Exhibit 4.1


 




 





TRUST
AGREEMENT


 


by and between


 


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


as Trust Depositor,


 


and


 


WILMINGTON TRUST COMPANY,


as Owner Trustee


 


 


Dated
as of October 1, 2010




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE ONE

  	
  DEFINITIONS

  	
  1

  
	
  Section 1.01.

  	
  Capitalized Terms

  	
  1

  
	
  Section 1.02.

  	
  Other Definitional Provisions

  	
  3

  
	
  Section 1.03.

  	
  Usage of Terms

  	
  3

  
	
  Section 1.04.

  	
  Section References

  	
  3

  
	
  Section 1.05.

  	
  Accounting Terms

  	
  3

  
	
  ARTICLE TWO

  	
  ORGANIZATION

  	
  4

  
	
  Section 2.01.

  	
  Name

  	
  4

  
	
  Section 2.02.

  	
  Office

  	
  4

  
	
  Section 2.03.

  	
  Purposes and Powers

  	
  4

  
	
  Section 2.04.

  	
  Appointment of Owner Trustee

  	
  5

  
	
  Section 2.05.

  	
  Initial Capital Contribution of Owner Trust Estate

  	
  5

  
	
  Section 2.06.

  	
  Declaration of Trust

  	
  5

  
	
  Section 2.07.

  	
  Liability of Trust Depositor

  	
  5

  
	
  Section 2.08.

  	
  Title to Trust Property

  	
  5

  
	
  Section 2.09.

  	
  Situs of Trust

  	
  5

  
	
  Section 2.10.

  	
  Representations and Warranties of the Trust Depositor

  	
  6

  
	
  Section 2.11.

  	
  Federal Income Tax Treatment

  	
  7

  
	
  Section 2.12.

  	
  Texas State Tax Matters

  	
  7

  
	
  ARTICLE THREE

  	
  TRUST CERTIFICATES AND TRANSFER OF
  INTERESTS

  	
  8

  
	
  Section 3.01.

  	
  Initial Ownership

  	
  8

  
	
  Section 3.02.

  	
  The Trust Certificate

  	
  8

  
	
  Section 3.03.

  	
  Authentication and Delivery of Trust Certificates

  	
  8

  
	
  Section 3.04.

  	
  Registration of Transfer and Exchange of Trust Certificates

  	
  8

  
	
  Section 3.05.

  	
  Mutilated, Destroyed, Lost or Stolen Trust Certificates

  	
  9

  
	
  Section 3.06.

  	
  Person Deemed Owner

  	
  10

  
	
  Section 3.07.

  	
  Access to List of Certificateholders’ Name and Address

  	
  10

  
	
  Section 3.08.

  	
  Maintenance of Office or Agency

  	
  10

  
	
  Section 3.09.

  	
  Trust Certificate

  	
  10

  
	
  Section 3.10.

  	
  Appointment of Paying Agent

  	
  10

  
	
  Section 3.11.

  	
  Ownership by Trust Depositor of Trust Certificate

  	
  11

  
	
  Section 3.12.

  	
  Repayment of Trust Certificates

  	
  11

  
	
  ARTICLE FOUR

  	
  ACTIONS BY OWNER TRUSTEE AND
  CERTIFICATEHOLDERS

  	
  11

  
	
  Section 4.01.

  	
  Prior Notice to Owner with Respect to Certain Matters

  	
  11

  
	
  Section 4.02.

  	
  Action by Owner with Respect to Certain Matters

  	
  12

  
	
  Section 4.03.

  	
  Action by Owners with Respect to Bankruptcy

  	
  12

  
	
  Section 4.04.

  	
  Restrictions on Owners’ Power

  	
  12

  
	
  Section 4.05.

  	
  Majority of the Trust Certificates Control

  	
  12

  
	
  ARTICLE FIVE

  	
  APPLICATION OF TRUST FUNDS; CERTAIN
  DUTIES

  	
  12

  
	
  Section 5.01.

  	
  Establishment of Trust Account; Application of Trust Funds

  	
  12

  
	
  Section 5.02.

  	
  Method of Payment

  	
  13

  
	
  Section 5.03.

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

  	
  13

  
	
  Section 5.04.

  	
  Signature on Returns; Tax Matters Partner

  	
  14

  
	
  ARTICLE SIX

  	
  AUTHORITY AND DUTIES OF OWNER
  TRUSTEE

  	
  14

  
	
  Section 6.01.

  	
  General Authority

  	
  14

  
	
  Section 6.02.

  	
  General Duties

  	
  14

  
	
  Section 6.03.

  	
  Action Upon Instruction

  	
  14

  
	
  Section 6.04.

  	
  No Duties Except as Specified in this Agreement or in
  Instructions

  	
  15

  



 

















 


	
  Section 6.05.

  	
  No Action Except Under Specified Documents or Instructions

  	
  16

  
	
  Section 6.06.

  	
  Restrictions

  	
  16

  
	
  Section 6.07.

  	
  Pennsylvania Motor Vehicle Sales Finance Act Licenses

  	
  16

  
	
  ARTICLE SEVEN

  	
  CONCERNING THE OWNER TRUSTEE

  	
  16

  
	
  Section 7.01.

  	
  Acceptance of Trusts and Duties

  	
  16

  
	
  Section 7.02.

  	
  Furnishing of Documents

  	
  17

  
	
  Section 7.03.

  	
  Representations and Warranties

  	
  17

  
	
  Section 7.04.

  	
  Reliance; Advice of Counsel

  	
  18

  
	
  Section 7.05.

  	
  Not Acting in Individual Capacity

  	
  18

  
	
  Section 7.06.

  	
  Owner Trustee Not Liable for Trust Certificate, Notes or
  Contracts

  	
  18

  
	
  Section 7.07.

  	
  Owner Trustee May Own Trust Certificate and Notes

  	
  19

  
	
  ARTICLE EIGHT

  	
  COMPENSATION OF OWNER TRUSTEE

  	
  19

  
	
  Section 8.01.

  	
  Owner Trustee’s Fees and Expenses

  	
  19

  
	
  Section 8.02.

  	
  Indemnification

  	
  19

  
	
  Section 8.03.

  	
  Payments to the Owner Trustee

  	
  19

  
	
  ARTICLE NINE

  	
  TERMINATION OF TRUST AGREEMENT

  	
  20

  
	
  Section 9.01.

  	
  Termination of Trust Agreement

  	
  20

  
	
  ARTICLE TEN

  	
  SUCCESSOR OWNER TRUSTEES AND
  ADDITIONAL OWNER TRUSTEES

  	
  21

  
	
  Section 10.01.

  	
  Eligibility Requirements for Owner Trustee

  	
  21

  
	
  Section 10.02.

  	
  Resignation or Removal of Owner Trustee

  	
  21

  
	
  Section 10.03.

  	
  Successor Owner Trustee

  	
  21

  
	
  Section 10.04.

  	
  Merger or Consolidation of Owner Trustee

  	
  22

  
	
  Section 10.05.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  22

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  	
  23

  
	
  Section 11.01.

  	
  Supplements and Amendments

  	
  23

  
	
  Section 11.02.

  	
  No Legal Title to Trust Estate in Owner

  	
  24

  
	
  Section 11.03.

  	
  Limitations on Rights of Others

  	
  24

  
	
  Section 11.04.

  	
  Notices

  	
  24

  
	
  Section 11.05.

  	
  Severability of Provisions

  	
  25

  
	
  Section 11.06.

  	
  Counterparts

  	
  25

  
	
  Section 11.07.

  	
  Successors and Assigns

  	
  25

  
	
  Section 11.08.

  	
  Covenants of the Trust Depositor

  	
  25

  
	
  Section 11.09.

  	
  No Petition

  	
  25

  
	
  Section 11.10.

  	
  No Recourse

  	
  26

  
	
  Section 11.11.

  	
  Headings

  	
  26

  
	
  Section 11.12.

  	
  Governing Law

  	
  26

  
	
  Section 11.13.

  	
  Trust Certificate Transfer Restrictions

  	
  26

  
	
  Section 11.14.

  	
  Trust Depositor Payment Obligation

  	
  26

  



 


EXHIBITS


 


	
  Exhibit A - Form of Certificate of Trust

  	
  A-1

  
	
  Exhibit B - Form of Trust Certificate

  	
  B-1

  



 


ii

















 


TRUST AGREEMENT dated as of October 1, 2010,
between HARLEY-DAVIDSON CUSTOMER FUNDING CORP., a Nevada corporation, as Trust
Depositor (the “Trust Depositor”), and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, as owner trustee (the  “Owner Trustee”).


 


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


 


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


 


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


 


ARTICLE ONE


 


DEFINITIONS


 


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


 


“Administration  Agreement” means the
Administration Agreement, dated as of November 1, 2010, among the Trust,
the Trust Depositor, the Indenture Trustee and Harley-Davidson Credit, as
administrator.


 


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


 


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


 


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


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indenture”
means the Indenture, dated as of November 1, 2010, between the Trust and
The Bank of New York Mellon Trust Company, N.A.


 


“Owner” means
each Holder of a Trust Certificate.


 


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


 


“Owner Trustee Corporate
Trust Office” means the office of the Owner Trustee at which its
corporate trust business shall be administered, which initially shall be 1100
North Market Street, Wilmington, Delaware 19890-1605 Attn: Corporate Trust
Administration, or such other office at such other address as the Owner Trustee
may designate from time to time by notice to the Certificateholder, the
Servicer, the Indenture Trustee, the Trust Depositor and Harley-Davidson
Credit.


 


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


 


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


 


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


 


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


 


“Sale and Servicing
Agreement”  means the Sale
and Servicing Agreement, dated as of November 1, 2010, among the Trust, as
Issuer, the Trust Depositor, Harley-Davidson Credit, as servicer, and The Bank
of New York Mellon Trust Company, N.A., as Indenture Trustee, as the same may
be amended or supplemented from time to time.


 


2

















 


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


 


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


 


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


 


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


 


“Trust” means
the trust established by this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


ARTICLE TWO


 


ORGANIZATION


 


Section 2.01.        Name.  The Trust created hereby shall be known as “Harley-Davidson  Motorcycle Trust
2010-1”, in which name the Owner Trustee may conduct the activities
of the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.


 


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


 


Section 2.03.        Purposes and Powers.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Trust shall not engage in any activities other
than in connection with the foregoing. 
Nothing contained herein shall be deemed to authorize the Owner Trustee
to engage in any business operations or any activities other than those set
forth in the introductory sentence of this Section.  Specifically, the


 


4

















 


Owner Trustee shall have no authority to engage in any
business operations, or acquire any assets other than those specifically
included in the Trust Estate under Section 1.01, or otherwise vary the
assets held by the Trust.  Similarly, the
Owner Trustee shall have no discretionary duties other than performing those
ministerial acts set forth above necessary to accomplish the purpose of this
Trust as set forth in the introductory sentence of this Section.  Notwithstanding Section 2.03(a)(iii) above,
the Trust shall not assign, sell or transfer the Contracts except as
contemplated or permitted by the Indenture or the Sale and Servicing Agreement,
without the prior consent of the Trust Depositor.


 


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


 


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


 


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


 


Section 2.07.        Liability of Trust Depositor.


 


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


 


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


 


Section 2.08.        Title to Trust Property.  Legal title to the Trust Estate shall be
vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in an Owner Trustee or Owner Trustees, in which case title
shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.


 


Section 2.09.        Situs of Trust.  The Trust will be located and administered in
the State of Delaware.  All bank accounts
maintained by the Owner Trustee on behalf of the Trust shall be located in the
State of Illinois or the State of Delaware. 
The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or
prohibit the Owner Trustee from


 


5

















 


having employees within or
without the State of Delaware.  Payments
will be received by the Trust only in Delaware and payments will be made by the
Trust only from Delaware.  The only
office of the Trust will be at the Owner Trustee Corporate Trust Office.


 


Section 2.10.        Representations and Warranties of the Trust Depositor.


 


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


 


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


 


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


 


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


 


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


 


(v)           There are no proceedings or investigations pending, or to the Trust
Depositor’s best knowledge threatened, before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Trust Depositor or its properties: (A) asserting the invalidity
of this Agreement, any of the other Transaction Documents or the Trust
Certificates, (B) seeking to prevent the issuance of the Trust
Certificates


 


6

















 


or the consummation
of any of the transactions contemplated by this Agreement or any of the other
Transaction Documents, (C) seeking any determination or ruling that might
materially and adversely affect the performance by the Trust Depositor of its
obligations under, or the validity or enforceability of, this Agreement, any of
the other Transaction Documents or the Trust Certificates or (D) involving
the Trust Depositor and which would adversely affect the federal income tax or
other federal, state or local tax attributes of the Trust Certificates.


 


Section 2.11.        Tax Treatment.


 


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


 


Section 2.12.        Texas State Tax Matters.


 


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


 


7
















 


ARTICLE THREE


 


TRUST
CERTIFICATES AND TRANSFER OF INTERESTS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE FOUR


 


ACTIONS
BY OWNER TRUSTEE AND CERTIFICATEHOLDERS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE FIVE


 


APPLICATION
OF TRUST FUNDS;

CERTAIN DUTIES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.04.        Signature on Returns; Tax Matters Partner.


 


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


 


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


 


ARTICLE SIX


 


AUTHORITY
AND DUTIES OF OWNER TRUSTEE


 


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


 


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


 


Section 6.03.        Action Upon Instruction.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.07.        Pennsylvania Motor Vehicle Sales Finance Act Licenses.  The
Owner Trustee shall use its best efforts to maintain the effectiveness of all
licenses required under the Pennsylvania Motor Vehicle Sales Finance Act in
connection with the transactions contemplated by the Transaction Documents
until the lien and security interest of the Indenture shall no longer be in
effect in accordance with its terms.


 


ARTICLE SEVEN


 


CONCERNING
THE OWNER TRUSTEE


 


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


 


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


 


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


 


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


 


16
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


Section 7.04.        Reliance; Advice of Counsel.


 


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


 


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


 


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


 


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


 


18

















 


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


 


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


 


ARTICLE EIGHT


 


COMPENSATION
OF OWNER TRUSTEE


 


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


 


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


 


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


 


19

















 


ARTICLE NINE


 


TERMINATION
OF TRUST AGREEMENT


 


Section 9.01.        Termination of Trust Agreement.


 


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


 


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


 


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


 


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


 


20

















 


ARTICLE TEN


 


SUCCESSOR
OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES


 


Section 10.01.      Eligibility Requirements for Owner Trustee.  The Owner Trustee shall at all
times be a corporation satisfying the provisions of Section 3807(a) of
the Statutory Trust  Statute; authorized
to exercise corporate trust powers; and (a) having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authorities; and having (or having a parent that has) a rating
of at least Baa3 by Moody’s; or (b) which satisfies the Rating Agency
Condition.  If such corporation shall
publish reports of condition at least annually pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
In case at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 10.02.


 


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


 


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


 


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


 


Section 10.03.      Successor Owner Trustee.  Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver
to the Administrator, and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Owner Trustee shall become effective, and such
successor Owner Trustee,


 


21

















 


without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like
effect as if originally named as Owner Trustee. 
The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements
and monies held by it under this Agreement; and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties
and obligations.


 


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


 


Upon acceptance of appointment by a successor Owner
Trustee pursuant to this Section, the Administrator shall mail notice thereof
to the Certificateholders, the Indenture Trustee, the Noteholders and each
Rating Agency.


 


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


 


Section 10.05.      Appointment of Co-Trustee or Separate
Trustee. 
Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Estate or any financed Motorcycle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person, in such capacity,
such title to the Trust or any part thereof and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Administrator and the Owner Trustee may consider necessary or desirable.  If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 10.01 and no notice of the appointment
of any co-trustee or separate trustee shall be required pursuant to Section 10.03.


 


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


 


(a)           all rights, powers, duties and obligations conferred or
imposed upon the Owner Trustee shall be conferred upon and exercised or
performed by the Owner Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not authorized
to act separately without the Owner Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be


 


22

















 


performed, the Owner Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Estate or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Owner Trustee;


 


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


 


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


 


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


 


Any separate trustee or co-trustee may at any time
appoint the Owner Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall
die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.


 


ARTICLE ELEVEN


 


MISCELLANEOUS


 


Section 11.01.      Supplements and Amendments.


 


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


 


(b)           This Agreement may also be amended
from time to time by the Trust Depositor, and the Owner Trustee, with the consent
of the Required Holders and the Holders of Trust Certificates evidencing not
less than a majority of the Certificate Balance, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however,
that no such


 


23

















 


amendment shall increase or
reduce in any manner the amount of, or accelerate or delay the timing of, (i) collections
of payments on Contracts or distributions that shall be required to be made for
the benefit of the Noteholders or the Certificateholders, or (ii) eliminate
the Certificateholders’ consent or reduce the aforesaid percentage of the
Outstanding Amount of the Notes required to consent to any such amendment,
without the consent of the Holder of all outstanding Notes and Trust
Certificates affected thereby.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


sent, or (d) on the
date transmitted by legible telecopier transmission with a confirmation of
receipt, in all cases addressed to the recipient at the address for such
recipient set forth in the Sale and Servicing Agreement.


 


Each party hereto may, by notice given in accordance
herewith to each of the other parties hereto, designate any further or
different address to which subsequent notices shall be sent.


 


Section 11.05.      Severability of Provisions.  If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Trust
Certificates or the rights of the Holder thereof.


 


Section 11.06.      Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.


 


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


 


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


 


Section 11.09.      No Petition.


 


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


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


[signature page follows]


 


26

















 


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


 


	
   

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING

  
	
   

  	
  CORP., as Trust Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:

  



 


Signature Page to Trust Agreement


 
















 


EXHIBIT A


 


FORM OF CERTIFICATE OF TRUST OF


Harley-Davidson Motorcycle Trust 2010-1


 


This Certificate of Trust of Harley-Davidson
Motorcycle Trust 2010-1 (the “Trust”), dated
                              ,
2010, is being duly executed and filed by Wilmington Trust Company, a Delaware
banking corporation, as Owner Trustee, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. Code, §
3801 et seq.).


 


1.             Name.  The name of the statutory trust
formed hereby is Harley-Davidson Motorcycle Trust 2010-1.


 


2.             Delaware Trustee.  The name and business address
of the Owner Trustee of the Trust in the State of Delaware is Wilmington Trust
Company, 1100 North Market Street, Wilmington, Delaware l9890-1605.


 


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


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  not in its individual capacity but solely as

  
	
   

  	
  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


EXHIBIT B


 


FORM OF TRUST CERTIFICATE


 


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


 


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


 


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


 


HARLEY-DAVIDSON MOTORCYCLE TRUST 2010-1
CERTIFICATE


 


	
  NO.

  	
   

  	
  Initial Certificate Balance
  $[                  ]

  



 


THIS CERTIFIES THAT Harley-Davidson Customer Funding
Corp. is the registered owner of  100% of
the non-assessable, fully-paid, fractional undivided beneficial interest in the
Harley-Davidson Motorcycle Trust 2010-1 (the “Trust”)
formed by Harley-Davidson Customer Funding Corp., a Nevada corporation (the  “Trust Depositor”).


 


The Trust was created pursuant to a Trust Agreement,
dated as of October 1, 2010 (as amended and supplemented from time to
time, the “Trust Agreement”), between the Trust
Depositor, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent
provisions of which is set forth below. 
To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in (i) the Trust Agreement, (ii) the
Sale and Servicing Agreement, dated as of November 1, 2010 (the “Sale and Servicing Agreement”), among the Trust, the Trust
Depositor, Harley-Davidson Credit Corp. (“Harley-Davidson Credit”),
as Servicer (in such capacity, the “Servicer”) and
The Bank of New York Mellon Trust Company, N.A., as Indenture 


 

















 


Trustee (the “Indenture Trustee”) or (iii) the
Indenture, dated as of November 1, 2010 (the “Indenture”),
between the Trust and the Indenture Trustee.


 


This Trust Certificate is a duly authorized Trust
Certificate designated as “Harley-Davidson Motorcycle
Trust 2010-1 Certificate”   (the “Trust Certificate”).  Issued under the Indenture are six classes of
notes designated as “[    ]% Motorcycle
Contract Backed Notes, Class A-1”, “[    ]% Motorcycle Contract Backed Notes, Class A-2”, “[    ]% Motorcycle
Contract Backed Notes, Class A-3”,
“[    ]% Motorcycle Contract
Backed Notes, Class A-4”, “[    ]% Motorcycle Contract Backed Notes, Class B” and “[    ]% Motorcycle Contract Backed Notes, Class C”  (collectively, the “Notes”).  This Trust Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Holder of this Trust Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.  The property of the Trust includes, among
other things, (i) all the right, title and interest of the Trust Depositor
in and to the Contracts listed on the List of Contracts delivered on the
Closing Date (including, without limitation, all security interests and all
rights to receive payments which are collected pursuant thereto after the
Cutoff Date, including any liquidation proceeds therefrom, but excluding any
rights to receive payments which were collected pursuant thereto on or prior to
the Cutoff Date), (ii) all rights of the Trust Depositor under any 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, (iii) all security interests in each such Motorcycle, (iv) all
documents contained in the related Contract Files, (v) all rights (but not
the obligations) of the Trust Depositor under any related motorcycle dealer
agreements between dealers (i.e., the originators of such Contracts) and
Harley-Davidson Credit, (vi) all rights of the Trust Depositor in the
Lockbox, the Lockbox Account and related Lockbox Agreement to the extent they
relate to such Contracts, (vii) all rights (but not the obligations) of
the Trust Depositor under the Transfer and Sale Agreement, including but not
limited to the Trust Depositor’s rights under Article V thereof, (viii) the
remittances, deposits and payments made into the Trust Accounts from time to
time and amounts in the Trust Accounts from time to time (and any investments
of such amounts), (ix) all rights of the Trust Depositor to certain
rebates of premiums and other amounts relating to insurance policies, debt
cancellation agreements, extended service contracts or other repair agreements
and other items financed under such Contracts and (x) all proceeds and
products of the foregoing.


 


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


 


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


 


It is the intention of Harley-Davidson Credit, the
Servicer, the Trust Depositor, Owner Trustee, Indenture Trustee and the
Certificateholders that, in the event there is only one Certificateholder, the
Trust be disregarded as a separate entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as
in effect for periods after January 1, 1997.  The Trust Depositor and the
Certificateholders agree not to 


 

















 


take any action inconsistent with such intended
federal income tax treatment.  Because
for federal income tax purposes the Trust will be disregarded as a separate
entity, Trust items of income, gain, loss and deduction for any month as
determined for federal income tax purposes shall be allocated entirely to the
Trust Depositor (or subsequent purchaser of the Trust Certificate) as the sole
Certificateholder.


 


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


 


Each Certificateholder, by its acceptance of a Trust
Certificate or beneficial interest in a Trust Certificate, covenants and agrees
that such Certificateholder will not at any time institute against the Trust or
the Trust Depositor, or join in any institution against the Trust or the Trust
Depositor, Harley-Davidson Credit or the Servicer any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Trust Certificate, the
Notes, the Trust Agreement or any of the other Transaction Documents.


 


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


 


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


 


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


 


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


 

















 


[REVERSE OF CERTIFICATE]


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 

















 


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


 


	
  Dated:

  	
   

  	
  Harley-Davidson Motorcycle Trust 2010-1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  
					



 


OWNER
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
  WILMINGTON TRUST COMPANY,

  	
   

  
	
  not in its individual capacity but solely

  	
   

  
	
  as Owner Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 

















 


ASSIGNMENT


 


FOR VALUE RECEIVED the
undersigned hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL SECURITY OR


OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


 


 


(Please print or type name and address, including
postal zip code, of assignee)


 


	
   

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

  



 


	
   

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

  



 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

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