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
24
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
"BAA3" 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, THE CLASS B NOTES AND THE
CLASS C NOTES, SHALL HAVE BEEN ISSUED AND DELIVERED TO THE TRUST DEPOSITOR.
(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, INCLUDING WITHOUT
LIMITATION, CERTIFICATES AND OPINIONS IN RESPECT OF THE SWAP AGREEMENT AND THE
SWAP COUNTERPARTY.
If any of the conditions specified in this Section 8 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Underwriters.
Notice of such cancellation shall be given to the
Trust Depositor in writing or by telephone or telegraph confirmed in writing.
9.
REIMBURSEMENT OF EXPENSES.
IF THE SALE OF THE OFFERED SECURITIES
PROVIDED FOR HEREIN IS NOT CONSUMMATED BECAUSE ANY CONDITION TO THE OBLIGATION
OF THE UNDERWRITERS SET FORTH IN SECTION 8 HEREOF IS NOT SATISFIED, BECAUSE OF
ANY REFUSAL, INABILITY OR FAILURE ON THE PART OF HARLEY-DAVIDSON OR THE TRUST
DEPOSITOR TO PERFORM ANY AGREEMENT HEREIN OR TO COMPLY WITH ANY PROVISION HEREOF
OTHER THAN BY REASON OF A DEFAULT BY THE UNDERWRITERS IN PAYMENT FOR THE OFFERED
SECURITIES ON THE CLOSING DATE, HARLEY-DAVIDSON AND THE TRUST DEPOSITOR WILL
REIMBURSE THE UNDERWRITERS UPON DEMAND FOR ALL OUT-OF-POCKET EXPENSES (INCLUDING
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL) THAT SHALL HAVE BEEN INCURRED BY
THEM IN CONNECTION WITH THE PROPOSED PURCHASE AND SALE OF THE OFFERED
SECURITIES.
10.
INDEMNIFICATION AND CONTRIBUTION.
(A)
THE TRUST DEPOSITOR AND
HARLEY-DAVIDSON, JOINTLY