EXHIBIT
4.23


 




 





TRUST AGREEMENT


 


by and between


 


HARLEY-DAVIDSON
CUSTOMER FUNDING CORP.,

as Trust Depositor,


 


and


 


WILMINGTON TRUST
COMPANY,

as Owner Trustee


 


 


Dated as of May 1,
2004


 




 




















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  	
  DEFINITIONS

  	
   

  
	
  Section 1.01.

  	
  Capitalized
  Terms

  	
   

  
	
  Section 1.02.

  	
  Other
  Definitional Provisions

  	
   

  
	
  Section 1.03.

  	
  Usage
  of Terms

  	
   

  
	
  Section 1.04.

  	
  Section References

  	
   

  
	
  Section 1.05.

  	
  Accounting
  Terms

  	
   

  
	
  ARTICLE TWO

  	
  ORGANIZATION

  	
   

  
	
  Section 2.01.

  	
  Name

  	
   

  
	
  Section 2.02.

  	
  Office

  	
   

  
	
  Section 2.03.

  	
  Purposes
  and Powers.

  	
   

  
	
  Section 2.04.

  	
  Appointment
  of Owner Trustee

  	
   

  
	
  Section 2.05.

  	
  Initial
  Capital Contribution of Owner Trust Estate

  	
   

  
	
  Section 2.06.

  	
  Declaration
  of Trust

  	
   

  
	
  Section 2.07.

  	
  Liability
  of Trust Depositor.

  	
   

  
	
  Section 2.08.

  	
  Title
  to Trust Property

  	
   

  
	
  Section 2.09.

  	
  Situs
  of Trust

  	
   

  
	
  Section 2.10.

  	
  Representations
  and Warranties of the Trust Depositor.

  	
   

  
	
  Section 2.11.

  	
  Federal
  Income Tax Treatment.

  	
   

  
	
  ARTICLE THREE

  	
  TRUST CERTIFICATE AND TRANSFER OF
  INTERESTS

  	
   

  
	
  Section 3.01.

  	
  Initial
  Ownership.

  	
   

  
	
  Section 3.02.

  	
  The
  Trust Certificate

  	
   

  
	
  Section 3.03.

  	
  Authentication
  and Delivery of Trust Certificate

  	
   

  
	
  Section 3.04.

  	
  Registration
  of Transfer and Exchange of Trust Certificate.

  	
   

  
	
  Section 3.05.

  	
  Mutilated,
  Destroyed, Lost or Stolen Trust Certificate

  	
   

  
	
  Section 3.06.

  	
  Person
  Deemed Owner

  	
   

  
	
  Section 3.07.

  	
  Access
  to List of Certificateholder’s Name and Address

  	
   

  
	
  Section 3.08.

  	
  Maintenance
  of Office or Agency

  	
   

  
	
  Section 3.09.

  	
  Trust
  Certificate

  	
   

  
	
  Section 3.10.

  	
  Appointment
  of Paying Agent

  	
   

  
	
  Section 3.11.

  	
  Ownership
  by Trust Depositor of Trust Certificate

  	
   

  
	
  ARTICLE FOUR

  	
  ACTIONS
  BY OWNER TRUSTEE

  	
   

  
	
  Section 4.01.

  	
  Prior
  Notice to Owner with Respect to Certain Matters

  	
   

  
	
  Section 4.02.

  	
  Action
  by Owner with Respect to Certain Matters

  	
   

  
	
  Section 4.03.

  	
  Action
  by Owner with Respect to Bankruptcy

  	
   

  
	
  Section 4.04.

  	
  Restrictions
  on Owner’s Power

  	
   

  
	
  ARTICLE FIVE

  	
  APPLICATION
  OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  
	
  Section 5.01.

  	
  Application
  of Trust Funds.

  	
   

  
	
  Section 5.02.

  	
  Method
  of Payment

  	
   

  
	
  Section 5.03.

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

  	
   

  
	
  Section 5.04.

  	
  Signature
  on Returns; Tax Matters Partner.

  	
   

  
	
  ARTICLE SIX

  	
  AUTHORITY
  AND DUTIES OF OWNER TRUSTEE

  	
   

  
	
  Section 6.01.

  	
  General
  Authority

  	
   

  
	
  Section 6.02.

  	
  General
  Duties

  	
   

  
	
  Section 6.03.

  	
  Action
  Upon Instruction.

  	
   

  
	
  Section 6.04.

  	
  No
  Duties Except as Specified in this Agreement or in Instructions

  	
   

  
	
  Section 6.05.

  	
  No
  Action Except Under Specified Documents or Instructions

  	
   

  
	
  Section 6.06.

  	
  Restrictions

  	
   

  



 

















 


	
  Section 6.07.

  	
  Pennsylvania
  Motor Vehicle Sales Finance Act Licenses

  	
   

  
	
  ARTICLE SEVEN

  	
  CONCERNING THE OWNER TRUSTEE

  	
   

  
	
  Section 7.01.

  	
  Acceptance
  of Trusts and Duties

  	
   

  
	
  Section 7.02.

  	
  Furnishing
  of Documents

  	
   

  
	
  Section 7.03.

  	
  Representations
  and Warranties

  	
   

  
	
  Section 7.04.

  	
  Reliance;
  Advice of Counsel.

  	
   

  
	
  Section 7.05.

  	
  Not
  Acting in Individual Capacity

  	
   

  
	
  Section 7.06.

  	
  Owner
  Trustee Not Liable for Trust Certificate, Notes or Contracts

  	
   

  
	
  Section 7.07.

  	
  Owner
  Trustee May Own Trust Certificate and Notes

  	
   

  
	
  ARTICLE EIGHT

  	
  COMPENSATION OF OWNER TRUSTEE

  	
   

  
	
  Section 8.01.

  	
  Owner
  Trustee’s Fees and Expenses

  	
   

  
	
  Section 8.02.

  	
  Indemnification

  	
   

  
	
  Section 8.03.

  	
  Payments
  to the Owner Trustee

  	
   

  
	
  ARTICLE NINE

  	
  TERMINATION
  OF TRUST AGREEMENT

  	
   

  
	
  Section 9.01.

  	
  Termination
  of Trust Agreement.

  	
   

  
	
  ARTICLE TEN

  	
  SUCCESSOR
  OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

  	
   

  
	
  Section 10.01.

  	
  Eligibility Requirements for Owner Trustee

  	
   

  
	
  Section 10.02.

  	
  Resignation or Removal of Owner Trustee

  	
   

  
	
  Section 10.03.

  	
  Successor Owner Trustee

  	
   

  
	
  Section 10.04.

  	
  Merger or Consolidation of Owner Trustee

  	
   

  
	
  Section 10.05.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
   

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  	
   

  
	
  Section 11.01.

  	
  Supplements and Amendments.

  	
   

  
	
  Section 11.02.

  	
  No Legal Title to Trust Estate in Owner

  	
   

  
	
  Section 11.03.

  	
  Limitations on Rights of Others

  	
   

  
	
  Section 11.04.

  	
  Notices

  	
   

  
	
  Section 11.05.

  	
  Severability of Provisions

  	
   

  
	
  Section 11.06.

  	
  Counterparts

  	
   

  
	
  Section 11.07.

  	
  Successors and Assigns

  	
   

  
	
  Section 11.08.

  	
  Covenants of the Trust Depositor

  	
   

  
	
  Section 11.09.

  	
  No Petition.

  	
   

  
	
  Section 11.10.

  	
  No Recourse

  	
   

  
	
  Section 11.11.

  	
  Headings

  	
   

  
	
  Section 11.12.

  	
  Governing Law

  	
   

  
	
  Section 11.13.

  	
  Trust Certificate Transfer Restrictions

  	
   

  
	
  Section 11.14.

  	
  Trust Depositor Payment Obligation

  	
   

  
	
   

  	
  [signature
  page follows]

  	
   

  



 


	
  EXHIBITS

  
	
   

  
	
  Exhibit A 
  -  Form of Certificate of Trust

  	
   

  
	
  Exhibit B 
  -  Form of Trust Certificate

  	
   

  



 


ii

















 


TRUST AGREEMENT
dated as of May 1, 2004, 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 Trust
Certificate (as defined herein) to be issued pursuant to this Agreement and to
assume certain obligations pursuant hereto;


 


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


 


ARTICLE ONE



DEFINITIONS


 


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


 


“Administration  Agreement” means the Administration Agreement, dated as of May
1, 2004, 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 a plan’s investment in the entity.


 


 “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 the Trust
Certificate is registered in the Certificate Register.


 


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


 


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 “Closing Date” shall have the meaning assigned
to such term in the Sale and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indenture” 
means the Indenture dated as of May 1, 2004 between the Trust and BNY
Midwest Trust Company.


 


“Note Depository Agreement” means the Agreement dated as of the
Closing Date among the Trust, the Indenture Trustee, the Administrator and DTC,
as the Clearing Agency, relating to the Notes, as the same may be amended and
supplemented from time to time.


 


“Notes” means the Class A-1 Notes, the Class A-2
Notes and the Class B Notes, in each case issued pursuant to the Indenture.


 


“Owner” means the
Holder of the Trust Certificate.


 


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


 


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


 


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


 


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


 


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


 


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“Sale and Servicing Agreement” means the Sale and Servicing Agreement,
dated as of May 1, 2004, among the Trust, as Issuer, the Trust Depositor,
Harley-Davidson Credit, as servicer, and BNY Midwest Trust Company, as
Indenture Trustee, as the same may be amended or supplemented from time to
time.


 


“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 the trust certificate evidencing
the beneficial equity interest of  the
Owner, 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 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.


 


“Underwriters” shall have the
meaning set forth in the Sale and Servicing 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.


 


3

















 


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.


 


ARTICLE TWO



ORGANIZATION


 


Section 2.01.                         Name.  The Trust created hereby
shall be known as “Harley-Davidson  Motorcycle
Trust 2004-2”, 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 Owner 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 Owner, 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 Certificate 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 Pre-Funding Account 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 Owner 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 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


 


(vi)                              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 Owner and the Noteholders.


 


4

















 


The Trust shall
not engage in any activities other than in connection with the foregoing.  Nothing contained herein shall be deemed to
authorize the Owner Trustee to engage in any business operations or any
activities other than those set forth in the introductory sentence of this
Section.  Specifically, the Owner
Trustee shall have no authority to engage in any business operations, or
acquire any assets other than those specifically included in the Trust Estate
under Section 1.01, or otherwise vary the assets held by the Trust.  Similarly, the Owner Trustee shall have no
discretionary duties other than performing those ministerial acts set forth
above necessary to accomplish the purpose of this Trust as set forth in the
introductory sentence of this Section.


 


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 $1,000.  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 Owner, 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, the Certificateholder shall not 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 


 


5

















 


than Delaware; provided,
however, that nothing herein shall restrict or prohibit the Owner
Trustee from having employees within or without the State of Delaware.  Payments will be received by the Trust only
in Delaware and payments will be made by the Trust only from Delaware.  The only office of the Trust will be at the
Owner Trustee Corporate Trust Office.


 


Section 2.10.                         Representations and Warranties of the Trust Depositor.


 


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


 


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


 


(ii)                                  The Trust Depositor is duly qualified to
do business as a foreign corporation in good standing and has obtained all
necessary licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business requires such qualifications.


 


(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.


 


(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 Certificate, (B) seeking to prevent the issuance of the
Trust Certificate 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 Certificate


 


6

















 


or (D) involving
the Trust Depositor and which might adversely affect the federal income tax or
other federal, state or local tax attributes of the Trust Certificate.


 


Section 2.11.                         Federal Income Tax Treatment.


 


It is the
intention of the Trust Depositor that 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 Certificate constitutes the sole equity interest in the Trust
and must at all times be held by either the Trust Depositor or its transferee
as sole owner.  The Trust Depositor
agrees 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.


 


ARTICLE THREE



TRUST CERTIFICATE AND TRANSFER OF INTERESTS


 


Section 3.01.                         Initial Ownership.


 


(a)                                  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 Certificate, the Trust Depositor shall be the sole
beneficiary of the Trust.  The Trust
Certificate must at all times be held by either the Trust Depositor or its
transferee as sole owner.


 


(b)                                 No transfer of the 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 the
Trust Certificate unless, (i) prior to such transfer the Owner Trustee shall
have received a Tax Opinion, and (ii) following such transfer, there would be
no more than one holder of the Trust Certificate and the holder of the Trust
Certificate would not be a Foreign Person, a partnership, Subchapter S
corporation or grantor trust.


 


7

















 


Section 3.02.                         The Trust Certificate.  The Trust
Certificate shall be substantially in the form of Exhibit B hereto.  The Trust Certificate 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.  The
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.  The Trust Certificate shall be dated the
date of its authentication.


 


Section 3.03.                         Authentication and Delivery of Trust Certificate. 
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, and Notes issued by the Owner Trustee and authenticated by the Indenture
Trustee in aggregate principal amount of, in the case of (i) Class A-1 Notes,
$388,000,000, (ii) Class A-2 Notes, $203,570,000 and (iii) Class B Notes,
$34,430,000, or 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 Certificate
will be entitled to the benefits of this Agreement.


 


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


 


(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
Certificate and transfers and exchanges of the Trust Certificate as provided
herein.  The Owner Trustee is hereby
initially appointed Certificate Registrar for the purpose of registering the
Trust Certificate and transfers and exchanges of the Trust Certificate 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.


 


(b)                                 Upon surrender for registration of
transfer of the 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, the new Trust Certificate having the same aggregate
principal 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.


 


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(d)                                 No service charge shall be made for any
registration of transfer or exchange of the 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 the
Trust Certificate.


 


(e)                                  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 Certificate. 
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.


 


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 Certificateholder’s 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.  The Certificateholder, by
receiving and holding the 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 the
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 Certificate 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 Certificate 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.


 


9

















 


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


 


Section 3.10.                         Appointment of Paying Agent.  The Paying
Agent shall make distributions to the Certificateholder pursuant to
Section 5.01(a) and shall report the amounts of such distributions to the
Owner Trustee.  The Paying Agent
initially shall be BNY Midwest 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 BNY Midwest 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 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 Trust Certificate. 
The Trust Depositor shall on the Closing Date hold the Trust
Certificate.


 


ARTICLE FOUR



ACTIONS BY OWNER TRUSTEE


 


Section 4.01.                         Prior Notice to Owner 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 Certificateholder in writing of the proposed action, the
Indenture Trustee shall have consented to such action in the event any Notes
are outstanding and the Owner shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that the Owner has
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);


 


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(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 Owner;


 


(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 Owner; or


 


(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 Owner 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 Owner,
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 Owner.


 


Section 4.03.                         Action by Owner 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
Owner and the delivery to the Owner Trustee by such Owner of a certificate
certifying that such Owner reasonably believes that the Trust is insolvent.


 


Section 4.04.                         Restrictions on Owner’s Power.  The Owner
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.


 


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ARTICLE FIVE



APPLICATION OF TRUST FUNDS;

CERTAIN DUTIES


 


Section 5.01.                         Application of Trust Funds.


 


(a)                                  On each Distribution Date, the Paying
Agent will distribute to the Certificateholder amounts received pursuant to
Section 7.05 of the Sale and Servicing Agreement with respect to such
Distribution Date.


 


(b)                                 On each Distribution Date, the Paying
Agent shall send to the Certificateholder 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.


 


(c)                                  In the event that any withholding tax is
imposed on the Trust’s payment (or allocation of income) to the
Certificateholder, such tax shall reduce the amount otherwise distributable to
the Certificateholder  in accordance
with this Section.  The Paying Agent is
hereby authorized and directed to retain from amounts otherwise distributable
to the Owner 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 the 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
Certificate, distributions required to be made to the Certificateholder of
record on the related Record Date shall be made by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register.


 


Section 5.03.                         Accounting and Reports to the Certificateholder, Owner, 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 Owner, as may be required by the Code and applicable Treasury
Regulations, such information as may be required to enable the 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 accordance with Section 5.01(c)
with respect to income or distributions to Owner.  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 Certificateholder shall be designated the “tax matters
partner” of the Trust pursuant to Section 6231(a)(7)(A) of the
Code and applicable Treasury Regulations.


 


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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 Owner may by written
instruction direct the Owner Trustee in the management of the Trust.


 


(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 Owner 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 Owner 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 


 


13

















 


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 Owner, 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 Owner 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 Owner, 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.


 


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 Owner shall not direct the Owner Trustee to take actions that
would violate the provisions of this Section.


 


14

















 


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;


 


(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 Certificate,
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 


 


15

















 


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 the Owner, unless
the 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 Owner 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 Owner 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 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 


 


16

















 


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 Certificate (other than the signature and countersignature of the Owner
Trustee and the certificate of authentication on the Trust Certificate) 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 Certificate (other than the signature and
countersignature of the Owner Trustee and the certificate of authentication on
the Trust Certificate) 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 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
Certificateholder under this Agreement or the Noteholders under the Indenture,
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 the Trust Certificate or Notes and 


 


17

















 


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.


 


ARTICLE NINE



TERMINATION OF TRUST AGREEMENT


 


Section 9.01.                         Termination of Trust Agreement.


 


(a)                                  This Agreement (other than
Article Eight) and the Trust shall terminate and be of no further force or
effect upon the earlier of (i) final distribution by the Owner Trustee of all
moneys or other property or proceeds of the Trust Estate in accordance with the
terms of the Indenture, the Sale and Servicing Agreement and Article Five
and (ii) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James’s,


 


18

















 


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 Certificateholder shall
surrender the Trust Certificate to the Paying Agent for payment of the final
distribution and cancellation, shall be given by the Owner Trustee by letter to
the Certificateholder 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 Certificate shall be made upon
presentation and surrender of the Trust Certificate 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 Certificate 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 Certificateholder.  Upon presentation and surrender of the Trust
Certificate, the Paying Agent shall cause to be distributed to the
Certificateholder amounts distributable on such Distribution Date pursuant to
Section 5.01.


 


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


 


ARTICLE TEN



SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES


 


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


 


19

















 


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


 


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


 


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


 


Section 10.03.                  Successor Owner Trustee.  Any
successor Owner Trustee appointed pursuant to Section 10.02 shall execute,
acknowledge and deliver to the Administrator, and to its predecessor Owner
Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee shall
become effective, and such successor Owner Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like
effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements
and monies held by it under this Agreement; and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do
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 Certificateholder, the Indenture
Trustee, the Noteholders and each Rating Agency.  If the Administrator shall fail to mail such notice within ten
days after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.


 


20

















 


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


 


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


 


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


 


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


 


21

















 


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 Certificateholder, 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 Certificateholder.


 


(b)                                 This Agreement may also be amended from
time to time by the Trust Depositor, and the Owner Trustee, with the consent of
the Modified Required Holders, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
or of modifying in any manner the rights of the Noteholders or the
Certificateholder; provided, however, that no such amendment
shall 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
Certificateholder, or (ii) eliminate the Certificateholder 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 the Trust Certificate.


 


(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
Certificateholder, 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 


 


22

















 


obtaining such consents
(and any other consents of the Certificateholder provided for in this Agreement
or in any other Transaction Document) and of evidencing the authorization of
the execution thereof by the Certificateholder 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 Owner. 
The Owner shall not have legal title to any part of the Trust
Estate.  The Owner 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 Owner 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 Owner,
the Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement (other than
Section 2.07), whether express or implied, shall be construed to give to
any other Person any legal or equitable right, remedy or claim in the Trust
Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.


 


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


 


23

















 


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


 


Section 11.10.                  No Recourse.  The
Certificateholder by accepting the 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 Certificate
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 


 


24

















 


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. 
The Trust Certificate may not be acquired by or for the account of a
Benefit Plan.  By accepting and holding
a Trust Certificate, the Holder thereof shall be deemed to have represented and
warranted that it is not a Benefit Plan and that it is not acquiring and will
not hold such Trust Certificate for the account of, or with plan assets of, a
Benefit Plan.


 


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


 


[signature
page follows]


 


25

















 


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


 


	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING

  
	
   

  	
  CORP.,

  
	
   

  	
  as Trust Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Perry A. Glassgow

  	
   

  
	
   

  	
  Printed  Name:  Perry A. Glassgow

  
	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY,

  
	
   

  	
  as Owner Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Janel R. Havrilla

  	
   

  
	
   

  	
  Printed
  Name:  Janel R. Havrilla

  
	
   

  	
  Title:  Financial
  Services Officer

  



 


Signature Page to
Trust

Agreement


 

















 


EXHIBIT A


 


FORM OF
CERTIFICATE OF TRUST OF

Harley-Davidson Motorcycle Trust 2004-2


 


This Certificate
of Trust of Harley-Davidson Motorcycle Trust 2004-2 (the “Trust”), dated
                              ,
2004, 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 2004-2.


 


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


 


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


 


	
   

  	
  WILMINGTON TRUST
  COMPANY,

  
	
   

  	
  not in its individual
  capacity but solely as

  
	
   

  	
  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


EXHIBIT B


 


FORM OF TRUST
CERTIFICATE


 


THIS TRUST
CERTIFICATE REPRESENTS THE 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.


 


HARLEY-DAVIDSON
MOTORCYCLE TRUST 2004-2 CERTIFICATE


 


	
  NO.

  	
   

  	
  Initial Trust
  Certificate

  
	
   

  	
   

  	
  Fractional Interest
  100%

  



 


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 2004-2 (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 January 30, 2004 (as
amended and supplemented from time to time, the “Trust Agreement”), between
the Trust Depositor, and Wilmington Trust Company, as owner trustee (the “Owner
Trustee”), a summary of certain of the pertinent provisions of which
is set forth below.  To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in (i) the Trust Agreement, (ii) the Sale and Servicing
Agreement, dated as of May 1, 2004 (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 BNY Midwest Trust Company,
as Indenture Trustee (the “Indenture
Trustee”) or (iii) the Indenture, dated as of May 1, 2004 (the “Indenture”),
between the Trust and the Indenture Trustee.


 


This Trust
Certificate is the duly authorized Trust Certificate designated as “Harley-Davidson
Motorcycle Trust 2004-2 Certificate”  (the “Trust Certificate”). 
Issued under the Indenture are three classes of notes designated as “      %
Harley-Davidson Motorcycle Contract Backed Notes, Class A-1”,
“      % Harley-Davidson Motorcycle Contract
Backed Notes, Class A-2” and “      %
Harley-Davidson Motorcycle Contract Backed Notes, Class B” (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 Initial Contracts listed on the initial 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 Initial Cutoff Date, including any liquidation proceeds
therefrom, but excluding any rights to receive payments which were collected
pursuant thereto on or prior to the Initial Cutoff Date), (ii) all rights of
the Trust Depositor under any physical damage or other individual insurance
policy (and rights under a “forced placed” policy, if any), any debt
insurance policy or any debt cancellation agreement relating to any such
Contract, an Obligor or a Motorcycle securing such Contract, (iii) all security
interests in each such Motorcycle, (iv) all documents contained in the related
Contract Files, (v) all rights (but not the obligations) of the Trust Depositor
under any related motorcycle dealer agreements between dealers (i.e., the
originators of such Contracts) and Harley-Davidson Credit, (vi) all rights of the
Trust Depositor in the Lockbox, the Lockbox Account and related Lockbox
Agreement to the extent they relate to such Contracts, (vii) all rights (but
not the obligations) of the Trust Depositor under the Transfer and Sale
Agreement, including but not limited to the Trust Depositor’s rights under
Article V thereof, (viii) the remittances, deposits and payments made into
the Trust Accounts from time to time and amounts in the Trust Accounts from
time to time (and any investments of such amounts), (ix) all rights of the
Trust Depositor to certain rebates of premiums and other amounts relating to
insurance policies, debt cancellation agreements, extended service contracts or
other repair agreements and other items financed under such Contracts and (x)
all proceeds and products of the foregoing.


 


Under the Trust
Agreement, there will be distributed on the fifteenth day of each month or if
such day is not a Business Day the next succeeding Business Day commencing
June 15, 2004 (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 the 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 Certificateholder that 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
Certificate constitutes the sole equity interest in the Trust and must at all
times be held by either the Trust Depositor or its transferee as sole
owner.  The Trust Depositor agrees 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.


 


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]


 


The 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 Certificateholder under the Trust Agreement at
any time by the Trust Depositor and the Owner Trustee with the consent of the
Holder of the Trust Certificate and the Modified 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
Holder of any of the Trust Certificate.


 


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 the new Trust Certificate 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 Certificateholder 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.  Harley-Davidson Credit
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 Certificate; 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 sum of (i) the
initial Pool Balance on the Initial Cutoff Date and (ii) the Pre-Funded Amount
as of the Closing Date.


 


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


 

















 


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


 


	
  Dated:

  	
  Harley-Davidson
  Motorcycle Trust 2004-2

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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.