Exhibit 10.3


 


_____________________________________________________________________________


 


ADMINISTRATION AGREEMENT


 


among


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2022-A,


 


as Issuer,


 


HARLEY-DAVIDSON CREDIT CORP.,


 


as Administrator,


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


 


as Trust Depositor,


 


and


 


CITIBANK, N.A.,


 


as Indenture Trustee


 


 


Dated as of April 1, 2022


 


____________________________________________________________________________


 






     

     


    

 


TABLE OF CONTENTS


 


	Section 1.	Duties
    of the Administrator.	1
	Section 2.	Records	7
	Section 3.	Compensation	7
	Section 4.	Additional Information to
    be Furnished to the Issuer	7
	Section 5.	Independence of the Administrator	8
	Section 6.	No Joint Venture	8
	Section 7.	Other Activities of Administrator	8
	Section 8.	Term of Agreement; Resignation
    and Removal of Administrator	8
	Section 9.	Action upon Termination,
    Resignation or Removal	9
	Section 10.	Notices	9
	Section 11.	Amendments	10
	Section 12.	Successors and Assigns	10
	Section 13.	Governing Law	10
	Section 14.	Headings	10
	Section 15.	Counterparts; Originals	11
	Section 16.	Severability	11
	Section 17.	Not Applicable to Harley-Davidson
    in Other Capacities	11
	Section 18.	Limitation of Liability
    of Owner Trustee and Indenture Trustee	11
	Section 19.	Third-party Beneficiary	11
	Section 20.	Survivability	11



 






     

     


    

 





This Administration Agreement
(this “Agreement”), dated as of April 1, 2022, among Harley-Davidson Motorcycle Trust 2022-A (the “Issuer”),
Harley-Davidson Credit Corp. (together with its successors and assigns “Harley-Davidson Credit” and in its capacity
as administrator, the “Administrator”), Harley-Davidson Customer Funding Corp. (the “Trust Depositor”),
and Citibank, N.A., not in its individual capacity but solely as Indenture Trustee (together with its successors and assigns, the “Indenture
Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Issuer is issuing
the Notes pursuant to the Indenture, dated as of the date hereof (the “Indenture”), between the Issuer and the Indenture
Trustee (capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or the
Sale and Servicing Agreement);


 


WHEREAS, the Issuer has entered
into certain agreements in connection with the issuance of the Notes including (i) a Sale and Servicing Agreement, dated as of the
date hereof (the “Sale and Servicing Agreement”), among the Issuer, the Indenture Trustee, the Trust Depositor and
Harley-Davidson Credit, as servicer (together with its successors and assigns in such capacity, the “Servicer”), and
(ii) the Indenture (collectively referred to hereinafter as the “Transaction Documents”);


 


WHEREAS, pursuant to the Transaction
Documents, the Issuer and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the collateral
therefor pledged pursuant to the Indenture (the “Collateral”) and (ii) the beneficial ownership interest in the
Issuer;


 


WHEREAS, the Issuer and the
Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding
clause and to provide such additional services consistent with the terms of this Agreement and the Transaction Documents as the Issuer
and the Owner Trustee may from time to time request; and


 


WHEREAS, the Administrator
has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee
on the terms set forth herein;


 


NOW, THEREAFTER, in consideration
of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:


 


Section 1.         Duties
of the Administrator.


 


(a)            Duties
with respect to the Indenture.


 


(i)            The
Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Indenture
and the Sale and Servicing Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the
Issuer or the Owner Trustee under the Indenture. The Administrator shall monitor the performance of the Issuer and shall advise the Owner
Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Indenture. The Administrator
shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons of, all such documents, reports,
filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver
pursuant to the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the
Owner Trustee is required to take pursuant to the Indenture including, without limitation, such of the following as are required with
respect to the foregoing matters under the Indenture (references are to Sections of the Indenture):


 






     

     


    

 


(A)          the
duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the
location, or change in location, of the Note Register (Section 2.04);


 


(B)           the
notification of Noteholders of the final principal payment on their Notes (Section 2.07(b));


 


(C)           the
fixing or causing to be fixed of any special record date and the notification of the Indenture Trustee and Noteholders with respect to
special payment dates, if any (Section 2.07(c));


 


(D)           the
preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the
same to the Indenture Trustee (Section 2.02);


 


(E)            the
preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral
(Section 2.12);


 


(F)            the
maintenance of an office for registration of transfer or exchange of Notes (Section 3.02);


 


(G)           the
duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding
funds held in trust (Section 3.03);


 


(H)           the
direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);


 


(I)             the
obtaining and preservation of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement
included in the Collateral (Section 3.04);


 






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(J)            the
preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further
assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral other than
as prepared by the Servicer (Section 3.05);


 


(K)           the
delivery of the Opinion of Counsel on the Closing Date and certain other statements as to compliance with the Indenture (Sections 3.06
and 3.09);


 


(L)            the
identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its
duties under the Indenture (Section 3.07(b));


 


(M)          the
notification of the Indenture Trustee and each Rating Agency of an Event of Termination under the Sale and Servicing Agreement and of
the appointment of a Successor Servicer (Section 3.07(d));


 


(N)           the
duty to cause the Servicer to comply with Article Five and Article Nine of the Sale and Servicing Agreement (Section 3.14);


 


(O)           the
preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture
(Section 3.10(b) and Section 3.11(b));


 


(P)            the
delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each Event
of Termination by the Servicer under the Sale and Servicing Agreement (Section 3.18);


 


(Q)           the
delivery of written notice to each Rating Agency of amendments to the Sale and Servicing Agreement (Section 3.21);


 


(R)           the
monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s
Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);


 


(S)            the
compliance with any written directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable
manner if an Event of Default shall have occurred and be continuing and the delivery of written notice of such sale to the Rating Agencies
(Section 5.04);


 


(T)           the
preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee (Section 6.08);


 


(U)           the
preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written
instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections
6.08 and 6.10);


 






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(V)            the
delivery of notice to the Rating Agencies of a successor Indenture Trustee by merger, conversion or consolidation of the Indenture Trustee
(Section 6.09);


 


(W)           the
furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the
Note Registrar (Section 7.01);


 


(X)            the
opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s
Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust
Accounts (Sections 8.02 and 8.03);


 


(Y)            the
preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates,
if necessary, for the release of the Collateral (Sections 8.04 and 8.05);


 


(Z)            the
preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the
mailing to the Rating Agencies and the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);


 


(AA)        the
execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06);


 


(BB)         the
duty to notify each Rating Agency and the Indenture Trustee of redemption of the Notes (Section 10.01);


 


(CC)         the
preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests
by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));


 


(DD)         the
preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release
of property from the lien of the Indenture (Section 11.01(b));


 


(EE)          the
preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions
(Section 11.06);


 


(FF)          the
recording of the Indenture, if applicable (Section 11.15); and


 


(GG)         the
appointment of a successor Indenture Trustee (Section 6.08).


 


(ii)             The
Administrator will:


 


(A)            except
as otherwise expressly provided in the Indenture, which provides for the payment of the Indenture Trustee Fee, pay the Indenture Trustee’s
fees and reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by
the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements
of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;


 






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(B)            indemnify
the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense (including reasonable legal fees
and expenses) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration
of the transactions contemplated by the Indenture, including the reasonable costs and expenses of (i) defending themselves against
any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture and (ii) enforcing
this indemnity;


 


(C)            indemnify
the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad
faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust
Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise
or performance of any of their powers or duties under the Trust Agreement;


 


(D)            maintain
the effectiveness of all of the Issuer’s licenses required under the Pennsylvania Motor Vehicle Sales Finance Act in connection
with the Indenture and the transactions contemplated thereby until the lien and security interest of the Indenture shall no longer be
in effect in accordance with the terms thereof; and


 


(E)            (1) pay
the Asset Representations Reviewer fees and invoices and (2) reimburse the Asset Representation Reviewer travel expenses, dispute
resolution expenses, in each case as set forth in the Asset Representations Reviewer Agreement.


 


(b)            Additional
Duties.


 


(i)             In
addition to the duties set forth in Section 1(a)(i), the Administrator (A) shall perform such calculations and shall prepare
or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such
documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file
or deliver pursuant to the Transaction Documents or under Section 5.03 of the Trust Agreement; (B) shall make all determinations
relating to (x) the operational, administrative and technical feasibility of the use of Term SOFR as a Benchmark for the Floating
Rate Notes (pursuant to Section 7.13(b) of the Sale and Servicing Agreement), (y) any SOFR Adjustment Conforming Changes,
(pursuant to Section 7.13(b) of the Sale and Servicing Agreement) and (z) the occurrence of a Benchmark Transition Event
and the determination of any Benchmark Replacement (and any related determinations) and any applicable Benchmark Replacement Conforming
Changes (pursuant to Section 7.13(c) of the Sale and Servicing Agreement); (C) shall deliver on behalf of the Issuer or
the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents and the Trust Agreement;
(D) shall make all determinations relating to the Benchmark if the Benchmark is not 30-Day Average SOFR or Term SOFR; (E) shall
calculate the Interest Rate for the Class A-2b Notes; and (F) at the request of the Owner Trustee shall take all appropriate
action that the Issuer or the Owner Trustee are required to take pursuant to the Transaction Documents. In furtherance thereof, the Owner
Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant
to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator
the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports,
filings, instruments, certificates and opinions. Subject to Section 5, and in accordance with the directions of the Issuer, the Administrator
shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Transaction
Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer and are reasonably within
the capability of the Administrator.


 






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(ii)            Notwithstanding
anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for promptly notifying
the Owner Trustee in the event that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder
as contemplated in Section 5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required
to be withheld by the Owner Trustee pursuant to such provision.


 


(iii)            Notwithstanding
anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the
duties of the Owner Trustee set forth in Section 5.03(a), (c), (d), and (e), and the penultimate sentence of Section 5.03 of
the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that
the Owner Trustee shall retain responsibility for the distribution of information forms necessary to enable each Certificateholder to
prepare its federal and state income tax returns.


 


(iv)            If
the Administrator or any of its Affiliates is not the sole Certificateholder, the Administrator shall satisfy its obligations with respect
to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent
public accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder.


 


(v)            The
Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed
in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator
under the Trust Agreement.


 


(vi)            In
carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions
or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer
than would be available from unaffiliated parties.


 






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(c)            Non-Ministerial
Matters.


 


(i)            With
respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action
unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed
action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence,
“non-ministerial matters” shall include, without limitation:


 


(A)            the
amendment of or any supplement to the Indenture;


 


(B)            the
initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other
than in connection with the collection of the Contracts);


 


(C)            the
amendment, change or modification of any other Transaction Documents;


 


(D)            the
appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment
of successor Administrators or a successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and


 


(E)            the
removal of the Indenture Trustee.


 


(ii)            Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (A) make any payments to
the Noteholders under the Transaction Documents, (B) sell the Collateral pursuant to clause (iv) of Section 5.04 of the
Indenture, (C) take any other action that the Issuer directs the Administrator not to take on its behalf or (D) take any other
action which may be construed as having the effect of varying the investment of the Holders.


 


Section 2.            Records.
The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account
and records shall be accessible for inspection by the Issuer and the Owner Trustee at any time during normal business hours.


 


Section 3.            Compensation.
As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses
related thereto, the Administrator shall be entitled to a monthly fee which shall be solely an obligation of the Trust Depositor and shall
be in an amount as shall be agreeable to the Trust Depositor and the Administrator.


 


Section 4.            Additional
Information to be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.


 






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Section 5.            Independence
of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject
to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or
the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.


 


Section 6.            No
Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall
be construed to impose any liability as such on any of them, or (iii) shall be deemed to confer on any of them any express, implied
or apparent authority to incur any obligation or liability on behalf of the others.


 


Section 7.            Other
Activities of Administrator. Nothing herein shall prevent the Administrator or any Affiliate from engaging in other business or, in
its sole discretion, from acting in a similar capacity as an administrator for any other Person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.


 


Section 8.            Term
of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the termination of the Issuer,
upon which event this Agreement shall automatically terminate.


 


(a)            Subject
to Section 8(d) and Section 8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least
60 days’ prior written notice.


 


(b)            Subject
to Section 8(d) and Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator
with at least 60 days’ prior written notice.


 


(c)            Subject
to Section 8(d) and Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written
notice of termination from the Issuer to the Administrator if any of the following events shall occur:


 


(i)            the
Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not
cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuer);


 


(ii)            a
court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated
within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator
or any substantial part of its property or order the winding-up or liquidation of its affairs; or


 






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(iii)            the
Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of
its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general
assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.


 


The Administrator agrees that
if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuer
and the Indenture Trustee within seven days after the occurrence of such event.


 


(d)            No
resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator
shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms
of this Agreement in the same manner as the Administrator is bound hereunder.


 


(e)            The
appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect
to the proposed appointment.


 


(f)            Subject
to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale
and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator
under this Agreement.


 


Section 9.            Action
upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 8
or the resignation or removal of the Administrator pursuant to Section 8(a), (b), (c) or (f), the Administrator shall be entitled
to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator
shall forthwith upon such termination pursuant to Section 8 deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(a),
(b), (c) or (f), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist
the Issuer in making an orderly transfer of the duties of the Administrator.


 


Section 10.            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. mail, 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) upon receipt when sent through an overnight
courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted
by legible telecopier or electronic mail transmission with a confirmation of receipt, in all cases addressed to the recipient at the address
for such recipient set forth in the Sale and Servicing Agreement.


 






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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.            Amendments.
This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written
consent of the Owner Trustee but without the consent of the Noteholders, 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; provided that
such amendment will not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest
of any Noteholder. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and the Required
Holders 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 Noteholders; provided, however, that no such amendment may (i) increase or reduce
in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Contracts or distributions that are
required to be made for the benefit of the Noteholders or (ii) reduce the aforesaid percentage of the holders of Notes which are
required to consent to any such amendment, without the consent of the holders of all outstanding Notes. Notwithstanding the foregoing,
the Administrator may not amend this Agreement without the permission of the Trust Depositor, which permission shall not be unreasonably
withheld.


 


Section 12.            Successors
and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing
by the Issuer, the Indenture Trustee and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof.
An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as
the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent
of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the
Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which
such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator
is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.


 


Section 13.            Governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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 14.            Headings.
The section and subsection headings hereof have been inserted for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.


 






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Section 15.            Counterparts;
Originals. 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 agreement. The words “execution”, “signed”, “signature” and words of like import
in this Agreement or in any other certificate, agreement or document related to this Agreement shall include, in addition to manually
executed signature pages, images of manually executed signatures transmitted by facsimile or other electronic format (including “pdf”,
“tif” or “jpg”) and other electronic signatures (including DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including any contract or other record created, generated, sent, communicated, received or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, any State law based on the Uniform Electronic Transactions Act or the UCC.


 


Section 16.            Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 17.            Not
Applicable to Harley-Davidson Credit in Other Capacities. Nothing in this Agreement shall affect any obligation Harley-Davidson Credit
may have in any other capacity.


 


Section 18.            Limitation
of Liability of Owner Trustee and Indenture Trustee.


 


(a)            Notwithstanding
anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust, National Association, not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust, National Association
in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements
or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes
of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.


 


(b)            Notwithstanding
anything contained herein to the contrary, this Agreement has been countersigned by Citibank, N.A. not in its individual capacity but
solely as Indenture Trustee and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements
or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all
of which recourse shall be had solely to the assets of the Issuer.


 


Section 19.            Third-party
Beneficiary. The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder
and may enforce the provisions hereof as if it were a party hereto.


 


Section 20.            Survivability.
The obligations of the Administrator described in Section 1(a)(ii) hereof shall survive termination of this Agreement.


 


[signature page follows]


 






    	 	- 11 -	 



     


    

 


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


 


	 	HARLEY-DAVIDSON MOTORCYCLE TRUST 2022-A
	 	 
	 	By: 	Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
	 	 
	 	By:	 
	 	 	Printed Name:
	 	 	Title:
	 	 
	 	 
	 	HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,
	 	as Trust Depositor
	 	 
	 	By:	 
	 	 	Printed Name:
	 	 	Title:
	 	 
	 	 
	 	CITIBANK, N.A.,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	 	Printed Name:
	 	 	Title:
	 	 
	 	 
	 	HARLEY-DAVIDSON CREDIT CORP.,
	 	as Administrator
	 	 
	 	By:	 
	 	 	Printed Name:
	 	 	Title:



 


Signature Page to Administration Agreement


 






     

     


    

 


EXHIBIT A


 


LIMITED POWER OF ATTORNEY


 


State of Illinois                      )





) SS.





County of Cook                    )


 


KNOW ALL PERSONS BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association (the “Owner Trustee”), whose
principal executive office is located at 1100 North Market Street, Wilmington, Delaware Attention: Trust Administration, by and through
its duly elected and authorized officer, _________________________________________, on behalf of itself and of Harley-Davidson Motorcycle
Trust 2022-A (the “Issuer”), as Issuer, under the Administration Agreement, dated as of April 1, 2022 (the “Administration
Agreement”), among the Issuer, Harley-Davidson Customer Funding Corp., Citibank, N.A., as Indenture Trustee, and Harley-Davidson
Credit Corp., as Administrator, does hereby nominate, constitute and appoint Harley-Davidson Credit Corp., a Nevada corporation, each
of its officers from time to time and each of its employees authorized by it from time to time to act hereunder, jointly and each of them
severally, together or acting alone, its true and lawful attorney-in-fact, for the Owner Trustee and the Issuer in their name, place and
stead, in the sole discretion of such attorney-in-fact, to perform such calculations and prepare or cause the preparation by other appropriate
persons of, and to execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates
and opinions that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the Administration Agreement, and
to take any and all other action, as such attorney-in-fact may deem necessary or desirable in accordance with the directions of the Owner
Trustee and in connection with its duties as Administrator or successor Administrator under the Administration Agreement. Capitalized
terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Administration Agreement.


 


The Owner Trustee hereby ratifies
and confirms the execution, delivery and performance (whether before or after the date hereof) of the above-mentioned documents, reports,
filings, instruments, certificates and opinions, by the attorney-in-fact and all that the attorney-in-fact shall lawfully do or cause
to be done by virtue hereof.


 


The Owner Trustee hereby agrees
that no person or other entity dealing with the attorney-in-fact shall be bound to inquire into such attorney-in-fact’s power and
authority hereunder and any such person or entity shall be fully protected in relying on such power of authority.


 


This Limited Power of Attorney
may not be assigned without the prior written consent of the Owner Trustee. It is effective immediately and will continue until it is
revoked.


 





 






     

     


    

 


This Limited Power of Attorney
shall be governed and construed in accordance with the laws of the State of New York without reference to principles of conflicts of law.


 


Executed as of this 1st
day of April, 2022.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Owner Trustee
	 	 
	 	By:	 
	 	 	Printed Name:
	 	 	Title:



 






     

     


    

 


CERTIFICATE OF ACKNOWLEDGMENT OF





NOTARY PUBLIC


 


State of Delaware                 )





) SS.





County of New Castle         )


 


On _______ __, 2022 before
me, ______________________________________________


 


[Insert name and title of notary]


 


personally appeared _____________________________________________


 


 ̈           personally
known to me, or


 


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


 


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


 


	 	WITNESS my hand and official seal.
	 	 
	 	Signature: 	 
	 	 	Notary Public, State of Delaware
	 	 	My Commission Expires            [SEAL]