**Exhibit 33.1**

**Report on Assessment of Compliance with SECRegulation AB Servicing Criteria**

1.                                       Harley-Davidson Credit Corp. (“HDCC”) isresponsible for assessing compliance with the servicing criteria applicable toit under paragraph (d) of Item 1122 of Regulation AB, as of and for the12-month period ending December 31, 2006 (the “Reporting Period”), as set forthin Appendix A hereto.  The transactionscovered by this report include asset-backed securities transactions for whichHDCC acted as servicer, involving motorcycle loans, issued on or after January1, 2006 (the “Platform”);

2.                                       HDCC has engaged certain vendors (the “Vendors”)to perform specific, limited or scripted activities, and HDCC elects to takeresponsibility for assessing compliance with the servicing criteria or portionof the servicing criteria applicable to such Vendors’ activities as set forthin Appendix A hereto;

3.                                       Except as set forth in paragraph 4 below,HDCC used the criteria set forth in paragraph (d) of Item 1122 of Regulation ABto assess the compliance with the applicable servicing criteria;

4.                                       The criteria listed in the column titled “InapplicableServicing Criteria” on Appendix A hereto are inapplicable to HDCC based on theactivities it performs, directly or through its Vendors, with respect to thePlatform;

5.                                       HDCC has complied, in all materialrespects, with the applicable servicing criteria as of December 31, 2006 andfor the Reporting Period****with respectto the Platform taken as a whole;

6.                                       HDCC has not identified and is not awareof any material instance of noncompliance by the Vendors with the applicableservicing criteria as of December 31, 2006 and for the Reporting Period withrespect to the Platform taken as a whole;

7.                                       HDCC has not identified any materialdeficiency in its policies and procedures to monitor the compliance by theVendors with the applicable servicing criteria as of December 31, 2006 and forthe Reporting Period with respect to the Platform taken as a whole**;**and

8.                                       Ernst & Young LLP, an independentregistered public accounting firm, has issued an attestation report on HDCC’sassessment of compliance with the applicable servicing criteria for theReporting Period.

 

 

March 28, 2007
|        |   |   | Harley-Davidson Credit Corp. |
|--------|--------|--------|------------------------------|
|   |   |   |                         |   |
|   |   |   |                         |   |
|   |   |   | By:                          |  /s/ Perry A.  Glassgow |
|   |   |   | Name:                        | Perry A. Glassgow |
|   |   |   | Title:                       | Vice President and Treasurer |

 

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**APPENDIX A to Exhibit 33.1**
| SERVICING CRITERIA | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                            | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|--------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|
| **Reference**      | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **Performed  Directly  by  HDCC**      | ** ** | **Performed by  Vendor(s) for which HDCC is the Responsible Party** | ** ** | **Performed by subservicer(s) or vendor(s)  for which HDCC is NOT the Responsible Party** | ** ** | **NOT performed by HDCC or by subservicer(s)  or vendor(s) retained by HDCC** |
|               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                     |       |                                   |   |   |   |   |   |   |
|               | ** ** | **General Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                           |       |                                   |   |   |   |   |   |   |
| 1122(d)(1)(i)      |       | Policies and procedures are instituted to monitor  any performance or other triggers and events of default in accordance with  the transaction agreements.                                                                                                                                                                                                                                     | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(ii)     |       | If any material servicing activities are outsourced  to third parties, policies and procedures are instituted to monitor the third  party’s performance and compliance with such servicing activities.                                                                                                                                                                                    | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(iii)    |       | Any requirements in the transaction agreements to  maintain a back-up servicer for the pool assets are maintained.                                                                                                                                                                                                                                                                             | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(iv)     |       | A fidelity bond and errors and omissions policy is  in effect on the party participating in the servicing function throughout the  reporting period in the amount of coverage required by and otherwise in  accordance with the terms of the transaction agreements.                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               | ** ** | **Cash Collection and Administration**                                                                                                                                                                                                                                                                                                                                                         | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(i)      |       | Payments on pool assets are deposited into the  appropriate custodial bank accounts and related bank clearing accounts no  more than two business days following receipt, or such other number of days  specified in the transaction agreements.                                                                                                                                               | ** ** | **X****1**                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(ii)     |       | Disbursements made via wire transfer on behalf of an  obligor or to an investor are made only by authorized personnel.                                                                                                                                                                                                                                                                         | ** ** | **X****1**                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(iii)    |       | Advances of funds or guarantees regarding  collections, cash flows or distributions, and any interest or other fees  charged for such advances, are made, reviewed and approved as specified in  the transaction agreements.                                                                                                                                                                   | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(iv)     |       | The related accounts for the transaction, such as  cash reserve accounts or accounts established as a form of  overcollateralization, are separately maintained (e.g., with respect to  commingling of cash) as set forth in the transaction agreements.                                                                                                                                       | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(v)      |       | Each custodial account is maintained at a federally  insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution”  with respect to a foreign financial institution means a foreign financial  institution that meets the requirements of Rule 13k-1(b)(1) of the Securities  Exchange Act. | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(vi)     |       | Unissued checks are safeguarded so as to prevent  unauthorized access.                                                                                                                                                                                                                                                                                                                         | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

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1 Servicing criteriaperformed jointly by the servicer and the trustee.

A-1

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| SERVICING CRITERIA | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|
| **Reference**      | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **Performed  Directly  by  HDCC**      | ** ** | **Performed by  Vendor(s) for which HDCC is the Responsible Party** | ** ** | **Performed by subservicer(s) or vendor(s)  for which HDCC is NOT the Responsible Party** | ** ** | **NOT performed by HDCC or by subservicer(s)  or vendor(s) retained by HDCC** |
| 1122(d)(2)(vii)    |       | Reconciliations are prepared on a monthly basis for  all asset-backed securities related bank accounts, including custodial  accounts and related bank clearing accounts. These reconciliations are (A)  mathematically accurate; (B) prepared within 30 calendar days after the bank  statement cutoff date, or such other number of days specified in the  transaction agreements; (C) reviewed and approved by someone other than the  person who prepared the reconciliation; and (D) contain explanations for  reconciling items. These reconciling items are resolved within 90 calendar  days of their original identification, or such other number of days specified  in the transaction agreements. | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               | ** ** | **Investor Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(i)      |       | Reports to investors, including those to be filed  with the Commission, are maintained in accordance with the transaction  agreements and applicable Commission requirements. Specifically, such reports  (A) are prepared in accordance with timeframes and other terms set forth in  the transaction agreements; (B) provide information calculated in accordance  with the terms specified in the transaction agreements; (C) are filed with  the Commission as required by its rules and regulations; and (D) agree with  investors’ or the trustee’s records as to the total unpaid principal balance  and number of pool assets serviced by the Servicer.                                     | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(ii)     |       | Amounts due to investors are allocated and remitted  in accordance with timeframes, distribution priority and other terms set  forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **X****1**                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(iii)    |       | Disbursements made to an investor are posted within  two business days to the Servicer’s investor records, or such other number of  days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(iv)     |       | Amounts remitted to investors per the investor  reports agree with cancelled checks, or other form of payment, or custodial  bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X****1**                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               | ** ** | **Pool Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(i)      |       | Collateral or security on pool assets is maintained  as required by the transaction agreements or related mortgage loan documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ii)     |       | Pool asset and related documents are safeguarded as  required by the transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(iii)    |       | Any additions, removals or substitutions to the  asset pool are made, reviewed and approved in accordance with any conditions  or requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(iv)     |       | Payments on pool assets, including any payoffs, made  in accordance with the related pool asset documents are posted to the  Servicer’s obligor records maintained no more than two business days after  receipt, or such other number of days specified in the transaction  agreements, and allocated to principal, interest or other items (e.g.,  escrow) in accordance with the related pool asset documents.                                                                                                                                                                                                                                                                                        | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(v)      |       | The Servicer’s records regarding the pool assets  agree with the Servicer’s records with respect to an obligor’s unpaid  principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

A-2

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| SERVICING CRITERIA | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **INAPPLICABLE  SERVICING   CRITERIA** |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|
| **Reference**      | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **Performed  Directly  by  HDCC**      | ** ** | **Performed by  Vendor(s) for which HDCC is the Responsible Party** | ** ** | **Performed by subservicer(s) or vendor(s)  for which HDCC is NOT the Responsible Party** | ** ** | **NOT performed by HDCC or by subservicer(s)  or vendor(s) retained by HDCC** |
| 1122(d)(4)(vi)     |       | Changes with respect to the terms or status of an  obligor’s pool assets (e.g., loan modifications or re-agings) are made,  reviewed and approved by authorized personnel in accordance with the  transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                                                                                   | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(vii)    |       | Loss mitigation or recovery actions (e.g.,  forbearance plans, modifications and deeds in lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted and  concluded in accordance with the timeframes or other requirements established  by the transaction agreements.                                                                                                                                                                                                                                                                                        | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(viii)   |       | Records documenting collection efforts are  maintained during the period a pool asset is delinquent in accordance with  the transaction agreements. Such records are maintained on at least a monthly  basis, or such other period specified in the transaction agreements, and  describe the entity’s activities in monitoring delinquent pool assets  including, for example, phone calls, letters and payment rescheduling plans  in cases where delinquency is deemed temporary (e.g., illness or  unemployment).                                                                        | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ix)     |       | Adjustments to interest rates or rates of return for  pool assets with variable rates are computed based on the related pool asset  documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(x)      |       | Regarding any funds held in trust for an obligor  (such as escrow accounts): (A) such funds are analyzed, in accordance with  the obligor’s pool asset documents, on at least an annual basis, or such  other period specified in the transaction agreements; (B) interest on such  funds is paid, or credited, to obligors in accordance with applicable pool  asset documents and state laws; and (C) such funds are returned to the  obligor within 30 calendar days of full repayment of the related pool assets,  or such other number of days specified in the transaction agreements. | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xi)     |       | Payments made on behalf of an obligor (such as tax  or insurance payments) are made on or before the related penalty or  expiration dates, as indicated on the appropriate bills or notices for such  payments, provided that such support has been received by the Servicer at  least 30 calendar days prior to these dates, or such other number of days  specified in the transaction agreements.                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xii)    |       | Any late payment penalties in connection with any  payment to be made on behalf of an obligor are paid from the Servicer’s funds  and not charged to the obligor, unless the late payment was due to the  obligor’s error or omission.                                                                                                                                                                                                                                                                                                                                                  | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xiii)   |       | Disbursements made on behalf of an obligor are  posted within two business days to the obligor’s records maintained by the  Servicer, or such other number of days specified in the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xiv)    |       | Delinquencies, charge-offs and uncollectible  accounts are recognized and recorded in accordance with the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **X**                                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xv)     |       | Any external enhancement or other support,  identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is  maintained as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | ** **                             | ** ** | ** ** | ** ** | ** ** | ** ** | **X** |

 

A-3

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