EXHIBIT
4.1


	
   

  



 


TRUST AGREEMENT


 


by and between


 


HARLEY-DAVIDSON
CUSTOMER FUNDING CORP.,


as Trust
Depositor,


 


and


 


[          ],


as Owner Trustee


 


Dated as of
[          ]


	
   

  



 

















 


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

  	
  3

  
	
  Section 2.03.

  	
  Purposes and Powers

  	
  3

  
	
  Section 2.04.

  	
  Appointment of Owner Trustee

  	
  3

  
	
  Section 2.05.

  	
  Initial Capital Contribution of Owner Trust Estate

  	
  4

  
	
  Section 2.06.

  	
  Declaration of Trust

  	
  4

  
	
  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

  	
  5

  
	
  ARTICLE THREE

  	
  TRUST CERTIFICATE AND TRANSFER OF INTERESTS

  	
  6

  
	
  Section 3.01.

  	
  Initial Ownership

  	
  7

  
	
  Section 3.02.

  	
  The Trust Certificate

  	
  7

  
	
  Section 3.03.

  	
  Authentication and Delivery of Trust Certificate

  	
  7

  
	
  Section 3.04.

  	
  Registration of Transfer and Exchange of Trust Certificate

  	
  7

  
	
  Section 3.05.

  	
  Mutilated, Destroyed, Lost or Stolen Trust Certificate

  	
  8

  
	
  Section 3.06.

  	
  Person Deemed Owner

  	
  8

  
	
  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

  	
  9

  
	
  Section 3.10.

  	
  Appointment of Paying Agent

  	
  9

  
	
  Section 3.11.

  	
  Ownership by Trust Depositor of Trust Certificate

  	
  9

  
	
  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

  	
  10

  
	
  Section 4.03.

  	
  Action by Owner with Respect to Bankruptcy

  	
  10

  
	
  Section 4.04.

  	
  Restrictions on Owner’s Power

  	
  11

  
	
  ARTICLE FIVE

  	
  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  	
  11

  
	
  Section 5.01.

  	
  Application of Trust Funds

  	
  11

  
	
  Section 5.02.

  	
  Method of Payment

  	
  11

  
	
  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

  	
  12

  
	
  Section 6.01.

  	
  General Authority

  	
  12

  
	
  Section 6.02.

  	
  General Duties

  	
  12

  
	
  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

  	
  14

  
	
  ARTICLE SEVEN

  	
  CONCERNING THE OWNER TRUSTEE

  	
  14

  
	
  Section 7.01.

  	
  Acceptance of Trusts and Duties

  	
  14

  
	
  Section 7.02.

  	
  Furnishing of Documents

  	
  15

  
	
  Section 7.03.

  	
  Representations and Warranties

  	
  16

  
	
  Section 7.04.

  	
  Reliance; Advice of Counsel

  	
  16

  
	
  Section 7.05.

  	
  Not Acting in Individual Capacity

  	
  16

  
	
  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

  	
  17

  
	
  Section 8.01.

  	
  Owner Trustee’s Fees and Expenses

  	
  17

  
	
  Section 8.02.

  	
  Indemnification

  	
  17

  
	
  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

  	
  19

  
	
  Section 10.03.

  	
  Successor Owner Trustee

  	
  20

  
	
  Section 10.04.

  	
  Merger or Consolidation of Owner Trustee

  	
  20

  
	
  Section 10.05.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  20

  
	
  ARTICLE ELEVEN

  	
  MISCELLANEOUS

  	
  21

  
	
  Section 11.01.

  	
  Supplements and Amendments

  	
  22

  
	
  Section 11.02.

  	
  No Legal Title to Trust Estate in Owner

  	
  22

  
	
  Section 11.03.

  	
  Limitations on Rights of Others

  	
  22

  
	
  Section 11.04.

  	
  Notices

  	
  23

  
	
  Section 11.05.

  	
  Severability of Provisions

  	
  23

  
	
  Section 11.06.

  	
  Counterparts

  	
  23

  
	
  Section 11.07.

  	
  Successors and Assigns

  	
  23

  
	
  Section 11.08.

  	
  Covenants of the Trust Depositor

  	
  23

  
	
  Section 11.09.

  	
  No Petition

  	
  23

  
	
  Section 11.10.

  	
  No Recourse

  	
  24

  
	
  Section 11.11.

  	
  Headings

  	
  24

  
	
  Section 11.12.

  	
  Governing Law

  	
  24

  
	
  Section 11.13.

  	
  Trust Certificate Transfer Restrictions

  	
  24

  
	
  Section 11.14.

  	
  Trust Depositor Payment Obligation

  	
  24

  
	
   

  	
  [signature page follows]

  	
  24

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A -
  Form of Certificate of Trust

  	
  A-1

  
	
  Exhibit B -
  Form of Trust Certificate

  	
  B-1

  
				



 


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TRUST AGREEMENT dated as
of [          ], between
HARLEY-DAVIDSON CUSTOMER FUNDING CORP., a Nevada corporation, as Trust
Depositor (the “Trust Depositor”), and
[          ], a
[          ], 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
[          ], 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.


 


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


 


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“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
[          ] between the
Trust and [          ].


 


 “Owner” means the Holder of
the Trust Certificate.


 


“Owner Trustee” means
[          ], a
[          ], 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
[          ] Attn:
[          ], 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 [          ],
among the Trust, as Issuer, the Trust Depositor, Harley-Davidson Credit, as
servicer, and [          ],
as Indenture Trustee, as the same may be amended or supplemented from time to
time.


 


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


 


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


 


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


 


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


 


2

















 


“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, the proceeds of the Interest Rate Swap Agreement 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 [          ]”, in which name the Owner Trustee may conduct the
activities of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.


 


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


 


Section 2.03.        Purposes and Powers.


 


3

















 


(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 the Reserve Fund and to pay the organizational,
start-up and transactional expenses of the Trust and to pay the balance to the
Trust Depositor pursuant to the Sale and Servicing Agreement;


 


(iii)          to
assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
to the Indenture and to hold, manage and distribute to the 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
enter into interest rate swaps in connection with the Notes;


 


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


 


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


 


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


 


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


 


Section 2.05.        Initial Capital Contribution of Owner
Trust Estate.  The Trust Depositor hereby sells, assigns,
transfers, conveys and sets over to the Owner Trustee, as of the date hereof,
the sum of $1.  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 


 


4

















 


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.


 


(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.


 


5














 


(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.


 


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 Section 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 


 


6

















 


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 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.


 


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, $[      ], (ii) Class A-2 Notes,
$[      ], (iii) Class A-3a Notes,
$[      ], (iv) Class A-3b, Notes
$[      ], (v) Class A-4, Notes
$[      ], (vi) 


 


7

















 


Class B Notes,
$[      ], (vii) Class C Notes,
$[      ] and (viii) Class D Notes,
$[      ],] 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.


 


(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 


 


8

















 


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.


 


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
[                  ],
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
[                  ]
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 


 


9

















 


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);


 


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


 


(d)                                 the amendment of the Indenture by a
supplemental indenture in circumstances where the consent of any Noteholder or
the Swap Counterparty 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) 


 


10

















 


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.


 


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).


 


11

















 


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.


 


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 


 


12

















 


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 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.


 


13

















 


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.


 


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):


 


14

















 


(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, the Swap Counterparty or to
any Owner, other than as expressly provided for herein or expressly agreed to
in the Transaction Documents;


 


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


 


(g)                                 the Owner Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by the
Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any other
Transaction Document, at the request, order or direction of 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.


 


15














 


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
[          ].  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 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, [          ]
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 


 


16

















 


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 or the Swap Counterparty
under the Indenture or the Sale and Servicing Agreement, including, without
limitation, the existence, condition and ownership of any Motorcycle; the
existence and enforceability of any insurance thereon; the existence and
contents of any Contract on any computer or other record thereof; the validity
of the assignment of any Contract to the Trust or of any intervening
assignment; the completeness of any Contract; the performance or enforcement of
any Contract; the compliance by the Trust Depositor or the Servicer with any
warranty or representation made under any Transaction Document or in any
related document or the accuracy of any such warranty or representation; or any
action of the Administrator, the Indenture Trustee or the Servicer or any subservicer
taken in the name of the Owner Trustee.


 


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


 


ARTICLE EIGHT


 


COMPENSATION OF OWNER TRUSTEE


 


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


 


Section 8.02.                         Indemnification. 
The Trust Depositor shall be liable as primary obligor for, and shall
indemnify the Owner Trustee and its successors, assigns and servants
(collectively, the “Indemnified Parties”) from and
against, any and all liabilities, obligations, losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, “Expenses”)
which may at any time be 


 


17

















 


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, 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 


 


18

















 


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.


 


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 


 


19

















 


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, the Swap Counterparty 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.


 


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 


 


20

















 


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 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.


 


21

















 


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, the Swap Counterparty 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, the Swap Counterparty 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, the Swap
Counterparty 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, the Swap Counterparty 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
any Certificateholder, the Swap Counterparty, the Noteholders or the Indenture
Trustee pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.  The
manner of obtaining such consents (and any other consents of the
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 


 


22

















 


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, the Swap Counterparty 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.


 


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 


 


23

















 


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, the Swap Counterparty 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 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]


 


24

















 


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


 


	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING

  
	
   

  	
  CORP., as Trust
  Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [          ],

  
	
   

  	
  as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


Signature Page to Trust 

Agreement


 














 


EXHIBIT A


 


FORM OF
CERTIFICATE OF TRUST OF


Harley-Davidson
Motorcycle Trust [          ]


 


This Certificate
of Trust of Harley-Davidson Motorcycle Trust
[          ] (the “Trust”), dated
[          ], is being duly
executed and filed by
[          ], a [          ],
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
[          ].


 


2.                                       Delaware Trustee.  The
name and business address of the Owner Trustee of the Trust in the State of
Delaware is [          ].


 


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.


 


	
   

  	
  [          ],

  
	
   

  	
  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 [          ]
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 [          ] (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
[          ] (as amended and
supplemented from time to time, the “Trust Agreement”),
between the Trust Depositor, and
[          ], 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
[          ] (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
[          ], as Indenture
Trustee (the “Indenture Trustee”)
or (iii) the Indenture, dated as of
[          ] (the “Indenture”), between the Trust and the Indenture Trustee.


 


This Trust Certificate is
the duly authorized Trust Certificate designated as “Harley-Davidson
Motorcycle Trust [          ] Certificate”  (the “Trust Certificate”). 
Issued under the Indenture are
[          ] classes of notes
designated as “[        ]%
Motorcycle Contract Backed Notes, Class A-1”, “[        ]%
Floating Rate Motorcycle Contract Backed Notes, Class A-2”  “[        ]% Motorcycle
Contract Backed Notes, Class A-3a”, “[        ]%
Floating Rate Motorcycle Contract Backed Notes, Class A-3b”, “[        ]%
Motorcycle Contract Backed Notes, Class A-4”, “[        ]%
Motorcycle Contract Backed Notes, Class B”, “[        ]%
Motorcycle Contract Backed Notes, Class C” and “[        ]%
Motorcycle Contract Backed Notes, Class D” (collectively, the “Notes”).  This Trust
Certificate is issued under and 


 

















 


is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Trust Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.  The property of the
Trust includes, among other things, (i) all the right, title and interest
of the Trust Depositor in and to the Contracts listed on the List of Contracts
delivered on the Closing Date (including, without limitation, all security
interests and all rights to receive payments which are collected pursuant
thereto after the 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 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
[          ] (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 and the Swap Counterparty 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 Pool Balance on the Cutoff
Date.


 

















 


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


 

















 


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


 


	
  Dated:

  	
  Harley-Davidson
  Motorcycle Trust
  [          ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [          ],
  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.


 


	
  [          ],

  	
   

  
	
  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.