OF A FINANCING STATEMENT IS EFFECTIVE TO PERFECT AN INTEREST IN
THE OTHER TRUST PROPERTY UNDER ARTICLE 9 OF THE NEVADA UNIFORM COMMERCIAL CODE,
THE OTHER TRUST PROPERTY WILL BE PERFECTED UPON THE FILING OF SUCH FINANCING
STATEMENTS IN SUCH FILING OFFICES; AND NO OTHER INTEREST OF ANY OTHER PURCHASER
FROM OR CREDITOR OF HARLEY-DAVIDSON, THE TRUST DEPOSITOR OR THE TRUST IS EQUAL
OR PRIOR TO THE INTEREST OF THE TRUSTEE IN THE CONTRACTS AND SUCH OTHER TRUST
PROPERTY;
(XIII)
THE CONTRACTS ARE "TANGIBLE CHATTEL PAPER" UNDER
ARTICLE 9 OF THE ILLINOIS UNIFORM COMMERCIAL CODE AND THE NEVADA UNIFORM
COMMERCIAL CODE;
(XIV)
THE BASIC DOCUMENTS CONFORM IN ALL MATERIAL
RESPECTS WITH THE DESCRIPTIONS THEREOF CONTAINED IN THE PRELIMINARY PROSPECTUS
AND THE PROSPECTUS;
(XV)
THE STATEMENTS IN THE PRELIMINARY BASE
PROSPECTUS AND THE BASE PROSPECTUS UNDER THE HEADINGS "RISK FACTORS" AND "LEGAL
ASPECTS OF THE CONTRACTS", TO THE EXTENT THEY CONSTITUTE MATTERS OF LAW OR LEGAL
CONCLUSIONS WITH RESPECT THERETO, HAVE BEEN REVIEWED BY SUCH COUNSEL AND ARE
CORRECT IN ALL MATERIAL RESPECTS;
(XVI)
THE STATEMENTS CONTAINED IN THE PRELIMINARY BASE
PROSPECTUS AND THE BASE PROSPECTUS UNDER THE HEADINGS "DESCRIPTION OF THE NOTES
AND INDENTURE" AND "INFORMATION REGARDING THE NOTES" AND IN THE PRELIMINARY
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS SUPPLEMENT UNDER THE HEADINGS
"DESCRIPTION OF THE NOTES" AND "CERTAIN INFORMATION REGARDING THE NOTES",
INSOFAR AS SUCH STATEMENTS CONSTITUTE A SUMMARY OF THE OFFERED SECURITIES AND
THE BASIC DOCUMENTS, CONSTITUTE A FAIR SUMMARY OF SUCH DOCUMENTS;
(XVII)
THE INDENTURE HAS BEEN DULY QUALIFIED UNDER THE
TRUST INDENTURE ACT OF 1939, AS AMENDED;
(XVIII)
THE INDENTURE, THE SALE AND SERVICING AGREEMENT AND
THE ADMINISTRATION AGREEMENT HAVE BEEN DULY AUTHORIZED AND, WHEN DULY EXECUTED
AND DELIVERED BY THE OWNER TRUSTEE, WILL CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE TRUST, ENFORCEABLE AGAINST THE TRUST IN ACCORDANCE WITH THEIR
TERMS, EXCEPT (A) THE ENFORCEABILITY THEREOF MAY BE SUBJECT TO BANKRUPTCY,
15
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN
EFFECT RELATING TO CREDITORS' RIGHTS AND (B) THE REMEDY OF SPECIFIC PERFORMANCE
AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO EQUITABLE
DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR
MAY BE BROUGHT;
(XIX)
THE TRUST DEPOSITOR IS NOT, NOR WILL THE TRUST
DEPOSITOR BECOME AS A RESULT OF THE OFFER AND SALE OF THE OFFERED SECURITIES AS
CONTEMPLATED IN THE PRELIMINARY PROSPECTUS, THE PROSPECTUS AND THE BASIC
DOCUMENTS, AN "INVESTMENT COMPANY" AS DEFINED IN THE INVESTMENT COMPANY ACT OR A
COMPANY "CONTROLLED BY" AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT;
(XX)
TO THE BEST KNOWLEDGE OF SUCH COUNSEL, THE
TRUST DEPOSITOR HAS OBTAINED ALL MATERIAL LICENSES, PERMITS AND OTHER
GOVERNMENTAL AUTHORIZATIONS THAT ARE NECESSARY TO THE CONDUCT OF ITS BUSINESS;
SUCH LICENSES, PERMITS AND OTHER GOVERNMENTAL AUTHORIZATIONS ARE IN FULL FORCE
AND EFFECT, AND THE TRUST DEPOSITOR IS IN ALL MATERIAL RESPECTS COMPLYING
THEREWITH; AND THE TRUST DEPOSITOR IS OTHERWISE IN COMPLIANCE WITH ALL LAWS,
RULES, REGULATIONS AND