Exhibit
4.1




 





TRUST AGREEMENT


by and between


HARLEY-DAVIDSON
CUSTOMER FUNDING CORP.,


as Trust Depositor,


and


WILMINGTON TRUST
COMPANY,


as Owner Trustee


Dated as of May 1, 2007




 



















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE ONE

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  Section
  1.01.

  	
   

  	
  Capitalized
  Terms

  	
   

  	
  1

  
	
  Section
  1.02.

  	
   

  	
  Other
  Definitional Provisions

  	
   

  	
  3

  
	
  Section
  1.03.

  	
   

  	
  Usage
  of Terms

  	
   

  	
  3

  
	
  Section
  1.04.

  	
   

  	
  Section
  References

  	
   

  	
  3

  
	
  Section
  1.05.

  	
   

  	
  Accounting
  Terms

  	
   

  	
  3

  
	
  ARTICLE TWO

  	
   

  	
  ORGANIZATION

  	
   

  	
  3

  
	
  Section
  2.01.

  	
   

  	
  Name

  	
   

  	
  3

  
	
  Section
  2.02.

  	
   

  	
  Office

  	
   

  	
  4

  
	
  Section
  2.03.

  	
   

  	
  Purposes
  and Powers

  	
   

  	
  4

  
	
  Section
  2.04.

  	
   

  	
  Appointment
  of Owner Trustee

  	
   

  	
  4

  
	
  Section
  2.05.

  	
   

  	
  Initial
  Capital Contribution of Owner Trust Estate

  	
   

  	
  5

  
	
  Section
  2.06.

  	
   

  	
  Declaration
  of Trust

  	
   

  	
  5

  
	
  Section
  2.07.

  	
   

  	
  Liability
  of Trust Depositor

  	
   

  	
  5

  
	
  Section
  2.08.

  	
   

  	
  Title
  to Trust Property

  	
   

  	
  5

  
	
  Section
  2.09.

  	
   

  	
  Situs
  of Trust

  	
   

  	
  5

  
	
  Section
  2.10.

  	
   

  	
  Representations
  and Warranties of the Trust Depositor

  	
   

  	
  5

  
	
  Section
  2.11.

  	
   

  	
  Federal
  Income Tax Treatment

  	
   

  	
  6

  
	
  Section
  2.12.

  	
   

  	
  Texas
  State Tax Matters

  	
   

  	
  7

  
	
  ARTICLE THREE

  	
   

  	
  TRUST CERTIFICATE AND TRANSFER OF INTERESTS

  	
   

  	
  7

  
	
  Section
  3.01.

  	
   

  	
  Initial
  Ownership

  	
   

  	
  7

  
	
  Section
  3.02.

  	
   

  	
  The
  Trust Certificate

  	
   

  	
  8

  
	
  Section
  3.03.

  	
   

  	
  Authentication
  and Delivery of Trust Certificate

  	
   

  	
  8

  
	
  Section
  3.04.

  	
   

  	
  Registration
  of Transfer and Exchange of Trust Certificate

  	
   

  	
  8

  
	
  Section
  3.05.

  	
   

  	
  Mutilated,
  Destroyed, Lost or Stolen Trust Certificate

  	
   

  	
  9

  
	
  Section
  3.06.

  	
   

  	
  Person
  Deemed Owner

  	
   

  	
  9

  
	
  Section
  3.07.

  	
   

  	
  Access
  to List of Certificateholder’s Name and Address

  	
   

  	
  9

  
	
  Section
  3.08.

  	
   

  	
  Maintenance
  of Office or Agency

  	
   

  	
  9

  
	
  Section
  3.09.

  	
   

  	
  Trust
  Certificate

  	
   

  	
  10

  
	
  Section
  3.10.

  	
   

  	
  Appointment
  of Paying Agent

  	
   

  	
  10

  
	
  Section
  3.11.

  	
   

  	
  Ownership
  by Trust Depositor of Trust Certificate

  	
   

  	
  10

  
	
  ARTICLE FOUR

  	
   

  	
  ACTIONS BY OWNER TRUSTEE

  	
   

  	
  10

  
	
  Section
  4.01.

  	
   

  	
  Prior
  Notice to Owner with Respect to Certain Matters

  	
   

  	
  10

  
	
  Section
  4.02.

  	
   

  	
  Action
  by Owner with Respect to Certain Matters

  	
   

  	
  11

  
	
  Section
  4.03.

  	
   

  	
  Action
  by Owner with Respect to Bankruptcy

  	
   

  	
  11

  
	
  Section
  4.04.

  	
   

  	
  Restrictions
  on Owner’s Power

  	
   

  	
  11

  
	
  ARTICLE FIVE

  	
   

  	
  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  	
   

  	
  12

  
	
  Section
  5.01.

  	
   

  	
  Application
  of Trust Funds

  	
   

  	
  12

  
	
  Section
  5.02.

  	
   

  	
  Method
  of Payment

  	
   

  	
  12

  
	
  Section
  5.03.

  	
   

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

  	
   

  	
  12

  
	
  Section
  5.04.

  	
   

  	
  Signature
  on Returns; Tax Matters Partner

  	
   

  	
  12

  
	
  ARTICLE SIX

  	
   

  	
  AUTHORITY AND DUTIES OF OWNER TRUSTEE

  	
   

  	
  13

  
	
  Section
  6.01.

  	
   

  	
  General
  Authority

  	
   

  	
  13

  
	
  Section
  6.02.

  	
   

  	
  General
  Duties

  	
   

  	
  13

  
	
  Section
  6.03.

  	
   

  	
  Action
  Upon Instruction

  	
   

  	
  13

  
	
  Section
  6.04.

  	
   

  	
  No
  Duties Except as Specified in this Agreement or in Instructions

  	
   

  	
  14

  
	
  Section
  6.05.

  	
   

  	
  No
  Action Except Under Specified Documents or Instructions

  	
   

  	
  14

  



 













 


	
  Section 6.06.

  	
   

  	
  Restrictions

  	
   

  	
  14

  
	
  Section
  6.07.

  	
   

  	
  Pennsylvania
  Motor Vehicle Sales Finance Act Licenses

  	
   

  	
  15

  
	
  ARTICLE SEVEN

  	
   

  	
  CONCERNING THE OWNER TRUSTEE

  	
   

  	
  15

  
	
  Section
  7.01.

  	
   

  	
  Acceptance
  of Trusts and Duties

  	
   

  	
  15

  
	
  Section
  7.02.

  	
   

  	
  Furnishing
  of Documents

  	
   

  	
  16

  
	
  Section
  7.03.

  	
   

  	
  Representations
  and Warranties

  	
   

  	
  16

  
	
  Section
  7.04.

  	
   

  	
  Reliance;
  Advice of Counsel

  	
   

  	
  16

  
	
  Section
  7.05.

  	
   

  	
  Not
  Acting in Individual Capacity

  	
   

  	
  17

  
	
  Section
  7.06.

  	
   

  	
  Owner
  Trustee Not Liable for Trust Certificate, Notes or Contracts

  	
   

  	
  17

  
	
  Section
  7.07.

  	
   

  	
  Owner
  Trustee May Own Trust Certificate and Notes

  	
   

  	
  17

  
	
  ARTICLE EIGHT

  	
   

  	
  COMPENSATION OF OWNER TRUSTEE

  	
   

  	
  18

  
	
  Section
  8.01.

  	
   

  	
  Owner
  Trustee’s Fees and Expenses

  	
   

  	
  18

  
	
  Section
  8.02.

  	
   

  	
  Indemnification

  	
   

  	
  18

  
	
  Section
  8.03.

  	
   

  	
  Payments
  to the Owner Trustee

  	
   

  	
  18

  
	
  ARTICLE NINE

  	
   

  	
  TERMINATION OF TRUST AGREEMENT

  	
   

  	
  18

  
	
  Section
  9.01.

  	
   

  	
  Termination
  of Trust Agreement

  	
   

  	
  18

  
	
  ARTICLE TEN

  	
   

  	
  SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
  TRUSTEES

  	
   

  	
  19

  
	
  Section
  10.01.

  	
   

  	
  Eligibility
  Requirements for Owner Trustee

  	
   

  	
  19

  
	
  Section
  10.02.

  	
   

  	
  Resignation
  or Removal of Owner Trustee

  	
   

  	
  20

  
	
  Section
  10.03.

  	
   

  	
  Successor
  Owner Trustee

  	
   

  	
  20

  
	
  Section
  10.04.

  	
   

  	
  Merger
  or Consolidation of Owner Trustee

  	
   

  	
  21

  
	
  Section
  10.05.

  	
   

  	
  Appointment
  of Co-Trustee or Separate Trustee

  	
   

  	
  21

  
	
  ARTICLE ELEVEN

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  22

  
	
  Section
  11.01.

  	
   

  	
  Supplements
  and Amendments.

  	
   

  	
  22

  
	
  Section
  11.02.

  	
   

  	
  No
  Legal Title to Trust Estate in Owner

  	
   

  	
  23

  
	
  Section
  11.03.

  	
   

  	
  Limitations
  on Rights of Others

  	
   

  	
  23

  
	
  Section
  11.04.

  	
   

  	
  Notices

  	
   

  	
  23

  
	
  Section
  11.05.

  	
   

  	
  Severability
  of Provisions

  	
   

  	
  23

  
	
  Section
  11.06.

  	
   

  	
  Counterparts

  	
   

  	
  23

  
	
  Section
  11.07.

  	
   

  	
  Successors
  and Assigns

  	
   

  	
  24

  
	
  Section
  11.08.

  	
   

  	
  Covenants
  of the Trust Depositor

  	
   

  	
  24

  
	
  Section
  11.09.

  	
   

  	
  No
  Petition.

  	
   

  	
  24

  
	
  Section
  11.10.

  	
   

  	
  No
  Recourse

  	
   

  	
  24

  
	
  Section
  11.11.

  	
   

  	
  Headings

  	
   

  	
  24

  
	
  Section
  11.12.

  	
   

  	
  Governing
  Law

  	
   

  	
  24

  
	
  Section
  11.13.

  	
   

  	
  Trust
  Certificate Transfer Restrictions

  	
   

  	
  25

  
	
  Section
  11.14.

  	
   

  	
  Trust
  Depositor Payment Obligation

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A  –  Form of Certificate of Trust

  	
   

  	
  A-1

  
	
  Exhibit B  –  Form of Trust Certificate

  	
   

  	
  B-1

  



 



 ii















TRUST AGREEMENT dated as of May 1, 2007, 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 15, 2007, 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.



 1
 









“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 15, 2007 between the Trust and The Bank of New York
Trust Company, N.A.


“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.


“Sale and Servicing Agreement” means the Sale and Servicing Agreement,
dated as of May 15, 2007, among the Trust, as Issuer, the Trust Depositor,
Harley-Davidson Credit, as servicer, and The Bank of New York Trust Company,
N.A., 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.



 2
 









“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.


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


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


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


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


ARTICLE TWO



ORGANIZATION


Section 2.01.                         Name.  The Trust created hereby shall be known as “Harley-Davidson 
Motorcycle Trust 2007-2”, 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.



 3
 









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.


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.



 4
 









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 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.



 5
 









(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 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.



 6
 









Section 2.12.                         Texas State Tax Matters.


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


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 an opinion of counsel to the Owner Trustee that the transfer
of the Trust Certificate is being made pursuant to an effective
registration under the Securities Act of 1933 or is exempt from the
registration requirements of the Securities Act of 1933, and (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, $138,000,000, (ii) Class A-2 Notes, $285,000,000, (iii) Class
A-3 Notes, $245,000,000, (iv) Class A-4 Notes, $194,125,000, (v) Class B
Notes, $61,750,000 and (vi) Class C Notes, $26,125,000, 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.



 8
 









(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 The Bank
of New York Trust Company, N.A., 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 The Bank of New York Trust Company, N.A. 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);



 10
 









(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.



 11
 









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.



 12
 









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:  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia A. Evans

  	
   

  
	
   

  	
  Printed Name:

  	
  Patricia A. Evans

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 











EXHIBIT A


FORM
OF CERTIFICATE OF TRUST OF


Harley-Davidson Motorcycle Trust 2007-2


This Certificate of Trust of Harley-Davidson
Motorcycle Trust 2007-2 (the “Trust”), dated
                 ,
2007, 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 2007-2.


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 2007-2 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 2007-2 (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 May 1, 2007 (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 15, 2007 (the “Sale and Servicing
Agreement”), among the Trust, the Trust Depositor, Harley-Davidson
Credit Corp. (“Harley-Davidson Credit”), as
Servicer (in such capacity, the “Servicer”) and
The Bank of New York Trust Company, N.A., as Indenture Trustee (the “Indenture Trustee”) or (iii) the
Indenture, dated as of May 15, 2007 (the “Indenture”),
between the Trust and the Indenture Trustee.


This Trust Certificate is the duly authorized Trust
Certificate designated as “Harley-Davidson Motorcycle
Trust 2007-2 Certificate”  (the “Trust Certificate”).  Issued under the Indenture are five classes
of notes designated as “[   ]%
Motorcycle Contract Backed Notes, Class A-1”, “[   ]% Motorcycle
Contract Backed Notes, Class A-2”, “[   ]%
Motorcycle Contract Backed Notes, Class A-3”, “[   ]%  Motorcycle Contract Backed Notes, Class A-4”,
“[   ]% Motorcycle Contract Backed Notes, Class B”
and “[   ]% Motorcycle Contract Backed
Notes, Class C” (collectively, the “Notes”).  This Trust Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust











Agreement, to which Trust
Agreement the Holder of this Trust Certificate by virtue of its acceptance
hereof assents and by which such Holder is bound.  The property of the Trust includes, among
other things, (i) all the right, title and interest of the Trust Depositor in
and to the 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, 2007 (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 aggregate
Principal Balance of the Subsequent Contracts as of their related Subsequent
Cutoff Dates.


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 2007-2

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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.