0001047469-98-033655 Sample Contracts

] [ ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1 $[ ] [ ]% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
Indenture • September 3rd, 1998 • Eaglemark Inc • Asset-backed securities • Illinois
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FORM OF
Transfer and Sale Agreement • September 3rd, 1998 • Eaglemark Inc • Asset-backed securities • Illinois
FORM OF
Pooling and Servicing Agreement • September 3rd, 1998 • Eaglemark Inc • Asset-backed securities • Illinois
FORM OF
Security Agreement • September 3rd, 1998 • Eaglemark Inc • Asset-backed securities • Illinois
dated as of AGREEMENT TO DEPOSIT CONTRACTS TABLE OF CONTENTS
Agreement to Deposit Contracts • September 3rd, 1998 • Eaglemark Inc • Asset-backed securities • Illinois
September 3, 1998
Registration Statement • September 3rd, 1998 • Eaglemark Inc • Asset-backed securities
September 3, 1998
Harley-Davidson Motorcycle Contract Backed Notes and Certificates • September 3rd, 1998 • Eaglemark Inc • Asset-backed securities

We have acted as special federal tax counsel to the Harley-Davidson Eaglemark Motorcycle Trusts (each, a "TRUST") referred to below in connection with the filing by Eaglemark, Inc., a Nevada corporation (the "COMPANY"), as sponsor of the Trusts, of the registration statement on Form S-3 (such registration statement, together with the exhibits and any amendments thereto, the "REGISTRATION STATEMENT"), registering up to $1,200,000,000 aggregate principal amount of asset-backed notes (the "NOTES") and asset-backed certificates (the "CERTIFICATES" and, together with the Notes, the "SECURITIES"). The Registration Statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "SECURITIES ACT"). As described in the Registration Statement, the Securities will be issued from time to time in one or more series (each, a "SERIES"). Each Series of Securities is to be issued under and pursuant to the terms of a separate Pooling and Servicing Ag

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