NONDEFAULTING UNDERWRITERS AND THE TRUST
DEPOSITOR FOR THE PURCHASE OF SUCH OFFERED SECURITIES BY OTHER PERSONS ARE NOT
MADE WITHIN 36 HOURS AFTER SUCH DEFAULT, THIS AGREEMENT WILL TERMINATE WITHOUT
LIABILITY ON THE PART OF THE NONDEFAULTING UNDERWRITERS, HARLEY-DAVIDSON OR THE
TRUST DEPOSITOR, EXCEPT AS PROVIDED IN SECTION 15. NOTHING HEREIN WILL RELIEVE A
DEFAULTING UNDERWRITER FROM LIABILITY FOR ITS DEFAULT.
THE TERM "UNDERWRITER"
INCLUDES ANY PERSON SUBSTITUTED FOR AN UNDERWRITER UNDER THIS SECTION.
In the event of any such default that does not result in a termination of this
Agreement, any of the nondefaulting Underwriters or the Trust Depositor shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required change in the Registration Statement or
Prospectus or in any other documents or arrangements.
13.
TERMINATION.
THIS AGREEMENT SHALL BE SUBJECT TO TERMINATION IN
THE ABSOLUTE DISCRETION OF THE UNDERWRITERS, BY NOTICE GIVEN TO THE TRUST
DEPOSITOR PRIOR TO DELIVERY OF AND PAYMENT FOR THE OFFERED SECURITIES, IF PRIOR
TO SUCH TIME (I) TRADING IN SECURITIES GENERALLY ON THE NEW YORK STOCK EXCHANGE
OR THE NASDAQ STOCK MARKET'S NATIONAL MARKET SHALL HAVE BEEN SUSPENDED OR
LIMITED OR MINIMUM PRICES SHALL HAVE BEEN ESTABLISHED ON EITHER SUCH EXCHANGE,
(II) A BANKING MORATORIUM SHALL HAVE BEEN DECLARED EITHER BY FEDERAL OR NEW YORK
STATE AUTHORITIES OR (III) THERE SHALL HAVE OCCURRED ANY OUTBREAK OR ESCALATION
OF HOSTILITIES, DECLARATION BY THE UNITED STATES OF A NATIONAL EMERGENCY OR WAR,
OR OTHER CALAMITY OR CRISIS THE EFFECT OF WHICH ON FINANCIAL MARKETS IS SUCH AS
TO MAKE IT, IN THE JUDGMENT OF THE UNDERWRITERS, IMPRACTICABLE OR INADVISABLE TO
PROCEED WITH THE OFFERING OR DELIVERY OF THE OFFERED SECURITIES AS CONTEMPLATED
BY THE PROSPECTUS.
14.
NO BANKRUPTCY PETITION.
EACH UNDERWRITER COVENANTS AND AGREES
THAT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL
OF ALL SECURITIES ISSUED BY THE TRUST DEPOSITOR OR BY A TRUST FOR WHICH THE
TRUST DEPOSITOR WAS THE DEPOSITOR, WHICH SECURITIES WERE RATED BY ANY NATIONALLY
RECOGNIZED STATISTICAL RATING ORGANIZATION, IT WILL NOT INSTITUTE AGAINST, OR
JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE TRUST DEPOSITOR ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS
OR OTHER PROCEEDINGS UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
15.
REPRESENTATIONS AND INDEMNITIES TO SURVIVE.
THE RESPECTIVE
AGREEMENTS, REPRESENTATIONS, WARRANTIES, INDEMNITIES AND OTHER STATEMENTS OF THE
TRUST DEPOSITOR AND HARLEY-DAVIDSON AND THEIR RESPECTIVE OFFICERS AND OF THE
SEVERAL UNDERWRITERS SET FORTH IN OR MADE PURSUANT TO THIS AGREEMENT WILL REMAIN
IN FULL FORCE AND EFFECT, REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF
OF ANY UNDERWRITER, THE TRUST DEPOSITOR OR HARLEY-DAVIDSON OR ANY OF THE
OFFICERS, DIRECTORS OR CONTROLLING PERSONS REFERRED TO IN SECTION 13 HEREOF, AND
WILL SURVIVE DELIVERY OF AND PAYMENT FOR THE OFFERED SECURITIES.
THE PROVISIONS
OF SECTIONS 9, 10 AND 16 HEREOF SHALL SURVIVE THE TERMINATION OR CANCELLATION OF
THIS AGREEMENT.
31
16.
RELATIONSHIP AMONG PARTIES.
HARLEY-DAVIDSON AND THE