1101(A) OF REGULATION AB UNDER THE ACT; PROVIDED, HOWEVER, THAT (I) EACH
UNDERWRITER MAY PREPARE AND CONVEY ONE OR MORE "WRITTEN COMMUNICATIONS" (AS
DEFINED IN RULE 405 UNDER THE ACT) CONTAINING NO MORE THAN THE FOLLOWING:
(1) INFORMATION INCLUDED IN THE PREVIOUSLY FILED PRELIMINARY PROSPECTUS
(INCLUDING A CDI FILE BASED ON SUCH INFORMATION), (2) INFORMATION RELATING TO
THE CLASS, SIZE, RATING, PRICE, CUSIP NUMBERS, COUPON, YIELD, SPREAD, BENCHMARK,
PRICING PREPAYMENT SPEED AND CLEAN UP CALL INFORMATION, STATUS AND/OR LEGAL
MATURITY DATE OF THE OFFERED SECURITIES, ANY CREDIT ENHANCEMENT EXPECTED TO BE
PROVIDED WITH RESPECT TO THE OFFERED SECURITIES OR THE CONTRACTS, ANY
DERIVATIVES EXPECTED TO BE ENTERED INTO IN CONNECTION WITH THE OFFERED
SECURITIES OR THE CONTRACTS, THE WEIGHTED AVERAGE LIFE, EXPECTED FINAL PAYMENT
DATE, TRADE DATE, SETTLEMENT DATE AND PAYMENT WINDOW OF ONE OR MORE CLASSES OF
OFFERED SECURITIES, THE NAMES OF ANY UNDERWRITERS FOR ONE OR MORE CLASSES OF
OFFERED SECURITIES AND THE NAMES OF ANY CREDIT ENHANCEMENT OR DERIVATIVE
PROVIDERS, (3) THE ELIGIBILITY OF THE OFFERED SECURITIES TO BE PURCHASED BY
ERISA PLANS AND (4) SYNDICATE STRUCTURE AND A COLUMN OR OTHER ENTRY SHOWING THE
STATUS OF THE SUBSCRIPTIONS FOR THE OFFERED SECURITIES (BOTH FOR THE ISSUANCE AS
A WHOLE AND FOR EACH UNDERWRITER'S RETENTION) AND/OR EXPECTED PRICING PARAMETERS
OF THE OFFERED SECURITIES (EACH SUCH WRITTEN COMMUNICATION, AN "UNDERWRITER FREE
WRITING PROSPECTUS"); (II) EACH UNDERWRITER SHALL PROVIDE THE TRUST DEPOSITOR
WITH A TRUE AND ACCURATE COPY OF EACH FREE WRITING PROSPECTUS CONVEYED BY IT OF
THE TYPE REFERRED TO IN RULE 433(D)(5)(II) UNDER THE ACT NO LATER THAN THE CLOSE
OF BUSINESS ON THE DATE OF FIRST USE AND IN ANY EVENT NOT LESS THAN ONE BUSINESS
DAY PRIOR TO THE REQUIRED DATE OF FILING WITH THE COMMISSION; AND (III) EACH
UNDERWRITER IS PERMITTED TO PROVIDE INFORMATION CUSTOMARILY INCLUDED IN
CONFIRMATIONS OF SALES OF SECURITIES AND NOTICES OF ALLOCATIONS AND INFORMATION
DELIVERED IN COMPLIANCE WITH RULE 134 OF THE ACT.
(E)
HARLEY-DAVIDSON AGREES TO FILE WITH THE COMMISSION WHEN REQUIRED
UNDER THE RULES AND REGULATIONS THE FOLLOWING:
(I)
ANY FREE WRITING PROSPECTUS THAT
INCLUDES ISSUER INFORMATION (ANY SUCH FREE WRITING PROSPECTUS, A "TRUST FREE
WRITING PROSPECTUS");
(II)
SUBJECT TO THE UNDERWRITERS' COMPLIANCE
WITH SECTION 11(D), ANY UNDERWRITER FREE WRITING PROSPECTUS AT THE TIME REQUIRED
TO BE FILED; AND
(III)
ANY FREE WRITING PROSPECTUS FOR WHICH THE
TRUST DEPOSITOR OR ANY PERSON ACTING ON ITS BEHALF, INCLUDING, WITHOUT
LIMITATION, HARLEY-DAVIDSON, PROVIDED, AUTHORIZED OR APPROVED INFORMATION THAT
IS PREPARED AND PUBLISHED OR DISSEMINATED BY A PERSON UNAFFILIATED WITH THE
TRUST DEPOSITOR OR ANY OTHER
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OFFERING PARTICIPANT THAT IS IN THE BUSINESS OF PUBLISHING, RADIO OR TELEVISION
BROADCASTING OR OTHERWISE DISSEMINATING COMMUNICATIONS.
(F)
NOTWITHSTANDING THE PROVISIONS OF SECTION 11(E), HARLEY-DAVIDSON
WILL NOT BE REQUIRED TO FILE ANY FREE WRITING PROSPECTUS THAT DOES NOT CONTAIN
SUBSTANTIVE CHANGES FROM OR ADDITIONS TO A FREE WRITING PROSPECTUS PREVIOUSLY
FILED WITH THE COMMISSION.
(G)
THE TRUST DEPOSITOR AND THE UNDERWRITERS EACH AGREE THAT ANY FREE
WRITING PROSPECTUSES PREPARED BY IT WILL CONTAIN