE SIX

  	
  THE INDENTURE
  TRUSTEE

  
	
   

  	
   

  
	
  Section
  6.01.

  	
  Duties of
  Indenture Trustee.

  
	
  Section
  6.02.

  	
  Rights of
  Indenture Trustee.

  
	
  Section
  6.03.

  	
  Individual
  Rights of Indenture Trustee

  
	
  Section
  6.04.

  	
  Indenture
  Trustee’s Disclaimer

  
	
  Section 6.05.

  	
  Notice of Defaults

  
	
  Section
  6.06.

  	
  Reports
  by Indenture Trustee to Holders

  
	
  Section 6.07.

  	
  Compensation
  and Indemnity

  
	
  Section
  6.08.

  	
  Replacement
  of Indenture Trustee

  
	
  Section
  6.09.

  	
  Successor
  Indenture Trustee by Merger

  
	
  Section
  6.10.

  	
  Appointment
  of Co-Indenture Trustee or Separate Indenture Trustee.

  
	
  Section 6.11.

  	
  Eligibility.

  
	
  Section
  6.12.

  	
  Pennsylvania
  Motor Vehicle Sales Finance Act Licenses

  
	
  Section
  6.13.

  	
  Preferential
  Collection of Claims Against Issuer

  
	
   

  	
   

  
	
  ARTICLE
  SEVEN

  	
  NOTEHOLDERS’
  LISTS AND REPORTS

  



 


iii

















 


	
  Section
  7.01.

  	
  Issuer
  to Furnish Indenture Trustee Names and Addresses of Noteholders

  
	
  Section
  7.02.

  	
  Preservation
  of Information: Communication to Noteholders.

  
	
  Section 7.03.

  	
  Reports by Issuer.

  
	
  Section
  7.04.

  	
  Reports by
  Indenture Trustee

  
	
   

  	
   

  
	
  ARTICLE
  EIGHT

  	
  ACCOUNTS,
  DISBURSEMENTS AND RELEASES

  
	
   

  	
   

  
	
  Section 8.01.

  	
  Collection of Money

  
	
  Section 8.02.

  	
  Trust Accounts.

  
	
  Section
  8.03.

  	
  General
  Provisions Regarding Accounts.

  
	
  Section 8.04.

  	
  Release of
  Collateral.

  
	
  Section 8.05.

  	
  Opinion of Counsel

  
	
   

  	
   

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  
	
  Section
  9.01.

  	
  Supplemental
  Indentures Without Consent of Noteholders.

  
	
  Section
  9.02.

  	
  Supplemental
  Indentures With Consent of Noteholders

  
	
  Section
  9.03.

  	
  Execution
  of Supplemental Indentures

  
	
  Section
  9.04.

  	
  Effect
  of Supplemental Indenture

  
	
  Section
  9.05.

  	
  Conformity
  With Trust Indenture Act

  
	
  Section
  9.06.

  	
  Reference
  in Notes to Supplemental Indentures

  
	
   

  	
   

  
	
  ARTICLE TEN

  	
  REDEMPTION OF NOTES

  
	
   

  	
   

  
	
  Section 10.01.

  	
  Redemption.

  
	
  Section
  10.02.

  	
  Form of
  Redemption Notice.

  
	
  Section
  10.03.

  	
  Notes
  Payable on Redemption Date

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section
  11.01.

  	
  Compliance
  Certificates and Opinions, etc.

  
	
  Section
  11.02.

  	
  Form
  of Documents Delivered to Indenture Trustee

  
	
  Section 11.03.

  	
  Acts of Noteholders.

  
	
  Section
  11.04.

  	
  Notices

  
	
  Section
  11.05.

  	
  Notices
  to Noteholders; Waiver

  
	
  Section
  11.06.

  	
  Alternate
  Payment and Notice Provisions

  
	
  Section
  11.07.

  	
  Effect
  of Headings and Table of Contents

  
	
  Section 11.08.

  	
  Successors and
  Assigns

  
	
  Section 11.09.

  	
  Separability

  
	
  Section 11.10.

  	
  Benefits of
  Indenture

  
	
  Section 11.11.

  	
  Legal Holidays

  
	
  Section 11.12.

  	
  Governing Law

  
	
  Section 11.13.

  	
  Counterparts

  
	
  Section 11.14.

  	
  Recording of
  Indenture

  
	
  Section 11.15.

  	
  Trust Obligation

  
	
  Section 11.16.

  	
  No Petition

  
	
  Section 11.17.

  	
  Inspection

  
	
  Section
  11.18.

  	
  Conflict
  with Trust Indenture Act

  
	
  Section
  11.19.

  	
  Disclaimer
  and Subordination

  
			



 


iv

















 


	
   

  	
  EXHIBITS

  	
   

  



 


	
  Exhibit A - Reserved

  
	
  Exhibit B - Form of
  Class A-1 Note

  
	
  Exhibit C - Form of
  Class A-2 Note

  
	
  Exhibit D - Form of
  Class B Note

  
	
  Exhibit E - Form of
  Assignment

  
	
  Exhibit F
  - Form of Note Depository Agreement

  



 


v

















 


INDENTURE


 


Indenture, dated as of April 1, 2002 (this
“Indenture”), between Harley-Davidson Motorcycle Trust 2002-1, a Delaware
business trust (the “Issuer”) and BNY Midwest Trust Company, 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 3.02% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 (the
“Class A-1 Notes”), 4.50% Harley-Davidson Motorcycle Contract Backed Notes,
Class A-2 (the “Class A-2 Notes”) and 4.36% Harley-Davidson Motorcycle Contract
Backed Notes, Class B (the “Class B Notes”) and, together with the Class A-1
Notes and the Class B Notes, the “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 Initial Contracts and Subsequent Contracts secured by the Motorcycles
(which Contracts shall be listed in the List of Contracts and Subsequent List
of Contracts); (ii) certain monies due under the Initial Contracts and
Subsequent Contracts on and after the Initial Cutoff Date and Subsequent Cutoff
Date, respectively, including, without limitation, all payments of principal
and interest with respect to any Motorcycles to which a Contract relates
received on or after the Initial Cutoff Date or Subsequent Cutoff Date and all
other proceeds received on or in respect of such Contracts (other than payments
of principal and interest due prior to the Initial Cutoff Date or Subsequent
Cutoff Date); (iii) security interests in the Motorcycles; (iv) amounts on
deposit in the Collection Account, the Note Distribution Account, the Reserve
Fund, the Pre-Funding Account and the Interest Reserve Account, 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 or debt cancellation agreements in respect of individual
Motorcycles or obligors under the Contracts; (vi) certain 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,
except for the subordination of the Class B Notes provided herein 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.


 


(a)           Except as otherwise specified herein
or as the context may otherwise require, 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


 


2

















 


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.


 


“Certificate
of Trust” means the Certificate of Trust of the Issuer
substantially in the form of Exhibit B to the Trust Agreement.


 


“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 Rate” 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
B.


 


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


 


“Class
A-2 Rate” 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
C.


 


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


 


“Class
B Rate” has the meaning set forth in the Sale and Servicing
Agreement.


 


“Class
B Notes” means the Class B Notes, substantially in the form
of Exhibit
D.


 


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


 


3

















 


“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 principal 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 Agreement 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.


 


“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


 


4

















 


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.


 


“Indenture
Securities” means the Notes.


 


“Indenture
Security Holder” means a Noteholder.


 


“Indenture
Trustee” means BNY Midwest Trust Company, 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


 


5

















 


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
Period” means, with respect to any Distribution Date and any
Class of Notes, the period from and including the fifteenth day of the month of
the Distribution Date immediately preceding such Distribution Date (or, in the
case of the first Distribution Date, the Closing Date) to but excluding the
fifteenth day of the month of such Distribution Date.


 


“Interest
Rate” means the Class A-1 Rate, the Class A-2 Rate and the
Class B Rate, as applicable.


 


“Issuer”
means Harley-Davidson Motorcycle Trust 2002-1 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 or a Class B
Note.


 


“Note
Depository Agreement” means the agreement dated as of the
Closing Date, among the Issuer, the Administrator, the Indenture Trustee and
DTC, as the initial Clearing Agency, relating to the Notes, substantially in
the form of Exhibit
F 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 requirements of Section 11.01, and
shall be in form and substance satisfactory to the Indenture Trustee.


 


6

















 


“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


 


7

















 


thereof), unincorporated organization or government or any agency or
political subdivision thereof.


 


“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
Agency Condition” means, with respect to any action, that
each Rating Agency shall have been given ten days (or such shorter period as is
acceptable to each Rating Agency) prior notice thereof and that each Rating
Agency shall have notified the Trust Depositor, the Servicer and the Issuer in
writing that such action will not result in a qualification, reduction or
withdrawal of its then-current rating of any Class of Notes.


 


“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 (a) 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 and (b) in the case of a
redemption of Notes pursuant to Section 10.01, the Distribution Date
specified in Section 7.07 of the Sale and Servicing Agreement on which the
Indenture Trustee shall withdraw any amount remaining in the Pre-funding Account
and deposit the applicable amount in the Note Distribution Account.


 


“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),


 


8

















 


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.


 


“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
Agreement” means the Trust Agreement, dated as of the date
hereof, between the Trust Depositor and the Owner Trustee.


 


“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 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 availability of such remedy.


 


“United
States” means the United States of America.


 


(b)           Except as otherwise specified herein or
as the context may otherwise require, capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in the Sale and
Servicing Agreement.


 


9

















 


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;


 


(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.


 


10

















 


ARTICLE TWO


 


THE NOTES


 


Section
2.01.        Form.  The Class A-1 Notes, the Class A-2 Notes and
the Class B 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 for original issue (i) Class A-1 Notes in an
aggregate principal amount of $348,000,000, (ii) Class A-2 Notes in an
aggregate principal amount of $208,700,000 and (iii) Class B Notes in an
aggregate principal amount of $29,300,000. 
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 $1,000 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,


 


11

















 


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.


 


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.


 


12

















 


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.


 


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


 


(iv)          without
the consent of the Issuer and the 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.


 


13

















 


Neither the 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 of 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.


 


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


 


14

















 


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.


 


15

















 


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 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


 


16

















 


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 Note
Depository Agreement, and (B) Indenture Trustee or the Administrator is unable
to locate a qualified successor, (ii) the Administrator at its option advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency, or (iii) after the occurrence of an Event
of Default, the Modified 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 which is solely secured by the Collateral for all
federal, state, local, and foreign income and franchise tax purposes and that,
pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for
periods after January 1, 1997, the Trust be disregarded


 


17

















 


as a separate entity from the Trust Depositor for
federal income 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 and (iii) for the benefit of the
Class B Notes, to the Class B Noteholders, in each case as further specified
herein.  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.


 


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 and the Note Distribution Account
pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the
Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from
the Collection Account and the Note  Distribution
Account 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, such sum to be held in trust for the benefit
of the Persons entitled thereto and (unless the Paying Agent is


 


18

















 


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 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


 


19

















 


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 business 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;


 


(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


 


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


 


The Issuer shall file the initial financing statements
on Form UCC1.  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.


 


Section 3.06.        Opinions as to Collateral.


 


(a)           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.


 


(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


 


21

















 


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)             (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 120 days after the end of each fiscal year of the Issuer
(commencing with the fiscal year ended December 31, 2002), 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 such year and of performance under this Indenture has been made
under such Authorized Officer’s supervision; and


 


22

















 


(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
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.


 


23

















 


(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 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,


 


24

















 


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 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 Sections 4.09, 4.10, 4.11, as well as 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 personally).


 


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


 


25

















 


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.


 


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


 


26

















 


(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;


 


(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


 


27

















 


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;


 


(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
Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of
the Class A-1 Notes and the Class A-2 Notes, taken together as a single class,
or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, by the
Holders of at least 25% of the Outstanding Amount of the Class B Notes a
written notice specifying such default or


 


28

















 


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 Modified 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.


 


(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


 


29

















 


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


 


30

















 


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 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 of 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


 


31

















 


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 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, (C) there has been an Event of Default described in Section 5.01(i)
or (ii) and (D) 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;
provided, however, upon the occurrence of an Event of Default described in
Section 5.01(iv) or (v), caused solely from an event described in such
subparagraphs occurring with respect to the Trust Depositor, the Collateral
will be liquidated by the Indenture Trustee and the Trust will be terminated 90
days after the date of such Insolvency Event, unless, before the end of such
90-day period, the related Trustee shall have received written instructions
from the Required Holders, to the effect that such Required Holders disapprove
of the liquidation of such Collateral and termination of such Trust.


 


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


 


32

















 


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) or (c) 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  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 Class A-1 Notes
and the Class A-2 Notes, or, if there are no Class A-1 Notes or Class A-2 Notes
Outstanding, Holders of not less than 25% of the Outstanding Amount of the
Class B 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


 


33

















 


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 Class A-1 Notes and the Class A-2 Notes or the Class B Notes, as
the case may be, the Indenture Trustee shall act at the direction of the group
of Holders of Notes with the greater Outstanding Amount of Class A-1 Notes,
Class A-2 Notes, or Class B Notes, as the case may be; provided, however, if
the Indenture Trustee receives conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes representing an equal
Outstanding Amount of the Class A-1 Notes, Class A-2 Notes or Class B 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 the
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 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.


 


34

















 


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 group of Noteholders, in each
case holding in the aggregate more than 10% of


 


35

















 


the Outstanding Amount of the Class A-1 Notes and the
Class A-2 Notes, or, if there are no Class A-1 Notes, Class A-2 Notes Outstanding,
any Noteholder or group of Noteholders holding in the aggregate 10% of the
Outstanding Amount of the Class B 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 or 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 of
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 Modified 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,


 


36

















 


approval, extension or
waiver under the Sale and Servicing Agreement, and any right of the Issuer to
take such action shall be suspended.


 


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.


 


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(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.


 


(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,


 


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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 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,


 


39

















 


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.


 


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


 


40

















 


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.


 


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.


 


41

















 


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 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;


 


42

















 


(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 Agreement 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 Agreement
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, whose long term unsecured debt is rated at least Baa3 by Moody’s and
shall have a combined capital and surplus of at least $50,000,000 or shall be a
member of a bank holding system the aggregate combined capital and surplus of
which is $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.


 


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(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 both the Class A-1 Notes and the Class A-2 Notes and the Class B
Notes, the Issuer shall appoint a successor Indenture Trustee for the Class A-1
Notes and the Class A-2 Notes and a successor for the Class B Notes so that
there will be separate Indenture Trustees for the Class A-1 Notes and the Class
A-2 Notes on the one hand, and for the Class B Notes on the other hand.  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.


 


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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).


 


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;


 


(iii)          supply to the Indenture Trustee (and
the Indenture Trustee shall transmit by mail to all Noteholders described in
TIA §313(c)) such summaries


 


45

















 


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 May 15th beginning with May 15, 2003, 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 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


 


46

















 


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 and the
Pre-Funding Account) 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. 
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 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.


 


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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


 


48

















 


at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:


 


(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 or in any supplemental indenture
or the Transaction Documents or to make any other provisions with respect to
matters or questions arising under this Indenture or in any supplemental
indenture; 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 with
respect to the Notes 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;


 


(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; and


 


(viii)        to elect into the FASIT provisions of
the Code, provided an Opinion of Counsel to the effect that such election will
not adversely affect the Noteholders, is delivered to the Issuer and Indenture
Trustee.


 


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


 


49

















 


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.  The Issuer and the Indenture Trustee, when
authorized by an Issuer Order, may, 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 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


 


50

















 


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.


 


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 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,


 


51

















 


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 Seller 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.  Seller, 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 of the Notes to be redeemed
whereupon all such 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 9.02 of the Trust Agreement or 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.


 


(c)           If (x) the Pre-Funded Amount has not
been reduced to zero on the Distribution Date on which the Funding Period ends
(or, if the funding Period does not end on a Distribution Date, on the first
Distribution Date following the end of the Funding Period) or (y) the
Pre-Funded Amount has been reduced to $150,000 or less on any Distribution
Date, in either case after giving effect to any reductions in the Pre-Funded
Amount on such Distribution Date pursuant to Section 7.07 of the Sale and
Servicing Agreement, one or more classes of Notes then outstanding will be
redeemed, in whole or in part, as described in Section 8.02(c) in a
principal amount described therein.


 


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


 


52

















 


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 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.


 


53

















 


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
such certificate as to the fair value (within 90 days of such deposit) to the
Issuer 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 such person the proposed release will not impair the security
created by this Indenture in contravention of the provisions hereof.


 


54

















 


(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, (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
October 15, 2002, 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.


 


55

















 


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 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 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


 


56

















 


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 his 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.


 


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.


 


57

















 


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, and 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, 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


 


58

















 


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.


 


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


 


59

















 


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]


 


60

















 


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 2002-1

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY, not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:

  
							



 

















 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


	
  On

  	
   

  	
   

  
	
   

  	
  [insert date]

  	
   

  



 


	
  before me,

  	
   

  	
   

  	
   

  
	
   

  	
  [Insert name and title
  of notary]

  	
   

  
	
  personally appeared

  	
   

  	
   

  	
   

  
							



 


o            personally known to me, or


 


o                                    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

  	
   

  	
  [Seal]

  



 

















 


	
  STATE OF DELAWARE

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS

  
	
  COUNTY OF NEW CASTLE

  	
  )

  	
   

  



 


	
  On

  	
   

  	
   

  
	
   

  	
  [insert date]

  	
   

  



 


	
  before me,

  	
   

  	
   

  	
   

  
	
   

  	
  [Insert name and title
  of notary]

  	
   

  
	
  personally appeared

  	
   

  	
   

  	
   

  
							



 


o            personally known to me, or


 


o                                    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

  	
   

  	
   

  	
  [Seal]

  



 

















 


EXHIBIT A


 


[RESERVED]


 


A-1

















 


EXHIBIT B


 


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 MONTHLY INSTALLMENTS AND ON THE DATE SET FORTH HEREIN
IN FULL.  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 2002-1


 


    %
HARLEY-DAVIDSON MOTORCYCLE CONTRACT, CLASS A-1


 


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.
             

  



 


Harley-Davidson
Motorcycle Trust 2002-1, a business 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 September 2006 (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 from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution 
Date or, if no interest has yet been paid,


 


B-1

















 


from the Closing
Date.  Interest 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.  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.


 


B-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 2002-1

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  
								



 


B-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as 

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


B-4

















 


[REVERSE OF CLASS
A-1 NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its
     % Harley-Davidson Motorcycle Contract Backed
Notes, Class A-1 (the “Class A-1 Notes”), all issued under an Indenture, dated
as of April 1, 2002  (the “Indenture”),
among the Issuer and BNY Midwest Trust Company, 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


 


B-5

















 


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 Seller, on any Distribution Date on or after
the date on which the Pool Balance is less than 10% of the Aggregate
Principal Balance as of the Closing Date.


 


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 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


 


B-6

















 


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 and that the Issuer will be disregarded as a separate entity for
federal income tax purposes pursuant to Treasury Regulations Section
301.7701-3(b)(1)(ii).  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 under the Indenture at any time by the Issuer and the Modified
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.


 


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.


 


B-7

















 


EXHIBIT C


 


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 MONTHLY INSTALLMENTS AND ON THE DATE SET FORTH
HEREIN IN FULL.  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 2002-1


    %
HARLEY-DAVIDSON MOTORCYCLE CONTRACT, CLASS A-2


 


	
  REGISTERED

  	
   

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP
  No.                

  



 


Harley-Davidson
Motorcycle Trust 2002-1, a business 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 January 2010 (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 from the most recent Distribution Date
on which interest


 


C-1

















 


has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from the Closing Date.  Interest 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.  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.


 


C-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 2002-1

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  
								



 


C-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


C-4

















 


[REVERSE OF CLASS A-2
NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its
    % Harley-Davidson Motorcycle Contract Backed Notes,
Class A-2 (the “Class A-2 Notes”), all issued under an Indenture, dated as of
April 1, 2002 (the “Indenture”), among the Issuer and BNY Midwest Trust
Company, 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


 


C-5

















 


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 Seller, on any Distribution Date on or after
the date on which the Pool Balance is less than 10% of the Aggregate
Principal Balance as of the Closing Date.


 


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


 


C-6

















 


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 and that the
Issuer will be disregarded as a separate entity for federal income tax purposes
pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii).  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 Notes under the Indenture at any time by the Issuer and the
consent of the Modified 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.


 


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.


 


C-7

















 


EXHIBIT D


 


FORM OF CLASS B
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 MONTHLY INSTALLMENTS AND ON THE DATE SET FORTH
HEREIN IN FULL.  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 2002-1


 


    %
HARLEY-DAVIDSON MOTORCYCLE CONTRACT, CLASS B


 


	
  REGISTERED

  	
   

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP
  No.                

  



 


Harley-Davidson Motorcycle Trust 2002-1, a business
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 January 2010 (the
“Class B 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 from the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, if
no interest has yet been paid, from the Closing Date.  Interest will be computed on the basis of a 360-day year of
twelve


 


D-1

















 


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.  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.


 


D-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 2002-1

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  
								



 


D-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


D-4

















 


[REVERSE OF CLASS B NOTE]


 


This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its
    % Harley-Davidson Motorcycle Contract, Class B (the
“Class B Notes”), all issued under an Indenture, dated as of April 1, 2002  (the “Indenture”), among the Issuer and BNY
Midwest Trust Company, 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 B 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 B
Notes will be payable on the earlier of the Class B 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 B 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 B Notes shall be made pro rata to the Class B
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.


 


D-5

















 


The Issuer shall pay
interest on overdue installments of interest at the Class B 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 Seller, on any Distribution Date on or after
the date on which the Pool Balance is less than 10% of the Aggregate
Principal Balance as of the Closing Date.


 


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 B 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.


 


D-6

















 


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 and that the Issuer will be disregarded as a separate entity for
federal income tax purposes pursuant to Treasury Regulations Section
301.7701-3(b)(1)(ii).  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 Notes under the Indenture at any time by the Issuer and the
consent of the Modified 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.


 


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.


 


D-7

















 


EXHIBIT E


 


FORM OF ASSIGNMENT


 


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


 


PLEASE INSERT
SOCIAL SECURITY OR


OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


	
   

  
	
  (Please print or type name and address, including
  postal zip code, of assignee)

  
	
   

  
	
  the within Note, and all rights thereunder, hereby
  irrevocably constituting and appointing

  
	
   

  
	
  to transfer said Note on the books kept for
  registration thereof, with full power of substitution in the premises.

  
	
  Dated:

  	
   

  	
   

  



 


Signature
Guaranteed:


 


	
   

  	
   

  
	
   

  	
   

  
	
  Signature must be guaranteed by an eligible
  guarantor institution which is a participant in the Securities Transfer
  Agent’s Medallion Program (STAMP) or similar signature guarantee program.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Notice:  The
  signature(s) on this assignment must correspond with the name(s) as it
  appears on the face of the within Note in every particular, without
  alteration or enlargement or any change whatsoever.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Authorized Officer)

  	
   

  



 


E-1

















 


EXHIBIT F


 


FORM OF NOTE
DEPOSITORY AGREEMENT


 


F-1