EXHIBIT 4.2




 





 


HARLEY-DAVIDSON MOTORCYCLE TRUST
[          ],


as Issuer,


 


and


 


[          ],


not in its individual capacity but solely in its capacity


as Indenture Trustee


 






 


INDENTURE


 


Dated as of
[          ]


 






 


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

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  TWO THE NOTES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
   

  	
  Form

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
   

  	
  Execution, Authentication and Delivery

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
   

  	
  Temporary Notes

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
   

  	
  Payment of Principal and Interest;
  Defaulted Interest

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
   

  	
  Cancellation

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
   

  	
  Book-Entry Notes

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
   

  	
  Notices to Clearing Agency

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
   

  	
  Definitive Notes

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
   

  	
  Release of Collateral

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
   

  	
  Tax Treatment

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.14.

  	
   

  	
  Transfer Provisions; Enforcement of
  Transfer Restrictions

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.15.

  	
   

  	
  Legends on Notes

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.16.

  	
   

  	
  Calculation Agent

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE COVENANTS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
   

  	
  Payment of Principal and Interest

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
   

  	
  Maintenance of Office or
  Agency

  	
   

  	
  22

  



 


ii

















 


	
  Section 3.03.

  	
   

  	
  Money for Payments to be Held in Trust

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
   

  	
  Existence

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
   

  	
  Protection of Collateral

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
   

  	
  Opinions as to Collateral

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.07.

  	
   

  	
  Performance of Obligations; Servicing of
  Contracts

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.08.

  	
   

  	
  Negative Covenants

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.09.

  	
   

  	
  Annual Statement as to Compliance

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.10.

  	
   

  	
  Issuer May Consolidate, etc. Only on
  Certain Terms

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.11.

  	
   

  	
  Successor or Transferee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.12.

  	
   

  	
  No Other Business

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.13.

  	
   

  	
  No Borrowing

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.14.

  	
   

  	
  Servicer’s Obligations

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.15.

  	
   

  	
  Guarantees, Loans Advances and Other
  Liabilities

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.16.

  	
   

  	
  Capital Expenditures

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.17.

  	
   

  	
  Restricted Payments

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.18.

  	
   

  	
  Notice of Events of Default

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.19.

  	
   

  	
  Further Instruments and Acts

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.20.

  	
   

  	
  Compliance with Laws

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.21.

  	
   

  	
  Amendments of Sale and Servicing Agreement
  and Trust Agreement

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.22.

  	
   

  	
  Removal of Administrator

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  FOUR SATISFACTION AND DISCHARGE

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
   

  	
  Application of Trust Money

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
   

  	
  Repayment of Moneys Held by Paying Agent

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
   

  	
  Release of Collateral

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  FIVE REMEDIES

  	
   

  	
  30

  



 


iii

















 


	
  Section 5.01.

  	
   

  	
  Events of Default

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
   

  	
  Rights Upon Event of Default

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  32 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.04.

  	
   

  	
  Remedies

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.05.

  	
   

  	
  Optional Preservation of the Contracts

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.06.

  	
   

  	
  Priorities

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.07.

  	
   

  	
  Limitation of Suits

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.08.

  	
   

  	
  Unconditional Rights of Noteholders to
  Receive Principal and Interest

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.09.

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.10.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.11.

  	
   

  	
  Delay or Omission Not a Waiver

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.12.

  	
   

  	
  Control by Noteholders

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.13.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.14.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.15.

  	
   

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.16.

  	
   

  	
  Action on Notes

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.17.

  	
   

  	
  Performance and Enforcement of Certain Obligations

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  SIX THE INDENTURE TRUSTEE

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
   

  	
  Duties of Indenture Trustee

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
   

  	
  Rights of Indenture Trustee

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
   

  	
  Individual Rights of Indenture Trustee

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
   

  	
  Indenture Trustee’s Disclaimer

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
   

  	
  Notice of Defaults

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
   

  	
  Reports by Indenture Trustee to Holders

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
   

  	
  Replacement of Indenture Trustee

  	
   

  	
  41

  



 


iv

















 


	
  Section 6.09.

  	
   

  	
  Successor Indenture Trustee by Merger

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
   

  	
  Appointment of Co-Indenture Trustee or
  Separate Indenture Trustee

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
   

  	
  Eligibility

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.12.

  	
   

  	
  Pennsylvania Motor Vehicle Sales Finance
  Act Licenses

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.13.

  	
   

  	
  Preferential Collection of Claims Against
  Issuer

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.14.

  	
   

  	
  Representations and Warranties of Indenture
  Trustee

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  SEVEN NOTEHOLDERS’ LISTS AND REPORTS

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
   

  	
  Issuer to Furnish Indenture Trustee Names
  and Addresses of Noteholders

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
   

  	
  Preservation of Information: Communication
  to Noteholders

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
   

  	
  Reports by Issuer

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
   

  	
  Reports by Indenture Trustee

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
   

  	
  Collection of Money

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
   

  	
  Trust Accounts

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
   

  	
  General Provisions Regarding Accounts

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
   

  	
  Release of Collateral

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
   

  	
  Opinion of Counsel

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  NINE SUPPLEMENTAL INDENTURES

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
   

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
   

  	
  Supplemental Indentures With Consent of
  Noteholders and the Swap Counterparty

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
   

  	
  Execution of Supplemental Indentures

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
   

  	
  Effect of Supplemental Indenture

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
   

  	
  Conformity With Trust Indenture Act

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.06.

  	
   

  	
  Reference in Notes to Supplemental
  Indentures

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  TEN REDEMPTION OF NOTES

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
   

  	
  Redemption

  	
   

  	
  51

  



 


v

















 


	
  Section 10.02.

  	
   

  	
  Form of Redemption Notice

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.03.

  	
   

  	
  Notes Payable on Redemption Date

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  ELEVEN MISCELLANEOUS

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
   

  	
  Compliance Certificates and Opinions, etc.

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
   

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
   

  	
  Acts of Noteholders and the Swap
  Counterparty

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.04.

  	
   

  	
  Notices

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
   

  	
  Notices to Noteholders; Waiver

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.06.

  	
   

  	
  Alternate Payment and Notice Provisions

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.07.

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.08.

  	
   

  	
  Successors and Assigns

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.09.

  	
   

  	
  Separability

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.10.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.11.

  	
   

  	
  Legal Holidays

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.12.

  	
   

  	
  Governing Law

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.13.

  	
   

  	
  Counterparts

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.14.

  	
   

  	
  Recording of Indenture

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.15.

  	
   

  	
  Trust Obligation

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.16.

  	
   

  	
  No Petition

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.17.

  	
   

  	
  Inspection

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.18.

  	
   

  	
  Conflict with Trust Indenture Act

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.19.

  	
   

  	
  Disclaimer and Subordination

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.20.

  	
   

  	
  Limitation of Rights

  	
   

  	
  58

  



 


	
   

  	
   

  	
  Page

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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-3a
  -

  	
  Form of
  Class A-3a Note

  	
   

  	
  A-3a-1

  



 


vi

















 


	
  Exhibit A-3b
  -

  	
  Form of
  Class A-3b Note

  	
   

  	
  A-3b-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 A-7
  -

  	
  Form of
  Class D Note

  	
   

  	
  A-7-1

  
	
  Exhibit B
  -

  	
  Form of
  Assignment

  	
   

  	
  B-1

  
	
  Exhibit C
  -

  	
  Form of
  Note Depository Agreement

  	
   

  	
  C-1

  
	
  Exhibit D
  - Form of Regulation S Transfer Certificate

  	
   

  	
  D-1

  
	
  Exhibit E
  - Form of Rule 144A Transfer Certificate

  	
   

  	
  E-1

  
	
  Exhibit F
  - Form of Non-U.S. Certificate

  	
   

  	
  F-1

  
	
  Exhibit G
  - Form of Regulation S Certificate

  	
   

  	
  G-1

  



 


vii














 


INDENTURE


 


Indenture,
dated as of [         ] (this “Indenture”),
between Harley-Davidson Motorcycle Trust
[         ], a Delaware statutory
trust (the “Issuer”) and
[         ], 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, (x) all
rights of the Issuer under the Interest Rate Swap Agreement, and (xi) 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, and amounts
payable by the Issuer to the Swap Counterparty under the Interest Rate Swap
Agreement, equally and ratably without prejudice, priority or distinction,
except for the subordination of the Class B Notes, Class C Notes and Class D
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
and the Swap Counterparty, acknowledges such Grant, accepts the trust under
this Indenture in accordance with the 


 

















 


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


 


ARTICLE ONE



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.        Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class A-3
Notes” means the Class A-3a
Notes and the Class A-3b Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class B
Notes” means the Class B
Notes, substantially in the form of Exhibit A-5.


 


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


 


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


 


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


 


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


 


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


 


“Class D
Notes” means the Class D
Notes, substantially in the form of Exhibit A-7.


 


3

















 


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


 


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


 


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


 


“Clearstream” means Clearstream Banking, société anonyme, and its successors in interest.


 


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


 


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


 


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


 


“Commission” means the Securities and Exchange
Commission.


 


“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
[        ], Attention:
[        ]; or at such other address as
the Indenture Trustee may designate from time to time by notice to the
Noteholders, the Swap Counterparty 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, the Swap Counterparty
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.


 


“Euroclear” means the Euroclear Bank S.A./N.V., as
operator of the Euroclear System, or any successor thereto in such capacity.


 


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


 


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


 


“Exchange
Date” shall have the
meaning specified in Section 2.09.


 


“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 


 


4

















 


Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.


 


“Floating
Rate Notes” has the
meaning set forth in the Sale and Servicing Agreement.


 


“Global
Note” means either Rule 144A
Global Note or a Regulation S Global Note, as the case may be.


 


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


 


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


 


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


 


5

















 


“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-3a Rate, the Class A-3b
Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate
and/or the Class D Rate, as applicable.


 


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


 


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


 


“Non-Offered
Note” means, as the
context requires, a Class B Note, a Class C Note or a Class D
Note.


 


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


 


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


 


6

















 


(i)            Notes theretofore cancelled by the
Note Registrar or delivered to the Note Registrar for cancellation;


 


(ii)           Notes or portions thereof the payment
for which money in the necessary amount has been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provision for such notice has been made, satisfactory to the Indenture Trustee,
has been made); and


 


(iii)          Notes in exchange for or in lieu of
other Notes which have been authenticated and delivered pursuant to this
Indenture unless proof satisfactory to the Indenture Trustee is presented that
any such Notes are held by a protected purchaser, within the meaning of
§ 8-303 of the UCC;


 


provided, however, that in determining whether the Holders of
the requisite Outstanding Amount have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any other Transaction
Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Trust Depositor, Harley-Davidson Credit or any of their respective Affiliates
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes that the Indenture Trustee knows to be so owned shall be so
disregarded.  Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee’s right so
to act with respect to such Notes and that the pledgee is not the Issuer, any
other obligor upon the Notes, the Trust Depositor, Harley-Davidson Credit or
any of their respective Affiliates.


 


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


 


“Owner
Trustee” means
[        ], 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.


 


7

















 


“QIB”  means
a “qualified institutional buyer” as defined in Rule 144A.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
S” means Regulation S
under the Securities Act.


 


“Regulation
S Global Legend”
shall have the meaning specified in Section 2.15(b).


 


“Regulation
S Global Note” shall
have the meaning specified in Section 2.09.


 


“Regulation
S Legend” shall have
the meaning specified in Section 2.15(b).


 


“Regulation
S Transfer Certificate”
shall have the meaning specified in Section 2.04.


 


“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.


 


“Restrictive
Legend” shall have
the meaning specified in Section 2.15(a).


 


“Rule 144A” means Rule 144A under the Securities
Act.


 


“Rule 144A
Global Note” shall
have the meaning specified in Section 2.09.


 


“Rule 144A
Transfer Certificate”
shall have the meaning specified in Section 2.04.


 


8

















 


“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.


 


“Transfer
Certificate” shall
have the meaning specified in Section 2.04.


 


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


 


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


 


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


 


“United
States” means the
United States of America.


 


“US
Person” shall have
the meaning set forth in Regulation S.


 


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.


 


9














 


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


 


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


 


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


 


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


 


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


 


(iii)                               “or” is not
exclusive;


 


(iv)                              “including” means
including without limitation;


 


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


 


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


 


(vii)                           the words “hereof,”  “herein” and “hereunder” and words of similar import when used in this
Indenture shall refer to this Indenture as a whole and not to any particular
provision of this Indenture; Section and subsection references contained
in this Indenture are references to Sections and subsections in or to this
Indenture unless otherwise specified.


 


ARTICLE TWO



THE NOTES


 


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


 


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 


 


10

















 


individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.


 


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


 


	
  Class

  	
   

  	
  Aggregate Principal Amount

  	
   

  
	
  Class A-1

  	
   

  	
  $

  	
  [      ]

  	
   

  
	
  Class A-2

  	
   

  	
  $

  	
  [      ]

  	
   

  
	
  Class A-3a

  	
   

  	
  $

  	
  [      ]

  	
   

  
	
  Class A-3b

  	
   

  	
  $

  	
  [      ]

  	
   

  
	
  Class A-4

  	
   

  	
  $

  	
  [      ]

  	
   

  
	
  Class B

  	
   

  	
  $

  	
  [      ]

  	
   

  
	
  Class C

  	
   

  	
  $

  	
  [      ]

  	
   

  
	
  Class D

  	
   

  	
  $

  	
  [      ]

  	
   

  



 


The
aggregate principal amount of such Classes of Notes Outstanding at any time may
not exceed such respective amounts, except as otherwise provided in Section 2.05.


 


Each
Note shall be dated the date of its authentication.  The Notes shall be issuable as registered
Notes in the minimum denomination of $100,000 and in integral multiples of
$1,000 in excess thereof.


 


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


 


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


 


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


 


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.


 


11

















 


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


 


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


 


At
the option of the Holder, Notes may be exchanged for other Notes of the same Class in
any authorized denominations, of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for
exchange, the Issuer shall execute, and the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, the
Notes which the Noteholder making the exchange is entitled to receive.


 


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


 


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


 


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


 


Each
Person that acquires a Note 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.


 


Each
purchaser (including any transferee) of a Non-Offered Note (other than the
Trust Depositor or an Affiliate thereof) must satisfy the transfer restrictions
as set forth herein and in the applicable transfer certificate attached hereto
as Exhibit D (the “Regulation S
Transfer Certificate”) and Exhibit E
(the “Rule 144A
Transfer Certificate” and, together with the Regulation S Transfer
Certificate, the “Transfer Certificates”) and, in the case of such a purchaser
taking delivery in the form of an interest in a Rule 144A Global Note or a
Regulation S Global Note, as the case may be, by its acceptance of a 


 


12

















 


beneficial interest in the Notes, shall be deemed to have made the
representations and warranties set forth in the applicable Transfer
Certificate.


 


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.


 


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 


 


13

















 


payable or upon the Redemption Date without
surrender thereof.  If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a protected purchaser,
within the meaning of § 8-303 of the UCC, of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note,
the Issuer, and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a protected purchaser, within
the meaning of § 8-303 of the UCC, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 The principal
of each Note shall be payable on each Distribution Date to the extent provided
in the form of the related Note set forth as an Exhibit hereto.  Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not
previously paid, on the date on which the maturity of the Notes has been
accelerated in the manner provided in Section 5.02.  All principal payments on each Class of
Notes shall be made pro rata to the Noteholders of such Class 


 


14

















 


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.


 


(a)                                  The Notes, upon
original issuance, will be issued in the form of a typewritten Note or Notes
representing the Book-Entry Notes, to be delivered to DTC, the initial
Depository, by, or on behalf of, the Issuer. 
Such Notes shall initially be registered on the Note Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Noteholder will receive a Definitive Note representing such Noteholder’s
interest in such Note, except as provided in Section 2.11.  Unless and until definitive, fully registered
Notes (the “Definitive Notes”) have been issued to Noteholders pursuant to Section 2.11:


 


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


 


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


 


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


 


(iv)                              the rights of
Noteholders shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such Noteholders and
the 


 


15

















 


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.


 


(b)                                 The Non-Offered
Notes issued to the Trust Depositor will be represented by one or more
permanent global notes in definitive, fully registered form without interest
coupons (each, a “Rule 144A Global Note”). 
Each Rule 144A Global Note shall be deposited with the Indenture
Trustee, as custodian for DTC, and shall be registered in the name of DTC or
its nominee.  The aggregate principal
amount of a Rule 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the Indenture Trustee (as
custodian for DTC), DTC, or its nominee, as herein provided, which adjustments
shall be conclusive as to the Outstanding Amount of such Rule 144A Global
Note.


 


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


 


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


 


The
Indenture Trustee shall not be liable if the Indenture Trustee or the
Administrator is unable to locate a qualified successor Clearing Agency.  The Definitive Notes shall be typewritten,
printed, lithographed or engraved or produced by any combination of these methods
(with or without steel 


 


16

















 


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.


 


Section 2.14.        Transfer
Provisions; Enforcement of Transfer Restrictions.


 


(a)                                  Until the Issuer (or the Administrator on behalf of the Issuer) and the
Indenture Trustee determine that other procedures are appropriate and
consistent with applicable law,
the Non-Offered Notes may be sold, pledged, or otherwise transferred subject to
compliance with the applicable
legends set forth on the Non-Offered Notes as follows:


 


(i)                                     Rule 144A Global Note to Rule 144A Global Note.  All or a portion of an interest
in a Rule 144A Global Note may be transferred to an Affiliate of the Trust
Depositor or to a Person taking delivery in the form of an interest in a Rule 144A
Global Note that is a QIB, purchasing for its own account or for the account of
one or more Persons each of which is a QIB, in accordance with the applicable
procedures of DTC (in addition to those under this Indenture), and only in a
denomination greater than or equal to the required minimum denomination for
each account; provided that any remaining
principal amount of the transferor’s interest in the Rule 144A Global Note
will either equal zero or meet the required minimum denomination, provided, further, that the transferee by purchase of such
interest shall be deemed to have made all acknowledgements, representations and
warranties applicable to such transfer or purchase of an interest in a Rule 144A
Global Note as set forth in the Rule 144A Transfer Certificate.


 


(ii)                                  Rule 144A Global Note to Regulation S Global Note.  All or a portion of an interest
in a Rule 144A Global Note may be transferred to non-U.S.
Persons in offshore transactions in reliance on Regulation S under the
Securities Act represented by one or more global notes in definitive, fully
registered form without interest coupons (each, a “Regulation S Global Note”) or exchanged for an interest in a Regulation S
Global Note only in accordance with the applicable procedures of the Depository
and, as applicable, Clearstream or Euroclear (in addition to those under this
Indenture) and subject to the receipt by the Indenture Trustee of a Regulation
S Transfer Certificate from the transferee (in the case of a transfer) or the
holder (in the case of an exchange) to the effect that, among other things, the
transfer or exchange is being made to a Person that is not a U.S. Person,
purchasing for its own account or one or more accounts with respect to which it
exercises complete investment discretion, each of which is not a U.S. Person,
in an offshore transaction in accordance with Regulation S and only in a
denomination greater than or equal to the required minimum denomination for each
account; provided that any remaining principal
amount of the interest of the transferor or the holder making the exchange in
the Rule 144A Global Note will either equal zero or meet the required
minimum denomination. Any interest in a Rule 144A Global Note that is
transferred to a Person taking delivery in the form of an interest in a
Regulation S Global Note shall, upon transfer, cease to be an interest in such Rule 144A
Global Note and become an interest in the Regulation S Global Note and,
accordingly, will thereafter be 


 


17

















 


subject to all transfer
restrictions and other procedures applicable to interests in a Regulation S
Global Note for as long as it remains such an interest.


 


Each Regulation S Global Note initially shall be issued,
and until the Exchange Date (as defined below) shall remain, in the form of a
temporary Regulation S Global Note, which shall be deposited with the Indenture
Trustee, as custodian for DTC, and registered in the name of DTC or its nominee
for the respective accounts of Euroclear or Clearstream, as the case may
be.  On and after the first Business Day
following the 40th day after the
later of the Closing Date and the commencement of the offering of the Notes
(the “Exchange
Date”), beneficial interests in a temporary Regulation S Global Note
will be exchangeable for interests in one or more permanent Regulation S Global
Notes upon written certification from DTC, together with copies of certificates
substantially in the form of Exhibit F
from Euroclear and Clearstream, certifying that they have received written
certification substantially in the form of Exhibit G
that the beneficial interests in 100% of the Outstanding Amount of such
temporary Regulation S Global Note (except to the extent of any Noteholders who
will take delivery of beneficial interests in a Rule 144A Global Note, as
contemplated by Section 2.14(a)(iv)) are owned by Persons who are not U.S.
Persons.  Each permanent Regulation S
Global Note shall be deposited
with the Indenture Trustee, as custodian for DTC, and registered in the name of
DTC or its nominee for the respective accounts of Euroclear and Clearstream, as
the case may be.  Simultaneously with the authentication of the permanent Regulation S
Global Notes, the Indenture Trustee shall cancel the temporary Regulation S
Global Notes.  The Outstanding
Amount of a temporary or permanent Regulation S Global Note may from time to
time be increased or decreased by adjustments made on the Note Register and the
records of the Indenture Trustee (as custodian for DTC) and DTC, or its
nominee, as herein provided, which adjustments shall be conclusive as to the
Outstanding Amount of such Regulation S Global Note.


 


(iii)                               Regulation S Global Note to Regulation S Global Note.  All or a portion of an interest
in a Regulation S Global Note may be transferred to a Person that is not a U.S.
Person taking delivery in the form of an interest in a Regulation S Global Note
in accordance with the applicable procedures of the Depository and, as
applicable, Clearstream or Euroclear (in addition to those under this
Indenture) in an offshore transaction in accordance with Regulation S, and only
in a denomination greater than or equal to the required minimum denomination
for each account; provided  that any remaining principal amount of the
transferor’s interest in the Regulation S Global Note will either equal zero or
meet the required minimum denomination. Interests in a Regulation S Global Note
may be held only through Euroclear or Clearstream and may not be held by a U.S.
Person at any time, provided, further,
that the transferee or purchaser of such interest shall be deemed to have made
all acknowledgements, representations and warranties applicable to such
transfer or purchase of an interest in a Regulation S Global Note as set forth
in the Regulation S Transfer Certificate.


 


(iv)                              Regulation S Global Note to Rule 144A Global Note.  All or a portion of an interest
in a Regulation S Global Note may be transferred to a Person taking delivery in
the form of an interest in a Rule 144A Global Note or exchanged for an
interest in a Rule 144A Global Note only in accordance with the applicable
procedures of the Depository and, as applicable, Clearstream or Euroclear (in
addition to those under this Indenture) and subject to the receipt by the
Indenture Trustee of a Rule 144A Transfer Certificate from the transferee
(in the case of a transfer) or the holder (in the case of an exchange) to the
effect that, among other things, the transfer or exchange is to a Person that
is a QIB, purchasing for its own account or one or more accounts with respect
to which it exercises complete investment discretion, each of which is a QIB,
and only in a denomination greater than or equal to the required minimum denomination
for each account; provided that any remaining
principal amount of the interest of the transferor or the holder making the
exchange in the Regulation S Global Note will either equal zero or meet the
required minimum denomination.  Any
interest in a Regulation S Global Note that is transferred to a Person taking
delivery in the form of an interest in a Rule 144A Global Note shall, upon
transfer, cease to be an interest in such Regulation S Global Note and become
an interest in the Rule 


 


18

















 


144A Global Note and,
accordingly, will thereafter be subject to all transfer restrictions and other
procedures applicable to interests in a Rule 144A Global Note for as long
as it remains such an interest.


 


In connection with any transfers under this Section 2.14(a),
transferee and transferor of such notes shall furnish such other information as
the Indenture Trustee shall reasonably request.


 


If
the conditions to transfer set forth
in Section 2.14(a) are not fully satisfied or if the Note Registrar
receives written notice or a Responsible Officer of the Note Registrar
otherwise obtains actual knowledge that (i) a transfer or attempted or
purported transfer of any interest in any Non-Offered Note was consummated on
the basis of an incorrect form or certification from the transferor regarding
the transfer or purported transferee or (ii) the holder of any interest in
a Note is in breach of any deemed representation or agreement of such holder,
the Note Registrar will not register such attempted or purported transfer and
if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in
the purported transferee (such purported transferee, a “Disqualified Transferee”)
and the last preceding Noteholder of such Non-Offered Note that was not a
Disqualified Transferee shall be restored to all rights as a Noteholder thereof
retroactively to the date of transfer of such Non-Offered Note by such
Noteholder.  In furtherance of the
foregoing, the Indenture Trustee shall be entitled to force a transferee of
Non-Offered Notes or any related beneficial interest therein that acquired such
Non-Offered Notes or related beneficial interest therein in violation of the
provisions of this Indenture to sell such Non-Offered Notes or related
beneficial interest therein to a person that satisfies the requirements of this
Indenture at the then-current market price therefor, and if the transferee does
not comply with such demand within 30 days thereof, the Indenture Trustee may
sell or cause such transferee to sell such Non-Offered Notes or related
beneficial interest therein to a permitted transferee under this Indenture on
such terms as the Indenture Trustee may choose. 
Nothing herein shall be deemed to imply for the Indenture Trustee and
the Note Registrar any duty of investigation or monitoring subsequent to the
date of any transfer.


 


No payments will be made on the Notes from the date
notice of the sale requirement is sent to the date on which the interest is
sold.


 


For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may
determine that the transfer restrictions in this Section 2.14 shall no
longer be applicable with respect to the Non-Offered Notes upon delivery of
written notice to the Indenture Trustee.


 


Section 2.15.        Legends
on Notes.


 


(a)                                  Restrictive
Legend.  Each Non-Offered Note shall,
unless the Issuer (or the Administrator on its behalf) determines otherwise in
compliance with applicable law, bear on its face a legend (the “Restrictive Legend”)
in substantially the following form:


 


“THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER RELEVANT
JURISDICTION AND MAY BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED (A)(1) TO
A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN
ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE
INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON THAT THE SELLER REASONABLY
BELIEVES IS A QIB, (2) OUTSIDE THE UNITED STATES TO CERTAIN PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
(“REGULATION S”)) PURCHASING FOR ITS OWN 


 


19

















 


ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION,
EACH OF WHICH IS NOT A U.S. PERSON, IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S, IN EACH CASE IN A
PRINCIPAL AMOUNT OF NOT LESS THAN U.S.$100,000 AND INTEGRAL MULTIPLES OF
U.S.$1,000 IN EXCESS THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH  IT IS ACTING OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, (B) IN COMPLIANCE WITH THE CERTIFICATION
AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND (C) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND ANY OTHER RELEVANT JURISDICTION. 
EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE
THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.


 


NO SALE OR TRANSFER OF THIS
NOTE MAY BE MADE TO A PURCHASER WHO IS (A) ACTING ON BEHALF, OR USING
ANY “PLAN ASSETS,” OF AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A
PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS DEEMED TO HOLD THE
ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR
OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975
OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL,
STATE, OR LOCAL LAW (EACH, A “SIMILAR LAW’) THAT IS SIMILAR TO THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING OR HOLDING SUCH NOTE IN A
MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED BY UNITED STATES
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14,
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, OR A SIMILAR EXEMPTION, OR, IN
THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION.


 


NO TRANSFER OF THIS NOTE (OR
ANY INTEREST HEREIN) MAY BE MADE (AND NEITHER THE INDENTURE TRUSTEE NOR
THE NOTE REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE
MADE TO A PERSON THAT IS OTHERWISE UNABLE TO MAKE THE CERTIFICATIONS AND
REPRESENTATIONS DEEMED TO BE MADE BY SUCH PERSON IN THE INDENTURE REFERRED TO
HEREIN.  ACCORDINGLY, TRANSFER OF THIS
NOTE IS RESTRICTED, AND AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE
ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME OR UNTIL
MATURITY.


 


ANY TRANSFER IN VIOLATION OF
THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO,
AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE
TRUSTEE OR ANY INTERMEDIARY.  EACH
TRANSFEROR OF THIS NOTE AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
SET FORTH HEREIN AND IN THE INDENTURE TO THE TRANSFEREE.  IN ADDITION TO THE FOREGOING, THE ISSUER
MAINTAINS THE RIGHT TO RESELL ANY INTEREST IN THIS NOTE PREVIOUSLY 


 


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TRANSFERRED TO AN
IMPERMISSIBLE HOLDER IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE
INDENTURE.”


 


(b)                                 Regulation
S Note Legends.  Each
Non-Offered Note sold in accordance with Regulation S shall, in addition to the
Restrictive Legend and unless the Issuer 
(or the Administrator on its behalf) determines otherwise in compliance
with applicable law, bear on its face a legend (the “Regulation S Legend”) in substantially
the following form:


 


“AN INTEREST IN THIS NOTE MAY NOT
BE HELD BY A PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S) AT ANY
TIME.”


 


Each Regulation S Global
Note shall, in addition to the Restrictive Legend and the Regulation S Legend
and unless the Issuer (or the Administrator on its behalf) determines otherwise
in compliance with applicable law, bear on its face a legend (the “Regulation S
Global Legend”) in substantially the following form:


 


“THIS REGULATION S GLOBAL
NOTE IS A GLOBAL NOTE WHICH IS EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES
AND DEFINITIVE NOTES SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND
IN THE INDENTURE. IN ADDITION, AN INTEREST IN THIS REGULATION S GLOBAL NOTE MAY ONLY
BE HELD THROUGH EUROCLEAR OR CLEARSTREAM AT ANY TIME.”


 


Section 2.16.        Calculation
Agent.


 


(a)                                  The Issuer
agrees that for so long as any of the Floating Rate Notes are Outstanding there
will at all times be an agent appointed to calculate LIBOR in respect of each
Interest Period (the “Calculation Agent”).  The Issuer appoints The Bank of New York
Mellon Trust Company, N.A., as the initial Calculation Agent for purposes of
determining LIBOR for each Interest Period and The Bank of New York Mellon
Trust Company, N.A. accepts such appointment. 
On each Interest Determination Date, the Calculation Agent will
calculate the interest rate with respect to the Floating Rate Notes.  All determinations of interest by the
Calculation Agent shall, in the absence of manifest error, be conclusive for
all purposes and binding on the Noteholders.


 


(b)                                 The Calculation
Agent may be removed by the Issuer at any time. 
If the Calculation Agent is unable or unwilling to act as such or is
removed by the Issuer, the Issuer will promptly appoint as a replacement
Calculation Agent a leading bank which is engaged in transactions in Eurodollar
deposits in the international Eurodollar market and which does not control or
is not controlled by or under common control with the Issuer or its
Affiliates.  The Calculation Agent may
not resign its duties without a successor having been duly appointed; provided, however,  that upon the
appointment of a successor Indenture Trustee pursuant to Section 6.09, The
Bank of New York Mellon Trust Company, N.A., as initial Calculation Agent, may
immediately resign and such successor Indenture Trustee shall automatically
become the Calculation Agent under this Indenture.


 


(c)                                  The Calculation
Agent shall be entitled to the same rights, protections, indemnities and
immunities as the Indenture Trustee, as set forth in Article VI of this
Indenture.


 


21














 


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, (vi) for the benefit of the Class C
Notes, to the Class C Noteholders, (vii) for the benefit of the Class D
Notes, to the Class D Noteholders, in each case as further specified
herein and (viii) for the benefit of and to the Swap Counterparty.  Amounts properly withheld under the Code by
any Person from a payment to any Noteholder of interest and/or principal shall
be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.


 


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


 


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


 


On
or before the Business Day immediately preceding each Distribution Date and
Redemption Date, the Issuer shall deposit or cause to be deposited in the Note
Distribution Account an aggregate sum sufficient to pay the amounts then
becoming due under the Notes and the Interest Rate Swap Agreement, 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 or under the Interest Rate
Swap Agreement in trust for the benefit of the Persons entitled thereto until 


 


22

















 


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 or
under the Interest Rate Swap Agreement;


 


(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 or in respect of the Interest Rate Swap
Agreement 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 or under the Interest Rate Swap Agreement of any applicable withholding
taxes imposed thereon and with respect to any applicable reporting requirements
in connection therewith.


 


The
Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same
trusts as those upon which the sums were held by such Paying Agent; and upon
such payment by any Paying Agent to the Indenture Trustee, such Paying Agent
shall be released from all further liability with respect to such money.


 


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


 


Section 3.04.        Existence.  The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States,
in which 


 


23

















 


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 and the Swap Counterparty 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 and the Swap Counterparty, 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, the Noteholders and the
Swap Counterparty in such Collateral against the claims of all persons and
parties; and


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


(d)           If the Issuer shall have
knowledge of the occurrence of an Event of Termination, the Issuer  shall promptly notify the Indenture Trustee
and each Rating Agency thereof.  Upon any
termination of the Servicer’s rights and powers pursuant to the Sale and
Servicing Agreement, the Issuer shall promptly notify the Indenture
Trustee.  As soon as a Successor Servicer
is appointed, the Issuer shall notify the Indenture Trustee and the Rating
Agencies of such appointment, specifying in such notice the name and address of
such Successor Servicer.


 


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


 


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


 


(a)           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;


 


(b)           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;


 


(c)           except as may be expressly
permitted hereby, (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien created by this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenant; or obligations with respect to the
Notes under this Indenture except as may be expressly permitted hereby, (B) permit
any lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than the lien of this Indenture) to be created on or extend
to or otherwise arise upon or burden the Collateral or 


 


25

















 


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;


 


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


 


(e)           change its name or state of
formation.


 


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


 


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


 


(ii)          to the best of such
Authorized Officer’s knowledge, based on such review, the Issuer has complied
with all conditions and covenants under this Indenture throughout such year,
or, if there has been a default in the compliance of any such condition or
covenant, specifying each such default known to such Authorized Officer and the
nature and status thereof.


 


Section 3.10.        Issuer May Consolidate, etc.
Only on Certain Terms.


 


(a)           The Issuer shall not
consolidate or merge with or into any other Person, unless:


 


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


 


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


 


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


 


(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, the
Swap Counterparty or any Certificateholder;


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


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 and the Interest Rate Swap
Agreement immediately upon the delivery of written notice to the Indenture
Trustee stating that the Issuer is to be so released.


 


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


 


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


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


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


 


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


 


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


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


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


 


(A)         either


 


(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


 


29

















 


(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 the Swap Counterparty
under the Interest Rate Swap Agreement; and


 


(C)          the Issuer has delivered to
the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel and
(if required by the TIA or the Indenture Trustee) an Independent Certificate
from a firm of certified public accountants, each meeting the applicable
requirements of Section 11.01(a) and, subject to Section 11.02,
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with and the
Rating Agency Condition has been satisfied.


 


Section 4.02.        Application of Trust Money.  All moneys deposited with the Indenture
Trustee pursuant to Section 4.01 shall be held in trust and applied by it,
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Swap Counterparty and 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


 


30














 


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


 


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


 


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


 


(iii)         default in the observance or
performance of any covenant or agreement of the Issuer made in this Indenture
(other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section specifically dealt with) which
default has a material adverse effect on the Noteholders, or any representation
or warranty of the Issuer made in this Indenture or in any certificate or other
writing delivered pursuant hereto or in connection herewith proving to have
been incorrect in any material respect as of the time when the same shall have
been made, and such default shall continue or not be cured, or the circumstance
or condition in respect of which such misrepresentation or warranty was
incorrect shall not have been eliminated or otherwise cured, for a period of 30
days after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or by the Holders of at least 25% of the
Outstanding Amount of the Controlling Class a written notice specifying
such default or incorrect representation or warranty and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;


 


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


 


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


 


31

















 


Issuer has made all payments of principal of
and interest on all Notes when the same becomes due and payable and (ii) the
Issuer has paid all amounts due and payable to the Indenture Trustee.  If an Event of Default described in Section 5.01(iv) or
(v) shall have occurred and be continuing, the principal amount of the
Notes shall become immediately due and payable.


 


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


 


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


 


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


 


(c)           If an Event of Default
occurs and is continuing, the Indenture Trustee may in its discretion (except
as provided in Section 5.03(d)), proceed to protect and enforce its rights
and the rights of the Noteholders and the Swap Counterparty, 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 and the Swap Counterparty 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 


 


32

















 


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
and the Swap Counterparty allowed in such Proceedings;


 


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


 


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


 


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


 


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


 


(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 or the Swap
Counterparty 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 or the Swap
Counterparty 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 or the Interest
Rate Swap Agreement, 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 and the Swap Counterparty.


 


(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 or the Swap Counterparty a party to any such
proceedings.


 


33

















 


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, the Swap Counterparty and any other
obligor upon such Notes moneys adjudged due;


 


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


 


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


 


(iv)         sell the Collateral or any
portion thereof or rights or interest therein, at one or more public or private
sales called and conducted in any manner permitted by law; provided,
however, that the Indenture Trustee may not sell or otherwise
liquidate the Collateral following an Event of Default, unless (A) the
Holders of 100% of the Outstanding Amount of the Notes, consent thereto, (B) the
proceeds of such sale or liquidation distributable to the Noteholders and the
Swap Counterparty are sufficient to discharge in full all amounts then due and
unpaid upon such Notes for principal and interest and all payments due in
respect of the Interest Rate Swap Agreement 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 and
all amounts due to the Swap Counterparty under the Interest Rate Swap Agreement
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 and the Swap Counterparty that there be at
all times sufficient funds for the payment of principal and interest on the
Notes and amounts dues to the Swap Counterparty under the Interest Rate Swap
Agreement, 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.


 


34

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


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, the Swap
Counterparty or to the Noteholders may be exercised from time to time, and as
often as may be deemed expedient, by the Indenture Trustee, the Swap
Counterparty or by the Noteholders, as the case may be.


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding
the rights of Noteholders set forth in this Section, subject to Section 6.01,
the Indenture Trustee need not take any action that it determines might involve
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 


 


36

















 


may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not
apply to (i) any suit instituted by the Indenture Trustee, (ii) any
suit instituted by any Noteholder, or group of Noteholders, in each case
holding in the aggregate more than 10% of the Outstanding Amount of the
Controlling Class or (iii) any suit instituted by any Noteholder for
the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture
(or, in the case of redemption, on or after the Redemption Date).


 


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


 


Section 5.16.        Action on Notes.  The Indenture Trustee’s right to seek and
recover judgment on the Notes or the Interest Rate Swap Agreement 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, the Noteholders or the Swap
Counterparty 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, the
Servicer and the Swap Counterparty, as applicable, of each of their obligations
to the Issuer under or in connection with the Sale and Servicing Agreement and
the Interest Rate Swap 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 and
the Interest Rate Swap 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, the Servicer or the Swap
Counterparty under or in connection with the Sale and Servicing Agreement or
the Interest Rate Swap 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.


 


37

















 


ARTICLE SIX


 


THE INDENTURE TRUSTEE


 


Section 6.01.        Duties
of Indenture Trustee.


 


(a)           If an Event of Default has
occurred and is continuing, the Indenture Trustee shall exercise the rights and
powers vested in it by this Indenture and in the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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.


 


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(h)                                 The Indenture
Trustee shall have no discretionary duties other than performing those
ministerial acts set forth above necessary to accomplish the purpose of this
Trust as set forth in this Indenture.


 


(i)                                    Every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the
provisions of this section and to the provisions of the TIA.


 


Section 6.02.                         Rights
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


(f)                                    The Indenture
Trustee shall be under no obligation to institute, conduct or defend any
litigation under this Indenture or in relation to this Indenture, at the
request, 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 


 


39

















 


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, Calculation Agent, co-registrar or co-paying agent may
do the same with like rights.  However,
the Indenture Trustee is required to comply with Section 6.11.


 


Section 6.04.                         Indenture
Trustee’s Disclaimer.  The
Indenture Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, the Interest Rate Swap
Agreement, 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 the Interest Rate Swap
Agreement 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 the Swap
Counterparty and 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 and
the Swap Counterparty, as applicable.


 


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 


 


40

















 


its
services for the period prior to the date of such resignation or removal of the
Indenture Trustee.  When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified
in Section 5.01(iv) or (v) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11
of the United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.


 


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


 


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


 


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


 


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


 


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


 


If
the Indenture Trustee resigns or is removed, the Issuer shall promptly appoint
a successor Indenture Trustee.  A
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Swap Counterparty 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 and the Swap Counterparty.  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 


 


41

















 


expenses
owed to the outgoing Indenture Trustee. 
Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the retiring Indenture Trustee shall be entitled to payment or reimbursement
of such amounts as such Person is entitled pursuant to Section 6.07.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  Any notice,
request or other writing given to the Indenture Trustee shall be deemed to have
been given to each of the then separate Indenture Trustees and co-Indenture
Trustees, as effectively as if given to each of them.  Every instrument appointing any separate
Indenture Trustee or co-Indenture Trustee shall refer to this Indenture and the
conditions of this Article.  Each
separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of co-appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, 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, the Class C Notes, and the Class D
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, a successor
Indenture Trustee for the Class C Notes and a successor Indenture Trustee
for the Class D 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, the Class C
Notes and the Class D Notes.  No
such event shall alter the voting rights of the Noteholders under this
Indenture or under any of the other Transaction Documents.


 


43

















 


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


 


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


 


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


 


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


 


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).


 


44

















 


(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).


 


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 


 


45





















 


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


 


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


 


ARTICLE EIGHT


 


ACCOUNTS, DISBURSEMENTS AND RELEASES


 


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


 


Section 8.02.                         Trust
Accounts.


 


(a)                                  On or prior to
the Closing Date, the Issuer shall cause the Servicer to establish and
maintain, in the name of the Indenture Trustee, for the benefit of the
Noteholders, the Certificateholders and the Swap Counterparty, 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 


 


46

















 


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 and the Swap Collateral Account
shall be invested in accordance with the provisions of Section 5.05 of the
Sale and Servicing Agreement.  Except as
otherwise provided in Section 5.05 of the Sale and Servicing Agreement,
all income or other gain from investments of moneys deposited in such Trust
Accounts (other than the Reserve Fund) shall be deposited by the Indenture
Trustee in the Collection Account and all income or other gain from investments
of moneys deposited into the Swap Collateral Account shall be deposited into
the Swap Collateral Account, and any loss resulting from such investments shall
be charged to the related Trust Account or Swap Collateral Account, as
applicable.  The Issuer will not direct
the Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
Counsel, acceptable to the Indenture Trustee, to such effect.


 


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


 


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


 


Section 8.04.                         Release
of Collateral.


 


(a)                                  Subject to the
payment of its fees and expenses pursuant to Section 6.07, the Indenture
Trustee may, and when required by the provisions of this Indenture or the Sale
and Servicing Agreement shall, execute instruments to release property from the
lien of this Indenture, or convey the Indenture Trustee’s interest in the same,
in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture.  No party
relying upon an instrument executed by the Indenture Trustee as 


 


47

















 


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, and all
sums due to the Swap Counterparty have been paid pursuant to the Interest Rate
Swap Agreement, 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 or the Swap
Counterparty 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 or the Swap Counterparty and with prior
notice to each Rating Agency and the Swap Counterparty, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, and the other parties
hereto at any time from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:


 


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


 


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


 


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


 


48














 


(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 or the Swap Counterparty;


 


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


 


(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.


 


(viii)                        to modify or
remove the restrictions on transfer of the Non-Offered Notes.


 


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 or the Swap Counterparty and
with prior notice to the Swap Counterparty and 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 or the Swap Counterparty 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 or the Swap Counterparty.


 


Section 9.02.                         Supplemental
Indentures With Consent of Noteholders and the Swap Counterparty.


 


(a)                                  The Issuer and
the Indenture Trustee, when authorized by an Issuer Order, may, with prior
notice to each Rating Agency and the Swap Counterparty and with the consent of
the Required Holders, by Act of such Holders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected
thereby:


 


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


 


49

















 


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
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior written notice to the Rating Agencies and with the consent in
writing of the Swap Counterparty to such action (which consent shall not be
unreasonably withheld or delayed), 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 Swap Counterparty.


 


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 and the Swap Counterparty,
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 


 


50

















 


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


 


Section 9.04.                         Effect
of Supplemental Indenture.  Upon
the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby and the rights of the Swap
Counterparty under the Interest Rate Swap Agreement, 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 and the Swap
Counterparty 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 to be redeemed whereupon all such Notes shall be
due and payable on the Redemption Date upon the furnishing of a notice
complying with Section 10.02 to each Holder of the Notes.


 


(b)                                 In the event
that the assets of the Trust are sold pursuant to Section 5.03(b) of
this Indenture, the proceeds of such sale shall be distributed as provided in Section 5.06.  If amounts are to be paid to Noteholders
pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to
the extent 


 


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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 and to the Swap
Counterparty.


 


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.


 


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 


 


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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
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) 


 


53





















 


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 [                  ],
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.


 


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 and the Swap Counterparty.


 


54

















 


(a)                                  Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders and/or the Swap
Counterparty may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders or the Swap
Counterparty, as the case may be, 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 and/or the Swap Counterparty, as
applicable, 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 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.


 


55














 


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.  The Swap Counterparty shall be a third-party
beneficiary to the provisions of the Indenture. 
Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder,
the Noteholders and the Swap Counterparty and any other party secured
hereunder, and any other Person with an ownership interest in any part of the
Collateral, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


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


 


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


 


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


 


Section 11.14.      Recording of Indenture.  If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense 


 


56

















 


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 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 


 


57

















 


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.


 


Section 11.20.      Limitation of Rights.  All of the rights of the Swap Counterparty
in, to and under this Indenture or any other Transaction Document (including,
but not limited to, all of the Swap Counterparty’s rights as a third-party
beneficiary of this Indenture and all of the Swap Counterparty’s rights to
receive notice of any action hereunder or under any other Transaction Document
and to give or withhold consent to any action hereunder or under any other
Transaction Document) shall terminate upon the termination of the Interest Rate
Swap Agreement in accordance with the terms thereof and the payment in full of
all amounts owing to the Swap Counterparty under such Interest Rate Swap
Agreement.


 


[signature page follows]


 


58

















 


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
  [          ]

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  [          ],
  not in its individual capacity but solely on behalf of the Issuer as Owner
  Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [          ],
  not in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
  STATE OF ILLINOIS

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
  SS

  
	
  COUNTY
  OF COOK

  	
   

  	
  )

  	
   

  



 


On


[insert date]


 


before me,


[Insert name and title of notary]


 


personally appeared               ,


 


o                                    personally known to me, or


 


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


 


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


 


WITNESS my hand and official
seal.


 


 


	
  Signature

  	
   

  	
  [Seal]

  



 

















 


	
  STATE
  OF DELAWARE

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS

  
	
  COUNTY
  OF NEW CASTLE

  	
  )

  	
   

  



 


On


[insert date]


 


before
me,


[Insert name and title of notary]


 


personally
appeared                            ,


 


o                                    personally known to me, or


 


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


 


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


 


WITNESS my hand and official
seal.


 


 


	
  Signature

  	
   

  	
  [Seal]

  



 














 


EXHIBIT A-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 [          ]


 


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


 


	
  REGISTERED

  	
   

  	
  $   

  
	
   

  	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.

  



 


Harley-Davidson
Motorcycle Trust [          ],
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.  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.


 


A-1-1

















 


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 [          ]

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  [          ],
  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.


 


	
   

  	
  [          ],

  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 [          ]
(the “Indenture”), between the Issuer and
[          ], as Indenture
Trustee (the “Indenture Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes.  The Class A-1
Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


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


 


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


 


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


 


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 


 


A-1-5

















 


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, 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 


 


A-1-6

















 


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 [          ]


 


[      ]%
MOTORCYCLE CONTRACT BACKED NOTES,

CLASS A-2


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.                 

  



 


Harley-Davidson
Motorcycle Trust [          ],
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 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.  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.


 


A-2-1

















 


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

  
	
   

  	
  [          ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [          ],
  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.


 


	
   

  	
  [          ],

  
	
   

  	
  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 [          ]
(the “Indenture”), between the Issuer and [          ],
as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


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


 


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


 


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


 


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 


 


A-2-5

















 


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, 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 


 


A-2-6

















 


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-3a


 


FORM OF CLASS A-3a
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
[            ]


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES, 

CLASS A-3a


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.               

  



 


Harley-Davidson
Motorcycle Trust
[              ],
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-3a
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.  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.


 


A-3a-1

















 


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-3a-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

  
	
   

  	
  [            ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [            ],
  not in its individual capacity but

  solely on behalf of the Issuer as Owner Trustee,

  under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


A-3a-3

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [            ],

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-3a-4

















 


[REVERSE OF CLASS A-3a
NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its [        ]% Motorcycle Contract
Backed Notes, Class A-3a (the “Class A-3a Notes”), all issued under
an Indenture, dated as of
[            ] (the
“Indenture”), between the Issuer and [            ].,
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-3a 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-3a 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-3a 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-3a
Notes shall be made pro rata to the Class A-3a 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-3a
Rate to the extent lawful.


 


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


 


A-3a-5

















 


As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an eligible guarantor institution which is a
participant in the Securities Transfer Agent’s Medallion Program (STAMP) or
similar signature guarantee program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new Class A-3a
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, 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 


 


A-3a-6

















 


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-3a-7














 


EXHIBIT A-3b


 


FORM OF CLASS A-3b
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 [            ]


 


FLOATING RATE MOTORCYCLE
CONTRACT BACKED NOTES, 

CLASS A-3b


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.                      

  



 


Harley-Davidson
Motorcycle Trust [            ],
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-3b
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 a rate based on LIBOR determined in
accordance with the terms of the Sale and Servicing Agreement plus [      ]%
per annum 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.  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.


 


A-3b-1

















 


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-3b-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

  
	
   

  	
   

  	
  [            ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  [            ],
  not in its individual capacity but 

  solely on behalf of the Issuer as Owner Trustee,

  under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


A-3b-3

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [            ],

  
	
   

  	
  not in its individual
  capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-3b-4

















 


[REVERSE OF CLASS A-3b
NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its Floating Rate Motorcycle Contract Backed Notes, Class A-3b (the “Class A-3b
Notes”), all issued under an Indenture, dated as of
[            ] (the
“Indenture”), between the Issuer and
[            ], 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-3b 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-3b 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-3b 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-3b
Notes shall be made pro rata to the Class A-3b 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-3b
Rate to the extent lawful.


 


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


 


A-3b-5

















 


As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or his attorney duly authorized in writing,
with such signature guaranteed by an eligible guarantor institution which is a
participant in the Securities Transfer Agent’s Medallion Program (STAMP) or
similar signature guarantee program, and such other documents as the Indenture
Trustee may require, and thereupon one or more new program, and such other
documents as the Indenture Trustee may require, and thereupon one or more new Class A-3b
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, 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 


 


A-3b-6

















 


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-3b-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 [            ]


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES, 

CLASS A-4


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP No.                      

  



 


Harley-Davidson
Motorcycle Trust [            ],
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.  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.


 


A-4-1

















 


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

  
	
   

  	
   

  	
  [            ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  [            ],
  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.


 


	
   

  	
  [            ],

  
	
   

  	
  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
[            ] (the
“Indenture”), between the Issuer and
[            ], as
Indenture Trustee (the “Indenture Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


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


 


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


 


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


 


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 


 


A-4-5

















 


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, 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 


 


A-4-6

















 


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


 


[REGULATION S GLOBAL NOTE]
[RULE 144A GLOBAL NOTE]


 


[GLOBAL NOTE LEGEND] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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.]


 


[TEMPORARY REGULATION S GLOBAL NOTE LEGEND] [THIS NOTE IS A TEMPORARY REGULATION S
GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT (AS DEFINED
BELOW).  NEITHER THIS TEMPORARY
REGULATION S GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE INDENTURE.]


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER RELEVANT JURISDICTION AND MAY BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED (A)(1) TO A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A
“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT
EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON THAT THE
SELLER REASONABLY BELIEVES IS A QIB, (2) OUTSIDE THE UNITED STATES TO
CERTAIN PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (“REGULATION S”)) PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION,
EACH OF WHICH IS NOT A U.S. PERSON, IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S OR (3) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT, IN EACH CASE IN A PRINCIPAL AMOUNT OF
NOT LESS THAN U.S.$100,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS
THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING, (B) IN
COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT
JURISDICTION.  EACH PURCHASER OR
TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN THE INDENTURE.


 


A-5-1

















 


NO
SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A PURCHASER WHO IS (A) ACTING
ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS
DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101
OR OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS
SUBJECT TO ANY FEDERAL, STATE, OR LOCAL LAW (EACH, A “SIMILAR LAW’) THAT IS
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING
OR HOLDING SUCH NOTE IN A MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED
BY UNITED STATES DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, OR A SIMILAR
EXEMPTION, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION.


 


NO
TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE MADE (AND NEITHER
THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER)
IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE UNABLE TO MAKE THE
CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH PERSON IN THE
INDENTURE REFERRED TO HEREIN. 
ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN
THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME OR UNTIL MATURITY.


 


ANY
TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE
VOID AB INITIO, AND WILL NOT OPERATE TO
TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY
INTERMEDIARY.  EACH TRANSFEROR OF THIS
NOTE AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND
IN THE INDENTURE TO THE TRANSFEREE.  IN
ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO RESELL ANY
INTEREST IN THIS NOTE PREVIOUSLY TRANSFERRED TO AN IMPERMISSIBLE HOLDER IN
ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE INDENTURE.


 


[REGULATION S LEGEND] [AN INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A
U.S. PERSON (AS DEFINED IN REGULATION S) AT ANY TIME.]


 


[REGULATION S GLOBAL LEGEND] [THIS REGULATION S GLOBAL NOTE IS A GLOBAL
NOTE WHICH IS EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES AND DEFINITIVE
NOTES SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
INDENTURE. IN ADDITION, AN INTEREST IN THIS REGULATION S GLOBAL NOTE MAY ONLY
BE HELD THROUGH EUROCLEAR OR CLEARSTREAM AT ANY TIME.]


 


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.


 


A-5-2

















 


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 [          ]


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES, 

CLASS B


 


	
  REGISTERED

  	
  $

  



 


	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson
Motorcycle Trust [          ],
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
[          ]
20     (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.  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.


 


[For Global Notes only] [On any redemption, purchase, exchange or cancellation of any of the
Notes represented by this Global Note, details of such redemption, purchase,
exchange or cancellation shall be entered by the Note Registrar in the Schedule
of Exchanges in Global Note attached hereto recording any such redemption,
purchase, exchange or cancellation.  Upon
any such redemption, purchase, exchange or cancellation, the principal amount
of this Global Note and the Notes represented by this Global Note shall be
reduced or increased, as appropriate, by the principal amount so redeemed,
purchased, exchanged or cancelled.]


 


[For temporary Regulation S Global Note only] [On or after the Exchange Date, this
temporary Regulation S Global Note may be exchanged, in whole or in part (free
of charge), for a permanent Regulation S Global Note upon certification of
non-U.S. beneficial ownership substantially in the form 


 


A-5-3

















 


set out in Exhibit F
of the Indenture.  The permanent
Regulation S Global Note shall be so issued and delivered in exchange for only
that portion of  this temporary
Regulation S Global Note in respect of which there shall have been presented to
the Note Registrar by Euroclear or Clearstream, as applicable, a certificate
substantially in the form set out in Exhibit G
to the Indenture.]


 


A-5-4

















 


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 

  
	
   

  	
   

  	
  [          ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  [          ],
  not in its individual capacity but solely on behalf of the Issuer as Owner
  Trustee, under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


A-5-5

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [          ],

  
	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-5-6

















 


[REVERSE OF CLASS B
NOTE]


 


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


 


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


 


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


 


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


 


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


 


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


 


A-5-7

















 


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, 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 


 


A-5-8

















 


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-5-9

















 


SCHEDULE OF EXCHANGES IN
GLOBAL NOTE


 


The following exchanges of a
part of this Global Note have been made:


 




	
  Date of

  Exchange

  	
   

  	
  Amount of

  Decrease in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of

  Increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  Decrease or

  Increase

  	
   

  	
  Signature of

  authorized

  officer of

  Indenture

  Trustee or

  securities

  custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


A-5-10














 


EXHIBIT A-6


 


FORM OF CLASS C
NOTE


 


[REGULATION S GLOBAL NOTE]
[RULE 144A GLOBAL NOTE]


 


[GLOBAL NOTE LEGEND]  [UNLESS THIS NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER 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.]


 


[TEMPORARY REGULATION S GLOBAL NOTE LEGEND] [THIS NOTE IS A TEMPORARY REGULATION S
GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT (AS DEFINED
BELOW).  NEITHER THIS TEMPORARY
REGULATION S GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE INDENTURE.]


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER RELEVANT JURISDICTION AND MAY BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED (A)(1) TO A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A
“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT
EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON THAT THE
SELLER REASONABLY BELIEVES IS A QIB, (2) OUTSIDE THE UNITED STATES TO
CERTAIN PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (“REGULATION S”)) PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION,
EACH OF WHICH IS NOT A U.S. PERSON, IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S OR (3) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT, IN EACH CASE IN A PRINCIPAL AMOUNT OF
NOT LESS THAN U.S.$100,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS
THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING, (B) IN
COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT
JURISDICTION.  EACH PURCHASER OR
TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN THE INDENTURE.


 


A-6-1

















 


NO
SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A PURCHASER WHO IS (A) ACTING
ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), A PLAN WITHIN THE MEANING OF SECTION 4975(E)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS
DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101
OR OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS
SUBJECT TO ANY FEDERAL, STATE, OR LOCAL LAW (EACH, A “SIMILAR LAW’) THAT IS
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING
OR HOLDING SUCH NOTE IN A MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED
BY UNITED STATES DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, OR A SIMILAR
EXEMPTION, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION.


 


NO
TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE MADE (AND NEITHER
THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER)
IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE UNABLE TO MAKE THE
CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH PERSON IN THE
INDENTURE REFERRED TO HEREIN. 
ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN
THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME OR UNTIL MATURITY.


 


ANY
TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE
VOID AB INITIO, AND WILL NOT OPERATE TO
TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY
INTERMEDIARY.  EACH TRANSFEROR OF THIS
NOTE AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND
IN THE INDENTURE TO THE TRANSFEREE.  IN
ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO RESELL ANY
INTEREST IN THIS NOTE PREVIOUSLY TRANSFERRED TO AN IMPERMISSIBLE HOLDER IN
ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE INDENTURE.


 


[REGULATION S LEGEND] [AN INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A
U.S. PERSON (AS DEFINED IN REGULATION S) AT ANY TIME.]


 


[REGULATION S GLOBAL LEGEND] [THIS REGULATION S GLOBAL NOTE IS A GLOBAL
NOTE WHICH IS EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES AND DEFINITIVE
NOTES SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
INDENTURE. IN ADDITION, AN INTEREST IN THIS REGULATION S GLOBAL NOTE MAY ONLY
BE HELD THROUGH EUROCLEAR OR CLEARSTREAM AT ANY TIME.]


 


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.


 


A-6-2

















 


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
[            ]


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES, 

CLASS C


 


	
  REGISTERED

  	
  $

  



 


	
  No. R-

  	
  CUSIP No.

  



 


Harley-Davidson
Motorcycle Trust
[            ], 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.  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.


 


[For Global Notes only] [On any redemption, purchase, exchange or cancellation of any of the
Notes represented by this Global Note, details of such redemption, purchase,
exchange or cancellation shall be entered by the Note Registrar in the Schedule
of Exchanges in Global Note attached hereto recording any such redemption,
purchase, exchange or cancellation.  Upon
any such redemption, purchase, exchange or cancellation, the principal amount
of this Global Note and the Notes represented by this Global Note shall be
reduced or increased, as appropriate, by the principal amount so redeemed,
purchased, exchanged or cancelled.]


 


[For temporary Regulation S Global Note only] [On or after the Exchange Date, this
temporary Regulation S Global Note may be exchanged, in whole or in part (free
of charge), for a permanent Regulation S Global Note upon certification of
non-U.S. beneficial ownership substantially in the form 


 


A-6-3

















 


set out in Exhibit F
of the Indenture.  The permanent
Regulation S Global Note shall be so issued and delivered in exchange for only
that portion of  this temporary
Regulation S Global Note in respect of which there shall have been presented to
the Note Registrar by Euroclear or Clearstream, as applicable, a certificate
substantially in the form set out in Exhibit G
to the Indenture.]


 


A-6-4

















 


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 

  
	
   

  	
   

  	
  [            ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  [            ],
  not in its individual capacity but solely on behalf of the Issuer as Owner
  Trustee, under the Trust Agreement

  



 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


A-6-5

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [            ],

  
	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-6-6

















 


[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 [            ]
(the “Indenture”), between the Issuer and [            ],
as Indenture Trustee (the “Indenture Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


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


 


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


 


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


 


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


 


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


 


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 


 


A-6-7

















 


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, 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 


 


A-6-8

















 


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-6-9

















 


SCHEDULE OF EXCHANGES IN
GLOBAL NOTE


 


The following exchanges of a
part of this Global Note have been made:


 




	
  Date of

  Exchange

  	
   

  	
  Amount of

  Decrease in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of

  Increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  Decrease or

  Increase

  	
   

  	
  Signature of

  authorized

  officer of

  Indenture

  Trustee or

  securities

  custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


A-6-10














 


EXHIBIT A-7


 


FORM OF CLASS D
NOTE


 


[REGULATION S GLOBAL NOTE]
[RULE 144A GLOBAL NOTE]


 


[GLOBAL NOTE LEGEND]  [UNLESS THIS NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER 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.]


 


[TEMPORARY REGULATION S GLOBAL NOTE LEGEND] [THIS NOTE IS A TEMPORARY REGULATION S
GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT (AS DEFINED
BELOW).  NEITHER THIS TEMPORARY
REGULATION S GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.  NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE INDENTURE.]


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER RELEVANT JURISDICTION AND MAY BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED (A)(1) TO A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A
“QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT
EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON THAT THE
SELLER REASONABLY BELIEVES IS A QIB, (2) OUTSIDE THE UNITED STATES TO
CERTAIN PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT (“REGULATION S”)) PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION,
EACH OF WHICH IS NOT A U.S. PERSON, IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S OR (3) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT, IN EACH CASE IN A PRINCIPAL AMOUNT OF
NOT LESS THAN U.S.$100,000 AND INTEGRAL MULTIPLES OF U.S.$1,000 IN EXCESS
THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING, (B) IN
COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT
JURISDICTION.  EACH PURCHASER OR
TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN THE INDENTURE.


 


A-7-1

















 


NO
SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A PURCHASER WHO IS (A) ACTING
ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), A PLAN WITHIN THE MEANING OF SECTION 4975(E)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS
DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101
OR OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS
SUBJECT TO ANY FEDERAL, STATE, OR LOCAL LAW (EACH, A “SIMILAR LAW’) THAT IS
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING
OR HOLDING SUCH NOTE IN A MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED
BY UNITED STATES DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, OR A SIMILAR
EXEMPTION, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION.


 


NO
TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE MADE (AND NEITHER
THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE ANY SUCH TRANSFER)
IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE UNABLE TO MAKE THE
CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH PERSON IN THE
INDENTURE REFERRED TO HEREIN. 
ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN
THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME OR UNTIL MATURITY.


 


ANY
TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE
VOID AB INITIO, AND WILL NOT OPERATE TO
TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE OR ANY
INTERMEDIARY.  EACH TRANSFEROR OF THIS
NOTE AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND
IN THE INDENTURE TO THE TRANSFEREE.  IN
ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO RESELL ANY
INTEREST IN THIS NOTE PREVIOUSLY TRANSFERRED TO AN IMPERMISSIBLE HOLDER IN
ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE INDENTURE.


 


[REGULATION S LEGEND] [AN INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A
U.S. PERSON (AS DEFINED IN REGULATION S) AT ANY TIME.]


 


[REGULATION S GLOBAL LEGEND] [THIS REGULATION S GLOBAL NOTE IS A GLOBAL
NOTE WHICH IS EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES AND DEFINITIVE
NOTES SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
INDENTURE. IN ADDITION, AN INTEREST IN THIS REGULATION S GLOBAL NOTE MAY ONLY
BE HELD THROUGH EUROCLEAR OR CLEARSTREAM AT ANY TIME.]


 


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.


 


A-7-2

















 


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 [            ]


 


[        ]%
MOTORCYCLE CONTRACT BACKED NOTES,


CLASS D


 


	
  REGISTERED

  	
  $

  
	
   

  	
   

  
	
  No. R-

  	
  CUSIP No.               

  



 


Harley-Davidson
Motorcycle Trust [            ],
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 D 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.  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.


 


[For Global Notes only] [On any redemption, purchase, exchange or cancellation of any of the
Notes represented by this Global Note, details of such redemption, purchase,
exchange or cancellation shall be entered by the Note Registrar in the Schedule
of Exchanges in Global Note attached hereto recording any such redemption,
purchase, exchange or cancellation.  Upon
any such redemption, purchase, exchange or cancellation, the principal amount
of this Global Note and the Notes represented by this Global Note shall be
reduced or increased, as appropriate, by the principal amount so redeemed,
purchased, exchanged or cancelled.]


 


[For temporary Regulation S Global Note only] [On or after the Exchange Date, this
temporary Regulation S Global Note may be exchanged, in whole or in part (free
of charge), for a permanent Regulation S Global Note upon certification of
non-U.S. beneficial ownership substantially in the form


 


A-7-3

















 


set
out in Exhibit F of the Indenture.  The permanent Regulation S Global Note shall
be so issued and delivered in exchange for only that portion of  this temporary Regulation S Global Note in
respect of which there shall have been presented to the Note Registrar by
Euroclear or Clearstream, as applicable, a certificate substantially in the
form set out in Exhibit G to the Indenture.]


 


A-7-4

















 


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

  
	
   

  	
  [            ]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  [            ],
  not in its individual capacity but solely on behalf of the Issuer as Owner
  Trustee, under the Trust Agreement

  



 


	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


A-7-5

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [            ],

  
	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-7-6

















 


[REVERSE OF CLASS D
NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its [        ]% Motorcycle Contract, Class D
(the “Class D Notes”), all issued under an Indenture, dated as of [            ]
(the “Indenture”), between the Issuer and [            ],
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 D 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 D Notes will be payable on the earlier of the Class D
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 D 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 D
Notes shall be made pro rata to the Class D 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 D
Rate to the extent lawful.


 


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


 


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


 


A-7-7

















 


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 D 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, 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


 


A-7-8

















 


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-7-9

















 


SCHEDULE OF EXCHANGES IN
GLOBAL NOTE


 


The following exchanges of a
part of this Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of

  Decrease in

  Principal

  Amount of this

  Global Note

  	
   

  	
  Amount of

  Increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount of

  this Global Note

  following such

  Decrease or

  Increase

  	
   

  	
  Signature of

  authorized

  officer of

  Indenture

  Trustee or

  securities

  custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-7-10














 


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

















 


EXHIBIT D


 


FORM OF REGULATION S
TRANSFER CERTIFICATE


 


	
   

  	
  [Date]

  
	
   

  	
   

  
	
  Harley-Davidson
  Motorcycle Trust 2008-2

  	
   

  
	
  c/o
  Wilmington Trust Company

  	
   

  
	
  Rodney
  Square North

  	
   

  
	
  1100
  North Market Street

  	
   

  
	
  Wilmington,
  Delaware 19890-0001

  	
   

  
	
   

  	
   

  
	
  Harley-Davidson
  Credit Corp.

  	
   

  
	
  222 West Adams Street, Suite 2000

  	
   

  
	
  Chicago, Illinois 60606

  	
   

  
	
   

  	
   

  
	
  Harley-Davidson
  Customer Funding Corp.

  	
   

  
	
  3850
  Arrowhead Drive

  	
   

  
	
  Carson City, Nevada 89706

  	
   

  
	
   

  	
   

  
	
  [            ]
  [Indenture Trustee name and address]

  	
   

  



 


	
  Re:

  	
  Harley-Davidson Motorcycle
  Trust [            ]

  
	
   

  	
  Motorcycle Contract Backed
  Notes, Class [    ] (the “Notes”)

  



 


Ladies and Gentlemen:


 


Reference
is hereby made to the Indenture, dated as of [             ]
(as amended, supplemented, or otherwise modified from time to time, the “Indenture”),
among Harley-Davidson Motorcycle Trust [            ],
as Issuer (the “Issuer”) and [             ],as
indenture trustee (the “Indenture Trustee”). Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Indenture and, if
not defined in the Indenture, then such terms shall have the meanings assigned
to them in Regulation S (“Regulation S”) or Rule 144A (“Rule 144A”) under the United States
Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated
thereunder.


 


This
letter relates to the transfer of U.S.$                              
aggregate principal amount of the Notes being transferred for an equivalent beneficial
interest in a Regulation S Global Note in the name of                                                   
(the “Purchaser”).


 


In
connection with such request, the Purchaser hereby certifies that such transfer
has been effected in accordance with the transfer restrictions set forth in the
Indenture and hereby represents, warrants, and agrees for the benefit of the
Issuer, Harley-Davidson Credit Corp. (the “Seller”), Harley-Davidson Customer
Funding Corp. (the “Depositor”), and the Indenture Trustee as follows:


 


(1)           No Registration.  The Purchaser understands and acknowledges
that the Notes have not been registered under the Securities Act of 1933, as
amended (the “Securities
Act”), or any other applicable securities law, and may not be offered,
sold or otherwise transferred except in compliance with the registration
requirements of the Securities Act or pursuant to an


 


D-1

















 


exemption therefrom and in
accordance with the provisions of the Indenture and the legend on the
Regulation S Global Note.


 


(2)           Non-U.S. Person Status. 
The Purchaser, which is taking delivery in the form of an interest in a
Regulation S Global Note, is a non-U.S. Person purchasing for its own account
or one or more accounts, each of which is a non-U.S. Person, and as to each of
which the Purchaser exercises complete investment discretion, in an offshore
transaction in accordance with Regulation S, and is aware that the sale of the
Notes to it is being made in reliance on the exemption from registration
provided by Regulation S.


 


(3)           Form of Regulation S Global Note.  The Purchaser is aware that, except as
otherwise provided in the Indenture, the Notes being sold to it, if any, in
reliance on Regulation S will be represented either (A) on or before the
Exchange Date, by one or more temporary Regulation S Global Notes or (B) after
the Exchange Date, by one or more permanent Regulation S Global Notes and that
in each case beneficial interests therein may be held only through Euroclear or
Clearstream.


 


(4)           Temporary Regulation S Global Note.  The Purchaser understands that if it is a
holder of a beneficial interest in a temporary Regulation S Global Note it must
provide Euroclear or Clearstream or the participant organization through which
it holds such interest, as the case may be, with a certificate certifying that
the beneficial owner of the interest in the temporary Regulation S Global Note
is a non-U.S. Person, and Euroclear or Clearstream, as the case may be, must
provide to the Indenture Trustee a certificate to such effect, prior to (i) the
payment of interest or principal with respect to such holder’s beneficial
interest in the temporary Regulation S Global Note and (ii) any exchange
of such beneficial interest for a beneficial interest in a permanent Regulation
S Global Note.


 


(5)           Additional Legends under Regulation S.  The Purchaser, which is taking delivery in
the form of an interest in a Regulation S Global Note, understands and agrees
that additional legends in substantially the following forms will be placed on
each certificate representing such Note, unless the Issuer determines otherwise
in compliance with applicable law:


 


“AN INTEREST IN THIS NOTE MAY NOT BE HELD BY A
PERSON THAT IS A U.S. PERSON (AS DEFINED IN REGULATION S) AT ANY TIME.”


 


“THIS REGULATION S GLOBAL NOTE IS A GLOBAL NOTE WHICH IS
EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES AND DEFINITIVE NOTES SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE INDENTURE. IN ADDITION,
AN INTEREST IN THIS REGULATION S GLOBAL NOTE MAY ONLY BE HELD THROUGH
CLEARSTREAM OR EUROCLEAR AT ANY TIME.”


 


(6)           Limitation on Resale of Interests in Regulation S Global Note.  The Purchaser understands and agrees that
before a Note in the form of an interest in the Regulation S Global Note may be
offered, sold, pledged or otherwise transferred to a transferee that takes
delivery in the form of the Rule 144A Global Note, the transferee will be
required to provide the Indenture Trustee with a transfer certificate in the
form provided in the Indenture to the effect that the transferee is a QIB which
is acquiring the interest in the Note in the form of the Rule 144A Global
Note in a transaction meeting the requirements of Rule 144A and in
accordance with any applicable securities laws of any state of the United
States or any other relevant jurisdiction.


 


D-2

















 


(7)           Securities Law Limitation
on Resale.  The Purchaser
agrees, on its own behalf and on behalf of any investor account for which it is
purchasing the Notes, to offer, sell or otherwise transfer such Notes only (i) in
the required minimum denominations and (ii) (a) in the form of an
interest in the Rule 144A Global Note to a Person that the Purchaser
reasonably believes is a QIB, purchasing for its own account or one or more
accounts, each of which is a Person that the Purchaser reasonably believes is a
QIB, in accordance with Rule 144A, or (b) outside the United States
in the form of an interest in the Regulation S under the Securities Act.  The Purchaser understands and agrees that a
U.S. Person may not hold an interest in a Note in the form of the Regulation S
Global Note at any time.  The Purchaser
agrees to provide written notice of such transfer restrictions to any
subsequent transferee.


 


(8)           Required Sale if Not a QIB.  The Purchaser understands that the Indenture
permits the Issuer to require any holder of a Rule 144A Global Note who is
determined not to have been the Depositor or an Affiliate thereof a QIB at the
time of acquisition of the Note, to sell such interest to a Person that is a
QIB in a transaction meeting the requirements of Rule 144A or to a Person
that is not a U.S. Person in a transaction meeting the requirements of
Regulation S.


 


(9)           No Governmental Approval.  The Purchaser understands that the Notes have
not been approved or disapproved by the SEC or any other governmental authority
or agency of any jurisdiction, nor has the SEC or any other governmental
authority or agency passed upon the accuracy or adequacy of the [describe
offering document].  Any representation
to the contrary is a criminal offense.


 


(10)         Minimum Denomination. 
The Purchaser agrees that no Note (or any interest therein) may be sold,
pledged or otherwise transferred in a denomination of less than $100,000 and
integral multiples of $1,000 in excess thereof.


 


(11)         Limited Liquidity.  The Purchaser understands that there is
currently no secondary market for the Notes, and there can be no assurance  as to the liquidity of any market that may
develop for the Notes, and the ability of the beneficial owners to sell their
Notes or at what price beneficial owners of the Notes will be able to sell
their Notes.  The Purchaser understands
that no assurance can be given as to the liquidity of or trading market for the
Notes, and it may be difficult or uneconomic for a beneficial owner of the
Notes to sell its Notes at any time.  The
Purchaser is prepared to hold its interest in the Notes for an indefinite
period of time or until maturity.


 


(12)         ERISA.  The Purchaser
represents and warrants that, at all times that it owns a beneficial interest
in any Note, either (i) it is not acting on behalf of or using any “plan
assets” of an employee benefit plan within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
plan within the meaning of Section 4975(e)(1) of the Code, an entity
which is deemed to hold the assets of any such plan pursuant to 29 C.F.R. Section 2510.3-101
or otherwise under ERISA, which plan or entity is subject to Title I of ERISA
or Section 4975 of the Code, or a governmental or church plan which is
subject to any federal, state or local law (“Similar Law”)  that
is similar to the prohibited transaction provisions of Section 406 of
ERISA or Section 4975 of the Code (collectively, a “Plan”), or (ii) its
acquisition and holding of such Note are eligible for the exemption granted by
U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”)
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of a Plan subject to Similar Law, will not constitute or result
in a non-exempt prohibited transaction.


 


D-3

















 


(13)         Certain Transfers Void. 
The Purchaser agrees that (i) any sale, pledge or other transfer of
a Note (or any interest therein) made in violation of the transfer restrictions
contained in the [describe
offering document] and the Indenture, or
made based upon any false or inaccurate representation made by the Purchaser to
the Issuer, the Indenture Trustee or the Note Registrar will be void and of no
force or effect and (ii) none of the Issuer, the Indenture Trustee or the
Note Registrar has any obligation to recognize any sale, pledge or other
transfer of a Note (or any interest therein) made in violation of any such
transfer restriction or made based upon any such false or inaccurate
representation.


 


(14)         Restrictive Legend. 
The Purchaser understands and agrees that a legend in substantially the
following form will be placed on each certificate representing each Note unless
the Issuer determines otherwise in compliance with applicable law:


 


“THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER RELEVANT
JURISDICTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (A)(1) TO
A PERSON WHO IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN
ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE
INVESTMENT DISCRETION, EACH OF WHICH IS A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QIB, OR (2) OUTSIDE THE UNITED STATES TO CERTAIN PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION
S”)) PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO
WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION, EACH OF WHICH IS NOT A U.S.
PERSON, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
APPLICABLE) OF REGULATION S, IN EACH CASE IN A PRINCIPAL AMOUNT OF NOT LESS
THAN $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF FOR THE
PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING, (B) IN COMPLIANCE
WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE
REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.


 


NO SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A
PURCHASER WHO IS (A) ACTING ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN
WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS
OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE UNDER
ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975
OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (EACH, A “SIMILAR LAW”) THAT IS SIMILAR TO THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE (COLLECTIVELY,


 


D-4

















 


A “PLAN”) AND (B) ACQUIRING OR HOLDING SUCH NOTE IN
A MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED BY THE DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1,
PTCE 91-38, PTCE 95-60, PTCE 96-23, OR A SIMILAR EXEMPTION, OR, IN THE CASE OF
A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION.


 


NO TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE
MADE (AND NEITHER THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE
ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE
UNABLE TO MAKE THE CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH
PERSON IN THE INDENTURE REFERRED TO HEREIN. 
ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN
THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME OR UNTIL MATURITY.


 


ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO
FORCE AND EFFECT, WILL BE VOID AB INITIO, AND
WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE
TRUSTEE OR ANY INTERMEDIARY.”


 


(15)         Certain Tax Matters. 
The Purchaser understands that as a condition to the payment of
principal of and interest on any Note without U.S. federal back-up withholding,
the Issuer shall require the delivery of properly completed and signed
applicable U.S. federal income tax certifications (generally, an Internal
Revenue Service Form W-9 (or applicable successor form) in the case of a
Person that is a “United States person” within the meaning of Section 7701(a)(30)
of the Code or an Internal Revenue Service Form W-8BEN or W-8ECI (or
applicable successor forms) in the case of a Person that is not a “United
States person” within the meaning of Section 7701(a)(30) of the
Code).  Additionally, the Purchaser understands
that the Issuer may require such other certifications acceptable to it (A) to
permit the Issuer to make payments to it without, or at a reduced rate of,
withholding or (B) to enable the Issuer to qualify for a reduced rate of
withholding in any jurisdiction from or through which the Issuer receives
payments on its assets.  The Purchaser
agrees to provide any such additional certification that is requested by the
Issuer.


 


(16)         Notes as Indebtedness. 
The Purchaser agrees to treat the Notes as indebtedness for all foreign,
federal, state and local tax purposes.


 


(17)         Reliance on Representations, etc.  The Purchaser acknowledges that the Issuer,
the Seller, the Depositor, the Indenture Trustee and others will rely upon the
truth and accuracy of the foregoing acknowledgements, representations and
agreements.  If it is acquiring any Notes
as a fiduciary or agent for one or more investor accounts, it represents that
it has complete investment discretion with respect to each such account and
that it has full power to make the foregoing acknowledgments, representations
and agreements on behalf of each such account.


 


(18)         Not Affiliate.  The
Purchaser represents to the Indenture Trustee that it is not (a) an
Affiliate of any of the Issuer, the Seller or the Depositor or (b) a “related
person” (within the meaning of Section 414(b) or (c) of the
Code) of the Issuer, the Seller or the Depositor or any of 


 


D-5

















 


their
Affiliates.  For purposes of this
paragraph, a Person is an “Affiliate”  of another
Person if such Person controls, is controlled by or is under common control
with such other Person, with the term “control” meaning the power, direct or
indirect, (i) to vote 10% or more of any class of voting securities of such
other Person or (ii) to direct or cause the direction of the management
and policies of such other Person, whether by contract or otherwise.


 


(19)         Purchaser Sophistication; Non-Reliance. 
In connection with the purchase of the Notes, the Purchaser
acknowledges that: (A) none of the Issuer, the Seller, the Depositor, the
Indenture Trustee or any of their respective affiliates is acting as a
fiduciary or financial or investment adviser for the Purchaser; (B) the
Purchaser is not relying (for purposes of making any investment decision or
otherwise) upon any advice, counsel or representations (whether written or
oral) of the Issuer, the Seller, the Depositor or the Indenture Trustee other
than any statements in the [describe offering document]; (C) the Purchaser
has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisers to the extent it has deemed necessary and has
made its own investment decisions (including decisions regarding the
suitability of any transaction pursuant to the Indenture) based upon its own
judgment and upon any advice from such advisers as it has deemed necessary and
not upon any view expressed by the Issuer, the Seller, the Depositor or the
Indenture Trustee; and (D) the Purchaser is a sophisticated investor and
is purchasing the Notes with a full understanding of all the terms, conditions
and risks thereof and is capable of assuming and willing to assume those risks.


 


Capitalized
terms used and not defined herein shall have the meanings assigned thereto in
the Sale and Servicing Agreement, dated as of October 15, 2008, among the
Seller, the Depositor, the Issuer and the Indenture Trustee or the Indenture,
as applicable.


 


In
connection with the foregoing representations, warranties, and covenants, the
undersigned Purchaser hereby agrees to indemnify the Issuer, the Seller, the
Depositor and the Indenture Trustee against any liability that may result or
arise from such undersigned Purchaser’s breach or default of the foregoing
representations, warranties, and covenants.


 


You
are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.


 


D-6

















 


IN
WITNESS WHEREOF, the undersigned Purchaser has caused this Transfer Certificate
to be duly executed by its officer or attorney-in-fact, as the case may be,
thereunto duly authorized, as of this
        th day of
                       ,
20      .


 


	
   

  	
  [PURCHASER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


	
  Aggregate
  amount

  	
   

  
	
  of
  Notes: U.S.$

  	
   

  	
   

  	
   

  
	
  Taxpayer
  identification number:

  	
   

  
	
  Address
  for notices:

  	
  Wire
  transfer information for payments:

  
	
   

  	
  Bank:

  
	
   

  	
  Address:

  
	
   

  	
  Bank
  ABA#:

  
	
  Telephone:

  	
  Account
  #:

  
	
  Facsimile:

  	
  FAO:

  
	
  Attention:

  	
  Attention:

  
	
  Registered
  name:

  	
   

  
				



 


D-7














 


EXHIBIT E


 


FORM OF RULE 144A
TRANSFER CERTIFICATE


 


	
   

  	
  [Date]

  
	
   

  	
   

  
	
  Harley-Davidson
  Motorcycle Trust 2008-2

  	
   

  
	
  c/o
  Wilmington Trust Company

  	
   

  
	
  Rodney
  Square North

  	
   

  
	
  1100
  North Market Street

  	
   

  
	
  Wilmington,
  Delaware 19890-0001

  	
   

  
	
   

  	
   

  
	
  Harley-Davidson
  Credit Corp.

  	
   

  
	
  222 West Adams Street, Suite 2000

  	
   

  
	
  Chicago, Illinois 60606

  	
   

  
	
   

  	
   

  
	
  Harley-Davidson
  Customer Funding Corp.

  	
   

  
	
  3850
  Arrowhead Drive

  	
   

  
	
  Carson City, Nevada 89706

  	
   

  
	
   

  	
   

  
	
  [            ]
  [Indenture Trustee name and address]

  	
   

  



 


	
  Re:

  	
  Harley-Davidson Motorcycle
  Trust [            ]

  
	
   

  	
  Motorcycle Contract Backed
  Notes, Class [    ] (the “Notes”)

  



 


Ladies and Gentlemen:


 


Reference
is hereby made to the Indenture, dated as of [            ]
(as amended, supplemented, or otherwise modified from time to time, the “Indenture”),
among Harley-Davidson Motorcycle Trust [            ],
as Issuer (the “Issuer”) and [            ],
as indenture trustee (the “Indenture Trustee”). Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Indenture and, if
not defined in the Indenture, then such terms shall have the meanings assigned
to them in Regulation S (“Regulation S”) or Rule 144A (“Rule 144A”) under the United
States Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated
thereunder.


 


This
letter relates to the transfer of U.S.$                              
aggregate principal amount of the Notes being transferred for an equivalent
beneficial interest in a Rule 144A Global Note in the name of                                                   
(the “Purchaser”).


 


In
connection with such request, the Purchaser hereby certifies that such transfer
has been effected in accordance with the transfer restrictions set forth in the
Indenture and hereby represents, warrants, and agrees for the benefit of the
Issuer, Harley-Davidson Credit Corp. (the “Seller”), Harley-Davidson Customer
Funding Corp. (the “Depositor”) and the Indenture Trustee as follows:


 


(1)           No Registration.  The Purchaser understands and acknowledges
that the Notes have not been registered under the Securities Act of 1933, as
amended (the “Securities
Act”), or any other applicable securities law, and may not be offered,
sold or otherwise transferred except 


 


E-1

















 


in compliance with the
registration requirements of the Securities Act or pursuant to an exemption
therefrom and in accordance with the provisions of the Indenture and the legend
on the Rule 144A Global Note.


 


(2)           QIB.  The
Purchaser is purchasing the Note for its own account or one or more accounts
with respect to which it exercises complete investment discretion, in each case
in the required minimum denominations, and both it and each such account (if
any) (i) is a “qualified institutional buyer” as defined in Rule 144A
promulgated under the Securities Act (a “QIB”) and (ii) is aware that any sale of the Notes to it will be made in
reliance on Rule 144A.


 


(3)           Securities Law Limitation
on Resale.  The Purchaser
agrees, on its own behalf and on behalf of any investor account for which it is
purchasing the Notes, to offer, sell or otherwise transfer such Notes only (i) in
the required minimum denominations and (ii) (a) in the form of an
interest in the Rule 144A Global Note to a Person that the Purchaser reasonably
believes is a QIB, purchasing for its own account or one or more accounts, each
of which is a Person that the Purchaser reasonably believes is a QIB, in
accordance with Rule 144A, or (b) outside the United States in the
form of an interest in the Regulation S under the Securities Act.  The Purchaser understands and agrees that a
U.S. Person may not hold an interest in a Note in the form of the Regulation S
Global Note at any time.  The Purchaser
agrees to provide written notice of such transfer restrictions to any
subsequent transferee.


 


(4)           Required Sale if Not a QIB.  The Purchaser understands that the Indenture
permits the Issuer to require any holder of a Rule 144A Global Note who is
determined not to have been the Depositor or an Affiliate thereof a QIB at the
time of acquisition of the Note, to sell such interest to a Person that is a
QIB in a transaction meeting the requirements of Rule 144A or to a Person
that is not a U.S. Person in a transaction meeting the requirements of
Regulation S.


 


(5)           No Governmental Approval.  The Purchaser understands that the Notes have
not been approved or disapproved by the SEC or any other governmental authority
or agency of any jurisdiction, nor has the SEC or any other governmental
authority or agency passed upon the accuracy or adequacy of the [describe
offering document].  Any representation
to the contrary is a criminal offense.


 


(6)           Minimum Denomination. 
The Purchaser agrees that no Note (or any interest therein) may be sold,
pledged or otherwise transferred in a denomination of less than $100,000 and
integral multiples of $1,000 in excess thereof.


 


(7)           Limited Liquidity.  The Purchaser understands that there is
currently no secondary market for the Notes, and there can be no assurance  as to the liquidity of any market that may
develop for the Notes, and the ability of the beneficial owners to sell their
Notes or at what price beneficial owners of the Notes will be able to sell
their Notes.  The Purchaser understands that
no assurance can be given as to the liquidity of or trading market for the
Notes, and it may be difficult or uneconomic for a beneficial owner of the
Notes to sell its Notes at any time.  The
Purchaser is prepared to hold its interest in the Notes for an indefinite
period of time or until maturity.


 


(8)           ERISA.  The
Purchaser represents and warrants that, at all times that it owns a beneficial
interest in any Note, either (i) it is not acting on behalf of or using
any “plan assets” of an employee benefit plan within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
plan within the meaning of Section 4975(e)(1) of the Code, an entity
which is deemed to hold the assets of any such plan pursuant to 29 C.F.R. 


 


E-2

















 


Section 2510.3-101
or otherwise under ERISA, which plan or entity is subject to Title I of ERISA
or Section 4975 of the Code, or a governmental or church plan which is
subject to any federal, state or local law (“Similar Law”)  that
is similar to the prohibited transaction provisions of Section 406 of
ERISA or Section 4975 of the Code (collectively, a “Plan”), or (ii) its
acquisition and holding of such Note are eligible for the exemption granted by
U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”)
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption,
or, in the case of a Plan subject to Similar Law, will not constitute or result
in a non-exempt prohibited transaction.


 


(9)           Certain Transfers Void. 
The Purchaser agrees that (i) any sale, pledge or other transfer of
a Note (or any interest therein) made in violation of the transfer restrictions
contained in the [describe
offering document] and the Indenture, or
made based upon any false or inaccurate representation made by the Purchaser to
the Issuer, the Indenture Trustee or the Note Registrar will be void and of no
force or effect and (ii) none of the Issuer, the Indenture Trustee or the
Note Registrar has any obligation to recognize any sale, pledge or other
transfer of a Note (or any interest therein) made in violation of any such
transfer restriction or made based upon any such false or inaccurate
representation.


 


(10)         Restrictive Legend. 
The Purchaser understands and agrees that a legend in substantially the
following form will be placed on each certificate representing each Note unless
the Issuer determines otherwise in compliance with applicable law:


 


“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION AND MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (A)(1) TO A PERSON WHO IS A “QUALIFIED
INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), PURCHASING FOR ITS OWN ACCOUNT OR ONE OR MORE
ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE INVESTMENT DISCRETION,
EACH OF WHICH IS A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB, (2) OUTSIDE
THE UNITED STATES TO CERTAIN PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) PURCHASING FOR ITS OWN
ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT EXERCISES COMPLETE
INVESTMENT DISCRETION, EACH OF WHICH IS NOT A U.S. PERSON OR (3) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT, IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S, IN EACH
CASE IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND INTEGRAL MULTIPLES OF
$1,000 IN EXCESS THEREOF FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS
ACTING, (B) IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS
SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND (C) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
RELEVANT JURISDICTION.


 


NO SALE OR TRANSFER OF THIS NOTE MAY BE MADE TO A
PURCHASER WHO IS (A) ACTING ON BEHALF, OR USING ANY “PLAN ASSETS,” OF AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF THE 


 


E-3

















 


EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHICH IS
DEEMED TO HOLD THE ASSETS OF ANY SUCH PLAN PURSUANT TO 29 C.F.R. SECTION 2510.3-101
OR OTHERWISE UNDER ERISA, WHICH PLAN OR ENTITY IS SUBJECT TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE, OR A GOVERNMENTAL OR CHURCH PLAN WHICH IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (EACH, A “SIMILAR LAW”) THAT IS
SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”) AND (B) ACQUIRING
OR HOLDING SUCH NOTE IN A MANNER THAT IS NOT ELIGIBLE FOR AN EXEMPTION GRANTED
BY THE DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23, OR A SIMILAR EXEMPTION,
OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, THAT WOULD EITHER CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION.


 


NO TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN) MAY BE
MADE (AND NEITHER THE INDENTURE TRUSTEE NOR THE NOTE REGISTRAR WILL RECOGNIZE
ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE MADE TO A PERSON THAT IS OTHERWISE
UNABLE TO MAKE THE CERTIFICATIONS AND REPRESENTATIONS DEEMED TO BE MADE BY SUCH
PERSON IN THE INDENTURE REFERRED TO HEREIN. 
ACCORDINGLY, TRANSFER OF THIS NOTE IS RESTRICTED, AND AN INVESTOR IN
THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME OR UNTIL MATURITY.


 


ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO
FORCE AND EFFECT, WILL BE VOID AB INITIO, AND
WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE PURCHASER OR TRANSFEREE
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE
TRUSTEE OR ANY INTERMEDIARY.”


 


(11)         Certain Tax Matters. 
The Purchaser understands that as a condition to the payment of
principal of and interest on any Note without U.S. federal back-up withholding,
the Issuer shall require the delivery of properly completed and signed
applicable U.S. federal income tax certifications (generally, an Internal
Revenue Service Form W-9 (or applicable successor form) in the case of a
Person that is a “United States person” within the meaning of Section 7701(a)(30)
of the Code or an Internal Revenue Service Form W-8BEN or W-8ECI (or
applicable successor forms) in the case of a Person that is not a “United
States person” within the meaning of Section 7701(a)(30) of the
Code).  Additionally, the Purchaser
understands that the Issuer may require such other certifications acceptable to
it (A) to permit the Issuer to make payments to it without, or at a
reduced rate of, withholding or (B) to enable the Issuer to qualify for a
reduced rate of withholding in any jurisdiction from or through which the
Issuer receives payments on its assets. 
The Purchaser agrees to provide any such additional certification that is
requested by the Issuer.


 


(12)         Notes as Indebtedness. 
The Purchaser agrees to treat the Notes as indebtedness for all foreign,
federal, state and local tax purposes.


 


E-4

















 


(13)         Reliance on Representations, etc.  The Purchaser acknowledges that the Issuer,
the Seller, the Depositor, the Indenture Trustee and others will rely upon the
truth and accuracy of the foregoing acknowledgements, representations and
agreements.  If it is acquiring any Notes
as a fiduciary or agent for one or more investor accounts, it represents that
it has complete investment discretion with respect to each such account and
that it has full power to make the foregoing acknowledgments, representations
and agreements on behalf of each such account.


 


(14)         Not Affiliate.  The Purchaser
represents to the Indenture Trustee that it is not (a) an Affiliate of any
of the Issuer, the Seller or the Depositor or (b) a “related person”
(within the meaning of Section 414(b) or (c) of the Code) of the
Issuer, the Seller or the Depositor or any of their Affiliates.  For purposes of this paragraph, a Person is
an “Affiliate”  of another Person if such Person
controls, is controlled by or is under common control with such other Person,
with the term “control” meaning the power, direct or indirect, (i) to vote
10% or more of any class of voting securities of such other Person or (ii) to
direct or cause the direction of the management and policies of such other
Person, whether by contract or otherwise.


 


(15)         Purchaser Sophistication; Non-Reliance. 
In connection with the purchase of the Notes, the Purchaser
acknowledges that: (A) none of the Issuer, the Seller, the Depositor, the
Indenture Trustee or any of their respective affiliates is acting as a
fiduciary or financial or investment adviser for the Purchaser; (B) the
Purchaser is not relying (for purposes of making any investment decision or
otherwise) upon any advice, counsel or representations (whether written or
oral) of the Issuer, the Seller, the Depositor or the Indenture Trustee other
than any statements in the [describe offering document]; (C) the Purchaser
has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisers to the extent it has deemed necessary and has
made its own investment decisions (including decisions regarding the
suitability of any transaction pursuant to the Indenture) based upon its own
judgment and upon any advice from such advisers as it has deemed necessary and
not upon any view expressed by the Issuer, the Seller, the Depositor or the
Indenture Trustee; and (D) the Purchaser is a sophisticated investor and
is purchasing the Notes with a full understanding of all the terms, conditions
and risks thereof and is capable of assuming and willing to assume those risks.


 


Capitalized
terms used and not defined herein shall have the meanings assigned thereto in
the Sale and Servicing Agreement, dated as of October 15, 2008, among the
Seller, the Depositor, the Issuer and the Indenture Trustee or the Indenture,
as applicable.


 


In
connection with the foregoing representations, warranties, and covenants, the
undersigned Purchaser hereby agrees to indemnify the Issuer, the Seller, the
Depositor and the Indenture Trustee against any liability that may result or
arise from such undersigned Purchaser’s breach or default of the foregoing
representations, warranties, and covenants.


 


You
are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.


 


E-5

















 


IN
WITNESS WHEREOF, the undersigned Purchaser has caused this Transfer Certificate
to be duly executed by its officer or attorney-in-fact, as the case may be,
thereunto duly authorized, as of this
        th day of
                      ,
20      .


 


	
   

  	
  [Purchaser]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


	
  Aggregate
  amount

  
	
  of
  Notes: U.S.$

  	
   

  	
   

  	
   

  
	
  Taxpayer
  identification number:

  
	
  Address
  for notices:

  	
  Wire
  transfer information for payments:

  
	
   

  	
  Bank:

  
	
   

  	
  Address:

  
	
   

  	
  Bank
  ABA#:

  
	
  Telephone:

  	
  Account
  #:

  
	
  Facsimile:

  	
  FAO:

  
	
  Attention:

  	
  Attention:

  
	
  Registered
  name:

  	
   

  
					



 


E-6

















 


EXHIBIT F


 


FORM OF NON-U.S. CERTIFICATE


 


	
  Re:

  	
  Harley-Davidson Motorcycle
  Trust [            ]

  
	
   

  	
  Motorcycle Contract Backed
  Notes, Class [    ]

  



 


[            ].,


    as Note Registrar


 


This
is to certify that, based solely on certifications we have received in writing,
by tested telex or by electronic transmission
from member organizations appearing in our records as Persons being entitled to a portion of the principal amount of the
Notes set forth below (our “Member Organizations”) substantially to the effect set forth in
the Indenture, dated as of [            ]
(the “Indenture”),
between Harley-Davidson Motorcycle Trust [            ],
a Delaware statutory trust, as Issuer and [            ],
as Indenture Trustee, U.S.$                                  
initial aggregate principal amount of the Motorcycle Contract Backed Notes, Class [    ]
(the “Notes”)
held by us or on our behalf are beneficially owned by non-U.S. person(s).  As used in this paragraph, the term “U.S. person”
has the meaning given to it by Regulation S under the United States Securities
Act of 1933, as amended.  Capitalized
terms used herein and not otherwise defined have the meanings set forth in the
Indenture.


 


We
further certify that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in
the Series 2008-2 Notes identified above are no longer true and cannot be
relied upon as of the date hereof.


 


[On
the Exchange Date:  We hereby acknowledge
that no portion of the temporary Regulation S Global Note shall be exchanged for an interest in the permanent
Regulation S Global Note with respect to the portion thereof for which we have
not received the applicable certifications from our Member Organization.](1)


 


[On
[insert applicable Payment Date] and
upon any other payments under the temporary Regulation S Global Note:  We hereby agree to hold (and return to the
Paying Agent upon request) any payments received by us on the temporary Regulation
S Global Note with respect to the portion thereof for which we have not
received the applicable certifications from our Member Organizations.](2)


 


 






(1)           Select as applicable.


 


(2)           Select as applicable.


 


F-1

















 


We
understand that this certification is required in connection with certain
securities laws of the United States of America.  In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.


 


	
  Dated:

  	
   

  	
  **

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Euroclear Bank S.A./N.V.,
  as

  
	
   

  	
  Operator of the Euroclear
  System]

  
	
   

  	
  Or

  
	
   

  	
  [Clearstream Banking,
  société anonyme]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






**           Insert
Exchange Date or applicable Payment Date, as the case may be.


 


F-2

















 


EXHIBIT G


 


FORM OF REGULATION S
CERTIFICATE


 


	
  Re:

  	
  Harley-Davidson Motorcycle
  Trust [            ]

  
	
   

  	
  Motorcycle Contract Backed
  Notes, Class [    ]

  



 


[Euroclear Bank S.A./N.V.,
as operator of the Euroclear System]


[Clearstream Banking,
société anonyme]


 


Notes, CUSIP No. [·], ISIN No. [·]


 


Reference
is hereby made to the Indenture, dated as of [            ]
(the “Indenture”), between
Harley-Davidson Motorcycle Trust [            ],
a Delaware statutory trust, as Issuer and [            ],
as Indenture Trustee.  Capitalized terms
used herein and not otherwise defined have the meanings set forth in the
Indenture.


 


[For
purposes of acquiring a beneficial interest in the permanent Regulation S
Global Note upon the occurrence of the Exchange Date,] [For purposes of
receiving payments under the temporary Regulation S Global Note,](3) the
undersigned holder of a beneficial interest in the temporary Regulation S
Global Note issued under the Indenture certifies that it is not a U.S. person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by telex on or prior to the date on which you
intend to submit your corresponding certification relating to the Notes held by
you if any applicable statement herein is not correct on such date, and in the
absence of any such notification it may be assumed that this certificate
applies as of such date.


 






(3)           Select
as applicable.


 


F-1

















 


We
understand that this certificate is required in connection with certain
securities laws of the United States.  In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested
party in such proceeding.


 


	
   

  	
  Dated:

  	
                                ,       

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  as, or as agent for, the
  holder of a beneficial

  
	
   

  	
   

  	
  interest in the Notes to
  which this certificate relates

  
				



 


F-2