EXHIBIT
10.1


	
   

  



 


 


TRANSFER AND SALE
AGREEMENT


 


by and between


 


HARLEY-DAVIDSON
CREDIT CORP.,


as Seller


 


and


 


HARLEY-DAVIDSON
CUSTOMER FUNDING CORP.,


 


as Purchaser


 


Dated as of
[          ]


	
   

  



 

















 


TABLE OF
CONTENTS


	
  ARTICLE I
  DEFINITION

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  GENERAL

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  TRANSFER OF CONTRACTS; ASSIGNMENT OF AGREEMENT

  	
  1

  
	
   

  	
   

  
	
  SECTION 2.01.

  	
  CLOSING

  	
  1

  
	
  SECTION 2.02.

  	
  CONDITIONS TO THE CLOSING

  	
  2

  
	
  SECTION 2.03.

  	
  ASSIGNMENT OF AGREEMEN

  	
  3

  
	
  SECTION 2.04.

  	
  SUBSEQUENT CONTRACTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  REPRESENTATIONS AND WARRANTIES

  	
  5

  
	
   

  	
   

  
	
  SECTION 3.01.

  	
  REPRESENTATIONS AND WARRANTIES
  REGARDING SELLER

  	
  6

  
	
  SECTION 3.02.

  	
  REPRESENTATIONS AND WARRANTIES
  REGARDING EACH CONTRACT

  	
  7

  
	
  SECTION 3.03.

  	
  REPRESENTATIONS AND WARRANTIES
  REGARDING THE CONTRACTS IN THE AGGREGATE

  	
  11

  
	
  SECTION 3.04.

  	
  REPRESENTATIONS AND WARRANTIES
  REGARDING THE CONTRACT FILES

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

  	
  12

  
	
   

  	
   

  
	
  SECTION 4.01.

  	
  CUSTODY OF CONTRACTS

  	
  12

  
	
  SECTION 4.02.

  	
  FILING

  	
  12

  
	
  SECTION 4.03.

  	
  NAME CHANGE OR RELOCATION

  	
  13

  
	
  SECTION 4.04.

  	
  COSTS AND EXPENSES

  	
  13

  
	
  SECTION 4.05

  	
  SALE TREATMENT

  	
  13

  
	
  SECTION 4.06

  	
  SEPARATENESS FROM TRUST
  DEPOSITOR

  	
  13

  
	
  SECTION 4.07

  	
  PROTECTION OF SECURITY INTERESTS

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  REMEDIES UPON MISREPRESENTATION

  	
  14

  
	
   

  	
   

  
	
  SECTION 5.01.

  	
  REPURCHASES OF CONTRACTS FOR
  BREACH OF REPRESENTATIONS AND WARRANTIES

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  INDEMNITIES

  	
  15

  
	
   

  	
   

  
	
  SECTION 6.01.

  	
  SELLER INDEMNIFICATION

  	
  15

  
	
  SECTION 6.02.

  	
  LIABILITIES TO OBLIGORS

  	
  15

  
	
  SECTION 6.03.

  	
  TAX INDEMNIFICATION

  	
  15

  
	
  SECTION 6.04.

  	
  OPERATION OF INDEMNITIES

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  MISCELLANEOUS

  	
  16

  
	
   

  	
   

  
	
  SECTION 7.01.

  	
  PROHIBITED TRANSACTIONS WITH
  RESPECT TO THE TRUST

  	
  16

  
	
  SECTION 7.02.

  	
  MERGER OR CONSOLIDATION

  	
  16

  
	
  SECTION 7.03.

  	
  TERMINATION

  	
  16

  
	
  SECTION 7.04.

  	
  ASSIGNMENT OR DELEGATION BY
  SELLER

  	
  16

  
	
  SECTION 7.05.

  	
  AMENDMENT

  	
  17

  
	
  SECTION 7.06.

  	
  NOTICES

  	
  17

  
	
  SECTION 7.07.

  	
  MERGER AND INTEGRATION

  	
  18

  
	
  SECTION 7.08.

  	
  HEADINGS

  	
  18

  
	
  SECTION 7.09.

  	
  GOVERNING LAW

  	
  18

  



 


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  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Form of Assignment

  
	
  Exhibit B

  	
   

  	
  Form of Officer’s
  Certificate

  
	
  Exhibit C

  	
   

  	
  Form of Subsequent
  Purchase Agreement

  



 


ii

















 


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


 


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


 


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


 


WHEREAS, Trust Depositor intends concurrently
with its purchases from time to time of Contract Assets hereunder to convey all
right, title and interest in such Contract Assets to Harley-Davidson Motorcycle
Trust [          ] (the “Trust”) pursuant to the Sale and Servicing Agreement dated
as of [          ] by and
among Trust Depositor, Harley-Davidson Credit, as Servicer, the Trust, as
issuer (the “Issuer”) and
[          ], as Indenture
Trustee (as amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”), executed concurrently
herewith;


 


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


 


ARTICLE I


 


DEFINITIONS


 


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


 


ARTICLE II


 


TRANSFER OF
CONTRACTS; ASSIGNMENT OF AGREEMENT


 


Section 2.01.                         Closing. 
Subject to and upon the terms and conditions set forth in this Agreement,
Seller hereby sells, transfers, assigns, sets over and otherwise conveys to
Trust Depositor, in consideration of Trust Depositor’s payment of
$[          ] in cash as the
purchase price therefor, (i) all the right, title and interest of Seller
in and to the Initial Contracts listed on


 

















 


the initial List
of Contracts in effect on the Closing Date (including, without limitation, all
security interests and all rights to receive payments which are collected
pursuant thereto after the Initial Cutoff Date, including any liquidation
proceeds therefrom, but excluding any rights to receive payments which were
collected pursuant thereto on or prior to the Initial Cutoff Date), (ii) all
rights of Seller under any physical damage or other individual insurance policy
(including a “forced placed” policy, if any),
any debt insurance policy or any debt cancellation agreement relating to any
such Contract, an Obligor or a Motorcycle securing such Contract, (iii) all
security interests in each such Motorcycle, (iv) all documents contained
in the related Contract Files, (v) all rights of Seller in the Lockbox,
Lockbox Account and related Lockbox Agreement to the extent they relate to the
Contracts, (vi) all rights (but not the obligations) of the Seller under
any motorcycle dealer agreements between the dealers (i.e. originators of
certain Contracts) and the Seller, (vii) all rights of Seller to certain
rebates of premiums and other amounts relating to insurance policies, debt
cancellation agreements, extended service contracts or other repair agreements
and other items financed under such Contracts and (viii) all proceeds and
products of the foregoing (items (i) - (viii), together with the
additional assets referred to in Section 2.04 below which may be
transferred from time to time in respect of Subsequent Contracts, being
collectively referred to herein as the “Contract Assets”).  Although Seller and Trust Depositor agree
that any such transfer is intended to be a sale of ownership in the Contract
Assets, rather than the mere granting of a security interest to secure a
borrowing, in the event such transfer is deemed to be of a mere security
interest to secure indebtedness, Seller shall be deemed to have granted Trust
Depositor a perfected first priority security interest in such Contract Assets
and this Agreement shall constitute a security agreement under applicable
law.  If such transfer is deemed to be
the mere granting of a security interest to secure a borrowing, Trust Depositor
may, to secure Trust Depositor’s own borrowing under the Sale and Servicing
Agreement (to the extent that the transfer of the Contract Assets thereunder is
deemed to be a mere granting of a security interest to secure a borrowing)
repledge and reassign (i) all or a portion of the Contract Assets pledged
to Trust Depositor and not released from the security interest of this
Agreement at the time of such pledge and assignment, and (ii) all proceeds
thereof.  Such repledge and reassignment
may be made by Trust Depositor with or without a repledge and reassignment by
Trust Depositor of its rights under this Agreement, and without further notice
to or acknowledgment from Seller.  Seller
waives, to the extent permitted by applicable law, all claims, causes of action
and remedies, whether legal or equitable (including any right of setoff),
against Trust Depositor or any assignee of Trust Depositor relating to such
action by Trust Depositor in connection with the transactions contemplated by
the Sale and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


(e)                                  Copies
of resolutions of the Board of Directors of Seller or of the Executive
Committee of the Board of Directors of Seller approving the execution, delivery
and performance of this Agreement and the transactions contemplated hereunder,
certified in each case by the Secretary or an Assistant Secretary of Seller.


 


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


 


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


 


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


 


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


 


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


 


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Trustee and the
Issuer and the Indenture Trustee may enforce directly without joinder of Trust
Depositor, the obligations of Seller set forth herein.


 


 Section 2.04.                      Subsequent Contracts.  (a) Subject
to and upon the terms and conditions set forth in paragraph (b) below and
in the related Subsequent Purchase Agreement, Seller hereby agrees to sell,
transfer, assign, set over and otherwise convey to Trust Depositor, in
consideration of Trust Depositor’s payment on the related Subsequent Transfer
Date of the purchase price therefor (as set forth in the related Subsequent
Purchase Agreement), and Trust Depositor hereby agrees to purchase, (i) all
the right, title and interest of Seller in and to the Subsequent Contracts
listed on the related Subsequent List of Contracts (including, without
limitation, all security interests and all rights to receive payments which are
collected pursuant thereto after the applicable Subsequent Cutoff Date, including
any liquidation proceeds therefrom, but excluding any rights to receive
payments which were collected pursuant thereto on or prior to such Subsequent
Cutoff Date), (ii) all rights of Seller under any physical damage or other
individual insurance policy (including a “forced placed”
policy, if any), any debt insurance policy or any debt cancellation agreement
relating to any such Subsequent Contract, an Obligor or a Motorcycle securing
such Subsequent Contract, (iii) all security interests in each such
Motorcycle, (iv) all documents contained in the related Contract Files, (v) all
rights of Seller in the Lockbox, Lockbox Account and related Lockbox Agreement
to the extent they relate to the Subsequent Contracts, (vi) all rights
(but not the obligations) of the Seller under any motorcycle dealer agreements
between the dealers (i.e.
originators of certain Subsequent Contracts) and the Seller, (vii) all
rights of Seller to certain rebates of premiums and other amounts relating to
insurance policies, debt cancellation agreements, extended service contracts or
other repair agreements and other items financed under such Subsequent
Contracts and (viii) all proceeds and products of the foregoing (items (i) -
(viii), upon consummation of any above-described purchase, becoming part of the
“Contract Assets”).  Seller agrees, subject to the terms and
conditions herein applicable to transfers of Subsequent Contracts, to sell an
aggregate Principal Balance of Subsequent Contracts at or prior to the end of
the Funding Period equal to the Pre-Funded Amount on the Closing Date.


 


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


 


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


 


(ii)                                  the
Funding Period shall not have terminated;


 


(iii)                               the
Seller shall have delivered to the Trust Depositor a duly executed Purchase
Agreement in substantially the form of Exhibit C
hereto (the “Subsequent


 


4

















 


Purchase
Agreement”), which shall include a Subsequent List of
Contracts listing the Subsequent Contracts being purchased;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES


 


Seller makes the following
representations and warranties, on which Trust Depositor will rely in
purchasing the initial Contract Assets on the Closing Date (and any Subsequent
Contracts on the related Subsequent Transfer Date) and concurrently reconveying
the same to the Trust, and on which the Trust, the Indenture Trustee and the
Noteholders will rely under the Sale and Servicing Agreement.  Such representations speak as of the
execution and delivery of this Agreement and as of the Closing Date in the case
of the Initial Contracts, and as of the applicable Subsequent Transfer Date in
the case of Subsequent Contracts, but shall survive the sale, transfer


 


5

















 


 and assignment of the Contracts to the Trust
and the pledge of the Contracts to the Indenture Trustee.  The repurchase obligation of Seller set forth
in Section 5.01 below and in Section 7.08 of the Sale and Servicing
Agreement constitutes the sole remedy available for a breach of a
representation or warranty of Seller set forth in Section 3.02, 3.03 or
3.04 of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


6

















 


mortgage,
indenture, contract or other agreement to which Seller is a party or by which
Seller or any of Seller’s properties may be bound.


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 Payments. 
As of the Initial Cutoff Date or applicable Subsequent Cutoff Date, as
the case may be, the most recent scheduled payment with respect to any Contract
either had been made or was not delinquent for more than 30 days.  To the best of Seller’s knowledge, all
payments made on each Contract were made by the respective Obligor or under a
debt insurance policy or debt cancellation agreement.


 


(c)                                  No Waivers. 
As of the Closing Date (or the applicable Subsequent Transfer Date, in
the case of Subsequent Contracts), the terms of the Contracts have not 


 


7

















 


been waived,
altered or modified in any respect, except by instruments or documents included
in the related Contract File.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


Date (or the applicable Subsequent Cutoff Date in the
case of Subsequent Contracts), no Motorcycle had been repossessed.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV


 


PERFECTION OF TRANSFER AND PROTECTION OF SECURITY
INTERESTS


 


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


 


Section 4.02.        Filing.  On or prior to
the Closing Date and each Subsequent Transfer Date, Seller shall cause the UCC
financing statement(s) referred to in Section 2.02(g) hereof and



 


12

















 


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


 


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


 


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


 


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


 


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


 


Section 4.06         Separateness from Trust Depositor. 
The Seller agrees to take or refrain from taking or engaging in with
respect to the Trust Depositor each of the actions or activities 


 


13

















 


specified in the “substantive
consolidation” opinion of Winston & Strawn LLP (or in any related
certificate of Seller) delivered on the Closing Date, upon which the
conclusions expressed therein are based.


 


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


 


ARTICLE V


 


REMEDIES UPON MISREPRESENTATION


 


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


 


14

















 


ARTICLE VI


 


INDEMNITIES


 


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


 


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


 


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


 


Section 6.04.        Operation of Indemnities. 
Indemnification under this Article VI shall include, without
limitation, reasonable fees and expenses of counsel and expenses of
litigation.  If Seller has made any
indemnity payments to Trust Depositor or the Trustees pursuant to this Article VI
and Trust Depositor or the Trustees thereafter collects any of such amounts
from others, Trust Depositor or the Trustees will repay such amounts collected
to Seller, except that 


 


15

















 


any payments
received by Trust Depositor or the Trustees from an insurance provider as a
result of the events under which the Seller’s indemnity payments arose shall be
repaid prior to any repayment of the Seller’s indemnity payment.


 


ARTICLE VII


 


MISCELLANEOUS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


Section 7.05.        Amendment.  (a) This
Agreement may be amended from time to time by Seller and Trust Depositor, with
notice to the Rating Agencies, but without the consent of the Trustees or any
of the Noteholders to correct manifest error, to cure any ambiguity, to correct
or supplement any provisions herein or therein which may be inconsistent with
any other provisions herein, therein or in the Prospectus, as the case may be,
or to add any other provisions with respect to matters or questions arising
under this Agreement which shall not be inconsistent with the provisions of
this Agreement or the Prospectus; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel for Seller
acceptable to the Trustees, adversely affect the interests of any Noteholder.


 


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


 


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


 


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


 


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


 


Section 7.06.        Notices.  All notices, demands, certificates,
requests and communications hereunder (“notices”) shall be in writing and shall
be effective (a) upon receipt when sent through the U.S. mails, registered
or certified mail, return receipt requested, postage prepaid, with such receipt
to be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an Authorized Officer of the party to which sent, or (d) on
the date transmitted by legible telecopier transmission with a confirmation of
receipt, in all cases addressed to the recipient at the address for such
recipient set forth in the Sale and Servicing Agreement.


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


[signature page follows]


 


18

















 


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


 


 


	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Transfer and 

Sale Agreement


 






 










 


Exhibit A


Transfer and Sale


Agreement


 


FORM OF ASSIGNMENT


 


In accordance with the
Transfer and Sale Agreement (the “Agreement”)
dated as of [_______] made by and between the undersigned, as seller thereunder
(“Seller”), and Harley-Davidson Customer
Funding Corp., a Nevada corporation and wholly-owned subsidiary of Seller (“Trust Depositor”), as purchaser thereunder, the undersigned
does hereby sell, transfer, convey and assign, set over and otherwise convey to
Trust Depositor (i) all the right, title and interest of Seller in and to
the Initial Contracts listed on the initial List of Contracts in effect on the
Closing Date (including, without limitation, all security interests and all
rights to receive payments which are collected pursuant thereto after the
Initial Cutoff Date, including any liquidation proceeds therefrom, but
excluding any rights to receive payments which were collected pursuant thereto
on or prior to the Initial Cutoff Date), (ii) all rights of Seller under
any physical damage or other individual insurance policy (including a “forced placed” policy, if any), any debt insurance policy or
any debt cancellation agreement relating to any such Contract, an Obligor or a
Motorcycle securing such Contract, (iii) all security interests in each
such Motorcycle, (iv) all documents contained in the related Contract
Files, (v) all rights of Seller in the Lockbox, Lockbox Account and
related Lockbox Agreement to the extent they relate to the Contracts, (vi) all
rights (but not the obligations) of the Seller under any motorcycle dealer
agreements between the dealers (i.e. originators of certain Contracts) and the
Seller, (vii) all rights of Seller to certain rebates of premiums and
other amounts relating to insurance policies, debt cancellation agreements, extended
service contracts or other repair agreements and other items financed under
such Contracts and (viii) all proceeds and products of the foregoing


 


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


 


Capitalized terms used
herein but not otherwise defined shall have the meanings assigned to such terms
in the Sale and Servicing Agreement dated as of [_______] made by and among the
undersigned, as servicer, the Trust Depositor, Harley-Davidson Motorcycle Trust
[_______], as issuer, and [_______], as indenture trustee.


 


A-1

















 


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


 


	
   

  	
  HARLEY-DAVIDSON CREDIT
  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Printed
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


Exhibit B


Transfer and Sale


Agreement


 


FORM OF OFFICER’S CERTIFICATE


 


(See Exhibit C
to the Sale and Servicing Agreement)


 


B-1

















 


Exhibit C


Transfer and Sale


Agreement


 


FORM OF SUBSEQUENT PURCHASE AGREEMENT


 


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


 


WITNESSETH:


 


WHEREAS, the Trust
Depositor and the Seller are parties to the Transfer and Sale Agreement, dated
as of [_______] (the “Transfer and Sale
Agreement”);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.              Subsequent List of Contracts.  The Subsequent List of Contracts attached hereto as Exhibit A
is a supplement to the initial List of Contracts attached as Exhibit H to the Sale and Servicing Agreement.  The Contracts listed in the Subsequent List
of Contracts 


 


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constitute the
Subsequent Contracts to be transferred pursuant to this Agreement on the subsequent
Transfer Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.              Governing Law. 
This Agreement shall be construed in accordance with the laws of the
State of Illinois, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.


 


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


 


 


	
   

  	
  HARLEY-DAVIDSON
  CUSTOMER FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  HARLEY-DAVIDSON CREDIT
  CORP.

  
	
   

  	
   

  
	
   

  	
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