EXHIBIT 4.24


 




 





HARLEY-DAVIDSON MOTORCYCLE TRUST 2004-2,

as Issuer,


 


 


and


 


 


BNY MIDWEST TRUST COMPANY,

not in its individual capacity but solely in its capacity

as Indenture Trustee


 












 


INDENTURE


 


Dated as of May 1, 2004


 












 


$388,000,000 
2.18%  Harley-Davidson Motorcycle
Contract Backed Notes, Class A-1


 


$203,570,000 
3.56%  Harley-Davidson Motorcycle
Contract Backed Notes, Class A-2


 


$34,430,000 
2.96%  Harley-Davidson Motorcycle
Contract Backed Notes, Class B


 




 





 

















 


CROSS-REFERENCE TABLE


 


	
  TIA

  Section

  	
   

  	
  Indenture

  Section

  
	
  310(a)(1)

  	
   

  	
  6.11

  
	
  (a)(2)

  	
   

  	
  6.11

  
	
  (a)(3)

  	
   

  	
  6.10

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  6.11

  
	
  (b)

  	
   

  	
  6.08; 6.11; 11.04

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
  6.13

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  7.01; 7.02

  
	
  (b)

  	
   

  	
  7.02

  
	
  (c)

  	
   

  	
  7.02

  
	
  313(a)

  	
   

  	
  7.04

  
	
  (b)

  	
   

  	
  7.04

  
	
  (c)

  	
   

  	
  7.04

  
	
  (d)

  	
   

  	
  7.04

  
	
  314(a)

  	
   

  	
  7.03

  
	
  (b)

  	
   

  	
  3.06

  
	
  (c)(1)

  	
   

  	
  2.02; 6.02; 11.01

  
	
  (c)(2)

  	
   

  	
  11.01

  
	
  (c)(3)

  	
   

  	
  11.01

  
	
  (d)

  	
   

  	
  11.01

  
	
  (e)

  	
   

  	
  11.01

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  6.01

  
	
  (b)

  	
   

  	
  6.05

  
	
  (c)

  	
   

  	
  6.01

  
	
  (d)

  	
   

  	
  5.12; 6.01

  
	
  (e)

  	
   

  	
  5.14

  
	
  316(a)(1)(A)

  	
   

  	
  5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.02

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
  N.A.

  
	
  317(a)

  	
   

  	
  5.03; 5.04

  
	
  (b)

  	
   

  	
  3.03

  
	
  318(a)

  	
   

  	
  11.18

  



 












*           N.A. means Not Applicable


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


 


i

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  DEFINITIONS.

  	
   

  
	
  SECTION 1.02.

  	
  INCORPORATION BY REFERENCE OF TRUST
  INDENTURE ACT

  	
   

  
	
  SECTION 1.03.

  	
  RULES OF CONSTRUCTION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  FORM

  	
   

  
	
  SECTION 2.02.

  	
  EXECUTION, AUTHENTICATION AND DELIVERY

  	
   

  
	
  SECTION 2.03.

  	
  TEMPORARY NOTES

  	
   

  
	
  SECTION 2.04.

  	
  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE

  	
   

  
	
  SECTION 2.05.

  	
  MUTILATED, DESTROYED, LOST OR STOLEN NOTES

  	
   

  
	
  SECTION 2.06.

  	
  PERSONS DEEMED OWNER

  	
   

  
	
  SECTION 2.07.

  	
  PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.

  	
   

  
	
  SECTION 2.08.

  	
  CANCELLATION

  	
   

  
	
  SECTION 2.09.

  	
  BOOK-ENTRY NOTES

  	
   

  
	
  SECTION 2.10.

  	
  NOTICES TO CLEARING AGENCY

  	
   

  
	
  SECTION 2.11.

  	
  DEFINITIVE NOTES

  	
   

  
	
  SECTION 2.12.

  	
  RELEASE OF COLLATERAL

  	
   

  
	
  SECTION 2.13.

  	
  TAX TREATMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  PAYMENT OF PRINCIPAL AND INTEREST

  	
   

  
	
  SECTION 3.02.

  	
  MAINTENANCE OF OFFICE OR AGENCY

  	
   

  
	
  SECTION 3.03.

  	
  MONEY FOR PAYMENTS TO BE HELD IN TRUST

  	
   

  
	
  SECTION 3.04.

  	
  EXISTENCE

  	
   

  
	
  SECTION 3.05.

  	
  PROTECTION OF COLLATERAL

  	
   

  
	
  SECTION 3.06.

  	
  OPINIONS AS TO COLLATERAL.

  	
   

  
	
  SECTION 3.07.

  	
  PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS.

  	
   

  
	
  SECTION 3.08.

  	
  NEGATIVE COVENANTS

  	
   

  
	
  SECTION 3.09.

  	
  ANNUAL STATEMENT AS TO COMPLIANCE

  	
   

  
	
  SECTION 3.10.

  	
  ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

  	
   

  
	
  SECTION 3.11.

  	
  SUCCESSOR OR TRANSFEREE.

  	
   

  
	
  SECTION 3.12.

  	
  NO OTHER BUSINESS

  	
   

  
	
  SECTION 3.13.

  	
  NO BORROWING

  	
   

  
	
  SECTION 3.14.

  	
  SERVICER’S OBLIGATIONS

  	
   

  
	
  SECTION 3.15.

  	
  GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES

  	
   

  
	
  SECTION 3.16.

  	
  CAPITAL EXPENDITURES

  	
   

  
	
  SECTION 3.17.

  	
  RESTRICTED PAYMENTS

  	
   

  
	
  SECTION 3.18.

  	
  NOTICE OF EVENTS OF DEFAULT

  	
   

  
	
  SECTION 3.19.

  	
  FURTHER INSTRUMENTS AND ACTS

  	
   

  
	
  SECTION 3.20.

  	
  COMPLIANCE WITH LAWS

  	
   

  
				



 


ii

















 


	
  SECTION 3.21.

  	
  AMENDMENTS OF SALE AND SERVICING AGREEMENT
  AND TRUST AGREEMENT

  	
   

  
	
  SECTION 3.22.

  	
  REMOVAL OF ADMINISTRATOR

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
   

  
	
  SECTION 4.02.

  	
  APPLICATION OF TRUST MONEY

  	
   

  
	
  SECTION 4.03.

  	
  REPAYMENT OF MONEYS HELD BY PAYING AGENT

  	
   

  
	
  SECTION 4.04.

  	
  RELEASE OF COLLATERAL

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  EVENTS OF DEFAULT

  	
   

  
	
  SECTION 5.02.

  	
  RIGHTS UPON EVENT OF DEFAULT.

  	
   

  
	
  SECTION 5.03.

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

  	
   

  
	
  SECTION 5.04.

  	
  REMEDIES

  	
   

  
	
  SECTION 5.05.

  	
  OPTIONAL PRESERVATION OF THE CONTRACTS

  	
   

  
	
  SECTION 5.06.

  	
  PRIORITIES.

  	
   

  
	
  SECTION 5.07.

  	
  LIMITATION OF SUITS

  	
   

  
	
  SECTION 5.08.

  	
  UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST

  	
   

  
	
  SECTION 5.09.

  	
  RESTORATION OF RIGHTS AND REMEDIES

  	
   

  
	
  SECTION 5.10.

  	
  RIGHTS AND REMEDIES CUMULATIVE

  	
   

  
	
  SECTION 5.11.

  	
  DELAY OR OMISSION NOT A WAIVER

  	
   

  
	
  SECTION 5.12.

  	
  CONTROL BY NOTEHOLDERS

  	
   

  
	
  SECTION 5.13.

  	
  WAIVER OF PAST DEFAULTS

  	
   

  
	
  SECTION 5.14.

  	
  UNDERTAKING FOR COSTS

  	
   

  
	
  SECTION 5.15.

  	
  WAIVER OF STAY OR EXTENSION LAWS

  	
   

  
	
  SECTION 5.16.

  	
  ACTION ON NOTES

  	
   

  
	
  SECTION 5.17.

  	
  PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
  THE INDENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  DUTIES OF INDENTURE TRUSTEE.

  	
   

  
	
  SECTION 6.02.

  	
  RIGHTS OF INDENTURE TRUSTEE.

  	
   

  
	
  SECTION 6.03.

  	
  INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE

  	
   

  
	
  SECTION 6.04.

  	
  INDENTURE TRUSTEE’S DISCLAIMER

  	
   

  
	
  SECTION 6.05.

  	
  NOTICE OF DEFAULTS

  	
   

  
	
  SECTION 6.06.

  	
  REPORTS BY INDENTURE TRUSTEE TO HOLDERS

  	
   

  
	
  SECTION 6.07.

  	
  COMPENSATION AND INDEMNITY

  	
   

  
	
  SECTION 6.08.

  	
  REPLACEMENT OF INDENTURE TRUSTEE

  	
   

  
	
  SECTION 6.09.

  	
  SUCCESSOR INDENTURE TRUSTEE BY MERGER

  	
   

  
	
  SECTION 6.10.

  	
  APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE.

  	
   

  
	
  SECTION
  6.11.

  	
  ELIGIBILITY.

  	
   

  
	
  SECTION
  6.12.

  	
  PENNSYLVANIA MOTOR VEHICLE SALES FINANCE
  ACT LICENSES

  	
   

  
	
  SECTION
  6.13.

  	
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
  ISSUER

  	
   

  
				



 


iii

















 


	
  ARTICLE SEVEN

  	
  NOTEHOLDERS’ LISTS AND REPORTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.01.

  	
  ISSUER TO FURNISH INDENTURE TRUSTEE NAMES
  AND ADDRESSES OF NOTEHOLDERS

  	
   

  
	
  SECTION
  7.02.

  	
  PRESERVATION OF INFORMATION: COMMUNICATION
  TO NOTEHOLDERS.

  	
   

  
	
  SECTION
  7.03.

  	
  REPORTS BY ISSUER.

  	
   

  
	
  SECTION
  7.04.

  	
  REPORTS BY INDENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
  ACCOUNTS, DISBURSEMENTS AND RELEASES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.01.

  	
  COLLECTION OF MONEY

  	
   

  
	
  SECTION
  8.02.

  	
  TRUST ACCOUNTS.

  	
   

  
	
  SECTION
  8.03.

  	
  GENERAL PROVISIONS REGARDING ACCOUNTS.

  	
   

  
	
  SECTION
  8.04.

  	
  RELEASE OF COLLATERAL.

  	
   

  
	
  SECTION
  8.05.

  	
  OPINION OF COUNSEL

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.01.

  	
  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
  NOTEHOLDERS.

  	
   

  
	
  SECTION
  9.02.

  	
  SUPPLEMENTAL INDENTURES WITH CONSENT OF
  NOTEHOLDERS

  	
   

  
	
  SECTION
  9.03.

  	
  EXECUTION OF SUPPLEMENTAL INDENTURES

  	
   

  
	
  SECTION
  9.04.

  	
  EFFECT OF SUPPLEMENTAL INDENTURE

  	
   

  
	
  SECTION
  9.05.

  	
  CONFORMITY WITH TRUST INDENTURE ACT

  	
   

  
	
  SECTION
  9.06.

  	
  REFERENCE IN NOTES TO SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
  REDEMPTION OF NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  REDEMPTION.

  	
   

  
	
  SECTION 10.02.

  	
  FORM OF REDEMPTION NOTICE.

  	
   

  
	
  SECTION 10.03.

  	
  NOTES PAYABLE ON REDEMPTION DATE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

  	
   

  
	
  SECTION 11.02.

  	
  FORM OF DOCUMENTS DELIVERED TO INDENTURE
  TRUSTEE

  	
   

  
	
  SECTION 11.03.

  	
  ACTS OF NOTEHOLDERS.

  	
   

  
	
  SECTION 11.04.

  	
  NOTICES

  	
   

  
	
  SECTION 11.05.

  	
  NOTICES TO NOTEHOLDERS; WAIVER

  	
   

  
	
  SECTION 11.06.

  	
  ALTERNATE PAYMENT AND NOTICE PROVISIONS

  	
   

  
	
  SECTION 11.07.

  	
  EFFECT OF HEADINGS AND TABLE OF CONTENTS

  	
   

  
	
  SECTION 11.08.

  	
  SUCCESSORS AND ASSIGNS

  	
   

  
	
  SECTION 11.09.

  	
  SEPARABILITY

  	
   

  
	
  SECTION 11.10.

  	
  BENEFITS OF INDENTURE

  	
   

  
	
  SECTION 11.11.

  	
  LEGAL HOLIDAYS

  	
   

  
	
  SECTION 11.12.

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 11.13.

  	
  COUNTERPARTS

  	
   

  
	
  SECTION 11.14.

  	
  RECORDING OF INDENTURE

  	
   

  
	
  SECTION 11.15.

  	
  TRUST OBLIGATION

  	
   

  
	
  SECTION 11.16.

  	
  NO PETITION

  	
   

  
	
  SECTION 11.17.

  	
  INSPECTION

  	
   

  
	
  SECTION 11.18.

  	
  CONFLICT WITH TRUST INDENTURE ACT

  	
   

  
	
  SECTION 11.19.

  	
  DISCLAIMER AND SUBORDINATION

  	
   

  
				



 


iv

















 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit A - Reserved

  	
   

  
	
  Exhibit B - Form of Class A-1 Note

  	
   

  
	
  Exhibit C - Form of Class A-2 Note

  	
   

  
	
  Exhibit D - Form of Class B Note

  	
   

  
	
  Exhibit E - Form of Assignment

  	
   

  
	
  Exhibit F - Form of Note Depository
  Agreement

  	
   

  



 


v

















 


INDENTURE


 


Indenture, dated as of May 1, 2004 (this “Indenture”), between Harley-Davidson
Motorcycle Trust 2004-2, a Delaware statutory trust (the “Issuer”) and BNY
Midwest Trust Company, in its capacity as indenture trustee (the “Indenture
Trustee”) and not in its individual capacity.


 


Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Issuer’s 2.18%
Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 (the “Class A-1
Notes”), 3.56% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2 (the
“Class A-2 Notes”) and 2.96% Harley-Davidson Motorcycle Contract Backed Notes,
Class B (the “Class B Notes”) and, together with the Class A-1 Notes and the
Class B Notes, the “Notes”):


 


GRANTING CLAUSE


 


The Issuer hereby grants, transfers, assigns and otherwise conveys to
the Indenture Trustee on the Closing Date, on behalf of and for the benefit of
the Holders of the Notes, without recourse, all of the Issuer’s right, title
and interest (exclusive of the amount, if any, allocable to any rebatable
insurance premium financed by any Contract) in, to and under: (i) the Initial
Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts
shall be listed in the List of Contracts and Subsequent List of Contracts);
(ii) certain monies due under the Initial Contracts and Subsequent Contracts
after the Initial Cutoff Date and Subsequent Cutoff Date, respectively,
including, without limitation, all payments of principal and interest with
respect to any Motorcycles to which a Contract relates received after the
Initial Cutoff Date or Subsequent Cutoff Date and all other proceeds received
on or in respect of such Contracts (other than payments of principal and
interest due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date);
(iii) security interests in the Motorcycles; (iv) amounts on deposit in the
Collection Account, the Note Distribution Account, the Reserve Fund, the
Pre-Funding Account and the Interest Reserve Account, including all Eligible
Investments therein and all income from the investment of funds therein and all
proceeds therefrom; (v) proceeds from claims under certain insurance policies,
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 provided herein and all other sums owing by
the Issuer hereunder or under any other Transaction Document, and to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.


 


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


 


ARTICLE ONE



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.                         Definitions.


 


(a)                                  Except
as otherwise specified herein or as the context may otherwise require, the
following terms have the respective meanings set forth below for all purposes
of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


2

















 


President or more senior officer of the Administrator who is authorized
to act for the Administrator in matters relating to the Issuer and to be acted
upon by the Administrator pursuant to the Administration Agreement and who is
identified on the list of Authorized Officers delivered by the Administrator to
the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


“Commission” means
the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 “Grant” means mortgage,
pledge, bargain, sell, warrant, alienate, remise, release, convey, assign,
transfer, create and grant a lien upon and a security interest in and right of
set-off against, deposit, set over and confirm pursuant to this Indenture.  A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal 


 


4

















 


and interest payments in respect of the Collateral and all other moneys
payable thereunder, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.


 


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


 


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


 


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


 


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


 


“Indenture Securities”
means the Notes.


 


“Indenture Security Holder”
means a Noteholder.


 


“Indenture
Trustee” means BNY Midwest Trust Company, as Indenture
Trustee under this Indenture, or any successor Indenture Trustee under this
Indenture.


 


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


 


5

















 


an officer, employee, promoter, underwriter, trustee, partner, director
or person performing similar functions.


 


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


 


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


 


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


 


“Issuer”
means Harley-Davidson Motorcycle Trust 2004-2 until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision
contained herein and required by the TIA, each other obligor on the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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 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.


 


7

















 


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


 


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


 


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


 


“Redemption
Date” means (a) in the case of a redemption of the Notes
pursuant to Section 10.01(a) or a payment to Noteholders pursuant to
Section 10.01(b), the Distribution Date specified by the Servicer or the
Issuer pursuant to Section 10.01(a) or 10.01(b), as the case may be and (b) in
the case of a redemption of Notes pursuant to Section 10.01(c), the
Distribution Date specified in Section 7.07 of the Sale and Servicing
Agreement on which the Indenture Trustee shall withdraw any amount remaining in
the Pre-Funding Account and deposit the applicable amount in the Note
Distribution Account.


 


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


 


8

















 


“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
Agreement” means the Trust Agreement, dated as of May 1,
2004, between the Trust Depositor and the Owner Trustee.


 


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


 


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


 


“UCC”
means the Uniform Commercial Code as in effect on the date hereof and from time
to time in the State of Illinois, provided that if by reason of
mandatory provisions of law, the perfection or the effect of perfection or
non-perfection 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.


 


9

















 


“United States” means
the United States of America.


 


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


 


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


 


“Commission” means
the Securities and Exchange Commission.


 


“indenture securities”
means the Notes.


 


“indenture security holder”
means a Noteholder.


 


“indenture to be qualified”
means this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)          “or”
is not exclusive;


 


(iv)          “including”
means including without limitation;


 


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


 


(vi)          any agreement, instrument or statute
defined or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as from time to
time amended, modified or supplemented and includes (in the case of agreements
or instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns; and


 


10

















 


(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 Class
A-1 Notes, the Class A-2 Notes and the Class B Notes, in each case together
with the Indenture Trustee’s certificate of authentication, shall be in substantially
the forms set forth as Exhibits to this Indenture with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. 
Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.


 


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


 


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


 


The Indenture Trustee
shall, upon receipt of an Issuer Order, authenticate and deliver for original
issue (i) Class A-1 Notes in an aggregate principal amount of $388,000,000,
(ii) Class A-2 Notes in an aggregate principal amount of $203,570,000 and (iii)
Class B Notes in an aggregate principal amount of $34,430,000.  The aggregate principal amount of such
Classes of Notes Outstanding at any time may not exceed such respective
amounts, except as otherwise provided in Section 2.05.


 


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


 


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Note a certificate of authentication substantially
in the form provided for herein by the Indenture Trustee by the manual
signature of one of its authorized signatories, and such certificate upon any
Note shall be 


 


11

















 


conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.


 


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


 


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


 


Section 2.04.                         Registration;
Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register
(the “Note Register”) in which, subject to such reasonable regulations as it
may prescribe, the Note Registrar shall provide for the registration of Notes
and the registration of transfers of Notes. 
The Indenture Trustee shall be “Note Registrar” for the purpose of
registering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar,
the Issuer shall promptly appoint a successor or, if it elects not to make such
an appointment, assume the duties of Note Registrar.


 


If a Person other than
the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer
will give the Indenture Trustee prompt written notice of the appointment of
such Note Registrar and of the location, and any change in the location, of the
Note Register, and the Indenture Trustee shall have the right to inspect the
Note Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee shall have the right to rely upon a certificate executed on
behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the Holders of the Notes and the principal amounts and the
amounts and number of such Notes.


 


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


 


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 


 


12

















 


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


 


The Notes may not be
purchased with the assets of a Plan if the Issuer, the Indenture Trustee, the
Owner Trustee, the Servicer or the Underwriters or any of their affiliates has
investment or administrative discretion with respect to those Plan assets; has
authority or responsibility to give, or regularly gives, investment advice with
respect to those Plan assets for a fee and pursuant to an agreement or
understanding that the advice will serve as a primary basis for investment
decisions with respect to those Plan assets and will be based on the particular
investment needs for the Plan; or is an employer maintaining or contributing to
the Plan.


 


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.


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


Section 2.06.                         Persons
Deemed Owner. 
Prior to due presentment for registration of transfer of any Note, the
Issuer, the Indenture Trustee, and any of their respective agents 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 


 


15

















 


and payable, if not previously paid, on the date on which the maturity
of the Notes has been accelerated in the manner provided in
Section 5.02.  All principal
payments on each Class of Notes shall be made pro rata to the Noteholders of
such Class entitled thereto.  The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Distribution Date on
which the Issuer expects that the final installment of principal of and
interest on such Note will be paid. 
Such notice shall be mailed within five Business Days of receipt of
notice of termination of the Trust pursuant to Section 9.01(c) of the
Trust Agreement and shall specify that such final installment will be payable
only upon presentation and surrender of such Note and shall specify the place
where such Note may be presented and surrendered for payment of such
installment.  Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in
Section 10.02.


 


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


 


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


 


16

















 


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


 


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


 


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


 


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


 


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


 


Section 2.11.                         Definitive
Notes. 
If (i)(A) the Administrator advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities as described in the 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 Modified
Required Holders advise the Indenture Trustee and the Clearing Agency through
the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best
interests of the related Noteholders, then the Indenture Trustee shall notify
all Noteholders of the related Class or Classes of Notes, through the Clearing
Agency, of the occurrence of any such event and of the availability of
Definitive Notes of the related Class 


 


17

















 


of Notes to Noteholders requesting the same.  Upon surrender to the Indenture Trustee of the Note or Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Indenture Trustee
shall authenticate the Definitive Notes in accordance with the instructions of
the Clearing Agency.  None of the
Issuer, the Note Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. 
Upon the issuance of Definitive Notes of a Class, the Indenture Trustee
shall recognize the Noteholders of the Definitive Notes as Noteholders
hereunder.


 


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


 


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


 


Section 2.13.                         Tax
Treatment. 
The Issuer and the purchasers of the Notes intend, and will take all
actions consistent with the intention, that the Notes be treated as
indebtedness which is solely secured by the Collateral for all federal, state,
local, and foreign income and franchise tax purposes and that, pursuant to
Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods
after January 1, 1997, the Trust be disregarded as a separate entity from
the Trust Depositor for federal income tax purposes.  The Issuer, by entering into this Indenture, and each Noteholder,
by its acceptance of its Note agree to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness of the
Issuer.


 


ARTICLE THREE



COVENANTS


 


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


 


18

















 


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


 


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


 


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


 


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


 


(i)            hold all sums held by it for the
payment of amounts due with respect to the Notes in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided;


 


(ii)           give the Indenture Trustee notice of
any default by the Issuer (or any other obligor upon the Notes) in the making
of any payment required to be made with respect to the Notes;


 


(iii)          at any time during the continuance of
any such default, upon the written request of the Indenture Trustee, forthwith
pay to the Indenture Trustee all sums so held in trust by such Paying Agent;


 


(iv)          immediately resign as a Paying Agent
and forthwith pay to the Indenture Trustee all sums held by it in trust for the
payment of Notes if at any time it ceases 


 


19

















 


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 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.


 


20

















 


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 initial 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.


 


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


 


Section 3.07.                         Performance
of Obligations; Servicing of Contracts.


 


(a)                                  The
Issuer will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any such
Person’s 


 


21

















 


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;


 


22

















 


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


 


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


 


(v)           change its name or state of
formation.


 


Section 3.09.                         Annual
Statement as to Compliance.  The Issuer will deliver to the Indenture
Trustee, on or before January 31 of each year commencing January 31,
2005, 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;


 


23

















 


(ii)           immediately after giving effect to
such transaction, no Default or Event of Default shall have occurred and be
continuing;


 


(iii)          the Rating Agency Condition shall have
been satisfied with respect to such transaction;


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


(iii)          the Rating Agency Condition shall have
been satisfied with respect to such transaction;


 


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


 


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


 


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


 


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


 


Section 3.11.                         Successor
or Transferee.


 


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


 


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


 


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


 


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


 


25

















 


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


 


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


 


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


 


Section 3.17.                         Restricted
Payments. 
Except as permitted by the Transaction Documents, the Issuer shall not,
directly or indirectly, (i) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Owner Trustee or any owner of a beneficial interest
in the Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made, (A)
distributions to the Servicer, the Owner Trustee and the Certificateholder as
contemplated by, and to the extent funds are available for such purpose under,
the Sale and Servicing Agreement or the Trust Agreement and (B) payments to the
Indenture Trustee and the Owner Trustee pursuant to Section 1(a)(ii) of
the Administration Agreement.  The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Indenture and the other
Transaction Documents.


 


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


 


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


 


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


 


Section 3.21.                         Amendments
of Sale and Servicing Agreement and Trust Agreement.  The Issuer shall not agree to
any amendment to Section 11.01 of the Trust Agreement to 


 


26

















 


eliminate the requirements thereunder that the Indenture Trustee or the
Holders of the Notes consent to amendments thereto as provided therein.


 


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


 


ARTICLE FOUR



SATISFACTION AND DISCHARGE


 


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


 


(A)                              either


 


(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 


 


27

















 


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 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.


 


28

















 


ARTICLE FIVE



REMEDIES


 


Section 5.01.                         Events
of Default. 
“Event of Default,” wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(i)                                     default
in the payment of any interest on any Note when the same becomes due and
payable, and such default shall continue for a period of five days;


 


(ii)                                  default
in the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable;


 


(iii)                               default
in the observance or performance of any covenant or agreement of the Issuer
made in this Indenture (other than a covenant or agreement, a default in the
observance or performance of which is elsewhere in this
Section specifically dealt with) which default has a material adverse
effect on the Noteholders, or any representation or warranty of the Issuer made
in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and such default
shall continue or not be cured, or the circumstance or condition in respect of
which such misrepresentation or warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 30 days after there shall have
been given, by registered or certified mail, to the Indenture Trustee by the
Holders of at least 25% of the Outstanding Amount of the Class A-1 Notes and
the Class A-2 Notes, taken together as a single class, or, if there are no
Class A-1 Notes or Class A-2 Notes Outstanding, by the Holders of at least 25%
of the Outstanding Amount of the Class B Notes a written notice specifying such
default or incorrect representation or warranty and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder;


 


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


 


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


 


29

















 


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


 


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


 


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


 


(a)                                  The
Issuer covenants that if the Notes are accelerated following the occurrence of
an Event of Default, the Issuer will, upon demand of the Indenture Trustee, pay
to it, for the benefit of the Holders of the Notes, the whole amount then due
and payable on such Notes for principal and interest, with interest upon the
overdue principal, and, to the extent payment at such rate of interest shall be
legally enforceable, upon overdue 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 


 


30

















 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


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


 


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


 


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


 


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


 


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


 


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


 


32

















 


(iv)          sell the Collateral or any portion
thereof or rights or interest therein, at one or more public or private sales
called and conducted in any manner permitted by law; provided, however, that
the Indenture Trustee may not sell or otherwise liquidate the Collateral
following an Event of Default, unless (A) the Holders of 100% of the
Outstanding Amount of the Notes, consent thereto, (B) the proceeds of such sale
or liquidation distributable to the Noteholders are sufficient to discharge in
full all amounts then due and unpaid upon such Notes for principal and
interest, (C) there has been an Event of Default described in
Section 5.01(i) or (ii) and (D) the Indenture Trustee determines that the
Collateral will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared due and payable, and the Indenture Trustee provides
prior written notice to each Rating Agency and obtains the consent of the
Required Holders.  In determining such
sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Collateral
for such purpose; provided, however, upon the occurrence of an Event of Default
described in Section 5.01(iv) or (v), caused solely from an event
described in such subparagraphs occurring with respect to the Trust Depositor,
the Collateral will be liquidated by the Indenture Trustee and the Trust will
be terminated 90 days after the date of such Insolvency Event, unless, before
the end of such 90-day period, the related Trustee shall have received written
instructions from the Required Holders, to the effect that such Required
Holders disapprove of the liquidation of such Collateral and termination of
such Trust.


 


Section 5.05.                         Optional
Preservation of the Contracts.  Following an Event of Default and if such
Event of Default has not been rescinded and annulled, the Indenture 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.


 


33

















 


Section 5.07.                         Limitation
of Suits. 
No Holder of any Note shall have any right to institute any Proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless (and in all
events subject to Section 11.16 hereof):


 


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


 


(ii)                                  the
Holders of not less than 25% of the Outstanding Amount of the Class A-1 Notes
and the Class A-2 Notes, or, if there are no Class A-1 Notes or Class A-2 Notes
Outstanding, Holders of not less than 25% of the Outstanding Amount of the
Class B Notes have made written request to the Indenture Trustee to institute
such Proceeding in respect of such Event of Default in its own name as
Indenture Trustee hereunder;


 


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


 


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


 


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


 


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


 


In the event the
Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes, each representing less
than a majority of the Outstanding Amount of the Class A-1 Notes and the Class
A-2 Notes or the Class B Notes, as the case may be, the Indenture Trustee shall
act at the direction of the group of Holders of Notes with the greater
Outstanding Amount of Class A-1 Notes, Class A-2 Notes, or Class B Notes, as
the case may be; provided, however, if the Indenture Trustee receives
conflicting or inconsistent requests and indemnity from two or more groups of
Holders of Notes representing an equal Outstanding Amount of the Class A-1
Notes, Class A-2 Notes or Class B Notes, the Indenture Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.


 


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


 


34

















 


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 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 


 


35

















 


it in liability or might materially and adversely affect the rights of
any Noteholders not consenting to such action.


 


Section 5.13.                         Waiver
of Past Defaults.  In the case of any waiver of an Event of Default, the Issuer, the
Indenture Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Event of Default or impair any right
consequent thereto.  Upon any such
waiver, such Event of Default shall cease to exist and be deemed to have been
cured and not to have occurred, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.


 


Section 5.14.                         Undertaking
for Costs. 
All parties to this Indenture agree, and each Holder of any Note by such
Holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Indenture Trustee for
any action taken, suffered or omitted by it as Indenture Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to (i)
any suit instituted by the Indenture Trustee, (ii) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Class A-1 Notes and the Class A-2
Notes, or, if there are no Class A-1 Notes, Class A-2 Notes Outstanding, any
Noteholder or group of Noteholders holding in the aggregate 10% of the
Outstanding Amount of the Class B Notes or (iii) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on
any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption
Date).


 


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


 


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


 


36

















 


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


 


Section 5.17.                         Performance
and Enforcement of Certain Obligations.


 


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


 


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


 


37

















 


(ii)                                  in
the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and conforming to the requirements of this Indenture; however, the
Indenture Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture and the other
Transaction Documents to which the Indenture Trustee is a party.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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.


 


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Section 6.02.                         Rights
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


39

















 


request, or, if paid by the Indenture Trustee, shall be reimbursed by
the Person making such request upon demand.


 


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


 


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


 


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


 


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


 


Section 6.07.                         Compensation
and Indemnity. 
The Issuer shall pay or shall cause the Administrator to pay to the
Indenture Trustee from time to time reasonable compensation for its
services.  The Indenture Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Issuer shall or
shall cause the Administrator to reimburse the Indenture Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture
Trustee’s agents, counsel, accountants and experts.  The Issuer shall indemnify or shall cause the Administrator to
indemnify the Indenture Trustee against any and all loss, liability or expense
(including attorneys’ fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder.  The Indenture Trustee shall notify the
Issuer and the Administrator promptly of any claim for which it may seek
indemnity.  Failure by the Indenture
Trustee to so notify the Issuer and the Administrator shall not relieve the
Issuer or the Administrator of its obligations hereunder.  The Issuer shall defend or shall cause the
Administrator to defend any such claim, and the Indenture Trustee may have
separate counsel and the Issuer shall 


 


40

















 


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;


 


(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 


 


41

















 


Trustee under this Indenture. 
The Issuer or the successor Indenture Trustee shall mail a notice of its
succession to Noteholders.  The retiring
Indenture Trustee shall promptly transfer all property held by it as Indenture
Trustee to the successor Indenture Trustee.


 


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


 


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


 


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


 


Section 6.09.                         Successor
Indenture Trustee by Merger.  If the Indenture Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Indenture Trustee; provided, that such corporation or banking
association shall be otherwise qualified and eligible under
Section 6.11.  The Indenture
Trustee shall provide each Rating Agency prompt notice of any such transaction.


 


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


 


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


 


(a)                                  Notwithstanding
any other provision of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Collateral
may at the time be located, the Indenture Trustee and the Administrator acting
jointly shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture
Trustees, jointly with the 


 


42

















 


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 Agreement and the
conditions of this Article.  Each
separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of co-appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of or affording protection to, the
Indenture Trustee.  Every such
instrument shall be filed with the Indenture Trustee and a copy thereof given
to the Administrator.


 


43



















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


 


Section 6.11.                         Eligibility.


 


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


 


(b)                                 If
a Default occurs and is continuing and the Indenture Trustee is deemed to have
a “conflicting interest” (as defined in the TIA) as a result of acting as
trustee for both the Class A-1 Notes and the Class A-2 Notes and the Class B
Notes, the Issuer shall appoint a successor Indenture Trustee for the Class A-1
Notes and the Class A-2 Notes and a successor Indenture Trustee for the Class B
Notes so that there will be separate Indenture Trustees for the Class A-1 Notes
and the Class A-2 Notes on the one hand, and for the Class B Notes on the other
hand.  No such event shall alter the
voting rights of the Noteholders under this Indenture or under any of the other
Transaction Documents.


 


(c)                                  In
the case of an appointment hereunder of a successor Indenture Trustee with
respect to any Class of Notes, the Issuer, the retiring Indenture Trustee and
the successor Indenture Trustee with respect to such Class of Notes shall
execute and deliver an indenture supplement hereto wherein the successor
Indenture Trustee shall accept such appointment and which (i) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, the successor Indenture Trustee all rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes of such
Class as to which the appointment of such Indenture Trustee relates, (ii) if
the retiring Indenture Trustee is not retiring with respect to all Classes of
Notes, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of each Class as to which 


 


44

















 


the retiring Indenture Trustee is not retiring shall continue to be
vested in the retiring Indenture Trustee and (iii) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee; and upon execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Indenture Trustee shall become effective to the extent provided
therein.


 


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


 


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


 


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


 


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 


 


45

















 


of Noteholders received by the Indenture Trustee in its capacity as
Note Registrar and shall otherwise comply with TIA §312(a).  The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.01 upon receipt of a new
list so furnished.


 


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


 


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


 


Section 7.03.                         Reports by Issuer.


 


(a)                                  The
Issuer shall:


 


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


 


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


 


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


 


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


 


Section 7.04.                         Reports by Indenture Trustee.  If required by TIA §313(a), within 60 days
after each January 31st beginning with January 31, 2005,
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.


 


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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.


 


Section 8.03.                         General Provisions Regarding Accounts.


 


(a)                                  So
long as no Default or Event of Default shall have occurred and be continuing,
all or a portion of the funds in the Trust Accounts shall be invested in
accordance with the provisions of Section 5.05 of the Sale and Servicing
Agreement.  Except as otherwise provided
in Section 5.05 of the Sale and Servicing Agreement, all income or other
gain from investments of moneys deposited in such Trust Accounts (other than
the Reserve Fund and the Pre-Funding Account) shall be deposited by the
Indenture Trustee in the Collection Account, and any loss resulting from such
investments shall be charged to the related Trust Account.  The Issuer will not direct the Indenture
Trustee to 


 


47

















 


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 Certificates in accordance with TIA §§314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.01.


 


48

















 


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


 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


Section 9.01.                         Supplemental Indentures Without Consent
of Noteholders.


 


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


 


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


 


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


 


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


 


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


 


(v)                                 to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision
herein, in any supplemental indenture, in the Transaction Documents or in 


 


49

















 


the Prospectus
or to add any other provisions with respect to matters or questions arising
under this Indenture, in any supplemental indenture, in the Transaction
Documents or in the Prospectus; provided that such action shall not adversely
affect the interests of the Holders of the Notes;


 


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


 


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


 


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


 


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


 


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


 


Section 9.02.                         Supplemental Indentures With Consent of
Noteholders.  The Issuer and
the Indenture Trustee, when authorized by an Issuer Order, may, with the
consent of the Required Holders, by Act of such Holders delivered to the Issuer
and the Indenture Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby:


 


(i)                                     change
the date of payment of any installment of principal of or interest on any Note,
or reduce the principal amount thereof, the interest rate thereon or the
Redemption Date Amount with respect thereto, change the provisions of this
Indenture relating to the application of collections on, or the proceeds of the
sale of, the Collateral to payment of principal of or interest on the Notes, or
change any place of payment where, or the coin or currency in which, any Note
or the interest thereon is payable, or impair the right 


 


50

















 


to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in
Article Five, to the payment of any such amount due on the Notes on or
after the respective due dates thereof (or, in the case of redemption, on or
after the  Redemption Date);


 


(ii)                                  reduce
the percentage of the Outstanding Amount of the Notes, the consent of the
Holders of which is required for any such supplemental indenture, or the
consent of the Holders of which is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture;


 


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


 


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


 


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


 


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


 


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.


 


51

















 


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


 


Section 9.04.                         Effect of Supplemental Indenture.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith with respect to the
Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
parties hereto and the Holders of the Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.


 


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


 


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


 


ARTICLE TEN



REDEMPTION OF NOTES


 


Section 10.01.                  Redemption.


 


(a)                                  In
the event that the Seller pursuant to Section 7.10 of the Sale and
Servicing Agreement purchases the corpus of the Trust, the Notes are subject to
redemption in whole, but not in part, on the Distribution Date on which such
repurchase occurs, for a purchase price equal to the outstanding principal, and
accrued interest on the Notes; provided, however, that the Issuer has available
funds sufficient to pay such amounts. 
Seller, the Servicer or the Issuer shall furnish each Rating Agency
notice of such redemption.  If the Notes
are to be redeemed pursuant to this Section 10.01(a), the Servicer or the
Issuer shall 


 


52

















 


furnish notice of such election to the Indenture Trustee not later than
20 days prior to the Redemption Date and the Issuer shall deposit with the
Indenture Trustee in the Note Distribution Account the Redemption Price of the
Notes to be redeemed whereupon all such Notes shall be due and payable on the
Redemption Date upon the furnishing of a notice complying with
Section 10.02 to each Holder of the Notes.


 


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


 


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


 


Section 10.02.                  Form of Redemption Notice.


 


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


 


All notices of
redemption shall state:


 


(i)                                     the
Redemption Date;


 


(ii)                                  the
Redemption Date Amount; and


 


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


 


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


 


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


 


53

















 


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


 


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


 


54

















 


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


 


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


 


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


 


(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 November 1, 2004, an Officer’s Certificate stating that all the
dispositions of Collateral described in clauses (A) or 


 


55

















 


(B) that occurred during the preceding six calendar months were in the
ordinary course of the Issuer’s business and that the proceeds thereof were applied
in accordance with the Transaction Documents.


 


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


 


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


 


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


 


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


 


56

















 


required, to the Issuer.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Noteholders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 6.01) conclusive in favor of the Indenture Trustee and the
Issuer, if made in the manner provided in this Section.


 


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


 


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


 


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


 


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


 


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


 


Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be
filed with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.


 


57

















 


In case, by
reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any
event of Noteholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
of such notice.


 


Where this
Indenture provides for notice to the Rating Agencies, failure to give such
notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default or Event of Default.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 11.12.                  Governing Law.  THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.


 


58

















 


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


 


Section 11.14.                  Recording of Indenture.  If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense accompanied by an Opinion of Counsel (which may
be counsel to the Indenture Trustee or any other counsel reasonably acceptable
to the Indenture Trustee) to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or
for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.


 


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


 


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


 


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


 


59

















 


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 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


 


60

















 


and that the terms and provisions of this Section 11.19 may be
enforced by an action for specific performance.


 


[signature page follows]


 


61

















 


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 2004-2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not in

  its individual capacity but solely on behalf of

  the Issuer as Owner Trustee under the Trust

  Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  Janel R. Havrilla

  
	
   

  	
  Printed Name: Janel R. Havrilla

  
	
   

  	
  Title: Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY, not in its

  individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  Cynthia Davis

  
	
   

  	
  Printed Name: Cynthia L. Davis

  
	
   

  	
  Title:  Vice President

  



 

















 


	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  )         SS

  
	
  COUNTY OF COOK

  	
  )

  



 


	
  On

  	
   

  	
   

  
	
   

  	
  [insert
  date]

  	
   

  
	
   

  	
   

  
	
  before
  me,

  	
   

  	
   

  
	
   

  	
  [Insert
  name and title of notary]

  	
   

  
	
   

  	
   

  
	
  personally appeared

  	
   

  	
  ,

  
					



 


personally
known to me, or


 


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


 


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


 


WITNESS my hand and official
seal.


 


 


	
  Signature

  	
   

  	
  [Seal]

  



 

















 


	
  STATE OF DELAWARE

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF NEW CASTLE

  	
  )

  



 


	
  On

  	
   

  	
   

  
	
   

  	
  [insert
  date]

  	
   

  
	
   

  	
   

  
	
  before
  me,

  	
   

  	
   

  
	
   

  	
  [Insert
  name and title of notary]

  	
   

  
	
   

  	
   

  
	
  personally appeared

  	
   

  	
  ,

  
					



 


personally
known to me, or


 


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


 


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


 


WITNESS my hand and official
seal.


 


 


	
  Signature

  	
   

  	
  [Seal]

  



 

















 


EXHIBIT A


 


[RESERVED]


 


A-1

















 


EXHIBIT B


 


FORM
OF CLASS A-1 NOTE


 


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


 


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


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN 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 2004-2


 


     %
HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES,

CLASS A-1


 


	
  REGISTERED

  	
   

  	
  $

  



 


	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson Motorcycle
Trust 2004-2, 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 January 2009
(the “Class A-1 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.


 


The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until
the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date), subject to certain limitations contained in
Section 3.01 of the Indenture. 
Interest on this Note will accrue for each Distribution Date from the
most recent Distribution Date on which interest


 


B-1

















 


has been paid to but
excluding such Distribution  Date or, if
no interest has yet been paid, from the Closing Date.  Interest will be computed on the basis of a 360-day year of twelve
30-day months.  Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.  All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.


 


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


 


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


 


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 2004-2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY,

  not in its individual capacity but solely

  on behalf of the Issuer as Owner

  Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
										



 


B-3

















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
   

  	
  BNY MIDWEST TRUST COMPANY,

  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


B-4

















 


[REVERSE
OF CLASS A-1 NOTE]


 


This Note is one of a duly
authorized issue of Notes of the Issuer, designated as its
       % Harley-Davidson Motorcycle Contract
Backed Notes, Class A-1 (the “Class A-1 Notes”), all issued under an Indenture,
dated as of May 1, 2004 (the “Indenture”), between the Issuer and BNY
Midwest Trust Company, as Indenture Trustee (the “Indenture Trustee”), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes.  The Class A-1 Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


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


 


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


 


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


 


B-5

















 


Trustee or at the office of
the Indenture Trustee’s agent appointed for such purposes located in the City
of Chicago, Illinois.


 


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


 


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


 


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


 


B-6

















 


bankruptcy or similar law in
connection with any obligations relating to the Notes, the Indenture or the
Transaction Documents.


 


The Issuer has entered into
the Indenture, and this Note is issued with the intention that, for federal,
state and local income, single business and franchise tax purposes, the Notes
will qualify as indebtedness secured by the Collateral and that the Issuer will
be disregarded as a separate entity for federal income tax purposes pursuant to
Treasury Regulations Section 301.7701-3(b)(1)(ii).  Each Noteholder, by acceptance of a Note or
a beneficial interest in a Note, agrees to treat the Notes for federal, state
and local income, single business and franchise tax purposes as indebtedness of
the Issuer.


 


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


 


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


 


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


 


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


 


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


 


B-7

















 


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-8

















 


EXHIBIT C


 


FORM OF CLASS A-2 NOTE


 


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


 


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


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN 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 2004-2


 


     %
HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES,

CLASS A-2


 


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.

  
				



 


Harley-Davidson Motorcycle
Trust 2004-2, 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 February 2012
(the “Class A-2 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the
Class A-2 Notes shall be made until the principal on the Class A-1 Notes have
been paid in full.


 


The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until
the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date), subject to certain limitations contained in
Section 3.01 of the Indenture. 
Interest on this Note will


 


C-1

















 


accrue for each Distribution
Date from the most recent Distribution Date on which interest has been paid to
but excluding such Distribution Date or, if no interest has yet been paid, from
the Closing Date.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.  All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.


 


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


 


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


 


C-2

















 


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


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE

  
	
   

  	
  TRUST 2004-2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY,

  not in its individual capacity but solely

  on behalf of the Issuer as Owner

  Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
										



 


C-3

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
   

  	
  BNY MIDWEST TRUST COMPANY,

  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


C-4

















 


[REVERSE OF CLASS A-2 NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its       % Harley-Davidson Motorcycle
Contract Backed Notes, Class A-2 (the “Class A-2 Notes”), all issued under an
Indenture, dated as of May 1, 2004 (the “Indenture”), between the Issuer
and BNY Midwest Trust Company, as Indenture Trustee (the “Indenture Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


 


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


 


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


 


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


 


C-5

















 


Office or at the office of
the Indenture Trustee’s agent appointed for such purposes located in the City
of Chicago, Illinois.


 


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


 


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


 


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


 


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


 


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


 


C-6

















 


bankruptcy or similar law in
connection with any obligations relating to the Notes, the Indenture or the
Transaction Documents.


 


The
Issuer has entered into the Indenture, and this Note is issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness secured by the
Collateral and that the Issuer will be disregarded as a separate entity for
federal income tax purposes pursuant to Treasury Regulations
Section 301.7701-3(b)(1)(ii).  Each
Noteholder, by acceptance of a Note or a beneficial interest in a Note, agrees
to treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.


 


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


 


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


 


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


 


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


 


C-7

















 


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-8

















 


EXHIBIT D


 


FORM OF CLASS B NOTE


 


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


 


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


 


THE PRINCIPAL OF THIS NOTE
IS PAYABLE IN 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 2004-2


 


     %
HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES,

CLASS B


 


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.

  
				



 


Harley-Davidson Motorcycle
Trust 2004-2, 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 February 2012
(the “Class B Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.


 


The Issuer will pay interest
on this Note at the rate per annum shown above on each Distribution Date until
the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date), subject to certain limitations contained in Section 3.01
of the Indenture.  Interest on this Note
will accrue for each Distribution Date from the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, if
no interest has yet been paid,


 


D-1

















 


from the Closing Date.  Interest will be computed on the basis of a
360-day year of twelve 30-day months. 
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.


 


The principal of and
interest on this Note are payable in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.  All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.


 


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


 


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


 


D-2

















 


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


 


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE

  
	
   

  	
  TRUST 2004-2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY,

  not in its individual capacity but solely

  on behalf of the Issuer as Owner

  Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
										



 


D-3

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
   

  	
  BNY MIDWEST TRUST COMPANY,

  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


D-4

















 


[REVERSE OF CLASS B NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its       % Harley-Davidson Motorcycle
Contract, Class B (the “Class B Notes”), all issued under an Indenture, dated
as of May 1, 2004 (the “Indenture”), between the Issuer and BNY Midwest
Trust Company, as Indenture Trustee (the “Indenture Trustee”), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes.  The Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


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


 


D-5

















 


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


 


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


 


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


 


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


 


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


 


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The
Issuer has entered into the Indenture, and this Note is issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness secured by the
Collateral and that the Issuer will be disregarded as a separate entity for
federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii).  Each Noteholder, by acceptance of a Note or
a beneficial interest in a Note, agrees to treat the Notes for federal, state
and local income, single business and franchise tax purposes as indebtedness of
the Issuer.


 


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


 


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


 


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


 


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


 


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


 


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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.


 


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EXHIBIT E


 


FORM OF ASSIGNMENT


 


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


 


PLEASE INSERT SOCIAL
SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


 


	
   

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

  
	
   

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

  
	
   

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

  
	
  Dated:

  	
   

  	
   

  



 


 


	
  Signature Guaranteed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Authorized Officer)

  	
   

  



 


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EXHIBIT F


 


FORM OF NOTE DEPOSITORY AGREEMENT


 


F-1