Exhibit 4.1


 


Execution
Copy


 




 





TRUST
AGREEMENT


 


by and between


 


HARLEY-DAVIDSON CUSTOMER
FUNDING CORP.,


as Trust Depositor,


 


and


 


WILMINGTON TRUST COMPANY,


as Owner Trustee


 


 


Dated as
of April 15, 2009




 





 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE ONE

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  Section 1.01.

  	
   

  	
  Capitalized
  Terms

  	
   

  	
  1

  
	
  Section 1.02.

  	
   

  	
  Other
  Definitional Provisions

  	
   

  	
  3

  
	
  Section 1.03.

  	
   

  	
  Usage
  of Terms

  	
   

  	
  3

  
	
  Section 1.04.

  	
   

  	
  Section References

  	
   

  	
  3

  
	
  Section 1.05.

  	
   

  	
  Accounting
  Terms

  	
   

  	
  3

  
	
  ARTICLE TWO

  	
   

  	
  ORGANIZATION

  	
   

  	
  4

  
	
  Section 2.01.

  	
   

  	
  Name

  	
   

  	
  4

  
	
  Section 2.02.

  	
   

  	
  Office

  	
   

  	
  4

  
	
  Section 2.03.

  	
   

  	
  Purposes
  and Powers

  	
   

  	
  4

  
	
  Section 2.04.

  	
   

  	
  Appointment
  of Owner Trustee

  	
   

  	
  5

  
	
  Section 2.05.

  	
   

  	
  Initial
  Capital Contribution of Owner Trust Estate

  	
   

  	
  5

  
	
  Section 2.06.

  	
   

  	
  Declaration
  of Trust

  	
   

  	
  5

  
	
  Section 2.07.

  	
   

  	
  Liability
  of Trust Depositor

  	
   

  	
  5

  
	
  Section 2.08.

  	
   

  	
  Title
  to Trust Property

  	
   

  	
  5

  
	
  Section 2.09.

  	
   

  	
  Situs
  of Trust

  	
   

  	
  6

  
	
  Section 2.10.

  	
   

  	
  Representations
  and Warranties of the Trust Depositor

  	
   

  	
  6

  
	
  Section 2.11.

  	
   

  	
  Federal
  Income Tax Treatment

  	
   

  	
  7

  
	
  Section 2.12.

  	
   

  	
  Texas
  State Tax Matters

  	
   

  	
  7

  
	
  ARTICLE THREE

  	
   

  	
  TRUST CERTIFICATES AND TRANSFER
  OF INTERESTS

  	
   

  	
  8

  
	
  Section 3.01.

  	
   

  	
  Initial
  Ownership

  	
   

  	
  8

  
	
  Section 3.02.

  	
   

  	
  The
  Trust Certificate

  	
   

  	
  8

  
	
  Section 3.03.

  	
   

  	
  Authentication
  and Delivery of Trust Certificates

  	
   

  	
  8

  
	
  Section 3.04.

  	
   

  	
  Registration
  of Transfer and Exchange of Trust Certificates

  	
   

  	
  8

  
	
  Section 3.05.

  	
   

  	
  Mutilated,
  Destroyed, Lost or Stolen Trust Certificates

  	
   

  	
  9

  
	
  Section 3.06.

  	
   

  	
  Person
  Deemed Owner

  	
   

  	
  10

  
	
  Section 3.07.

  	
   

  	
  Access
  to List of Certificateholders’ Name and Address

  	
   

  	
  10

  
	
  Section 3.08.

  	
   

  	
  Maintenance
  of Office or Agency

  	
   

  	
  10

  
	
  Section 3.09.

  	
   

  	
  Trust
  Certificate

  	
   

  	
  10

  
	
  Section 3.10.

  	
   

  	
  Appointment
  of Paying Agent

  	
   

  	
  10

  
	
  Section 3.11.

  	
   

  	
  Ownership
  by Trust Depositor of Trust Certificate

  	
   

  	
  11

  
	
  Section 3.12.

  	
   

  	
  Repayment
  of Trust Certificates

  	
   

  	
  11

  
	
  ARTICLE FOUR

  	
   

  	
  ACTIONS BY OWNER TRUSTEE AND
  CERTIFICATEHOLDERS

  	
   

  	
  11

  
	
  Section 4.01.

  	
   

  	
  Prior
  Notice to Owner with Respect to Certain Matters

  	
   

  	
  11

  
	
  Section 4.02.

  	
   

  	
  Action
  by Owner with Respect to Certain Matters

  	
   

  	
  12

  
	
  Section 4.03.

  	
   

  	
  Action
  by Owners with Respect to Bankruptcy

  	
   

  	
  12

  
	
  Section 4.04.

  	
   

  	
  Restrictions
  on Owners’ Power

  	
   

  	
  12

  
	
  Section 4.05.

  	
   

  	
  Majority
  of the Trust Certificates Control

  	
   

  	
  12

  
	
  ARTICLE FIVE

  	
   

  	
  APPLICATION OF TRUST FUNDS;
  CERTAIN DUTIES

  	
   

  	
  12

  
	
  Section 5.01.

  	
   

  	
  Application
  of Trust Funds

  	
   

  	
  12

  
	
  Section 5.02.

  	
   

  	
  Method
  of Payment

  	
   

  	
  13

  
	
  Section 5.03.

  	
   

  	
  Accounting
  and Reports to the Certificateholders, Owner, the Internal Revenue Service
  and Others

  	
   

  	
  13

  
	
  Section 5.04.

  	
   

  	
  Signature
  on Returns; Tax Matters Partner

  	
   

  	
  14

  
	
  ARTICLE SIX

  	
   

  	
  AUTHORITY AND DUTIES OF OWNER
  TRUSTEE

  	
   

  	
  14

  
	
  Section 6.01.

  	
   

  	
  General
  Authority

  	
   

  	
  14

  
	
  Section 6.02.

  	
   

  	
  General
  Duties

  	
   

  	
  14

  
	
  Section 6.03.

  	
   

  	
  Action
  Upon Instruction

  	
   

  	
  14

  
	
  Section 6.04.

  	
   

  	
  No
  Duties Except as Specified in this Agreement or in Instructions

  	
   

  	
  15

  



 

















 


	
  Section 6.05.

  	
   

  	
  No
  Action Except Under Specified Documents or Instructions

  	
   

  	
  16

  
	
  Section 6.06.

  	
   

  	
  Restrictions

  	
   

  	
  16

  
	
  Section 6.07.

  	
   

  	
  Pennsylvania
  Motor Vehicle Sales Finance Act Licenses

  	
   

  	
  16

  
	
  ARTICLE SEVEN

  	
   

  	
  CONCERNING THE OWNER TRUSTEE

  	
   

  	
  16

  
	
  Section 7.01.

  	
   

  	
  Acceptance
  of Trusts and Duties

  	
   

  	
  16

  
	
  Section 7.02.

  	
   

  	
  Furnishing
  of Documents

  	
   

  	
  17

  
	
  Section 7.03.

  	
   

  	
  Representations
  and Warranties

  	
   

  	
  17

  
	
  Section 7.04.

  	
   

  	
  Reliance;
  Advice of Counsel

  	
   

  	
  18

  
	
  Section 7.05.

  	
   

  	
  Not
  Acting in Individual Capacity

  	
   

  	
  18

  
	
  Section 7.06.

  	
   

  	
  Owner
  Trustee Not Liable for Trust Certificate, Notes or Contracts

  	
   

  	
  18

  
	
  Section 7.07.

  	
   

  	
  Owner
  Trustee May Own Trust Certificate and Notes

  	
   

  	
  19

  
	
  ARTICLE EIGHT

  	
   

  	
  COMPENSATION OF OWNER TRUSTEE

  	
   

  	
  19

  
	
  Section 8.01.

  	
   

  	
  Owner
  Trustee’s Fees and Expenses

  	
   

  	
  19

  
	
  Section 8.02.

  	
   

  	
  Indemnification

  	
   

  	
  19

  
	
  Section 8.03.

  	
   

  	
  Payments
  to the Owner Trustee

  	
   

  	
  19

  
	
  ARTICLE NINE

  	
   

  	
  TERMINATION OF TRUST AGREEMENT

  	
   

  	
  20

  
	
  Section 9.01.

  	
   

  	
  Termination
  of Trust Agreement

  	
   

  	
  20

  
	
  ARTICLE TEN

  	
   

  	
  SUCCESSOR OWNER TRUSTEES AND
  ADDITIONAL OWNER TRUSTEES

  	
   

  	
  20

  
	
  Section 10.01.

  	
   

  	
  Eligibility
  Requirements for Owner Trustee

  	
   

  	
  20

  
	
  Section 10.02.

  	
   

  	
  Resignation
  or Removal of Owner Trustee

  	
   

  	
  21

  
	
  Section 10.03.

  	
   

  	
  Successor
  Owner Trustee

  	
   

  	
  21

  
	
  Section 10.04.

  	
   

  	
  Merger
  or Consolidation of Owner Trustee

  	
   

  	
  22

  
	
  Section 10.05.

  	
   

  	
  Appointment
  of Co-Trustee or Separate Trustee

  	
   

  	
  22

  
	
  ARTICLE ELEVEN

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  23

  
	
  Section 11.01.

  	
   

  	
  Supplements
  and Amendments

  	
   

  	
  23

  
	
  Section 11.02.

  	
   

  	
  No
  Legal Title to Trust Estate in Owner

  	
   

  	
  24

  
	
  Section 11.03.

  	
   

  	
  Limitations
  on Rights of Others

  	
   

  	
  24

  
	
  Section 11.04.

  	
   

  	
  Notices

  	
   

  	
  24

  
	
  Section 11.05.

  	
   

  	
  Severability
  of Provisions

  	
   

  	
  25

  
	
  Section 11.06.

  	
   

  	
  Counterparts

  	
   

  	
  25

  
	
  Section 11.07.

  	
   

  	
  Successors
  and Assigns

  	
   

  	
  25

  
	
  Section 11.08.

  	
   

  	
  Covenants
  of the Trust Depositor

  	
   

  	
  25

  
	
  Section 11.09.

  	
   

  	
  No
  Petition

  	
   

  	
  25

  
	
  Section 11.10.

  	
   

  	
  No
  Recourse

  	
   

  	
  26

  
	
  Section 11.11.

  	
   

  	
  Headings

  	
   

  	
  26

  
	
  Section 11.12.

  	
   

  	
  Governing
  Law

  	
   

  	
  26

  
	
  Section 11.13.

  	
   

  	
  Trust
  Certificate Transfer Restrictions

  	
   

  	
  26

  
	
  Section 11.14.

  	
   

  	
  Trust
  Depositor Payment Obligation

  	
   

  	
  26

  
	
  Section 11.15.

  	
   

  	
  Certificateholder’s
  TALF-Related Signing Authority

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A 
  -  Form of Certificate of
  Trust

  	
   

  	
  A-1

  
	
  Exhibit B 
  -  Form of Trust
  Certificate

  	
   

  	
  B-1

  



 


ii

















 


TRUST AGREEMENT dated as of April 15, 2009,
between HARLEY-DAVIDSON CUSTOMER FUNDING CORP., a Nevada corporation, as Trust
Depositor (the “Trust Depositor”), and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as owner trustee (the  “Owner Trustee”).


 


WHEREAS, in connection herewith, the Trust Depositor
is willing to assume certain obligations pursuant hereto; and


 


WHEREAS, in connection herewith, the Trust Depositor
is willing to purchase the initial Trust Certificate (as defined herein) to be
issued pursuant to this Agreement and to assume certain obligations pursuant
hereto;


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


ARTICLE ONE


 


DEFINITIONS


 


Section 1.01.        Capitalized
Terms.  Except as otherwise provided in this
Agreement, whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the following meanings:


 


“Administration  Agreement” means the Administration
Agreement, dated as of May 1, 2009, among the Trust, the Trust Depositor,
the Indenture Trustee and Harley-Davidson Credit, as administrator.


 


“Agreement”
means this Trust Agreement, as the same may be amended and supplemented from
time to time.


 


“Benefit Plan”
means (i) an employee benefit plan (as such term is defined in Section 3(3) of
ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Code or (iii) any entity
whose underlying assets include plan assets by reason of an employee benefit
plan’s or a plan’s investment in the entity.


 


“Certificate Distribution
Account” means the account established and maintained as such
pursuant to Section 5.01.


 


“Certificate of Trust”
means the Certificate of Trust filed for the Trust pursuant to Section 3810(a) of
the Statutory Trust Statute, substantially in the form of Exhibit A
hereto.


 


“Certificate Register”
and “Certificate Registrar” mean the register
maintained and the registrar (or any successor thereto) appointed pursuant to Section 3.04.


 


“Certificateholder”
or “Holder” means with respect to a Trust
Certificate the Person in whose name a Trust Certificate is registered in the
Certificate Register.


 


1

















 


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


 


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


 


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


 


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


 


“Expenses” shall
have the meaning assigned to such term in Section 8.02.


 


“Harley-Davidson Credit”
means Harley-Davidson Credit Corp., a Nevada corporation.


 


“Indemnified Parties”
shall have the meaning assigned to such term in Section 8.02.


 


“Indenture”  means the Indenture dated as of May 1,
2009 between the Trust and The Bank of New York Mellon Trust Company, N.A.


 


“Owner” means
each Holder of a Trust Certificate.


 


“Owner Trustee”
means Wilmington Trust Company, a Delaware corporation, not in its individual
capacity but solely as owner trustee under this Agreement, and any successor
Owner Trustee hereunder.


 


“Owner Trustee Corporate
Trust Office” means the office of the Owner Trustee at which its
corporate trust business shall be administered, which initially shall be Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001 Attn:
Corporate Trust Administration, or such other office at such other address as
the Owner Trustee may designate from time to time by notice to the
Certificateholder, the Servicer, the Indenture Trustee, the Trust Depositor and
Harley-Davidson Credit.


 


“Paying Agent”
means any paying agent or co-paying agent appointed pursuant to Section 3.10.


 


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


 


“Qualified Institutional
Buyer” means a “qualified institutional buyer” as defined in Rule 144A
under the Securities Act.


 


“Record Date”
means, with respect to any Distribution Date, the last Business Day of the
preceding calendar month.


 


“Sale and Servicing
Agreement”  means the Sale
and Servicing Agreement, dated as of May 1, 2009, among the Trust, as
Issuer, the Trust Depositor, Harley-Davidson Credit, as servicer, and The Bank
of New York Mellon Trust Company, N.A., as Indenture Trustee, as the same may
be amended or supplemented from time to time.


 


2

















 


“Secretary of State”  means the Secretary of State of the State of Delaware.


 


“Statutory Trust Statute”
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
§ 3801 et seq., as the same may be amended from
time to time.


 


“Tax Matters Partner”
shall have the meaning provided in Section 5.04(b) hereof.


 


“Treasury Regulations”
means regulations, including proposed or temporary regulations, promulgated
under the Code.  References herein to
specific provisions of proposed or temporary regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.


 


“Trust” means
the trust established by this Agreement.


 


“Trust Certificate”
means a trust certificate evidencing the beneficial equity interest of an Owner
in the Trust, substantially in the form of Exhibit B
hereto.


 


“Trust Depositor”
means Harley-Davidson Customer Funding Corp. in its capacity as Trust Depositor
hereunder, and its successors.


 


“Trust Estate”
means all right, title and interest of the Trust in and to the property and
rights assigned to the Trust pursuant to Article Two of the Sale and
Servicing Agreement, all funds on deposit from time to time in the Trust
Accounts and the Certificate Distribution Account, all other property of the
Trust from time to time, including any rights of the Owner Trustee and the
Trust pursuant to the Sale and Servicing Agreement and the Administration
Agreement.


 


Section 1.02.        Other
Definitional Provisions.  Capitalized terms used that
are not otherwise defined herein shall have the meanings ascribed thereto in
the Sale and Servicing Agreement or, if not defined therein, in the Indenture.


 


Section 1.03.        Usage
of Terms.  With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to “writing”
include printing, typing, lithography and other means of reproducing words in a
visible form; references to agreements and other contractual instruments
include all amendments, modifications and supplements thereto or any changes
therein entered into in accordance with their respective terms and not
prohibited by this Agreement; references to Persons include their permitted
successors and assigns; and the term “including”  means  “including without limitation”.


 


Section 1.04.        Section References. 
All section references, unless otherwise indicated, shall be to Sections
in this Agreement.


 


Section 1.05.        Accounting
Terms.  All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States.


 


3





















 


ARTICLE TWO


 


ORGANIZATION


 


Section 2.01.        Name. 
The Trust created hereby shall be known as “Harley-Davidson  Motorcycle Trust 2009-1”, in which
name the Owner Trustee may conduct the activities of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.


 


Section 2.02.        Office. 
The office of the Trust shall be in care of the Owner Trustee at the
Owner Trustee Corporate Trust Office or at such other address in Delaware as
the Owner Trustee may designate by written notice to the Owners and the Trust
Depositor.


 


Section 2.03.        Purposes
and Powers.


 


(a)          The
sole purpose of the Trust is to manage the Trust Estate and collect and
disburse the periodic income therefrom for the use and benefit of the Owners,
and in furtherance of such purpose to engage in the following ministerial
activities:


 


(i)            to issue the Notes pursuant to the
Indenture and the Trust Certificates pursuant to this Agreement and to sell the
Notes;


 


(ii)           with the proceeds of the sale of the
Notes, to purchase the Contracts, to fund the Reserve Fund and to pay the
organizational, start-up and transactional expenses of the Trust and to pay the
balance to the Trust Depositor pursuant to the Sale and Servicing Agreement;


 


(iii)          to assign, grant, transfer, pledge,
mortgage and convey the Trust Estate pursuant to the Indenture and to hold,
manage and distribute to the Owners pursuant to the Sale and Servicing
Agreement any portion of the Trust Estate released from the Lien of, and
remitted to the Trust pursuant to, the Indenture;


 


(iv)          to enter into and perform its
obligations under the Transaction Documents to which it is to be a party;


 


(v)           to enter into derivative transactions
in connection with the Notes or otherwise;


 


(vi)          to execute and deliver and, as
applicable, enter into and perform its obligations under, one or more
certifications as to TALF eligibility, one or more indemnity undertakings and
other documents, certificates, notices, press releases, agreements and
instruments contemplated thereby or related thereto or otherwise necessary or
incidental to qualifying the Class A Notes as “eligible collateral” under
the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan
Facility;


 


(vii)         to engage in those activities,
including entering into agreements, that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith;
and


 


4





















 


(viii)        subject to compliance with the
Transaction Documents, to engage in such other activities as may be required in
connection with conservation of the Trust Estate and the making of
distributions to the Owners and the Noteholders.


 


The Trust shall not engage in any activities other than in connection
with the foregoing.  Nothing contained
herein shall be deemed to authorize the Owner Trustee to engage in any business
operations or any activities other than those set forth in the introductory
sentence of this Section.  Specifically,
the Owner Trustee shall have no authority to engage in any business operations,
or acquire any assets other than those specifically included in the Trust
Estate under Section 1.01, or otherwise vary the assets held by the
Trust.  Similarly, the Owner 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 the introductory sentence of this Section. 
Notwithstanding Section 2.03(a)(iii) above, the Trust shall
not assign, sell or transfer the Contracts except as contemplated or permitted
by the Indenture or the Sale and Servicing Agreement, without the prior consent
of the Trust Depositor.


 


Section 2.04.        Appointment
of Owner Trustee.  The Trust Depositor hereby appoints the Owner
Trustee as trustee of the Trust effective as of the date hereof, to have all
the rights, powers and duties set forth herein, and the Owner Trustee hereby
accepts such appointment.


 


Section 2.05.        Initial
Capital Contribution of Owner Trust Estate.  The Trust
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. 
The Owner Trustee hereby acknowledges receipt in trust from the Trust
Depositor, as of the date hereof, of the foregoing contribution, which shall
constitute the initial Trust Estate.  The
Trust Depositor shall pay organizational expenses of the Trust as they may
arise or shall, upon the request of the Owner Trustee, promptly reimburse the
Owner Trustee for any such expenses paid by the Owner Trustee.


 


Section 2.06.        Declaration
of Trust.  The Owner Trustee hereby declares that it
will hold the Trust Estate in trust upon and subject to the conditions set
forth herein for the sole purpose of conserving the Trust Estate and collecting
and disbursing the periodic income therefrom for the use and benefit of the
Owners, subject to the obligations of the Trust under the Transaction
Documents.  It is the intention of the
parties hereto that the Trust constitute a statutory trust under the Statutory
Trust Statute and that this Agreement constitute the governing instrument of
such statutory trust.  Effective as of
the date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and in the Statutory Trust Statute for the sole purpose and to the
extent necessary to accomplish the purpose of this Trust as set forth in the
introductory sentence of Section 2.03.


 


Section 2.07.        Liability
of Trust Depositor.


 


(a)           All liabilities of the Trust, to the
extent not paid by a third party, are and shall be obligations of the Trust and
when due and payable shall be satisfied out of the Trust Estate.


 


(b)           Except as provided in the Statutory Trust
Statute, no Certificateholder shall be personally liable for any liability of
the Trust.


 


Section 2.08.        Title
to Trust Property.  Legal title to the Trust Estate shall be
vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any 


 


5





















 


part
of the Trust Estate to be vested in an 
Owner Trustee or Owner Trustees, in which case title shall be deemed to
be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the
case may be.


 


Section 2.09.        Situs
of Trust.  The Trust will be located and administered in
the State of Delaware.  All bank accounts
maintained by the Owner Trustee on behalf of the Trust shall be located in the
State of Illinois or the State of Delaware. 
The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or
prohibit the Owner Trustee from having employees within or without the State of
Delaware.  Payments will be received by
the Trust only in Delaware and payments will be made by the Trust only from
Delaware.  The only office of the Trust
will be at the Owner Trustee Corporate Trust Office.


 


Section 2.10.        Representations
and Warranties of the Trust Depositor.


 


The Trust Depositor hereby represents and warrants to
the Owner Trustee that:


 


(i)            The Trust Depositor is duly
organized and validly existing as a corporation organized and existing and in
good standing under the laws of the State of Nevada, with power and authority
to own its properties and to conduct its business and had at all relevant
times, and has, power, authority and legal right to acquire and own the
Contracts.


 


(ii)           The Trust Depositor is duly qualified
to do business as a foreign corporation in good standing and has obtained all
necessary licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business requires such qualifications,
and where the failure to so qualify or obtain such licenses and approvals would
have a material adverse effect on the Trust, the Contracts, the operations or
business of the Servicer, or the ability of the Trust Depositor to perform its
obligations under this Agreement.


 


(iii)          The Trust Depositor has the power and
authority to execute and deliver this Agreement and to carry out its terms; the
Trust Depositor has full power and authority to sell and assign the property to
be sold and assigned to and deposited with the Owner Trustee on behalf of the
Trust as part of the Trust Estate and has duly authorized such sale and
assignment and deposit with the Owner Trustee on behalf of the Trust by all
necessary corporate action; and the execution, delivery and performance of this
Agreement have been duly authorized by the Trust Depositor by all necessary
corporate action.


 


(iv)          The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the articles
of incorporation or bylaws of the Trust Depositor, or any indenture, agreement
or other instrument to which the Trust Depositor is a party or by which it is
bound; nor result in the creation or imposition of any Lien upon any of the
properties of the Trust Depositor pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Transaction
Documents); nor violate any law or any order, rule or regulation
applicable to the Trust Depositor of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Trust Depositor or its properties; which breach,
default, conflict, Lien or violation in any case would have a material adverse
effect 


 


6





















 


on the Trust, the
Contracts, the operations or business of the Servicer, or the ability of the
Trust Depositor to perform its obligations under this Agreement.


 


(v)           There are no proceedings or
investigations pending, or to the Trust Depositor’s best knowledge threatened,
before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Trust Depositor or its properties:
(A) asserting the invalidity of this Agreement, any of the other
Transaction Documents or the Trust Certificates, (B) seeking to prevent
the issuance of the Trust Certificates or the consummation of any of the
transactions contemplated by this Agreement or any of the other Transaction Documents,
(C) seeking any determination or ruling that might materially and
adversely affect the performance by the Trust Depositor of its obligations
under, or the validity or enforceability of, this Agreement, any of the other
Transaction Documents or the Trust Certificates or (D) involving the Trust
Depositor and which would adversely affect the federal income tax or other
federal, state or local tax attributes of the Trust Certificates.


 


Section 2.11.        Tax
Treatment.


 


It is the intention of the Trust Depositor that (i) so
long as there is only one Certificateholder, the Trust be disregarded as a
separate entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as
in effect for periods after January 1, 1997 (and, in such case, Trust
items of income, gain, loss and deduction for any month as determined for
federal income tax purposes shall be allocated entirely to the Trust Depositor
(or subsequent purchaser of the sole Trust Certificate) as the sole
Certificateholder and (ii) if there is more than one Certificateholder,
the Issuer shall be treated as a partnership for federal income, state and
local income and single business tax and any other income taxes.  The parties agree that, unless otherwise
required by appropriate tax authorities, the Trust will file or cause to be
filed annual or other necessary returns, reports and other forms consistent
with the characterization of the Trust as provided in the preceding sentence
for such tax purposes.


 


Section 2.12.        Texas State Tax Matters.


 


For purposes of Texas franchise taxes, it is the
intention of the parties that the Trust be classified (i) as a passive
entity within the meaning of Sections 171.0002 through 171.0004 of the Texas
Tax Code, and (ii) not as a “business trust” within the meaning of Treasury
Regulations Section 301.7701-4(b). 
The Trust Depositor and each Certificateholder, by acceptance of a
Certificate, agree to treat the Trust consistent with such intention, unless
otherwise required by law. 
Notwithstanding anything to the contrary contained herein, nothing in
this Agreement should be read to imply that the Trust is doing business in
Texas or has sufficient nexus with Texas in order for the Texas franchise tax
to apply to the Trust.


 


7
















 


ARTICLE THREE


 


TRUST CERTIFICATES AND TRANSFER OF INTERESTS


 


Section 3.01.        Initial Ownership. 
Upon the formation of the Trust by the contribution by the Trust
Depositor pursuant to Section 2.05 and until the issuance of the Trust
Certificates, the Trust Depositor shall be the sole beneficiary of the Trust.


 


Section 3.02.        The Trust Certificates. 
The Trust Certificates shall be issued in minimum denominations of
$100,000 and integral multiples thereof; provided, however, that one Trust
Certificate may be issued in such denomination as required to include any
residual amount.  The Trust Certificates
shall be substantially in the form of Exhibit B
hereto.  The Trust Certificates shall be
executed by the Owner Trustee on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee and shall be deemed to
have been validly issued when so executed. 
A Trust Certificate bearing the manual or facsimile signature of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Owner Trustee shall be a valid and binding obligation
of the Trust, notwithstanding that such individuals or any of them have ceased
to be so authorized prior to the authentication and delivery of such Trust
Certificate or did not hold such offices at the date of such Trust
Certificate.  Each Trust Certificate
shall be dated the date of its authentication.


 


Section 3.03.        Authentication and Delivery of Trust
Certificates.  The Owner Trustee shall cause to be authenticated
and delivered upon the order of the Trust Depositor, in exchange for the
Contracts and the other Trust Assets, simultaneously with the sale, assignment
and transfer to the Trust of the Contracts and other Trust Assets, and the
constructive delivery to the Owner Trustee of the Contract Files and the other
Trust Assets, a Trust Certificate duly authenticated by the Owner Trustee,
evidencing the entire ownership of the Trust. 
No Trust Certificate shall be valid for any purpose unless there appears
on such Trust Certificate a certificate of authentication substantially in the
form set forth in the form of Trust Certificate attached hereto as Exhibit B, executed by the Owner Trustee or its
authenticating agent, by manual signature, and such certificate upon any Trust
Certificate shall be conclusive evidence, and the only evidence, that such
Trust Certificate has been duly authenticated and delivered hereunder.  Upon issuance, authorization and delivery
pursuant to the terms hereof, the Trust Certificates will be entitled to the
benefits of this Agreement.


 


Section 3.04.        Registration of Transfer and Exchange of
Trust Certificates.


 


(a)          The Certificate Registrar shall keep
or cause to be kept, a Certificate Register, subject to such reasonable
regulations as it may prescribe.  The
Certificate Register shall provide for the registration of the Trust
Certificates and transfers and exchanges of the Trust Certificates as provided
herein.  The Owner Trustee is hereby
initially appointed Certificate Registrar for the purpose of registering the
Trust Certificates and transfers and exchanges of the Trust Certificates as
herein provided.  In the event that,
subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it
is unable to act as Certificate Registrar, the Servicer shall appoint another
bank or trust company, having an office or agency located in the City of
Chicago, Illinois, agreeing to act in accordance with the provisions of this
Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to
act as successor Certificate Registrar hereunder.


 


8





















 


(b)           Upon surrender for registration of
transfer of a Trust Certificate at the Owner Trustee Corporate Trust Office,
the Owner Trustee shall execute, authenticate and deliver (or shall cause its
authenticating agent to authenticate and deliver), in the name of the
designated transferee, a new Trust Certificate having the same aggregate
amount.


 


(c)           Every Trust Certificate presented or
surrendered for registration of transfer shall be accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Holder thereof or his attorney duly
authorized in writing.


 


(d)           No transfer of a Trust Certificate shall
be made unless such transfer is made in a transaction which does not require
registration or qualification under the Securities Act of 1933 or qualification
under any state securities or “Blue Sky” laws. 
Neither the Owner Trustee nor the Certificate Registrar shall effect the
registration of any transfer of a Trust Certificate unless prior to such
transfer the Owner Trustee shall have received an Opinion of Counsel that (x) the
transfer of such Trust Certificate is being made pursuant to an effective
registration under the Securities Act of 1933 or is exempt from the
registration requirements of the Securities Act of 1933 and (y) such transfer
will not cause the Trust to be treated as an association (or a publicly traded
partnership) taxable as a corporation for federal income tax purposes. 
Any transferee of a Trust Certificate must be either an Affiliate of the
Trust Depositor or a Qualified Institutional Buyer.


 


Notwithstanding anything
else to the contrary herein, any purported transfer of a Trust Certificate to
or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall
be void and of no effect.  The Owner
Trustee shall not be obligated to register any transfer of a Trust Certificate
unless each of the transferor and the transferee have certified to the Owner
Trustee that such transfer does not violate any of the transfer restrictions
stated herein.  The Owner Trustee shall
not be liable to any Person for registering any transfer based on such
certifications.


 


(e)           No service charge shall be made for any
registration of transfer or exchange of a Trust Certificate, but the Owner
Trustee may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer of a
Trust Certificate.


 


(f)            All Trust Certificates surrendered for
registration of transfer shall be canceled and subsequently destroyed by the
Owner Trustee.


 


Section 3.05.        Mutilated, Destroyed, Lost or Stolen
Trust Certificates.  If (i) any mutilated Trust Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Trust Certificate, and (ii) there is delivered to the Certificate
Registrar and the Owner Trustee such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of notice that such
Trust Certificate has been acquired by a bona fide purchaser, the Owner Trustee
on behalf of the Trust shall execute and the Owner Trustee or its
authenticating agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust
Certificate of like tenor and fractional undivided interest.  In connection with the issuance of any new
Trust Certificate under this Section, the Owner Trustee may require the payment
by the Holder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto. 
Any duplicate Trust Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Trust
Certificate shall be found at any time.


 


9





















 


Section 3.06.        Person Deemed Owner. 
Prior to due presentation of a Trust Certificate for registration of
transfer, the Owner Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name any Trust Certificate is
registered as the owner of such Trust Certificate for the purpose of receiving
distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar, any
Paying Agent or any of their respective agents shall be affected by any notice
of the contrary.


 


Section 3.07.        Access to List of Certificateholders’
Name and Address.  The Owner Trustee shall furnish or cause to
be furnished to the Servicer and the Trust Depositor, within 15 days after
receipt by the Certificate Registrar of a written request therefor from the
Servicer or the Trust Depositor, the name and address of the Certificateholder
as of the most recent Record Date in such form as the Servicer or the Trust
Depositor may reasonably require.  If
three or more Certificateholders or one or more Holders of Certificates
evidencing, in the aggregate, not less than 25% of the Certificate Balance
apply in writing to the Owner Trustee, and such application states that the
applicants desire to communicate with other Certificateholders with respect to
their rights under this Agreement or under the Certificates and such
application is accompanied by a copy of the communication that such applicants
propose to transmit, then the Owner Trustee shall, within five Business Days
after the receipt of such application, afford such applicants access during
normal business hours to the current list of Certificateholders.  Each Certificateholder, by receiving and holding
a Trust Certificate, agrees with the Servicer, the Trust Depositor and the
Owner Trustee that none of the Servicer, the Trust Depositor or the Owner
Trustee shall be held accountable by reason of the disclosure of any such
information as to the name and address of such Certificateholder hereunder,
regardless of the source from which such information was derived.


 


Section 3.08.        Maintenance of Office or Agency. 
The Owner Trustee shall maintain in Wilmington, Delaware, an office or
offices or agency or agencies where the Trust Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Owner Trustee in respect of the Trust Certificates and this Agreement
may be served.  The Owner Trustee hereby
designates the Owner Trustee Corporate Trust Office as its office for such
purposes.  The Owner Trustee shall give
prompt written notice to the Trust Depositor, the Servicer and to the
Certificateholder of any change in the location of the Certificate Register or
any such office or agency.


 


Section 3.09.        Trust Certificates. 
The Owner Trustee, on behalf of the Trust, shall execute, authenticate
and deliver, the initial Trust Certificate.


 


Section 3.10.        Appointment of Paying Agent. 
The Paying Agent shall make distributions to the Certificateholders from
the Certificate Distribution Account pursuant to Section 5.01(a) and
shall report the amounts of such distributions to the Owner Trustee.  The Paying Agent initially shall be
Wilmington Trust Company and any co-paying agent chosen by the Paying Agent
that is acceptable to the Owner Trustee. 
Each Paying Agent shall be permitted to resign as Paying Agent upon 30
days’ written notice to the Owner Trustee. 
In the event that Wilmington Trust Company shall no longer be the Paying
Agent, the Owner Trustee shall appoint a successor to act as Paying Agent
(which shall be a bank or trust company). 
The Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Owner Trustee to execute and deliver
to the Owner Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Owner Trustee that, as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholder in trust for the
benefit of the Certificateholder entitled thereto until such sums shall be paid
to such Certificateholder.  The Paying
Agent shall return all unclaimed funds to the 


 


10





















 


Owner
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Owner Trustee.  The provisions of Sections 7.01, 7.03, 7.04
and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for
so long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder.  Any reference in this Agreement to the Paying
Agent shall include any co-paying agent unless the context requires otherwise.


 


Section 3.11.        Ownership by Trust Depositor of Initial
Trust Certificates.  The Trust Depositor shall on the Closing Date
hold the 100% of the Trust Certificates.


 


Section 3.12.        Repayment of Trust Certificates. 
In the event of an optional purchase pursuant to Section 7.10 of
the Sale and Servicing Agreement, the Trust Certificates will be prepaid in
whole, but not in part, at an aggregate prepayment price equal to the aggregate
Certificate Balance of all the Trust Certificates.


 


ARTICLE FOUR


 


ACTIONS BY OWNER TRUSTEE AND CERTIFICATEHOLDERS


 


Section 4.01.        Prior Notice to Owners with Respect to
Certain Matters.  Subject to the provisions and limitation of Section 4.04,
with respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders in writing of the proposed action,
the Indenture Trustee shall have consented to such action in the event any Notes
are outstanding and the Owners shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that such Owners have
withheld consent or provided alternative direction:


 


(a)           the initiation of any claim or lawsuit by
the Trust (except claims or lawsuits brought in connection with the collection
of the Contracts) and the compromise of any action, claim or lawsuit brought by
or against the Trust (except with respect to the aforementioned claims or
lawsuits for collection of the Contracts);


 


(b)           the election by the Trust to file an
amendment to the Certificate of Trust (unless such amendment is required to be
filed under the Statutory Trust Statute);


 


(c)           the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any Noteholder is
required;


 


(d)           the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any Noteholder is
not required and such amendment materially and adversely affects the interest of
the Owners;


 


(e)           the amendment, change or modification of
the Administration Agreement, except to cure any ambiguity or to amend or
supplement any provision in a manner or add any provision that would not
materially and adversely affect the interests of the Owners; or


 


11





















 


(f)            the appointment pursuant to the Indenture
of a successor Note Registrar or Indenture Trustee or pursuant to this
Agreement of a successor Certificate Registrar, or the consent to the assignment
by the Note Registrar, Indenture Trustee or Certificate Registrar of its
obligations under the Indenture or the Agreement, as applicable.


 


Section 4.02.        Action by Owners with Respect to Certain
Matters.  Subject to the provisions and limitations of Section 4.04,
the Owner Trustee shall not have the power, except upon the direction of the
Owners, to (a) remove the Administrator pursuant to Section 8 of the
Administration Agreement, (b) appoint a successor Administrator pursuant
to Section 8 of the Administration Agreement, (c) except as expressly
provided in the Transaction Documents, sell the Contracts or other Trust Assets
after the termination of the Indenture, (d) initiate any claim, suit or
proceeding by the Trust or compromise any claim, suit or proceeding brought by
or against the Trust, (e) authorize the merger or consolidation of the
Trust with or into any other statutory trust or entity (other than in
accordance with Section 3.10 of the Indenture) or (f) amend the
Certificate of Trust.  The Owner Trustee
shall take the actions referred to in the preceding sentence only upon written
instructions assigned by the Owners.


 


Section 4.03.        Action by Owners with Respect to
Bankruptcy.  The Owner Trustee shall not have the power to
commence a voluntary proceeding in a bankruptcy relating to the Trust without
the prior approval of all Owners (including the Trust Depositor) and the
delivery to the Owner Trustee by each such Owner of a certificate certifying
that such Owner reasonably believes that the Trust is insolvent.


 


Section 4.04.        Restrictions on Owners’ Power. 
The Owners shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of the
Transaction Documents or would be contrary to the purpose of this Trust as set
forth in Section 2.03, nor shall the Owner Trustee be obligated to follow
any such direction, if given.


 


Section 4.05.        Majority of the Trust Certificates
Control.  Except as otherwise expressly provided
herein, any action that may be taken by the Certificateholders under this
Agreement may be taken by the Holders of the Trust Certificates evidencing not
less than a majority of the Certificate Balance.  Except as expressly provided herein, any
written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by Holders of the Trust Certificates evidencing
not less than a majority of the Certificate Balance at the time of the delivery
of such notice.


 


ARTICLE FIVE


 


APPLICATION OF TRUST FUNDS;


CERTAIN DUTIES


 


Section 5.01.        Establishment of Trust Account;
Application of Trust Funds.


 


(a)           On or before the Distribution Date on
which the Notes have been paid in full, the Owner Trustee, for the benefit of
the Certificateholders, shall establish and maintain (or shall cause to be
established and maintained) in the name of the Issuer an Eligible Account (the
“Certificate Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders.


 


12





















 


The Issuer shall possess all right, title and interest
in funds on deposit from time to time in the Certificate Distribution Account
and in the proceeds thereof.  Except as
otherwise expressly provided herein, the Certificate Distribution Account shall
be under the sole dominion and control of the Owner Trustee for the benefit of
the Certificateholders. If, at any time, the Certificate Distribution Account
ceases to be an Eligible Account, the Owner Trustee (or the Depositor on behalf
of the Owner Trustee, if the Certificate Distribution Account is not then held
by the Owner Trustee or an Affiliate thereof) shall within ten Business Days
establish a new Certificate Distribution Account as an Eligible Account and
shall transfer any cash and/or any investments to such new Certificate
Distribution Account. Monies on deposit in the Certificate Distribution Account
may be invested in Eligible Investments upon the terms set forth in Section 5.05
of the Sale and Servicing Agreement, as if the Certificate Distribution Account
were a “Trust Account”.


 


(b)           On each Distribution Date, the Paying
Agent will distribute to the Certificateholders from amounts on deposit in the
Certificate Distribution Account, on a pro rata basis in accordance with their
Certificate Balance, amounts received pursuant to Section 7.05 of the Sale
and Servicing Agreement with respect to such Distribution Date.


 


(c)           On each Distribution Date, the Paying
Agent shall send to the Certificateholders the statement or statements provided
to the Owner Trustee by the Servicer pursuant to Section 9.01 of the Sale
and Servicing Agreement with respect to such Distribution Date.


 


(d)           In the event that any withholding tax is
imposed on the Trust’s payment (or allocation of income) to the
Certificateholders, such tax shall reduce the amount otherwise distributable to
the Certificateholders in accordance with this Section.  The Paying Agent is hereby authorized and
directed to retain from amounts otherwise distributable to the Owners
sufficient funds for the payment of any tax that is legally owed by the Trust
(but such authorization shall not prevent the Owner Trustee from contesting any
such tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed
with respect to any Certificateholder shall be treated as cash distributed to
such Certificateholder at the time it is withheld by the Trust and remitted to
the appropriate taxing authority.  If
there is a possibility that withholding tax is payable with respect to a
distribution, the Paying Agent may in its sole discretion withhold such amounts
in accordance with the paragraph (c).


 


Section 5.02.        Method of Payment. 
Subject to Section 9.01(c) respecting the final payment upon
retirement of the Trust Certificates, distributions required to be made to the Certificateholders
of record on the related Record Date shall be made by check mailed to such
Certificateholders at the address of such Holders appearing in the Certificate
Register.


 


Section 5.03.        Accounting and Reports to the
Certificateholders, Owners, the Internal Revenue Service and Others. 
The Administrator shall (a) maintain (or cause to be maintained)
the books of the Trust on a calendar year basis and the accrual method of
accounting, (b) deliver to the Owners, as may be required by the Code and
applicable Treasury Regulations, such information as may be required to enable
each Owner to prepare its federal and state income tax returns, (c) file
such tax returns relating to the Trust and make such elections as from time to
time may be required or appropriate under any applicable state or federal
statute or any rule or regulation thereunder so as to maintain the federal
income tax treatment for the Trust as set forth in Section 2.11, (d) cause
such tax returns to be signed in the manner required by law and (e) collect
or cause to be collected any withholding tax as described in and in 


 


13





















 


accordance
with Section 5.01(c) with respect to income or distributions to
Owners.  The Owner Trustee shall elect under
Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Contracts.  If applicable, the Owner Trustee shall not
make the election provided under Section 754 or Section 761 of the
Code.


 


Section 5.04.        Signature on Returns; Tax Matters
Partner.


 


(a)           The Trust Depositor shall sign on behalf
of the Trust the tax returns of the Trust.


 


(b)           If subchapter K of the Code should be
applicable to the Trust, the Trust Depositor shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of
the Code and applicable Treasury Regulations.


 


ARTICLE SIX


 


AUTHORITY AND DUTIES OF OWNER TRUSTEE


 


Section 6.01.        General Authority. 
Subject to the provisions and limitations of Sections 2.03 and 2.06, the
Owner Trustee is authorized and directed to execute and deliver the Transaction
Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Transaction Documents
to which the Trust is to be a party and any amendment or other agreement, as
evidenced conclusively by the Owner Trustee’s execution thereof.  In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Trust pursuant to the Transaction Documents.  The Owner Trustee is further authorized from
time to time to take such action as the Administrator recommends with respect
to the Transaction Documents.


 


Section 6.02.        General Duties. 
Subject to the provisions and limitations of Sections 2.03 and 2.06, it
shall be the duty of the Owner Trustee to discharge (or cause to be discharged
through the Administrator) all of its responsibilities pursuant to the terms of
this Agreement and the Transaction Documents to which the Trust is a party and
to administer the Trust in the interest of the Owner, subject to the
Transaction Documents and in accordance with the provisions of this
Agreement.  Without limiting the
foregoing, the Owner Trustee shall on behalf of the Trust file and prove any
claim or claims that may exist against Harley-Davidson Credit in connection
with any claims paying procedure as part of an insolvency or receivership
proceeding involving Harley-Davidson Credit. 
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Transaction
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Transaction Document, and the Owner Trustee shall not be
held liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.


 


Section 6.03.        Action Upon Instruction.


 


(a)           Subject to Article Four, in
accordance with the terms of the Transaction Documents the Owners may by
written instruction direct the Owner Trustee in the management of the Trust.


 


14





















 


(b)           The Owner Trustee shall not be required
to take any action hereunder or under any other Transaction Document if the
Owner Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the Owner
Trustee or is contrary to the terms hereof or of any other Transaction Document
or is otherwise contrary to law.


 


(c)           Whenever the Owner Trustee is unable to
decide between alternative courses of action permitted or required by the terms
of this Agreement or under any other Transaction Document, the Owner Trustee
shall promptly give notice (in such form as shall be appropriate under the
circumstances) to the Owners requesting instruction as to the course of action
to be adopted, and to the extent the Owner Trustee acts in good faith in
accordance with any written instruction of the Owners received, the Owner
Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received
appropriate instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement and the
other Transaction Documents, as it shall deem to be in the best interests of
the Owners, and shall have no liability to any Person for such action or
inaction.


 


(d)           In the event that the Owner Trustee is
unsure as to the applicability of any provision of this Agreement or any other
Transaction Document or any such provision is ambiguous as to its application,
or is, or appears to be, in conflict with any other applicable provision, or in
the event that this Agreement permits any determination by the Owner Trustee or
is silent or is incomplete as to the course of action that the Owner Trustee is
required to take with respect to a particular set of facts, the Owner Trustee
may give notice (in such form as shall be appropriate under the circumstances)
to the Owners requesting instruction and, to the extent that the Owner Trustee
acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person.  If
the Owner Trustee shall not have received appropriate instruction within ten
days of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement or the other Transaction Documents, as it
shall deem to be in the best interests of the Owners, and shall have no
liability to any Person for such action or inaction.


 


Section 6.04.        No Duties Except as Specified in this
Agreement or in Instructions.  The Owner
Trustee shall not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, dispose of or otherwise deal with the Trust
Estate, or to otherwise take or refrain from taking any action under, or in
connection with, any document contemplated hereby to which the Owner Trustee is
a party, except as expressly provided by the terms of this Agreement or any document
or written instruction received by the Owner Trustee pursuant to Section 6.03;
and no implied duties or obligations shall be read into this Agreement or any
other Transaction Document against the Owner Trustee.  The Owner Trustee shall have no responsibility
for filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to prepare or file any Commission
filing for the Trust or to record this Agreement or any other Transaction
Document.  The Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any liens on any part of the Trust Estate that
result from actions by, or claims against, the Owner Trustee that are not
related to the ownership or the administration of the Trust Estate.


 


15





















 


Section 6.05.        No Action Except Under Specified
Documents or Instructions.  The Owner Trustee shall not
manage, control, use, sell, dispose of or otherwise deal with any part of the
Trust Estate except (i) in accordance with the powers granted to and the
authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in
accordance with the other Transaction Documents and (iii) in accordance
with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.


 


Section 6.06.        Restrictions. 
The Owner Trustee shall not take any action (i) that is
inconsistent with the purposes of the Trust set forth in Section 2.03 or (ii) that,
to the actual knowledge of the Owner Trustee, would result in the Trust’s
becoming taxable as a corporation for federal or state income tax
purposes.  The Owners shall not direct
the Owner Trustee to take actions that would violate the provisions of this
Section.


 


Section 6.07.        Pennsylvania Motor Vehicle Sales Finance
Act Licenses.  The Owner 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 the
transactions contemplated by the Transaction Documents until the lien and
security interest of the Indenture shall no longer be in effect in accordance
with its terms.


 


ARTICLE SEVEN


 


CONCERNING THE OWNER TRUSTEE


 


Section 7.01.        Acceptance of Trusts and Duties. 
The Owner Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to such trusts but only upon the
terms of this Agreement.  The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Trust Estate upon the terms of the Transaction Documents and this
Agreement.  The Owner Trustee shall not
be answerable or accountable hereunder or under any other Transaction Document
under any circumstances, except (i) for its own willful misconduct or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.03 expressly made by the Owner
Trustee.  In particular, but not by way
of limitation (and subject to the exceptions set forth in the preceding
sentence):


 


(a)           the Owner Trustee shall not be liable for
any error of judgment made by a responsible officer of the Owner Trustee;


 


(b)           the Owner Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in accordance
with the instructions of the Administrator or any Owner;


 


(c)           no provision of this Agreement or any
other Transaction Document shall require the Owner Trustee to expend or risk
funds or otherwise incur any financial liability in the performance of any of
its rights or powers hereunder or under any Transaction Document if the Owner
Trustee shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it;


 


16
















 


(d)          under no circumstances shall the Owner
Trustee be liable for indebtedness evidenced by or arising under any of the
Transaction Documents, including the principal of and interest on the Notes;


 


(e)          the Owner Trustee shall not be
responsible for or in respect of the validity or sufficiency of this Agreement
or for the due execution hereof by the Trust Depositor or for the form,
character, genuineness, sufficiency, value or validity of any of the Trust
Estate, or for or in respect of the validity or sufficiency of the Transaction
Documents, other than the certificate of authentication on the Trust
Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty, or obligation to any Noteholder or to any Owner, other than as
expressly provided for herein or expressly agreed to in the Transaction
Documents;


 


(f)           the Owner Trustee shall not be liable
for the default or misconduct of the Administrator, the Trust Depositor, the
Indenture Trustee or the Servicer under any of the Transaction Documents or
otherwise and the Owner Trustee shall have no obligation or liability to
perform the obligations of the Trust under this Agreement or the other
Transaction Documents that are required to be performed by the Administrator
under the Administration Agreement, the Indenture Trustee under the Indenture,
or the Servicer or the Trust Depositor under the Sale and Servicing Agreement;
and


 


(g)          the Owner Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by the Agreement,
or to institute, conduct or defend any litigation under this Agreement or
otherwise or in relation to this Agreement or any other Transaction Document,
at the request, order or direction of any Owner, unless such Owner has offered
to the Owner Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities that may be incurred by the Owner Trustee
therein or thereby.  The right of the
Owner Trustee to perform any discretionary act enumerated in this Agreement or
in any other Transaction Document shall not be construed as a duty, and the
Owner Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act.


 


Section 7.02.        Furnishing of Documents. 
The Owner Trustee shall furnish to the Owners promptly upon receipt of a
written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Transaction Documents.


 


Section 7.03.        Representations and Warranties. 
The Owner Trustee hereby represents and warrants to the Trust Depositor
and the Owners that:


 


(a)          It is a banking corporation duly
organized and validly existing in good standing under the laws of the State of
Delaware.  It has all requisite corporate
power and authority to execute, deliver and perform its obligations under this
Agreement.


 


(b)          It has taken all corporate action
necessary to authorize the execution and delivery by it of this Agreement, and
this Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf.


 


(c)          Neither the execution nor the delivery
by it of this Agreement, nor the consummation by it of the transactions
contemplated hereby nor compliance by it with any of the terms or 


 


17





















 


provisions
hereof will contravene any federal or Delaware law, governmental rule or
regulation governing the banking or trust powers of the Owner Trustee or any
judgment or order binding on it, or constitute any default under its charter
documents or bylaws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be
bound or result in the creation or imposition of any lien, charge or
encumbrance on the Trust Estate resulting from actions by or claims against the
Owner Trustee individually which are unrelated to this Agreement or the other
Transaction Documents.


 


Section 7.04.        Reliance; Advice of Counsel.


 


(a)          The Owner Trustee shall incur no
liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. 
The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect.  As to
any fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter
and such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance
thereon.


 


(b)          In the exercise or administration of
the trusts hereunder and in the performance of its duties and obligations under
this Agreement or the other Transaction Documents, the Owner Trustee (i) may
act directly or through its agents or attorneys pursuant to agreements entered
into by any of them, and the Owner Trustee shall not be liable for the conduct
or misconduct of such agents or attorneys as shall have been selected by the
Owner Trustee with reasonable care, and (ii) may consult with counsel,
accountants and other skilled persons to be selected with reasonable care and
employed by it.   The Owner Trustee shall
not be liable for anything done, suffered or omitted in good faith by it in
accordance with the written opinion or advice of any such counsel, accountants
or other such persons.


 


Section 7.05.        Not Acting in Individual Capacity. 
Except as provided in this Article Seven, in accepting the trusts
hereby created, Wilmington Trust Company acts solely as Owner Trustee hereunder
and not in its individual capacity, and all Persons having any claim against
the Owner Trustee by reason of the transactions contemplated by this Agreement
or any other Transaction Document shall look only to the Trust Estate for
payment or satisfaction thereof.


 


Section 7.06.        Owner Trustee Not Liable for Trust
Certificate, Notes or Contracts.  The recitals
contained herein and in the Trust Certificates (other than the signature and
countersignature of the Owner Trustee and the certificate of authentication on
the Trust Certificates) shall be taken as the statements of the Trust
Depositor, and the Owner Trustee assumes no responsibility for the correctness
thereof.  The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Transaction Document or the Trust Certificates (other than the signature and
countersignature of the Owner Trustee and the certificate of authentication on
the Trust Certificates) or the Notes, or of any Contract or related
documents.  The Owner Trustee shall at no
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Contract, or the perfection and priority of
any security interest created by any Contract in any Motorcycle or the
maintenance of any such perfection 


 


18





















 


and
priority, or for or with respect to the sufficiency of the Trust Estate or its
ability to generate the payments to be distributed to the Certificateholders
under this Agreement or the Noteholders under the Indenture or the Sale and
Servicing Agreement, including, without limitation, the existence, condition
and ownership of any Motorcycle; the existence and enforceability of any insurance
thereon; the existence and contents of any Contract on any computer or other
record thereof; the validity of the assignment of any Contract to the Trust or
of any intervening assignment; the completeness of any Contract; the
performance or enforcement of any Contract; the compliance by the Trust
Depositor or the Servicer with any warranty or representation made under any
Transaction Document or in any related document or the accuracy of any such
warranty or representation; or any action of the Administrator, the Indenture
Trustee or the Servicer or any subservicer taken in the name of the Owner
Trustee.


 


Section 7.07.        Owner Trustee May Own Trust
Certificate and Notes.  The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of a Trust
Certificate or Notes and may deal with the Trust Depositor, the Administrator,
the Indenture Trustee and the Servicer in banking transactions with the same
rights as it would have if it were not Owner Trustee.


 


ARTICLE EIGHT


 


COMPENSATION OF OWNER TRUSTEE


 


Section 8.01.        Owner Trustee’s Fees and Expenses. 
The Owner Trustee shall receive as compensation for its services
hereunder such fees as have been separately agreed upon between the Owner
Trustee and the Trust Depositor.  Additionally,
the Owner Trustee shall be entitled to be reimbursed by the Trust Depositor for
its other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may employ in connection with the exercise and performance
of its rights and its duties hereunder.


 


Section 8.02.        Indemnification. 
The Trust Depositor shall be liable as primary obligor for, and shall
indemnify the Owner Trustee and its successors, assigns and servants
(collectively, the  “Indemnified
Parties”) from and against, any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and
expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by
or asserted against the Owner Trustee or any Indemnified Party in any way
relating to or arising out of this Agreement, the other Transaction Documents,
the Trust Estate, the administration of the Trust Estate or the action or
inaction of the Owner Trustee hereunder, except only that the Trust Depositor
shall not be liable for or required to indemnify an Indemnified Party from and
against Expenses arising or resulting from any of the matters described in the
third sentence of Section 7.01.  The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement.  In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section, the
Owner Trustee’s choice of legal counsel shall be subject to the approval of the
Trust Depositor, which approval shall not be unreasonably withheld.


 


Section 8.03.        Payments to the Owner Trustee. 
Any amounts paid to the Owner Trustee pursuant to this Article shall
be deemed not to be a part of the Trust Estate immediately after such payment.


 


19





















 


ARTICLE NINE


 


TERMINATION OF TRUST AGREEMENT


 


Section 9.01.        Termination of Trust Agreement.


 


(a)          This Agreement (other than Article Eight)
and the Trust shall terminate and be of no further force or effect upon the
earlier of (i) final distribution by the Owner Trustee of all moneys or
other property or proceeds of the Trust Estate in accordance with the terms of
the Indenture, the Sale and Servicing Agreement and Article Five and (ii) the
expiration of 21 years from the death of the survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James’s, living on the date hereof.  The
bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall
not (i) operate to terminate this Agreement or the Trust, (ii) entitle
such Owner’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of all or
any part of the Trust or Trust Estate or (iii) otherwise affect the
rights, obligations and liabilities of the parties hereto.


 


(b)          Except as provided in Section 9.01(a),
neither the Trust Depositor nor any Holder shall be entitled to revoke or
terminate the Trust.


 


(c)          Notice of any termination of the
Trust, specifying the Distribution Date upon which the Certificateholders shall
surrender their Trust Certificates to the Paying Agent for payment of the final
distribution and cancellation, shall be given by the Owner Trustee by letter to
the Certificateholders mailed within five Business Days of receipt of notice of
such termination from the Servicer given pursuant to Section 10.01 of the
Sale and Servicing Agreement, stating (i) the Distribution Date upon or
with respect to which final payment of the Trust Certificates shall be made
upon presentation and surrender of the Trust Certificates at the office of the
Paying Agent therein designated, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Trust Certificates at the office of the Paying Agent therein
specified.  The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee) and
the Paying Agent at the time such notice is given to the
Certificateholders.  Upon presentation
and surrender of a Trust Certificate, the Paying Agent shall cause to be
distributed to the Certificateholders amounts distributable on such
Distribution Date pursuant to Section 5.01.


 


(d)          Upon the winding up of the Trust and
its termination, the Owner Trustee shall cause the Certificate of Trust to be
canceled by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 of the Statutory Trust
Statute.


 


ARTICLE TEN


 


SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES


 


Section 10.01.      Eligibility Requirements for Owner Trustee. 
The Owner Trustee shall at all times be a corporation satisfying the
provisions of Section 3807(a) of the Statutory Trust  Statute; authorized to 


 


20





















 


exercise
corporate trust powers; and (a) having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by federal or
state authorities; and having (or having a parent that has) a rating of at
least Baa3 by Moody’s; or (b) which the Rating Agencies have otherwise
indicated in writing is an entity acceptable to act as Owner Trustee
hereunder.  If such corporation shall
publish reports of condition at least annually pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
In case at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 10.02.


 


Section 10.02.      Resignation or Removal of Owner Trustee. 
The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the
Administrator.  Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee.  If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Owner Trustee.


 


If at any time the Owner
Trustee shall cease to be eligible in accordance with the provisions of Section 10.01
and shall fail to resign after written request therefor by the Administrator,
or if at any time the Owner Trustee shall be legally unable to act, or shall be
adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Owner Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Administrator, may remove
the Owner Trustee.  If the Administrator
shall remove the Owner Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee, and shall pay all fees owed to the outgoing Owner
Trustee.


 


Any resignation or
removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Owner Trustee
pursuant  to Section 10.03 and
payment of all fees and expenses owed to the outgoing Owner Trustee.  The Administrator shall provide notice of
such resignation or removal of the Owner Trustee to each Rating Agency.


 


Section 10.03.      Successor Owner Trustee. 
Any successor Owner Trustee appointed pursuant to Section 10.02
shall execute, acknowledge and deliver to the Administrator, and to its
predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner
Trustee shall become effective, and such successor Owner Trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement; and the
Administrator and the predecessor Owner Trustee shall execute and deliver such
instruments and do 


 


21





















 


such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.


 


No successor Owner
Trustee shall accept appointment as provided in this Section unless at the
time of such acceptance such successor Owner Trustee shall be eligible pursuant
to Section 10.01.


 


Upon acceptance of
appointment by a successor Owner Trustee pursuant to this Section, the
Administrator shall mail notice thereof to the Certificateholders, the
Indenture Trustee, the Noteholders and each Rating Agency.  If the Administrator shall fail to mail such
notice within ten days after acceptance of such appointment by the successor
Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed
at the expense of the Administrator.


 


Section 10.04.      Merger or Consolidation of Owner Trustee. 
Any corporation into which the Owner Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Owner Trustee, shall be the successor of the
Owner Trustee hereunder, without the execution or filing of any instrument or
any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; provided, that
such corporation shall be eligible pursuant to Section 10.01 and, provided, further, that the Owner Trustee shall mail notice
of such merger or consolidation to each Rating Agency.


 


Section 10.05.      Appointment of Co-Trustee or Separate
Trustee.  Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Estate or any financed
Motorcycle may at the time be located, the Administrator and the Owner Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Administrator and
Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or separate trustees, of all or any part of the Trust Estate,
and to vest in such Person, in such capacity, such title to the Trust or any
part thereof and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Administrator and the Owner
Trustee 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 Owner Trustee alone
shall have the power to make such appointment. 
No co-trustee or separate trustee under this Agreement shall be required
to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01
and no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.


 


Each separate trustee and
co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:


 


(a)          all
rights, powers, duties and obligations conferred or imposed upon the Owner
Trustee shall be conferred upon and exercised or performed by the Owner Trustee
and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the
Owner 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
Owner 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 


 


22

















 


Estate or any
portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of
the Owner Trustee;


 


(b)          no
trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and


 


(c)          the
Administrator and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.


 


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


 


Any separate trustee or
co-trustee may at any time appoint the Owner Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name.  If any separate trustee
or co-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 Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.


 


ARTICLE ELEVEN


 


MISCELLANEOUS


 


Section 11.01.      Supplements and Amendments.


 


(a)          The Agreement may be amended by the
Trust Depositor, and the Owner Trustee, without the consent of any of the
Noteholders or the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or to add any other provisions with
respect to matters or questions arising under this Agreement that shall not be
inconsistent with the provisions of this Agreement; provided,
however, that any such action shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Noteholder or Certificateholders.


 


(b)          This Agreement may also be amended
from time to time by the Trust Depositor, and the Owner Trustee, with the
consent of the Required Holders and the Holders of Trust Certificates
evidencing not less than a majority of the Certificate Balance, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement, or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however,
that no such amendment shall increase or reduce in any manner the amount of, or
accelerate or delay the timing of, (i) collections of payments on
Contracts or distributions that shall be required to be made for the benefit of



 


23





















 


the
Noteholders or the Certificateholders, or (ii) eliminate the
Certificateholders’ consent or reduce the aforesaid percentage of the
Outstanding Amount of the Notes required to consent to any such amendment,
without the consent of the Holder of all outstanding Notes and Trust
Certificates affected thereby.


 


(c)          Prior to the execution of any such
amendment or consent, the Trust Depositor shall furnish written notification of
the substance of such amendment or consent, together with a copy thereof, to
the Indenture Trustee, the Administrator and each Rating Agency.


 


(d)          Promptly after the execution of any
such amendment or consent, the Owner Trustee shall furnish written notification
of the substance of such amendment or consent to each Certificateholder.  It shall not be necessary for the consent of
any Certificateholder, the Noteholders or the Indenture Trustee pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.  The manner of obtaining such
consents (and any other consents of the Certificateholders provided for in this
Agreement or in any other Transaction Document) and of evidencing the
authorization of the execution thereof by the Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.


 


(e)          Promptly after the execution of any
amendment to the Certificate of Trust, the Owner Trustee shall cause the filing
of such amendment with the Secretary of State.


 


(f)           Prior to the execution of any
amendment to this Agreement or the Certificate of Trust, the Owner Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this
Agreement.  The Owner Trustee may, but
shall not be obligated to, enter into any such amendment that affects the Owner
Trustee’s own rights, duties or immunities under this Agreement or otherwise.


 


Section 11.02.      No Legal Title to Trust Estate in Owners. 
No Owner shall have legal title to any part of the Trust Estate.  The Owners shall be entitled to receive
distributions with respect to their undivided ownership interest herein only in
accordance with Articles Five and Nine. 
No transfer, by operation of law or otherwise, of any right, title or
interest of the Owners to and in their ownership interest in the Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle
any transferee to an accounting or to the transfer to it of legal title to any
part of the Trust Estate.


 


Section 11.03.      Limitations on Rights of Others. 
Except for Section 2.07, the provisions of this Agreement are
solely for the benefit of the Owner Trustee, the Trust Depositor, the Owners,
the Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement (other than Section 2.07),
whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.


 


Section 11.04.      Notices.  All notices,
demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon
receipt when sent through the U.S. mails, registered or certified mail, return
receipt requested, postage prepaid, with such receipt to be effective the date
of delivery indicated on the return receipt, or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally delivered
to an Authorized Officer of the party to which sent, or (d) on the date
transmitted by legible telecopier transmission with a confirmation of receipt,
in all 


 


24





















 


cases
addressed to the recipient at the address for such recipient set forth in the
Sale and Servicing Agreement.


 


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.      Severability of Provisions. 
If any one or more of the covenants, agreements, provisions, or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Trust Certificates or the rights of the Holder
thereof.


 


Section 11.06.      Counterparts. 
This Agreement 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 11.07.      Successors and Assigns. 
All covenants and agreements contained herein shall be binding upon, and
inure to the benefit of, each of the Trust Depositor, and the Owner Trustee and
their respective successors and permitted assigns and each Owner and its
successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent,
waiver or other instrument or action by an Owner shall bind the successors and
assigns of such Owner.


 


Section 11.08.      Covenants of the Trust Depositor. 
In the event that any litigation with claims in excess of $1,000,000 to
which the Trust Depositor is a party which shall be reasonably likely to result
in a material judgment against the Trust Depositor that the Trust Depositor
will not be able to satisfy shall be commenced, during the period beginning
immediately following the commencement of such litigation and continuing until
such litigation is dismissed or otherwise terminated (and, if such litigation
has resulted in a final judgment against the Trust Depositor, such judgment has
been satisfied), the Trust Depositor shall not pay any dividend to the
Servicer, or make any distribution on or in respect of its capital stock to the
Servicer, or repay the principal amount of any indebtedness of the Trust
Depositor held by the Servicer, unless (i) after giving effect to such
payment, distribution or repayment, the Trust Depositor’s liquid assets shall
not be less than the amount of actual damages claimed in such litigation or (ii) the
Rating Agencies shall not downgrade the then existing rating on the Certificate
with respect to any such payment, distribution or repayment.


 


Section 11.09.      No Petition.


 


(a)          The Trust Depositor will not at any time
institute against the Trust any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Trust Certificates, the Notes, this Agreement or any of the
other Transaction Documents.


 


(b)          The Owner Trustee, by entering into
this Agreement, each Certificateholder, by accepting a Trust Certificate, and
the Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Trust Depositor or the Trust, or join in any institution against
the Trust Depositor, or the Trust of, any bankruptcy proceedings under any
United States federal or state bankruptcy or similar law in connection 


 


25





















 


with
any obligations relating to the Trust Certificates, the Notes, this Agreement
or any of the other Transaction Documents.


 


Section 11.10.      No Recourse.  Each
Certificateholder by accepting a Trust Certificate acknowledges that such
Certificateholder’s Trust Certificate represents beneficial interests in the
Trust only and does not represent interests in or obligations of the Trust
Depositor, the Servicer, the Seller, the Administrator, the Owner Trustee, the
Indenture Trustee or any of the respective Affiliates (other than the Trust)
and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated in this Agreement, the Trust
Certificates or the other Transaction Documents.


 


Section 11.11.      Headings.  The headings
of the various Articles and Sections herein are for convenience of reference
only and shall not define or limit any of the terms or provisions hereof.


 


Section 11.12.      Governing Law. 
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


Section 11.13.      Trust Certificate Transfer Restrictions. 
No Trust Certificate may be acquired by or for the account of a Benefit
Plan.  By accepting and holding a Trust
Certificate, the Holder thereof shall be required to have represented and
warranted that it is not a Benefit Plan and that it is not acquiring and will
not hold such Trust Certificate for the account of, or with plan assets of, a
Benefit Plan.


 


Section 11.14.      Trust Depositor Payment Obligation. 
The Trust Depositor shall be responsible for payment of the
Administrator’s compensation pursuant to Section 3 of the Administration
Agreement and shall reimburse the Administrator for all expenses and
liabilities of the Administrator incurred thereunder.


 


Section 11.15.      Certificateholder’s TALF-Related Signing Authority. 
In connection with the Federal Reserve Bank of New York’s Term
Asset-Backed Securities Loan Facility (“TALF”), the
Trust Depositor shall be authorized to execute and deliver on behalf of the
Trust and cause the Trust to perform (i) any Term Asset-Backed Securities
Loan Facility Undertaking, (ii) any Certification as to TALF Eligibility, (iii) any
Indemnity Undertaking and (iv) any other documents, certificates,
agreements and instruments contemplated thereby or related thereto or otherwise
necessary or incidental to qualifying under TALF.  Any action taken on behalf of the Trust by
the Trust Depositor prior to the date hereof with respect to TALF, including
execution of any Indemnity Undertaking and Certificate as to TALF Eligibility,
is hereby ratified.


 


[signature page follows]


 


26

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective officers hereunto duly authorized, as of the day and year first
above written.


 


	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING CORP., as Trust Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry A.
  Glassgow

  
	
   

  	
  Printed Name: Perry
  A. Glassgow

  
	
   

  	
  Title: Vice President
  and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY, as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Christopher
  Murphy

  
	
   

  	
  Printed Name: J.
  Christopher Murphy

  
	
   

  	
  Title: Financial
  Services Officer

  



 


Signature Page to Trust

Agreement


 
















 


EXHIBIT A


 


FORM OF
CERTIFICATE OF TRUST OF


Harley-Davidson
Motorcycle Trust 2009-1


 


This Certificate of Trust
of Harley-Davidson Motorcycle Trust 2009-1 (the “Trust”),
dated
                              ,
2009, is being duly executed and filed by Wilmington Trust Company, a Delaware
banking corporation, as Owner Trustee, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. Code, §
3801 et seq.).


 


1.             Name.  The name of the statutory trust formed hereby
is Harley-Davidson Motorcycle Trust 2009-1.


 


2.             Delaware Trustee.  The name and business address of the Owner
Trustee of the Trust in the State of Delaware is Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware l9890.


 


IN WITNESS WHEREOF, the
undersigned, being the sole Owner Trustee of the Trust, has executed this
Certificate of Trust as of the date first above written.


 


	
   

  	
  WILMINGTON TRUST
  COMPANY, not in its individual capacity but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT B


 


FORM OF TRUST
CERTIFICATE


 


THIS TRUST CERTIFICATE REPRESENTS A BENEFICIAL
INTEREST IN THE TRUST (AS DEFINED BELOW) AND IS ENTITLED TO PAYMENTS AS
DESCRIBED IN THE SALE AND SERVICING AGREEMENT AND INDENTURE REFERRED TO HEREIN.


 


THIS TRUST CERTIFICATE DOES NOT REPRESENT AN
OBLIGATION OF OR AN INTEREST IN HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,
HARLEY-DAVIDSON CREDIT CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET
FORTH IN THE TRUST AGREEMENT.  THIS TRUST
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS
THE CONDITIONS SET FORTH IN SECTIONS 3.01, 3.04 AND 11.13 OF THE TRUST
AGREEMENT HAVE BEEN COMPLIED WITH.


 


NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
ACQUIRED OR HELD BY OR FOR THE ACCOUNT OF OR WITH THE ASSETS OF (A) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), THAT IS SUBJECT
TO TITLE I OF ERISA, (B) A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED OR (C) ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S
OR A PLAN’S INVESTMENT IN THE ENTITY (A “BENEFIT PLAN”).


 


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2009-1 CERTIFICATE


 


	
  NO.

  	
   

  	
  Initial
  Certificate Balance $[                       ]

  



 


THIS CERTIFIES THAT
Harley-Davidson Customer Funding Corp. is the registered owner of  100% of the non-assessable, fully-paid,
fractional undivided beneficial interest in the Harley-Davidson Motorcycle
Trust 2009-1 (the “Trust”) formed
by Harley-Davidson Customer Funding Corp., a Nevada corporation (the  “Trust Depositor”).


 


The Trust was created
pursuant to a Trust Agreement, dated as of April 15, 2009 (as amended and
supplemented from time to time, the “Trust Agreement”),
between the Trust Depositor, and Wilmington Trust Company, as owner trustee
(the “Owner Trustee”), a summary of certain of
the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in (i) the
Trust Agreement, (ii) the Sale and Servicing Agreement, dated as of May 1,
2009 (the “Sale and Servicing Agreement”), among
the Trust, the Trust Depositor, Harley-Davidson Credit Corp. (“Harley-Davidson Credit”), as Servicer (in such capacity, the
“Servicer”) and The Bank of New York
Mellon Trust Company, N.A., as Indenture Trustee (the “Indenture Trustee”)



 

















 


or (iii) the
Indenture, dated as of May 1, 2009 (the “Indenture”),
between the Trust and the Indenture Trustee.


 


This Trust Certificate is
the duly authorized Trust Certificate designated as “Harley-Davidson
Motorcycle Trust 2009-1 Certificate”   (the “Trust Certificate”).  Issued under the Indenture are four classes
of notes designated as “1.48890% Motorcycle
Contract Backed Notes, Class A-1”, “2.52% Motorcycle Contract Backed Notes, Class A-2”, “3.19% Motorcycle Contract
Backed Notes, Class A-3”  and “4.55% Motorcycle Contract Backed Notes, Class A-4”  (collectively, the “Notes”).  This Trust Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Holder of this Trust Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.  The property of the Trust includes, among
other things, (i) all the right, title and interest of the Trust Depositor
in and to the Contracts listed on the List of Contracts delivered on the
Closing Date (including, without limitation, all security interests and all
rights to receive payments which are collected pursuant thereto after the
Cutoff Date, including any liquidation proceeds therefrom, but excluding any
rights to receive payments which were collected pursuant thereto on or prior to
the Cutoff Date), (ii) all rights of the Trust Depositor under any
physical damage or other individual insurance policy (and rights under a “forced placed” policy, if any), any debt insurance policy or
any debt cancellation agreement relating to any such Contract, an Obligor or a
Motorcycle securing such Contract, (iii) all security interests in each
such Motorcycle, (iv) all documents contained in the related Contract
Files, (v) all rights (but not the obligations) of the Trust Depositor
under any related motorcycle dealer agreements between dealers (i.e., the
originators of such Contracts) and Harley-Davidson Credit, (vi) all rights
of the Trust Depositor in the Lockbox, the Lockbox Account and related Lockbox
Agreement to the extent they relate to such Contracts, (vii) all rights
(but not the obligations) of the Trust Depositor under the Transfer and Sale
Agreement, including but not limited to the Trust Depositor’s rights under Article V
thereof, (viii) the remittances, deposits and payments made into the Trust
Accounts from time to time and amounts in the Trust Accounts from time to time
(and any investments of such amounts), (ix) all rights of the Trust
Depositor to certain rebates of premiums and other amounts relating to
insurance policies, debt cancellation agreements, extended service contracts or
other repair agreements and other items financed under such Contracts and (x) all
proceeds and products of the foregoing.


 


Under the Trust
Agreement, there will be distributed on each a Distribution Date to the person
in whose name this Trust Certificate is registered as of the last Business Day
immediately preceding the calendar month in which such Distribution Date occurs
(each, a “Record Date”), such Certificateholder’s
fractional undivided beneficial interest in the amount to be distributed to
such Certificateholder on such Distribution Date.


 


The holder of this Trust
Certificate acknowledges and agrees that its rights to receive distributions in
respect of this Trust Certificate are subordinated to the rights of the
Noteholders to the extent described in the Sale and Servicing Agreement and the
Indenture.


 


It is the intention of
Harley-Davidson Credit, the Servicer, the Trust Depositor, Owner Trustee,
Indenture Trustee and the Certificateholders that, in the event there is only
one Certificateholder, the Trust be disregarded as a separate entity pursuant
to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for
periods after January 1, 1997.  The
Trust Depositor and the Certificateholders agree not to take any action
inconsistent with such intended federal income tax treatment.  Because for federal income tax purposes the
Trust will be disregarded as a separate entity, Trust items of income, gain,
loss and 


 

















 


deduction for any month
as determined for federal income tax purposes shall be allocated entirely to
the Trust Depositor (or subsequent purchaser of the Trust Certificate) as the
sole Certificateholder.


 


Solely in the event the
Trust Certificates are held by more than a single Certificateholder, it is the
intent of the Trust Depositor, the Servicer and the Certificateholders that,
solely for purposes of federal income, state and local income and single
business tax and any other income taxes, the Trust will be treated as a
partnership and the Certificateholders will be treated as partners in the
partnership.  The purchaser hereof and
the other Certificateholders, by acceptance of a Trust Certificate, agree to
treat, and to take no action inconsistent with the treatment of, the Trust
Certificates for such tax purposes as partnership interests in the Issuer.


 


Each Certificateholder,
by its acceptance of a Trust Certificate or beneficial interest in a Trust
Certificate, covenants and agrees that such Certificateholder will not at any
time institute against the Trust or the Trust Depositor, or join in any
institution against the Trust or the Trust Depositor, Harley-Davidson Credit or
the Servicer 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
Trust Certificate, the Notes, the Trust Agreement or any of the other
Transaction Documents.


 


Distributions on this
Trust Certificate will be made as provided in the Sale and Servicing Agreement
by wire transfer or check mailed to the Certificateholder of record in the
Certificate Register without the presentation or surrender of this Trust
Certificate or the making of any notation hereon.  Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final distribution on this Trust
Certificate will be made after due notice by the Owner Trustee of the pendency
of such distribution and only upon presentation and surrender of this Trust
Certificate at the office or agency maintained for that purpose by the Owner
Trustee in the City of Wilmington, Delaware.


 


Reference is hereby made
to the further provisions of this Trust Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the certificate of
authentication hereon shall have been executed by an authorized officer of the
Owner Trustee, by manual signature, this Trust Certificate shall not entitle
the holder hereof to any benefit under the Trust Agreement or any other
Transaction Document or be valid for any purpose.


 


THIS TRUST CERTIFICATE
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.


 

















 


[REVERSE OF
CERTIFICATE]


 


This Trust Certificate
does not represent an obligation of, or an interest in the Trust Depositor,
Harley-Davidson Credit, as the Seller or Servicer, the Owner Trustee, the
Indenture Trustee or any of their respective Affiliates (other than the Trust)
and no recourse may be had against such parties or their assets, except as
expressly set forth or contemplated herein or in the Trust Agreement or the
other Transaction Documents.  In
addition, this Trust Certificate is not guaranteed by any governmental agency
or instrumentality and is limited in right of payment to certain collections
and recoveries with respect to the Contracts and certain other amounts, in each
case as more specifically set forth herein and in the Sale and Servicing
Agreement.  A copy of each of the Sale
and Servicing Agreement and the Trust Agreement may be examined by any
Certificateholder upon written request during normal business hours at the
principal office of the Trust Depositor and at such other places, if any,
designated by the Trust Depositor.


 


The Trust Agreement
permits, with certain exceptions therein provided, the amendment thereof and
the modification of the rights and obligations of the Trust Depositor and the
rights of the Certificateholders under the Trust Agreement at any time by the
Trust Depositor and the Owner Trustee with the consent of the Holders of
Trust Certificates evidencing not less than a majority of the Certificate
Balance and the Required Holders.  Any such consent by the
Holder of this Trust Certificate shall be conclusive and binding on such Holder
and on all future Holders of this Trust Certificate and of any Trust
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent is made upon this Trust
Certificate.  The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Trust Certificates.


 


As provided in the Trust
Agreement and subject to certain limitations therein set forth, the transfer of
this Trust Certificate is registerable in the Certificate Register upon
surrender of this Trust Certificate for registration of transfer at the offices
or agencies of the Certificate Registrar, accompanied by a written instrument
of transfer in form satisfactory to the Owner Trustee and the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Trust Certificates of
authorized denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee. 
The initial Certificate Registrar appointed under the Trust Agreement is
the Owner Trustee.


 


The Owner Trustee, the
Certificate Registrar and any of their respective agents may treat the Person in
whose name this Trust Certificate is registered as the owner hereof for all
purposes, and none of the Owner Trustee, the Certificate Registrar or any such
agent shall be affected by any notice to the contrary.


 


The obligations and
responsibilities created by the Trust Agreement and the Trust created thereby
shall terminate upon the payment to the Certificateholders of all amounts
required to be paid to it pursuant to the Trust Agreement and the Sale and
Servicing Agreement and the disposition of all property held as part of the
Trust Estate.  The Servicer may at its
option purchase the Trust Estate at a price specified in the Sale and Servicing
Agreement, and such purchase of the Contracts and other property of the Trust
will affect early retirement of the Trust Certificates; however, such right of
purchase is exercisable only as of 


 

















 


any Distribution Date on
which the Pool Balance has declined to less than 10% of the Pool Balance on the
Cutoff Date.


 


This Trust Certificate
may not be acquired by a Benefit Plan. 
The Holder hereof, by accepting a beneficial interest in this Trust
Certificate, shall be required to have represented and warranted that it is not
a Benefit Plan and is not acquiring this Trust Certificate or an interest
therein for the account of, or with plan assets of, a Benefit Plan.


 

















 


IN WITNESS WHEREOF, the
Owner Trustee, on behalf of the Trust and not in its individual capacity, has
caused this Trust Certificate to be duly executed.


 


	
  Dated:

  	
  Harley-Davidson
  Motorcycle Trust 2009-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST
  COMPANY, not in its individual capacity but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is a Trust
Certificate referred to in the within-mentioned Trust Agreement.


 


	
  WILMINGTON TRUST
  COMPANY, not in its individual capacity but solely as Owner Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 

















 


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 Trust Certificate, and all rights
  thereunder, hereby irrevocably constituting and appointing

  
	
   

  
	
   

  
	
  to transfer said Trust Certificate on the books of
  the Certificate Registrar, with full power of substitution in the premises.

  
	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  
	
  Signature Guaranteed:

  



 


 


	
   

  	
   

  	
   

  
	
  NOTICE:
  Signature(s) must be guaranteed by an eligible guarantor institution.

  	
   

  	
  NOTICE: The signature
  to this assignment must correspond with the name of the registered owner as
  it appears on the face of the within Trust Certificate in every particular,
  without alteration or enlargement or any change whatever.