OR SATISFIED UNDER SUCH AGREEMENTS AT OR
PRIOR TO THE CLOSING DATE;
(III)
SINCE THE DATE OF THE MOST RECENT FINANCIAL INFORMATION INCLUDED IN THE
PRELIMINARY PROSPECTUS, NO MATERIAL ADVERSE CHANGE, OR ANY DEVELOPMENT
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INVOLVING A PROSPECTIVE MATERIAL ADVERSE CHANGE, IN OR AFFECTING PARTICULARLY
THE BUSINESS OR PROPERTIES OF HARLEY-DAVIDSON HAS OCCURRED; AND
(IV)
NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
HAS BEEN ISSUED AND NO PROCEEDINGS FOR THAT PURPOSE HAVE BEEN INSTITUTED OR ARE
CONTEMPLATED BY THE COMMISSION.
(P)
THE UNDERWRITERS SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THEM
THAT, ON OR BEFORE THE CLOSING DATE, UCC-1 FINANCING STATEMENTS HAVE BEEN OR ARE
BEING FILED IN THE OFFICES OF THE SECRETARY OF STATE OF THE STATE OF NEVADA AND
THE SECRETARY OF STATE OF THE STATE OF DELAWARE REFLECTING THE SALE OF THE
CONTRACTS BY HARLEY-DAVIDSON TO THE TRUST DEPOSITOR AND OF THE CONTRACTS AND
OTHER TRUST PROPERTY BY THE TRUST DEPOSITOR TO THE TRUST AND THE PLEDGE BY THE
TRUST OF THE CONTRACTS AND OTHER TRUST PROPERTY TO THE INDENTURE TRUSTEE FOR THE
BENEFIT OF THE NOTEHOLDERS.
(Q)
AT OR PRIOR TO THE TIME OF SALE AND AT THE CLOSING DATE, ERNST &
YOUNG LLP SHALL HAVE FURNISHED TO THE UNDERWRITERS A LETTER OR LETTERS, DATED
RESPECTIVELY AS OF THE DATE OF THE TIME OF SALE AND AS OF THE CLOSING DATE,
SUBSTANTIALLY IN THE FORMS OF THE DRAFTS TO WHICH THE UNDERWRITERS HAVE
PREVIOUSLY AGREED AND OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO THE
UNDERWRITERS CONCERNING THE TIME OF SALE INFORMATION AND THE PROSPECTUS.
(R)
SUBSEQUENT TO THE EXECUTION TIME OR, IF EARLIER, THE DATES AS OF
WHICH INFORMATION IS GIVEN IN THE PRELIMINARY PROSPECTUS, THERE SHALL NOT HAVE
BEEN ANY CHANGE OR ANY DEVELOPMENT INVOLVING A PROSPECTIVE CHANGE IN OR
AFFECTING THE BUSINESS OR PROPERTIES OF HARLEY-DAVIDSON OR THE TRUST DEPOSITOR
THE EFFECT OF WHICH IS, IN THE JUDGMENT OF THE UNDERWRITERS, SO MATERIAL AND
ADVERSE AS TO MAKE IT IMPRACTICAL OR INADVISABLE TO MARKET THE OFFERED
SECURITIES AS CONTEMPLATED BY THE PRELIMINARY PROSPECTUS.
(S)
THE CLASS A-1 NOTES SHALL HAVE BEEN RATED "PRIME-1" BY MOODY'S AND
"A-1+" BY S&P.
THE CLASS A-2, CLASS A-3 AND CLASS A-4 NOTES SHALL HAVE BEEN
RATED "AAA" BY MOODY'S AND "AAA" BY S&P.
(T)
THE CLASS B NOTES SHALL HAVE BEEN RATED AT LEAST "A" BY S&P AND
"A1" BY MOODY'S.
(U)
THE CLASS C NOTES SHALL HAVE BEEN RATED AT LEAST "BBB" BY S&P AND
"BAA2" BY MOODY'S.
(V)
ON OR PRIOR TO THE CLOSING DATE, THE OFFERED SECURITIES SHALL HAVE
BEEN ACCEPTED FOR SETTLEMENT THROUGH THE FACILITIES OF DTC.
(W)
ON THE CLOSING DATE, THE CERTIFICATE SHALL HAVE BEEN ISSUED AND
DELIVERED TO THE TRUST DEPOSITOR.
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(X)
PRIOR TO THE CLOSING DATE, THE TRUST DEPOSITOR SHALL HAVE
FURNISHED TO THE UNDERWRITERS SUCH FURTHER INFORMATION, CERTIFICATES AND
DOCUMENTS AS THE UNDERWRITERS MAY REASONABLY REQUEST.
If any of the conditions specified in this Section 8 shall not have been
fulfilled in all material