Exhibit 4.2


 




 


 





HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1,


as Issuer,


 


 


and


 


 


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


not in its individual capacity but solely in
its capacity


as Indenture Trustee


 






 


INDENTURE


 


Dated as of November 1, 2010


 






 


Motorcycle Contract Backed Notes


 




 





 

















 


CROSS-REFERENCE TABLE


 


	
  TIA

  	
   

  	
  Indenture

  
	
  Section

  	
   

  	
  Section

  
	
  310(a)(1)

  	
   

  	
  6.11

  
	
  (a)(2)

  	
   

  	
  6.11

  
	
  (a)(3)

  	
   

  	
  6.10

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  6.11

  
	
  (b)

  	
   

  	
  6.08; 6.11; 11.04

  
	
  311(a)

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
  6.13

  
	
  312(a)

  	
   

  	
  7.01; 7.02

  
	
  (b)

  	
   

  	
  7.02

  
	
  (c)

  	
   

  	
  7.02

  
	
  313(a)

  	
   

  	
  7.04

  
	
  (b)

  	
   

  	
  7.04

  
	
  (c)

  	
   

  	
  7.04

  
	
  (d)

  	
   

  	
  7.04

  
	
  314(a)

  	
   

  	
  7.03

  
	
  (b)

  	
   

  	
  3.06

  
	
  (c)(1)

  	
   

  	
  2.02; 6.02; 11.01

  
	
  (c)(2)

  	
   

  	
  11.01

  
	
  (c)(3)

  	
   

  	
  11.01

  
	
  (d)

  	
   

  	
  11.01

  
	
  (e)

  	
   

  	
  11.01

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  6.01

  
	
  (b)

  	
   

  	
  6.05

  
	
  (c)

  	
   

  	
  6.01

  
	
  (d)

  	
   

  	
  5.12; 6.01

  
	
  (e)

  	
   

  	
  5.14

  
	
  316(a)(1)(A)

  	
   

  	
  5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.02

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
  N.A.

  
	
  317(a)

  	
   

  	
  5.03; 5.04

  
	
  (b)

  	
   

  	
  3.03

  
	
  318(a)

  	
   

  	
  11.18

  



 






*           N.A.
means Not Applicable


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


 


i

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.01.

  	
  DEFINITIONS

  	
  2

  
	
  SECTION 1.02.

  	
  INCORPORATION BY REFERENCE OF
  TRUST INDENTURE ACT

  	
  8

  
	
  SECTION 1.03.

  	
  RULES OF CONSTRUCTION

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  
	
  THE NOTES

  	
  9

  
	
   

  	
   

  
	
  SECTION 2.01.

  	
  FORM

  	
  9

  
	
  SECTION 2.02.

  	
  EXECUTION, AUTHENTICATION AND
  DELIVERY

  	
  10

  
	
  SECTION 2.03.

  	
  TEMPORARY NOTES

  	
  10

  
	
  SECTION 2.04.

  	
  REGISTRATION; REGISTRATION OF
  TRANSFER AND EXCHANGE

  	
  11

  
	
  SECTION 2.05.

  	
  MUTILATED, DESTROYED, LOST OR STOLEN
  NOTES

  	
  12

  
	
  SECTION 2.06.

  	
  PERSONS DEEMED OWNER

  	
  13

  
	
  SECTION 2.07.

  	
  PAYMENT OF PRINCIPAL AND
  INTEREST; DEFAULTED INTEREST

  	
  13

  
	
  SECTION 2.08.

  	
  CANCELLATION

  	
  14

  
	
  SECTION 2.09.

  	
  BOOK-ENTRY NOTES

  	
  14

  
	
  SECTION 2.10.

  	
  NOTICES TO CLEARING AGENCY

  	
  15

  
	
  SECTION 2.11.

  	
  DEFINITIVE NOTES

  	
  15

  
	
  SECTION 2.12.

  	
  RELEASE OF COLLATERAL

  	
  15

  
	
  SECTION 2.13.

  	
  TAX TREATMENT

  	
  16

  
	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
  16

  
	
   

  	
   

  
	
  SECTION 3.01.

  	
  PAYMENT OF PRINCIPAL AND
  INTEREST

  	
  16

  
	
  SECTION 3.02.

  	
  MAINTENANCE OF OFFICE OR AGENCY

  	
  16

  
	
  SECTION 3.03.

  	
  MONEY FOR PAYMENTS TO BE HELD IN
  TRUST

  	
  16

  
	
  SECTION 3.04.

  	
  EXISTENCE

  	
  18

  
	
  SECTION 3.05.

  	
  PROTECTION OF COLLATERAL

  	
  18

  
	
  SECTION 3.06.

  	
  OPINIONS AS TO COLLATERAL

  	
  18

  
	
  SECTION 3.07.

  	
  PERFORMANCE OF OBLIGATIONS;
  SERVICING OF CONTRACTS

  	
  19

  
	
  SECTION 3.08.

  	
  NEGATIVE COVENANTS

  	
  19

  
	
  SECTION 3.09.

  	
  ANNUAL STATEMENT AS TO
  COMPLIANCE

  	
  20

  
	
  SECTION 3.10.

  	
  ISSUER
  MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS

  	
  20

  
	
  SECTION 3.11.

  	
  SUCCESSOR OR TRANSFEREE

  	
  22

  
	
  SECTION 3.12.

  	
  NO OTHER BUSINESS

  	
  22

  
	
  SECTION 3.13.

  	
  NO BORROWING

  	
  22

  
	
  SECTION 3.14.

  	
  SERVICER’S OBLIGATIONS

  	
  22

  
	
  SECTION 3.15.

  	
  GUARANTEES, LOANS ADVANCES AND
  OTHER LIABILITIES

  	
  22

  
	
  SECTION 3.16.

  	
  CAPITAL EXPENDITURES

  	
  22

  
	
  SECTION 3.17.

  	
  RESTRICTED PAYMENTS

  	
  22

  
	
  SECTION 3.18.

  	
  NOTICE OF EVENTS OF DEFAULT

  	
  23

  
	
  SECTION 3.19.

  	
  FURTHER INSTRUMENTS AND ACTS

  	
  23

  
	
  SECTION 3.20.

  	
  COMPLIANCE WITH LAWS

  	
  23

  
	
  SECTION 3.21.

  	
  AMENDMENTS OF SALE AND SERVICING
  AGREEMENT AND TRUST AGREEMENT

  	
  23

  



 


ii

















 


	
  SECTION 3.22.

  	
  REMOVAL OF ADMINISTRATOR

  	
  23

  
	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  
	
  SATISFACTION
  AND DISCHARGE

  	
  23

  
	
   

  	
   

  
	
  SECTION 4.01.

  	
  SATISFACTION AND DISCHARGE OF
  INDENTURE

  	
  23

  
	
  SECTION 4.02.

  	
  APPLICATION OF TRUST MONEY

  	
  24

  
	
  SECTION 4.03.

  	
  REPAYMENT OF MONEYS HELD BY
  PAYING AGENT

  	
  24

  
	
  SECTION 4.04.

  	
  RELEASE OF COLLATERAL

  	
  25

  
	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
  25

  
	
   

  	
   

  
	
  SECTION 5.01.

  	
  EVENTS OF DEFAULT

  	
  25

  
	
  SECTION 5.02.

  	
  RIGHTS UPON EVENT OF DEFAULT

  	
  26

  
	
  SECTION 5.03.

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

  	
  26

  
	
  SECTION 5.04.

  	
  REMEDIES

  	
  28

  
	
  SECTION 5.05.

  	
  OPTIONAL PRESERVATION OF THE
  CONTRACTS

  	
  29

  
	
  SECTION 5.06.

  	
  PRIORITIES

  	
  29

  
	
  SECTION 5.07.

  	
  LIMITATION OF SUITS

  	
  29

  
	
  SECTION 5.08.

  	
  UNCONDITIONAL RIGHTS OF
  NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST

  	
  30

  
	
  SECTION 5.09.

  	
  RESTORATION OF RIGHTS AND
  REMEDIES

  	
  30

  
	
  SECTION 5.10.

  	
  RIGHTS AND REMEDIES CUMULATIVE

  	
  30

  
	
  SECTION 5.11.

  	
  DELAY OR OMISSION NOT A WAIVER

  	
  30

  
	
  SECTION 5.12.

  	
  CONTROL BY NOTEHOLDERS

  	
  30

  
	
  SECTION 5.13.

  	
  WAIVER OF PAST DEFAULTS

  	
  31

  
	
  SECTION 5.14.

  	
  UNDERTAKING FOR COSTS

  	
  31

  
	
  SECTION 5.15.

  	
  WAIVER OF STAY OR EXTENSION LAWS

  	
  31

  
	
  SECTION 5.16.

  	
  ACTION ON NOTES

  	
  31

  
	
  SECTION 5.17.

  	
  PERFORMANCE AND ENFORCEMENT OF
  CERTAIN OBLIGATIONS

  	
  32

  
	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  
	
  THE
  INDENTURE TRUSTEE

  	
  32

  
	
   

  	
   

  
	
  SECTION 6.01.

  	
  DUTIES OF INDENTURE TRUSTEE

  	
  32

  
	
  SECTION 6.02.

  	
  RIGHTS OF INDENTURE TRUSTEE

  	
  33

  
	
  SECTION 6.03.

  	
  INDIVIDUAL RIGHTS OF INDENTURE
  TRUSTEE

  	
  34

  
	
  SECTION 6.04.

  	
  INDENTURE TRUSTEE’S DISCLAIMER

  	
  34

  
	
  SECTION 6.05.

  	
  NOTICE OF DEFAULTS

  	
  34

  
	
  SECTION 6.06.

  	
  REPORTS BY INDENTURE TRUSTEE TO
  HOLDERS

  	
  35

  
	
  SECTION 6.07.

  	
  COMPENSATION AND INDEMNITY

  	
  35

  
	
  SECTION 6.08.

  	
  REPLACEMENT OF INDENTURE TRUSTEE

  	
  35

  
	
  SECTION 6.09.

  	
  SUCCESSOR INDENTURE TRUSTEE BY
  MERGER

  	
  36

  
	
  SECTION 6.10.

  	
  APPOINTMENT OF CO-INDENTURE
  TRUSTEE OR SEPARATE INDENTURE TRUSTEE

  	
  37

  
	
  SECTION 6.11.

  	
  ELIGIBILITY

  	
  38

  
	
  SECTION 6.12.

  	
  PENNSYLVANIA MOTOR VEHICLE SALES
  FINANCE ACT LICENSES

  	
  39

  
	
  SECTION 6.13.

  	
  PREFERENTIAL COLLECTION OF
  CLAIMS AGAINST ISSUER

  	
  39

  
	
  SECTION 6.14.

  	
  REPRESENTATIONS AND WARRANTIES
  OF INDENTURE TRUSTEE

  	
  39

  



 


iii

















 


	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  
	
  NOTEHOLDERS’
  LISTS AND REPORTS

  	
  40

  
	
   

  	
   

  
	
  SECTION 7.01.

  	
  ISSUER TO FURNISH INDENTURE
  TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS

  	
  40

  
	
  SECTION 7.02.

  	
  PRESERVATION OF INFORMATION:
  COMMUNICATION TO NOTEHOLDERS

  	
  40

  
	
  SECTION 7.03.

  	
  REPORTS BY ISSUER

  	
  40

  
	
  SECTION 7.04.

  	
  REPORTS BY INDENTURE TRUSTEE

  	
  41

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  
	
  ACCOUNTS,
  DISBURSEMENTS AND RELEASES

  	
  41

  
	
   

  	
   

  
	
  SECTION 8.01.

  	
  COLLECTION OF MONEY

  	
  41

  
	
  SECTION 8.02.

  	
  TRUST ACCOUNTS

  	
  41

  
	
  SECTION 8.03.

  	
  GENERAL PROVISIONS REGARDING
  ACCOUNTS

  	
  42

  
	
  SECTION 8.04.

  	
  RELEASE OF COLLATERAL

  	
  42

  
	
  SECTION 8.05.

  	
  OPINION OF COUNSEL

  	
  43

  
	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  	
  43

  
	
   

  	
   

  
	
  SECTION 9.01.

  	
  SUPPLEMENTAL INDENTURES WITHOUT
  CONSENT OF NOTEHOLDERS

  	
  43

  
	
  SECTION 9.02.

  	
  SUPPLEMENTAL INDENTURES WITH
  CONSENT OF NOTEHOLDERS

  	
  44

  
	
  SECTION 9.03.

  	
  EXECUTION OF SUPPLEMENTAL
  INDENTURES

  	
  45

  
	
  SECTION 9.04.

  	
  EFFECT OF SUPPLEMENTAL INDENTURE

  	
  45

  
	
  SECTION 9.05.

  	
  CONFORMITY WITH TRUST INDENTURE
  ACT

  	
  46

  
	
  SECTION 9.06.

  	
  REFERENCE IN NOTES TO
  SUPPLEMENTAL INDENTURES

  	
  46

  
	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  
	
  REDEMPTION
  OF NOTES

  	
  46

  
	
   

  	
   

  
	
  SECTION 10.01.

  	
  REDEMPTION

  	
  46

  
	
  SECTION 10.02.

  	
  FORM OF REDEMPTION NOTICE

  	
  46

  
	
  SECTION 10.03.

  	
  NOTES PAYABLE ON REDEMPTION DATE

  	
  47

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
  47

  
	
   

  	
   

  
	
  SECTION 11.01.

  	
  COMPLIANCE CERTIFICATES AND
  OPINIONS, ETC.

  	
  47

  
	
  SECTION 11.02.

  	
  FORM OF DOCUMENTS DELIVERED
  TO INDENTURE TRUSTEE

  	
  49

  
	
  SECTION 11.03.

  	
  ACTS OF NOTEHOLDERS

  	
  49

  
	
  SECTION 11.04.

  	
  NOTICES

  	
  50

  
	
  SECTION 11.05.

  	
  NOTICES TO NOTEHOLDERS; WAIVER

  	
  50

  
	
  SECTION 11.06.

  	
  ALTERNATE PAYMENT AND NOTICE
  PROVISIONS

  	
  50

  
	
  SECTION 11.07.

  	
  EFFECT OF HEADINGS AND TABLE OF
  CONTENTS

  	
  51

  
	
  SECTION 11.08.

  	
  SUCCESSORS AND ASSIGNS

  	
  51

  
	
  SECTION 11.09.

  	
  SEPARABILITY

  	
  51

  
	
  SECTION 11.10.

  	
  BENEFITS OF INDENTURE

  	
  51

  
	
  SECTION 11.11.

  	
  LEGAL HOLIDAYS

  	
  51

  
	
  SECTION 11.12.

  	
  GOVERNING LAW

  	
  51

  



 


iv

















 


	
  SECTION 11.13.

  	
  COUNTERPARTS

  	
  51

  
	
  SECTION 11.14.

  	
  RECORDING OF INDENTURE

  	
  51

  
	
  SECTION 11.15.

  	
  TRUST OBLIGATION

  	
  51

  
	
  SECTION 11.16.

  	
  NO PETITION

  	
  52

  
	
  SECTION 11.17.

  	
  INSPECTION

  	
  52

  
	
  SECTION 11.18.

  	
  CONFLICT WITH TRUST INDENTURE
  ACT

  	
  52

  
	
  SECTION 11.19.

  	
  DISCLAIMER AND SUBORDINATION

  	
  52

  



 


 


	
  EXHIBITS

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Form of Class A-1 Note

  	
  A-1-1

  
	
  Exhibit A-2

  	
  Form of Class A-2 Note

  	
  A-2-1

  
	
  Exhibit A-3

  	
  Form of Class A-3 Note

  	
  A-3-1

  
	
  Exhibit A-4

  	
  Form of Class A-4 Note

  	
  A-4-1

  
	
  Exhibit B

  	
  Form of Class B Note

  	
  B-1

  
	
  Exhibit C

  	
  Form of Class C Note

  	
  C-1

  
	
  Exhibit D

  	
  Form of Note Depository Agreement

  	
  D-1

  
				



 


v

















 


INDENTURE


 


Indenture, dated as of November 1, 2010 (this “Indenture”),
between Harley-Davidson Motorcycle Trust 2010-1, a Delaware statutory trust
(the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., in its
capacity as indenture trustee (the “Indenture Trustee”) and not in its
individual capacity.


 


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


 


GRANTING CLAUSE


 


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


 


The foregoing Grant is made in trust to secure the
payment of principal of and interest on, and any other amounts owing in respect
of, the Notes, equally and ratably without prejudice, priority or distinction,
except for the subordination of the Class B Notes and Class C 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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes.


 


“Class B Final Distribution
Date” 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 B.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


“Commission” means the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


“Issuer” means Harley-Davidson Motorcycle Trust 2010-1 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.


 


5
















 


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


 


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


 


“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


 


6

















 


respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes, the Trust Depositor, Harley-Davidson
Credit or any of their respective Affiliates.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“United States” means the United States of America.


 


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


 


“Commission” means the Securities and Exchange Commission.


 


“indenture securities” means the Notes.


 


8

















 


“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.


 


ARTICLE TWO


 


THE
NOTES


 


Section 2.01.        Form.  The Notes, in each case together with the Indenture
Trustee’s certificate of authentication, shall be in substantially the forms
set forth as Exhibits to this Indenture with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. 
Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.


 


9

















 


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


 


Section 2.02.        Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the
Issuer by any of its Authorized Officers. 
The signature of any such Authorized Officer on the Notes may be manual
or facsimile.  Notes bearing the manual
or facsimile signature of individuals who were at any time Authorized Officers
of the Issuer shall bind the Issuer, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.


 


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


 


	
  Class

  	
   

  	
  Aggregate Principal Amount

  	
   

  
	
  Class A-1

  	
   

  	
  $

  	
  130,000,000

  	
   

  
	
  Class A-2

  	
   

  	
  $

  	
  182,000,000

  	
   

  
	
  Class A-3

  	
   

  	
  $

  	
  148,000,000

  	
   

  
	
  Class A-4

  	
   

  	
  $

  	
  77,610,000

  	
   

  
	
  Class B

  	
   

  	
  $

  	
  25,820,000

  	
   

  
	
  Class C

  	
   

  	
  $

  	
  36,570,000

  	
   

  



 


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 $100,000 and in
integral multiples of $1,000 in excess thereof.


 


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


 


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


 


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


 


10

















 


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.


 


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


 


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


 


No service charge shall be made to a Holder for any
registration of transfer or exchange of Notes, but the Issuer or the Indenture
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes, other than exchanges pursuant to Section 2.03
not involving any transfer.


 


Each Person that acquires a Note or a beneficial
interest in a Note shall be required to represent, or in the case of a Book
Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it
is not, and is not acquiring the Note or a beneficial interest in the Note on
behalf of or with “plan assets” (as determined under Department of Labor
Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee
benefit plan subject to Similar Law, or (ii) its acquisition, holding and
disposition of the Note or a beneficial interest in the Note do not give rise
to a


 


11

















 


nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code, or any Similar Law.  Any transfer with respect to which the
representation in clause (i) or (ii) above is not true shall be void ab initio.


 


The preceding provisions of this Section notwithstanding,
the Issuer shall not be required to make and the Note Registrar need not
register transfers or exchanges of Notes selected for redemption or of any Note
for a period of 15 days preceding the due date for any payment with respect to
the Note.


 


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


 


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


 


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


 


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


 


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


 


Section 2.05.        Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note
is surrendered to the Indenture Trustee, or the Indenture Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by them to hold the Issuer and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a
protected purchaser, within the meaning of § 8-303 of the UCC, the Issuer
shall execute and upon its request the Indenture Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Note, a replacement Note of the same Class and denomination; provided, however, that
if any such destroyed, lost or stolen Note, but not a mutilated Note, shall
have become or within seven days shall be due and payable, or shall have been
called for redemption, instead of issuing a replacement Note, the Issuer may
pay such destroyed, lost or stolen Note when so due or payable or upon the
Redemption Date without surrender thereof. 
If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence,
a protected purchaser, within the meaning of § 8-303 of the UCC, of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer, and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or


 


12

















 


any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such Person,
except a protected purchaser, within the meaning of § 8-303 of the UCC,
and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the
Issuer or the Indenture Trustee in connection therewith.


 


Upon the issuance of any replacement Note under this
Section, the Issuer or the Indenture Trustee may require the payment by the
Holder of such Note of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable
expenses (including the fees and expenses of the Indenture Trustee or the Note
Registrar) connected therewith.


 


Every replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


 


The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.


 


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


 


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


 


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


 


(b)           The principal of each Note shall be payable on each Distribution Date to
the extent provided in the form of the related Note set forth as an Exhibit hereto.  Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not
previously paid, on the date on which the maturity of the Notes has been
accelerated in the manner provided in Section 5.02.  All principal payments on each Class of
Notes shall be made pro rata to the Noteholders of such Class entitled
thereto.  The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business
on the Record Date preceding the Distribution Date on which the Issuer expects
that the final installment of principal of and interest on such Note will be


 


13

















 


paid.  Such notice shall be mailed within five
Business Days of receipt of notice of termination of the Trust pursuant to Section 9.01(c) of
the Trust Agreement and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment.  Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.


 


(c)           If the Issuer defaults in a payment of interest on the Notes, the Issuer
shall pay defaulted interest (plus interest on such defaulted interest to the
extent lawful) at the applicable Interest Rate in any lawful manner.  The Issuer may pay such defaulted interest to
the Persons who are Noteholders on a subsequent special record date, which date
shall be at least five Business Days prior to the related payment date.  The Issuer shall fix or cause to be fixed any
such special record date and payment date and, at least 15 days before any such
special record date, the Issuer shall mail to the Indenture Trustee and each
Noteholder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.


 


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


 


14

















 


Agreement, unless and until Definitive Notes are
issued pursuant to Section 2.11, the Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants; and


 


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


 


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


 


Section 2.11.        Definitive Notes.  If (i)(A) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities as described in the applicable
Note Depository Agreement, and (B) Indenture Trustee or the Administrator
is unable to locate a qualified successor, (ii) the Administrator or the
Owner Trustee, as applicable, notifies the Clearing Agency of its intent to
terminate the book-entry system through the Clearing Agency and requests a withdrawal
of the Book-Entry Notes held by the Clearing Agency, and after receipt by the
Clearing Agency Participants of an important notice issued by the Clearing
Agency notifying the Clearing Agency Participants of such withdrawal request,
the Clearing Agency Participants holding beneficial interests in the Book-Entry
Notes agree to initiate such termination, or (iii) after the occurrence of
an Event of Default, the Required Holders advise the Indenture Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the related Noteholders, then the Indenture Trustee shall
notify all Noteholders of the related Class or Classes of Notes, through
the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Notes of the related Class of Notes to
Noteholders requesting the same.  Upon
surrender to the Indenture Trustee of the Note or Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency.  None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. 
Upon the issuance of Definitive Notes of a Class, the Indenture Trustee
shall recognize the Noteholders of the Definitive Notes as Noteholders
hereunder.


 


The Indenture Trustee shall not be liable if the
Indenture Trustee or the Administrator is unable to locate a qualified
successor Clearing Agency.  The Definitive
Notes shall be typewritten, printed, lithographed or engraved or produced by
any combination of these methods (with or without steel engraved borders), all
as determined by the officers executing such Notes, as evidenced by their
execution of such Notes.


 


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


 


15
















 


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
held by persons other than the Trust Depositor or one of its affiliates be
treated as indebtedness for all federal, state, local, and foreign income and
franchise tax purposes.  The Issuer, by
entering into this Indenture, and each Noteholder, by its acceptance of its
Note agree to treat the Notes held by persons other than the Trust Depositor or
one of its affiliates for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.


 


ARTICLE THREE


 


COVENANTS


 


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


 


Section 3.02.        Maintenance of Office or Agency.  The Issuer will maintain in Wilmington,
Delaware, an office or agency where Notes may be surrendered for registration
of transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the
Indenture Trustee to serve as its agent for the foregoing purposes.  The Issuer will give prompt written notice to
the Indenture Trustee of the location, and of any change in the location, of
any such office or agency.  If at any
time the Issuer shall fail to maintain any such office or agency or shall fail
to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and
the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.


 


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


 


On or before the Business Day immediately preceding
each Distribution Date and Redemption Date, the Issuer shall deposit or cause
to be deposited in the Note Distribution Account an aggregate sum sufficient to
pay the amounts then becoming due under the Notes, such sum to be held in trust
for the benefit of the Persons entitled thereto and (unless the Paying Agent is
the Indenture Trustee) shall promptly notify the Indenture Trustee of its
action or failure so to act.


 


16

















 


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 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


 


17

















 


moneys due and payable but not claimed is determinable
from the records of the Indenture Trustee or of any Paying Agent, at the last
address of record for each such Holder).


 


Section 3.04.        Existence.  The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Collateral.


 


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


 


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


 


(ii)           maintain
or preserve the lien and security interest (and the priority thereof) created
by this Indenture or carry out more effectively the purposes hereof;


 


(iii)          perfect,
publish notice of or protect the validity of any Grant made or to be made by
this Indenture;


 


(iv)          enforce
any of the Collateral;


 


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


 


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


 


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


 


Section 3.06.        Opinions as to Collateral.  On the Closing Date, the Issuer shall furnish
to the Indenture Trustee an Opinion of Counsel to the effect that, in the
opinion of such counsel, either (i) all financing statements and
continuation statements have been executed and filed that are


 


18

















 


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 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;


 


19

















 


(iii)          except
as may be expressly permitted hereby, (A) permit the validity or
effectiveness of this Indenture to be impaired, or permit the lien created by
this Indenture to be amended, hypothecated, subordinated, terminated or
discharged, or permit any Person to be released from any covenant; or
obligations with respect to the Notes under this Indenture except as may be
expressly permitted hereby, (B) permit any lien, charge, excise, claim,
security interest, mortgage or other encumbrance (other than the lien of this
Indenture) to be created on or extend to or otherwise arise upon or burden the
Collateral or any part thereof or any interest therein or the proceeds thereof
(other than tax liens, mechanics’ liens and other liens that arise by operation
of law, in each case on a Motorcycle and arising solely as a result of an
action or omission of the related Obligor), (C) permit the lien created by
this Indenture not to constitute a valid first priority (other than with
respect to any such tax, mechanics’ or other lien) security interest in the
Collateral, or (D) amend, modify or fail to comply with the provisions of
the Transaction Documents without the prior written consent of the Indenture
Trustee, except where the Transaction Documents allow for amendment or
modification without the consent or approval of the Indenture Trustee;


 


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


 


(v)           change
its name or state of formation.


 


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


 


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


 


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


 


20

















 


(iv)          the
Issuer shall have received an Opinion of Counsel which shall be delivered to
and shall be satisfactory to the Indenture Trustee to the effect that such
transaction will not have any material adverse tax consequence to the Trust,
any Noteholder or any Certificateholder;


 


(v)           any
action as is necessary to maintain the lien and security interest created by this
Indenture shall have been taken;


 


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


 


(vii)         the
Person (if other than the Issuer) formed by or surviving such consolidation or
merger has a net worth, immediately after such consolidation or merger, that is
(A) greater than zero and (B) not less than the net worth of the
Issuer immediately prior to giving effect to such consolidation or merger.


 


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


 


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


 


21

















 


such supplemental indenture comply with this Article Three
and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filings required by Exchange
Act); and


 


(vii)         the
Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater
than zero and (B) not less than the net worth of the Issuer immediately
prior to giving effect to such conveyance or transfer.


 


Section 3.11.        Successor or Transferee.


 


(a)           Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a),
the Person formed by or surviving such consolidation or merger (if other than
the Issuer) shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with same effect as if such
Person has been named as the Issuer herein.


 


(b)           Upon a conveyance or transfer of all or substantially all the assets or
properties of the Issuer pursuant to Section 3.10(b), the Issuer will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery of written notice to the Indenture Trustee stating that the Issuer
is to be so released.


 


Section 3.12.        No Other Business.  The Issuer shall not engage in any business
other than financing, purchasing, owning, selling and managing the Contracts in
the manner contemplated by this Indenture and the other Transaction Documents
and activities incidental thereto.


 


Section 3.13.        No Borrowing.  The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) any other Indebtedness
permitted by or arising under the other Transaction Documents.  The proceeds of the Notes shall be used
exclusively to fund the Issuer’s purchase of the Contracts and the other assets
specified in the Sale and Servicing Agreement, to fund the Reserve Fund and to
pay the transactional expenses of the Issuer.


 


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


 


Section 3.15.        Guarantees, Loans Advances and Other Liabilities.  Except as otherwise
contemplated by the Transaction Documents, the Issuer shall not make any loan
or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuming another’s payment or performance on
any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities
of, any other interest in, or make any capital contribution to, any other
Person.


 


Section 3.16.        Capital Expenditures.  The Issuer shall not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (either realty or
personalty).


 


Section 3.17.        Restricted Payments.  Except as permitted by the Transaction
Documents, the Issuer shall not, directly or indirectly, (i) pay any
dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership


 


22

















 


or equity interest or security in or of the Issuer or
to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside
or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or
cause to be made, (A) distributions to the Servicer, the Owner Trustee and
the Certificateholder as contemplated by, and to the extent funds are available
for such purpose under, the Sale and Servicing Agreement or the Trust Agreement
and (B) payments to the Indenture Trustee and the Owner Trustee pursuant
to Section 1(a)(ii) of the Administration Agreement.  The Issuer will not, directly or indirectly,
make payments to or distributions from the Collection Account except in accordance
with this Indenture and the other Transaction Documents.


 


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


 


Section 3.19.        Further Instruments and Acts.  Upon request of the Indenture Trustee, the
Issuer will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.


 


Section 3.20.        Compliance with Laws.  The Issuer shall comply with the requirements
of all applicable laws, the non-compliance with which would, individually or in
the aggregate, materially and adversely affect the ability of the Issuer to
perform its obligations under the Notes, this Indenture or any other
Transaction Document.


 


Section 3.21.        Amendments of Sale and Servicing Agreement and Trust Agreement.  The Issuer shall not agree to
any amendment to Section 11.01 of the Trust Agreement to eliminate the
requirements thereunder that the Indenture Trustee or the Holders of the Notes
consent to amendments thereto as provided therein.  Prior to the execution of an amendment pursuant
to Section 11.01 of the Sale and Servicing Agreement, the Issuer shall
give written notice of such proposed amendment to the Rating Agencies.


 


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


 


23

















 


(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 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


 


24

















 


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 of the Controlling Class 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 Issuer by the Indenture Trustee or by the Holders of at least 25%
of the Outstanding Amount of the Controlling Class a written notice
specifying such default or incorrect representation or warranty and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder;


 


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


 


(v)           the
commencement by the Issuer of a voluntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by the Issuer to the entry of an order for relief in an
involuntary case under any such law, or the


 


25

















 


consent by the Issuer to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part of
the Collateral, or the making by the Issuer of any general assignment for the benefit
of creditors, or the failure by the Issuer generally to pay its debts as such
debts become due, or the taking of action by the Issuer in furtherance of any
of the foregoing.


 


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


 


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


 


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


 


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


 


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


 


(c)           If an Event of Default occurs and is continuing, the Indenture Trustee
may in its discretion (except as provided in Section 5.03(d)), proceed to
protect and enforce its rights and the rights of the Noteholders by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.


 


(d)           Notwithstanding anything to the contrary contained in this Indenture, if
an Event of Default shall have occurred and be continuing and if the Issuer
fails to perform its obligations under Section 10.01(b) when and as
due, the Indenture Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Noteholders by such appropriate Proceedings as
the Indenture


 


26

















 


Trustee shall deem most
effective to protect and enforce any such rights, whether for specific
performance of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or
by law, provided that the Indenture Trustee shall only be entitled to take any
such actions to the extent such actions (i) are taken only to enforce the
Issuer’s obligations to redeem the principal amount of Notes, and (ii) are
taken only against the Collateral any investments therein and any proceeds
thereof.


 


(e)           In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest
in the Collateral, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the principal
of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:


 


(i)            to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Notes and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee (including any claim for reasonable
compensation to the Indenture Trustee and each predecessor Indenture Trustee,
and their respective agents, attorneys and counsel, and for reimbursement of
all expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of
negligence or bad faith) and of the Noteholders allowed in such Proceedings;


 


(ii)  unless prohibited
by applicable law and regulations, to vote on behalf of the Holders of Notes in
any election of a trustee, a standby trustee or Person performing similar
functions in any such Proceedings;


 


(iii)  to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute all amounts received with respect to the claims of the
Noteholders and the Indenture Trustee on their behalf; and


 


(iv)  to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Indenture Trustee or the Holders of Notes
allowed in any judicial proceedings relative to the Issuer, its creditors and
its property;


 


and any trustee, receiver, liquidator, custodian or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Indenture Trustee, and, in the event
that the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee except as
a result of negligence or bad faith.


 


27
















 


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


 


(g)           All rights of action and of asserting claims under this Indenture or
under any of the Notes may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes.


 


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


 


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


 


(i)            institute
Proceedings in its own name and as or on behalf of a trustee of an express
trust for the collection of all amounts then payable on the Notes or under this
Indenture with respect thereto, whether by declaration or otherwise, enforce
any judgment obtained, and collect from the Issuer and any other obligor upon
such Notes moneys adjudged due;


 


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


 


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


 


(iv)          sell
the Collateral or any portion thereof or rights or interest therein, at one or
more public or private sales called and conducted in any manner permitted by
law; provided, however,
that the Indenture Trustee may not sell or otherwise liquidate the Collateral
following an Event of Default, unless (A) the Holders of 100% of the
Outstanding Amount of the Notes, consent thereto, (B) the proceeds of such
sale or liquidation distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid upon such Notes for principal
and interest or (C) there has been an Event of Default described in Section 5.01(i) or
(ii) and the Indenture Trustee determines that the Collateral will not
continue to provide sufficient funds for the payment of principal of and
interest on the Notes as they would have become due if the Notes had not been
declared due and payable, and the Indenture Trustee provides prior written
notice to the Administrator and obtains the consent of the Required Holders,
and the Administrator provides written notice to each Rating Agency.  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


 


28

















 


an Independent investment banking or accounting firm
of national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Collateral for such purpose.


 


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


 


Section 5.06.        Priorities.


 


(a)           If the Indenture Trustee collects any money or property pursuant to this
Article Five, it shall pay out the money or property in the order and
priority set forth in Section 7.05(b) 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 Controlling Class have
made written request to the Indenture Trustee to institute such Proceeding in
respect of such Event of Default in its own name as Indenture Trustee
hereunder;


 


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


 


(iv)          the
Indenture Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute such Proceedings; and


 


(v)           no
direction inconsistent with such written request has been given to the
Indenture Trustee during such 60-day period by the Required Holders.


 


It is understood and intended that no one or more
Holders of Notes shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Notes or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided.


 


29

















 


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


 


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


 


Section 5.09.        Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder
has instituted any Proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason
or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Indenture Trustee and the Noteholders shall
continue as though no such Proceeding had been instituted.


 


Section 5.10.        Rights and Remedies Cumulative.  No right or remedy herein conferred upon or
reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


Section 5.11.        Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee
or any Holder of any Note to exercise any right or remedy accruing upon any
Default of Event of Default shall impair any such right or remedy or constitute
a waiver of any such Default or Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article Five or by law to the Indenture Trustee or to the Noteholders
may be exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee or by the Noteholders, as the case may be.


 


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


 


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


 


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


 


(iii) if the conditions set forth in Section 5.05
have been satisfied and the Indenture Trustee elects to retain the Collateral
pursuant to such Section, then any direction to the Indenture


 


30

















 


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.  Prior to the time a judgment or decree for
payment of money due has been obtained as described in Section 5.03, the
Required Holders may waive any past Default or Event of Default and its
consequences, except a Default (i) in payment of principal or interest on
any of the Notes or (ii) in respect of a covenant or provision hereof that
cannot be modified or amended without the consent of all Noteholders.  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
the Outstanding Amount of the Controlling Class or (iii) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).


 


Section 5.15.        Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead or in
any manner whatsoever, claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Issuer (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantages of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Indenture Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


 


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


 


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Issuer.  Any
money or property collected by the Indenture Trustee shall be applied in
accordance with Section 5.06.


 


Section 5.17.        Performance and Enforcement of Certain Obligations.


 


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


 


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


 


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.


 


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


 


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


 


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


 


(iii)          the Indenture Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 5.12.


 


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


 


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


 


(f)            Money held in trust by the Indenture Trustee need not be segregated from
other funds except to the extent required by law or the terms of this Indenture
or the Sale and Servicing Agreement.


 


(g)           No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that
repayments of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 


(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


 


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part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.


 


(d)           The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however,
that the Indenture Trustee’s conduct does not constitute willful misconduct,
negligence or bad faith.


 


(e)           The Indenture Trustee may consult with counsel, and the advice of such
counsel or any Opinion of Counsel with respect to legal matters relating to
this Indenture and the Notes shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel.


 


(f)            The Indenture Trustee shall be under no obligation to institute, conduct
or defend any litigation under this Indenture or in relation to this Indenture,
at the request, order or direction of any of the Holders of Notes, pursuant to
the provisions of this Indenture, unless such Holders of Notes shall have
offered to the Indenture Trustee reasonable security or indemnity against the
costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that
the Indenture Trustee shall, upon the occurrence of an Event of Default (that
has not been cured), exercise the rights and powers vested in it by this
Indenture in a manner consistent with Section 6.01.


 


(g)           The Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless so requested by the Holders of Notes evidencing
not less than 25% of the Outstanding Amount of the Notes; provided,
however, that if the payment within a
reasonable time to the Indenture Trustee of the costs, expenses  or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Indenture Trustee,
not reasonably assured to the Indenture Trustee by the security afforded to it
by the terms of this Indenture or the Sale and Servicing Agreement, the
Indenture Trustee may require reasonable indemnity against such cost, expense
or liability as a condition to so proceeding; the 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


 


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Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.


 


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


 


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


 


The Issuer’s payment obligations and indemnification
to the Indenture Trustee pursuant to this Section shall survive the
resignation or removal of the Indenture Trustee and the termination and
discharge of this Indenture; provided that the Indenture Trustee shall be
entitled only to compensation for its services for the period prior to the date
of such resignation or removal of the Indenture Trustee.  When the Indenture Trustee incurs expenses
after the occurrence of an Event of Default specified in Section 5.01(iv) or
(v) with respect to the Issuer, the expenses are intended to constitute
expenses of administration under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or similar law.


 


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


 


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


 


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


 


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(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 the
Administrator with prompt written notice of any such transaction and the
Administrator shall provide each Rating Agency prompt notice thereof.


 


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


 


36

















 


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;


 


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


 


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


 


(c)           Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate Indenture
Trustees and co-Indenture Trustees, as effectively as if given to each of
them.  Every instrument appointing any
separate Indenture Trustee or co-Indenture Trustee shall refer to this
Indenture and the conditions of this Article. 
Each separate Indenture Trustee and co-Indenture Trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of co-appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of,


 


37

















 


affecting the liability of
or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the
Indenture Trustee and a copy thereof given to the Administrator.


 


(d)           Any separate Indenture Trustee or co-Indenture Trustee may at any time
constitute the Indenture Trustee, its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Indenture on its behalf and in its name.  If any separate Indenture Trustee or
co-Indenture Trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor Indenture Trustee.  Notwithstanding anything to the contrary in
this Indenture, the appointment of any separate Indenture Trustee or
co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations
and duties under this Indenture.


 


Section 6.11.        Eligibility.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           Authorization; Binding Obligations. It has the corporate power and authority to perform the duties and
obligations of Trustee under this Indenture. It has taken all necessary
corporate action to authorize the execution, delivery and performance of each
Transaction Document to which it is a party, and all of the documents required
to be executed by it pursuant hereto. Upon execution and delivery by the
Issuer, this Indenture will constitute the legal, valid and binding obligation
of it enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, fraudulent conveyance,
moratorium, and similar laws affecting the rights of creditors and subject to
equitable principles (whether enforcement is sought in a legal or equitable
proceeding).


 


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


 


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


 


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


 


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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; and


 


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


 


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


 


Section 7.04.        Reports by Indenture Trustee.  If required by TIA §313(a), within 60 days
after each January 31st beginning with January 31, 2011, 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 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.


 


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Section 8.03.        General Provisions Regarding Accounts.


 


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


 


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


 


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


 


Section 8.04.        Release of Collateral.


 


(a)           Subject to the payment of its fees and expenses pursuant to Section 6.07,
the Indenture Trustee may, and when required by the provisions of this
Indenture or the Sale and Servicing Agreement shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee’s interest in the same, in a manner and under circumstances that are
not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article shall be bound to
ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
any conditions precedent or see to the application of any moneys.


 


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


 


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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 by
the Issuer to each Rating Agency, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, and the other parties hereto at any time from
time to time, may enter into one or more indentures supplemental hereto (which shall
conform to the provisions of the TIA as in force at the date of the execution
thereof), in form satisfactory to the Indenture Trustee, for any of the
following purposes:


 


(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;


 


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


 


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


 


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


 


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


 


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


 


The Indenture Trustee is hereby authorized to join in
the execution of any such supplemental indenture and to make any further
appropriate agreements and stipulations that may be therein contained.


 


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


 


Section 9.02.        Supplemental Indentures With Consent of Noteholders.


 


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


 


44

















 


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


 


(v)           modify
any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or
the other Transaction Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby; or


 


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


 


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


 


It shall not be necessary for any Act of Noteholders
under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.


 


Promptly after the execution by the parties hereto of
any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture.  Any failure of the
Indenture Trustee to mail such notice, or any defect 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.


 


45

















 


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


 


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


 


ARTICLE TEN


 


REDEMPTION
OF NOTES


 


Section 10.01.      Redemption.


 


(a)           In the event that the Servicer pursuant to Section 7.10 of the Sale
and Servicing Agreement purchases the corpus of the Trust, the Notes are
subject to redemption in whole, but not in part, on the Distribution Date on
which such repurchase occurs, for a purchase price equal to the outstanding
principal, and accrued interest on the Notes; provided,
however, that the Issuer has available
funds sufficient to pay such amounts. 
The Servicer or the Issuer shall furnish each Rating Agency notice of
such redemption.  If the Notes are to be
redeemed pursuant to this Section 10.01(a), the Servicer or the Issuer
shall furnish notice of such election to the Indenture Trustee not later than
20 days prior to the Redemption Date and the Issuer shall deposit with the
Indenture Trustee in the Note Distribution Account the Redemption Price to be
redeemed whereupon all such Notes shall be due and payable on the Redemption
Date upon the furnishing of a notice complying with Section 10.02 to each
Holder of the Notes.


 


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


 


Section 10.02.      Form of Redemption Notice.


 


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


 


All notices of redemption shall state:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Date Amount; and


 


46

















 


(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.


 


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


 


47

















 


(iv)          a statement as to whether, in the opinion of each such signatory, such
condition or covenant has been complied with.


 


(b)           (i)            Prior to the deposit of any Collateral or other property or securities
with the Indenture Trustee that is to be made the basis for authentication and
delivery of the Notes or the release of any property subject to the lien
created by this Indenture, the Issuer shall, in addition to any obligation
imposed in Section 11.01(a) or elsewhere in this Indenture, furnish
to the Indenture Trustee an Officer’s Certificate certifying or stating the
opinion of the signer thereof as to the fair value (within 90 days of such
deposit) of the Collateral or other property or securities to be so deposited.


 


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


 


(iii)          Other
than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v),
whenever any property or securities are to be released from the lien created by
this Indenture, the Issuer shall also furnish to the Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of each person signing
such certificate as to the fair value (within 90 days of such release) of the
property or securities proposed to be released and stating that in the opinion
of such person the proposed release will not impair the security created by
this Indenture in contravention of the provisions hereof.


 


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


 


(v)           Notwithstanding
any other provision of this Section, the Issuer may, without compliance with
the other provisions of this Section, (A) collect, liquidate, sell or
otherwise dispose of the Contracts as and to the extent permitted or required
by the Transaction Documents, and (B) make cash payments out of the Trust
Accounts as and to the extent permitted or required by the Transaction
Documents, so long as the Issuer shall deliver to the Indenture Trustee every
six months, commencing June 30, 2011, 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.


 


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Section 11.02.      Form of Documents Delivered to Indenture Trustee.  In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Person as to
other matters, and any such Person may certify or given an opinion as to such
matters in one or several documents.


 


Any certificate or opinion of an Authorized Officer of
the Issuer may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. 
Any such certificate of an Authorized Officer or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Servicer, the
Seller or the Issuer, stating that the information with respect to such factual
matters is in the possession of the Servicer, the Seller or the Issuer, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.


 


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


 


Whenever in this Indenture, in connection with any
application or certificate or report to the Indenture Trustee, it is provided
that the Issuer shall deliver any document as a condition of the granting of
such application, or as evidence of the Issuer’s compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting
of such application or at the effective 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.


 


49

















 


(d)           Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.


 


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


 


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


 


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.


 


50

















 


Section 11.07.      Effect of Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


Section 11.08.      Successors and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not.  All
agreements of the Indenture Trustee in this Indenture shall bind its
successors, co-Indenture Trustees and agents.


 


Section 11.09.      Separability.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 11.10.      Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, the Noteholders and any other party secured
hereunder, and any other Person with an ownership interest in any part of the
Collateral, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


Section 11.11.      Legal Holidays.  In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.


 


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


 


51

















 


unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such
entity.  For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article Six, Seven and Eight of the Trust
Agreement.


 


Section 11.16.      No Petition.  The parties hereto, by entering into this
Indenture, and each Noteholder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that they will not at any time institute
against the Trust Depositor or the Issuer, or join in any institution against
the Trust Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Indenture or any of the other
Transaction Documents.


 


Section 11.17.      Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees and independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested, the Indenture
Trustee shall and shall cause its representatives to hold in confidence all
such information except to the extent disclosure may be required by law (and
all reasonable applications for confidential treatment are unavailing) and except
to the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.


 


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


 


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


 


Section 11.19.      Disclaimer and Subordination.  Each Noteholder by accepting a Note acknowledges
and agrees that such Note represents a debt obligation of the Trust Depositor
only and does not represent an interest in any assets (other than the Trust
Assets) of the Trust Depositor (including by virtue of any deficiency claim in
respect of obligations not paid or otherwise satisfied from the Trust Assets
and proceeds thereof).  In furtherance of
and not in derogation of the foregoing, each Noteholder by accepting a Note
acknowledges and agrees that it shall have no right, title or interest in or to
any assets (or interests therein) (other than Trust Assets) conveyed or
purported to be conveyed by the Trust Depositor to another securitization trust
(i.e., other than the Issuer) or other Person or Persons in connection
therewith (whether by way of a sale, capital contribution or by virtue of the
granting of a Lien) (“Other Assets”).  To
the extent that, notwithstanding the agreements and provisions contained in the
preceding sentences of this Section 11.19, any Noteholder either (i) asserts
an interest in or claim to, or benefit from, Other Assets, whether asserted
against or through the Trust Depositor or any other Person owned by the Trust
Depositor, or (ii) is deemed to have any such interest, claim or benefit
in or from Other Assets, whether by operation of law, legal process, pursuant
to applicable provisions of any applicable insolvency laws or otherwise
(including without limitation by virtue of Section 1111(b) of the
federal Bankruptcy Code or any successor provision having similar effect under
the Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), and whether


 


52

















 


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]


 


53

















 


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 2010-1

  
	
   

  	
   

  
	
   

  	
  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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:  

  
				



 


Signature
Page to Indenture


 

















 


	
  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-1


 


FORM OF CLASS A-1 NOTE


 


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


 


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


 


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


 


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2010-1


 


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


 


	
  REGISTERED

  	
   

  	
  $           

  
	
   

  	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.              

  	
   

  



 


Harley-Davidson Motorcycle Trust 2010-1, a
statutory trust organized and existing under the laws of the State of Delaware
(herein referred to as the “Issuer”), for value received, hereby promises to
pay to
[                ],
or registered assigns, the principal sum of 
                      
($          ) payable on the
earlier of the Distribution Date occurring in
[                            ]
(the “Class A-1 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.


 


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


 


The principal of and interest on this Note are
payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.  


 


A-1-1

















 


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


 


Reference is made to the further provisions of
this Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon
has been executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


 


A-1-2
















 


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


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE  TRUST 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


A-1-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK MELLON TRUST

  
	
   

  	
  COMPANY, N.A.

  
	
   

  	
  not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-1-4

















 


[REVERSE
OF CLASS A-1 NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class A-1 (the “Class A-1 Notes”), all issued under an Indenture,
dated as of November 1, 2010 (the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the
Notes.  The Class A-1 Notes are
subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


Payments of interest on this Note due and payable on
each Distribution Date shall be made by wire transfer to the account of the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date except that with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee.  Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment.  Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) affected by any payments made on any Distribution Date shall be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon.  If funds
are expected to be available, as provided in the Indenture, for payment in full
of the then remaining unpaid principal amount of this Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the Registered Holder hereof as of the Record
Date preceding such Distribution Date by notice mailed within five days of such
Distribution Date and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Corporate Trust Office of
the Indenture Trustee or at the office of the Indenture Trustee’s agent
appointed for such purposes located in the City of Chicago, Illinois.


 


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


 


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


 


A-1-5

















 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by an
eligible guarantor institution which is a participant in the Securities
Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new Class A-1 Notes of
authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


Each Noteholder by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture
or any certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that by accepting the
benefits of the Indenture and such Note that such Noteholder will not at any
time institute against the Trust Depositor or the Issuer, or join in any
institution against the Trust Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Transaction Documents.


 


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


 


Prior to the due presentment for registration of
transfer of this Note, the Issuer and the Indenture Trustee and any agent of
the Issuer and the Indenture Trustee may treat the Person in whose name this
Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes,
whether or not this Note be overdue, and neither the Issuer, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Noteholders 


 


A-1-6

















 


under the Indenture at any time by the Issuer and the
Required Holders.  The Indenture also
contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the
Noteholders, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Noteholder  (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holders and upon
all future Noteholders  and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Noteholders issued thereunder.


 


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


 


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


 


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


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.


 


A-1-7

















 


EXHIBIT A-2


 


FORM OF
CLASS A-2 NOTE


 


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


 


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


 


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


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS A-2


 


	
  REGISTERED

  	
   

  	
  $     

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.              

  	
   

  



 


Harley-Davidson Motorcycle Trust 2010-1, a statutory
trust organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in [                      ]
(the “Class A-2 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the Class A-2
Notes shall be made until the principal on the Class A-1 Notes has been
paid in full.


 


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


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.  


 


A-2-1

















 


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


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


 


A-2-2

















 


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


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


A-2-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

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

  
	
   

  	
  not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-2-4

















 


[REVERSE OF CLASS A-2 NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class A-2 (the “Class A-2 Notes”), all issued under an
Indenture, dated as of November 1, 2010 (the “Indenture”), between the
Issuer and The Bank of New York Mellon Trust Company, N.A., as Indenture
Trustee (the “Indenture Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes.  The Notes are
subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended.


 


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


 


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


 


Payments of interest on this Note due and payable on
each Distribution Date shall be made by wire transfer to the account of the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that with respect to Notes registered on the Record Date in
the name of nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payments will be made by wire transfer in immediately available funds to
the account designated by such nominee. 
Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal
amount of this Note (or any one or more Predecessor Notes) affected by any
payments made on any Distribution Date shall be binding upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal
amount of this Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Distribution Date
by notice mailed within five days of such Distribution Date and the amount then
due and payable shall be payable only upon presentation and surrender of this
Note at the Indenture Trustee’s principal Corporate Trust Office or at the
office of the Indenture Trustee’s agent appointed for such purposes located in the
City of Chicago, Illinois.


 


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


 


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


 


A-2-5

















 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by an
eligible guarantor institution which is a participant in the Securities
Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new Class A-2 Notes of
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture
or any certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in their
individual capacities, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to
the extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that by accepting the
benefits of the Indenture and such Note that such Noteholder will not at any
time institute against the Trust Depositor or the Issuer, or join in any
institution against the Trust Depositor or the Issuer of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.


 


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


 


Prior to the due presentment for registration of
transfer of this Note, the Issuer and the Indenture Trustee and any agent of
the Issuer, the Indenture Trustee may treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the


 


A-2-6

















 


Notes under the Indenture at any time by the Issuer
and the consent of the Required Holders. 
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences.  Any such consent
or waiver by the Holder of this Note (or any one of more Predecessor Notes)
shall be conclusive and binding upon such Holders and upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


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


 


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


 


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


 


No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.


 


A-2-7
















 


EXHIBIT A-3


 


FORM OF
CLASS A-3 NOTE


 


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


 


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


 


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


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS A-3


 


	
  REGISTERED

  	
   

  	
  $      

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.              

  	
   

  



 


Harley-Davidson Motorcycle Trust 2010-1, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in
[                      ]
(the “Class A-3 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the Class A-3
Notes shall be made until the principal on the Class A-1 Notes has been
paid in full.


 


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


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.  


 


A-3-1

















 


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


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


 


A-3-2

















 


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


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


A-3-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

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

  
	
   

  	
  not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-3-4

















 


[REVERSE OF CLASS A-3 NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class A-3 (the “Class A-3 Notes”), all issued under an
Indenture, dated as of November 1, 2010 (the “Indenture”), between the
Issuer and The Bank of New York Mellon Trust Company, N.A., as Indenture
Trustee (the “Indenture Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes.  The Notes are
subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


Payments of interest on this Note due and payable on
each Distribution Date shall be made by wire transfer to the account of the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that with respect to Notes registered on the Record Date in
the name of nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payments will be made by wire transfer in immediately available funds to
the account designated by such nominee. 
Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal
amount of this Note (or any one or more Predecessor Notes) affected by any
payments made on any Distribution Date shall be binding upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed within five days of such Distribution Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee’s principal Corporate Trust
Office or at the office of the Indenture Trustee’s agent appointed for such
purposes located in the City of Chicago, Illinois.


 


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


 


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


 


A-3-5

















 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by an
eligible guarantor institution which is a participant in the Securities
Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new Class A-3 Notes of
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture
or any certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor
or assign of the Indenture Trustee or the Owner Trustee in their individual
capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that by accepting the
benefits of the Indenture and such Note that such Noteholder will not at any
time institute against the Trust Depositor or the Issuer, or join in any
institution against the Trust Depositor or the Issuer of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.


 


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


 


Prior to the due presentment for registration of
transfer of this Note, the Issuer and the Indenture Trustee and any agent of
the Issuer, the Indenture Trustee may treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the


 


A-3-6

















 


Notes under the Indenture at any time by the Issuer
and the consent of the Required Holders. 
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holders and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.


 


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


 


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


 


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


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.


 


A-3-7

















 


EXHIBIT A-4


 


FORM OF
CLASS A-4 NOTE


 


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


 


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


 


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


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS A-4


 


	
  REGISTERED

  	
   

  	
  $      

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.              

  	
   

  



 


Harley-Davidson Motorcycle Trust 2010-1, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in
[                      ]
(the “Class A-4 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the Class A-4
Notes shall be made until the principal on the Class A-1 Notes has been
paid in full.


 


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


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.  


 


A-4-1

















 


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


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


 


A-4-2

















 


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


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


A-4-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

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

  
	
   

  	
  not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-4-4
















 


[REVERSE OF CLASS A-4 NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class A-4 (the “Class A-4 Notes”), all issued under an
Indenture, dated as of November 1, 2010 (the “Indenture”), between the
Issuer and The Bank of New York Mellon Trust Company, N.A., as Indenture
Trustee (the “Indenture Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes.  The Notes are
subject to all terms of the Indenture. 
All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


Payments of interest on this Note due and payable on
each Distribution Date shall be made by wire transfer to the account of the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that with respect to Notes registered on the Record Date in
the name of nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payments will be made by wire transfer in immediately available funds to
the account designated by such nominee. 
Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal
amount of this Note (or any one or more Predecessor Notes) affected by any
payments made on any Distribution Date shall be binding upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed within five days of such Distribution Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee’s principal Corporate Trust
Office or at the office of the Indenture Trustee’s agent appointed for such
purposes located in the City of Chicago, Illinois.


 


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


 


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


 


A-4-5

















 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by an
eligible guarantor institution which is a participant in the Securities
Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new Class A-4 Notes of
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture
or any certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in their
individual capacities, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that by accepting the
benefits of the Indenture and such Note that such Noteholder will not at any
time institute against the Trust Depositor or the Issuer, or join in any
institution against the Trust Depositor or the Issuer of any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Transaction Documents.


 


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


 


Prior to the due presentment for registration of
transfer of this Note, the Issuer and the Indenture Trustee and any agent of
the Issuer, the Indenture Trustee may treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the


 


A-4-6

















 


Notes under the Indenture at any time by the Issuer
and the consent of the Required Holders. 
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holders and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.


 


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


 


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


 


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


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.


 


A-4-7

















 


EXHIBIT B


 


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


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS B


 


	
  REGISTERED

  	
   

  	
  $      

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.              

  	
   

  



 


Harley-Davidson Motorcycle Trust 2010-1, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in
[                      ]
(the “Class B 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 B
Notes shall be made until the principal on the Class A Notes has been paid
in full.


 


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


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.  


 


B-1

















 


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


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by the Indenture Trustee whose name appears below by manual
signature, this Note shall not be entitled to any benefit under the indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.


 


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 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.


 


	
   

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

  
	
   

  	
  not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


B-4

















 


[REVERSE OF CLASS B NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class B (the “Class B Notes”), all issued under an Indenture,
dated as of November 1, 2010 (the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the
Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


 


The Class 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.


 


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 Servicer, on any Distribution Date on or
after the date on which the Pool Balance is less than 10% of the Pool Balance
as of the Cutoff Date.


 


B-5

















 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by an
eligible guarantor institution which is a participant in the Securities
Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new Class 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.


 


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


 


Prior to the due presentment for registration of
transfer of this Note, the Issuer and the Indenture Trustee and any agent of
the Issuer, the Indenture Trustee may treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the


 


B-6

















 


Notes under the Indenture at any time by the Issuer
and the consent of the Required Holders. 
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holders and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.


 


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


 


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


 


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


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.


 


B-7
















 


EXHIBIT C


 


FORM OF
CLASS C NOTE


 


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


 


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


 


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


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS C


 


	
  REGISTERED

  	
   

  	
  $      

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.              

  	
   

  



 


Harley-Davidson Motorcycle Trust 2010-1, a statutory
trust organized and existing under the laws of the State of Delaware (herein
referred to as the “Issuer”), for value received, hereby promises to pay to
[                      ],
or registered assigns, the principal sum of 
                      
($                    )
payable on the earlier of the Distribution Date occurring in
[                      ]
(the “Class C 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 C
Notes shall be made until the principal on the Class A Notes and the Class B
Notes has been paid in full.


 


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


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.  


 


C-1

















 


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


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the indenture referred to
on the reverse hereof, or be valid or obligatory for any purpose.


 


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 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.


 


	
   

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

  
	
   

  	
  not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


C-4

















 


[REVERSE OF CLASS C NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its
[        ]% Motorcycle Contract Backed
Notes, Class C (the “Class C Notes”), all issued under an Indenture,
dated as of November 1, 2010 (the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


The Class C 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 C Notes will be payable on
the earlier of the Class C 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 C 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 C Notes shall be made pro rata to the Class C
Noteholders entitled thereto.


 


Payments of interest on this Note due and payable on
each Distribution Date shall be made by wire transfer to the account of the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that with respect to Notes registered on the Record Date in
the name of nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payments will be made by wire transfer in immediately available funds to
the account designated by such nominee. 
Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal
amount of this Note (or any one or more Predecessor Notes) affected by any
payments made on any Distribution Date shall be binding upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Distribution Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed within five days of such Distribution Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee’s principal Corporate Trust
Office or at the office of the Indenture Trustee’s agent appointed for such
purposes located in the City of Chicago, Illinois.


 


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


 


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


 


C-5

















 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed by an
eligible guarantor institution which is a participant in the Securities
Transfer Agent’s Medallion Program (STAMP) or similar signature guarantee
program, and such other documents as the Indenture Trustee may require, and
thereupon one or more new program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new Class C Notes of
authorized denomination and in the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture
or any certificate or other writing delivered in connection therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in their
individual capacities, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to
the extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.


 


Each Noteholder, by acceptance of a Note or a
beneficial interest in a Note covenants and agrees that by accepting the
benefits of the Indenture and such Note that such Noteholder will not at any
time institute against the Trust Depositor or the Issuer, or join in any
institution against the Trust Depositor or the Issuer of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.


 


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


 


C-6

















 


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 Required
Holders.  The Indenture also contains
provisions permitting the Holders of Notes representing specified percentages
of the Outstanding Amount of the Notes, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Note (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holders and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


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


 


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


 


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


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place, and rate, and in the coin or
currency herein prescribed.


 


C-7

















 


EXHIBIT D


 


FORM OF
NOTE DEPOSITORY AGREEMENT


 


D-1