another (such statement to have attached thereto a
schedule setting forth the pooling and servicing agreements covered thereby,
including this Agreement);
(3)
included an examination of the delinquency
and loss statistics relating to Harley-Davidson Financial's portfolio of
motorcycle conditional sales contracts and promissory notes and security
agreements; and
(4)
except as described in the statement,
disclosed no exceptions or errors in the records relating to motorcycle loans
serviced for others that, in the firm's opinion, generally accepted auditing
standards requires such firm to report.
The Accountant's Report shall further state that:
(1)
a review in accordance with agreed upon
procedures was made of one randomly selected Monthly Report; and
(2)
except as disclosed in the Report, no
exceptions or errors in the Monthly Report so examined were found.
(b)
The Accountant's Report shall also indicate
that the firm is independent of Harley-Davidson Financial within the meaning of
the Code of Professional Ethics of the American Institute of Certified Public
Accountants.
(c)
In the event the Independent Accountants
require the Indenture Trustee to agree to the procedures performed by such firm,
the Servicer shall direct the Indenture Trustee in writing to so agree; it being
understood and agreed that the Indenture Trustee will deliver such letter of
agreement in conclusive reliance upon the direction of the Servicer, and the
Indenture Trustee shall not make any independent inquiry or investigation as to,
and shall have no obligation or liability in respect of, the sufficiency,
validity or correctness of such procedures.
SECTION 9.05.
ANNUAL STATEMENT OF COMPLIANCE FROM
SERVICER.
THE SERVICER WILL DELIVER TO THE TRUSTEES, THE UNDERWRITERS AND EACH
OF THE RATING AGENCIES, ON OR BEFORE JANUARY
56
31 OF EACH YEAR COMMENCING JANUARY 31, 2006, AN OFFICER'S CERTIFICATE STATING
THAT (A) A REVIEW OF THE ACTIVITIES OF THE SERVICER DURING THE PRIOR CALENDAR
YEAR AND OF ITS PERFORMANCE UNDER THIS AGREEMENT WAS MADE UNDER THE SUPERVISION
OF THE OFFICER SIGNING SUCH CERTIFICATE AND (B) TO SUCH OFFICER'S KNOWLEDGE,
BASED ON SUCH REVIEW, THE SERVICER HAS FULLY PERFORMED ALL ITS OBLIGATIONS UNDER
THIS AGREEMENT, OR, IF THERE HAS BEEN A DEFAULT IN THE PERFORMANCE OF ANY SUCH
OBLIGATION, SPECIFYING EACH SUCH DEFAULT KNOWN TO SUCH OFFICER AND THE NATURE
AND STATUS THEREOF.
A COPY OF SUCH CERTIFICATE MAY BE OBTAINED (I) BY ANY
NOTEHOLDER BY A REQUEST IN WRITING TO THE INDENTURE TRUSTEE AND (II) BY ANY
CERTIFICATEHOLDER BY A REQUEST IN WRITING TO THE OWNER TRUSTEE.
SECTION 9.06.
MONTHLY REPORTS TO NOTEHOLDERS.
(A)
ON
OR BEFORE TWO BUSINESS DAYS PRIOR TO EACH DISTRIBUTION DATE, THE SERVICER SHALL
PREPARE AND, CONCURRENTLY WITH EACH DISTRIBUTION TO NOTEHOLDERS PURSUANT TO
ARTICLE VII, DELIVER TO THE INDENTURE TRUSTEE, IN ITS CAPACITY AS NOTE REGISTRAR
AND PAYING AGENT, SHALL CAUSE TO BE DELIVERED AND MAILED TO EACH NOTEHOLDER AT
THE ADDRESSES APPEARING ON THE NOTE REGISTER A STATEMENT AS OF THE RELATED
DISTRIBUTION DATE SUBSTANTIALLY IN THE FORM OF EXHIBIT I HERETO (THE "MONTHLY
REPORT") SETTING FORTH:
(i)
the amount of Noteholder's principal
distribution;
(ii)