EXHIBIT 4.2


 




 





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

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
  NOTEHOLDERS’ LISTS AND REPORTS

  	
   

  
				



 


iii

















 


	
  SECTION 7.01.

  	
  ISSUER TO FURNISH INDENTURE TRUSTEE NAMES
  AND ADDRESSES OF NOTEHOLDERS

  	
   

  
	
  SECTION 7.02.

  	
  PRESERVATION OF
  INFORMATION: COMMUNICATION TO NOTEHOLDERS.

  	
   

  
	
  SECTION 7.03.

  	
  REPORTS BY ISSUER.

  	
   

  
	
  SECTION 7.04.

  	
  REPORTS BY INDENTURE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
  ACCOUNTS, DISBURSEMENTS AND RELEASES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  COLLECTION OF MONEY

  	
   

  
	
  SECTION 8.02.

  	
  TRUST ACCOUNTS.

  	
   

  
	
  SECTION 8.03.

  	
  GENERAL PROVISIONS REGARDING ACCOUNTS.

  	
   

  
	
  SECTION 8.04.

  	
  RELEASE OF COLLATERAL.

  	
   

  
	
  SECTION 8.05.

  	
  OPINION OF COUNSEL

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
  NOTEHOLDERS.

  	
   

  
	
  SECTION 9.02.

  	
  SUPPLEMENTAL INDENTURES WITH CONSENT OF
  NOTEHOLDERS

  	
   

  
	
  SECTION 9.03.

  	
  EXECUTION OF SUPPLEMENTAL INDENTURES

  	
   

  
	
  SECTION 9.04.

  	
  EFFECT OF SUPPLEMENTAL INDENTURE

  	
   

  
	
  SECTION 9.05.

  	
  CONFORMITY WITH TRUST INDENTURE ACT

  	
   

  
	
  SECTION 9.06.

  	
  REFERENCE IN NOTES TO SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
  REDEMPTION OF NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  REDEMPTION.

  	
   

  
	
  SECTION 10.02.

  	
  FORM OF REDEMPTION NOTICE.

  	
   

  
	
  SECTION 10.03.

  	
  NOTES PAYABLE ON REDEMPTION DATE

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

  	
   

  
	
  SECTION 11.02.

  	
  FORM OF DOCUMENTS DELIVERED TO INDENTURE
  TRUSTEE

  	
   

  
	
  SECTION 11.03.

  	
  ACTS OF NOTEHOLDERS.

  	
   

  
	
  SECTION 11.04.

  	
  NOTICES

  	
   

  
	
  SECTION 11.05.

  	
  NOTICES TO NOTEHOLDERS; WAIVER

  	
   

  
	
  SECTION 11.06.

  	
  ALTERNATE PAYMENT AND NOTICE PROVISIONS

  	
   

  
	
  SECTION 11.07.

  	
  EFFECT OF HEADINGS AND TABLE OF CONTENTS

  	
   

  
	
  SECTION 11.08.

  	
  SUCCESSORS AND ASSIGNS

  	
   

  
	
  SECTION 11.09.

  	
  SEPARABILITY

  	
   

  
	
  SECTION 11.10.

  	
  BENEFITS OF INDENTURE

  	
   

  
	
  SECTION 11.11.

  	
  LEGAL HOLIDAYS

  	
   

  
	
  SECTION 11.12.

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 11.13.

  	
  COUNTERPARTS

  	
   

  
	
  SECTION 11.14.

  	
  RECORDING OF INDENTURE

  	
   

  
	
  SECTION 11.15.

  	
  TRUST OBLIGATION

  	
   

  
	
  SECTION 11.16.

  	
  NO PETITION

  	
   

  
	
  SECTION 11.17.

  	
  INSPECTION

  	
   

  
	
  SECTION 11.18.

  	
  CONFLICT WITH TRUST INDENTURE ACT

  	
   

  
	
  SECTION 11.19.

  	
  DISCLAIMER AND SUBORDINATION

  	
   

  
				



 


iv

















 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit
  A - Reserved

  	
   

  
	
  Exhibit
  B - Form of Class A-1 Note

  	
   

  
	
  Exhibit
  C - Form of Class A-2 Note

  	
   

  
	
  Exhibit
  D - Form of Class B Note

  	
   

  
	
  Exhibit
  E - Form of Assignment

  	
   

  
	
  Exhibit
  F - Form of Note Depository Agreement

  	
   

  



 


v

















 


INDENTURE


 


Indenture, dated as of 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


 


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(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


 


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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.


 


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(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.


 


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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.


 


D-6

















 


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


 


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


 


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


 


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.


 


D-8

















 


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