Exhibit 10.2


  


 



 


SALE AND SERVICING AGREEMENT


 


among


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2022-A,


as Issuer,


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


as Trust Depositor,


 


HARLEY-DAVIDSON CREDIT CORP.,


as Servicer


 


and


 


CITIBANK, N.A.,


as Indenture Trustee


 


 


Dated as of April 1, 2022





 


 






     


     


    

  


	 	 	Page
	 	 	 
	Table of Contents
	ARTICLE ONE DEFINITIONS	1
	Section 1.01.	Definitions	1
	Section 1.02.	Usage of Terms	18
	Section 1.03.	Section References	18
	Section 1.04.	Calculations	18
	Section 1.05.	Accounting Terms	18
	ARTICLE TWO TRANSFER OF CONTRACTS	19
	Section 2.01.	Closing	19
	Section 2.02.	Conditions to the Closing	19
	ARTICLE THREE REPRESENTATIONS AND WARRANTIES	21
	Section 3.01.	Representations and Warranties Regarding the Trust Depositor	21
	Section 3.02.	Representations and Warranties Regarding the Servicer	23
	Section 3.03.	Covenants and Agreements Regarding the EU Securitization Regulation and the UK Securitization Regulation	24
	ARTICLE FOUR PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS	24
	Section 4.01.	Custody of Contracts	24
	Section 4.02.	Filing	26
	Section 4.03.	Name Change or Relocation	26
	Section 4.04.	Costs and Expenses	26
	ARTICLE FIVE SERVICING OF CONTRACTS	26
	Section 5.01.	Responsibility for Contract Administration	26
	Section 5.02.	Standard of Care	27
	Section 5.03.	Records	27
	Section 5.04.	Inspection	27
	Section 5.05.	Trust Accounts	27
	Section 5.06.	Enforcement	29
	Section 5.07.	Trustees to Cooperate	30
	Section 5.08.	Costs and Expenses	30
	Section 5.09.	Maintenance of Security Interests in Motorcycles	30
	Section 5.10.	Successor Servicer/Lockbox Agreements	31
	Section 5.11.	Separate Entity Existence	31
	ARTICLE SIX THE TRUST DEPOSITOR	31
	Section 6.01.	Covenants of the Trust Depositor.	31
	Section 6.02.	Liability of Trust Depositor; Indemnities	33
	Section 6.03.	Merger or Consolidation of, or Assumption of the Obligations of, Trust Depositor; Certain Limitations	34
	Section 6.04.	Limitation on Liability of Trust Depositor and Others	35
	Section 6.05.	Trust Depositor Not to Resign	35
	ARTICLE SEVEN DISTRIBUTIONS; RESERVE FUND	36
	Section 7.01.	Monthly Distributions	36
	Section 7.02.	Fees	36
	Section 7.03.	Advances	36
	Section 7.04.	Reserved	37
	Section 7.05.	Distributions; Priorities	37
	Section 7.06.	Reserve Fund	38
	Section 7.07.	[Reserved]	39
	Section 7.08.	Purchase of Contracts for Breach of Representations and Warranties	39



  



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	Section 7.09.	Reassignment of Reacquired Contracts	40
	Section 7.10.	Servicer’s Purchase Option	41
	Section 7.11.	Purchase of Contracts for Breach of Servicing Obligations	41
	Section 7.12.	Dispute Resolution	41
	Section 7.13.	Calculation Agent; Benchmark Determination	44
	ARTICLE EIGHT EVENTS OF TERMINATION; SERVICE TRANSFER	46
	Section 8.01.	Events of Termination	46
	Section 8.02.	Waiver of Event of Termination	47
	Section 8.03.	Servicing Transfer	47
	Section 8.04.	Successor Servicer to Act; Appointment of Successor Servicer	48
	Section 8.05.	Notification Noteholders	48
	Section 8.06.	Effect of Transfer	48
	Section 8.07.	Database File	49
	Section 8.08.	Successor Servicer Indemnification	49
	Section 8.09.	Responsibilities of the Successor Servicer	49
	Section 8.10.	Limitation of Liability of Servicer	49
	Section 8.11.	Merger or Consolidation of Servicer	50
	Section 8.12.	Servicer Not to Resign	50
	Section 8.13.	Appointment of Subservicer	50
	ARTICLE NINE REPORTS	50
	Section 9.01.	Monthly Reports	50
	Section 9.02.	Officer’s Certificate	50
	Section 9.03.	Other Data	51
	Section 9.04.	Report on Assessment of Compliance with Servicing Criteria and Attestation; Annual Officer’s Certificate	51
	Section 9.05.	Monthly Reports to Noteholders	51
	Section 9.06.	Regulation AB.	53
	Section 9.07.	Information to Be Provided by the Indenture Trustee	53
	Section 9.08.	Exchange Act Reporting	54
	ARTICLE TEN TERMINATION	55
	Section 10.01.	Sale of Trust Assets	55
	ARTICLE ELEVEN MISCELLANEOUS	55
	Section 11.01.	Amendment	55
	Section 11.02.	Protection of Title to Trust	56
	Section 11.03.	Governing Law	57
	Section 11.04.	Notices	58
	Section 11.05.	Severability of Provisions	59
	Section 11.06.	Assignment	59
	Section 11.07.	Third Party Beneficiaries	59
	Section 11.08.	Counterparts; Originals	60
	Section 11.09.	Headings	60
	Section 11.10.	No Bankruptcy Petition; Disclaimer and Subordination	60
	Section 11.11.	Limitation of Liability of Owner Trustee and Indenture Trustee	61


 






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EXHIBITS


 


	Exhibit A	Form of Assignment	A-1
	Exhibit B	Form of Closing Certificate of Trust Depositor	B-1
	Exhibit C	Form of Closing Certificate of Seller/Servicer	C-1
	Exhibit D	Form of Servicing Officer Certification as to Monthly Report	D-1
	Exhibit E	Servicing Criteria to be Addressed in Indenture Trustee’s Assessment of Compliance	E-1
	Exhibit F	Form of Indenture Trustee’s Annual Certificate	F-1
	Exhibit G	Form of Certificate Regarding Reacquired Contracts	G-1
	Exhibit H	List of Contracts	H-1
	Exhibit I	Form of Monthly Report to Noteholders	I-1
	Exhibit J	Seller’s Representations and Warranties	J-1
	Exhibit K	Lockbox Bank and Lockbox Account	K-1


 






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THIS SALE AND SERVICING AGREEMENT,
dated as of April 1, 2022 (this “Agreement”), is entered into by and among Harley-Davidson Motorcycle Trust 2022-A
(together with its successors and assigns, the “Issuer” or the “Trust”), Harley-Davidson Customer
Funding Corp. (together with its successor and assigns, the “Trust Depositor”), Citibank, N.A. (solely in its capacity
as Indenture Trustee, together with its successors and assigns, the “Indenture Trustee”) and Harley-Davidson Credit
Corp. (solely in its capacity as Servicer, together with its successor and assigns, “Harley-Davidson Credit” or the
 “Servicer”).


 


WHEREAS, the Issuer desires
to acquire from the Trust Depositor a pool of fixed-rate, simple interest promissory notes and security agreements relating to the purchase
of new or used Harley-Davidson motorcycles (collectively, the “Contracts”) purchased by Harley-Davidson Credit and
subsequently sold by Harley-Davidson Credit to the Trust Depositor;


 


WHEREAS, the Trust Depositor
is willing to transfer and assign the Contracts to the Issuer pursuant to the terms hereof; and


 


WHEREAS, the Servicer is willing
to service the Contracts pursuant to the terms hereof;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained, the parties hereto agree as follows:


 


ARTICLE One


 


DEFINITIONS


 


Section 1.01.         
Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall
have the following meanings:


 


“30-Day Average SOFR”
means, for any Benchmark Determination Date, the average of SOFR for the preceding 30 calendar days, compounded daily on Business Days.


 


“Administration Agreement”
means the Administration Agreement, dated as of the date hereof, among the Issuer, Harley-Davidson Credit Corp. (in its capacity as administrator),
the Trust Depositor and the Indenture Trustee.


 


“ADR Organization” means The
American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer
permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected
by the Seller.


 


“ADR Rules” means the relevant
rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial
disputes in effect at the time of the mediation or arbitration.


 


“Advance”
means, with respect to any Distribution Date, the amounts, if any, deposited by the Servicer in the Collection Account for such Distribution
Date pursuant to Section 7.03.


 


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


 






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“Aggregate Principal
Balance” means the sum of the Principal Balances of each outstanding Contract.


 


“Agreement”
means this Sale and Servicing Agreement, as amended, supplemented or otherwise modified from time to time in accordance with the terms
hereof.


 


“Asset Representations Review Agreement”
means the Asset Representations Review Agreement, dated as of the date hereof, among the Issuer, the Servicer and the Asset Representations
Reviewer.


 


“Asset Representations
Reviewer” means Clayton Fixed Income Services LLC, a Delaware limited liability company.


 


“Asset Representations Reviewer Annual
Fee” means “Annual Fee” as such term is defined in the Asset Representations Review Agreement.


 


“Asset Representations Reviewer Fee”
means “Review Fee” as such term is defined in the Asset Representations Review Agreement.


 


“Available Monies”
means, with respect to any Distribution Date, the sum (without duplication) of (a) the following amounts received by the Servicer
on or in respect of the Contracts during the related Due Period: (i) all amounts received in respect of principal of and interest
on the Contracts, (ii) all Net Liquidation Proceeds, and (iii) all amounts received in respect of interest, dividends, gains,
income and earnings on investment of funds in the Trust Accounts as contemplated in Section 5.05(d), and (b) the following amounts
received on or prior to such Distribution Date: (i) the aggregate of the Purchase Prices for Contracts reacquired by the Trust Depositor
pursuant to Section 7.08 or moneys otherwise deposited in the Collection Account pursuant to such Section, (ii) all Advances
made by the Servicer pursuant to Section 7.03, (iii) all amounts paid by the Servicer in connection with an optional purchase
of the Contracts pursuant to Section 7.10, and (iv) the aggregate of the Purchase Prices for Contracts purchased by the Servicer
pursuant to Section 7.11.


 


“Benchmark”
means for an Interest Period (i) initially, 30-Day Average SOFR, (ii) if the Administrator has replaced the Benchmark with
Term SOFR, Term SOFR, or (iii) if a Benchmark Transition Event, its related Benchmark Replacement Date and the date of
implementation thereof by the Administrator have occurred with respect to 30-Day Average SOFR or the then-current Benchmark, the
applicable Unadjusted Benchmark Replacement. For the initial Interest Period the Benchmark will be equal to 0.29037%.


 


“Benchmark Determination
Date” means, with respect to an Interest Period, (i) if the Benchmark is 30-Day Average SOFR or Term SOFR, the second U.S.
Government Securities Business Day preceding the first day of that Interest Period, and (ii) if the Benchmark is any other rate,
the date determined by the Administrator in accordance with Section 7.13(c)(ii) of this Agreement.


 


“Benchmark Replacement”
means the first alternative set forth in the order below that can be determined by the Administrator as of the applicable Benchmark Replacement
Date;


 


(1) the sum
of: (a) the alternate rate of interest for a 30-day or one-month tenor that has been selected or recommended by the Relevant Governmental
Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;


 






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(2) the sum
of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or


 


(3) the sum
of: (a) the alternate rate of interest for a 30-day or one-month tenor that has been selected by the Administrator as the replacement
for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.


 


“Benchmark Replacement
Adjustment” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark
Replacement Date:


 


(1) the spread
adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that
has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


(2) if the
applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or


 


(3) the spread
adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration to
any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current
Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.


 


“Benchmark Replacement Conforming Changes”
means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the interest
period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative
matters) that the Administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially
consistent with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner
as the Administrator determines is reasonably necessary).


 


“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published
component used in the calculation thereof):


 


(1) in the
case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently
or indefinitely ceases to provide the Benchmark (or such component); or


 


(2) in the
case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication
of information referenced therein.


 


For the avoidance of doubt,
if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.


 






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“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the
daily published component used in the calculation thereof):


 


(1) a public
statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such
administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the
time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);
or


 


(2) a public
statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central
bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the benchmark
(or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court
or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator
of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark
(or such component); or


 


(3) a public
statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark
is no longer representative.


 


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


 


“Certificate”
means a Trust Certificate (as such term is defined in the Trust Agreement), representing a beneficial equity interest in the Trust and
issued pursuant to the Trust Agreement.


 


“Certificate Register”
shall have the meaning specified in the Trust Agreement.


 


“Certificateholder”
shall have the meaning specified in the Trust Agreement.


 


“Class”
means all Notes whose form is identical except for variation in denomination, principal amount or owner.


 


“Class A-1 Final
Distribution Date” means the April 2023 Distribution Date.


 


“Class A-1 Noteholder”
means the Person in whose name a Class A-1 Note is registered in the Note Register.


 


“Class A-1 Notes”
has the meaning set forth in the Indenture.


 


“Class A-1 Rate”
means 1.157% per annum (computed on the basis of the actual number of days elapsed and a 360-day year).


 


“Class A-2
Final Distribution Date” means the May 2025 Distribution Date.


 






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“Class A-2 Noteholder”
means a Class A-2a Noteholder or a Class A-2b Noteholder.


 


“Class A-2 Notes”
means the Class A-2a Notes and the Class A-2b Notes, collectively.


 


“Class A-2a
Noteholder” means the Person in whose name a Class A-2a Note is registered in the Note Register.


 


“Class A-2a
Notes” has the meaning set forth in the Indenture.


 


“Class A-2a
Rate” means 2.45% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).


 


“Class A-2b
Noteholder” means the Person in whose name a Class A-2b Note is registered in the Note Register.


 


“Class A-2b
Notes” has the meaning set forth in the Indenture.


 


“Class A-2b
Rate” means (i) if the Benchmark is 30-Day Average SOFR, the greater of (x) 30-Day Average SOFR for the related Interest
Period plus 0.62% per annum (computed on the basis of the actual number of days elapsed and a 360-day year) and (y) 0.00% or (ii) if
the Benchmark is not 30-Day Average SOFR, the greater of (x) the applicable Benchmark Replacement for the related Interest Period, computed on the basis
of the actual number of days elapsed and a 360-day year, and (y) 0.00% .


 


“Class A-3 Final
Distribution Date” means the February 2027 Distribution Date.


 


“Class A-3 Noteholder”
means the Person in whose name a Class A-3 Note is registered in the Note Register.


 


“Class A-3
Notes” has the meaning set forth in the Indenture.


 


“Class A-3
Rate” means 3.06% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).


 


“Class A-4 Final
Distribution Date” means the January 2030 Distribution Date.


 


“Class A-4 Noteholder”
means the Person in whose name a Class A-4 Note is registered in the Note Register.


 


“Class A-4 Notes”
has the meaning set forth in the Indenture.


 


“Class A-4 Rate”
means 3.26% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).


 


“Clearing Agency”
shall have the meaning specified in the Indenture.


 


“Closing Date”
means April 20, 2022.


 


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


 


“Collateral”
shall have the meaning specified in the Indenture.


 


“Collection Account”
means a Trust Account as described in Section 5.05 maintained in the name of the Indenture Trustee and which shall be an Eligible
Account.


 






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“Computer File”
means the computer file generated by the Servicer which provides information relating to the Contracts and which was used by the Seller
in selecting the Contracts sold to the Trust Depositor pursuant to the Transfer and Sale Agreement and transferred to the Trust by the
Trust Depositor pursuant to this Agreement, and includes the master file and the history file as well as servicing information with respect
to the Contracts.


 


“Contract Assets”
has the meaning assigned in Section 2.01 of the Transfer and Sale Agreement.


 


“Contract File”
means, as to each Contract, (a) the original Contract (or with respect to “electronic chattel paper”, the “authoritative
copy” thereof), including the executed promissory note and security agreement or other evidence of the obligation of the Obligor,
(b) the original title certificate to the Motorcycle and, where applicable, the certificate of lien recordation, or, if such title
certificate has not yet been issued, an application for such title certificate, or other appropriate evidence of a security interest in
the covered Motorcycle; (c) the assignments of the Contract; (d) the original(s) (or with respect to “electronic
chattel paper,” the “authoritative copy”) of any agreement(s) modifying the Contract including, without limitation,
any extension agreement(s) and (e) documents evidencing the existence of physical damage insurance covering such Motorcycle
(terms in quotation marks have the meaning assigned to them in the UCC).


 


“Contract Rate”
means, as to any Contract, the annual rate of interest with respect to such Contract.


 


“Contracts”
means the promissory notes and security agreements described in the List of Contracts and constituting part of the Trust Corpus, and includes,
without limitation, all related security interests and any and all rights to receive payments which are collected pursuant thereto after
the Cutoff Date, but excluding any rights to receive payments which are collected pursuant thereto on or prior to the Cutoff Date.


 


“Corporate Trust
Office” has the meaning set forth in the Indenture.


 


“Cram Down Loss”
means, with respect to a Contract, if a court of appropriate jurisdiction in a bankruptcy or insolvency proceeding shall have issued an
order reducing the Principal Balance of such Contract, the amount of such reduction (with a “Cram Down Loss” being
deemed to have occurred on the date of issuance of such order).


 


“Cutoff Date”
means the close of business on March 31, 2022.


 


“Defaulted Contract”
means a Contract with respect to which there has occurred one or more of the following: (i) all or some portion of any payment under
the Contract is 120 days or more delinquent, (ii) repossession (and expiration of any redemption period) of a Motorcycle securing
the Contract or (iii) the Servicer has determined in good faith that an Obligor is not likely to resume payment under the Contract.


 






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“Delinquency Trigger”
means, for any Due Period, that the aggregate Principal Balance of Contracts that are 60 days or more Delinquent (assuming 30-day months)
as a percentage of the Pool Balance as of the last day of the Due Period exceeds 6.00%.


 


“Delinquent”
means, as of a date of determination, a Contract with a past due amount greater than 10% of the scheduled payment then due; provided,
no Contract with a past due amount of $10 or less shall be deemed “Delinquent.”


 


“Delinquent Interest”
means, with respect to each Determination Date, all accrued and unpaid interest on any Contract for which the related Obligor is 30 or
more days delinquent (assuming 30-day months) in any payment due, as of the last day of the related Due Period.


 


“Determination Date”
means the fourth Business Day following the conclusion of a Due Period during the term of this Agreement.


 


“Distribution Date”
means the fifteenth day of each calendar month during the term of this Agreement, or if such day is not a Business Day, the next Business
Day, with the first such Distribution Date hereunder being May 16, 2022.


 


“Due Date”
means, with respect to any Contract, the day of the month on which each scheduled payment of principal and interest is due on such Contract,
exclusive of days of grace.


 


“Due Period”
means a calendar month during the term of this Agreement, and (i) the Due Period related to a Determination Date or Distribution Date
shall be the calendar month immediately preceding such date; provided, however, that with respect to the first Determination Date
or first Distribution Date, the Due Period shall be the period from the Cutoff Date through April 30, 2022 and (ii) the Due Period related
to the Purchase Price shall be the calendar month in which the Seller or Servicer, as applicable, becomes aware or receives notice of
the breach or potential breach giving rise to a repurchase or a purchase obligation pursuant to Section 7.08 or Section 7.11, as applicable.


 


“Eligible Account”
means a segregated deposit account maintained with the Indenture Trustee, acting in its fiduciary capacity, or a depository institution
or trust company organized under the laws of the United States of America, or any of the States thereof, or the District of Columbia,
the deposits of which are insured by the Federal Deposit Insurance Corporation, having a certificate of deposit, short-term deposit or
commercial paper rating of at least “P-1” by Moody’s and “A-1” by S&P.


 


“Eligible Investments”
mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:


 


(a)       direct
obligations of, and obligations fully guaranteed as to timely payment by, the United States of America;


 


(b)       demand
deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the
United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal
or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment
to invest therein, the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating
of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating
from each Rating Agency in the highest investment category granted thereby;


 






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(c)       commercial
paper, master notes, promissory notes, demand notes or other short term debt obligations having, at the time of the investment or contractual
commitment to invest therein, a rating from each Rating Agency in the highest investment category granted thereby;


 


(d)       investments
in money market funds having a rating from each Rating Agency in the highest investment category granted thereby (including funds for
which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates is investment manager or advisor);


 


(e)       notes
or bankers’ acceptances issued by any depository institution or trust company referred to in clause (b);


 


(f)        repurchase
and reverse repurchase agreements collateralized by securities issued or guaranteed by the United States government or any agency, instrumentality
or establishment of the United States government, in either case entered into with a depository institution or trust company (acting
as principal) described in clause (b), or entered into with an entity (acting as principal) which has, or whose parent has, a credit
rating from each Rating Agency in the highest credit category granted thereby; and


 


(g)       any
other investment with respect to which the Rating Agency Condition is satisfied.


 


“EU” means
the European Union.


 


“EU Securitization
Regulation” means, as in effect on the Closing Date, Regulation (EU) 2017/2402 of the European Parliament and of the Council
of 12 December 2017.


 


“EU Securitization
Rules” means, as in effect on the Closing Date, the EU Securitization Regulation together with all relevant implementing regulations
in relation thereto, all regulatory technical standards and implementing technical standards in relation thereto or applicable in relation
thereto pursuant to any transitional arrangements made pursuant to the EU Securitization Regulation and, in each case, any relevant binding
guidance and direction published in relation thereto by the European Banking Authority (the “EBA”), the European Securities
and Markets Authority or the European Insurance and Occupational Pensions Authority (or in each case, any predecessor or any other applicable
regulatory authority) or by the European Commission, in each case, as amended and in effect from time to time.


 


“EU/UK Securitization
Rules” means the EU Securitization Rules together with the UK Securitization Rules.


 


“Event of Default”
has the meaning set forth in the Indenture.


 


“Event of Termination”
means an event specified in Section 8.01.


 


“Excess Amounts”
shall mean Available Monies after distributions made in accordance with Section 7.05(a)(i) through (vi).


 


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


 


“Final Distribution
Date” means the Class A-1 Final Distribution Date, the Class A-2 Final Distribution Date, the Class A-3 Final Distribution
Date, or the Class A-4 Final Distribution Date, as the case may be.


 






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“Fixed Rate Notes”
means the Class A-1 Notes, the Class A-2a Notes, the Class A-3 Notes and the Class A-4 Notes.


 


“Floating Rate Notes”
means the Class A-2b Notes.


 


“Form 10-D Disclosure
Item” means with respect to any Person, any litigation or governmental proceedings pending against (i) such Person in the case
of the Issuer, the Seller, the Indenture Trustee, the Owner Trustee or the Servicer or (ii) a Responsible Officer of such Person in the
case of the Owner Trustee or Indenture Trustee, to the extent such Person (or Responsible Officer of such Person), has actual knowledge
thereof, in each case that would be material to the Noteholders.


 


“Form 10-K Disclosure
Item” means with respect to any Person, (a) any Form 10-D Disclosure Item, (b) any affiliations between such Person and the
Seller, the Servicer, the Trust Depositor, the Owner Trustee and the Indenture Trustee (each, an “Item 1119 Party”),
to the extent such Person, or in the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of such Person, has actual
knowledge thereof and (c) any relationships or transactions between such Person and any Item 1119 Party that are outside the ordinary
course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart
from the transactions contemplated under the Transaction Documents, and that are material to the investors’ understanding of the
Notes, but only to the extent such Person, or in the case of the Owner Trustee or Indenture Trustee, a Responsible Officer of such Person,
has actual knowledge of such relationships or transactions.


 


“FRBNY”
means the Federal Reserve Bank of New York.


 


“FRBNY Website”
means (i) as of the date hereof, https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind, or (ii) such other page as may replace such
page on FRBNY’s website from time to time.


 


“Harley-Davidson”
means, collectively, Harley-Davidson, Inc. and its subsidiaries.


 


“Holder”
means, with respect to a (i) Certificate, the Person in whose name such Certificate is registered in the Certificate Register and (ii)
Note, the Person in whose name such Note is registered in the Note Register.


 


“Indenture”
means the Indenture, dated as of the date hereof, between the Issuer and the Indenture Trustee.


 


“Indenture Trustee”
means the Person acting as Indenture Trustee under the Indenture, including any successor trustee under the Indenture.


 


“Indenture Trustee
Fee” means $7,500 per annum.


 


“Independent”
when used with respect to any specified Person, means such a Person who (i) is in fact independent of the Issuer, the Trust Depositor
or the Servicer, (ii) is not a director, officer or employee of any Affiliate of the Issuer, the Trust Depositor or the Servicer, (iii)
is not a person related to any officer or director of the Issuer, the Trust Depositor or the Servicer or any of their respective Affiliates,
(iv) is not a holder (directly or indirectly) of more than 10% of any voting securities of Issuer, the Trust Depositor or the Servicer
or any of their respective Affiliates, and (v) is not connected with the Issuer, the Trust Depositor or the Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar functions.


 






    9


     


    

 


“Interest Period”
means with respect to any Distribution Date, the period from and including the Distribution Date immediately preceding such Distribution
Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date.


 


“Interest Rate”
means the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3 Rate, or the Class A-4 Rate, as applicable.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time.


 


“ISDA Fallback Adjustment”
means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing
the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.


 


“ISDA Fallback Rate”
means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of
an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.


 


“Issuer”
means the Harley-Davidson Motorcycle Trust 2022-A.


 


“Late Payment Penalty
Fees” means any late payment fees paid by Obligors on Contracts.


 


“Lien”
means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens and
any liens that attach to the respective Contract by operation of law.


 


“Liquidated Contract”
means a Contract with respect to which there has occurred one or more of the following, as determined as of the end of a Due Period:
(i) 90 days have elapsed following the date of repossession (and expiration of any redemption period) with respect to the Motorcycle
securing such Contract, (ii) the receipt of proceeds by the Servicer from the sale of a repossessed Motorcycle securing a Contract, (iii)
the Servicer has determined in good faith that all amounts expected to be recovered have been received with respect to such Contract,
or (iv) all or any portion of any payment is delinquent 150 days or more (assuming 30-day months).


 


“List of Contracts”
means the list identifying each Contract constituting part of the Trust Corpus, which list (a) identifies each Contract and (b) sets
forth as to each Contract (i) the Principal Balance as of the Cutoff Date, (ii) the amount of monthly payments due from the Obligor,
(iii) the Contract Rate and (iv) the maturity date, and which list (as in effect on the Closing Date) is attached to this Agreement as
Exhibit H.


 


“Lockbox”
means the post office box maintained by a Lockbox Bank identified on Exhibit K hereto and any other Lockbox hereafter established
to accept collections on the Contracts.


 


“Lockbox Account”
means the account maintained with the Lockbox Bank and identified on Exhibit K hereto and any other account hereafter established
to accept collections on the Contracts.


 


“Lockbox Agreement”
means the Amended and Restated Lockbox Administration Agreement dated as of July 14, 2009 by and among the Lockbox Bank, the Servicer,
the Trust Depositor, Harley-Davidson Warehouse Funding Corp., a Nevada corporation, The Bank of New York Mellon Trust Company, N.A.,
JPMorgan Chase Bank, National Association, Eaglemark Customer Funding Corporation IV, and Bank of America, National Association, with
respect to the Lockbox Account, unless such agreement shall be terminated in accordance with its terms, in which event “Lockbox
Agreement” shall mean such other agreement, in form and substance acceptable to the above-described parties; such term shall
also include any other agreement having substantially the same terms as the existing agreement described above, between or among a Lockbox
Bank, the Indenture Trustee and the Servicer, the Trust Depositor and any other parties in respect of any Lockbox Account.


 






    10


     


    

 


“Lockbox Bank”
means the financial institution maintaining the Lockbox Account and identified on Exhibit K hereto or any successor thereto and
any other financial institution at which a Lockbox Account is maintained.


 


“Monthly Report”
shall have the meaning specified in Section 9.05.


 


“Monthly Servicing
Fee” means, as to any Distribution Date, one-twelfth of the product of 1.00% and the Pool Balance as of the beginning of the
related Due Period or, with respect to the first Distribution Date after the Closing Date, as of the Cutoff Date.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereto that is a nationally recognized statistical rating organization.


 


“Motorcycle”
means a motorcycle manufactured by a subsidiary of Harley-Davidson, Inc. securing a Contract.


 


“Net Liquidation
Losses” means, as of any Distribution Date, with respect to all Liquidated Contracts on an aggregate basis, the amount, if
any, by which (a) the outstanding Principal Balance of all Liquidated Contracts (as of the respective dates upon which they became Liquidated
Contracts) exceeds (b) the Net Liquidation Proceeds received in respect of Liquidated Contracts.


 


“Net Liquidation
Proceeds” means, as to any Liquidated Contract, the proceeds realized on the sale or other disposition of the related Motorcycle,
including proceeds realized on the repurchase of such Motorcycle by the originating dealer for breach of warranties, and the proceeds
of any insurance relating to such Motorcycle, after payment of all reasonable expenses incurred in the collection of such proceeds, together,
in all instances, with the expected or actual proceeds of any recourse rights relating to such Contract as well as any post-disposition
proceeds or other amounts in respect of a Liquidated Contract received by the Servicer.


 


“Note Depository
Agreement” shall have the meaning specified in the Indenture.


 


“Note Distribution
Account” means the account established and maintained as such pursuant to Section 5.05.


 


“Note
Interest Carryover Shortfall” means, with respect to any Distribution Date and a Class of Notes, the excess, if any, of the
sum of the Note Interest Distributable Amount for such Class for the immediately preceding Distribution Date, over the amount in respect
of interest that was actually paid from the Note Distribution Account with respect to such Class on such preceding Distribution Date,
plus interest on such excess, to the extent permitted by applicable law, at the applicable Interest Rate for the related Interest Period.


 


“Note Interest Distributable
Amount” means, with respect to any Distribution Date and a Class of Notes, the sum
of the Note Monthly Interest Distributable Amount and the Note Interest Carryover Shortfall
for such Class of Notes with respect to such Distribution Date.


 






    11


     


    

 


“Note Monthly Interest
Distributable Amount” means, with respect to any Distribution Date for any Class of Notes, interest accrued for the related
Interest Period at the applicable Interest Rate for such Class of Notes on the outstanding principal amount of the Notes of such Class
on the immediately preceding Distribution Date, after giving effect to all payments of principal to Noteholders of such Class on or prior
to such preceding Distribution Date (or, in the case of the first Distribution Date, on the original principal amount of such Class of
Notes).


 


“Note Pool Factor”
means with respect to any Class of Notes as of the close of business on any Distribution Date, a seven-digit decimal figure equal to
the outstanding principal amount of such Class of Notes (after giving effect to any reductions thereof to be made on such Distribution
Date) divided by the original outstanding principal amount of such Class of Notes.


 


“Note Register”
shall have the meaning specified in the Indenture.


 


“Noteholder”
shall have the meaning specified in the Indenture.


 


“Notes”
means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes, in each case as executed and authenticated
in accordance with the Indenture.


 


“Obligor”
means a Motorcycle buyer or other person who owes payments under a Contract.


 


“Officer’s
Certificate” means a certificate signed by the Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of any Person delivering such certificate and delivered
to the Person to whom such certificate is required to be delivered, including any certificate delivered under any of the Transaction
Documents required to be executed by a Servicing Officer. In the case of an Officer’s Certificate of the Servicer, at least one
of the signing officers must be a Servicing Officer. Unless otherwise specified, any reference herein to an Officer’s Certificate
shall be to an Officers’ Certificate of the Servicer.


 


“Opinion of Counsel”
means a written opinion of counsel (who may be counsel to the Trust Depositor or the Servicer) acceptable to the Indenture Trustee or
the Owner Trustee, as the case may be.


 


“Outstanding Amount”
shall have the meaning specified in the Indenture.


 


“Overcollateralization
Target Amount” means, with respect to any Distribution Date, 4.75% of the Pool Balance as of the Cutoff Date.


 


“Owner Trustee”
means the Person acting, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement, its successors in interest
and any successor owner trustee under the Trust Agreement.


 


“Paying Agent”
means the entity described in Section 1.01 of the Indenture and Section 3.10 of the Trust Agreement.


 


“Permitted Lien”
means, any tax lien, mechanics’ lien and other lien that arises by operation of law, in each case on a Motorcycle and arising solely
as a result of an action or omission of the related Obligor.


 


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


 






    12


     


    

 


“Pool Balance”
means as of any date of determination, the aggregate outstanding Principal Balance of outstanding Contracts as of the close of business
on such date.


 


“Principal Balance”
means (a) with respect to any Contract as of any date, an amount equal to the unpaid principal balance of such Contract as of the
close of business on the Cutoff Date reduced by the sum of (1) all payments received by the Servicer as of such date allocable to principal
and (2) any Cram Down Loss in respect of such Contract; provided, however, that (i) if (x) a Contract is reacquired by the Seller pursuant
to Section 5.01 of the Transfer and Sale Agreement and Section 7.08 hereof because of a breach or potential breach of representation
or warranty or is purchased by the Servicer pursuant to Section 7.11 hereof, or (y) the Servicer gives notice of its intent to purchase
the Contracts in connection with an optional redemption of the Notes pursuant to Section 7.10 hereof, in each case the Principal Balance
of such Contract or Contracts shall be deemed as of the related Determination Date to be zero for the Due Period in which such event
occurs and for each Due Period thereafter and (ii) from and after the Due Period in which a Contract becomes a Liquidated Contract, the
Principal Balance of such Contract shall be deemed to be zero; and (b) where the context requires, the aggregate of the Principal Balances
described in clause (a) for all such Contracts.


 


“Principal
Distributable Amount” means, in respect of any Distribution Date, the excess, if any, of (1) the aggregate outstanding
principal amount of the Notes as of such Distribution Date (before giving effect to any principal payments made on the Notes on that
Distribution Date) over (2) the result of the Pool Balance as of the close of business on the last day of the related Due Period
minus the Overcollateralization Target Amount, except that the Principal Distributable Amount on and after the Final Scheduled
Payment Date for any Class of Notes will not be less than the amount that is necessary to reduce the Outstanding Amount of that
Class of Notes to zero.


 


“Prospectus”
means the Prospectus dated April 12, 2022 relating to the Notes.


 


“Purchase Price”
means, with respect to a Contract to be reacquired or purchased under Section 7.08 or Section 7.11 hereof, or Section 5.01 of the Transfer
and Sale Agreement, an amount equal to the sum of (a) the Principal Balance of such Contract as of the end of the related Due Period,
plus (b) accrued and unpaid interest at the Contract Rate on such Contract as of the end of the related Due Period.


 


“Qualified Eligible
Investments” means Eligible Investments acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee,
which are held by the Indenture Trustee in any Trust Account and with respect to which (a) the Indenture Trustee has noted its interest
therein on its books and records, and (b) the Indenture Trustee has purchased such investments for value without notice of any adverse
claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section
8-102 of the UCC as enacted in New York, without acting in collusion with a securities intermediary in violating such securities intermediary’s
obligations to entitlement holders in such assets, under Section 8-504 of such UCC, to maintain a sufficient quantity of such assets
in favor of such entitlement holders), and (c) either (i) such investments are in the possession, or are under the control, of the Indenture
Trustee, or (ii) such investments, (A) if certificated securities and (1) in bearer form, have been delivered to the Indenture Trustee,
or (2) in registered form, have been delivered to the Indenture Trustee and either registered by the issuer thereof in the name of the
Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (B) if uncertificated securities, the ownership
of which has been registered to the Indenture Trustee on the books of the issuer thereof (or another person, other than a securities
intermediary, either becomes the registered owner of the uncertified security on behalf of the Indenture Trustee or, having previously
become the registered owner, acknowledges that it holds for the Indenture Trustee); or (C) if securities entitlements (within the meaning
of Section 8-102 of the UCC as enacted in New York) representing interests in securities or other financial assets (or interests therein)
held by a securities intermediary (within the meaning of said Section 8-102), a securities intermediary indicates by book entry that
a security or other financial asset has been credited to the Indenture Trustee’s securities account with such securities intermediary.
Any such Qualified Eligible Investment may be purchased by or through the Indenture Trustee or any of its affiliates.


 






    13


     


    

 


“Rating Agency”
means each of Moody’s and S&P, so long as such Persons maintain a rating on the Notes; and if either of Moody’s or S&P
no longer maintains a rating on the Notes, such other nationally recognized statistical rating organization selected by the Trust Depositor.


 


“Rating Agency Condition”
means, with respect to any action, that each Rating Agency shall have been given ten days (or such shorter period as is acceptable to
each Rating Agency) prior notice thereof and within ten days of such Rating Agency’s receipt of such notice (or such shorter period
as is acceptable to each Rating Agency) such Rating Agency shall not have notified the Trust Depositor, the Servicer, the Indenture Trustee
or the Issuer in writing that such action will result in a qualification, reduction or withdrawal of its then-current rating of any Class
of Notes.


 


“Record Date”
means, with respect to any Distribution Date, the close of business on the Business Day immediately preceding such Distribution
Date.


 


“Reference Time”
means, for an Interest Period, (i) if the Benchmark is 30-Day Average SOFR, 3:00 p.m. (New York time) on the Benchmark Determination
Date and (ii) if the Benchmark is a rate other than 30-Day Average SOFR, the time on the Benchmark Determination Date determined
by the Administrator in accordance with Section 7.13(c)(ii) of this Agreement.


 


“Regulation AB”
means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1125, as amended from time to time
and as clarified and interpreted by the Securities and Exchange Commission or its staff from time to time.


 


“Reimbursement Amount”
has the meaning assigned in Section 7.03 hereof.


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve
Board and/or the FRBNY or any successor thereto.


 


“Reportable Event”
means any event required to be reported on Form 8-K.


 


“Required Holders”
means Holders of more than 50% of the aggregate Outstanding Amount of the Notes.


 


“Reserve Fund”
means the Reserve Fund established and maintained pursuant to Section 7.06 hereof.


 


“Reserve Fund Deposits”
means all moneys deposited in the Reserve Fund from time to time including, but not limited to, the Reserve Fund Initial Deposit, as
well as any monies deposited therein pursuant to Section 7.05(a), all investments and reinvestments thereof, earnings thereon, and proceeds
of the foregoing, whether now or hereafter existing.


 


“Reserve Fund Initial
Deposit” means $1,519,559.03.


 


“Responsible Officer”
means, with respect to the Owner Trustee, any officer in its Corporate Trust Administration Department (or any similar group of a successor
Owner Trustee) and with respect to the Indenture Trustee, the chairman and any vice chairman of the board of directors, the president,
the chairman and vice chairman of any executive committee of the board of directors, every vice president, assistant vice president,
the secretary, every assistant secretary, cashier or any assistant cashier, controller or assistant controller, the treasurer, every
assistant treasurer, every trust officer, assistant trust officer and every other authorized officer or assistant officer of the Indenture
Trustee customarily performing functions similar to those performed by persons who at the time shall be such officers, respectively,
or to whom a corporate trust matter is referred because of knowledge of, familiarity with, and authority to act with respect to a particular
matter.


 






    14


     


    

 


“Review”
has the meaning stated in the Asset Representations Review Agreement.


 


“Review Report”
has the meaning stated in the Asset Representations Review Agreement.  


 


“S&P”
means S&P Global Ratings, or any successor thereto that is a nationally recognized statistical rating organization.


 


“Securities”
means the Notes and the Certificate, or any of them.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Securityholders”
means the Holders of the Notes and the Certificate.


 


“Seller”
means Harley-Davidson Credit Corp., a Nevada corporation, or its successor, in its capacity as Seller of Contract Assets under the Transfer
and Sale Agreement.


 


“Servicer”
means Harley-Davidson Credit Corp., a Nevada corporation, or its successor, until any Servicing Transfer hereunder and thereafter means
the Successor Servicer or its successor pursuant to Article Eight below with respect to the duties and obligations required of the Servicer
under this Agreement.


 


“Servicing Transfer”
has the meaning assigned in Section 8.03(a).


 


“Servicing Criteria”
means the “servicing criteria” set forth in Item 1122(d) of Regulation AB.


 


“Servicing Fee”
means, on any Distribution Date, the sum of (a) the Monthly Servicing Fee payable on such Distribution Date, (b) Late Payment Penalty
Fees received by the Servicer during the related Due Period, and (c) extension fees, convenience fees and other similar fees received
by the Servicer during the related Due Period.


 


“Servicing Officer”
means any officer of the Servicer involved in, or responsible for, the administration and servicing of Contracts whose name appears on
a list of servicing officers appearing in an Officer’s Certificate furnished to the Indenture Trustee by the Servicer, as the same
may be amended from time to time.


 


“Shortfall”
means, with respect to a Distribution Date, an amount equal to the excess (if any) of (a) the sum of the amounts payable pursuant to
(1) clauses (v) and (vi) of Section 7.05(a) or (2) clauses (iii) and (iv) of Section 7.05(b), as applicable, over (b) Available Monies
for such Distribution Date minus the amounts payable pursuant to (x) clauses (i) through (iv) of Section 7.05(a) or (y) clauses (i) and
(ii) of Section 7.05(a) and clauses (i) and (ii) of Section 7.05(b), as applicable, on such Distribution Date.


 






    15


     


    

 


“SOFR”
means, with respect to any day, the secured overnight financing rate published by the FRBNY at the FRBNY’s Website.


 


“SOFR Adjustment
Conforming Changes” means, with respect to 30-Day Average SOFR or Term SOFR, as applicable, any technical, administrative or
operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest,
rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate
to adjust such SOFR rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market
practice exists, in such other manner as the Administrator determines is reasonably appropriate).


 


“Solvent”
means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s
liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for
purposes of Section 101(31) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly
liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts
as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including
disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in a business or a transaction, for
which such Person’s property would constitute unreasonably small capital.


 


“Specified Reserve
Fund Balance” means, 0.25% of the Pool Balance as of the Cutoff Date; provided, however, in no event shall the Specified
Reserve Fund Balance be greater than the aggregate Outstanding Amount of the Notes. As of any Distribution Date, the amount of funds
actually on deposit in the Reserve Fund may, in certain circumstances, be less than the Specified Reserve Fund Balance.


 


“Successor Servicer”
has the meaning assigned in Section 8.03(b).


 


“Term SOFR” means the forward-looking
term rate for a 30-day or one-month tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body, and
may include a positive or negative spread adjustment if the Administrator, in its sole discretion, determines, at the time of transition
from 30-Day Average SOFR (or the then-current Benchmark) to the forward-looking term rate, that an adjustment factor is appropriate.


 


“Test Fail” has the meaning
set forth in the Asset Representations Review Agreement.


 


“Transaction Documents”
means this Agreement, the Transfer and Sale Agreement, the Lockbox Agreement, the Indenture, the Trust Agreement, the Asset Representations
Review Agreement, the Administration Agreement, and the Note Depository Agreement.


 


“Transfer and Sale
Agreement” means the Transfer and Sale Agreement dated as of the date hereof by and between the Seller and the Trust Depositor,
as amended, supplemented or otherwise modified from time to time.


 


“Trust”
means the trust created by the Trust Agreement, comprised of the Trust Corpus.


 






    16


     


    

 



 


“Trust Accounts”
means, collectively, the Collection Account, the Note Distribution Account,
the Reserve Fund, or any of them.


 


“Trust Account Property”
means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts,
physical property, book-entry securities, uncertificated securities or otherwise) and all proceeds of the foregoing.


 


“Trust Agreement”
means the Amended and Restated Trust Agreement, dated as of April 1, 2022, between the Trust Depositor and the Owner Trustee.


 


“Trust Corpus”
has the meaning given to such term in Section 2.01(a) hereof.


 


“Trust Depositor”
has the meaning assigned such term in the preamble hereunder or any successor thereto.


 


“Trust Estate”
shall have the meaning specified in the Trust Agreement.


 


“Trustees”
means the Owner Trustee and the Indenture Trustee.


 


“U.S. Government
Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in
U.S. government securities.


 


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


 


“UK” means
the United Kingdom.


 


“UK Securitization
Regulation” means, as in effect on the Closing Date, Regulation (EU) 2017/2402 as it forms part of UK domestic law by operation
of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”), and as amended by the Securitisation (Amendment)
(EU Exit) Regulations 2019.


 


“UK Securitization
Rules” means, as in effect on the Closing Date, the UK Securitization Regulation together with (a) all applicable binding
technical standards made under the UK Securitization Regulation, (b) any EU regulatory technical standards or implementing technical
standards relating to the EU Securitization Regulation (including such regulatory technical standards or implementing technical standards
which are applicable pursuant to any transitional provisions of the EU Securitization Regulation) forming part of UK domestic law by operation
of the EUWA, (c) relevant binding guidance, policy statements or directions relating to the application of the UK Securitization
Regulation (or any binding technical standards) published by the Financial Conduct Authority and/or the Prudential Regulation Authority
and/or the Pensions Authority (or their successors), (d) any binding guidelines relating to the application of the EU Securitization Regulation
which are applicable in the UK, (e) any other transitional, saving or other provision relevant to the UK Securitization Regulation
by virtue of the operation of the EUWA, and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy
statements published or enacted relating to the UK Securitization Regulation, in each case, as may be further amended.


 






    17


    


    

 


“Unadjusted Benchmark
Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“Uncollectible Advance”
means with respect to any Determination Date and any Contract, the amount, if any, otherwise to be advanced by the Servicer pursuant to
Section 7.03 which the Servicer has as of such Determination Date determined in good faith would not be ultimately recoverable by the
Servicer from insurance policies on the related Motorcycle, the related Obligor or out of Net Liquidation Proceeds with respect to such
Contract.


 


“Underwriters”
has the meaning set forth in the Underwriting Agreement.


 


“Underwriting Agreement”
means the Underwriting Agreement, dated April 12, 2022, by and among the Trust Depositor, the Seller and the Underwriters.


 


“United States”
means the United States of America.


 


“Vice President”
of any Person means any vice president of such Person, whether or not designated by a number or words before or after the title “Vice
President” who is a duly elected officer of such Person.


 


“Wilmington Trust,
National Association” means Wilmington Trust, National Association, in its individual capacity.


 


Section 1.02.          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 (including digitally),
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 1.03.          Section References. All section references, unless otherwise indicated, shall be to Sections in this Agreement.


 


Section 1.04.          Calculations. Except with respect to the Class A-1 Notes and the Class A-2b Notes and except as otherwise provided herein,
all interest rate and basis point calculations hereunder will be made on the basis of a 360-day year and twelve 30-day months and will
be carried out to at least three decimal places.


 


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.


 






    18


    


    

 


ARTICLE
Two


 


TRANSFER OF CONTRACTS


 


Section 2.01.          Closing. (a) On the Closing Date, the Trust Depositor shall transfer, assign, set over and otherwise convey to the Trust by
execution of an assignment substantially in the form of Exhibit A hereto, without recourse other than as expressly provided herein,
for a purchase price in cash of $607,823,612.38 (less fees and expenses in connection with the offering and sale of the Notes and the
Reserve Fund Initial Deposit) and the Trust’s issuance of the Certificate to the Trust Depositor, (i) all 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 created thereunder), (ii) all rights of the Trust Depositor to payments which are collected pursuant to such Contracts
after the Cutoff Date, including any liquidation proceeds therefrom, (iii) all rights of the Trust Depositor under any theft, physical
damage, credit life, disability 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, (iv) all security interests in each such Motorcycle, (v) all documents contained in the related Contract Files, (vi) all
rights of the Trust Depositor in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to the Contracts
(but excluding payments received on or before the Cutoff Date), (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) all 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 rebates of premiums and other amounts relating to insurance policies, debt
cancellation agreements, extended service contracts or other repair and protection agreements and other items financed under such Contracts
and (x) all proceeds and products of the foregoing (the property in clauses (i)-(x) above being the “Trust Corpus”).
Although the Trust Depositor and the Owner Trustee agree that such transfer is intended to be a transfer of ownership of the Trust Corpus,
rather than the granting of a security interest to secure a borrowing, and that the Trust Corpus shall not be property of the Trust Depositor,
in the event such transfer is deemed to be of a mere grant of a security interest to secure a borrowing, the Trust Depositor shall be
deemed to have granted the Trust a first priority security interest in such Trust Corpus and this Agreement shall constitute a security
agreement under applicable law.


 


Section 2.02.          Conditions to the Closing. On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following
documents to the Owner Trustee and the Indenture Trustee:


 


(a)          The
List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Trust Depositor, together with an assignment
substantially in the form of Exhibit A hereto.


 


(b)          A
certificate of an officer of the Seller substantially in the form of Exhibit B to the Transfer and Sale Agreement and a certificate
of an officer of the Trust Depositor substantially in the form of Exhibit B hereto.


 


(c)          Opinions
of counsel for the Seller and the Trust Depositor in form and substance reasonably satisfactory to the Underwriters (and including as
an addressee thereof each Rating Agency).


 






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(d)          A
letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor
and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample
with respect to certain contract terms and which identifies those Contracts which do not conform.


 


(e)          Copies
of resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of each of the Seller/Servicer and the
Trust Depositor approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of
them is a party, as applicable, and the transactions contemplated hereunder and thereunder, certified in each case by the Secretary or
an Assistant Secretary of the Seller/Servicer or the Trust Depositor, as applicable.


 


(f)          Officially
certified, recent evidence of due incorporation and good standing of each of the Seller and the Trust Depositor under the laws of Nevada.


 


(g)          A
UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties (and the Indenture
Trustee as secured party) and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in
Nevada; and a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party (and the Indenture
Trustee as secured party) and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada;
and a UCC financing statement naming the Trust as debtor, and naming the Indenture Trustee as secured party and identifying the Collateral
as collateral, in proper form for filing with the appropriate office in Delaware.


 


(h)          An
Officer’s Certificate listing the Servicer’s Servicing Officers.


 


(i)          Evidence
of deposit in the Collection Account of all funds received with respect to the Contracts after the Cutoff Date, and prior to the Business
Day before the Closing Date, together with an Officer’s Certificate from the Trust Depositor to the effect that such amount is correct.


 


(j)          The
Officer’s Certificate of the Seller specified in Section 2.02(h) of the Transfer and Sale Agreement.


 


(k)          Evidence
of deposit in the Reserve Fund of the Reserve Fund Initial Deposit by the Indenture Trustee.


 


(l)          A
fully executed Transfer and Sale Agreement.


 


(m)          A
fully executed Trust Agreement.


 


(n)          A
fully executed Administration Agreement.


 


(o)          A
fully executed Indenture.


 


(p)          A
fully executed Asset Representations Review Agreement.


 






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ARTICLE
Three


 


REPRESENTATIONS AND WARRANTIES


 


The Seller under the Transfer
and Sale Agreement has made each of the representations and warranties set forth in Exhibit J hereto and has consented to the assignment
by the Trust Depositor to the Issuer of the Trust Depositor’s rights with respect thereto. Such representations speak as of the
execution and delivery of this Agreement and as of the Closing Date, but shall survive the transfer and assignment of the Contracts to
the Trust. Pursuant to Section 2.01 of this Agreement, the Trust Depositor has assigned, transferred and conveyed to the Issuer as part
of the Trust Corpus its rights under the Transfer and Sale Agreement, including without limitation, the representations and warranties
of the Seller therein as set forth in Exhibit J attached hereto, together with all rights of the Trust Depositor with respect to
any breach thereof including any right to require the Seller to reacquire any Contract in accordance with the Transfer and Sale Agreement.
It is understood and agreed that the representations and warranties set forth or referred to in this Section shall survive delivery of
the Contract Files to the Owner Trustee or any custodian.


 


The Trust Depositor hereby
represents and warrants to the Trust and the Indenture Trustee that it has entered into the Transfer and Sale Agreement with the Seller,
that the Seller has made the representations and warranties in the Transfer and Sale Agreement as set forth in Exhibit J hereto,
that such representations and warranties run to and are for the benefit of the Trust Depositor, and that pursuant to Section 2.01 of this
Agreement the Trust Depositor has transferred and assigned to the Trust all rights of the Trust Depositor to cause the Seller under the
Transfer and Sale Agreement to reacquire Contracts in the event of a breach of such representations and warranties.


 


Section 3.01.          Representations and Warranties Regarding the Trust Depositor. By its execution of this Agreement, the Trust Depositor represents
and warrants to the Trust, the Indenture Trustee and the Noteholders that:


 


(a)          Assumption
of Seller’s Representations and Warranties. The representations and warranties set forth in Exhibit J are true and correct.


 


(b)          Organization
and Good Standing. The Trust Depositor is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged.
The Trust Depositor is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the
character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so
to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Trust Depositor
or the Trust.


 


(c)          Authorization;
Valid Sale; Binding Obligations. The Trust Depositor has the power and authority to make, execute, deliver and perform its obligations
under this Agreement and the other Transaction Documents to which it is a party and all of the transactions contemplated under this Agreement
and the other Transaction Documents to which it is a party, and to create the Trust and cause it to make, execute, deliver and perform
its obligations under this Agreement and the other Transaction Documents to which it is a party and has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party
and to cause the Trust to be created. This Agreement shall effect a valid transfer and assignment of the Trust Corpus, enforceable against
the Trust Depositor and creditors of and purchasers from the Trust Depositor. This Agreement and the other Transaction Documents to which
the Trust Depositor is a party constitute the legal, valid and binding obligation of the Trust Depositor enforceable in accordance with
their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally and by the availability of equitable remedies.


 






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(d)          No
Consent Required. The Trust Depositor is not required to obtain the consent of any other party or any consent, license, approval or
authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution,
delivery, performance, validity or enforceability of this Agreement or the other Transaction Documents to which it is a party.


 


(e)          No
Violations. The execution, delivery and performance of this Agreement by the Trust Depositor and the other Transaction Documents to
which it is a party, and the consummation of the transactions contemplated hereby and thereby, will not violate any provision of any existing
law or regulation or any order or decree of any court or of any Federal or state regulatory body or administrative agency having jurisdiction
over the Trust Depositor or any of its properties or the Articles of Incorporation or Bylaws of the Trust Depositor, or constitute a material
breach of any mortgage, indenture, contract or other agreement to which the Trust Depositor is a party or by which the Trust Depositor
or any of the Trust Depositor’s properties may be bound, or result in the creation or imposition of any security interest, lien,
charge, pledge, preference, equity or encumbrance of any kind upon any of its properties pursuant to the terms of any such mortgage, indenture,
contract or other agreement, other than as contemplated by the Transaction Documents.


 


(f)          Litigation.
No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge
of the Trust Depositor threatened, against the Trust Depositor or any of its properties or with respect to this Agreement or the other
Transaction Documents to which it is a party or the Notes (1) which, if adversely determined, would in the opinion of the Trust Depositor
have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Trust Depositor or the
Trust or the transactions contemplated by this Agreement or the other Transaction Documents to which the Trust Depositor is a party or
(2) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.


 


(g)          State
of Incorporation; Name; No Changes. The Trust Depositor’s state of incorporation is the State of Nevada. The Trust Depositor’s
exact legal name is as set forth in the first paragraph of this Agreement. The Trust Depositor has not changed its name, whether by amendment
of its Articles of Incorporation, by reorganization or otherwise, and has not changed the location of its place of business, within the
four months preceding the Closing Date.


 


(h)          Solvency.
The Trust Depositor, after giving effect to the conveyances made by it hereunder, is Solvent.


 


Such representations speak as of the execution
and delivery of this Agreement and as of the Closing Date, but shall survive the transfer and assignment of the Contracts to the Trust.


 






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Section 3.02.          Representations and Warranties Regarding the Servicer. The Servicer represents and warrants to the Trust, the Indenture Trustee
and the Noteholders that:


 


(a)          Organization
and Good Standing. The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer
is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business
transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material
adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Servicer or the Trust. The Servicer is
properly licensed in each jurisdiction to the extent required by the laws of such jurisdiction to service the Contracts in accordance
with the terms hereof other than such licenses the failure to obtain would not have a material adverse effect on the business, properties,
assets, or condition (financial or otherwise) of the Servicer or on the ability of the Servicer to perform its obligations hereunder.


 


(b)          Authorization;
Binding Obligations. The Servicer has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction
Documents to which the Servicer is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents
to which the Servicer is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of
this Agreement and the other Transaction Documents to which the Servicer is a party. This Agreement and the other Transaction Documents
to which the Servicer is a party constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with their
terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally and by the availability of equitable remedies.


 


(c)          No
Consent Required. The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance,
validity or enforceability of this Agreement and the other Transaction Documents to which the Servicer is a party.


 


(d)          No
Violations. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Servicer is
a party by the Servicer will not violate any provisions of any existing law or regulation or any order or decree of any court or of any
Federal or state regulatory body or administrative agency having jurisdiction over the Servicer or any of its properties or the Articles
of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to
which the Servicer is a party or by which the Servicer or any of the Servicer’s properties may be bound, or result in the creation
of or imposition of any security interest, lien, pledge, preference, equity or encumbrance of any kind upon any of its properties pursuant
to the terms of any such mortgage, indenture, contract or other agreement, other than this Agreement.


 


(e)          Litigation.
No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge
of the Servicer threatened, against the Servicer or any of its properties or with respect to this Agreement, any other Transaction Document
to which the Servicer is a party which, if adversely determined, would in the opinion of the Servicer have a material adverse effect on
the business, properties, assets or condition (financial or otherwise) of the Servicer or the Trust or the transactions contemplated by
this Agreement or any other Transaction Document to which the Servicer is a party.


 






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Section 3.03.          Covenants and Agreements Regarding the EU Securitization Regulation and the UK Securitization Regulation.  Harley-Davidson
Credit hereby covenants and agrees in connection with the EU Securitization Regulation and the UK Securitization Regulation that Harley-Davidson
Credit:


 


(a)          as
an “originator” (as such term is defined for the purposes of each of the EU Securitization Regulation and the UK Securitization
Regulation), shall retain upon issuance of the Notes, and on an ongoing basis for as long as any Notes remain outstanding, not less than
5% of the nominal value of each class of Notes sold to investors in accordance with the text of paragraph (a) of Article 6(3) of
the EU Securitization Regulation and paragraph (a) of Article 6(3) of the UK Securitization Regulation, by retaining on an ongoing
basis for as long as any Notes remain outstanding at least 5% of the principal amount of each class of Notes and the Certificate as residual
interestholder, (i) such retained portion of the Notes being pro rata with the Notes not to be retained and (ii) such retained portion
of the Notes and the residual interest evidenced by the Certificate together being in an amount that is (after taking into account any
fees that may in practice be used to reduce the effective material net economic interest) equivalent to at least 5% of the aggregate nominal
value of the pool balance of the contracts transferred to the Issuer;


 


(b)          shall
not (and shall not permit the Trust Depositor or any of its other Affiliates to) subject the retained interest in the Notes and the Certificate
(the “SR Retained Interest”) to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all
or part of the rights, benefits or obligations arising from the SR Retained Interest, except to the extent permitted by the EU/UK Securitization
Rules;


 


(c)          shall
not change the manner in which it retains or the method of calculating the SR Retained Interest while any of the notes are outstanding,
except to the extent permitted by the EU Securitization Rule and the UK Securitization Rule; and


 


(d)          shall
provide ongoing written confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in
or concurrently with the delivery of each Monthly Report to Noteholders, (ii) following a notification of the occurrence of any Event
of Default, and (iii) from time to time upon request by any Noteholder in connection with any material change in the structural features
of the transactions described in the Transaction Documents that could materially impact the performance of the Notes or any material change
in the risk characteristics of the Notes and the Contracts.


 


ARTICLE
Four


 


PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS


 


Section 4.01.          Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall
be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the
Indenture Trustee.


 


(b)          The
Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently
maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written
notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy”
thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative
copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract
Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary
practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the
Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section
4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of
Section 9-313 of the Uniform Commercial Code of the state in which the Contract Files are located and control of the Contracts that represent
electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code.


 






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(c)          As
custodian, the Servicer shall have the following powers and perform the following duties:


 


(i)          hold,
or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate
records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory
thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession
of such Contract Files;


 


(ii)         implement
policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract
Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer
for purposes of servicing or any other purposes;


 


(iii)        attend
to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and


 


(iv)        at
all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case
of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices
and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and
procedures (terms in quotation marks have the meaning assigned to them in the UCC).


 


(d)          In
performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that
it exercises with respect to similar contracts for the financing of the purchase price of consumer goods owned and/or serviced by it,
and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security
agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to
hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian
of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract
Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee
and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever
which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee
as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however,
that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any
Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise
oversee the Servicer’s performance as custodian hereunder.


 






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Section 4.02.          Filing. On or prior to the Closing Date, the Servicer shall cause the UCC financing statement(s) referred to in Section 2.02(g)
hereof to be filed and from time to time the Servicer shall take and cause to be taken such actions and execute such documents as are
necessary or desirable or as the Owner Trustee or Indenture Trustee may reasonably request to perfect and protect the Trust’s first
priority perfected interest in the Trust Corpus against all other persons, including, without limitation, the filing of financing statements,
amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession
of all records or documents of title. All financing statements filed or to be filed against the Seller in favor of the Trust Depositor
or the Trust in connection herewith describing the Contract Assets as collateral shall contain a statement to the following effect: “A
purchase of or security interest in any collateral described in this financing statement, except as permitted in the Transfer and Sale
Agreement or the Sale and Servicing Agreement, will violate the rights of the Secured Party.”


 


Section 4.03.          Name Change or Relocation. (a) During the term of this Agreement, neither the Seller nor the Trust Depositor shall change its
name, identity or structure or change its state of incorporation without first giving at least 30 days’ prior written notice to
the Owner Trustee and the Indenture Trustee.


 


(b)          If
any change in either the Seller’s or the Trust Depositor’s name, identity or structure or other action would make any financing
or continuation statement or notice of lien filed under this Agreement seriously misleading within the meaning of applicable provisions
of the UCC or any title statute, the Servicer, no later than five days after the effective date of such change, shall file such amendments,
if any, as may be required to preserve and protect the Trust’s interests in the Trust Corpus and the proceeds thereof. In addition,
neither the Seller nor the Trust Depositor shall change its state of incorporation unless it has first taken such action as is advisable
or necessary to preserve and protect the Trust’s interest in the Trust Corpus. Promptly after taking any of the foregoing actions,
the Servicer shall deliver to the Owner Trustee and the Indenture Trustee an opinion of counsel reasonably acceptable to the Owner Trustee
and the Indenture Trustee stating that, in the opinion of such counsel, all financing statements or amendments necessary to preserve and
protect the interests of the Trust in the Trust Corpus and the Indenture Trustee in the Collateral have been filed, and reciting the details
of such filing.


 


Section 4.04.          Costs and Expenses. The Servicer agrees to pay all reasonable costs and disbursements in connection with the perfection and
the maintenance of perfection, as against all third parties, of the Trust’s right, title and interest in and to the Contracts (including,
without limitation, the security interest in the Motorcycles granted thereby).


 


ARTICLE
Five


 


SERVICING OF CONTRACTS


 


Section 5.01.          Responsibility for Contract Administration. The Servicer will have the sole obligation to manage, administer, service and make
collections on the Contracts and perform or cause to be performed all contractual and customary undertakings of the holder of the Contracts
to the Obligor. The Owner Trustee, at the written request of a Servicing Officer, shall furnish the Servicer with any powers of attorney
or other documents necessary or appropriate in the opinion of the Owner Trustee to enable the Servicer to carry out its servicing and
administrative duties hereunder. The Servicer is hereby appointed the servicer hereunder until such time as any Servicing Transfer may
be effected under Article Eight.


 






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Section 5.02.        
Standard of Care. In managing, administering, servicing and making collections on the Contracts pursuant to this Agreement,
the Servicer will exercise that degree of skill and care consistent with the skill and care that the Servicer exercises with respect to
similar contracts serviced by the Servicer, and, in any event no less degree of skill and care than would be exercised by a prudent servicer
of promissory notes and security agreements; provided, however, that notwithstanding the foregoing, the Servicer shall not release
or waive the right to collect the unpaid balance of any Contract except that with respect to a Contract that has become a Defaulted Contract,
the Servicer, consistent with its collection policies, may release or waive the right to collect the unpaid balance of such Defaulted
Contract in an effort to maximize collections thereon.


 


Section 5.03.        
Records. The Servicer shall, during the period it is servicer hereunder, maintain such books of account and other records as
will enable the Owner Trustee and the Indenture Trustee to determine the status of each Contract.


 


Section 5.04.        
Inspection. (a) At all times during the term hereof, the Servicer shall afford the Owner Trustee and the Indenture Trustee
and their respective authorized agents reasonable access during normal business hours to the Servicer’s records relating to the
Contracts and will cause its personnel to assist in any examination of such records by the Owner Trustee or the Indenture Trustee, or
such authorized agents and allow copies of the same to be made. The examination referred to in this Section will be conducted in a manner
which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations. Without otherwise
limiting the scope of the examination the Owner Trustee or the Indenture Trustee may, using generally accepted audit procedures, verify
the status of each Contract and review the Computer File and records relating thereto for conformity to Monthly Reports prepared pursuant
to Article Nine and compliance with the standards represented to exist as to each Contract in this Agreement.


 


(b)       At
all times during the term hereof, the Servicer shall keep available a copy of the List of Contracts at its principal executive office
for inspection by the Trustees.


 


Section 5.05.        
Trust Accounts. (a) On or before the Closing Date, the Trust Depositor shall establish the Trust Accounts, each with and in
the name of the Indenture Trustee for the benefit of the Noteholders. The Administrator is hereby required to ensure that each of the
Trust Accounts is established and maintained as an Eligible Account. In the event that a Trust Account does not satisfy the requirements
set forth in the definition of Eligible Account, the Trust Depositor shall, with the assistance of the Indenture Trustee, as necessary,
use reasonable efforts to cause such Trust Account to be moved to an account satisfying the requirements set forth in the definition of
Eligible Account within sixty (60) days.


 


(b)       The
Indenture Trustee shall deposit (or, except as provided in Section 5.05(e) hereof, the Servicer shall deposit, with respect to payments
by or on behalf of the Obligors received directly by the Servicer) into the Collection Account as promptly as practical (but in any case
not later than the second Business Day following the processing thereof):


 


(i)       With
respect to principal and interest on the Contracts received after the Cutoff Date (which for the purpose of this paragraph (b)(i) shall
include those monies in the Lockbox Account allocable to principal and interest on the Contracts), all such amounts received by the Owner
Trustee or Servicer;


 


(ii)       All
Net Liquidation Proceeds related to the Contracts;


 






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(iii)       The
aggregate of the Purchase Prices for Contracts reacquired by the Trust Depositor as described in Section 7.08, and by the Seller as described
in the Sale and Transfer Agreement;


 


(iv)       All
Advances made by the Servicer pursuant to Section 7.03;


 


(v)       All
amounts paid by the Servicer in connection with an optional purchase of the Contracts described in Section 7.10;


 


(vi)       The
aggregate of the Purchase Prices for Contracts purchased by the Servicer as described in Section 7.11; and


 


(vii)     All
amounts received in respect of interest, dividends, gains, income and earnings on investments of funds in the Collection Account and
the Note Distribution Account as contemplated herein.


 


(c)       [Reserved].


 


(d)       The
Servicer shall direct the Indenture Trustee to, and the Indenture Trustee shall, invest the amounts in the Trust Accounts in Qualified
Eligible Investments that are payable on demand or that mature not later than one Business Day prior to the next succeeding Distribution
Date. Once such funds are invested, the Indenture Trustee shall not change the investment of such funds. Any loss on such investments
shall be charged to such Trust Account. Funds in the Trust Accounts not so invested must be insured to the extent permitted by law by
the Deposit Insurance Fund of the Federal Deposit Insurance Corporation. Subject to the restrictions herein, the Indenture Trustee may
purchase a Qualified Eligible Investment from itself or an Affiliate. Subject to the other provisions hereof, the Indenture Trustee shall
have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment,
if any, shall be delivered directly to the Indenture Trustee or its agent, together with each document of transfer, if any, necessary
to transfer title to such investment to the Indenture Trustee in a manner which complies with this Section 5.05(d). All interest, dividends,
gains upon sale and other income from, or earnings on, investments of funds in the Trust Accounts (other than the Reserve Fund) shall
be deposited in the Collection Account pursuant to Section 5.05(b) and distributed on the applicable Distribution Date pursuant to Section
7.05. The Trust Depositor and the Trust agree and acknowledge that the Indenture Trustee is to have “control” (within
the meaning of Section 9-106 of the UCC) of collateral comprised of “investment property” (within the meaning of Section
9-102 of the UCC) for all purposes of this Agreement, it being understood that the Indenture Trustee shall make no investment decisions
in connection therewith.


 


(e)       Notwithstanding
anything to the contrary herein, the Servicer may remit payments on the Contracts and Net Liquidation Proceeds to the Collection Account
in next-day funds or immediately available funds no later than 10:00 a.m., Central time, on the Business Day prior to the next succeeding
Distribution Date, but only for so long as the short-term debt security rating of the Servicer (or an Affiliate thereof acceptable to
each Rating Agency) is at least “P-1” by Moody’s and “A-1” by S&P.


 


(f)       The
Servicer shall apply collections received in respect of a Contract as follows:


 


(i)       First,
to the scheduled payment (including accrued interest and principal) with respect to such Contract;


 


(ii)      Second,
to pay any expenses and unpaid late charges or fees (if any) due and owing under such Contract; and


 






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(iii)       Third,
to any remaining principal until such Contract is paid in full.


 


(g)       The
Servicer will, from time to time as provided herein, be permitted to withdraw or request the withdrawal from the Collection Account any
amount deposited therein that, based on the Servicer’s good-faith determination, was deposited in error.


 


Section 5.06.        
Enforcement. (a) The Servicer will, consistent with Section 5.02, act with respect to the Contracts in such manner as in its
judgment will maximize the receipt of all payments called for under the terms of the Contracts. The Servicer, acting as agent for the
Trust pursuant to the Lockbox Agreement, shall use its best efforts to cause Obligors to make all payments on the Contracts to the Lockbox
Account (either directly by remitting payments to the Lockbox, or indirectly by making payments through a direct debit, the telephone
or the internet to an account of the Servicer which payments will be subsequently transferred from such account to the Lockbox Account).
The Servicer will act in a commercially reasonable manner with respect to the repossession and disposition of a Motorcycle following a
default under the related Contract with a view to realizing proceeds at least equal to the Motorcycle’s fair market value. If the
Servicer determines that eventual payment in full of a Contract is unlikely, the Servicer will follow its normal practices and procedures
to recover all amounts due upon that Contract, including repossessing and disposing of the related Motorcycle at a public or private sale
or taking other action permitted by applicable law. The Servicer will be entitled to recover all reasonable out-of-pocket expenses incurred
by it in liquidating a Contract and disposing of the related Motorcycle.


 


(b)       The
Servicer may sue to enforce or collect upon Contracts, in its own name, if possible, or as agent for the Trustees. If the Servicer elects
to commence a legal proceeding to enforce a Contract, the act of commencement shall be deemed to be an automatic assignment of the Contract
to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer
may not enforce a Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Contract, the Owner
Trustee (or the Indenture Trustee) on behalf of the Trust shall, at the Servicer’s expense, take such steps as the Servicer deems
reasonably necessary to enforce the Contract, including bringing suit in its name or the names of the Noteholders under the Indenture
and the Certificateholder as owner of the Trust.


 


(c)       The
Servicer shall exercise any rights of recourse against third persons that exist with respect to any Contract in accordance with the Servicer’s
usual practice. In exercising recourse rights, the Servicer is authorized on the Trust’s and Indenture Trustee’s behalf to
reassign the Defaulted Contract or the related Motorcycle to the Person against whom recourse exists at the price set forth in the document
creating the recourse; provided, however, the Servicer in exercising recourse against any third persons as described in the immediately
preceding sentence shall do so in such manner as in its judgment will maximize the aggregate recovery with respect to the Contract; and
provided further, however, that notwithstanding the foregoing the Servicer in its capacity as such may exercise such recourse only
if such Contract (i) was not required to be reacquired by the Seller pursuant to the Transfer and Sale Agreement or (ii) was required
to be reacquired by the Seller and the Seller has defaulted on such reacquisition obligation.


 


(d)       The
Servicer will not permit any rescission or cancellation of any Contract due to the acts or omissions of the Trust Depositor.


 


(e)       Subject
to Section 5.02, the Servicer may grant extensions, rebates or adjustments on a Contract; provided, however, that if the
Servicer extends the date for final payment by the Obligor of any Contract beyond the Class A-4 Final Distribution Date, it shall promptly
purchase such Contract pursuant to Section 7.11.


 






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(f)       The
Servicer will not add to the outstanding Principal Balance of any Contract the premium of any physical damage or other individual insurance
on a Motorcycle securing such Contract it obtains on behalf of the Obligor under the terms of such Contract, but may create a separate
Obligor obligation with respect to such premium if and as provided by the Contract.


 


(g)       If
the Servicer shall have repossessed a Motorcycle on behalf of the Trust, the Servicer shall either (i) maintain at its expense physical
damage insurance with respect to such Motorcycle, or (ii) indemnify the Trust against any damage to such Motorcycle prior to resale or
other disposition. The Servicer shall not allow such repossessed Motorcycles to be used in an active trade or business, but rather shall
dispose of the Motorcycle in a reasonable time in accordance with the Servicer’s normal business practices.


 


Section 5.07.        
Trustees to Cooperate. Upon payment in full on any Contract, the Servicer shall (if the Servicer is not then in possession
of the Contracts and Contract Files) notify the Trustees and request delivery of the Contract and Contract File to the Servicer. Upon
receipt of such notice and request, the Trustees shall promptly release or cause to be released such Contract and Contract File to the
Servicer. Upon receipt of such Contract and Contract File, each of the Trust Depositor and the Servicer is authorized to execute an instrument
in satisfaction of such Contract and to do such other acts and execute such other documents as the Servicer deems necessary to discharge
the Obligor thereunder and eliminate the security interest in the Motorcycle related thereto. The Servicer shall determine when a Contract
has been paid in full; to the extent that insufficient payments are received on a Contract credited by the Servicer as prepaid or paid
in full and satisfied, the shortfall shall be paid by the Servicer out of its own funds. From time to time as appropriate for servicing
and repossession in connection with any Contract, if the Servicer is not then in possession of the Contracts and Contract Files, the Indenture
Trustee shall, upon written request of a Servicing Officer and delivery to the Indenture Trustee of a receipt signed by such Servicing
Officer, cause the original Contract and the related Contract File to be released to the Servicer and shall execute such documents as
the Servicer shall deem reasonably necessary to the prosecution of any such proceedings. Such receipt shall obligate the Servicer to return
the original Contract and the related Contract File to the Indenture Trustee when the need by the Servicer has ceased unless the Contract
shall be acquired as described in Section 7.10 or 7.11. Upon request of a Servicing Officer, the Indenture Trustee shall perform such
other acts as reasonably requested by the Servicer and otherwise cooperate with the Servicer in the enforcement of each Certificateholder’s
rights and remedies with respect to the Contracts.


 


Section 5.08.        
Costs and Expenses. All costs and expenses incurred by the Servicer in carrying out its duties hereunder, fees and expenses
of accountants and payments of all fees and expenses incurred in connection with the enforcement of Contracts (including enforcement of
Defaulted Contracts and repossessions of Motorcycles securing such Contracts when such Contracts are not reacquired pursuant to Section
7.08) and all other fees and expenses not expressly stated hereunder to be for the account of the Trust shall be paid by the Servicer
and the Servicer shall not be entitled to reimbursement hereunder.


 


Section 5.09.        
Maintenance of Security Interests in Motorcycles. The Servicer shall take such steps as are necessary to maintain continuous
perfection and the first priority of the security interest created by each Contract in the related Motorcycle. The Owner Trustee and the
Indenture Trustee hereby authorize the Servicer to take such steps as are necessary to perfect such security interest and to maintain
the first priority thereof in the event of a relocation of a Motorcycle or for any other reason.


 






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Section 5.10.        
Successor Servicer/Lockbox Agreements. In the event the Servicer shall for any reason no longer be acting as such, the Successor
Servicer shall thereupon assume all of the rights and obligations of the outgoing servicer under each Lockbox Agreement; provided,
however, that the Successor Servicer shall not be liable for any acts or obligations of the Servicer arising prior to such succession.
In such event, the Successor Servicer shall be deemed to have assumed all of the outgoing Servicer’s interest therein and to have
replaced the outgoing Servicer as a party to each such Lockbox Agreement to the same extent as if such Lockbox Agreement had been assigned
to the Successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part
of the outgoing Servicer to a Lockbox Bank under such Lockbox Agreement. The outgoing Servicer shall, upon the request of the Owner Trustee,
but at the expense of the outgoing Servicer, deliver to the Successor Servicer all documents and records relating to each such Lockbox
Agreement and an accounting of amounts collected and held by a Lockbox Bank and otherwise use its best efforts to effect the orderly and
efficient transfer of any Lockbox Agreement to the Successor Servicer.


 


Section 5.11.        
Separate Entity Existence. The Servicer agrees to take or refrain from taking or engaging in with respect to the Trust Depositor,
as applicable, each of the actions or activities specified in the “substantive consolidation” opinion of Foley & Lardner
LLP (or in any related Certificate of the Servicer) delivered on the Closing Date, upon which the conclusions expressed therein are based.


 


ARTICLE
Six



THE TRUST DEPOSITOR


 


Section 6.01.        
Covenants of the Trust Depositor.


 


(a)       Existence.
During the term of this Agreement, the Trust Depositor will keep in full force and effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Transaction
Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions
contemplated hereby.


 


(b)       Arm’s
Length Transactions. During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates
will be conducted on an arm’s-length basis.


 


(c)       No
Other Business. The Trust Depositor shall not engage in any business other than financing, purchasing, owning, selling and managing
the Contracts in the manner contemplated by this Agreement and the other Transaction Documents and activities incidental thereto; provided,
however, that the Trust Depositor may purchase and transfer (or grant Liens in respect of) contracts and/or other related assets similar
to the Contracts to other Persons in securitization or other non-recourse financing transactions involving the Seller or any of its Affiliates
(or with respect to the Contract Assets themselves, following a release and reconveyance thereof from the Trust), on terms and conditions
(with respect to the liabilities imposed upon the Trust Depositor by virtue of such transactions, as well as in respect of agreements
or restrictions concerning activities of the Trust Depositor and its relations or interactions with the Seller or the Servicer or other
applicable Affiliate relevant to “bankruptcy remoteness” or “substantive consolidation” analysis), in each case
substantially similar to such terms and conditions applicable to the Trust Depositor hereunder and under the other Transaction Documents.


 






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(d)       No
Borrowing. The Trust Depositor shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for (i)
any Indebtedness except for any Indebtedness permitted by or arising under the Transaction Documents or (ii) obligations in connection
with transactions described in the proviso of Section 6.01(c), as limited thereby. The proceeds of the Notes shall be used exclusively
to fund the Trust Depositor’s purchase of the Contracts and the other assets specified in this Agreement, to pay the transactional
expenses of the Trust Depositor and to make the required deposits to the Reserve Fund.


 


(e)       Guarantees,
Loans, Advances and Other Liabilities. Except as otherwise contemplated by the Transaction Documents or in connection with transactions
described in Section 6.01(c), as limited thereby, the Trust Depositor shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuming another’s payment or performance on any obligation or capability
of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities
of, any other interest in, or make any capital contribution to, any other Person.


 


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


 


(g)       Restricted
Payments. Except as permitted or contemplated by the Transaction Documents or in connection with transactions described in Section
6.01(c), the Trust Depositor shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof, to any owner of an equity interest in the Trust Depositor,
(ii) redeem, purchase, retire or otherwise acquire for value any such equity interest or (iii) set aside or otherwise segregate any amounts
for any such purpose; it being understood that the Trust Depositor shall at all times have the right to distribute funds received pursuant
to the Transaction Documents, and pursuant to documents entered into in connection with transactions described in Section 6.01(c), to
its equity owner.


 


(h)       Separate Entity
Existence. The Trust Depositor shall:


 


(i)       Maintain
its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust
Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor.


 


(ii)       Ensure
that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses
related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity
shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.


 


(iii)       Ensure
that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or
to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear
its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when
the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated
to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such
costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis.


 






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(iv)       To
the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and
appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.


 


(v)       Conduct
its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary
corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings
appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions
or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including,
but not limited to, payroll and intercompany transaction accounts.


 


(vi)      Take
or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive
consolidation” opinions of Foley & Lardner LLP delivered on the Closing Date (or in any related certificate delivered in connection
therewith), upon which the conclusions expressed therein are based.


 


Section 6.02.       
Liability of Trust Depositor; Indemnities. The Trust Depositor shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Trust Depositor under this Agreement.


 


The Trust Depositor shall
indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the
Servicer from and against any taxes that may at any time be asserted against any such Person as a result of or relating to the transactions
contemplated herein and in the other Transaction Documents, including any sales, gross receipts, gross margin, general corporation, tangible
personal property, New York personal property replacement privilege or license taxes (but, in the case of the Issuer, not including any
taxes asserted with respect to, and as of the date of, the transfer of the Contracts to the Issuer or the issuance and original sale of
the Securities, or federal or other income taxes arising out of distributions on the Notes or the Certificate) and costs and expenses
in defending against the same.


 


The Trust Depositor shall
indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association, the Indenture Trustee and the
Securityholders from and against any loss, liability or expense incurred by reason of the Trust Depositor’s willful misfeasance,
bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless
disregard of its obligations and duties under this Agreement, including all reasonable and documented legal fees, costs and expenses incurred
in connection with the enforcement of this indemnity.


 


The Trust Depositor shall
indemnify, defend and hold harmless the Issuer, the Owner Trustee, Wilmington Trust, National Association and the Indenture Trustee from
and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance
or performance of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture
Trustee, in the Indenture, except to the extent that such cost, expense, loss, claim, damage or liability in the case of (i) the Owner
Trustee or Wilmington Trust, National Association, as the case may be, shall be due to the willful misfeasance, bad faith or negligence
of the Owner Trustee or Wilmington Trust, National Association, as the case may be, or shall arise from the breach by the Owner Trustee
or Wilmington Trust, National Association, as the case may be, of any of its representations or warranties set forth in Section 7.03 of
the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture
Trustee.


 






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The Trust Depositor shall
be liable directly to and will indemnify any injured party or any other creditor of the Trust for all losses, claims, damages, liabilities
and expenses of the Trust to the extent that the Trust Depositor would be liable if the Trust were a partnership under the Delaware Revised
Uniform Limited Partnership Act in which Trust Depositor were a general partner; provided, however, that Trust Depositor shall
not be liable for any losses incurred by a Certificateholder in the capacity of any investor in the Trust Certificate or a Noteholder
in the capacity of an investor in the Notes. In addition, any third party creditors of the Trust (other than in connection with the obligations
described in the proviso to the immediately preceding sentence for which Trust Depositor shall not be liable) shall be deemed third party
beneficiaries of this paragraph. The obligations of Trust Depositor under this paragraph shall be evidenced by the Trust Certificate described
in the Trust Agreement.


 


Indemnification under this
Section shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation and shall survive the termination
of the Trust and the resignation or removal of the Trustees. If the Trust Depositor shall have made any indemnity payments pursuant to
this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such
Person shall promptly repay such amounts to the Trust Depositor, without interest and the Trust Depositor may, as a condition to any such
indemnification, require such Person to agree in writing to do so.


 


Notwithstanding anything to
the contrary herein, the obligations of the Trust Depositor under this Section are solely the corporate obligations of the Trust Depositor
and shall be payable by it solely as provided in this Section. The Trust Depositor shall only be required to make such payments required
under this Section, (a) from funds available to it pursuant to, and in accordance with the payment priorities set forth in Section 7.05
and (b) to the extent that it receives additional funds designated for such purposes or to the extent that it has additional funds available
(other than funds described in the preceding clause (a)) that would be in excess of amounts that would be necessary to pay the debt and
other obligations of the Trust Depositor incurred in accordance with its Articles of Incorporation and all financing documents to which
it is a party as they come due. In addition, no amount owing by the Trust Depositor hereunder in excess of the liabilities that it is
required to pay in accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the
Bankruptcy Code) against it. No recourse shall be had for the payment of any amount owing hereunder or any other obligation of, or claim
against the Trust Depositor arising out of or based upon this Section against any stockholder, employee, officer, agent, director or authorized
person of the Trust Depositor or Affiliate thereof; provided, however, that the foregoing shall not relieve any such person
or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.


 


Section 6.03.        
Merger or Consolidation of, or Assumption of the Obligations of, Trust Depositor; Certain Limitations. Notwithstanding any
other provision in this Section and any provision of law, the Trust Depositor shall not do any of the following:


 


(a)       engage
in any business or activity other than as set forth in its Articles of Incorporation;


 


(b)       without
the affirmative vote of a majority of the members of the Board of Directors of the Trust Depositor (which must include the affirmative
vote of at least two duly appointed Independent directors) (i) dissolve or liquidate, in whole or in part, or institute proceedings to
be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a
petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or a substantial
part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts
generally as they become due, or (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) above;
provided, however, that no director may be required by any shareholder of the Trust Depositor to consent to the institution of
bankruptcy or insolvency proceedings against the Trust Depositor so long as it is solvent; or


 






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(c)       merge
or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially
all of the assets or capital stock or other ownership interest of any other corporation, company or entity unless the Person formed by
such consolidation or into which the Trust Depositor has merged or the Person which acquires by conveyance, transfer or lease substantially
all the assets of the Trust Depositor as an entirety, can lawfully perform the obligations of the Trust Depositor hereunder and executes
and delivers to the Owner Trustee and the Indenture Trustee an agreement in form and substance reasonably satisfactory to the Owner Trustee
and the Indenture Trustee which contains an assumption by such successor entity of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Trust Depositor under this Agreement; provided that the Rating Agency
Condition shall be satisfied with respect to any merger, consolidation or succession pursuant to this Section.


 


Section 6.04.        
Limitation on Liability of Trust Depositor and Others. The Trust Depositor and any director or officer or employee or agent
of the Trust Depositor may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Trust Depositor and any director or officer or employee or agent of the Trust Depositor
shall be reimbursed by the Owner Trustee for any contractual damages, liability or expense incurred by reason of the Owner Trustee’s
willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of its duties hereunder and under the other
Transaction Documents, or by reason of reckless disregard of its obligations and duties hereunder and under the other Transaction Documents.
The Trust Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.


 


Section 6.05.        
Trust Depositor Not to Resign. Subject to the provisions of Section 6.03, the Trust Depositor shall not resign from the obligations
and duties hereby imposed on it as Trust Depositor hereunder.


 






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ARTICLE
Seven



DISTRIBUTIONS; RESERVE FUND


 


Section 7.01.       
Monthly Distributions. (a) Each Noteholder and Certificateholder as of the related Record Date shall be paid on each Distribution
Date by wire transfer if such Noteholder or Certificateholder provides written instructions to the Indenture Trustee or the Owner Trustee,
respectively, at least ten days prior to such Distribution Date.


 


(b)       The
Indenture Trustee shall serve as the paying agent hereunder (the “Paying Agent”) and shall make the payments to or
on behalf of the Noteholders and the Certificateholder required hereunder. The Indenture Trustee hereby agrees that all amounts held by
it for payment hereunder will be held in trust for the benefit of the Noteholders and the Certificateholder.


 


Section 7.02.        
Fees. The Indenture Trustee shall be paid the Indenture Trustee Fee, the Asset Representations Reviewer shall be paid the
Asset Representations Reviewer Annual Fee and the Asset Representations Reviewer Fee and the Servicer shall be paid the Monthly Servicing
Fee. The Monthly Servicing Fee shall be paid solely from Available Monies and in accordance with the priorities described in Section
7.05(a) and Section 7.05(b), as applicable. The Indenture Trustee Fee and the Asset Representations Reviewer Fee shall be paid directly
by the Administrator, on behalf of the Issuer, and the Asset Representations Reviewer Annual Fee shall be paid directly by the Servicer,
on behalf of the Issuer, and, in each case, if not promptly paid thereby, from Available Monies and in accordance with the priorities
described in Section 7.05(a) and Section 7.05(b), as applicable. No recourse may be had to the Seller, the Trust Depositor, the Trustees,
the Servicer, or any of their respective Affiliates in the event that amounts available under Section 7.05(a) or Section 7.05(b), as
applicable, are insufficient for payment of the Monthly Servicing Fee and any Indenture Trustee Fee or Asset Representations Reviewer
Fee not paid by the Administrator.


 


Section
7.03.        Advances. On each Determination Date, the Servicer shall compute the amount of Delinquent Interest, if any, on
the Contracts. Not later than each Distribution Date, the Servicer shall advance (each, an “Advance”) an amount equal
to the Delinquent Interest for such Determination Date by depositing such amount in the Collection Account; provided, however,
that the Servicer shall be obligated to advance Delinquent Interest only to the extent that the Servicer, in its sole discretion, expects
that such advance will not become an Uncollectible Advance. The Servicer shall indicate on each Monthly Report (i) the amount of Delinquent
Interest, if any, on the Contracts for the related Determination Date and (ii) the amount of the Advance, if any, made by the Servicer
in respect of the Delinquent Interest pursuant to this Section 7.03. If the amount of such Advance is less than the amount of the Delinquent
Interest, the relevant Monthly Report shall be accompanied by a certificate of a Servicing Officer setting forth in reasonable detail
the basis for the determination by the Servicer that the portion of the Delinquent Interest not advanced would become an Uncollectible
Advance. By each Determination Date, the Servicer shall determine the amount of prior unreimbursed Advances for which it shall be entitled
to be reimbursed pursuant to the provisions of this Section (such amount, the “Reimbursement Amount”). The Servicer
shall be entitled to be reimbursed for any outstanding Advance with respect to a Contract as provided in Section 7.05(a)(i).


 






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Section 7.04.           [Reserved].


 


Section 7.05.           Distributions; Priorities.


 


(a)            Except
as provided in Section 7.05(b), on each Distribution Date, the Indenture Trustee, at the Servicer’s direction, will make the following
allocations and distributions of Available Monies, together with amounts withdrawn from the Reserve Fund, in the following order of priority:


 


(i)              
to the Servicer, the Reimbursement Amount for Advances previously made;


 


(ii)            
to the Servicer, the Monthly Servicing Fee, including any unpaid Monthly Servicing Fee with respect to one or more prior Distribution
Dates;


 


(iii)            
to the Indenture Trustee, to the extent not already paid by the Administrator on behalf of the Issuer, (A) the Indenture Trustee
Fee, including any unpaid Indenture Trustee Fee with respect to one or more prior Distribution Dates, and (B) any unpaid indemnity and
reimbursement amounts due to the Indenture Trustee under Section 6.07 of the Indenture up to an amount not to exceed $150,000 per calendar
year;


 


(iv)            
to the Asset Representations Reviewer, to the extent not already paid by the Administrator or the Servicer, as applicable, on behalf
of the Issuer, the Asset Representations Reviewer Annual Fee, the Asset Representations Reviewer Fee and expenses and indemnity amounts
due and owing under the Asset Representations Review Agreement up to an amount not to exceed $200,000 per calendar year;


 


(v)             
to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest
Distributable Amount with respect to such Distribution Date for further distribution to the Class A Noteholders; provided, however,
that if there are insufficient Available Monies to pay the entire amount of the Note Interest Distributable Amount, then the remaining
Available Monies shall be applied to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, and the Class
A-4 Notes, pro rata, on the basis of the Note Interest Distributable Amount for each such Class of Notes;


 


(vi)             to the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the Principal Distributable
Amount with respect to such Distribution Date for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount
of the Class A-1 Notes has been paid in full, second, to the Class A-2a Noteholders and Class A-2b Noteholders (pro rata based
on their respective Outstanding Amounts) until the Outstanding Amount of the Class A-2 Notes has been paid in full, third, to the Class
A-3 Noteholders until the Outstanding Amount of the Class A-3 Notes has been paid in full, and fourth, to the Class A-4 Noteholders until
the Outstanding Amount of the Class A-4 Notes has been paid in full;


 


(vii)            any Excess Amounts to the Reserve Fund up to the amount, if any, necessary to increase the balance thereof to the Specified Reserve
Fund Balance;


 


(viii)           to the Indenture Trustee, any fees, expenses and indemnity amounts due but not paid under clause (iii) above;


 


(ix)             
to the Asset Representations Reviewer, any fees, expenses and indemnity amounts due but not paid under clause (iv) above; and


 


(x)              
any remaining amounts to the Certificateholder as residual interestholder under the Trust Agreement.


 






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(b)            If
the Notes have been declared immediately due and payable as provided in the Indenture, then, until such time as the Notes have been paid
in full, Available Monies shall be allocated and distributed in the following order of priority after payment of the amounts set forth
in Section 7.05(a)(i) and (ii):


 


(i)               to
the Indenture Trustee, to the extent not already paid by the Administrator on behalf of the Issuer, (A) the Indenture Trustee Fee, including
any unpaid Indenture Trustee Fee with respect to one or more prior Distribution Dates, and (B) any unpaid indemnity and reimbursement
amounts under Section 6.07 of the Indenture;


 


(ii)              to
the Asset Representations Reviewer, to the extent not already paid by the Administrator or the Servicer, as applicable, on behalf of the
Issuer, the Asset Representations Reviewer Annual Fee, the Asset Representations Reviewer Fee and expenses and indemnity amounts due and
owing under the Asset Representations Review Agreement up to an amount not to exceed $200,000 per calendar year;


 


(iii)             to
the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the applicable Note Interest Distributable
Amount with respect to such Distribution Date for further distribution to the Class A Noteholders; provided, however, that if there
are insufficient Available Monies to pay the entire amount of the Note Interest Distributable Amount for the Class A Notes, then the remaining
Available Monies shall be applied to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, and the Class
A-4 Notes, pro rata, on the basis of the Note Interest Distributable Amount for each such Class of Notes;


 


(iv)             to
the Note Distribution Account, together with any amounts deposited therein pursuant to Section 7.06, the Principal Distributable Amount
with respect to such Distribution Date for further distribution first, to the Class A-1 Noteholders until the Outstanding Amount of the
Class A-1 Notes has been paid in full, and second, to the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders,
and the Class A-4 Noteholders, pro rata, based on the outstanding principal amount of the related Classes of Notes, until the Outstanding
Amount of such Classes of Notes has been paid in full;


 


(v)              to
the Asset Representations Reviewer, any fees, expenses and indemnity amounts due but not paid as provided in Section 7.05(a)(iv); and


 


(vi)             any
remaining amounts to the Certificateholder as residual interestholder under the Trust Agreement.


 


Section 7.06.            Reserve Fund.


 


(a)            On
the Closing Date, the Indenture Trustee, on behalf of the Trust Depositor shall deposit the Reserve Fund Initial Deposit into the Reserve
Fund from the net proceeds of the Notes.


 


(b)            The
Servicer shall determine no later than 11:00 a.m., New York, New York time, on each Distribution Date (but after making, and taking into
account, the transfers of funds contemplated in Section 7.05 above) whether there exists a Shortfall with respect to such Distribution
Date. In the event that the Servicer determines that there exists a Shortfall, the Servicer shall direct the Indenture Trustee no later
than 1:00 p.m., New York, New York time, on such Distribution Date to remit monies from the Reserve Fund in the following order of priority:
first, to the Note Distribution Account the amount of such Shortfall relating to the Note Interest Distributable Amount, for such Distribution
Date, and second, to the Note Distribution Account, the amount of such Shortfall relating to the Principal Distributable Amount.


 






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(c)            The
Indenture Trustee shall at the written direction of the Servicer invest the funds in the Reserve Fund in Qualified Eligible Investments
selected by the Servicer. Funds in the Reserve Fund shall be invested in investments that are payable on demand or mature on or before
the Business Day prior to each Distribution Date. Once such funds are invested, the Indenture Trustee shall not change the investment
of such funds prior to maturity (unless directed to do so by the Servicer). Upon any such investment, the Indenture Trustee shall, consistent
with the definition of Qualified Eligible Investment herein, make an appropriate notation of the security interest in such Qualified Eligible
Investment on the Indenture Trustee’s records, by book entry or otherwise. All income and gain realized from any such investments
as well as any interest earned on Reserve Fund Deposits shall be deposited and retained in the Reserve Fund (subject to Section 7.06(e)).
Losses, if any, realized on amounts in the Reserve Fund invested pursuant to this paragraph shall first be credited against undistributed
investment earnings on amounts in the Reserve Fund invested pursuant to this paragraph, and shall thereafter be deemed to reduce the amount
on deposit in the Reserve Fund. Neither the Trust Depositor nor the Indenture Trustee shall be liable for the amount of any loss incurred
in respect of any investment, or lack of investment, of funds held in the Reserve Fund. All income or loss on funds held in the Reserve
Fund shall be taxable to the Certificateholder.


 


(d)            Any
Excess Amounts will be applied as provided in Section 7.05(a)(vii) to increase the balance of the Reserve Fund to the Specified Reserve
Fund Balance.


 


(e)            On
each Distribution Date on which the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto and withdrawals
therefrom on such Distribution Date) exceeds the Specified Reserve Fund Balance, the Indenture Trustee shall release such excess amounts
to the Trust Depositor.


 


Section 7.07.           [Reserved].


 


Section 7.08.           Purchase of Contracts for Breach of Representations and Warranties.


 


(a)            If the Trust Depositor (i) has knowledge of a breach of a representation or warranty of the Seller as set forth in Exhibit
J hereto, (ii) receives notice from the Issuer, the Owner Trustee or the Indenture Trustee of a breach of a representation or
warranty of the Seller as set forth in Exhibit J hereto, (iii) receives a Repurchase Request from the Owner Trustee or the
Indenture Trustee for a Contract or (iv) receives a Review Report that indicates a Test Fail for a Contract, then, in each case,
the Trust Depositor will investigate the Contract to confirm the breach and determine if the breach has a material adverse effect on the
Contract.  None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or the Administrator will have an obligation
to investigate whether a breach of any representation or warranty has occurred or whether any Contract is required to be repurchased under
this Section 7.08.


 






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(b)            Upon a discovery by the Servicer, the Trust Depositor or the Trustees of a breach of a representation or warranty of the Seller
as set forth in Exhibit J hereto that materially adversely affects the Trust’s interest in such Contract (without regard
to the benefits of the Reserve Fund), the party discovering the breach shall give prompt written notice to the other parties; provided,
that the Trustees shall have no duty or obligation to inquire or to investigate the breach by the Seller of any of such representations
or warranties. The Trust Depositor shall reacquire from the Trust, and the Trust Depositor shall cause the Seller to reacquire from the
Trust Depositor, as provided in the Transfer and Sale Agreement and in accordance with this Section 7.08, a Contract at its Purchase Price
(which shall be deposited into the Collection Account), not later than two Business Days prior to the first Distribution Date after the
last day of the calendar month in which the Trust Depositor or the Seller become aware or receive written notice from the Trustees, the
Servicer or the Trust Depositor of any breach of a representation or warranty of the Seller set forth in Article III of the Transfer and
Sale Agreement that materially and adversely affects such Contract or the Trust’s interest in such Contract and which breach has
not been cured; provided, however, that with respect to any Contract described on the List of Contracts with respect to an incorrect
unpaid Principal Balance which the Seller would otherwise be required to reacquire under the Transfer and Sale Agreement, the Seller may,
in lieu of reacquiring such Contract, deposit in the Collection Account, not later than one Business Day prior to the first Distribution
Date after the last day of the calendar month in which the Seller becomes aware of such inaccuracy, cash in an amount sufficient to cure
any deficiency or discrepancy; and provided further that with respect to a breach of representation or warranty relating to the
Contracts in the aggregate and not to any particular Contract the Seller may select Contracts (without adverse selection) to reacquire
such that had such Contracts not been included as part of the Trust Corpus there would have been no breach of such representation or warranty.


 


(c)            If
the Servicer determines in good faith that the representation and warranty of the Seller as set forth in Section 2(i) of Exhibit J
hereto may have been violated with respect to one or more Contracts, and that amendment of the terms of such Contract(s) could better
ensure compliance with applicable laws and if the Seller shall have notified the Servicer in writing of its intention to amend the terms
of such Contract(s) to ensure compliance with applicable laws upon reacquisition pursuant to this Section 7.08(c) and the Transfer and
Sale Agreement, the Servicer shall give prompt written notice of such determination to the other parties. The Trust Depositor shall reacquire
from the Trust, and the Trust Depositor shall cause the Seller to reacquire from the Trust Depositor, as provided in the Transfer and
Sale Agreement and in accordance with this Section 7.08, a Contract at its Purchase Price (which shall be deposited into the Collection
Account), not later than two Business Days prior to the first Distribution Date after the last day of the calendar month in which the
Trust Depositor and the Seller receive the written notice from the Servicer described above; provided, however, that no Contract
shall be reacquired pursuant to this Section 7.08(b) if, after giving effect to such reacquisition, the aggregate Principal Balance of
the Contracts so reacquired, measured as of the Cutoff Date, would exceed 10% of the Pool Balance as of the Cutoff Date. For the avoidance
of doubt, this provision does not limit the obligation of the Seller to repurchase any Contract for which there is a breach of a representation
or warranty of the Seller as set forth in Exhibit J and there shall be no limitation on the Principal Balance or the number of
Contracts that are required to be repurchased by the Seller in connection with a breach of a representation or warranty of the Seller
as set forth in Exhibit J.


 


(d)            Notwithstanding
any other provision of this Agreement, the obligations of the Seller under the Transfer and Sale Agreement and described in this Section
7.08 shall not terminate or be deemed released by any party hereto upon a Servicing Transfer pursuant to Article Eight. The reacquisition
obligations described in this Section 7.08 are in no way to be satisfied with monies on deposit in the Reserve Fund. The sole remedy of
the Issuer, the Trustees, and the Noteholders against the Seller with respect to a breach of a representation or warranty of the Seller
shall be to require the Seller to reacquire the related Contract pursuant to this Section 7.08.


 


Section 7.09.          Reassignment of Reacquired Contracts. Upon receipt by the Indenture Trustee for deposit in the Collection Account of the Purchase
Price as described in Section 7.08, Section 7.10 or Section 7.11, and upon receipt of a certificate of a Servicing Officer in the form
attached hereto as Exhibit G, the Indenture Trustee shall release its lien on and the Trust shall assign to the Trust Depositor,
the Seller or the Servicer, as applicable, all of the Trust’s right, title and interest in the reacquired or purchased Contract
without recourse, representation or warranty, except as to the absence of liens, charges or encumbrances created by or arising as a result
of actions of the Trustees.


 






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Section 7.10.           Servicer’s Purchase Option. On written notice to the Owner Trustee and Indenture Trustee at least 20 days prior to a
Distribution Date, and provided that the Pool Balance is then less than 10% of the Pool Balance as of the Cutoff Date, the Servicer may
(but is not required to) purchase on that Distribution Date all outstanding Contracts (and related Contract Assets) at a price equal to
the aggregate Outstanding Amount of the Notes on the previous Distribution Date plus the aggregate of the Note Interest Distributable
Amount for the current Distribution Date, the Reimbursement Amount (if any) as well as accrued and unpaid Monthly Servicing Fees and the
Indenture Trustee Fee to the date of such purchase. Such price shall be deposited in the Collection Account not later than one (1) Business
Day before such Distribution Date, against the Owner Trustee’s and Indenture Trustee’s release of the Contracts and the Contract
Files to the Servicer.


 


Section 7.11.           Purchase of Contracts for Breach of Servicing Obligations. Upon a discovery by the Servicer or the Trustees of a breach of
any of the covenants of the Servicer set forth in Sections 5.02, 5.06 or 5.09 that materially adversely affects the Trust’s interest
in a Contract (without regard to the benefits of the Reserve Fund), the party discovering the breach shall give prompt written notice
to the other parties; provided that the failure to maintain perfection of the security interest in the Motorcycle securing a Contract
in accordance with Section 5.09, shall be deemed to be a breach materially and adversely affecting the Trust’s interest in the Contract
or in the related Contracts; provided, further, that the Trustees shall have no duty or obligation to inquire or to investigate
the breach by the Servicer of any of such covenants. The Servicer, in accordance with this Section 7.11, shall purchase such Contract
at its Purchase Price, two Business Days prior to the first Distribution Date after the last day of the calendar month in which the Servicer
becomes aware, or receives written notice from the Trustees of any breach described in the preceding sentence which breach has not been
cured; provided, however, that with respect to a breach of any of the covenants of the Servicer set forth in Sections 5.02, 5.06 or 5.09
relating to the Contracts in the aggregate and not to any particular Contract the Servicer may select Contracts (without adverse selection)
to purchase such that had such Contracts not been included as part of the Trust Corpus there would have been no breach of such covenant.
Notwithstanding any other provision of this Agreement, the obligation of the Servicer described in this Section 7.11 shall not terminate
or be deemed released by any party hereto upon a Servicing Transfer pursuant to Article Eight. The purchase obligation described in this
Section 7.11 is in no way to be satisfied with monies in the Reserve Fund. Upon Servicer’s payment of the Purchase Price of the
Contract, any Event of Termination pursuant to Section 8.01(b) arising as a result of the Servicer’s breach of any of the covenants
set forth in Sections 5.02, 5.06 or 5.09 with respect to such Contract shall be deemed not to have occurred.


 


Section 7.12.           Dispute Resolution.


 


(a)            If the Issuer, the Owner Trustee, the Indenture Trustee (acting at the written direction of a Noteholder) or a Noteholder (the
 “Requesting Party”) requests that the Trust Depositor and/or the Seller repurchase a Contract due to an alleged breach
of a representation and warranty set forth on Exhibit J hereto or in Section 3.02 of the Sale and Transfer Agreement (each,
a “Repurchase Request”), and the Repurchase Request has not been resolved within 180 days after the Trust Depositor
or the Seller receives the Repurchase Request, the Requesting Party, including a Beneficial Owner of a Note, may refer the matter, in
its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  The Requesting Party
must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end
of the 180-day period.  The Trust Depositor and the Seller agree to participate in the dispute resolution method selected by the
Requesting Party.


 






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(b)            If the Requesting Party selects mediation for dispute resolution:


 


(i)              
The mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent
with the procedures for mediation stated in this Section 7.12, the procedures in this Section 7.12 will control.


 


(ii)             
A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. 
The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in
commercial litigation and, if possible, consumer finance or asset-backed securitization matters.


 


(iii)             The
mediation will start within 15 days after the selection of the mediator and conclude within 30 days after the start of the mediation.


 


(iv)            
Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.


 


(v)             
If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration
under this Section 7.12 or may commence legal proceedings to resolve the dispute.


 


		(c)	If the Requesting Party selects arbitration for dispute resolution:



 


(i)              
The arbitration will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent
with the procedures for arbitration stated in this Section 7.12, the procedures in this Section 7.12 will control.


 


(ii)              A
single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR
Rules.  The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years
of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.  The
arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in
effect at the time of the arbitration.  Before accepting an appointment, the arbitrator must promptly disclose any
circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the
proceedings within the stated time schedule.   The arbitrator may be removed by the ADR Organization for cause consisting
of actual bias, conflict of interest or other serious potential for conflict.


 


(iii)             The
arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion
of any party. Discovery will be completed within 30 days of selection of the arbitrator and will be limited for each party to two
witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions.  However,
the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. 
Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing
brief.  The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed
for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. 
The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.


 






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(iv)             The
arbitrator will make its final determination no later than 90 days after its selection.  The arbitrator will resolve the dispute
according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other
Transaction Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in
any arbitration conducted by them.  In its final determination, the arbitrator will determine and award the expenses of the arbitration
(including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to
the parties in its reasonable discretion.  The determination of the arbitrator will be in writing and counterpart copies will be
promptly delivered to the parties.  The final determination of the arbitrator in binding arbitration will be final and non-appealable,
except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any
court of competent jurisdiction.


 


(v)             
By selecting binding arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by
jury.


 


(vi)             The
Requesting Party may not bring a putative or certificated class action to arbitration.  If this waiver of class action rights is
found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.


 


		(d)	For each mediation or arbitration:



 


(i)               Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location
selected by the Trust Depositor or the Seller.  Any party or witness may participate by teleconference or video conference.


 


(ii)             
The Trust Depositor, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court
of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.


 


(iii)             Neither the Trust Depositor nor the Seller will be required to produce personally identifiable customer information for purposes
of any mediation or arbitration.  The existence and details of any unresolved Repurchase Request, any informal meetings, mediations
or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken
in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or
other proceeding.  The parties will keep this information confidential and will not disclose or discuss it with any third party (other
than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration
proceeding under this Section 7.12), except as required by law, regulatory requirement or court order.  If a party to a mediation
or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory
body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the
other party and will provide the other party with the opportunity to object to the production of its confidential information.


 


(iv)             For
the avoidance of doubt, the Indenture Trustee shall not be deemed to be a Requesting Party in its individual capacity, but solely acting
in its capacity as Indenture Trustee, on behalf of the requesting Noteholders.


 






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Section 7.13.           Calculation Agent; Benchmark Determination.


 


(a)            The
Issuer agrees that for so long as there is an Outstanding Amount of the Floating Rate Notes and the Benchmark is 30-Day Average SOFR
or Term SOFR, there shall be an agent appointed to obtain the 30-Day Average SOFR or Term SOFR, as applicable, for each Interest
Period (the “Calculation Agent”). The Issuer appoints the Indenture Trustee as Calculation Agent for the
purposes of (i) obtaining 30-Day Average SOFR or Term SOFR from the FRBNY Website, as indicated herein, for each Interest Period, and (ii) providing the same to the Administrator to calculate the interest rate for the Floating Rate Notes as described herein; and the Indenture Trustee
hereby accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable
or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer shall promptly appoint a replacement Calculation
Agent. The Calculation Agent may not resign without a replacement having been duly appointed. The Calculation Agent will obtain 30-Day Average SOFR or Term SOFR, as applicable, for each Interest Period by referring to the applicable published source and will provide the same to the Administrator to
calculate the interest rate on the Floating Rate Notes.


 


(b)           
The interest rate for the Floating Rate Notes will vary with the related Benchmark, which initially will be 30-Day Average SOFR. The
Calculation Agent will obtain 30-Day Average SOFR and the Administrator will calculate the Interest Rate for the Class A-2b Notes
using the method described herein. If the Administrator determines, in its sole discretion, that, as of any date, it is
operationally, administratively and technically feasible to use Term SOFR as the Benchmark for the Floating Rate Notes, then the
Administrator may notify the Calculation Agent thereof and the Benchmark will be changed to Term SOFR for purposes of calculating
interest on the Floating Rate Notes, and the Administrator, in its sole discretion, will have the right to make any applicable SOFR
Adjustment Conforming Changes in connection therewith. If the Benchmark is changed to Term SOFR, Term SOFR will be obtained by the
Calculation Agent from the published source and at the time determined by the Administrator. If the Benchmark is 30-Day Average SOFR
or Term SOFR, on each Benchmark Determination Date, the Calculation Agent shall notify the Servicer, the Administrator, the
Indenture Trustee and the Issuer of the Benchmark for the related Interest Period by email on the Business Day following the date the rate is obtained. If the Benchmark is any rate other than 30-Day
Average SOFR or Term SOFR on each Benchmark Determination Date, the Administrator shall notify the Servicer, the Issuer and the
Indenture Trustee by email of the Benchmark for the related Interest Period. All determinations of the Benchmark by the Calculation
Agent or the Administrator, as applicable, and all calculations of interest on the Floating Rate Notes by the Administrator, in the
absence of manifest error, shall be conclusive and binding on the Noteholders for all purposes. If a published 30-Day Average SOFR
rate is unavailable on a Benchmark Determination Date while the Benchmark is 30-Day Average SOFR, then the 30-Day Average SOFR rate
will be 30-Day Average SOFR for the most recent Business Day on which such rate was published. If a published Term SOFR rate is
unavailable while the Benchmark is Term SOFR, then the Term SOFR rate will be Term SOFR for the immediately preceding Interest
Period.


 


Any determination, decision or election that may
be made by the Administrator or any other person in connection with a change to Term SOFR or any SOFR Adjustment Conforming Change, including,
but not limited to, any determination with respect to administrative feasibility (whether due to technical, administrative or operational
issues) or an adjustment, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding
absent manifest error, may be made in the Administrator’s sole discretion, and will become effective without the consent of any
other person (including any Noteholder). The holders of the Notes will not have any right to approve or disapprove of these changes or
determinations and will be deemed to have waived and released any and all claims against any transaction party relating to any such changes
or determinations. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator,
the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it
or the Administrator with respect to any change to Term SOFR and any SOFR Adjustment Conforming Changes or any other matters related to
or arising in connection with the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial
interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee,
the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.


 






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(c)            Upon the occurrence of a Benchmark Transition Event:


 


(i)                If
the Administrator determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the
Reference Time in respect of any determination of the Benchmark on any date, the Unadjusted Benchmark Replacement determined by the
Administrator shall replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such
determination on such date and all such determinations on all subsequent dates (unless and until a subsequent Benchmark Transition
Event and its related Benchmark Replacement Date occurs or the Benchmark is changed to Term SOFR). The Administrator shall deliver
written notice to each Rating Agency and to the Calculation Agent on any Benchmark Determination Date if, as of the applicable
Reference Time, the Administrator has determined with respect to the related Interest Period that there will be a change in the
applicable Benchmark or the terms related thereto since the immediately preceding Benchmark Determination Date due to a
determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred.


 


(ii)               In connection with the implementation of a Benchmark Replacement, the Administrator shall have the right to make Benchmark Replacement
Conforming Changes from time to time.


 


(iii)             
Promptly following the determination of a transition to Term SOFR or a Benchmark Replacement and/or the making of any SOFR Adjustment
Conforming Changes or Benchmark Replacement Conforming Changes, the Servicer shall notify the Indenture Trustee, and the Servicer shall
include in the Monthly Report, the relevant information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment,
any such Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes and the Interest Period in which Term SOFR or
such Benchmark Replacement shall be implemented.


 


Any determination, decision or election that may
be made by the Administrator pursuant to this Section 7.13(c) (or pursuant to any capitalized term used in this Section 7.13(c)
or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative
or operational issues), a tenor, a rate or an adjustment or the occurrence or non-occurrence of an event, circumstance or date,
and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may
be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will
become effective without the consent of any other person (including any Noteholder). The Noteholders will not have any right to approve
or disapprove of these changes or determinations and will be deemed to have waived and released any and all claims against any transaction
party relating to any such changes or determinations. Notwithstanding anything to the contrary in the Transaction Documents, none of the
Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Administrator, the Sponsor, the Depositor
or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it or the Administrator with
respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement,
Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with
the foregoing. Each Noteholder and each Beneficial Owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will
be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent,
the Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.


 






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(d)            None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be under any obligation (i) to monitor, determine
or verify the unavailability or cessation of 30-Day Average SOFR (or any other Benchmark), or whether or when there has occurred, or to
give notice to any other party to any Transaction Document of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement
Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement Benchmark index, or to determine
whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark
Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what SOFR Adjustment
Conforming Changes or Benchmark Replacement Conforming Changes are appropriate in connection with any of the foregoing, including, but
not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other
relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Indenture Trustee,
the Paying Agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by the Administrator without
independent investigation, and none will have any liability for actions taken at the direction of the Administrator in connection therewith.


 


(e)            None
of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or delay on its part
to perform any of its duties set forth in this Agreement or any other Transaction Document as a result of the unavailability of SOFR
or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part
of any other party to any Transaction Document in providing any direction, instruction, notice or information required or
contemplated by the terms of this Agreement or any other Transaction Document and reasonably required for the performance of such
duties. None of the Indenture Trustee, the Paying Agent or the Calculation Agent shall be responsible or liable for the
Administrator’s actions or omissions, or for any failure or delay in the performance by the Administrator, nor shall any of
the Indenture Trustee, the Paying Agent or the Calculation Agent be under any obligation to oversee or monitor the performance of
the Administrator.


 


ARTICLE
Eight


 


EVENTS OF TERMINATION; SERVICE TRANSFER


 


Section 8.01.           Events of Termination. “Event of Termination” means the occurrence of any of the following:


 


(a)            Any
failure by the Servicer to make any payment or deposit required to be made with respect to the Notes hereunder and the continuance of
such failure for a period of four Business Days after the date on which a Servicing Officer discovers such failure or the Indenture Trustee
provides written notice of such failure to the Servicer;


 


(b)            Failure
on the Servicer’s part to observe or perform in any material respect any covenant or agreement in this Agreement (other than a covenant
or agreement the breach of which is specifically addressed elsewhere in this Section) which failure shall (i) materially and adversely
affect the rights of Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the
Servicer and to the Indenture Trustee by the Holders of not less than 25% of the aggregate Outstanding Amount of the Notes;


 






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(c)            An
involuntary case under any applicable bankruptcy, insolvency or other similar law shall have been commenced in respect of the Servicer
or Trust Depositor and shall not have been dismissed within 90 days, or a court having jurisdiction in the premises shall have entered
a decree or order for relief in respect of either the Servicer or Trust Depositor in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of either the Servicer or Trust Depositor, or for any substantial liquidation or winding up of their respective
affairs;


 


(d)            The
Servicer or Trust Depositor shall have commenced a voluntary case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or shall have consented to the entry of an order for relief in an involuntary case under any such law, or shall
have consented to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or
other similar official) of the Servicer or Trust Depositor, as the case may be, or for any substantial part of their respective property,
or shall have made any general assignment for the benefit of their respective creditors, or shall have failed to, or admitted in writing
its inability to, pay its debts as they become due, or shall have taken any corporate action in furtherance of the foregoing; or


 


(e)            Any
representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant
hereto shall prove to have been incorrect in any material respect as of the time when the same shall have been made and the incorrectness
of such representation, warranty or statement has a material adverse effect on the Trust and, within 30 days after written notice thereof
shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation,
warranty or statement was incorrect shall not have been eliminated or otherwise cured.


 


Section 8.02.         Waiver of Event of Termination. The Required Holders may, by written notice delivered to the parties hereto, waive any Event
of Termination other than an Event of Termination described in Section 8.01(a).


 


Section 8.03.         Servicing Transfer. (a) If an Event of Termination has occurred and is continuing and has not been waived pursuant to Section
8.02, (i) the Required Holders or (ii) the Indenture Trustee may, by written notice delivered to the parties hereto, terminate all (but
not less than all) of the Servicer’s management, administrative, servicing, custodial and collection functions hereunder (provided,
however, that any indemnification obligations of the Servicer that arose prior to such termination shall survive) (such termination being
herein called a “Servicing Transfer”).


 


(b)           Upon
receipt of the notice required by Section 8.03(a) (or, if later, on a date designated therein), all rights, benefits, fees, indemnities,
authority and power of the Servicer under this Agreement, whether with respect to the Contracts, the Contract Files or otherwise, shall
pass to and be vested in the Indenture Trustee (the “Successor Servicer”); and, without limitation, the Successor Servicer
is authorized and empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination.
The Servicer agrees to cooperate with the Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer
hereunder, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts which shall
at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the Collection Account, or for its own account
in connection with its services hereafter or thereafter received with respect to the Contracts. The Servicer shall transfer to the Successor
Servicer (i) all records held by the Servicer relating to the Contracts in such electronic form as the Successor Servicer may reasonably
request and (ii) any Contract Files in the Servicer’s possession. In addition, the Servicer shall permit access to its premises
(including all computer records and programs) to the Successor Servicer or its designee, and shall pay the reasonable transition expenses
of the Successor Servicer. Upon a Servicing Transfer, the Successor Servicer shall also be entitled to receive the Servicing Fee for performing
the obligations of the Servicer.


 






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Section 8.04.        Successor
Servicer to Act; Appointment of Successor Servicer. On or after a Servicing Transfer pursuant to Section 8.03, the Successor Servicer
shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement, to the extent provided in Section
8.06, and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof, and the terminated Servicer shall be relieved of such responsibilities,
duties and liabilities arising after such Servicing Transfer; provided, however, that (i) the Successor Servicer will not assume
any obligations of the Servicer described in Section 8.08 and (ii) the Successor Servicer shall not be liable for any acts or omissions
of the Servicer occurring prior to such Servicing Transfer or for any breach by the Servicer of any of its representations and warranties
contained herein or in any related document or agreement. Notwithstanding the above, if the Successor Servicer is legally unable or unwilling
to act as Servicer, the Indenture Trustee or the Required Holders may appoint a successor servicer (other than the original Servicer
or an Affiliate of the original Servicer) to act as Servicer. As compensation therefor, the successor servicer shall be entitled to receive
reasonable compensation equal to the Servicing Fee. The Owner Trustee, Noteholders and the Indenture Trustee and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession; provided, however,
that the Indenture Trustee shall not be required to make payment for compensation or any other payment in order to effectuate such succession.
To the extent the terminated Servicer has made Advances, it shall be entitled to reimbursement of the same notwithstanding its termination
hereunder, to the same extent as if it had continued to service the Contracts hereunder.


 


Section 8.05.        Notification to Noteholders. (a) Promptly following the occurrence of any Event of Termination, the Servicer shall give written
notice thereof to the Trustees, the Trust Depositor and each Rating Agency at the addresses described in Section 11.04 hereof and to the
Noteholders at their respective addresses appearing on the Note Register.


 


(b)           Within
10 days following any termination or appointment of a Successor Servicer pursuant to this Article Eight, the Issuer shall give written
notice thereof to each Rating Agency and the Trust Depositor at the addresses described in Section 11.04 hereof, and to the Noteholders
at their addresses appearing on the Note Register.


 


(c)           As
provided in Section 8(f) of the Administration Agreement, the Successor Servicer shall become the “Administrator” thereunder.


 


Section 8.06.        Effect of Transfer. (a) After a Servicing Transfer, the terminated Servicer shall have no further obligations with respect
to the management, administration, servicing, custody or collection of the Contracts and the Successor Servicer appointed pursuant to
Section 8.04 shall have all of such obligations, except that the terminated Servicer will transmit or cause to be transmitted directly
to the Successor Servicer for its own account, promptly on receipt and in the same form in which received, any amounts (properly endorsed
where required for the Successor Servicer to collect them) received as payments upon or otherwise in connection with the Contracts.


 


(b)           A
Servicing Transfer shall not affect the rights and duties of the parties hereunder (including but not limited to the indemnities of the
Servicer) other than those relating to the management, administration, servicing, custody or collection of the Contracts.


 






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Section 8.07.        Database
File. The Servicer will provide the Successor Servicer with a data file (in a format reasonably acceptable to the Indenture Trustee
and the Servicer) containing the database file for each Contract (i) as of the Cutoff Date, (ii) thereafter, as of the last day of the
preceding Due Period on each Determination Date prior to a Servicing Transfer, and (iii) on and as of the Business Day before the actual
commencement of servicing functions by the Successor Servicer following the occurrence of a Servicing Transfer.


 


Section 8.08.        Successor
Servicer Indemnification. The Servicer shall defend, indemnify and hold the Successor Servicer and any officers, directors, employees
or agents of the Successor Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, fees, and expenses that the Successor Servicer may sustain in connection with the claims asserted
at any time by third parties against the Successor Servicer which result from (i) any willful or grossly negligent act taken or omission
by the Servicer or (ii) a breach of any representations of the Servicer in Section 3.02 hereof. The indemnification provided by this
Section 8.08 shall survive the termination of this Agreement.


 





Section 8.09.        Responsibilities
of the Successor Servicer. The Successor Servicer will not be responsible for delays attributable to the Servicer’s failure
to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Successor
Servicer.


 


The Successor Servicer will
make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to the Successor Servicer, all
necessary servicing files and records, including (as applicable and deemed necessary by the Successor Servicer at such time): (i) imaged
Contract documentation, (ii) servicing system tapes, (iii) Contract payment history, (iv) collections history, and (v) the trial balances,
as of the close of business on the day immediately preceding conversion to the Successor Servicer, reflecting all applicable Contract
information.


 


The Successor Servicer shall
have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay
in carrying out any of its duties under this Agreement if any such failure or delay results from the Successor Servicer acting in accordance
with information prepared or supplied by a Person other than the Successor Servicer or the failure of any such Person to prepare or provide
such information. The Successor Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any
act or failure to act by any third party, including the Servicer, the Trust Depositor or the Trustees, or for any inaccuracy or omission
in a notice or communication received by the Successor Servicer from any third party or (ii) which is due to or results from the invalidity,
unenforceability of any Contract with applicable law or the breach or the inaccuracy of any representation or warranty made with respect
to any Contract.


 


Section 8.10.        Limitation
of Liability of Servicer. (a) Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall
be under any liability to the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders, except as provided under this Agreement,
for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided,
however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed
by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations
and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on
the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any
matters arising under this Agreement.


 


(b)           Except
as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its duties to service the Contracts in accordance with this Agreement, and that in its opinion may cause it
to incur any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary
or desirable in respect of the Transaction Documents and the rights and duties of the parties to the Transaction Documents and the interests
of the Noteholders under the Indenture. In such event, the legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Servicer and the Servicer will not be entitled to be reimbursed therefor.


 






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Section 8.11.        Merger
or Consolidation of Servicer. Any Person into which the Servicer may be merged or consolidated, or any corporation or other entity
resulting from any merger conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to all or substantially
all of the servicing business of the Servicer (which Person assumes the obligations of the Servicer), shall be the successor of the Servicer
hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. The Servicer shall give prior written notice of any such merger, consolidation, or succession to which
it is a party to the Issuer, the Owner Trustee, the Indenture Trustee and the Rating Agencies.


 


Section 8.12.        Servicer
Not to Resign. Subject to the provisions of Section 8.03, Servicer shall not resign from the obligations and duties hereby imposed
on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer
be permissible under applicable law. Notice of any such determination permitting the resignation of Servicer shall be communicated to
the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such
effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such resignation
shall become effective until a successor servicer shall have assumed the responsibilities and rights of the predecessor Servicer in accordance
with Section 8.04.


 


Section 8.13.        Appointment
of Subservicer. So long as Harley-Davidson Credit Corp. acts as the Servicer, the Servicer may at any time without notice or consent
perform specific duties as servicer under this Agreement through subcontractors; provided, however, that, in each case, no such
delegation or subcontracting shall relieve the Servicer of its responsibilities with respect to such duties, as to which the Servicer
shall remain primarily responsible with respect thereto.


 


ARTICLE
Nine



REPORTS


 


Section 9.01.        Monthly
Reports. No later than 11:00 a.m., New York, New York time, two Business Days prior to each Distribution Date,
the Servicer shall deliver to the Trustees and each Rating Agency a Monthly Report. Upon the determination by the Servicer of
a Benchmark Replacement and/or the making of any Benchmark Replacement Conforming Changes, the Servicer will include in the Monthly Report
any information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment, any such Benchmark Replacement
Conforming Changes and the Interest Period in which such Benchmark Replacement will be implemented.


 


Section 9.02.        Officer’s
Certificate. Each Monthly Report delivered pursuant to Section 9.01 shall be accompanied by a certificate of a Servicing Officer
substantially in the form of Exhibit D, certifying the accuracy of the Monthly Report and that no Event of Termination or event
that with notice or lapse of time or both would become an Event of Termination has occurred, or if such event has occurred and is continuing,
specifying the event and its status.


 






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Section 9.03.        Other
Data. In addition, the Trust Depositor and the Servicer shall, upon the request of the Trustees or a Rating Agency, furnish the Trustees,
or such Rating Agency, as the case may be, such underlying data as may be reasonably requested.


 


Section 9.04.        Report
on Assessment of Compliance with Servicing Criteria and Attestation; Annual Officer’s Certificate.


 


(a) The Servicer will:


 


(i)            deliver
to the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year a report on its assessment of compliance
with the servicing criteria applicable to it during the preceding calendar year, including disclosure of any material instance of non-compliance
identified by the Servicer, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities
Act;


 


(ii)           cause
a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the
Securities Act to deliver to the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year an attestation
report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable,
on the Servicer’s assessment of compliance with servicing criteria with respect to the prior calendar year; and


 


(iii)          deliver
to the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year, an Officer’s Certificate to
the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or, in the case of the
first certificate, since the Closing Date) and of its performance under this Agreement has been made under the supervision of the officer
signing such certificate and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled in all
material respects all of its obligations under this Agreement throughout such calendar year (or applicable portion of such calendar year),
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer
and the nature and status of such failure.


 


(b)           If
the Trust is not required to file periodic reports under the Exchange Act, or otherwise required by law to file the reports described
in clause (a) above, such reports may be delivered on or before April 30 of each calendar year. A copy of such reports may be obtained
by any Noteholder by a request in writing to the Indenture Trustee.


 


Section 9.05.        Monthly
Reports to Noteholders. (a) On or before two Business Days prior to each Distribution Date, the Servicer shall prepare and, concurrently
with each distribution pursuant to Article Seven, deliver to the Indenture Trustee, in its capacity as Note Registrar and Paying Agent,
to forward or otherwise make available via internet to each Noteholder, a statement as of the related Distribution Date substantially
in the form of Exhibit I hereto (the “Monthly Report”) setting forth at least the following information:


 


(i)             the amount of Noteholders’ principal distribution;


 


(ii)            the amount of Noteholders’ interest distribution;


 


(iii)           the
amount of fees payable out of the Trust, separately identifying the Monthly Servicing Fee, the Asset Representations Reviewer Fee and
the Indenture Trustee Fee;


 






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(iv)           the amount of any Note Interest Carryover Shortfall on such Distribution
Date and the change in such amount with respect to the immediately preceding Distribution Date;


 


(v)             the Note Pool Factor for each Class of Notes as of such Distribution Date;


 


(vi)            the
amount of the distributions described in (i) or (ii) above payable pursuant to a claim on the Reserve Fund or from any other source not
constituting Available Monies and the amount remaining in the Reserve Fund after giving effect to all deposits and withdrawals from the
Reserve Fund on such Distribution Date;


 


(vii)          30-Day
Average SOFR (or Term SOFR or the applicable Unadjusted Benchmark Replacement) for the related Interest Period and the interest rate
on the Floating Rate Notes for the related Interest Period;


 


(viii)         the making of any Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes;


 


(ix)            the remaining Outstanding Amount of each Class of Notes after giving effect
to the distribution of principal to each Class of Notes to be made on such Distribution Date;


 


(x)             the
number and aggregate Principal Balance of Contracts delinquent 30-59 days, 60-89 days, 90-119 days and 120 or more days, assuming 30-day
months, computed as of the end of the related Due Period;


 


(xi)            the
number and aggregate Principal Balance of Contracts that became Liquidated Contracts during the related Due Period, the Net Liquidation
Proceeds for such Due Period and the Net Liquidation Losses as of such Distribution Date;


 


(xii)           [reserved];


 


(xiii)          the number of Contracts and the aggregate Principal Balance of such Contracts, as of the first day of the related Due Period and
as of the last day of the related Due Period (after giving effect to payments received during such Due Period);


 


(xiv)          the aggregate Principal Balance and number of Contracts that were reacquired by the Seller pursuant to the Transfer and Sale Agreement
during the related Due Period, identifying the Purchase Price for such Contracts;


 


(xv)           the aggregate Principal Balance and number of Contracts that were repurchased by the Depositor or purchased by the Servicer pursuant
to this Agreement during the related Due Period, identifying the Purchase Price for such Contracts;


 


(xvi)          the amount of Advances made by the Servicer in respect of the related Contracts and such Distribution Date and the amount, if any,
of unreimbursed Advances in respect of prior Distribution Dates; and


 


(xvii)         such
other customary factual information as is available to the Servicer as the Servicer deems necessary and can reasonably obtain from its
existing database to enable the Noteholders and the Certificateholder to prepare their tax returns.


 


(b)           [Reserved].


 






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(c)            The
Indenture Trustee will make the statement to Noteholders available each month to Noteholders and other parties to the Transaction Documents
via the Indenture Trustee’s internet website, which is presently located at http://sf.citidirect.com.


 


Persons who are unable to
use the above website are entitled to have a paper copy mailed to them via first class mail by calling the Indenture Trustee at (713)
693-6677. The Indenture Trustee shall have the right to change the way the statement to Noteholders is distributed in order to make such
distribution more convenient and/or more accessible to the above parties and to the Noteholders. The Indenture Trustee shall provide timely
and adequate notification to all above parties and to the Noteholders regarding any such change.


 


In connection with any electronic
transmissions of information, including without limitation, the use of electronic mail or internet or intranet websites, the systems used
in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and
accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not
be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such
information transmitted electronically. The parties hereto further acknowledge that any and all systems, software or hardware utilized
in posting or retrieving any such information are utilized on an “as is” basis without representation or warranty as to the
intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the
related software used in connection with the electronic transmission of information are free and clear of threats known as software and
hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques
which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which
it is intended, or which would permit unauthorized access thereto.


 


Section 9.06.         
Regulation AB.


 


The parties hereto acknowledge
that certain requirements of Regulation AB and interpretations thereof may change over time, whether due to interpretive guidance provided
by the Securities and Exchange Commission or its staff, consensus among participants in the asset backed securities markets, advice of
counsel, or otherwise, and agree to comply with reasonable requests (which are practical from a timing perspective) made by the Trust
Depositor or the Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection therewith, the Owner Trustee and the Indenture Trustee shall reasonably cooperate with the Servicer in connection
with the satisfaction of the Trust Depositor’s and the Trust’s reporting requirements under the Exchange Act, subject to reimbursement
of expenses in accordance with the Transaction Documents.


 


Section 9.07.         
Information to Be Provided by the Indenture Trustee.


 


(a)            As
soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Exchange
Act, commencing in 2023, the Indenture Trustee shall:


 


(i)            deliver
to the Servicer a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.
Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified
in Exhibit E or such criteria as mutually agreed upon by the Servicer and the Indenture Trustee;


 






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(ii)           deliver
to the Servicer a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by
the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and


 


(iii)          deliver
to the Servicer and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d)
under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “Sarbanes Certification”) on
behalf of the Issuer or the Servicer a certification substantially in the form attached hereto as Exhibit F in such form as mutually
agreed upon by the Servicer and the Indenture Trustee.


 


The Indenture Trustee
acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant
to such clause in signing a Sarbanes Certification and filing such with the Securities and Exchange Commission.


 


Section 9.08.        
Exchange Act Reporting.


 


(a)            Form
10-D Filings. So long as the Issuer is required to report under the Exchange Act, no later than each Distribution Date, each of the
Indenture Trustee and the Owner Trustee shall notify the Servicer of any Form 10-D Disclosure Item with respect to such Person (to the
extent there is any Form 10-D Disclosure Item), together with a description of any such Form 10-D Disclosure Item in form and substance
reasonably acceptable to the Servicer.


 


(b)            Form
8-K Filings. So long as the Issuer is required to report under the Exchange Act, each of the Indenture Trustee and the Owner Trustee
shall promptly notify the Servicer, but in no event later than one (1) Business Day after its occurrence, of any Reportable Event of which
such Person (or in the case of the Owner Trustee and the Indenture Trustee, a Responsible Officer of such Person) has actual knowledge.
Each Person shall have actual knowledge of any such event only to the extent that it relates to such Person or any action or failure to
act by such Person.


 


(c)            Form
10-K Filings. So long as the Issuer is required to report under the Exchange Act, no later than March 15 of each year, commencing
in 2023, the Indenture Trustee and the Owner Trustee shall notify the Servicer of any Form 10-K Disclosure Item known to any Responsible
Officer thereof or relating to the Indenture Trustee or Owner Trustee, as applicable, together with a description of any such Form 10-K
Disclosure Item in form and substance reasonably acceptable to the Servicer.


 


(d)            Form ABS-15G
Filings.So long as any Note remains outstanding, no later than 30 days after the end of each calendar quarter, (1) the Indenture
Trustee shall notify the Servicer of any Noteholder requests for a repurchase of contracts for breach of representation of warranty, as
described in Section 7.08(a) herein, and (2) the Servicer shall notify the Trust Depositor of any notifications under subsection (1) of
this paragraph and of any fulfilled and unfulfilled requests by the Indenture Trustee for the repurchase of contracts for breach of representation
of warranty, as described in Section 7.08(a) herein. Promptly upon reasonable request by the Seller or Trust Depositor, the Indenture
Trustee shall facilitate compliance by the Seller or the Trust Depositor, as the case may be, with Rule 15Ga-1 under the Exchange Act
and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as
defined in Section 15G(a) of the Exchange Act with respect to the transactions contemplated by the Transaction Documents, nor shall it
have any responsibility for making any filing to be made by a securitizer under the Exchange Act or Regulation AB with respect to the
transactions contemplated by the Transaction Documents.


 






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ARTICLE
Ten


 

TERMINATION


 


Section 10.01.       Sale of Trust Assets.


 


(a)           [Reserved].


 


(b)           As
described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee
and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.


 


(c)            Following
the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder
will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations
of, the Indenture Trustee pursuant to this Agreement.


 


ARTICLE
Eleven



MISCELLANEOUS


 


Section 11.01.      
Amendment.


 


(a)            This
Agreement may be amended by the Trust Depositor, the Servicer, the Indenture Trustee and the Owner Trustee on behalf of the Issuer, collectively,
without the consent of any Securityholders, (i)(A) to cure any ambiguity, to correct or supplement any provisions in this Agreement which
are inconsistent with the provisions herein or in the Prospectus, 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 or the Prospectus, and (B) to add or
provide any credit enhancement for any Class of Notes; provided, however that any such action described in clause (i)(A) above
shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Securityholder that has
not consented to such action; and (ii) in connection with any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming
Changes to be made by the Administrator; provided, however, that the parties may not make any such amendment unless (x)
the Issuer has delivered notice of such amendment to each Rating Agency on or prior to the date such amendment is executed, and (y) any
such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the Owner Trustee’s
or Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s and Indenture Trustee’s consent,
respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any
amendment to this Agreement may be retroactive (including retroactive to the Benchmark Replacement Date) and this Agreement may be amended
more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.


 


(b)           This
Agreement may also be amended from time to time by the Trust Depositor, the Servicer, the Indenture Trustee and the Owner Trustee on behalf
of the Issuer, with the consent of 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 the Noteholders or the Certificateholder; provided,
however, that no such amendment shall, without the consent of the Holders of all Notes of the relevant Classes then outstanding, (i)(A)
reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on any Contracts or distributions that
shall be required to be made on any Note, or (B) change any Interest Rate, (ii) adversely affect the priority of payment of principal
or interest to the Noteholders of any Class, or (iii) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Holders
of which are required to consent to any such amendment, or any waiver pursuant to this Agreement.


 






    55


     


    

 


(c)            Prior
to the execution of any amendment or consent pursuant to this Section 11.01, the Issuer shall furnish written notification of the substance
of such amendment or consent, together with a copy thereof, to each Rating Agency.


 


(d)           Promptly
after the execution of any such amendment or consent, the Indenture Trustee shall furnish written notification of the substance of such
amendment or consent to each Noteholder. It shall not be necessary for the consent of Noteholders or Certificateholder pursuant to Section
11.01(b) 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 of evidencing the authorization by Noteholders or Certificateholder of
the execution thereof shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.


 


(e)            Prior
to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture 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
and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or
the Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.


 


Section 11.02.     
Protection of Title to Trust.


 


(a)            The
Servicer shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places
as may be required by law fully to preserve, maintain and protect the interests of the Issuer, the Securityholders and the Indenture Trustee
in the Contracts and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture
Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral.


 


(b)            Neither
the Seller, the Trust Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could
or might make any financing statement or continuation statement filed in accordance with Section 4.02 seriously misleading within the
meaning of § 9-507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’
prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements.


 


(c)            The
Seller and the Trust Depositor shall give the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written
notice of any change in its state of incorporation. The Servicer shall at all times maintain each office from which it shall service Contracts,
and its principal executive office, within the United States.


 


(d)            The
Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit
(i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and
the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from
time to time deposited in or credited to the Collection Account in respect of each Contract.


 






    56


     


    

 



 


(e)            The
Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of transfer under this Agreement
of the Contracts, the Servicer’s master computer records (including any backup archives) that shall refer to a Contract indicate
clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been
pledged to the Indenture Trustee. Indication of the Issuer’s ownership of and the Indenture Trustee’s interest in a Contract
shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Contract shall have been paid
in full or reacquired or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been discharged.


 


(f)             If
at any time the Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest
in promissory notes and security agreements to any prospective purchaser, lender or other transferee, the Servicer shall give or cause
to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from
back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been
transferred and is owned by the Issuer and has been pledged to the Indenture Trustee.


 


(g)            The
Servicer shall permit the Owner Trustee and its agents, at any time during normal business hours, to inspect, audit and make copies of
and abstracts from the Servicer’s records regarding any Contract.


 


(h)            Upon
request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts
then held as part of the Trust Estate, together with a reconciliation of such list to the List of Contracts and to the most recent Monthly
Report furnished before such request indicating any removal of Contracts from the Trust Corpus.


 


(i)              The
Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, promptly after the execution and delivery of
this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the
Owner Trustee and the Indenture Trustee and reciting the details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such
interest.


 


Section 11.03.  Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the obligations,
rights, and remedies of the parties under the Agreement shall be determined in accordance with such laws.


 






    57 


     


    

 


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. 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 electronic mail transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:


 


(i)             If to the Issuer:


 


Harley-Davidson Motorcycle Trust 2022-A


c/o Wilmington Trust, National Association


1100 North Market Street


Wilmington,
Delaware 19890-1605


Attention:
Corporate Trust Administration 


 


with a copy to:


 


Harley-Davidson Credit Corp.


222 West Adams Street, Suite 3100


Chicago, Illinois 60606


Attention: Susan Paskvan, Vice
President and Chief Financial Officer


Electronic Mail: susan.paskvan@harley-davidson.com


 


(ii)           If
to the Servicer, Administrator or Seller:


 


Harley-Davidson
Credit Corp.

222 West Adams Street, Suite 3100

Chicago, Illinois 60606

Attention: Susan Paskvan, Vice President and Chief Financial Officer

Electronic Mail: susan.paskvan@harley-davidson.com


 


(iii)          If
to the Trust Depositor:


 


Harley-Davidson Customer Funding
Corp.


9850 Double R Boulevard, Suite
200


Reno, Nevada 89521


Attention: Susan Paskvan,
Vice President and Chief Financial Officer


Electronic Mail.: susan.paskvan@harley-davidson.com


 


with a copy to:


 


Harley-Davidson
Credit Corp.

222 West Adams Street, Suite 3100

Chicago, Illinois 60606

Attention: Susan Paskvan, Vice President and Chief Financial Officer

Electronic Mail: susan.paskvan@harley-davidson.com


 


(iv)          If
to the Indenture Trustee:


 


Citibank, N.A.


388 Greenwich Street


New York, New York 10013


Attention: Agency & Trust
HDMOT 2022-A


Telecopier No.: (713) 693-6677


 


(v)           If
to the Owner Trustee:


 


Wilmington Trust, National
Association


1100 North Market Street


Wilmington, Delaware 19890-1605


Attention: Corporate Trust Administration


Telecopier No.: (302) 636-4140


 


(vi)          If
to Moody’s


 


Moody’s Investors Service,
Inc.


7 World Trade Center at 250
Greenwich Street


New York, New York 10007


Attention: ABS Monitoring Department


Telecopier No.: (212) 298-7139


Electronic Mail: servicerreports@moodys.com


 






    58 


     


    

 


(vii)         If
to S&P:


 


S&P Global Ratings, a division
of S&P Global


55 Water Street


New York, New York 10041


Attention: Asset Backed Surveillance
Department


Email: servicer_reports@sandp.com


 


(viii)        If
to Asset Representation Reviewer:


 


Clayton Fixed Income
Services LLC


2638 S. Falkenburg Road


Riverview, Florida 33578


Attention: VP, Surveillance


Electronic Mail: ARRNotices@clayton.com


 


With a copy to:


 


Clayton Fixed Income Services
LLC


720 S. Colorado Blvd., Suite
200


Glendale, Colorado 80246


Attention: General Counsel


 


(ix)           If
to the Underwriters:


 


At the address set forth in the Underwriting 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 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 Notes or the rights of the Holders thereof.


 


Section 11.06. 
Assignment. Notwithstanding anything to the contrary contained herein, but except as provided in Sections 6.03, 8.03, 8.11,
and 8.12, this Agreement may not be assigned by the Trust Depositor or the Servicer without the prior written consent of Noteholders aggregating
not less than 66-2/3% of each Class.


 


Section 11.07.
Third Party Beneficiaries. Except as otherwise specifically provided herein, no third party shall be deemed a third party beneficiary
of this Agreement. Without limiting the generality of the foregoing, the Obligors are not third party beneficiaries of this Agreement.


 






    59 


     


    

 


Section 11.08.  Counterparts; Originals. This Agreement may be executed in several counterparts, each of which shall be an original and all
of which shall together constitute but one and the same instrument. 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 11.09.  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 11.10.  No Bankruptcy Petition; Disclaimer and Subordination. (a) Each of the Seller, the Indenture Trustee, the Servicer and each
Holder (by acceptance of the applicable Securities) covenants and agrees that, prior to the date that is one year and one day after the
payment in full of all amounts owing in respect of all outstanding Securities, it will not institute against the Trust Depositor, or the
Trust, or join any other Person in instituting against the Trust Depositor or the Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States.
This Section 11.10 will survive the termination of this Agreement.


 


(b)            The
Trust acknowledges and agrees that each Certificate represents a beneficial interest in the Trust and Trust Corpus only and the Securities
do not represent an interest in any assets of the Trust Depositor (including by virtue of any deficiency claim in respect of obligations
not paid or otherwise satisfied from the Trust Corpus and proceeds thereof). In furtherance of and not in derogation of the foregoing,
to the extent that the Trust Depositor enters into other securitization transactions, the Trust acknowledges and agrees that it shall
have no right, title or interest in or to any assets (or interests therein), other than the Contracts and other assets included in the
Trust Estate, conveyed or purported to be conveyed (whether by way of a sale, capital contribution or by the granting of a Lien) by the
Trust Depositor to any Person other than the Trust (the “Other Assets”).


 


To the extent that notwithstanding
the agreements contained in this Section, the Trust or any Securityholder, either (i) asserts an interest in or claim to, or benefit from
any Other Assets, whether asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, or (ii) is
deemed to have any interest, claim or benefit in or from any Other Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including without limitation pursuant to Section 1111(b) of the federal Bankruptcy Code, as
amended) and whether deemed asserted against or through the Trust Depositor or any other Person owned by the Trust Depositor, then the
Trust and each Securityholder by accepting a Note or Certificate further acknowledges and agrees that any such interest, claim or benefit
in or from the Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities
of the Trust Depositor which, under the terms of the documents relating to the securitization of the Other Assets, are entitled to be
paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest
is legally perfected or otherwise entitled to a priority of distribution under applicable law, including insolvency laws, and whether
asserted against the Trust Depositor or any other Person owned by the Trust Depositor) including, without limitation, the payment of post-petition
interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. Each Securityholder is deemed to have acknowledged and agreed that no adequate remedy
at law exists for a breach of this Section 11.10 and that the terms and provisions of this Section 11.10 may be enforced by an action
for specific performance.


 






    60 


     


    

 


(c)            The
provisions of this Section 11.10 shall be for the third party benefit of those expressly entitled to rely thereon and shall survive the
termination of this Agreement.


 


Section 11.11. 
Limitation of Liability of Owner Trustee and Indenture Trustee.


 


(a)            Notwithstanding
anything contained herein to the contrary, this Agreement has been executed by Wilmington Trust, National Association solely in its capacity
as Owner Trustee of the Issuer, and in no event shall 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 executed by Citibank, N.A. 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.


 


[signature page follows]


 






    61 


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective officers 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 on
behalf of the Trust



 


 


		By:	/s/ Cynthia L. Major






	 	 	Printed Name:	Cynthia L. Major






	 	 	Title:	Vice President



 


	 	HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,
as Trust Depositor



 


 


		By:	/s/ Susan Paskvan






	 	 	Printed Name:	Susan Paskvan






	 	 	Title:	Vice President and Chief Financial Officer



 




		HARLEY-DAVIDSON CREDIT CORP.,
as Servicer




 


 


		By:	/s/ Susan Paskvan






	 	 	Printed Name:	Susan Paskvan






	 	 	Title:	Vice President and Chief Financial Officer



 



		CITIBANK, N.A., not in its individual
capacity but solely as Indenture Trustee



 


 


		By:	/s/ Jacqueline Suarez






	 	 	Printed Name:	Jacqueline Suarez






	 	 	Title:	Senior Trust Officer



 


Signature Page to Sale & Servicing Agreement


 







    


     


    

 


Exhibit
A


 


[Form of Assignment]


 


In accordance with the Sale
and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of April 1, 2022 made by and between the undersigned,
as Trust Depositor (“Trust Depositor”), Harley-Davidson Credit Corp., as Servicer (“HDCC”), Citibank, N.A.,
as Indenture Trustee and Harley-Davidson Motorcycle Trust 2022-A (the “Trust”), as assignee thereunder, the undersigned
does hereby sell, transfer, convey and assign, set over and otherwise convey to the Trust (i) all 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 created thereunder), (ii) all rights of the Trust Depositor to payments which are collected pursuant to the Contracts after
the Cutoff Date, including any liquidation proceeds therefrom, (iii) all rights of the Trust Depositor under any theft, physical damage,
credit life, disability or other individual insurance policy (and rights under any applicable “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, (iv) all security interests in each such Motorcycle, (v) all documents contained in the related Contract Files, (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
(but excluding payments received on or before the Cutoff Date), (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) all 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.


 


This Assignment is made pursuant
to and in reliance upon the representation and warranties on the part of the undersigned contained in Article Three of the Sale and Servicing
Agreement and no others.


 


Capitalized terms used herein
but not otherwise defined shall have the meanings assigned to such terms in the Sale and Servicing Agreement.


 


IN WITNESS WHEREOF, the undersigned
has caused this Assignment to be duly executed this _____ day of _____________.


 


	 	HARLEY-DAVIDSON
    CUSTOMER FUNDING CORP.
	 	






	 	By:	 






	 	Printed Name:	 






	 	Title: 	 



 






    A-1


     


    

 


Exhibit
B


 


[Form of Closing Certificate of Trust Depositor]


 


Harley-Davidson
Customer Funding Corp.


 


Officer’s
Certificate


 


The undersigned certifies
that [s]he is [___________] of Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Trust Depositor”),
and that as such is duly authorized to execute and deliver this certificate on behalf of the Trust Depositor in connection with the Sale
and Servicing Agreement (the “Agreement”) dated as of April 1, 2022 (the “Effective Date”) by and
among the Trust Depositor, Citibank, N.A. (the “Indenture Trustee”), as Indenture Trustee, Harley-Davidson Credit Corp.
(“Harley-Davidson Credit”), as Servicer, and Harley-Davidson Motorcycle Trust 2022-A (“Issuer”)
(all capitalized terms used herein without definition have the respective meanings set forth in the Agreement), and further certifies
as follows:


 


(1)        Attached
hereto as Exhibit I is a true and correct copy of the Articles of Incorporation of the Trust Depositor, together with all amendments
thereto as in effect on the date hereof.


 


(2)        There
has been no other amendment or other document filed affecting the Articles of Incorporation of the Trust Depositor since May 12, 2000,
and no such amendment has been authorized by the Board of Directors or shareholders of the Trust Depositor.


 


(3)        Attached
hereto as Exhibit II is a Certificate of the Secretary of State of the State of Nevada dated as of a recent date stating that the
Trust Depositor is duly incorporated under the laws of the State of Nevada and is in good standing.


 


(4)        Attached
hereto as Exhibit III is a true and correct copy of the By-laws of the Trust Depositor, which are in full force and effect on the
date hereof.


 


(5)        Attached
hereto as Exhibit IV is a true and correct copy of resolutions adopted pursuant to the unanimous written consent of the Board of
Directors of the Trust Depositor relating to the execution, delivery and performance of the Agreement, the Transfer and Sale Agreement,
the Trust Agreement, the Administration Agreement, and the Underwriting Agreement (collectively, the “Program Agreements”).
Said resolutions have not been amended, modified, annulled or revoked, and are on the date hereof in full force and effect and are the
only resolutions relating to these matters which have been adopted by the Board of Directors.


 


(6)        No
event with respect to the Trust Depositor has occurred and is continuing which would constitute an Event of Termination or an event that,
with notice or the passage of time or both, would become an Event of Termination under the Agreement. To the best of my knowledge after
reasonable investigation, there has been no material adverse change in the condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Trust Depositor, whether or not arising in the ordinary course of business since the respective dates
as of which information is given in the Preliminary Prospectus (as defined in the Underwriting Agreement) or the Prospectus and except
as set forth therein.


 






    B-1


     


    

 


(7)         All
federal, state and local taxes of the Trust Depositor due and owing as of the date hereof have been paid.


 


(8)        All
representations and warranties of the Trust Depositor contained in the Program Agreements or any other related documents, or in any document,
certificate or financial or other statement delivered in connection therewith are true and correct as of the date hereof.


 


(9)        There
is no action, investigation or proceeding pending or, to my knowledge, threatened against the Trust Depositor before any court, administrative
agency or other tribunal (a) asserting the invalidity of the Program Agreements; (b) seeking to prevent the consummation of any of the
transactions contemplated by the Program Agreements; or (c) which is likely materially and adversely to affect the Trust Depositor’s
performance of its obligations under, or the validity or enforceability of, the Program Agreements.


 


(10)        No
consent, approval, authorization or order of, and no notice to or filing with, any governmental agency or body or state or federal court
is required to be obtained by the Trust Depositor for the Trust Depositor’s consummation of the transactions contemplated by the
Program Agreements, except such as have been obtained or made and such as may be required under the blue sky laws of any jurisdiction
in connection with the issuance of the Certificate.


 


(11)        The
Trust Depositor is not a party to any agreements or instruments evidencing or governing indebtedness for money borrowed or by which the
Trust Depositor or its property is bound (other than the Program Agreements). Neither Harley-Davidson Credit’s transfer and assignment
of the Contract Assets to the Trust Depositor, the Trust Depositor’s concurrent transfer and assignment of the Trust Corpus to the
Issuer, nor the concurrent pledge of the Collateral by the Issuer to the Indenture Trustee nor the issuance and sale of the Notes, nor
the execution and delivery of the Program Agreements, nor the consummation of any other of the transactions contemplated therein, will
violate or conflict with any agreement or instrument to which the Trust Depositor is a party or by which it is otherwise bound.


 


(12)        In
connection with the transfer of Contracts and related collateral contemplated in the Agreement, (a) the Trust Depositor has not made such
transfer with actual intent to hinder, delay or defraud any creditor of the Trust Depositor, and (b) the Trust Depositor has not received
less than a reasonably equivalent value in exchange for such transfer, is not on the date thereof insolvent (nor will become insolvent
as a result thereof), is not engaged (or about to engage) in a business or transaction for which it has unreasonably small capital, and
does not intend to incur or believe it will incur debts beyond its ability to pay when matured.


 


(13)        Each
of the agreements and conditions of the Trust Depositor to be performed on or before the Closing Date pursuant to the Program Agreements
have been performed in all material respects.


 


* * * *


 






    B-2


     


    

 


In Witness Whereof,
I have affixed my signature hereto this ___ day of _____________.


 


		By:	 






		 	Printed Name:	 






		 	Title:	 



 








    


     


    

 



 


Exhibit
C


 


[Form of Closing Certificate of Servicer/Seller]


 


HARLEY-DAVIDSON
CREDIT CORP.


 


Officer’s
Certificate


 


The undersigned certifies
that [s]he is [_____________] of Harley-Davidson Credit Corp. (“Harley-Davidson Credit”), and that as such is duly
authorized to execute and deliver this certificate on behalf of Harley-Davidson Credit, as Servicer, in connection with the Sale and Servicing
Agreement (the “Sale and Servicing Agreement”) dated as of April 1, 2022 (the “Effective Date”)
by and among Harley-Davidson Credit, as Servicer, Harley-Davidson Customer Funding Corp. (“CFC”), Citibank, N.A., as
Indenture Trustee and Harley-Davidson Motorcycle Trust 2022-A (“Issuer”), and as Seller in connection with the Transfer
and Sale Agreement dated as of the Effective Date (the “Transfer and Sale Agreement”) by and between Harley-Davidson
Credit and CFC (all capitalized terms used herein without definition having the respective meanings set forth in the Sale and Servicing
Agreement), and further certifies as follows:


 


(1)       Attached
hereto as Exhibit I is a true and correct copy of the Articles of Incorporation of Harley-Davidson Credit, together with all amendments
thereto as in effect on the date hereof.


 


(2)       There
has been no other amendment or other document filed affecting the Articles of Incorporation of Harley-Davidson Credit since August 9,
1999, and no such amendment has been authorized by the Board of Directors or shareholders of Harley-Davidson Credit.


 


(3)       Attached
hereto as Exhibit II is a Certificate of the Secretary of State of the State of Nevada dated as of a recent date, stating that
Harley-Davidson Credit is duly incorporated under the laws of the State of Nevada and is in good standing.


 


(4)       Attached
hereto as Exhibit III is a true and correct copy of the By-laws of Harley-Davidson Credit which were in full force and effect as
of August 9, 1999 and at all times subsequent thereto.


 


(5)       Attached
hereto as Exhibit IV is a true and correct copy of resolutions adopted pursuant to a unanimous written consent of the Board of
Directors of Harley-Davidson Credit and relating to the authorization, execution, delivery and performance of the Transfer and Sale Agreement,
the Sale and Servicing Agreement, the Underwriting Agreement and the Administration Agreement. Said resolutions have not been amended,
modified, annulled or revoked, and are on the date hereof in full force and effect and are the only resolutions relating to these matters
which have been adopted by the Board of Directors.


 


(6)       No
event with respect to Harley-Davidson Credit has occurred and is continuing which would constitute an Event of Termination or an event
that, with notice or the passage of time, would constitute an Event of Termination under the Sale and Servicing Agreement. To the best
of my knowledge after reasonable investigation, there has been no material adverse change in the condition, financial or otherwise, or
the earnings, business affairs or business prospects of Harley-Davidson Credit, whether or not arising in the ordinary course of business,
since the respective dates as of which information is given in the Preliminary Prospectus (as defined in the Underwriting Agreement) or
the Prospectus and except as set forth therein.


 






    C-1


     


    

 


(7)       All
federal, state and local taxes of Harley-Davidson Credit due and owing as of the date hereof have been paid.


 


(8)       All
representations and warranties of Harley-Davidson Credit contained in the Transfer and Sale Agreement, the Sale and Servicing Agreement,
the Underwriting Agreement and the Administration Agreement (collectively, the “Program Agreements”) or in any
document, certificate or financial or other statement delivered in connection therewith are true and correct as of the date hereof.


 


(9)       There
is no action, investigation or proceeding pending or, to my knowledge, threatened against Harley-Davidson Credit before any court, administrative
agency or other tribunal (a) asserting the invalidity of any Program Agreement to which Harley-Davidson Credit is a party; or (b) which
is likely materially and adversely to affect Harley-Davidson Credit’s performance of its obligations under, or the validity or enforceability
of, the Program Agreements.


 


(10)       No
consent, approval, authorization or order of, and no notice to or filing with, any governmental agency or body or state or federal court
is required to be obtained by Harley-Davidson Credit for Harley-Davidson Credit’s consummation of the transactions contemplated
by the Program Agreements, except such as have been obtained or made and such as may be required under the blue sky laws of any jurisdiction
in connection with the issuance and sale of the Notes or the issuance of the Certificate.


 


(11)       Neither
Harley-Davidson Credit’s transfer and assignment of the Contract Assets to CFC, CFC’s concurrent transfer and assignment of
the Trust Corpus to the Issuer, nor the concurrent pledge by the Issuer of the Collateral to the Indenture Trustee, nor the issuance and
sale of the Notes, the issuance of the Certificate or the entering into of the Program Agreements, nor the consummation of any other of
the transactions contemplated therein, will violate or conflict with any agreement or instrument to which Harley-Davidson Credit is a
party or by which it is otherwise bound.


 


(12)       In
connection with the transfers of Contracts and related assets contemplated in the Transfer and Sale Agreement, (a) Harley-Davidson Credit
has not made such transfer with actual intent to hinder, delay or defraud any creditor of Harley-Davidson Credit, and (b) Harley-Davidson
Credit has not received less than a reasonably equivalent value in exchange for such transfer, is not on the date hereof insolvent (nor
will Harley-Davidson Credit become insolvent as a result thereof), is not engaged (or about to engage) in a business or transaction for
which it has unreasonably small capital, and does not intend to incur or believe it will incur debts beyond its ability to pay when matured.


 


(13)       The
sole shareholder of Harley-Davidson Credit is Harley-Davidson Financial Services, Inc., a Delaware corporation, which has its chief executive
office and only office in Chicago, Illinois, and has no other offices in any other state.


 


(14)       Each
of the agreements and conditions of Harley-Davidson Credit to be performed or satisfied on or before the Closing Date under the Program
Agreements has been performed or satisfied in all material respects.


 






    C-2


     


    

 


(15)       Each
Contract being transferred pursuant to the Transfer and Sale Agreement is evidenced by a written agreement providing for a repayment obligation
as well as a security interest in the related Motorcycle securing such obligation.


 


(16)       Harley-Davidson
Credit has not authorized the filing of any UCC financing statements listing the Contract Assets as collateral other than financing statements
relating to the transactions contemplated in the Transfer and Sale Agreement.


 


* * * * * *





 


In Witness Whereof, I have affixed my signature
hereto this ___ day of [_____], 20[__]


 


 


	 	By:	 	 
	 	Printed Name:	 
	 	Title:	 	 




 






    C-3


     


    







 


Exhibit
D


 


[Form of Servicing Officer Certification as to
Monthly Report] 


 


HARLEY-DAVIDSON CREDIT CORP.


 


CERTIFICATE OF SERVICING OFFICER


 


The undersigned certifies
that [s]he is the [____________] of Harley-Davidson Credit Corp., a Nevada corporation, (the “Servicer”), and that
as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 9.02 of the Sale and
Servicing Agreement (the “Agreement”) dated as of April 1, 2022 by and among Harley-Davidson Customer Funding Corp.,
as Trust Depositor, the Servicer and Citibank, N.A., as Trustee of Harley-Davidson Motorcycle Trust 2022-A (all capitalized terms used
herein without definition having the respective meanings specified in the Agreement), and further certifies that:


 


1. The Monthly Report for the period from [________],
20[__] to [________], 20[__] attached to this certificate is complete and accurate in accordance with the requirements of Sections 9.01
and 9.02 of the Agreement;


 


2. As of the date hereof, no Event of Termination
event that with notice or lapse of time or both would become an Event of Termination has occurred; and


 


3. As of the date hereof, Harley-Davidson Credit
is in compliance with the covenants and agreements regarding the EU Securitization Regulation and the UK Securitization Regulation set
forth in Section 3.03 of the Agreement.


 


IN WITNESS WHEREOF, I
have affixed hereunto my signature this [__] day of [____], 20[__].


 


	 	HARLEY-DAVIDSON CREDIT CORP.
	 	 
	 	 
	 	By:	 	 
	 	Name:	                              
	 	Title:	 	 




 






    D-1


     


    







 


Exhibit
E


 


SERVICING CRITERIA TO BE ADDRESSED IN


INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE


 


The assessment of compliance to be delivered by
the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria” 1:


	Servicing Criteria	  	
    Applicable

    Servicing

    Criteria

	Reference	  	Criteria	  	 
	 	  	General Servicing Considerations	  	 
	1122(d)(1)(i)	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  	 
	 	 	 
	1122(d)(1)(ii)	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	  	 
	 	 	 
	1122(d)(1)(iii)	  	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	  	 
	 	 	 
	1122(d)(1)(iv)	  	
    A fidelity bond and errors and omissions policy is in effect on the
    party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance
    with the terms of the transaction agreements.

     
	  	 
	
    1122(d)(1)(v)

     

     
	
    Aggregation of information, as applicable, is mathematically
    accurate and the information conveyed accurately reflects the information.

     
	 
	 	  	Cash Collection and Administration	  	 
	 	 	 
	1122(d)(2)(i)	  	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	  	ü2
	 	 	 
	1122(d)(2)(ii)	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	ü
	 	 	 
	1122(d)(2)(iii)	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	  	 
	 	 	 
	1122(d)(2)(iv)	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	  	ü


 


	1	Each Assessment of compliance delivered by the Indenture Trustee shall be made only toward such portion(s) of servicing criteria applicable to the Indenture Trustee and not such other portion(s) applicable to other persons.
	2	Solely with regard to deposits made by the Indenture Trustee.


 






    E-1


     


    







 	Servicing Criteria	 	
    Applicable

    Servicing

    Criteria

	Reference	 	Criteria	 	 
	1122(d)(2)(v)	 	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	 	ü3
	 	 	 
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	 
	 	 	 
	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	 	 	Investor Remittances and Reporting	 	 
	 	 	 
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	 	 
	 	 	 
	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	ü
	 	 	 
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	 	 
	 	 	 
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	 	ü






 


	3	Assessment to be given by Indenture Trustee shall be only with respect to Trust Accounts maintained by the Indenture Trustee under the Sale and Servicing Agreement.


 






    E-2


     


    




 


	Servicing Criteria	 	
    Applicable

    Servicing

    Criteria

	Reference	 	Criteria	 	 
	 	 	Pool Asset Administration	 	 
	 	 	 
	1122(d)(4)(i)	 	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	 	 
	 	 	 
	1122(d)(4)(ii)	 	Pool assets and related documents are safeguarded as required by the transaction agreements	 	 
	 	 	 
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	 
	 	 	 
	1122(d)(4)(iv)	 	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	 	 
	 	 	 
	1122(d)(4)(v)	 	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	 	 
	 	 	 
	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	 	 
	 	 	 
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 	 
	 	 	 
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	 	 
	 	 	 
	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	 	 


 






    E-3


     


    

 


	Servicing Criteria	 	
    Applicable

    Servicing

    Criteria

	Reference	 	Criteria	 	 
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	 	 
	 	 	 
	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 	 
	 	 	 
	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	 	 
	 	 	 	 	 
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	 	 
	 	 	 
	1122(d)(4)(xiv)	 	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	 	 
	 	 	 
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	 
	 	 	 	 	 






    E-4


     


    







 


Exhibit F


 


FORM OF ANNUAL CERTIFICATION OF THE INDENTURE TRUSTEE


 


                                                        Dated: [                         ]


 


Citibank, N.A., not in its individual capacity
but solely as indenture trustee (the “Indenture Trustee”), certifies to Harley-Davidson Credit Corp. (the “Servicer”),
its officers and Harley-Davidson Motorcycle Trust 2022-A (the “Issuer”), with the knowledge and intent that they will rely
upon this certification, that:


 


(1) It has reviewed the report
on assessment of the Indenture Trustee’s compliance with the Servicing Criteria during the immediately preceding calendar year,
as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB, that was delivered by
the Indenture Trustee to the Seller pursuant to the Sale and Servicing Agreement dated as of April 1, 2022, among Harley- Davidson Customer
Funding Corp., the Servicer, the Indenture Trustee and the Issuer (“Indenture Trustee Information”);


 


(2) To the best of its knowledge,
the Indenture Trustee Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with
respect to the period of time covered by the Indenture Trustee Information (in making such statement, the Indenture Trustee makes no representation
or warranty as to any information prepared or provided to it by a third person and upon which it relied in preparing our information);
and


 


(3) To the best of its knowledge,
all of the Indenture Trustee Information required to be provided by the Indenture Trustee under the Indenture has been provided to the
Servicer.


 


	 	Citibank, N.A.,
	 	as Indenture Trustee
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 






    F-1


     


    








 


Exhibit
G


 


[Form of Certificate Regarding Reacquired Contracts]


 


Harley-Davidson Credit Corp.


 


Certificate Regarding Reacquired Contracts


 


The undersigned certifies
that [s]he is the [________] of Harley-Davidson Credit Corp., a Nevada corporation (the “Servicer”), and that as such
is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 7.08 of the Sale and Servicing
Agreement (the “Agreement”) dated as of April 1, 2022 by and among Harley-Davidson Customer Funding Corp., as Trust
Depositor, the Servicer, Citibank, N.A., as Indenture Trustee, and Harley-Davidson Motorcycle Trust 2022-A (all capitalized terms used
herein without definition having the respective meanings specified in the Agreement), and further certifies that:


 


		1.	The Contracts on the attached schedule
                                            are to be [re]acquired by the [Seller/Servicer][Trust Depositor] on the date hereof pursuant
                                            to [Section 7.08[(a)][(b)] of the Agreement and Section 5.01 of the Transfer and Sale Agreement/Section
                                            7.10 of the Agreement/Section 7.11 of the Agreement.]



 


		2.	[After
                                            giving effect to such reacquisition, the aggregate Principal Balance, as of the Cutoff Date,
                                            of all Contract(s) reacquired pursuant to Section 7.08(b) of the Agreement does not exceed
                                            [10]% of the Pool Balance as of the Cutoff Date.]



 


		3.	Upon deposit of the Purchase Price for
                                            such Contracts, such Contracts may, pursuant to Section 7.09 of the Agreement, be assigned
                                            by the Indenture Trustee to the Seller[/Servicer].



 


IN WITNESS WHEREOF, I have
affixed hereunto my signature this ______ day of _____________.


 


	 	Harley-Davidson
    Credit Corp.
	 	 
	 	By:	 
	 	 	Printed
    Name: _____________
	 	 	Title: ____________________



  



    	 	G-1	 



     


    




 


Exhibit
H


 


[List of Contracts]


  



    	 	H-1	 



     


    







 


Exhibit
I


 


[Form of Monthly Report to Noteholders]


 


[see attached]


 






    	 	I-1	 



     


    




 


Exhibit J


 


[Seller’s Representations and Warranties]


 


(1)            Representations
and Warranties Regarding Seller. Seller represents and warrants, as of the execution and
delivery of this Agreement and as of the Closing Date, that:


 


(a)       Organization
and Good Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization and has the corporate power to own its assets and to transact the business in which it is currently engaged. Seller
is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the
business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify would
have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of Seller or Trust Depositor.


 


(b)       Authorization;
Binding Obligation. Seller has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction
Documents to which the Seller is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents
to which the Seller is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of
this Agreement and the other Transaction Documents to which the Seller is a party. This Agreement and the other Transaction Documents
to which the Seller is a party constitute the legal, valid and binding obligations of Seller enforceable in accordance with their terms,
except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally and by the availability of equitable remedies.


 


(c)       No
Consent Required. Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance,
validity or enforceability of this Agreement and the other Transaction Documents to which the Seller is a party.


 


(d)       No
Violations. Seller’s execution, delivery and performance of this Agreement and the other Transaction Documents to which the
Seller is a party will not violate any provision of any existing law or regulation or any order or decree of any court or the Articles
of Incorporation or Bylaws of Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which
Seller is a party or by which Seller or any of Seller’s properties may be bound.


 


(e)       Litigation.
No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge
of Seller threatened, against Seller or any of its properties or with respect to this Agreement or any other Transaction Document to
which the Seller is a party which, if adversely determined, would in the opinion of Seller have a material adverse effect on the business,
properties, assets or condition (financial or other) of Seller or the transactions contemplated by this Agreement or any other Transaction
Document to which the Seller is a party.


 


(f)       State
of Incorporation; Name; No Changes. Seller’s state of incorporation is the State of Nevada. Seller’s exact legal name
is as set forth in the first paragraph of this Agreement. Seller has not changed its name whether by amendment of its Articles of Incorporation,
by reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.


 






    	 	J-1	 



     


    

 


(g)       Solvency.
The Seller, after giving effect to the conveyances made by it hereunder, is Solvent.


 


(2)           Representations
and Warranties Regarding Each Contract. Seller represents and warrants as to each Contract as of the execution
and delivery of this Agreement and as of the Closing Date, that:


 


(a)       Payments.
Except for a payment that is not more than 29 days delinquent as of the Cutoff Date, no payment default exists on the Contract.


 


(b)       No
Waivers. As of the Cutoff Date, no material term of the Contract has been affirmatively amended or modified, except amendments and
modifications indicated in the Servicer’s servicing system or in the Contract File.


 


(c)       Binding
Obligation. The Contract is on a form of contract that includes rights and remedies allowing the holder to enforce the obligation
and realize on the Motorcycle and represents the legal, valid and binding payment obligation of the Obligor, enforceable in all material
respects by the holder of the Contract, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to
the enforcement of creditors’ rights or by general equitable principles and consumer protection laws.


 


(d)       No
Defenses. As of the Cutoff Date, no right of rescission, setoff, counterclaim or defense asserted or threatened with respect to such
Contract was indicated in the Servicer’s servicing system or related Contract File.


 


(e)        Insurance.
The terms of the Contract require that for the term of such Contract the Motorcycle securing such Contract will be covered by physical
damage insurance.


 


(f)        Origination.
The Contract (i) was originated in the United States (including U.S. military bases) by Eaglemark Savings Bank in the regular course
of its business, (ii) was fully and properly executed by the parties thereto, and (iii) has been purchased by Seller in the regular course
of its business.


 


(g)       Compliance
with Law. At the time it was originated, the Contract complied in all material respects with all requirements of law in effect at
the time.


 


(h)       Contract
in Force. As of the Cutoff Date, the Servicer’s servicing system indicates that the Contract was not satisfied or subordinated
in whole or in part or rescinded, and the related Motorcycle securing the Contract has not been released from the lien of the Contract
in whole or in part.


 


(i)        Valid
Security Interest. The Contract has created or shall create a valid, binding and enforceable first priority security interest in
favor of the Seller in the Motorcycle, except as to priority for any Permitted Liens, which security interest is assignable by the Seller
to the Depositor.


 


(j)        No
Defaults. As of the Cutoff Date, no default, breach, violation or event permitting acceleration was recorded in the Servicer’s
servicing system with respect to any Contract. Seller has not waived any such default, breach, violation or event permitting acceleration.
As of the Cutoff Date, no Motorcycle was in repossession.


 






    	 	J-2	 



     


    

 


(k)       Installments.
The Contract has a fixed Contract Rate and provides for monthly payments of principal and interest which, if timely made, would fully
amortize the loan on a simple-interest basis over its term.


 


(l)        Owner
of Record. The Seller is identified as the “owner of record” on all electronic chattel paper relating to the Contract,
and the Seller has “control,” as defined in Section 9-105 of the UCC, of all electronic chattel paper relating to the
Contract. The Contract does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed by the
Seller to any Person other than the Trust Depositor.


 


(m)       Good
Title. Immediately before the sale and assignment under the Transfer and Sale Agreement and under this Agreement, the Seller has
good and marketable title to the Contract, free and clear of any encumbrance or lien, except for any Permitted Liens, and, immediately
upon the transfer of the Contract by the Seller, the Trust Depositor shall have good and marketable title to the Contract free and clear
of any encumbrance or lien, except for any Permitted Liens, and, immediately upon the transfer of the Contract by the Trust Depositor,
the Issuer shall have good and marketable title to the Contract free and clear of any encumbrance, equity, loan, pledge, charge, claim
or security interest, other than the liens created by the Indenture and any Permitted Liens.


 


(n)       No
Government Obligors. The Obligor is not the United States government or an agency, authority, instrumentality or other political
subdivision of the United States government.


 


(o)       Obligor
Bankruptcy. At the Cutoff Date, the Obligor was not the subject of a bankruptcy proceeding, according to the records in Servicer’s
servicing system.


 


(p)       Chattel
Paper; One Original. The Contract is either “tangible chattel paper” or “electronic chattel paper”. The Contract
is evidenced by either (i) one executed tangible record constituting or forming a part of the Contract that is “tangible chattel
paper”, or (ii) a single “authoritative copy” of the electronic record constituting or forming a part of the Contract
that is “electronic chattel paper”. Terms in quotation marks have the meaning assigned to them in the applicable UCC.


 


(q)       Selection
Criteria. The Contract is secured by a new or used Motorcycle. No Contract has a Contract Rate less than 0.010% or greater than 11.000%.
The Contract amortizes the amount financed over an original term no greater than 84 months (excluding periods of deferral of first payment).
The Contract has a Principal Balance of at least $500.00 as of the Cutoff Date.


 


(3)            Representations
and Warranties Regarding the Contracts in the Aggregate. Seller represents and warrants,
as of the execution and delivery of this Agreement and as of the Closing Date,
that:


 


(a)       Amounts.
The Pool Balance as of the Cutoff Date
equals or exceeds the aggregate principal amount of the Notes on the Closing Date.


 






    	 	J-3	 



     


    

 


(b)       Characteristics.
The Contracts have the following characteristics: (i) all the Contracts are secured by Motorcycles; (ii) no Contract has a remaining
maturity of more than 83 months; and (iii) the final scheduled payment on the Contract with the latest maturity is due no later than
March 18, 2029. Approximately 64.00% of the Pool Balance as of the Cutoff Date is attributable to loans for purchases of new Motorcycles
and approximately 36.00% is attributable to loans for purchases of used Motorcycles. No Contract was originated after the Cutoff Date.
No Contract has a Contract Rate less than 0.010% or greater than 11.000%. 


 


(c)       Marking
Records. As of the Closing Date, Seller has caused the Computer File relating to the Contracts sold hereunder and concurrently reconveyed
by the Trust Depositor to the Trust and pledged by the Trust to the Indenture Trustee to be clearly and unambiguously marked to indicate
that such Contracts constitute part of the Trust Corpus, are owned by the Trust and constitute security for the Notes.


 


(d)       No
Adverse Selection. No selection procedures adverse to Noteholders have been employed in selecting the Contracts.


 


(e)       True
Sale. The transactions contemplated by the Transfer and Sale Agreement and the Sale and Servicing Agreement constitute valid sales,
transfers and assignments from Seller to Trust Depositor and from Trust Depositor to the Trust of all of Seller’s right, title
and interest in the Contract Assets as of the Closing Date.


 


(f)       All
Filings Made. All filings (including, without limitation, UCC filings) required to be made by any Person and actions required to
be taken or performed by any Person in any jurisdiction to give the Indenture Trustee a first priority perfected security interest (subject
only to Permitted Liens) in the Contracts, the proceeds thereof and the rest of the Collateral have been made, taken or performed. All
financing statements filed or to be filed against the Seller in favor of the Trust Depositor in connection herewith describing the Contracts
contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing
statement, except as provided in the Sale and Servicing Agreement, will violate the rights of the Issuer.”


 


(g)       List
of Contracts. The information set forth in the List of Contracts is true, complete and correct in all material respects as of the
Cutoff Date.


 


(h)       Lockbox
Bank. All Obligors have been instructed to make payments to a Lockbox Account (either directly by remitting payments to a Lockbox,
or indirectly by making payments through direct debit, the telephone or the internet to an account of the Servicer which payments will
be subsequently transferred from such account to one or more Lockbox Banks), and no person claiming through or under Seller has any claim
or interest in a Lockbox Account other than the related Lockbox Bank; provided, however, that other Persons may have an
interest in certain other collections therein not related to the Contracts.


 


(4)            Representations
and Warranties Regarding the Contract Files. Seller represents and warrants as of the execution
and delivery of this Agreement and as of the Closing Date, that:


 


(a)       Possession.
Immediately prior to the Closing Date, the Servicer or its custodian will have possession of each original Contract and the related complete
Contract File. Each of such documents which is required to be signed by the Obligor has been signed by the Obligor in the appropriate
spaces. All blanks on any form have been properly filled in and each form has otherwise been correctly prepared. The complete Contract
File for each Contract currently is in the possession of the Servicer or its custodian.


  


(b)       Bulk
Transfer Laws. The transfer, assignment and conveyance of the Contracts and the Contract Files by Seller pursuant to the Transfer
and Sale Agreement and by Trust Depositor pursuant to the Sale and Servicing Agreement is not subject to the bulk transfer or any similar
statutory provisions in effect in any applicable jurisdiction.


 






    	 	J-4	 



     


    

 


Exhibit K


 


[Lockbox Bank and Lockbox Account]


 


Lockbox


 


For Standard U.S.
Mail:


Harley-Davidson
Credit Corp.


Department
15129


Palatine, IL 60055-5129


 


For UPS and FedEx:


Harley-Davidson
Credit Corp.


Department 15129


5505 N. Cumberland
Avenue, Suite 307


Chicago, IL 60656-1471


 


Lockbox Bank


 


The Bank of New York Mellon


 






    	 	K-1