Exhibit
4.2




 





HARLEY-DAVIDSON
MOTORCYCLE TRUST 2007-2,


as Issuer,


and


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


not
in its individual capacity but solely in its capacity


as Indenture Trustee


 


INDENTURE


Dated as of May 15, 2007


 


Motorcycle Contract Backed Notes




 



















CROSS-REFERENCE TABLE


	
  TIA

  	
   

  	
  Indenture

  
	
  Section

  	
   

  	
  Section

  
	
  310(a)(1)

  	
   

  	
  6.11

  
	
  (a)(2)

  	
   

  	
  6.11

  
	
  (a)(3)

  	
   

  	
  6.10

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  6.11

  
	
  (b)

  	
   

  	
  6.08; 6.11; 11.04

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
  6.13

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  7.01; 7.02

  
	
  (b)

  	
   

  	
  7.02

  
	
  (c)

  	
   

  	
  7.02

  
	
  313(a)

  	
   

  	
  7.04

  
	
  (b)

  	
   

  	
  7.04

  
	
  (c)

  	
   

  	
  7.04

  
	
  (d)

  	
   

  	
  7.04

  
	
  314(a)

  	
   

  	
  7.03

  
	
  (b)

  	
   

  	
  3.06

  
	
  (c)(1)

  	
   

  	
  2.02; 6.02; 11.01

  
	
  (c)(2)

  	
   

  	
  11.01

  
	
  (c)(3)

  	
   

  	
  11.01

  
	
  (d)

  	
   

  	
  11.01

  
	
  (e)

  	
   

  	
  11.01

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  6.01

  
	
  (b)

  	
   

  	
  6.05

  
	
  (c)

  	
   

  	
  6.01

  
	
  (d)

  	
   

  	
  5.12; 6.01

  
	
  (e)

  	
   

  	
  5.14

  
	
  316(a)(1)(A)

  	
   

  	
  5.12

  
	
  (a)(1)(B)

  	
   

  	
  5.02

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
  N.A.

  
	
  317(a)

  	
   

  	
  5.03; 5.04

  
	
  (b)

  	
   

  	
  3.03

  
	
  318(a)

  	
   

  	
  11.18

  



 






*           N.A. means Not Applicable


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



 i
 









TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE ONE DEFINITIONS AND
  INCORPORATION BY REFERENCE

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  Section 1.02.

  	
   

  	
  Incorporation by Reference of
  Trust Indenture Act

  	
   

  	
  9

  
	
  Section 1.03.

  	
   

  	
  Rules of Construction

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO THE NOTES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
   

  	
  Form

  	
   

  	
  10

  
	
  Section 2.02.

  	
   

  	
  Execution, Authentication and
  Delivery

  	
   

  	
  10

  
	
  Section 2.03.

  	
   

  	
  Temporary Notes

  	
   

  	
  10

  
	
  Section 2.04.

  	
   

  	
  Registration; Registration of
  Transfer and Exchange

  	
   

  	
  11

  
	
  Section 2.05.

  	
   

  	
  Mutilated, Destroyed, Lost or
  Stolen Notes

  	
   

  	
  13

  
	
  Section 2.06.

  	
   

  	
  Persons Deemed Owner

  	
   

  	
  13

  
	
  Section 2.07.

  	
   

  	
  Payment of Principal and
  Interest; Defaulted Interest

  	
   

  	
  14

  
	
  Section 2.08.

  	
   

  	
  Cancellation

  	
   

  	
  14

  
	
  Section 2.09.

  	
   

  	
  Book-Entry Notes

  	
   

  	
  14

  
	
  Section 2.10.

  	
   

  	
  Notices to Clearing Agency

  	
   

  	
  15

  
	
  Section 2.11.

  	
   

  	
  Definitive Notes

  	
   

  	
  15

  
	
  Section 2.12.

  	
   

  	
  Release of Collateral

  	
   

  	
  16

  
	
  Section 2.13.

  	
   

  	
  Tax Treatment

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE COVENANTS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
   

  	
  Payment of Principal and
  Interest

  	
   

  	
  16

  
	
  Section 3.02.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  16

  
	
  Section 3.03.

  	
   

  	
  Money for Payments to be Held
  in Trust

  	
   

  	
  17

  
	
  Section 3.04.

  	
   

  	
  Existence

  	
   

  	
  18

  
	
  Section 3.05.

  	
   

  	
  Protection of Collateral

  	
   

  	
  18

  
	
  Section 3.06.

  	
   

  	
  Opinions as to Collateral

  	
   

  	
  19

  
	
  Section 3.07.

  	
   

  	
  Performance of Obligations;
  Servicing of Contracts

  	
   

  	
  19

  
	
  Section 3.08.

  	
   

  	
  Negative Covenants

  	
   

  	
  20

  
	
  Section 3.09.

  	
   

  	
  Annual Statement as to
  Compliance

  	
   

  	
  20

  
	
  Section 3.10.

  	
   

  	
  Issuer May Consolidate, etc.
  Only on Certain Terms

  	
   

  	
  20

  
	
  Section 3.11.

  	
   

  	
  Successor or Transferee

  	
   

  	
  22

  
	
  Section 3.12.

  	
   

  	
  No Other Business

  	
   

  	
  22

  
	
  Section 3.13.

  	
   

  	
  No Borrowing

  	
   

  	
  22

  
	
  Section 3.14.

  	
   

  	
  Servicer’s Obligations

  	
   

  	
  22

  
	
  Section 3.15.

  	
   

  	
  Guarantees, Loans Advances and
  Other Liabilities

  	
   

  	
  22

  
	
  Section 3.16.

  	
   

  	
  Capital Expenditures

  	
   

  	
  23

  
	
  Section 3.17.

  	
   

  	
  Restricted Payments

  	
   

  	
  23

  
	
  Section 3.18.

  	
   

  	
  Notice of Events of Default

  	
   

  	
  23

  
	
  Section 3.19.

  	
   

  	
  Further Instruments and Acts

  	
   

  	
  23

  
	
  Section 3.20.

  	
   

  	
  Compliance with Laws

  	
   

  	
  23

  
	
  Section 3.21. 

  	
   

  	
  Amendments of Sale and
  Servicing Agreement and Trust Agreement 

  	
   

  	
  23 

  
	
  Section 3.22.

  	
   

  	
  Removal of Administrator

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR SATISFACTION
  AND DISCHARGE

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
   

  	
  Satisfaction and Discharge of
  Indenture

  	
   

  	
  24

  
	
  Section 4.02.

  	
   

  	
  Application of Trust Money

  	
   

  	
  25

  
	
  Section 4.03.

  	
   

  	
  Repayment of Moneys Held by
  Paying Agent

  	
   

  	
  25

  
	
  Section 4.04.

  	
   

  	
  Release of Collateral

  	
   

  	
  25

  



 



 ii
 









 


	
  ARTICLE FIVE REMEDIES

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
   

  	
  Events of Default

  	
   

  	
  25

  
	
  Section 5.02.

  	
   

  	
  Rights Upon Event of Default

  	
   

  	
  26

  
	
  Section 5.03.

  	
   

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

  	
   

  	
  26

  
	
  Section 5.04.

  	
   

  	
  Remedies

  	
   

  	
  28

  
	
  Section 5.05.

  	
   

  	
  Optional Preservation of the
  Contracts

  	
   

  	
  29

  
	
  Section 5.06.

  	
   

  	
  Priorities

  	
   

  	
  29

  
	
  Section 5.07.

  	
   

  	
  Limitation of Suits

  	
   

  	
  29

  
	
  Section 5.08.

  	
   

  	
  Unconditional Rights of
  Noteholders to Receive Principal and Interest

  	
   

  	
  30

  
	
  Section 5.09.

  	
   

  	
  Restoration of Rights and
  Remedies

  	
   

  	
  30

  
	
  Section 5.10.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  30

  
	
  Section 5.11.

  	
   

  	
  Delay or Omission Not a Waiver

  	
   

  	
  30

  
	
  Section 5.12.

  	
   

  	
  Control by Noteholders

  	
   

  	
  31

  
	
  Section 5.13.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  31

  
	
  Section 5.14.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  31

  
	
  Section 5.15.

  	
   

  	
  Waiver of Stay or Extension
  Laws

  	
   

  	
  31

  
	
  Section 5.16.

  	
   

  	
  Action on Notes

  	
   

  	
  32

  
	
  Section 5.17.

  	
   

  	
  Performance and Enforcement of
  Certain Obligations

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX THE INDENTURE
  TRUSTEE

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
   

  	
  Duties of Indenture Trustee

  	
   

  	
  32

  
	
  Section 6.02.

  	
   

  	
  Rights of Indenture Trustee

  	
   

  	
  34

  
	
  Section 6.03.

  	
   

  	
  Individual Rights of Indenture
  Trustee

  	
   

  	
  34

  
	
  Section 6.04.

  	
   

  	
  Indenture Trustee’s Disclaimer

  	
   

  	
  35

  
	
  Section 6.05.

  	
   

  	
  Notice of Defaults

  	
   

  	
  35

  
	
  Section 6.06.

  	
   

  	
  Reports by Indenture Trustee to
  Holders

  	
   

  	
  35

  
	
  Section 6.07.

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  35

  
	
  Section 6.08.

  	
   

  	
  Replacement of Indenture
  Trustee

  	
   

  	
  36

  
	
  Section 6.09.

  	
   

  	
  Successor Indenture Trustee by
  Merger

  	
   

  	
  36

  
	
  Section 6.10. 

  	
   

  	
  Appointment of Co-Indenture
  Trustee or Separate Indenture Trustee

  	
   

  	
  37 

  
	
  Section 6.11.

  	
   

  	
  Eligibility

  	
   

  	
  38

  
	
  Section 6.12.

  	
   

  	
  Pennsylvania Motor Vehicle
  Sales Finance Act Licenses

  	
   

  	
  39

  
	
  Section 6.13.

  	
   

  	
  Preferential Collection of
  Claims Against Issuer

  	
   

  	
  39

  
	
  Section 6.14.

  	
   

  	
  Representations and Warranties
  of Indenture Trustee

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN NOTEHOLDERS’
  LISTS AND REPORTS

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
   

  	
  Issuer to Furnish Indenture
  Trustee Names and Addresses of Noteholders

  	
   

  	
  40

  
	
  Section 7.02.

  	
   

  	
  Preservation of Information:
  Communication to Noteholders

  	
   

  	
  40

  
	
  Section 7.03.

  	
   

  	
  Reports by Issuer

  	
   

  	
  41

  
	
  Section 7.04.

  	
   

  	
  Reports by Indenture Trustee

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT ACCOUNTS,
  DISBURSEMENTS AND RELEASES

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
   

  	
  Collection of Money

  	
   

  	
  41

  
	
  Section 8.02.

  	
   

  	
  Trust Accounts

  	
   

  	
  42

  
	
  Section 8.03.

  	
   

  	
  General Provisions Regarding
  Accounts

  	
   

  	
  42

  
	
  Section 8.04.

  	
   

  	
  Release of Collateral

  	
   

  	
  43

  
	
  Section 8.05.

  	
   

  	
  Opinion of Counsel

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE SUPPLEMENTAL
  INDENTURES

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
   

  	
  Supplemental Indentures Without
  Consent of Noteholders

  	
   

  	
  43

  



 



 iii
 









 


	
  Section 9.02.

  	
   

  	
  Supplemental Indentures With
  Consent of Noteholders

  	
   

  	
  44

  
	
  Section 9.03.

  	
   

  	
  Execution of Supplemental
  Indentures

  	
   

  	
  45

  
	
  Section 9.04.

  	
   

  	
  Effect of Supplemental
  Indenture

  	
   

  	
  46

  
	
  Section 9.05.

  	
   

  	
  Conformity With Trust Indenture
  Act

  	
   

  	
  46

  
	
  Section 9.06.

  	
   

  	
  Reference in Notes to
  Supplemental Indentures

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN REDEMPTION OF
  NOTES

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
   

  	
  Redemption

  	
   

  	
  46

  
	
  Section 10.02.

  	
   

  	
  Form of Redemption Notice

  	
   

  	
  47

  
	
  Section 10.03.

  	
   

  	
  Notes Payable on Redemption
  Date

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN
  MISCELLANEOUS

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
   

  	
  Compliance Certificates and
  Opinions, etc.

  	
   

  	
  48

  
	
  Section 11.02.

  	
   

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
   

  	
  49

  
	
  Section 11.03.

  	
   

  	
  Acts of Noteholders

  	
   

  	
  50

  
	
  Section 11.04.

  	
   

  	
  Notices

  	
   

  	
  50

  
	
  Section 11.05.

  	
   

  	
  Notices to Noteholders; Waiver

  	
   

  	
  50

  
	
  Section 11.06.

  	
   

  	
  Alternate Payment and Notice
  Provisions

  	
   

  	
  51

  
	
  Section 11.07.

  	
   

  	
  Effect of Headings and Table of
  Contents

  	
   

  	
  51

  
	
  Section 11.08.

  	
   

  	
  Successors and Assigns

  	
   

  	
  51

  
	
  Section 11.09.

  	
   

  	
  Separability

  	
   

  	
  51

  
	
  Section 11.10.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  51

  
	
  Section 11.11.

  	
   

  	
  Legal Holidays

  	
   

  	
  51

  
	
  Section 11.12.

  	
   

  	
  Governing Law

  	
   

  	
  52

  
	
  Section 11.13.

  	
   

  	
  Counterparts

  	
   

  	
  52

  
	
  Section 11.14.

  	
   

  	
  Recording of Indenture

  	
   

  	
  52

  
	
  Section 11.15.

  	
   

  	
  Trust Obligation

  	
   

  	
  52

  
	
  Section 11.16.

  	
   

  	
  No Petition

  	
   

  	
  52

  
	
  Section 11.17.

  	
   

  	
  Inspection

  	
   

  	
  52

  
	
  Section 11.18.

  	
   

  	
  Conflict with Trust Indenture
  Act

  	
   

  	
  53

  
	
  Section 11.19.

  	
   

  	
  Disclaimer and Subordination

  	
   

  	
  53

  



 


	
  EXHIBITS

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1 -

  	
   

  	
  Form of Class A-1 Note

  	
   

  	
  A-1-1

  
	
  Exhibit A-2 -

  	
   

  	
  Form of Class A-2 Note

  	
   

  	
  A-2-1

  
	
  Exhibit A-3 -

  	
   

  	
  Form of Class A-3 Note

  	
   

  	
  A-3-1

  
	
  Exhibit A-4 -

  	
   

  	
  Form of Class A-4 Note

  	
   

  	
  A-4-1

  
	
  Exhibit A-5 -

  	
   

  	
  Form of Class B Note

  	
   

  	
  A-5-1

  
	
  Exhibit A-6 -

  	
   

  	
  Form of Class C Note

  	
   

  	
  A-6-1

  
	
  Exhibit B -

  	
   

  	
  Form of Assignment

  	
   

  	
  B-1

  
	
  Exhibit C -

  	
   

  	
  Form of Note Depository
  Agreement

  	
   

  	
  C-1

  



 



 iv















INDENTURE


Indenture, dated as of May 15, 2007 (this “Indenture”), between
Harley-Davidson Motorcycle Trust 2007-2, a Delaware statutory trust (the “Issuer”)
and The Bank of New York Trust Company, N.A., in its capacity as indenture
trustee (the “Indenture Trustee”) and not in its individual capacity.


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


GRANTING CLAUSE


The Issuer hereby grants, transfers, assigns and otherwise conveys to
the Indenture Trustee on the Closing Date, on behalf of and for the benefit of
the Holders of the Notes, without recourse, all of the Issuer’s right, title
and interest (exclusive of the amount, if any, allocable to any rebatable
insurance premium financed by any Contract) in, to and under: (i) the 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 and Class C Notes provided herein and all
other sums owing by the Issuer hereunder or under any other Transaction
Document, and to secure compliance with the provisions of this Indenture, all
as provided in this Indenture.


The Indenture Trustee, as Indenture Trustee on behalf of the Holders of
the Notes, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions of













this
Indenture and agrees to perform its duties required in this Indenture in
accordance with its terms and the terms of the other Transaction Documents to
which it is a party.


ARTICLE ONE



DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.        Definitions.


(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 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.



 2
 









“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 A-1.


“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 A-2.


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


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


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


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


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


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


“Class 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 A-5.


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


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


“Class C Notes”
means the Class C Notes, substantially in the form of Exhibit A-6.


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


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


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


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



 3
 









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


“Commission”
means the Securities and Exchange Commission.


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


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


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


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


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


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


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


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


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


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


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


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


“Holder” or “Noteholder” or “Note Owner”
means, with respect to a Book-Entry Note, the Person who is the owner of such
Book-Entry Note, as reflected on the books of the Clearing Agency, 



 4
 









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


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


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


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


“Issuer”
means Harley-Davidson Motorcycle Trust 2007-2 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.



 5
 









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


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


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


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


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


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



 6
 









disregarded.  Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Issuer, any other obligor
upon the Notes, the Trust Depositor, Harley-Davidson Credit or any of their
respective Affiliates.


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


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


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


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


“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



 7
 









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.


“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, 2007, 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 



 8
 









perfection or the effect of perfection or
non-perfection or priority of the security interests in any collateral or the
availability of any remedy hereunder is governed by the Uniform Commercial Code
as in effect on or after the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection or priority or
availability of such remedy.


“United States” means
the United States of America.


(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



 9
 









(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, the Class A-3 Notes, the
Class A-4 Notes, the Class B Notes and the Class C 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 $138,000,000, (ii) Class A-2 Notes in an aggregate
principal amount of $285,000,000, (iii) Class A-3 Notes in an aggregate
principal amount of $245,000,000, (iv) Class A-4 Notes in an aggregate
principal amount of $194,125,000, (v) Class B Notes in an aggregate principal
amount of $61,750,000 and (vi) Class C Notes in an aggregate principal amount
of $26,125,000.  The aggregate principal
amount of such Classes of Notes Outstanding at any time may not exceed such
respective amounts, except as otherwise provided in Section 2.05.


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


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


Section 2.03.        Temporary Notes. 
Pending the preparation of Book-Entry Notes or Definitive Notes, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee



 10
 









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 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 



 11
 









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 Book Entry Note, will be deemed to represent by its acceptance of
the Note, that (i) it is not, and is not acquiring the Note on behalf of or
with “plan assets” (as determined under Department of Labor Regulation Section
2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to
Similar Law, or (ii) its acquisition and holding of the Note 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.


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


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


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


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



 12
 









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


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


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


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


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


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.



 13
 









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


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


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


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


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



 14
 









Register
in the name of Cede & Co., the nominee of the initial Clearing Agency, and
no Noteholder will receive a Definitive Note representing such Noteholder’s
interest in such Note, except as provided in Section 2.11.  Unless and until definitive, fully registered
Notes (the “Definitive Notes”) have been issued to Noteholders pursuant to
Section 2.11:


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


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


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


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


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


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


Section 2.11.        Definitive Notes.  If
(i)(A) the Administrator advises the Indenture Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities as described in the 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 of Notes to Noteholders 



 15
 









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


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


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


Section 2.13.        Tax Treatment.  The
Issuer and the purchasers of the Notes intend, and will take all actions
consistent with the intention, that the Notes be treated as indebtedness for
all federal, state, local, and foreign income and franchise tax purposes 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, (iii) for the benefit of the Class A-3
Notes, to the Class A-3 Noteholders, (iv) for the benefit of the Class A-4
Notes, to the Class A-4 Noteholders, (v) for the benefit of the Class B
Notes, to the Class B Noteholders and (vi) for the benefit of the Class C
Notes, to the Class C Noteholders, in each case as further specified
herein.  Amounts properly withheld under
the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.


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



 16
 









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 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.



 17
 









Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and upon receipt of an Issuer Request shall be deposited by the Indenture
Trustee in the Collection Account; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Indenture Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; provided, however, that if such money or any portion thereof
had been previously deposited by the Issuer with the Indenture Trustee for the
payment of principal or interest on the Notes; and provided,
further, that the Indenture Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Issuer
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to or for the account of the Issuer. 
The Indenture Trustee may also adopt and employ, at the expense of the
Issuer, any other reasonable means of notification of such repayment (including,
but not limited to, mailing notice of such repayment to Holders whose Notes
have been called but not have not been surrendered for redemption or whose
right to or interest in moneys due and payable but not claimed is determinable
from the records of the Indenture Trustee or of any Paying Agent, at the last
address of record for each such Holder).


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


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


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


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


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


(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



 18
 









(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; provided, however, that the
Indenture Trustee shall have no obligation to monitor or file any financing
statements, continuation statements, financing statement amendments or any
other instrument.


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


Section 3.07.        Performance of Obligations;
Servicing of Contracts.


(a)           The Issuer will not take any action and will
use its best efforts not to permit any action to be taken by others that would
release any Person from any such Person’s material covenants or obligations
under any instrument or agreement included in the Collateral or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in the Transaction Documents or such
other instrument or agreement.


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


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


(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



 19
 









Issuer
shall notify the Indenture Trustee and the Rating Agencies of such appointment,
specifying in such notice the name and address of such Successor Servicer.


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


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


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


(ii)           claim any credit on, or make any deduction
from the principal or interest payable in respect of, the Notes (other than
amounts properly withheld from such payments under the Code or applicable state
law) or assert any claim against any present or former Noteholder by reason of
the payment of the taxes levied or assessed upon any part of the Collateral;


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


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


(v)           change its name or state of formation.


Section 3.09.        Annual Statement as to
Compliance.  The Issuer will deliver to the Indenture
Trustee, on or before January 31 of each year commencing January 31, 2008, 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:



 20















(i)            the
Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United
States or any State and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Indenture Trustee, in form and substance
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of and interest on all Notes and the performance or observance of
every agreement and covenant of this Indenture and each other Transaction
Document on the part of the Issuer to be performed or observed, all as provided
herein;


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


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


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


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


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


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


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


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



 21
 









(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.


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



 22
 









payment or performance on
any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities
of, any other interest in, or make any capital contribution to, any other
Person.


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


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


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


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


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


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


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.



 23
 









ARTICLE FOUR



SATISFACTION AND DISCHARGE


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


(A)          either


(1)           all
Notes therefore authenticated and delivered (other than (i) Notes that have
been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 2.05 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section
3.03) have been delivered to the Indenture Trustee for cancellation;


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


(i)            have become due and payable, or


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


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


(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.



 24
 









Section 4.02.        Application of Trust Money.  All
moneys deposited with the Indenture Trustee pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying
Agent, as the Indenture Trustee may determine, to the Holders of the particular
Notes for the payment or redemption of which such moneys have been deposited
with the Indenture Trustee, of all sums due and to become due thereon for
principal and interest; but such moneys need not be segregated from other funds
except to the extent required herein or in the Sale and Servicing Agreement or
required by law.


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


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


ARTICLE FIVE



REMEDIES


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


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


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


(iii)          default in the observance or performance of any covenant or agreement
of the Issuer made in this Indenture (other than a covenant or agreement, a
default in the observance or performance of which is elsewhere in this Section
specifically dealt with) which default has a material adverse effect on the
Noteholders, or any representation or warranty of the Issuer made in this
Indenture or in any certificate or other writing delivered pursuant hereto or
in connection herewith proving to have been incorrect in any material respect
as of the time when the same shall have been made, and such default shall continue
or not be cured, or the circumstance or condition in respect of which such
misrepresentation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by
registered or certified



 25
 









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


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


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


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


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


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


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



 26
 









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


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


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


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


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



 27
 









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


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


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


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


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


(h)           In any Proceedings brought by the Indenture
Trustee (including any Proceedings involving the interpretation of any provision
of this Indenture), the Indenture 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 



 28
 









enforce the rights and remedies of the
Indenture Trustee on behalf of the Noteholders under this Indenture or the
Notes; and


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


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


Section 5.06.        Priorities.


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


(b)           The Indenture Trustee may fix a record date
and payment date for any payment to Noteholders pursuant to this Section.  At least 15 days before such record date, the
Issuer shall mail to each Noteholder and the Indenture Trustee a notice that
states the record date, the payment date and the amount to be paid.


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


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


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



 29
 









(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
of the Controlling Class, each representing less than a majority of the
Outstanding Amount of the Controlling Class, the Indenture Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.


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


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


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


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



 30
 









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


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


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


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


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


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


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


Section 5.14.        Undertaking for Costs.  All
parties to this Indenture agree, and each Holder of any Note by such Holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to (i) any
suit instituted by the Indenture Trustee, (ii) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Controlling Class or (iii) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).


Section 5.15.        Waiver of Stay or Extension
Laws.  The Issuer covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead or in
any manner whatsoever, claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Issuer (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantages of 



 31
 









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


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


Section 5.17.        Performance and Enforcement
of Certain Obligations.


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


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



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(b)           Except during the continuance of an Event of
Default:


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


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


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


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


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


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


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


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


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


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


(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 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.



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


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


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


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


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.



 35
 









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


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


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


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


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


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


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


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


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 



 36
 









business
or assets to, another corporation or banking association, the resulting,
surviving or transferee corporation without any further act shall be the
successor Indenture Trustee; provided, that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide each
Rating Agency prompt notice of any such transaction.


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


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


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


(b)           Every separate Indenture Trustee and
co-Indenture Trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:


(i)            all rights, powers, duties and obligations
conferred or imposed upon the Indenture Trustee shall be conferred or imposed
upon and exercised or performed by the Indenture Trustee and such separate
Indenture Trustee or co-Indenture Trustee jointly (it being understood that
such separate Indenture Trustee or co-Indenture Trustee is not authorized to
act separately without the Indenture Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act
or acts are to be 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



 37
 









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


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


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


Section 6.11.        Eligibility.


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


(b)           If a
Default occurs and is continuing and the Indenture Trustee is deemed to have a “conflicting
interest” (as defined in the TIA) as a result of acting as trustee for the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes, the Class B Notes and the Class C Notes, the Issuer shall appoint a
successor Indenture Trustee for the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes, a successor Indenture Trustee for the
Class B Notes and a successor Indenture Trustee for the Class C Notes so that
there will be separate Indenture Trustees for the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, for the Class B Notes
and for the Class C Notes.  No such event
shall alter the voting rights of the Noteholders under this Indenture or under
any of the other Transaction Documents.


(c)           In
the case of an appointment hereunder of a successor Indenture Trustee with
respect to any Class of Notes, the Issuer, the retiring Indenture Trustee and
the successor Indenture Trustee with respect to such Class of Notes shall
execute and deliver an indenture supplement hereto



 38
 









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


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


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


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


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


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


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



 39
 









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


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


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


ARTICLE SEVEN


NOTEHOLDERS’ LISTS AND REPORTS


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


Section 7.02.        Preservation of
Information: Communication to Noteholders.


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


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


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



 40















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, 2008, the Indenture
Trustee shall mail to each Noteholder as required by TIA §313(c) a brief report
dated as of such date that complies with TIA §313(a).  The Indenture Trustee also shall comply with
TIA §313(b).


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


ARTICLE EIGHT



ACCOUNTS, DISBURSEMENTS AND RELEASES


Section 8.01.        Collection of Money. 
Except as otherwise expressly provided herein, the Indenture Trustee may
demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary,
all money and other property payable to or receivable by the Indenture Trustee
pursuant to this Indenture and the Sale and Servicing Agreement.  The Indenture Trustee shall apply all such
money received by it as provided in this Indenture and the Sale and Servicing Agreement.  Except as otherwise expressly provided in
this Indenture, if any default occurs in the making of any payment or
performance under any agreement or instrument that is part of the Collateral,
the Indenture Trustee may take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate Proceedings.  Any such action
shall be without prejudice to any right to claim a Default or Event of Default under
this Indenture and any right to proceed thereafter as provided in Article Five.



 41
 









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 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.



 42
 









Section 8.04.        Release of Collateral.


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


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


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


ARTICLE NINE



SUPPLEMENTAL INDENTURES


Section 9.01.        Supplemental Indentures
Without Consent of Noteholders.


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


(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;



 43
 









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


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


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


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


(vi)          to evidence and provide for the acceptance of the appointment hereunder
by a successor Indenture Trustee 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; and


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


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


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


Section 9.02.        Supplemental Indentures
With Consent of Noteholders.  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 



 44
 









Amount with respect thereto, change the provisions
of this Indenture relating to the application of collections on, or the
proceeds of the sale of, the Collateral to payment of principal of or interest
on the Notes, or change any place of payment where, or the coin or currency in
which, any Note or the interest thereon is payable, or impair the right to
institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in Article
Five, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after
the  Redemption Date);


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


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


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


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


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


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


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


Promptly after the execution by the parties hereto of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the
Holders of the Notes to which such amendment or supplemental indenture relates
a notice setting forth in general terms the substance of such supplemental
indenture.  Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.


Section 9.03.        Execution of Supplemental
Indentures.  In executing, or permitting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to



 45
 









receive,
and subject to Sections 6.01 and 6.02 shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. 
The Indenture Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Indenture Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise.


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


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


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


ARTICLE TEN



REDEMPTION OF NOTES


Section 10.01.      Redemption.


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



 46
 









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.


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.



 47
 









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.


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


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


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



 48
 









this Indenture, the Issuer shall also furnish to the
Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within 90 days of
such release) of the property or securities proposed to be released and stating
that in the opinion of such person the proposed release will not impair the
security created by this Indenture in contravention of the provisions hereof.


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


(v)           Notwithstanding
any other provision of this Section, the Issuer may, without compliance with
the other provisions of this Section, (A) collect, liquidate, sell or otherwise
dispose of the Contracts as and to the extent permitted or required by the
Transaction Documents, and (B) make cash payments out of the Trust Accounts as
and to the extent permitted or required by the Transaction Documents, so long
as the Issuer shall deliver to the Indenture Trustee every six months,
commencing June 1, 2007, an Officer’s Certificate stating that all the
dispositions of Collateral described in clauses (A) or (B) that occurred during
the preceding six calendar months were in the ordinary course of the Issuer’s
business and that the proceeds thereof were applied in accordance with the
Transaction Documents.


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


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


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



 49
 









Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer’s compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of
the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. 
The foregoing shall not, however, be construed to affect the Indenture
Trustee’s right to rely upon the truth and accuracy of any statement or opinion
contained in any such document as provided in Article Six.


Section 11.03.      Acts of Noteholders.


(a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Noteholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or
instruments are delivered to the Indenture Trustee, and, where it is hereby
expressly required, to the Issuer.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Noteholders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer,
if made in the manner provided in this Section.


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


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


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


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


Section 11.05.      Notices to Noteholders;
Waiver.  Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class, postage
prepaid to each Noteholder affected by such event, at 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 



 50
 









Noteholders
is given by mail, neither the failure to mail such notice nor any defect in any
notice so mailed to any particular Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice that is mailed in
the manner herein provided shall conclusively be presumed to have been duly
given.


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


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


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


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


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


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


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



 51
 









Business
Day with the same force and effect as if made on the date on which nominally
due, and no interest shall accrue for the period from and after any such
nominal date.


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


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


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


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


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


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



 52
 









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


[signature page follows]



 53














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


	
  

  	
  HARLEY-DAVIDSON MOTORCYCLE

  
	
   

  	
  TRUST 2007-2

  
	
   

  	
   

  
	
   

  	
  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/ Michele C. Harra

  
	
   

  	
  Printed Name:

  	
  Michele C. Harra

  
	
   

  	
  Title:

  	
  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

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

  not in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cynthia L. Davis

  
	
   

  	
  Printed Name:

  	
  Cynthia L. Davis

  
	
   

  	
  Title: 

  	
  Vice President

  
								



 











 


	
  STATE OF ILLINOIS  )

  	
   

  	
   

  
	
   

  	
  )

  	
  SS

  
	
  COUNTY OF COOK

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  On 

  	
  5/21/2007

  	
   

  
	
   

  	
  [insert date]

  
	
   

  	
   

  
	
  before me,

  	
  Michelle
  Kallick, Paralegal

  	
   

  
	
   

  	
  [Insert name and title of notary]

  
	
   

  	
   

  
	
  personally
  appeared 

  	
  Cynthia L. Davis

  	
  ,

  
	
   

  	
   

  
	
   

  	
  personally known to me, or

  
	
   

  	
   

  
	
   

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

  
								



 


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


WITNESS my hand and official seal.


	
  Signature

  	
  /s/ Michelle
  Kallick

  	
  [Seal]

  



 











 


	
  STATE OF DELAWARE

  	
   

  	
  )

  
	
   

  	
   

  	
  ) SS

  
	
  COUNTY OF NEW CASTLE

  	
    )

  	
   

  
	
   

  	
   

  	
   

  
	
  On 

  	
  May 18, 2007

  	
   

  
	
   

  	
  [insert date]

  
	
   

  	
   

  
	
  before me,

  	
  Bethany J.
  Taylor, Sales Associate

  	
   

  
	
   

  	
  [Insert name and title of notary]

  
	
   

  	
   

  
	
  personally
  appeared 

  	
  Michele C. Harra

  	
  ,

  
	
   

  	
   

  
	
   

  	
  personally known to me, or

  
	
   

  	
   

  
	
   

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

  
								



 


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


WITNESS my hand and official seal.


	
  Signature

  	
  /s/ Bethany J.
  Taylor

  	
  [Seal]

  



 















EXHIBIT A-1


FORM OF CLASS A-1 NOTE


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


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


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


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2007-2


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


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP
  No. 

  	
   

  



 


Harley-Davidson Motorcycle
Trust 2007-2, 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 [                         ]
(the “Class A-1 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse hereof.


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


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



 A-1-1
 








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


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


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



 A-1-2
 








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


	
  Date: 

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE

  
	
   

  	
  TRUST 2007-2

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  
											



 



 A-1-3
 








INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  THE BANK OF NEW YORK TRUST

  
	
   

  	
  COMPANY, N.A.

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 



 A-1-4
 








[REVERSE OF CLASS A-1 NOTE]


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [      ]% Motorcycle Contract
Backed Notes, Class A-1 (the “Class A-1 Notes”), all issued under an Indenture,
dated as of May 15, 2007 (the “Indenture”), between the Issuer and The Bank of
New York Trust Company, N.A., as Indenture Trustee (the “Indenture Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes.  The Class A-1 Notes are subject to all terms
of the Indenture.  All terms used in this
Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


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


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


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


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


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



 A-1-5
 








Initial
Cutoff Date and (ii) the aggregate Principal Balance of the Subsequent
Contracts as of their related Subsequent Cutoff Dates.


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


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


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


The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness secured by the
Collateral 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,



 A-1-6
 








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.


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



 A-1-7















EXHIBIT A-2


FORM OF CLASS A-2 NOTE


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


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


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


HARLEY-DAVIDSON MOTORCYCLE TRUST 2007-2


[    ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS A-2


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson Motorcycle Trust 2007-2, 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 [               ]
(the “Class A-2 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the
Class A-2 Notes shall be made until the principal on the Class A-1 Notes have
been paid in full.


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


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



 A-2-1
 









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


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


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



 A-2-2
 









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


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE

  
	
   

  	
  TRUST 2007-2

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  
										



 



 A-2-3
 









INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 



 A-2-4
 









[REVERSE OF CLASS A-2 NOTE]


This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [     ]% Motorcycle Contract Backed
Notes, Class A-2 (the “Class A-2 Notes”), all issued under an Indenture, dated
as of May 15, 2007 (the “Indenture”), between the Issuer and The Bank of New
York Trust Company, N.A., as Indenture Trustee (the “Indenture Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


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


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


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


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


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



 A-2-5
 









Initial
Cutoff Date and (ii) the aggregate Principal Balance of the Subsequent
Contracts as of their related Subsequent Cutoff Dates.


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


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


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


The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness secured by the
Collateral 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,



 A-2-6
 









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.


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



 A-2-7















EXHIBIT A-3


FORM OF CLASS A-3 NOTE


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


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


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


HARLEY-DAVIDSON MOTORCYCLE TRUST 2007-2


[    ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS A-3


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson Motorcycle
Trust 2007-2, 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 [               ]
(the “Class A-3 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the
Class A-3 Notes shall be made until the principal on the Class A-1 Notes have
been paid in full.


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


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



 A-3-1
 









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


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


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



 A-3-2
 









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


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE

  
	
   

  	
  TRUST 2007-2

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  
										



 



 A-3-3
 









INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 



 A-3-4
 









[REVERSE OF CLASS A-3 NOTE]


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its [      ]%
Motorcycle Contract Backed Notes, Class A-3 (the “Class A-3 Notes”), all issued
under an Indenture, dated as of May 15, 2007 (the “Indenture”), between the
Issuer and The Bank of New York Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the
Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


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


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


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


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


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



 A-3-5
 









Initial Cutoff Date and (ii) the aggregate Principal Balance of the
Subsequent Contracts as of their related Subsequent Cutoff Dates.


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


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


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


The Issuer has entered into the Indenture, and this
Note is issued with the intention that, for federal, state and local income,
single business and franchise tax purposes, the Notes will qualify as
indebtedness secured by the Collateral 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,



 A-3-6
 









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.


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



 A-3-7















EXHIBIT A-4


FORM OF CLASS A-4 NOTE


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


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


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


HARLEY-DAVIDSON MOTORCYCLE TRUST 2007-2


[    ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS A-4


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson Motorcycle
Trust 2007-2, 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 [                 ]
(the “Class A-4 Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse
hereof.  No payments of principal of the
Class A-4 Notes shall be made until the principal on the Class A-1 Notes have
been paid in full.


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


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



 A-4-1
 









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


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


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



 A-4-2
 









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


	
  Date:

  	
   

  	
   

  	
  HARLEY-DAVIDSON MOTORCYCLE

  
	
   

  	
  TRUST 2007-2

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  
										



 



 A-4-3
 









INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 



 A-4-4
 









[REVERSE OF CLASS A-4 NOTE]


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its [    ]% Motorcycle
Contract Backed Notes, Class A-4 (the “Class A-4 Notes”), all issued under an
Indenture, dated as of May 15, 2007 (the “Indenture”), between the Issuer and
The Bank of New York Trust Company, N.A., as Indenture Trustee (the “Indenture
Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the
Notes.  The Notes are subject to all
terms of the Indenture.  All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


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


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


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


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


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



 A-4-5
 









Initial Cutoff Date and (ii) the aggregate Principal Balance of the
Subsequent Contracts as of their related Subsequent Cutoff Dates.


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


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


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


The Issuer has entered into the Indenture, and this
Note is issued with the intention that, for federal, state and local income,
single business and franchise tax purposes, the Notes will qualify as
indebtedness secured by the Collateral 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,



 A-4-6
 









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.


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



 A-4-7















EXHIBIT A-5


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 2007-2


[    ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS B


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson Motorcycle
Trust 2007-2, 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 [               ]
(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 during the related Interest Period and
will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.


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



 A-5-1
 









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


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


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



 A-5-2
 









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 2007-2

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  
										



 



 A-5-3
 









INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 



 A-5-4
 









[REVERSE OF CLASS B NOTE]


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its [    ]% Motorcycle
Contract, Class B (the “Class B Notes”), all issued under an Indenture, dated
as of May 15, 2007 (the “Indenture”), between the Issuer and The Bank of New
York Trust Company, N.A., as Indenture Trustee (the “Indenture Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


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


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


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


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


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



 A-5-5
 









Initial Cutoff Date and (ii) the aggregate Principal Balance of the
Subsequent Contracts as of their related Subsequent Cutoff Dates.


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


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


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


The Issuer has entered into the Indenture, and this
Note is issued with the intention that, for federal, state and local income,
single business and franchise tax purposes, the Notes will qualify as
indebtedness secured by the Collateral 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,



 A-5-6
 









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.


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



 A-5-7















EXHIBIT A-6


FORM OF CLASS C NOTE


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


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


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


HARLEY-DAVIDSON MOTORCYCLE TRUST 2007-2


[    ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS C


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson Motorcycle
Trust 2007-2, 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 [             ]
(the “Class C Final Distribution Date”) and the Redemption Date, if any,
pursuant to Section 10.01 of the Indenture referred to on the reverse hereof.


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


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



 A-6-1
 









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


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


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



 A-6-2
 









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 2007-2

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  
										



 



 A-6-3
 









INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 



 A-6-4
 









[REVERSE OF CLASS C NOTE]


This Note is one of a duly authorized issue of Notes
of the Issuer, designated as its [    ]% Motorcycle
Contract, Class C (the “Class C Notes”), all issued under an Indenture, dated
as of May 15, 2007 (the “Indenture”), between the Issuer and The Bank of New
York Trust Company, N.A., as Indenture Trustee (the “Indenture Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


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


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


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


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


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



 A-6-5
 









Initial Cutoff Date and (ii) the aggregate Principal Balance of the
Subsequent Contracts as of their related Subsequent Cutoff Dates.


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


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


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


The Issuer has entered into the Indenture, and this
Note is issued with the intention that, for federal, state and local income,
single business and franchise tax purposes, the Notes 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,



 A-6-6
 









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.


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



 A-6-7















EXHIBIT B


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)

  
				



 



 B-1















EXHIBIT C


FORM OF NOTE DEPOSITORY
AGREEMENT



 C-1