Exhibit
10.1




 





TRANSFER AND SALE AGREEMENT


by and between


HARLEY-DAVIDSON CREDIT CORP.,

as  Seller


and


HARLEY-DAVIDSON CUSTOMER FUNDING CORP.,


as Purchaser


Dated as of May 15, 2007




 


















TABLE OF CONTENTS


	
  ARTICLE I DEFINITION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section
  1.01.

  	
   

  	
  General

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II TRANSFER OF CONTRACTS; ASSIGNMENT OF
  AGREEMENT

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section
  2.01.

  	
   

  	
  Closing

  	
   

  	
  1

  
	
  Section
  2.02.

  	
   

  	
  Conditions to the Closing

  	
   

  	
  2

  
	
  Section
  2.03.

  	
   

  	
  Assignment of Agreement

  	
   

  	
  3

  
	
  Section
  2.04.

  	
   

  	
  Subsequent Contracts

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section
  3.01.

  	
   

  	
  Representations and Warranties Regarding Seller

  	
   

  	
  5

  
	
  Section
  3.02.

  	
   

  	
  Representations and Warranties Regarding Each Contract

  	
   

  	
  6

  
	
  Section
  3.03.

  	
   

  	
  Representations and Warranties Regarding the
  Contracts in the Aggregate

  	
   

  	
  9

  
	
  Section
  3.04.

  	
   

  	
  Representations and Warranties Regarding the
  Contract Files

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV PERFECTION OF TRANSFER AND PROTECTION
  OF SECURITY INTERESTS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section
  4.01.

  	
   

  	
  Custody of Contracts

  	
   

  	
  11

  
	
  Section
  4.02.

  	
   

  	
  Filing

  	
   

  	
  11

  
	
  Section
  4.03.

  	
   

  	
  Name Change or Relocation

  	
   

  	
  11

  
	
  Section
  4.04.

  	
   

  	
  Costs and Expenses

  	
   

  	
  12

  
	
  Section
  4.05

  	
   

  	
  Sale Treatment

  	
   

  	
  12

  
	
  Section
  4.06

  	
   

  	
  Separateness from Trust Depositor

  	
   

  	
  12

  
	
  Section
  4.07

  	
   

  	
  Protection of Security Interests

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V REMEDIES UPON MISREPRESENTATION

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section
  5.01.

  	
   

  	
  Repurchases of Contracts for Breach of
  Representations and Warranties

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI INDEMNITIES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section
  6.01.

  	
   

  	
  Seller Indemnification

  	
   

  	
  13

  
	
  Section
  6.02.

  	
   

  	
  Liabilities to Obligors

  	
   

  	
  13

  
	
  Section
  6.03.

  	
   

  	
  Tax Indemnification

  	
   

  	
  13

  
	
  Section
  6.04.

  	
   

  	
  Operation of Indemnities

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII MISCELLANEOUS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section
  7.01.

  	
   

  	
  Prohibited Transactions with Respect to the Trust

  	
   

  	
  14

  
	
  Section
  7.02.

  	
   

  	
  Merger or Consolidation

  	
   

  	
  14

  
	
  Section
  7.03.

  	
   

  	
  Termination

  	
   

  	
  14

  
	
  Section
  7.04.

  	
   

  	
  Assignment or Delegation by Seller

  	
   

  	
  15

  
	
  Section
  7.05.

  	
   

  	
  Amendment

  	
   

  	
  15

  
	
  Section
  7.06.

  	
   

  	
  Notices

  	
   

  	
  15

  
	
  Section
  7.07.

  	
   

  	
  Merger and Integration

  	
   

  	
  16

  
	
  Section
  7.08.

  	
   

  	
  Headings

  	
   

  	
  16

  
	
  Section
  7.09.

  	
   

  	
  Governing Law

  	
   

  	
  16

  



 



 i
 








EXHIBITS


Exhibit A                                Form of
Assignment


Exhibit B                                Form of Officer’s
Certificate


Exhibit C                                Form of
Subsequent Purchase Agreement



 ii















THIS
AGREEMENT, dated
as of May 15, 2007, is made by and between Harley-Davidson Credit Corp., a
Nevada corporation, as seller hereunder (together with its successors and
assigns “Harley-Davidson Credit” or “Seller”), and Harley-Davidson Customer Funding Corp., a
Nevada corporation and wholly-owned subsidiary of Seller (together with
its successors and assigns “Trust Depositor”),
as purchaser hereunder.


WHEREAS, in the regular course of its business,
Seller purchases and services (i) motorcycle conditional sales contracts from
Harley-Davidson motorcycle retailers and (ii) motorcycle promissory note
and security agreements from Eaglemark Savings Bank, each of which contracts
provides for installment payment obligations by or on behalf of the retailer’s
customer/purchaser and grants a security interest in the related motorcycle in
order to secure such obligations;


WHEREAS, Seller and Trust Depositor wish to set
forth the terms and conditions pursuant to which Trust Depositor will acquire
from time to time the “Contract Assets,”
as hereinafter defined; and


WHEREAS, Trust Depositor intends concurrently
with its purchases from time to time of Contract Assets hereunder to convey all
right, title and interest in such Contract Assets to Harley-Davidson Motorcycle
Trust 2007-2 (the “Trust”)
pursuant to the Sale and Servicing Agreement dated as of May 15, 2007 by and
among Trust Depositor, Harley-Davidson Credit, as Servicer, the Trust, as
issuer (the “Issuer”) and The Bank of New York Trust
Company, N.A., as Indenture Trustee (as amended, supplemented or otherwise
modified from time to time, the “Sale and Servicing
Agreement”), executed concurrently herewith;


NOW,
THEREFORE, in
consideration of the premises and the mutual agreements hereinafter set forth,
Seller and Trust Depositor agree as follows:


ARTICLE I


DEFINITIONS


Section
1.01.        General. 
Unless otherwise defined in this Agreement, capitalized terms used
herein (including in the preamble above) shall have the meanings assigned to
them in the Sale and Servicing Agreement.


ARTICLE II


TRANSFER OF CONTRACTS; ASSIGNMENT OF AGREEMENT


Section
2.01.        Closing. 
Subject to and upon the terms and conditions set forth in this
Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to Trust Depositor, in consideration of Trust Depositor’s payment of
$688,560,338.13 in cash as the purchase price therefor, (i) all the right,
title and interest of Seller in and to the Initial Contracts listed on the
initial List of Contracts in effect 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 Seller under any physical damage or other individual
insurance policy (including a “forced placed”
policy, if any), any debt insurance policy or any 



 1
 









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 of Seller in
the Lockbox, Lockbox Account and related Lockbox Agreement to the extent they
relate to the Contracts, (vi) all rights (but not the obligations) of the
Seller under any motorcycle dealer agreements between the dealers (i.e.
originators of certain Contracts) and the Seller, (vii) all rights of Seller 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 (viii) all proceeds
and products of the foregoing (items (i) - (viii), together with the
additional assets referred to in Section 2.04 below which may be transferred
from time to time in respect of Subsequent Contracts, being collectively
referred to herein as the “Contract Assets”).  Although Seller and Trust Depositor agree
that any such transfer is intended to be a sale of ownership in the Contract
Assets, rather than the mere granting of a security interest to secure a
borrowing, in the event such transfer is deemed to be of a mere security
interest to secure indebtedness, Seller shall be deemed to have granted Trust
Depositor a perfected first priority security interest in such Contract Assets
and this Agreement shall constitute a security agreement under applicable law.  If such transfer is deemed to be the mere
granting of a security interest to secure a borrowing, Trust Depositor may, to
secure Trust Depositor’s own borrowing under the Sale and Servicing Agreement
(to the extent that the transfer of the Contract Assets thereunder is deemed to
be a mere granting of a security interest to secure a borrowing) repledge and
reassign (i) all or a portion of the Contract Assets pledged to Trust Depositor
and not released from the security interest of this Agreement at the time of
such pledge and assignment, and (ii) all proceeds thereof.  Such repledge and reassignment may be made by
Trust Depositor with or without a repledge and reassignment by Trust Depositor
of its rights under this Agreement, and without further notice to or
acknowledgment from Seller.  Seller
waives, to the extent permitted by applicable law, all claims, causes of action
and remedies, whether legal or equitable (including any right of setoff),
against Trust Depositor or any assignee of Trust Depositor relating to such
action by Trust Depositor in connection with the transactions contemplated by
the Sale and Servicing Agreement.


Section
2.02.        Conditions to the Closing. 
On or before the Closing Date, Seller shall deliver or cause to be
delivered to Trust Depositor each of the documents, certificates and other
items as follows:


(a)           The initial List of
Contracts, certified by the Chairman of the Board, President or any Vice
President of Seller together with an Assignment substantially in the form
attached as Exhibit A hereto.


(b)           A certificate of an
officer of Seller substantially in the form of Exhibit B
hereto.


(c)           An opinion of
counsel for Seller substantially in the form of Exhibit D to
the Sale and Servicing Agreement.


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


(e)           Copies of
resolutions of the Board of Directors of Seller or of the Executive Committee
of the Board of Directors of Seller approving the execution, delivery and
performance 



 2
 









of this Agreement
and the transactions contemplated hereunder, certified in each case by the
Secretary or an Assistant Secretary of Seller.


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


(g)           Evidence of proper
filing with the appropriate office in Nevada of a UCC financing statement
naming Seller as debtor, naming Trust Depositor as assignor secured party and
the Issuer as secured party, and listing the Contract Assets as collateral as
well as evidence of proper filing with the appropriate office in Delaware of a
UCC financing statement naming the Issuer as debtor, naming the Indenture
Trustee, as secured party, and listing the Contract Assets as collateral.


(h)           An Officer’s
Certificate from Seller certifying that the Seller, on or prior to the Closing
Date, has indicated in its computer files, in accordance with its customary
standards, policies and procedures, that the Contracts have been conveyed to
the Trust Depositor pursuant to this Agreement.


(i)            The documents,
certificates and other items described in Section 2.02 of the Sale and
Servicing Agreement, to the extent not already described above.


Section
2.03.        Assignment of Agreement. 
Trust Depositor has the right to assign its interest under this
Agreement to the Issuer as may be required to effect the purposes of the Sale
and Servicing Agreement, without further notice to, or consent of, Seller, and
the Issuer shall succeed to such of the rights of Trust Depositor hereunder as
shall be so assigned.  Seller
acknowledges that, pursuant to the Sale and Servicing Agreement, Trust
Depositor will assign all of its right, title and interest in and to the
Contract Assets and its right to exercise the remedies created by Section 5.01
hereof for breaches of representations and warranties of Seller contained in
Sections 3.01, 3.02, 3.03 and 3.04 hereof to the Issuer and the Indenture
Trustee for the benefit of the Noteholders. 
Seller agrees that, upon such assignment to the Issuer and the Indenture
Trustee, such representations will run to and be for the benefit of the Issuer
and the Indenture Trustee and the Issuer and the Indenture Trustee may enforce
directly without joinder of Trust Depositor, the obligations of Seller set forth
herein.


Section
2.04.        Subsequent Contracts. 
(a) Subject to and upon the terms and conditions set forth in paragraph
(b) below and in the related Subsequent Purchase Agreement, Seller hereby
agrees to sell, transfer, assign, set over and otherwise convey to Trust
Depositor, in consideration of Trust Depositor’s payment on the related
Subsequent Transfer Date of the purchase price therefor (as set forth in the
related Subsequent Purchase Agreement), and Trust Depositor hereby agrees to
purchase, (i) all the right, title and interest of Seller in and to the
Subsequent Contracts listed on the related Subsequent List of Contracts
(including, without limitation, all security interests and all rights to
receive payments which are collected pursuant thereto after the applicable
Subsequent Cutoff Date, including any liquidation proceeds therefrom, but
excluding any rights to receive payments which were collected pursuant thereto
on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under
any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy
or any debt cancellation agreement relating to any such Subsequent Contract ,
an Obligor or a Motorcycle securing such Subsequent Contract, (iii) all
security interests in each such Motorcycle, (iv) all documents contained in the
related Contract Files, (v) all rights of Seller in the Lockbox, Lockbox
Account and related Lockbox Agreement to the extent they relate to the
Subsequent Contracts, (vi) all rights (but not 



 3
 









the obligations)
of the Seller under any motorcycle dealer agreements between the dealers (i.e. originators of certain Subsequent Contracts) and the
Seller, (vii) all rights of Seller 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
Subsequent Contracts and (viii) all proceeds and products of the foregoing
(items (i) - (viii), upon consummation of any above-described
purchase, becoming part of the “Contract Assets”).  Seller agrees, subject to the terms and
conditions herein applicable to transfers of Subsequent Contracts, to sell an
aggregate Principal Balance of Subsequent Contracts at or prior to the end of
the Funding Period equal to the Pre-Funded Amount on the Closing Date.


(b)           Seller shall transfer to Trust
Depositor, and Trust Depositor shall purchase, the Subsequent Contracts and
related assets to be transferred on any Subsequent Transfer Date only upon the
satisfaction of each of the following conditions on or prior to the Subsequent
Transfer Date:


(i)            The Seller shall
have provided the Trustees, the Underwriters and the Rating Agencies with a
timely Addition Notice and shall have provided any information reasonably
requested by any of the foregoing with respect to the Subsequent Contracts;


(ii)           the Funding Period shall not have
terminated;


(iii)          the Seller shall
have delivered to the Trust Depositor a duly executed Purchase Agreement in
substantially the form of Exhibit C
hereto (the “Subsequent Purchase Agreement”),
which shall include a Subsequent List of Contracts listing the Subsequent
Contracts being purchased;


(iv)          as of each
Subsequent Transfer Date, neither the Seller nor the Trust Depositor was
insolvent nor will either of them have been made insolvent by such transfer nor
is either of them aware of any pending insolvency;


(v)           each Rating Agency
shall have notified the Trust Depositor and the Trustees that following such
transfer, and the transfer immediately thereafter of the Subsequent Contracts
to the Trust, the Notes will be rated at least their respective ratings as of
the Closing Date by such Rating Agency;


(vi)          such addition will
not result in a material adverse tax consequence to the Issuer or the
Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller
to the Issuer, the Trustees, and the Underwriters;


(vii)         the Seller shall
have delivered to the Rating Agencies and to the Underwriters one or more
opinions of counsel (or bring-downs of opinions of counsel delivered on the
Closing Date) with respect to the transfer of the Subsequent Contracts
substantially in the form of the opinions of counsel delivered to such Persons
on the Closing Date;


(viii)        the Seller shall
have taken any action necessary to maintain the first perfected ownership
interest of the Trust in the Trust Corpus and the first perfected security
interest of the Trust Depositor in the Contract Assets, the Trust in the Trust Corpus
and the Indenture Trustee in the Reserve Fund Deposits; and



 4
 









(ix)           no selection
procedures believed by the Seller to be adverse to the interests of the
Noteholders shall have been utilized in selecting the Subsequent Contracts.


(c)           Seller agrees to pay all reasonable
out-of-pocket expenses in connection with any request for the
conveyance of Subsequent Contracts, whether or not such conveyance is actually
consummated.


ARTICLE III


REPRESENTATIONS AND WARRANTIES


Seller makes the
following representations and warranties, on which Trust Depositor will rely in
purchasing the initial Contract Assets on the Closing Date (and any Subsequent
Contracts on the related Subsequent Transfer Date) and concurrently reconveying
the same to the Trust, and on which the Trust, the Indenture Trustee and the
Noteholders will rely under the Sale and Servicing Agreement.  Such representations speak as of the
execution and delivery of this Agreement and as of the Closing Date in the case
of the Initial Contracts, and as of the applicable Subsequent Transfer Date in
the case of Subsequent Contracts, but shall survive the sale, transfer and
assignment of the Contracts to the Trust and the pledge of the Contracts to the
Indenture Trustee.  The repurchase
obligation of Seller set forth in Section 5.01 below and in Section 7.08 of the
Sale and Servicing Agreement constitutes the sole remedy available for a breach
of a representation or warranty of Seller set forth in Section 3.02, 3.03 or
3.04 of this Agreement.


Section
3.01.        Representations and
Warranties Regarding Seller.  Seller
represents and warrants, as of the execution and delivery of this Agreement and
as of the Closing Date, in the case of the Initial Contracts, and as of the
applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:


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


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



 5
 









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


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


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


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


(g)           Operations. 
Approximately 5.00% of the aggregate principal balance of contracts
financed from time to time by the Seller are secured by motorcycles
manufactured by Buell.


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


Section
3.02.        Representations and
Warranties Regarding Each Contract.  Seller
represents and warrants as to each Contract as of the execution and delivery of
this Agreement and as of the Closing Date, in the case of the Initial
Contracts, and as of the applicable Subsequent Transfer Date, in the case of
Subsequent Contracts, that:


(a)           List of Contracts.  The information set forth in the List of
Contracts (or Subsequent List of Contracts, in the case of Subsequent
Contracts) is true, complete and correct in all material respects as of the
Initial Cutoff Date or applicable Subsequent Cutoff Date, as the case may be.


(b)           Payments. 
As of the Initial Cutoff Date or applicable Subsequent Cutoff Date, as
the case may be, the most recent scheduled payment with respect to any Contract
either had been made or was not delinquent for more than 30 days.  To the best of Seller’s knowledge, all 



 6
 









payments
made on each Contract were made by the respective Obligor or under a debt
insurance policy or debt cancellation agreement.


(c)           No Waivers. 
As of the Closing Date (or the applicable Subsequent Transfer Date, in
the case of Subsequent Contracts), the terms of the Contracts have not been
waived, altered or modified in any respect, except by instruments or documents
included in the related Contract File.


(d)           Binding Obligation.  Each Contract is a legal, valid and binding
payment obligation of the Obligor thereunder and is enforceable in accordance
with its terms, except as such enforceability may be limited by insolvency,
bankruptcy, moratorium, reorganization, or other similar laws affecting the
enforcement of creditors’ rights generally.


(e)           No Defenses. 
No Contract is subject to any right of rescission, setoff, counterclaim
or defense, including the defense of usury, and the operation of any of the
terms of such Contract or the exercise of any right thereunder will not render
the Contract unenforceable in whole or in part or subject to any right of
rescission, setoff, counterclaim or defense, including the defense of usury,
and no such right of rescission, setoff, counterclaim or defense has been
asserted with respect thereto.


(f)            Insurance. 
The Seller, in accordance with its policies and procedures, has
determined that, as of the date of origination of each Contract, the related
Obligor had obtained or agreed to obtain physical damage insurance covering the
Motorcycle.  The terms of each Contract
require that for the term of such Contract the Motorcycle securing such
Contract will be covered by physical damage insurance.


(g)           Origination. 
Each Contract (i) was originated by a Harley-Davidson motorcycle
dealer or by Eaglemark Savings Bank, in each case, in the regular course of its
business, (ii) was fully and properly executed by the parties thereto, and
(iii) has been purchased by Seller in the regular course of its business.  Each Contract was sold by Eaglemark Savings
Bank or such motorcycle dealer, as the case may be, to the Seller without any
fraud or misrepresentation on the part of Eaglemark Savings Bank or, to the
knowledge of the Seller, such motorcycle dealer.


(h)           Lawful Assignment.  No Contract was originated in or is subject
to the laws of any jurisdiction whose laws would make the sale, transfer and
assignment of the Contract under this Agreement or under the Sale and Servicing
Agreement or the pledge of the Contract under the Indenture unlawful, void or
voidable.


(i)            Compliance with Law.  None of the Contracts, the origination of the
Contracts by Harley-Davidson motorcycle dealers or Eaglemark Savings Bank, the
purchase of the Contracts by the Seller, the sale of the Contracts by the
Seller to the Trust Depositor or by the Trust Depositor to the Trust, or any
combination of the foregoing, violated at the time of origination or as of the
Closing Date or as of any Subsequent Transfer Date, as applicable, in any
material respect any requirement of any federal, state or local law and
regulations thereunder, including, without limitation, usury, truth in lending,
motor vehicle installment loan and equal credit opportunity laws, applicable to
the Contracts and the sale of Motorcycles.



 7
 









(j)            Contract in Force.  As of the Closing Date (or the applicable
Subsequent Transfer Date in the case of Subsequent Contracts), no Contract has
been satisfied or subordinated in whole or in part or rescinded, and the
related Motorcycle securing any Contract has not been released from the lien of
the Contract in whole or in part.


(k)           Valid Security Interest.  Each Contract creates a valid, subsisting and
enforceable first priority perfected security interest in favor of Seller or
Eaglemark Savings Bank (as the case may be) in the Motorcycle covered thereby,
and such security interest has been validly assigned by Eaglemark Savings Bank
to Seller (where applicable) and by Seller to the Trust Depositor.  Seller’s security interest has been validly
assigned by the Seller to the Trust Depositor pursuant to this Agreement and by
the Trust Depositor to the Issuer pursuant to the Sale and Servicing
Agreement.  Immediately prior to the
transfer, assignment and conveyance thereof, each Contract is secured by a
first priority, validly perfected security interest in the Motorcycle covered
thereby in favor of the Seller or Eaglemark Savings Bank as secured party or
all necessary and appropriate actions have been commenced that would result in
a first priority, validly perfected security interest in the Motorcycle covered
thereby in favor of the Seller or Eaglemark Savings Bank as secured party,
except, in each case, as to priority for any lien for taxes, labor, materials
or of any state law enforcement agency affecting a Motorcycle.


(l)            Good Title. 
Each Contract was purchased by Seller for value and taken into
possession prior to the Initial Cutoff Date (or the applicable Subsequent
Cutoff Date in the case of Subsequent Contracts) in the ordinary course of its
business, without knowledge that the Contract was subject to a security
interest.  No Contract has been sold,
assigned or pledged to any person other than Trust Depositor and the Issuer as
the transferee of Trust Depositor, and prior to the transfer of the Contract to
Trust Depositor, Seller had good and marketable title to each Contract free and
clear of any encumbrance, equity, loan, pledge, charge, claim or security
interest and was the sole owner thereof and had full right to transfer the
Contract to Trust Depositor, and, immediately upon the transfer of each Contract
by the Seller, the Trust Depositor shall have good and marketable title to each
Contract free and clear of any encumbrance, equity, loan, pledge, charge, claim
or security interest, and, immediately upon the transfer of each Contract by
the Trust Depositor, the Issuer shall have good and marketable title to each
Contract free and clear of any encumbrance, equity, loan, pledge, charge, claim
or security interest.


(m)          No Defaults. 
As of the Initial Cutoff Date (or the applicable Subsequent Cutoff Date
in the case of Subsequent Contracts), no default, breach, violation or event
permitting acceleration existed with respect to any Contract and no event had
occurred which, with notice and the expiration of any grace or cure period,
would constitute such a default, breach, violation or event permitting
acceleration under such Contract.  Seller
has not waived any such default, breach, violation or event permitting
acceleration, and Seller has not granted any extension of payment terms on any
Contract.  As of the Initial Cutoff Date
(or the applicable Subsequent Cutoff Date in the case of Subsequent Contracts),
no Motorcycle had been repossessed.


(n)           No Liens. 
As of the Closing Date (or the applicable Subsequent Transfer Date in
the case of Subsequent Contracts) there are, to the best of Seller’s knowledge,
no liens or claims which have been filed for work, labor or materials affecting
the Motorcycle securing any Contract which are liens prior to, or equal with,
the lien of such Contract.



 8
 









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


(p)           Enforceability. 
Each Contract contains customary and enforceable provisions such as to
render the rights and remedies of the holder thereof adequate for the
realization against the collateral of the benefits of the security.


(q)           One Original. 
Each Contract is evidenced by only one original executed Contract, which
original has been delivered to the Issuer or its designee on or before the
Closing Date (or the applicable Subsequent Transfer Date in the case of
Subsequent Contracts).


(r)            No Government Obligors.  No Obligor is the United States government or
an agency, authority, instrumentality or other political subdivision of the
United States government.


(s)           Lockbox Bank. 
The Lockbox Bank is the only institution holding any Lockbox Account for
receipt of payments from Obligors, and all Obligors have been instructed to
make payments to the Lockbox Account (either directly by remitting payments to
the Lockbox, or indirectly by making payments through direct debit, the
telephone or the internet to an account of the Servicer which payments will be
subsequently transferred from such account to one or more Lockbox Banks), and
no person claiming through or under Seller has any claim or interest in the
Lockbox Account other than the Lockbox Bank; provided,
however, that other “Trusts” (as defined in the Lockbox Agreement)
shall have an interest in certain other collections therein not related to the
Contracts.


(t)            Obligor Bankruptcy.  At the Initial Cutoff Date (or the applicable
Subsequent Cutoff Date in the case of Subsequent Contracts), no Obligor was
subject to a bankruptcy proceeding (according to the records of the Seller)
within the one year preceding such Cutoff Date.


(u)           Chattel Paper. 
The Contracts constitute tangible chattel paper within the meaning of
the UCC.


(v)           Contract Not Assumable.  No Contract is assumable by another Person in
a manner which would release the Obligor thereof from such Obligor’s
obligations to the Trust Depositor with respect to such Contract.


(w)          Selection Criteria. 
Each Contract is secured by a new or used Motorcycle.  No Contract has a Contract Rate less than 3.899%.  Each Contract amortizes the amount financed
over an original term no greater than 84 months.  Each Contract has a Principal Balance of at
least $510.30 as
of the related Cutoff Date.


Section
3.03.        Representations and Warranties
Regarding the Contracts in the Aggregate.  Seller
represents and warrants, as of the execution and delivery of this Agreement and
as of the Closing Date, in the case of the Initial Contracts, and, if
applicable, as of the applicable Subsequent Transfer Date, in the case of
Subsequent Contracts, that:



 9
 









(a)           Amounts. 
The sum of the aggregate Principal Balances payable by Obligors under
the Contracts as of the Initial Cutoff Date (or the applicable Subsequent
Cutoff Date in the case of Subsequent Contracts), plus the Pre-Funded Amount as
of such date, equals or exceeds the sum of the principal balance of the Notes
on the Closing Date or the related Subsequent Transfer Date, as applicable.


(b)           Characteristics.  The Initial Contracts have the following characteristics:
(i) all the Contracts are secured by Motorcycles; (ii) no Initial Contract has
a remaining maturity of more than 84 months; and (iii) the final scheduled
payment on the Initial Contract with the latest maturity is due not later than
June 2014.  Approximately 79.20% of the Principal Balance
of the Initial Contracts as of the Initial Cutoff Date is attributable to loans
for purchases of new Motorcycles and approximately 20.80% is attributable to
loans for purchases of used Motorcycles. 
No Initial Contract was originated after the Initial Cutoff Date.  No Initial Contract has a Contract Rate less
than 3.899%.  The last scheduled payment
date of the Contracts (including any Subsequent Contracts) is due not later
than September 2014.  Approximately 99.02% of the Principal Balance
of the Initial Contracts as of the Initial Cutoff Date is attributable to loans
to purchase Motorcycles manufactured by Harley-Davidson or Buell and
approximately 0.98% of the Principal Balance of the Initial Contracts as of the
Initial Cutoff Date is attributable to loans to purchase Motorcycles not
manufactured by Harley-Davidson or Buell.


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


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


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


(f)            All Filings Made.  All filings (including, without limitation,
UCC filings) required to be made by any Person and actions required to be taken
or performed by any Person in any jurisdiction to give the Indenture Trustee a
first priority perfected lien on, or ownership interest in, the Contracts and
the proceeds thereof and the rest of the Trust Corpus have been made, taken or
performed.


(g)           Delta Loans. 
No more than 11.00% of the Principal Balance of the Contracts as of the
end of the Funding Period is attributable to Delta Loans.


Section
3.04.        Representations and
Warranties Regarding the Contract Files.  Seller
represents and warrants as of the execution and delivery of this Agreement and
as of the Closing Date, in the case of the Initial Contracts, and as of the
applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:



 10
 









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


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


ARTICLE IV


PERFECTION OF TRANSFER AND PROTECTION OF SECURITY
INTERESTS


Section
4.01.        Custody of Contracts. 
The contents of each Contract File shall be held by the Servicer, or its
custodian, for the benefit of the Trust as the owner thereof in accordance with
the Sale and Servicing Agreement.


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


Section
4.03.        Name
Change or Relocation.  (a) During the term of this Agreement,
Seller shall not change its name, identity or structure or state of
incorporation without first giving at least 30 days’ prior written notice to
Trust Depositor and to the Trustees.


(b)           If any change in Seller’s name,
identity or structure or other action would make any financing or continuation
statement or notice of ownership interest or lien filed under this Agreement
seriously misleading within the meaning of applicable provisions of the UCC or
any title statute, Seller, no later than five days after the effective date of
such change, shall file such amendments as may be required to preserve and
protect the Trust Depositor’s and the Trust’s interests in the Contract Assets
and proceeds thereof.  In addition,
Seller shall not change its state of incorporation unless it has first taken
such action as is advisable or necessary to preserve and protect the Trust
Depositor’s and the Trusts’ interest in the Contract Assets.  Promptly after taking any of the foregoing
actions, Seller shall deliver to Trust Depositor and the Trustees an opinion of
counsel stating that, in the opinion of such counsel, all 



 11
 









financing
statements or amendments necessary to preserve and protect the interests of the
Trust Depositor and the Trust in the Contract Assets have been filed, and
reciting the details of such filing.


Section
4.04.        Costs and Expenses. 
Seller agrees to pay all reasonable costs and disbursements in
connection with the perfection and the maintenance of perfection, as against
all third parties, of (i) Trust Depositor’s, the Issuer’s and the Indenture
Trustee’s right, title and interest in and to the Contract Assets (including,
without limitation, the security interest in the Motorcycles related thereto)
and (ii) the security interests provided for in the Indenture.


Section
4.05         Sale Treatment. 
Each of Seller and Trust Depositor shall treat the transfer of Contract
Assets made hereunder (including in respect of Subsequent Contracts) for all
purposes (including tax and financial accounting purposes) as a sale and
purchase on all of its relevant books, records, financial statements and other
applicable documents.


Section
4.06         Separateness from Trust
Depositor.  The Seller agrees to take or refrain from
taking or engaging in with respect to the Trust Depositor each of the actions
or activities specified in the “substantive consolidation” opinion of Winston
& Strawn LLP (or in any related certificate of Seller) delivered on the
Closing Date, upon which the conclusions expressed therein are based.


Section
4.07         Protection of Security
Interests.  The Seller agrees to deliver an Officer’s
Certificate to the Owner Trustee and the Indenture Trustee, as promptly as
practicable after the Closing Date (or Subsequent Transfer Date, as the case
may be), and in any event within 60 days thereof, certifying that the Seller’s
compliance officer has reviewed the original of each Initial Contract and each
related Contract File, that each Initial Contract and related Contract File
conforms in all material respects with the initial List of Contracts and each
such Contract File is complete and that each document required be an original.


ARTICLE V


REMEDIES UPON MISREPRESENTATION


Section
5.01.        Repurchases of Contracts for
Breach of Representations and Warranties.  Seller hereby
agrees, for the benefit of the Issuer, the Indenture Trustee and the Trust
Depositor, that it shall repurchase a Contract including any Subsequent
Contracts (together with all related Contract Assets), at its Repurchase Price,
not later than two Business Days prior to the first Distribution Date after the
last day of the calendar month in which the Seller becomes aware or receives
written notice from Trust Depositor, either of the Trustees or the Servicer of
any breach of a representation or warranty of Seller set forth in Article III
of this Agreement that materially adversely affects Trust Depositor’s or the
Trust’s interest in such Contract (without regard to the benefits of the
Reserve Fund) and which breach has not been cured; provided,
however, that with respect to any Contract described on the List of
Contracts with respect to an incorrect unpaid Principal Balance which Seller
would otherwise be required to repurchase pursuant to this Section 5.01 and
Section 7.08 of the Sale and Servicing Agreement, Seller may, in lieu of
repurchasing such Contract, deposit in the Collection Account not later than
one Business Day prior to such Distribution Date cash in an amount sufficient
to cure any deficiency or discrepancy; and provided further
that with respect to a breach of a representation or warranty relating to the
Contracts in the aggregate and not to any particular Contract, Seller may
select Contracts (without adverse selection) to repurchase such that had such
Contracts not been reconveyed by Trust Depositor and included as part of the
Trust there would have been no breach of such representation or warranty; provided further that the 



 12
 









failure to
maintain perfection of the security interest in the Motorcycle securing a
Contract in accordance with the Sale and Servicing Agreement, shall be deemed
to be a breach materially and adversely affecting the Trust’s interest in the
Contracts or in the related Contract Assets. 
Notwithstanding any other provision of this Agreement, the obligation of
Seller under this Section 5.01 and under Section 7.08 of the Sale and Servicing
Agreement shall not terminate upon a Service Transfer pursuant to Article VIII
of the Sale and Servicing Agreement.


ARTICLE VI


INDEMNITIES


Section
6.01.        Seller Indemnification. 
Seller will defend and indemnify Trust Depositor, the Trust, the
Trustees, any agents of the Trustees and the Noteholders against any and all
costs, expenses, losses, damages, claims and liabilities, joint or several,
including reasonable fees and expenses of counsel and expenses of litigation
arising out of or resulting from (i) this Agreement or the use, ownership or
operation of any Motorcycle by Seller or the Servicer or any Affiliate of
either, (ii) any representation or warranty or covenant made by Seller in this
Agreement being untrue or incorrect (subject to the second sentence of the
preamble to Article III of this Agreement above), and (iii) any untrue
statement or alleged untrue statement of a material fact contained in the
Prospectus or in any amendment thereto or the omission or alleged omission to
state therein a material fact necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, in each
case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement was made in conformity with information furnished to Trust
Depositor by Seller specifically for use therein.  Notwithstanding any other provision of this
Agreement, the obligation of Seller under this Section 6.01 shall not terminate
upon a Service Transfer pursuant to Article VIII of the Sale and Servicing
Agreement and shall survive any termination of that agreement or this
Agreement.


Section
6.02.        Liabilities
to Obligors.  No obligation or liability to any Obligor
under any of the Contracts is intended to be assumed by the Trustees, the Trust
or the Noteholders under or as a result of this Agreement and the transactions
contemplated hereby.


Section
6.03.        Tax Indemnification. 
Seller covenants and agrees to pay, and to indemnify, defend and hold
harmless the Trust Depositor, the Trust, the Trustees or the Noteholders from,
any taxes that may at any time be asserted against any such Person as a result
of or relating to the transactions contemplated herein and in the other
Transaction Documents, including any sales, gross receipts, gross margin,
general corporation, tangible personal property, Illinois personal property
replacement privilege or license taxes (but not including any federal, state or
other taxes arising out of the creation of the Trust and the issuance of the
Notes) and costs, expenses and reasonable counsel fees in defending against the
same, whether arising by reason of the acts to be performed by Seller under
this Agreement or the Servicer under the Sale and Servicing Agreement or
imposed against the Trust Depositor, the Trust, a Noteholder or otherwise.  Notwithstanding any other provision of this
Agreement, the obligation of Seller under this Section 6.03 shall not terminate
upon a Service Transfer pursuant to Article VIII of the Sale and Servicing
Agreement and shall survive any termination of this Agreement.


Section
6.04.        Operation of Indemnities. 
Indemnification under this Article VI shall include, without limitation,
reasonable fees and expenses of counsel and expenses of litigation.  If Seller has made any indemnity payments to
Trust Depositor or the 



 13
 









Trustees pursuant
to this Article VI and Trust Depositor or the Trustees thereafter collects any
of such amounts from others, Trust Depositor or the Trustees will repay such
amounts collected to Seller, except that any payments received by Trust
Depositor or the Trustees from an insurance provider as a result of the events
under which the Seller’s indemnity payments arose shall be repaid prior to any
repayment of the Seller’s indemnity payment.


ARTICLE VII


MISCELLANEOUS


Section
7.01.        Prohibited Transactions with
Respect to the Trust.  Seller shall not:


(a)           Provide
credit to any Noteholder for the purpose of enabling such Noteholder to
purchase Notes;


(b)           Purchase
any Notes in an agency or trustee capacity; or


(c)           Except
in its capacity as Servicer as provided in the Sale and Servicing Agreement,
lend any money to the Trust.


Section
7.02.        Merger or Consolidation. 
(a) Except as otherwise provided in this Section 7.02, Seller will keep
in full force and effect its existence, rights and franchises as a Nevada
corporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement
and of any of the Contracts and to perform its duties under this Agreement.


(b)           Any person into which Seller may be
merged or consolidated, or any corporation 
or other entity resulting from such merger or consolidation to which
Seller is a party, or any person succeeding to the business of Seller, shall be
the successor to Seller hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.


(c)           Upon the merger or consolidation of
the Seller as described in this Section 7.02, the Seller shall provide Standard
& Poor’s and Moody’s notice of such merger or consolidation within thirty
(30) days after completion of the same.


Section
7.03.        Termination. 
This Agreement shall terminate (after distribution of any Note
Distributable Amount due pursuant to Section 7.05 of the Sale and Servicing
Agreement) on the Distribution Date on which the principal balance of the Notes
is reduced to zero; provided, that
Seller’s representations and warranties and indemnities by Seller shall survive
termination.


Section
7.04.        Assignment or Delegation by
Seller.  Except as specifically authorized hereunder,
Seller may not convey and assign or delegate any of its rights or obligations
hereunder absent the prior written consent of Trust Depositor and the Trustees,
and any attempt to do so without such consent shall be void.


Section
7.05.        Amendment. 
(a) This Agreement may be amended from time to time by Seller and Trust
Depositor, with notice to the Rating Agencies, but without the consent of the
Trustees or any of the Noteholders to correct manifest error, to cure any
ambiguity, to correct or supplement any provisions herein or therein which may
be inconsistent with any other provisions herein, therein or in the Prospectus,




 14
 









as the case may
be, or to add any other provisions with respect to matters or questions arising
under this Agreement which shall not be inconsistent with the provisions of
this Agreement or the Prospectus; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel for Seller
acceptable to the Trustees, adversely affect the interests of any Noteholder.


(b)           This Agreement may also be amended
from time to time by Seller and Trust Depositor, with the consent of the
Required Holders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Indenture Trustee for the benefit of
Noteholders; provided, however, that no such
amendment or waiver shall (a) reduce in any manner the amount of, or delay the
timing of, collections of payments on the Contracts or distributions which are
required to be made on any Note or (b) reduce the aforesaid percentage required
to consent to any such amendment, without the consent of the holders of all
Notes then outstanding.


(c)           Promptly after the execution of any
amendment or consent pursuant to this Section 7.05, Trust Depositor shall
furnish written notification of the substance of such amendment and a copy of
such amendment to each Trustee and each Rating Agency.


(d)           It shall not be necessary for the
consent of Noteholders under this Section 7.05 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof.  The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Noteholders shall be subject to such reasonable
requirements as the Trustees may prescribe.


(e)           Upon the execution of any amendment
or consent pursuant to this Section 7.05, this Agreement shall be modified in
accordance therewith, and such amendment or consent shall form a part of this
Agreement for all purposes, and every holder of Notes theretofore or thereafter
issued hereunder shall be bound thereby.


Section
7.06.        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.


All communications and
notices pursuant hereto to Noteholders shall be in writing and delivered or
mailed at the address shown in the Note Register.


Section
7.07.        Merger and Integration. 
Except as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement.  This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.



 15
 









Section
7.08.        Headings. 
The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.


Section
7.09.        Governing Law. 
This Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois.


Section
7.10.        No Bankruptcy Petition. 
The Seller covenants and agrees that, prior to the date that is one year
and one day after the payment in full of all amounts owing in respect of all
outstanding Securities, as well as any other amounts distributable or payable
from the Trust Estate, together with any other amounts owing in respect of
obligations of the Trust Depositor, it will not institute against, or solicit
or join in or cooperate with or encourage any Person to institute against, the
Trust Depositor or the Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceedings under the
laws of the United States or any State of the United States.  This Section 7.10 shall survive termination
of this Agreement.


[signature page follows]



 16














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


	
  

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Lawrence
  G. Hund

  
	
   

  	
   

  	
  Printed Name:
  Lawrence G. Hund

  
	
   

  	
   

  	
  Title: President,
  Chief Operating Officer and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Lawrence
  G. Hund

  
	
   

  	
   

  	
  Printed Name:
  Lawrence G. Hund

  
	
   

  	
   

  	
  Title:
  President, Chief Operating Officer and Chief Financial Officer

  



 


Signature Page to
Transfer and Sale Agreement
















Exhibit A


Transfer and Sale


Agreement


FORM OF ASSIGNMENT


In accordance with the
Transfer and Sale Agreement (the “Agreement”)
dated as of May 15, 2007 made by and between the undersigned, as seller
thereunder (“Seller”), and Harley-Davidson
Customer Funding Corp., a Nevada corporation and wholly-owned subsidiary
of Seller (“Trust Depositor”), as purchaser
thereunder, the undersigned does hereby sell, transfer, convey and assign, set
over and otherwise convey to Trust Depositor (i) all the right, title and interest
of Seller in and to the Initial Contracts listed on the initial List of
Contracts in effect 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 Seller under any physical damage or other individual insurance policy
(including 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 of Seller in the Lockbox, Lockbox
Account and related Lockbox Agreement to the extent they relate to the
Contracts, (vi) all rights (but not the obligations) of the Seller under any
motorcycle dealer agreements between the dealers (i.e. originators of certain
Contracts) and the Seller, (vii) all rights of Seller 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 (viii) all proceeds and products of the
foregoing


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


Capitalized terms used
herein but not otherwise defined shall have the meanings assigned to such terms
in the Sale and Servicing Agreement dated as of May 15, 2007 made by and among
the undersigned, as servicer, the Trust Depositor, Harley-Davidson Motorcycle
Trust 2007-2, as issuer, and The Bank of New York Trust Company, N.A., as
indenture trustee.



 A-1
 









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


	
  

  	
  HARLEY-DAVIDSON CREDIT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed Name: Perry A. Glassgow

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 



 A-2















Exhibit B


Transfer and Sale


Agreement


FORM OF OFFICER’S CERTIFICATE


(See Exhibit C to the Sale and Servicing Agreement)



 B-1















Exhibit C


Transfer and Sale


Agreement


FORM OF SUBSEQUENT PURCHASE AGREEMENT


SUBSEQUENT PURCHASE
AGREEMENT (the “Agreement”), dated as of                         ,
                        ,
by and among Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Trust Depositor”), and Harley-Davidson Credit Corp., a  Nevada corporation (the “Seller”),
pursuant to the Transfer and Sale Agreement referred to below.


WITNESSETH:


WHEREAS, the Trust
Depositor and the Seller are parties to the Transfer and Sale Agreement, dated
as of May 15, 2007 (the “Transfer and Sale
Agreement”);


WHEREAS, pursuant to the
Transfer and Sale Agreement, the Seller wishes to sell the Subsequent Contracts
to the Trust Depositor, and the Trust Depositor wishes to purchase the same,
for the purchase price set forth in Section 3
below; and


WHEREAS, the Seller has
timely delivered an Addition Notice related to such conveyance as required in
the Sale and Servicing Agreement dated as of May 15, 2007 among the Seller (in
the capacity of Servicer thereunder), the Issuer as defined therein, the Trust
Depositor and the Indenture Trustee as defined therein (the “Sale and Servicing Agreement”).


NOW, THEREFORE, the Trust
Depositor and the Seller hereby agree as follows:


Section
1.              Capitalized
terms used herein shall have the meanings ascribed to them in the Sale and
Servicing Agreement unless otherwise defined herein.


“Subsequent Cutoff Date” shall
mean, with respect to the Subsequent Contracts transferred hereby, [                        ].


“Subsequent Contracts” shall
mean, for purposes of this Agreement, the Subsequent Contracts listed in the
Subsequent List of Contracts attached hereto as Exhibit A.


“Subsequent Transfer Date” shall
mean, with respect to the Subsequent Contracts transferred hereby, [                        ].


Section
2.              Subsequent List of
Contracts.  The Subsequent List of Contracts attached
hereto as Exhibit A is a supplement to the initial List of Contracts attached
as Exhibit H to the Sale and Servicing
Agreement.  The Contracts listed in the
Subsequent List of Contracts constitute the Subsequent Contracts to be
transferred pursuant to this Agreement on the subsequent Transfer Date.



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Section
3.              Transfer of Subsequent
Contracts.  Subject to and upon the terms and conditions
set forth in Section 2.04(b) of the Transfer and Sale Agreement and this
Agreement, Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to Trust Depositor, in consideration of Trust Depositor’s payment of $[                        ]
as the purchase price therefor, (i) all the right, title and interest of Seller
in and to the Subsequent Contracts listed on the related Subsequent List of
Contracts (including, without limitation, all security interests and all rights
to receive payments which are collected pursuant thereto after the applicable
Subsequent Cutoff Date, including any liquidation proceeds therefrom, but
excluding any rights to receive payments which were collected pursuant thereto
on or prior to such Subsequent Cutoff Date), (ii) all rights of Seller under
any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy
or any debt cancellation agreement relating to any such Subsequent Contract, an
Obligor or a Motorcycle securing such Subsequent Contract, (iii) all security
interests in each such Motorcycle, (iv) all documents contained in the related
Subsequent Contract Files, (v) all rights of Seller in the Lockbox, Lockbox
Account and related Lockbox Agreement to the extent they relate to the
Subsequent Contracts, (vi) all rights (but not the obligations) of the Seller
under any motorcycle dealer agreements between the dealers (i.e. originators of certain Subsequent Contracts) and the
Seller, (vii) all rights of Seller 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 Subsequent Contracts and (viii) all proceeds and products of the
foregoing.  It is the intention of the
Seller and the Trust Depositor that the transfer contemplated by this Agreement
shall constitute a sale of the Subsequent Contracts from the Seller to the Trust
Depositor, conveying good title thereto free and clear of any Liens, and that
the Subsequent Contracts shall not be part of the Seller’s estate in the event
of the filing of a bankruptcy petition by or against Seller under any
bankruptcy or similar law.


Section
4.              Representations and
Warranties of the Seller.  (a) Seller hereby represents
and warrants to the Trust Depositor that the representations and warranties of
Seller in Section 3.01 of the Transfer and Sale Agreement are true and correct
as of the Subsequent Transfer Date.


(b)           Seller hereby repeats and remakes
with respect to the Subsequent Contracts as of the Subsequent Transfer Date (i)
the representations and warranties of Seller in Sections 3.02, 3.03 and 3.04 of
the Transfer and Sale Agreement, except that, with respect to subsection (b) of
Section 3.03, (A) approximately [                        ]% of the Principal Balance of the
Contracts as of the Subsequent Cutoff Date is attributable to loans for
purchases of new Motorcycles and approximately [                        ]% is attributable to loans for purchases
of used Motorcycles, and (B) no Contract was originated after the Subsequent
Cutoff Date, as well as (ii) covenants to provide the certificate required by
Section 2.02(h) (solely with respect to the Subsequent Contracts).


(c)           Seller hereby represents and warrants
that (a) the aggregate Principal Balance of the Subsequent Contracts listed on
the Subsequent List of Contracts and conveyed to the Trust Depositor pursuant
to this Agreement is $[                        ]
as of the Subsequent Cutoff Date, and (b) the conditions set forth in Section
2.04(b) of the Transfer and Sale Agreement have been satisfied as of the
Subsequent Transfer Date.


Section
5.              Ratification of Agreement. 
As supplemented by this Agreement, the Transfer and Sale Agreement is in
all respects ratified and confirmed and, as so supplemented by this Agreement,
shall be read, taken and construed as one and the same instrument.



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Section
6.              Counterparts. 
This Agreement may be executed in two or more counterparts (and by
different parties in separate counterparts), each of which shall be an original
but all of which together shall constitute one and the same instrument.


Section
7.              Governing Law. 
This Agreement shall be construed in accordance with the laws of the
State of Illinois, 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.



 C-3














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


	
  

  	
  HARLEY-DAVIDSON CUSTOMER FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: Perry A. Glassgow

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: Perry A. Glassgow

  
	
   

  	
   

  	
  Title: Vice President and Treasurer