AGREEMENT, THE TRUST AGREEMENT, THE INDENTURE, THE
ADMINISTRATION AGREEMENT AND THE LOCKBOX AGREEMENT AND MADE IN ANY OFFICER'S
CERTIFICATE OF THE TRUST DEPOSITOR OR HARLEY-DAVIDSON DELIVERED PURSUANT TO THE
SALE AND SERVICING AGREEMENT, THE INDENTURE OR THE TRANSFER AND SALE AGREEMENT
WILL BE TRUE AND CORRECT AT THE TIME MADE AND ON AND AS OF THE CLOSING DATE AS
IF SET FORTH HEREIN.
(N)
THE CONTRACTS CONVEYED TO THE TRUST HAD AN AGGREGATE OUTSTANDING
BALANCE AS OF THE CUTOFF DATE OF NOT LESS THAN $540,000,000.
(O)
EACH OF THE TRUST DEPOSITOR AND HARLEY-DAVIDSON AGREES IT SHALL
NOT GRANT, ASSIGN, PLEDGE OR TRANSFER TO ANY PERSON A SECURITY INTEREST IN, OR
ANY OTHER RIGHT, TITLE OR INTEREST IN, THE CONTRACTS, EXCEPT AS PROVIDED IN THE
SALE AND SERVICING AGREEMENT, THE TRUST AGREEMENT, THE INDENTURE AND THE
TRANSFER AND SALE AGREEMENT AND EACH AGREES TO TAKE ALL ACTION NECESSARY IN
ORDER TO MAINTAIN THE SECURITY INTEREST IN THE CONTRACTS GRANTED PURSUANT TO THE
SALE AND SERVICING AGREEMENT, THE TRUST AGREEMENT, THE INDENTURE AND THE
TRANSFER AND SALE AGREEMENT.
(P)
THERE ARE NO ACTIONS, PROCEEDINGS OR INVESTIGATIONS PENDING, OR TO
THE BEST KNOWLEDGE OF EITHER THE TRUST DEPOSITOR OR HARLEY-DAVIDSON, THREATENED
AGAINST THE TRUST DEPOSITOR OR HARLEY-DAVIDSON BEFORE ANY COURT OR BEFORE ANY
GOVERNMENTAL AUTHORITY OF ARBITRATION BOARD OR TRIBUNAL WHICH, IF ADVERSELY
DETERMINED, COULD MATERIALLY AND ADVERSELY AFFECT, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, THE FINANCIAL POSITION, BUSINESS, OPERATIONS OR PROSPECTS OF THE
TRUST DEPOSITOR OR HARLEY-DAVIDSON.
(Q)
FOR ILLINOIS INCOME, FRANCHISE AND EXCISE TAX PURPOSES, UNDER THE
PROVISIONS OF ILLINOIS LAW AS OF THE CLOSING DATE, THE TRUST WILL NOT BE
CLASSIFIED AS AN ASSOCIATION TAXABLE AS A CORPORATION.
(R)
UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, HARLEY-DAVIDSON
WILL REPORT ITS TRANSFER OF THE CONTRACTS TO THE TRUST DEPOSITOR PURSUANT TO THE
TRANSFER AND SALE AGREEMENT AS A SALE OF THE CONTRACTS.
7
2.
REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS.
EACH
UNDERWRITER, SEVERALLY AND NOT JOINTLY, REPRESENTS AND WARRANTS TO, AND AGREES
WITH, THE TRUST DEPOSITOR THAT:
(A)
IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND IT WILL
ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO
ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM ("FSMA")) RECEIVED BY IT IN
CONNECTION WITH THE ISSUE OR SALE OF ANY OFFERED SECURITIES IN CIRCUMSTANCES IN
WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE TRUST.
(B)
IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF
THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO ANY OFFERED
SECURITIES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.
3.
PURCHASE AND SALE.
SUBJECT TO THE TERMS AND CONDITIONS AND IN
RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES HEREIN SET FORTH, THE TRUST
DEPOSITOR AGREES TO CAUSE THE TRUST TO SELL TO EACH UNDERWRITER, AND EACH
UNDERWRITER AGREES, SEVERALLY AND NOT JOINTLY, TO PURCHASE FROM THE TRUST, EACH
OF THE OFFERED SECURITIES IN